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Makes a Rainbow Goes Upstream Works Out

"Potatoes? What’s the matter, Ralphie, didn’t bring any salmon?"

Goes Upstream is the eighth episode of the third season of The Magic School Bus. It is about migration.


Ralphie is in charge of bringing the fish for the school's Fish Fry, but unfortunately, there are no salmon in the spot he usually fishes with his uncle. Ms. Frizzle takes the class on a field trip to find out where the salmon are and changes The Magic School Bus in to a migrating salmon. Eventually, they find them, the students becoming salmon themselves. Now vegans who want to leave the salmon alone, they bring fish-shaped potatoes to the fry instead."


The class is going on a fishing trip and Ralphie is perplexed over the paucity of salmon in the sea. The class has yet to catch a single fish and they won't have anything to serve at the all school Fish Fry. Just then, Ralphie catches a bite and reels it in, only to find that it is Ms. Frizzle dressed in a fish suit. When Ralphie tells the teacher about the dearth amount of fish the class has caught, Ms. Frizzle, to quote her Tanta Gefilte, says "There's something fishy going on here!", and guides the class inside the Fishing-Boat School Bus and Liz transforms it into a salmon-shaped submarine right before diving underwater.

Ms. Frizzle inserts a boot-disc of the "MicroBus Windows" software into the Bus's optical drive. The software is used as a “brain” for the Bus to think like a salmon, so it can go wherever the salmon went. The Bus is replete with MicroBus Windows computer screens, which lets the class see what it is thinking, which shows that it is going to eat more of the fish underwater. The class is engrossed when they see other thought of the Magic School Salmon and Arnold comes across a pressure sensor, which lets the others know what to watch out for using the water pressure. Just then, the Bus comes across a blue shark and Ralphie attempts to steer, only to learn that the Bus now has salmon instincts and a mind of its own, thanks to the software. The vehicle narrowly avoids the shark and comes across more fish.

To the class' surprise, they find that the Bus is not hungry anymore and it comes across more salmon. Ralphie then changes his mind and wants to go back. Dorothy Ann then looks at her research, which states that when a salmon loses its appetite and starts joining the other salmon going into the same direction, the salmon are migrating, and the class wonders where the Bus is going.

Dorothy reads in her book that animals who migrate travel up to 1,000 miles and could take months. Ralphie then has a plan to turn the piscine submarine around outside. Ms. Frizzle offers the class diver suits to swim underwater (with Phoebe, Dorothy, Arnold, and Tim still inside the Bus) and get the school salmon to turn around. But the bus continues swimming and Arnold discovers that the water is losing its salt according to the MicroBus Windows computers, meaning that the bus is no longer swimming in the ocean anymore. Tim surmises that the Bus is swimming through the river, and Dorothy explains that salt water fish die in fresh water. Ms. Frizzle tells the class that salmon are versatile and can switch from being salt water to fresh water fish.

Meanwhile, Ralphie, Carlos, Keesha, and Wanda are riding onto each of the four salmons and find that the Bus has stopped and is surrounded by other salmon. When they notice that the salmon are gradually changing appearances, Ms. Frizzle explains that salmon change in fish years and are also waiting for the water to rise since the river is low and hardly any water comes down. Just then, a thunder storm comes down and the salmon continue to migrate.

When the storm ends, the four students hide behind the seaweed on the land and Ralphie decides to have a fisherman catch the Bus. They grab onto the hook he casts over his shoulder and end up into the river. The piscine Bus hooks onto the bait and is reeled in, only to later release itself off. The students inside the Bus discover the smell inside and try to figure out where it is coming from, as well as the puzzle coming together.

Meanwhile, the four students outside come up with a plan to lure The Magic School Salmon to the waterfalls since it wouldn't make it through the dam. To there surprise, however, the salmon hop over the dam and above the moving stream overhead. Inside the Magic School Salmon, Arnold learns that it has stopped moving and that the picture is now complete. Ms. Frizzle tells the class that it is now the destination for the Magic School Salmon and the rest of the salmon. The other four students outside swim to the Magic School Salmon's destination and make it inside. Ms. Frizzle ejects the disc out of the optical drive and inserts another, which causes the class to end up in each egg the Bus laid and inside the underwater stream with the rest of the laid eggs.

While inside the eggs, the class learns that salmon migrate to find their place to laid their eggs, which is why the females migrate. When Tim asks why males migrate, the class learns that males do it to fertilize the eggs hatching. Ms. Frizzle lets Liz, suited in a wetsuit, out of the bus, which buries the eggs with rocks, to which Carlos jokingly states "the yolk's on us!" The Bus activates a heat lamp, which makes the class hatch. They search for food and eat the fish food Ms. Frizzle offers them. They then grow a bit bigger and congratulate the Bus for migrating.

Ms. Frizzle exits the Bus wearing a wetsuit and tells the class to think like a salmon to guess how a salmon would know about a river and be able to find it. The class then learns that salmon follow the smell of the place they once grew up in and migrate to it, giving their progeny a chance of survival. Ms. Frizzle also adds that although little streams are good for little salmon, the ocean is much ample for bigger salmon, prompting Carlos to jokingly state "Fish-ion accomplished!". So the class enters the Bus, which transforms into a duck and flies away.

At the all school Fish Fry, the class returns with potato French fries and tells Janet about the migration of the salmon, who they decided to, as vegans, let be. Ms. Frizzle adds, "Once you've seen the salmon on the move, the rest is potatoes!" (from her friend, the Sturgeon General), which evokes laughter from the other class.


  • Janet makes her fourth appearance.
  • Mr. Ruhle makes his second appearance at the end of this episode, and his only appearance as a cameo.
  • Professor Frizzle quotes her Tanta Gefilte. "Tanta" is a Yiddish term for "aunt", and "gefilte" is a Jewish dish. The Friz having her calling her aunt that means the Frizzle siblings are possibly Jewish.[1]
  • The diving suits the students (except Arnold, Dorothy Ann, Phoebe and Tim) wore were the same diving suits they wore in Ups and Downs. Ms. Frizzle's diving suit is purple instead of some shells and sea stars.
  • "MicroBus Windows" is a reference to Microsoft Windows. This is also the first episode to make use of and reference modern technology in the main episode instead of the producer segment (optical discs, operating systems).
    • Coincidentally, Microsoft (Home) funded the original series for three seasons.
    • The “Pisces 95” software that brainwashes the Bus is a reference to the version of Windows, Windows 95. The software is also named after for the Western astrological sign of the fish, Pisces, which, ultimately, is Latin for “fish”.
  • This is one of few episodes with mature content, with the adult content happening during the part when the kids get fertilized.
    • The next episode has mature content as well.
  • It would be possibly reveal that Ralphie's best friends are actually Keesha, Wanda, and Carlos.
  • The scene after the bus transforms into a duck, the scene were the camera views the entire view of the city of Walkerville is the same scene in the beginning of the original series Season 1 episode, Kicks Up a Storm (as seen in the images).

    Kicks Up a Storm

Goes Upstream

The Magic School Bus
The Magic School Bus Rides Again