How to Train Your Dragon Wiki
How to Train Your Dragon Wiki

Everybody has 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.

"What Flies Beneath" is the fourteenth episode of Dragons: Riders of Berk. It aired on February 6th, 2013.


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' handicap proves to be his undoing.

Major Events

  • The Whispering Death makes its debut.
  • It's learned that dragons hold grudges, like Toothless does with his rival.
  • This is the first time we see that a dragon's loyalty for its rider is stronger than its desire for revenge.


Toothless Restless.jpg

Late at night, Berk's livestock is being mysteriously yanked underground, before the entity responsible is seen tunneling underground, just below the surface (leaving large dirt trails in its wake), as it makes its way through the village toward Hiccup's homestead. There, Toothless' proverbial hackles are rising, him being fully aware of the danger lurking beneath. Hiccup, however, sleepily just tells him to go back to bed.

The next day, Stoick and Gobber are among the first to discover a huge hole bored into the middle of the village. When Toothless looks into it he suddenly roars in anger and becomes extremely restless. Hiccup soothes him and tells him to calm down as it's only a hole. They then discover that Bucket, whom Mulch is looking for, is already inside the hole and informs them that inside, is a network of complex tunnels.

While Bucket claims that the tunnels are his happy place, something feral targets him and ejects him from the hole with a massive burst of debris. Stoick asks him if he's alright and inquires as to what happened. Bucket explains in fear that something huge pushed him out of the hole. Toothless growls and jumps in to confront the creature without letting Hiccup know, and searches the underground maze.


Meanwhile, the ground starts to tremble, and the Vikings above listen in fearful anticipation as a spooky slithering, whispering sound reaches their ears, before the creature bursts out of the ground in another blast of debris, revealing itself to be a huge Whispering Death, as identified by Fishlegs. The Whispering Death quickly looks over the teens' dragons, ignoring their riders, before mysteriously diving back underground. While Bucket and Mulch flaunt their Viking bravery in light of the situation, the fearsome beast rises out of the ground once more, and Gobber looks to Hiccup for a means of bringing it under control. Hiccup asks Fishlegs for information about the new dragon, which he receives, but with little useful detail on how to actually deal with it, which Snotlout has to specifically ask for. Before the Log Master of the Book of Dragons has a chance to respond, however, Stoick arrives atop Thornado to fend off the dragon. However, the mighty Thunderdrum's sonic roar seemingly has no effect on the spiked monster, prompting Gobber to remark that it doesn't seem to have 'its listening ears on'.

On Astrid's command, the Riders take to Stoick and Thornado's side in the air, preparing to repel the beast, before Toothless re-emerges from the hole, and aggressively signals his dragon comrades to back off, which they hastily do, much to their own riders' surprise. Astrid realizes that Toothless wants to confront the Whispering Death all by himself, and in the ensuing scuffle, the Night Fury is unable to effectively attack his opponent as he is unable to achieve flight on his own. The Whispering Death notices his missing tail fin and realizes that his opponent has a handicap and that he has the upper hand in the fight.

Stoick orders Gobber to arm the catapults and fire when the Whispering Death is clear of Toothless, but Hiccup requests that they hold off on the catapult assault as he tries to mount to Toothless so he can help him fly. Toothless, however, shrugs him off and presses on after his opponent, only glancing back at his friend for a second before roaring and charging ahead. Hiccup and Astrid stand bewildered as the Whispering Death unleashes a volley of tail spines in a similar fashion to a Deadly Nadder, which one of which snags Toothless in his right hind leg. Despite his injury, the Night Fury only roars and keeps his focus on the fight. Stoick belays Hiccup's earlier objection and orders Gobber to fire. The blacksmith launches a catapult round at the Whispering Death, striking it in the head. It spins around aggressively, before another boulder-round catches it in the head as well, seemingly forcing it back underground, as it bids a hasty, dirt-trailed retreat.

Hiccup rushes to Toothless' side, concerned for his dragon's injury, which the Night Fury allows him to assist with by way of pulling out the spine. Toothless glances back at his injured leg for a moment before leaping away to higher ground to stand sentinel in the event the spiked menace returned. Hiccup and the Riders discuss what just happened (with Snotlout making a rather insensitive comment to Hiccup about who was responsible for Toothless' inability to fly solo, much to Astrid's irritation), surmising with certainty that the Whispering Death and Toothless seem to only want to fight each other, but are unable to understand why as they regard Toothless, still on the defensive.

That night, Hiccup patches up Toothless' injured limb, wishing the dragon could just tell him what was going on. Toothless responds on a slightly defensive note when Stoick comes up the stairs to check in on Toothless' condition. Hiccup responds that he's on edge. Stoick pats Toothless and tells him not to worry as they'd shown the Whispering Death what they thought of 'uninvited guests' on Berk, and that he doesn't think the monster would be making a comeback anytime soon, adding that he at least hopes it doesn't. As they prepare to rest, Hiccup tells Toothless to take it easy and to mend himself before he and the dragon turn in for the night.

