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On the way to school, the guppies see a pumpkin patch and get a fallen leaf. Mr. Grouper tells the class about fall. The song is about leaves falling down, and the guppies wear sweaters throughout the song. Deema's hosting a dining room talk show, and Goby tells everyone where to put the napkins, forks and spoons. He songs a little song about their placement to the tune of "twinkle twinkle little star". Lunch has a leaf sandwich. Gill and hobby dress as pirates and are blowing up pumpkins, Mr. Grouper is pretending to be a pumpkin. Outside Nonny and Oona are dressed as squirrels and try to collect acorns weekend they ruin into the Party Squirrel.

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