Upon entering UNDERWATER HIGHWAY you'll find a PLUTO'S SPACELINE station. Continue west of here and you'll run into a surprise in the form of SWEETHEART, who is, once again, single. She says something cryptic about making her own perfect paramour, then runs off.

You can easily get through this area without running into a single enemy by digging into your wallet. That does not mean UNDERWATER HIGHWAY is devoid of baddies, however:

  • FISH BUNNY - Can't do a ton of damage, but is capable of summoning in more FISH BUNNIES. You may find yourself drowning in enemies if you wait too long.
  • MUSSEL - Hard-hitting foe with very little health. Definitely worth targeting first before it buffs up its defenses.
  • ЯƎVƎЯƧƎ MƎЯMAIႧ - Inflicts damage on one or two characters at a time. Not a big deal overall. 
  • SHARK FIN - Can make itself ANGRY and take big, nasty bites out of your characters. Make it SAD if it's doing too much damage.
  • SQUIZZARD - Bizarre magic user relegated to a single area. Can randomly apply an EMOTION to the whole party, messing with any attack plan you might have.

You have two options for getting through this area. We'll explore the more expensive - but much faster - option first. (If you traded your CLAMS to SHADY MOLE, however, you'll need to take the longer route, detailed below. Don't worry, you'll find him very quickly.)


The first is to follow SWEETHEART to the toll gate ahead. The TOLL GATOR in charge will ask you to spin a wheel, and depending on what you get you'll be charged a variable amount of CLAMS to bypass his toll gate. You'll have to do this three times to get through UNDERWATER HIGHWAY, and each TOLL GATOR gets more and more expensive, with the last two just charging you high amounts of CLAMS to get past.

If you want to use this route and save on CLAMS, put HERO in front. Speak to the TOLL GATORS, then turn down their offers. Each one will reduce their prices for HERO. The first will allow you past for 500 CLAMS, the second for 1,000 CLAMS, and the third for 1,000 CLAMS. 2,500 CLAMS is pricey, but it's not too bad.

If you opt to pay your way through the area you'll find yourself at the end of the highway in no time. Before you run straight through, however, there are things to check along the UNDERWATER HIGHWAY:

  • Along the south side of the road is a house shaped like a fish head. This belongs to FISHBOY, who likes to catch and raise fish. Okay. To the left of the ladder leading up to his home is a LEMONADE, half-hidden behind some coral.
  • A little ways west of the second toll gate is the MUSTARD SUB, a restaurant staffed by mermaids. You can buy a variety of excellent healing items from ELEANOR, the mermaid behind the counter. You'll also find CAPT. SPACEB... ahem... SPACE EX-HUSBAND inside, with his crew, and he'll put on a little concert. Aw. Settle down to dine at the bottom-right table before you leave.
  • To the left of the MUSTARD SUB is a biker gang that is extremely nice. Speak to each one of them with HERO in the front and they will give you items, namely MILK, a WHOLE CHICKEN, a POETRY BOOK, and COOL GLASSES.
  • South of the kindly biker gang you'll find SEACOW FARMS, and it's filled with SQUIZZARDS. Enter the barn and you'll find FARMER JIM, who is annoyed at the SQUIZZARD invasion of his land. He'll pay you 500 CLAMS for each SQUIZZARD you remove from his yard. This money combined with what you'll earn from each battle more than covers the cost of the toll gates. You can complete the SQUIZZARDS side quest by defeating just one SQUIZZARD, though FARMER JIM will continue to pay out for every SQUIZZARD you defeat. (And killing one hundred of them is worth an achievement!)
  • Sitting in a clamshell to the left of the final toll gate is the S key for HANGMAN. Peer into the hole it leaves behind for a grim visual.
  • Near the end of the road you'll find a taxi that will take you back to LAST RESORT.
Once you find the taxi you'll reach the end of the UNDERWATER HIGHWAY. Your next destination is up the cliffs to the north. (And if you paid your way past the TOLL GATORS, MARI, ever on her picnic blanket, will give OMORI 500 CLAMS. What a nice sister.) That said, there's an alternative path through this area that might be worth checking out, even if you're willing to pay your way through the toll gates.


If you decide not to pay the TOLL GATORS you'll need to find another way around the UNDERWATER HIGHWAY. Go north of the first toll gate and you'll find traffic cones in your way. Slice them up with OMORI and head up the northern path. You'll come to a construction yard, and you'll start running into enemies.

