What Flies Beneath

703pages on
this wiki
"What Flies Beneath"
Tumblr mhvewpo3Ll1ryxe54o1 1280
Dragons: The Series
Dragons: Riders of Berk, Episode 14
Episode Information
Premiere date: February 6, 2013
Viewers: 1.453
Written by: Jim Cooper and Art Brown & Douglas Sloan
Directed by: Louie del Carmen
Episode Chronology
Previous Episode: "When Lightning Strikes"
Next Episode: "Twinsanity"

What Flies Beneath is the 14th episode in DreamWorks Dragons series. It was aired on February 6th, 2013 (at 8:00pm on Cartoon Network). The new dragon featured in this episode is, the Whispering Death. It is preceded by When Lightning Strikes and succeeded by Twinsanity.


A Whispering Death has drilled tunnels all over Berk, searching for Toothless, his old rival. Toothless wants to fight this Whispering Death all by himself, refusing the help of Hiccup and the gang. It's up to Hiccup to confront Toothless and convince him to halt his revenge against the Whispering Death before Toothless's handicap proves to be his undoing.


The episode begins with all the animals, while peacefully chewing grass, they are being pulled down mysteriously underground. The scene shifts to Hiccup's bedroom, where Toothless paces, sniffing, looking around and giving low menacing growls with the reason yet unknown. Hiccup's narration is also given:

"Everybody have a past, even Dragons. And sometimes the past can come back to haunt them. And when it does, you're gonna need to be there for them."

The next morning, the Vikings notice a huge mysterious hole, and Bucket fell inside it the previous night. Toothless, boiling with rage, comes towards the hole, and growls fiercely at it. Hiccup tries to settle him down, saying it was just a hole. Bucket reports the hole looks strange, in fact, he says it looked like an underground village. Something strikes Bucket, and he goes flying out of the hole. On being questioned by Stoick, Bucket says something was down there, "something big". Toothless, brooding over Bucket's claim, goes inside it and disappears into one of the many underground side tunnels.

The ground above shakes. After a few seconds, a large dragon erupts of the hole, the Whispering Death. It looks at each of the Academy Dragons with its white eyeballs (which doesn't have visible pupils), and dives back into the ground. Fishlegs says the Dragon they saw was a 'Whispering Death'. This Dragon attracted Tuffnut, and he says whatever it was, he wanted one, and it had a great name, even better than Hideous Zippleback. The Whispering Death erupts out of the ground again. Gobber suggests Hiccup try to calm or train it by touching its nose and feeding it grass. Hiccup asks Fishlegs for details about the Whispering Death. Fishlegs replies they're Boulder Class Dragons, razor sharp teeth, incredibly strong, and hunts from underground. When Snotlout questions on how to deal with this thing, Stoick appears on Thornado, saying Thornado had something to say to this beast. Even Thornado's powerful roars didn't affect the Whispering Death.

The Academy dragons follow Thornado to help him defeat it, but Toothless appears out of the hole, and roars at the other dragons, saying this wasn't their battle. Since Toothless couldn't fly, the Whispering Death got the better of him. The wild Dragon sees Toothless' tail and recognizes he's been maimed, leaving him ground-bound. Toothless makes desperate attempts to fly, but it didn't work to his frustration.

487708 532915266730016 1421446671 n

Toothless telling everyone to leave the battle for himself

Hiccup, on seeing this, decides to get on his back to help him fly to defeat the Whispering Death. When Hiccup tries to get on him, Toothless halts him, much to the astonishment of Hiccup, and the rest of the gang. Toothless roars as if saying it was a fight between him and the Whispering Death, and he shouldn't interfere in it. The Whispering Death releases a volley of spines and hits Toothless in the leg with one. Gobber launches a catapult at the Whispering Death, hitting it twice. When the sunlight falls on it, the dragon dives back to its hole.

