The herd arrives at a boardwalk where Wammawink says merfolk live and where the last shaman is. They only meet a sunfish centaur who tells them the shaman won't be along anytime soon, but invites them to indulge in the various games he has set up. Horse leaves in frustration, while the others stay to — varyingly — indulge in the games, steal things or ogle the mertaurs.
Horse is depressed because of how much she's changed — her tail talks, her tears are made of rainbows, and now she looks like she's made out of beach balls. She cries a tear into the ocean, which summons the last shaman, a whaletaur. Horse confesses that she's afraid that Rider won't recognize her anymore, and that she's also afraid that she won't recognize Rider. She sings a song about her sadness and at the climax jumps into the shaman's mouth and is swallowed whole.
The herd is horrified by this, but Merguy explains that this is what everyone who comes to seek the whaletaur ends up doing despite his efforts to distract them. They decide to rescue Horse and swim out to sea, where Wammawink lowers herself into the whaletaur's blowhole. In her belly, she finds a great crowd of ghostlike people, including Horse, and the shaman explains that she has absorbed their pain to help them move past their personal griefs. Wammawink sings a song about how you can't simply run away from your pain and that deadening your emotions simply robs you of your joy for life, and is able to sway both the smaller taurs into returning to the outside world and the shaman into letting them go.
Back on shore, the shaman thanks the herd for helping her see her mistake and gives them the last piece of the key. The group embraces and sets off on the last leg of their journey.
This episode contains examples of:
- Attempted Suicide: Horse, driven to despair over her Toon Transformation and grief at starting to lose her memories of Rider, hurls herself off a cliff — with the last shaman leaping out of the ocean and eating her to take away her pain. She doesn't die, but the symbolism of the scene is blatant — and it doesn't help that those contained in the whaletaur's inner world are translucent, like ghosts.
- Brick Joke: When Durpleton extends his neck to be able to stand on the seafloor, a barnacle and a sea anemone centaur are nearby and the barnacle tries to describe him to the anemone. At the end of the episode, Durpleton's body is still standing on the seafloor and the barnacle still hasn't the words to describe him.
- Compressed Vice: Wammawink is revealed to have a very strong lust towards merdudes. Glendale was forced by her to help publish hundreds of issues of a merdude magazine containing romanticized fanart, under threat of being denied food.
- Dark Reprise: "Who Is She (Reprise)" is this for both "Who Is She" and "Hello Rainbow Road", as the song borrows melodies and lyrics from both but puts a darker twist on them. The former is a confident song about Horse's self-assured personality, and the latter is a rousing song encouraging the herd to explore the unknown, and hopeful that she would find a way back to Rider. The reprise has "Who Is She" being a despairing summation of how Horse is forgetting Rider's face, and "Hello Rainbow Road" reflects her crumbling hope to return to her world. Ultimately, when Horse jumps into Whale's mouth, it has her sing despairingly "So say bye to the old..."
- Darker and Edgier: By far the darkest episode of the series, as it deals with heavy topics such as depression, Loss of Identity, and suicide.
- Dissonant Serenity: When the Whaletaur Shaman swallows Horse whole, Merguy is unnervingly serene and doesn't break his peaceful expression even as the wave from the whaletaur crashing into the sea washes over the herd, and afterwards simply comments on the sunset.Merguy: Ahh. Look at that sunset! Love this time of day.
Glendale: Our friend has jumped into a whaletaur, you psychopath! - Does This Remind You of Anything?: Horse jumping into the whaletaur's mouth is eerily reminiscent of suicide. The whaletaur promises Horse an escape from her grief if she lives inside the whaletaur forever, which is presented as a chance only the most despondent individuals take. She even jumps off a cliff into the whaletaur's mouth. Those living inside the whaletaur are alive, but stuck in emotional monotony with no memories of their previous life, and appear translucent as if they're ghosts in purgatory.
- Foreshadowing: Wammawink says at the beginning of the episode that the Whaletaur Shaman is called "the Last Shaman", though she doesn't know why. Well, eating despairing people to absorb their grief could certainly earn her the title. The Whaletaur Shaman being summoned by tears and always crying are further hints at her true nature.
- Lyric Dissonance: The Whaletaur Shaman's song has a soothing, upbeat tune, but if you pay attention its lyrics are about suicide.
- My God, What Have I Done?: The shaman genuinely thought she was helping people by taking their pain into herself, and is horrified to discover that she was actually condemning them to a dull, emotionless half-life.
- Reconstruction: Wammawink's tendency to smother and shelter anyone she deems helpless can come across as annoying when it's first presented. But in her reprise of "Fragile Things", her protective motherly nature becomes more palatable when seen in light of how it allows her be compassionate towards those going through loss like she did.
- Shout-Out: Mixes, of all things, Star Trek V: The Final Frontier (someone absorbing others' pain, thinking they're helping, and another person has to tell everyone that pain sucks but is necessary), and "The View From Halfway Down" from Bojack Horseman, with a depressed horse committing suicide and going to a place where there's a stage and a performance.
- Shown Their Work: The anemonetaur that shows up on the ocean floor has a torso facing the opposite direction from its mouth, because real anemone mouths are also their anus.
- Subverted Rhyme Every Occasion: During the Whaletaur's song, this comes into play to avoid directly referencing what she does.
- Triumphant Reprise: When Wammawink first sang "Fragile Things", it comes across as a song about how she likes to pander and pamper and smother her herd to the point of helplessness. Here, as she tries to sing Horse out of her depression, it transforms into a song that brings home her best quality: her compassion, her empathy, and her wise understanding that a "herd" can come from anywhere.
- The Unpronounceable: Mertaur names consist of dolphin noises that other creatures can't actually pronounce, so they use aliases when talking to them.Merguy: Well, my real name is [high-pitched dolphin chattering], but that's a little hard to pronounce, so I just go by Sunfish Merguy.
- Very Special Episode: In a remarkable move for a TV-Y7-rated series, the episode deviates from most of the usual zany hijinks to tackle very real themes like depression and suicide.
- Walk, Don't Swim: Durpleton can't swim, but he can extend his neck enough he can just stand on the bottom without issue.
- You Are Not Alone: Wammawink's song to a despairing Horse that although the latter fears she's lost her connection to Rider, that doesn't mean she can't find happiness belonging in her new herd.
