Fish and Make Up is the 31st episode of the series and the 4th episode of the second season, which aired on November 24, 2005 in Canada on Teletoon and on November 13, 2008 in the United States on Cartoon Network.
Jude finds a fish, Fish, and keeps him as a pet. Meanwhile, Caitlin severely annoys her friends with stories about her new boyfriend Wade.
Caitlin is shopping at the mall with her new boyfriend. She says that he would look really cute in whatever he wears, and he suggests they get Caitlin something. Caitlin is made happy by this suggestion, and starts searching. A few hours later, she's become dispirited, sure that her boyfriend is bored. He reassures her that he's not, however. Next, they go to Underground Video, and he tells her since he chose last time, she should choose whatever she wants. Wayne comes up and disagrees, saying that it's not "Whatever she wants." He then demands that she hand over the movie. Wayne looks it over, casts it aside, and selects another movie for them, saying they'll thank him later. Her boyfriend then asks why she comes here, and she says because of Jude and Wyatt. They then see Jude on the couch. In front of him is a TV blaring a movie and on his shoulder is a fish. The couple go over to him, and Jude tells them that somebody left a goldfish at the store, and he's thinking of naming it Fish.
Caitlin is telling a story to Jen as they walk through the mall. This involves Wade, but Jen says she's heard it. Jen says Caitlin can go ahead and tell it, and so she does. Caitlin proceeds to talk about nothing but Wade for the longest time, wherever the gang goes. Eventually, Nikki loses it and tells Caitlin to shut up. Caitlin looks to the gang to defend her, and confronts Nikki. Nikki fires back, and it turns into a full-blown war of words. Jonesy, sensing that it's escalating, tries to cool the flames by talking about his new job, but both girls tell him to shut up and resume the battle. In the end, Nikki storms off angrily and Caitlin starts crying.
Later, Caitlin is still deeply unhappy. Stanley comes up to the lemon stand and fires balls at her, but stops when he sees that the balls are not having any effect. Caitlin then asks him if he thinks she's shallow, and in reply he fires his last shot and runs away. The phone then rings, and Caitlin picks it up. It is Jen, who asks how Caitlin is doing. Caitlin says she's doing fine, and Jen whispers to the boys that Caitlin's okay. Caitlin then proceeds to talk about how Nikki's going to be stuck with her mean, mean self the rest of her life, and Jen tells her three male friends that Caitlin's not okay. Caitlin then says that the group doesn't need her, much to the surprise of Jen, and then invites them out for a bite tonight. Jen agrees, still surprised that Caitlin is thinking of letting Nikki go. She then gets another call, and Caitlin hangs up. Nikki takes Caitlin's place on the phone, and pretty much the same conversation takes place, with Nikki inviting them to a movie. After they hang up, Jen tells the group that they're going for dinner with Caitlin and a movie with Nikki. When Jonesy asks how that works, Jen tells him she's not quite sure.
Later, Jonesy is at his new job, selling fragrances to women. Yummy Mummy walks by, and he demonstrates a perfume on her. On the other end of the mall, Jude and Fish are bonding. Wyatt enters and notices this. Jude states that he and Fish have many of the same interests. Wyatt then takes the lid off his lunch, and this shocks and frightens Fish, as Wyatt is having sushi. Jude reprimands him, and Wyatt duly apologizes to the pet.
Caitlin and Wade walk through the mall. They pass by the Khaki Barn and Caitlin sees Nikki inside working. They look at each other with glances of hatred, but as soon as each leaves, they each consider the possibility that the other could be right.
The gang minus Nikki and Caitlin gather at the mall fountain. When Wyatt asks why they're at the fountain, Jen explains that Nikki would flip if she saw them with Caitlin. Jonesy then states that to help Wyatt out, he's going to bag him a new hottie. He then proceeds to take a bottle of perfume over to Serena. Wyatt sees him talking to Serena, and knows much to his chagrin that he'll never get a date this way. Luckily enough, Serena walks away without the perfume, and Jonesy comes back. There, Wyatt points out that the girl he was talking to was his old girlfriend. Jonesy remembers this, and Jude states that tonight he plans to hang out with Starr and Fish. He skates away. At that point, a pretty redhead walks by, and Jonesy and Wyatt both stare at her. Jonesy then tells Wyatt that this one is his. When Jen asks about Nikki, Jonesy points out that by her own admission he's not her boyfriend. He then readies himself by straightening his coat. Unfortunately, he messes up when he sprays the perfume into his mouth, causing him to choke on the foul mist.