Just north of where you come out you'll see a BARREL. Use AUBREY to smash it up, kill the MUSSEL behind it, and check on the left for the SHUCKER, a weapon for HERO. Take a right from the entrance and you'll find a ladder; look to the right of the ladder, behind some coral, for a PINEAPPLE JUICE, then start climbing.

If you go down the next ladder on the right you'll find a cave that's surrounded by... well, stuff. Inside you'll find an INNER TUBE, as well as RAMEN in the toilet, and if you gave your CLAMS to SHADY MOLE you'll find him in here. He's not happy to see you.


Always knew he was up to no good... all of SHADY MOLE'S moves do damage, to one or more characters, and he'll do a fairly significant amount if he thwomps a character with B.E.D. He's nevertheless pretty manageable, as far as bosses go, and shouldn't cause you any great trouble.

You'll receive a piece of TOFU for defeating SHADY MOLE - of course - and once he's gone you'll find your missing CLAMS sitting on the ground.

Head back outside and climb up on the building-in-progress. Aubrey can get you to the uppermost walkway, and OMORI can slash his way to some PINEAPPLE JUICE. There are two ladders near here, and if you go up the tall one you'll find a JOKE on a billboard. This is the joke that's actually useful, so don't miss out on it.

Take the next two descending ladders and you'll be back on the ground in no time. Check on the right for a PINEAPPLE JUICE behind some coral, and check to the left, behind a traffic cone, for some WATERMELON JUICE. Then climb back up the last ladder, smash up the barrels on your left, and approach the cave on the other side.

As long as you haven't triggered a toll booth, a familiar face will pop out here: SNALEY! This odd marshmallow thing has appeared a few times during your adventure, and SNALEY wants to be trained. If you agree you'll get into a fight with him. SNALEY is not a difficult opponent, and just attacks you for weak damage. Beat SNALEY up to receive a COFFEE.

This cave is a series of interconnecting tunnels. If you head off the beaten path you'll find some goodies:

  • If you head south from the cave's entrance you'll find an open area. Check to the left for a PINEAPPLE JUICE and to the right for an AIR HORN. If you keep going all the way south you'll wind up back on the UNDERWATER HIGHWAY, just east of the second toll gate.
  • Stick to the lower pathways and head west. You'll find several dead-ends with items. Check them to find a COMPUTER PART, a FISH TACO, and a WHOLE PIZZA.
  • Follow the tunnels to the northeast and you'll find some DYNAMITE. (As well as an odd NPC named GOYLE. He can't be that hideous.)
  • If you head generally north, around the midpoint of the cave, you'll find a rear cavern filled with MUSICAL CLAMS. They range from melodic and pleasant, to... not.
  • Head to the northwest and you'll find a GOLD WATCH, not far from one of the cave's exits. Just south of this same exit you'll find a STORMCLOUD.

Your goal here, ultimately, is to head for the exit in the west. It will take you back outside, where SWEETHEART will again razz the party before she leaves. You're near another construction site, and if you head south before crossing to any of the platforms you'll find a path leading back to the UNDERGROUND HIGHWAY. This one puts you past the second toll gate and just before the third.

If you fought SNALEY earlier you'll find him here again, and you can fight him to receive another COFFEE. He knows some SKILLS, but is still very easy. Smash the barrel ahead to get to the next construction platform. It's a bit maze-like, and there are a lot of enemies, but in general it's pretty obvious which directions you need to go to make your way west. You'll find a LIFE JAM, a MELON SMOOTHIE, and a CHEESEBURGER along the way.

Regardless of the route you took you'll wind up at the end of the UNDERWATER HIGHWAY at this point, as the road goes no further west. You'll find SNALEY here one more time, and he'll challenge the group again. This round against SNALEY is more difficult, as he hits harder and can attack your entire team, but so long as you change his EMOTION from HAPPY to SAD you shouldn't have much trouble beating SNALEY. You'll earn a final COFFEE for defeating him.

Go up the ladders and you'll find MARI's picnic blanket. Heal up, save, and picnic. MARI will speak of a place called DEEPER WELL, and the bridge to it is up the cliffs to the north of her blanket. 

If MARI'S words sound climactic, well... they kinda are. Up ahead is the last area available to explorers of HEADSPACE, at least on the SUNNY ROUTE. You'll have another chance to explore HEADSPACE before leaving it behind, but if you have unfinished business elsewhere in the game now's not a bad time to get it done. You may find the extra items / levels / SKILLS you discover along the way handy for what's to come.