Hiccup tends to Toothless' injured leg. Toothless is normal now, and allows Hiccup to remove the spine. After removing, he runs up and past the doors of the Great Hall, in the direction the Whispering Death retreated. Hiccup, Astrid, and Fishlegs are all still puzzled by Toothless' behavior, and the way he wanted to fight by himself. Snotlout teases Hiccup about it, but Hiccup snaps back it isn't funny, and Toothless could have been killed. As Toothless looks off toward where his attacker headed from his vantage point, Hiccup is still worried about his increasingly erratic Night Fury.

The group asks Fishlegs what the Book of Dragons says about Whispering Death; they're from the boulder class, its specialty is obviously digging, it fires serrated spines from every inch of his body as well as rings of fire and has no known weakness. The group attempts to track Toothless and the Whispering Death through the forest, hoping to either find Toothless first and snap him back to his senses or find the Whispering Death and train it. Confronting the Whispering Death, Hiccup and Fishlegs chase him through the underground tunnels, getting up close and way too personal they discover an old injury, a Night Fury bite mark. Putting two and two together Hiccup and Fishlegs realize the Whispering Death and Toothless are old rivals and they now wish to challenge. Escaping the Whispering Death's tunnels the group is once again confronted by the wild Dragon.

At first they attempt to calm him using Dragon nip but the Dragon turns out to be allergic, not only sneezing away the Dragon nip but sneezing it into the other Dragons causing them to fall unconscious. Toothless arrives on scene and fights with his nemesis; none of the other Dragons want to get involved realizing what is going on is between the two of them.

The Whispering Death backs Toothless onto a cliff and attempts to knock him to his death via fire rings. With Toothless being unable to fly, he was sure to be killed. Left with no other choice but to help Toothless, Hiccup jumps into the canyon, prompting Toothless to jump after him, allowing Hiccup to mount the Dragon granting him flight. Now evenly matched, the odds are further pushed into Toothless' favor with Fishlegs realizing the Whispering Death can't stand bright light.

The group chases the Whispering Death out of the tunnels by firing a fire blast by Toothless, pressing the advantage Hiccup and Toothless keep themselves in the sunlight blinding the Whispering Death and allowing Toothless to pin him down. When Toothless is about to permanently end the rivalry between the two Dragons Hiccup stops him and the Whispering Death runs off.

As Hiccup and Toothless seal off the holes with rocks, Hiccup narrates commenting when your past catches up with you, you need friends to back you up.


The full transcript can be found here



  • The title is likely a reference to the thriller movie What Lies Beneath.
  • The Whispering Death makes it's first appearance in the series.
  • This is the first episode to feature a dragon grudge (Toothless fighting the mysterious and deadly Whispering Death with which he has a mysterious and yet unknown reason to have a grudge with. Perhaps these two dragons were once friends until they betrayed each other.)
  • According to Fishlegs, the other Berk Dragon Academy dragons didn't aid Toothless in fighting the Whispering Death because they knew it wasn't their battle.
  • This is the first time in the series that the inhabitants of Berk use their catapults against a dragon.The first tribe in the series to use catapults against Dragons are the Outcasts.
  • One of Snotlout's bullying actions towards Hiccup in this episode, is asking him how it came that Toothless wasn't able to fly on his own. This is a reference to the event in the movie, when Hiccup shot down Toothless with a bola, ripping of a tailfin.
  • It appears the Dragon Academy students all carry Dragon Nip (the garlic scented grass that instantly calms and subdues a dragon). This is likely that they do it just in case, if one of the Academy dragons needs to be calmed down immediately.
  • The Whispering Death in this episode did not accept the Dragon Nip Hiccup tried to give to it. It sneezed instead.
  • When the Whispering Death looks at Astrid and Stormfly in the beginning of the episode, Stormfly's missing the spikes on her head.
  • It is shown that the Whispering Death is allergic to Dragon Nip.

Around Wikia's network

Random Wiki