Later, they are gathered at the sports restaurant. Jen goes over the plan again, saying that they'll eat fast and meet Nikki. Caitlin arrives, and they all order quickly. When Caitlin dithers, Jen orders for her, saying that the Chicken Club is her favorite. They then eat fast. When Caitlin asks about the rush, Jonesy says they're going to a movie. Jen covers for them by saying it's a boys night. She then says that she has to go, she promised her parents–whoops, look at the time! As Jonesy hasn't finished his nachos, they ask for them as leftovers. The three then rush out of their seats for the door. After they leave, the waitress comes back and puts the bag in front of Caitlin. Caitlin sees that they forgot the nachos and goes after them.
Jude, Fish and Starr are in a theatre watching a movie. Outside, Nikki is tapping her foot impatiently. Jonesy, Wyatt, and Jen show up, and Nikki tells them they're five minutes late. Jen is about to concoct an excuse when Nikki runs into Caitlin, who is carrying the doggy bag. Jude, Starr, and Fish leave the Gigantoplex, see Caitlin and Nikki facing off, and walk back inside. The two argue and then tell their friends that they have to choose between them.
The next day, the four are gathered at the fountain. Stanley shoots Wyatt, and Wyatt asks when they can go back to the Big Squeeze. Jen tells him to forget that, as the problem is Nikki and Caitlin. Jude asks why they can't all just be friends, and Jen says it's complicated. Wyatt then says chicks are complicated, and when Jen says they aren't, the boys all say they are. Jude then pulls out Fish, who isn't looking very good, and says that's why he likes his pet: no complications. He then flashes back on the good times they've had together. When he returns to reality, Jonesy points out that the goldfish is looking kind of sick. Jude then says that Fish is probably hungry, as Jude promised to take him to Nice Cinnabuns for breakfast. When he gets up, Jen asks him where he's going, and he says to get breakfast. Jen then states that it's up to the remainder to come up with a plan.
Later, the trio are still by the fountain. Jude returns, and they tell him they don't have a plan. Jude then says to move on to Plan B. When they point out they don't have a Plan A, he says that's why it's time to move on to Plan B. He then outlines his plan.
Jude knocks on the door to the women's restroom. Jen jumps out, bloodied and bandaged, and gets on a stretcher. Jude and Wyatt, the paramedics, wheel it to the fountain. Jonesy calls Nikki and Caitlin, and they rush to the scene. At first they are sympathetic towards Jen, but when the warring couple notice each other, they start to fight again. This comes to a head when Nikki's arm gestures send the stretcher rolling away at a fast clip. It takes Caitlin a while to notice, but when she does, she tells Nikki, and they chase after it. The remnants of the gang and Starr follow. They see Jen's stretcher go down the escalator and arrive at the top just in time to see her crash into a cactus.
Nikki and Caitlin are plucking thorns from Jen's butt. Nikki says this isn't working, and Caitlin agrees. Nikki comes up with a simple plan; divide the mall between them. Nikki will have the east, and Caitlin will get the west. They then storm away in opposite directions, and Jen states that she can't believe she took eighty thorns in the butt for nothing. Jonesy then looks over at Fish and notices him floating upside down. He asks Jude if something's wrong, and Jude says that Fish is chilling. Or having a nap. He then taps on the bag to try and wake him up, but Fish doesn't awaken. Starr then says she doesn't think Fish is sleeping. Jude realizes that Fish is dead and runs away crying.
Later, Jonesy is at work. He moans that he can't believe he sprays guys for a living. One man coughs, and he hits the guy right in the face. When he collapses to the ground coughing, Jonesy says he feels the man's pain, as "that stuff tastes like crap." Behind him, his boss clears her throat, and he says "Right. I'll go clean out my locker, then."
Jen is showing a customer some tennis rackets when Jude walks by, moping. Jen stops and goes to comfort him, and Jude tells her that Fish was so awesome that he feels he should do something. Jen says that she's on it and calls Caitlin. She tells Caitlin that they're going to have a funeral service for Fish. When Caitlin asks if this is another ploy to get her and Nikki talking again, Jen denies it vehemently and says that the funeral service will be held at the loathsome washrooms, on Nikki's side of the mall. Caitlin agrees to come, even though she knows that Nikki is going to be there. The conversation with Nikki doesn't go as well, as she initially says that there is no way they're having it on her side. When Jen tells her that it's important, Nikki says "Fine" angrily and hangs up.
Nikki enters the washroom and joins a gathering of Starr, Wyatt, Jude, Jonesy, and Jen. Jen asks where Caitlin is, and Caitlin rushes in, holding her hands over her crotch. She yells that she'll be there in a second and runs into a stall, where she proceeds to pee. This makes the situation more awkward then it already was. She finishes and appears, and Jude clears his throat. Jonesy puts on organ music. Jude then proceeds to recite an eulogy for his fish. After he finishes, Caitlin confesses to Nikki that she's been a bad friend, and a tearful Nikki says that she has been bad too. They then proceed to make up. After they hug, Caitlin realizes that she interrupted Fish's funeral and apologizes. Jude tells them not to worry, and dumps Fish into the toilet. All the friends sniff back tears as he flushes, and Jude states "Fish would have dug that."
The gang is gathered at the Big Squeeze again, and Wyatt cheerfully states that there's no more hanging at the fountain for them. Nikki and Caitlin then say they got Jude something, and they give him a rock. Nikki says it's a pet rock, guaranteed not to die. Jude accepts it happily and says it'll ride on the front of his board. He then takes out his skateboard and rides along on it. Jude looks down. A sticker right in front of the rock is of Fish, and Jude smiles.
Caitlin: Sigh... hey, did I tell you guys about the time that Wade- Nikki: Yes. Caitlin: And the time that Wade- Jonesy: Yes! Caitlin: ... And that other time Wade- Jen: YES! Caitlin: You don't even know what I'm gonna say! Wyatt: Yes, we do. If it happened, we've heard it.
Jonesy: So what's up for tonight? Jen: We're grabbing a bite with Caitlin AND going to a movie with Nikki! Wyatt: Uh, how does that work? Jen: I have no idea...
Jen: I can't believe I took eighty thorns in the butt for nothing! Jude: So much for Plan B.
Jonesy's job: sampler in the fragrance department Reason for firing: when transferred to the mens' side, he sprayed a customer in the face with cologne.
The movie Jude and Fish are watching at the start of the episode is called "Kill Phil". This is an obvious reference to the real life movie Kill Bill.
Caitlin talks about Albatross & Finch like she can find everything she wants there. She and Wade are there at the start of the episode, when Wade offers to get her something. Eventually, however, they move to the Khaki Barn. Why couldn't Caitlin find anything at A&F?
Caitlin is apparently sensitive to being called "shallow", and Nikki hates being called a cow.
This is the second time someone in the series breathes fire. Coach Halder did it earlier in Dude of the Living Dead.
This is the second time Jude and Wyatt dress up as paramedics. They did this earlier in The Big Sickie. Coincidentally, Jen was loaded onto a stretcher both in that episode and this one.
Jude gets a pet rock.
Caitlin urinates for 12 seconds straight.
The episode name is a pun on the phrase "kiss and make up".
The funeral is held in the ladies' restroom.
This is the second of Caitlin's (relatively) long term relationships, as it is established during the episode she has been dating Wade for 8 days.
Goof: Two times during the episode, Caitlin's eyes are bigger than they should be, when Caitlin is talking to Jen in the beginning after Stanley shoots the kid with balls and when Caitlin comes out of the bathroom during Fish's funeral.
Goof: When Jude is standing in front of the fountain talking about Plan B, when he holds up Fish in his hand, Fish's water is clean, but after Jonesy asked what Plan B was, Fish's water is dirty.