Immediately after Hiccup falls asleep, Toothless rises again, having only feigned sleep and gazes at his Rider in bed before looking up to the skylight and departing through it, intending to hunt down the Whispering Death himself, glancing back rather remorsefully at Hiccup's home one last time before departing.

Astrid not happy with Snotlout's insensitive comments.jpg

The next morning, Hiccup is alarmed to find Toothless missing and realizes that he disappeared in search of the Whispering Death from the day before. Hours later at the Academy, Hiccup assembles the Riders to prepare a search for the Whispering Death, deducing that if they find it, they would find Toothless as well. Fishlegs nervously inquires as to what they'd do if they found the Whispering Death before Toothless does, and Hiccup states that they would train it. Hiccup asks Fishlegs for any advantage in the Book of Dragons against the Whispering Death, however, there are none mentioned in the book, and Fishlegs' only observation is that it would be best to avoid the dragon's spines, which it can allegedly launch from any part of its body. Despite the hopeless odds, Hiccup urges that they hurry, fearing for his dragon's safety as he mounts Stormfly. Astrid assures him that they'll find Toothless after he helps her up.

As they explore through the forest, they land near two big holes and Hiccup calls out for Toothless if he's already there, he receives no answer. Suddenly the dragons are now raging uncontrollably, Hiccup tells everyone to quiet, the Twins temporarily makes an annoyance, they feel the earth shaking again. The Riders realize that they came too early to the Whispering Death, and the dragon emerges and identifies his intruders, it then retreats back underground.

It emerges back and attempts to assault the Riders as the dragon attempts to tunnel head towards them, Hiccup confronts the dragon and attempts to train it in hopes that it can leave Toothless alone, by reaching out his hand, when the Whispering Death nears his hand, he backs out and returns underground and Hiccup fails to train it.

RoB; Whispering Death Tunnels.jpg

Hiccup jumps inside the hole and finds the dragon again, despite Astrid telling him not to do it. Snotlout jokingly then pushes Fishlegs and he falls inside the hole also, Hiccup thinks Fishlegs came in to support him. Hiccup and Fishlegs follow the Whispering Death lurking around its maze of tunnel networks in an attempt to find any advantage to thwart the dragon. When the dragon springs up in front of them, they hide in one of its tunnels. The Whispering Death tries to find the trespassers, unbeknownst to the dragon Hiccup and Fishlegs are just at its side.

Fishlegs suddenly points to Hiccup a bite mark in the Whispering Death's body. Hiccup is surprised to find out as Fishlegs explain to him that the bite mark was formed by a Night Fury. Hiccup and Fishlegs discover that Toothless and the Whispering Death have met before in the past and both hold a grudge against each other, Hiccup wonders how long do dragons keep grudges, Fishlegs responds 'to the death..'. Hiccup and Fishlegs decide to escape the tunnel.

Astrid continuing to try and reach Hiccup.jpg

However, the Whispering Death spots them and they attempt to flee as fast as possible. When they reach the opening, Hiccup lifts Fishlegs to reach Astrid's hand and make it to the surface. However, Hiccup finds himself trapped as he is unable to reach Astrid's hand no matter the effort, the Whispering Death is traveling to him fast. Hiccup has no choice but to brace himself as the Whispering Death charges him with mass dirt and debris causing him to burst out of the hole.

The Whispering Death sticks out its head to devour Hiccup as he plummets down towards its mouth, luckily, Stormfly manages to rescue him in time. The Whispering Death is now in its aggressive state after Hiccup and Fishlegs trespass inside its home when Hiccup attempts to thwart it with dragon nip, the Whispering Death does not buy it and throws it to the dragons, leaving them passed out and the Riders defenseless. Hiccup is open for ideas, Snotlout recommends that they run for their lives.

The Whispering Death pursues them until Toothless finally makes it's arrival and fends off the Whispering Death and they resume their duel. However, the Whispering Death finds that he is encountered by the other dragons and falls back. Hiccup tries to mount to Toothless again, but Toothless still does not allow his Rider as he brutally pushes him aside, and almost threatens Hiccup. Hiccup tries to talk some sense into him as he requests to only help Toothless, but Toothless refuses and flees. Hiccup tries to follow him to come back, but Toothless threatens him with a warning shot, a message to stay away and he presses on without him.

I think your right.jpg

To Hiccup's dismay, they head home. while flying, Astrid tries to cheer Hiccup by saying that Toothless is only protecting him, but Snotlout denies that as he claims mockingly to Hiccup that Toothless is only determined to fight the Whispering Death alone. Hiccup admits that Snotlout was right, he realizes that Toothless' battle against the Whispering Death is not a fair fight, as he can't fly, so he thinks that Toothless needs him to make the competition fair and they turn back to find him.

Meanwhile, Toothless travels throughout the forest to thwart the Whispering Death to come out and settle their grudge. Overhead, the Riders spot him, Hiccup tells Astrid to get him down near him. Hiccup slowly approaches his battle-hardened attitude dragon to try and disenchant him, and he succeeds. Hiccup finally sees Toothless returning to his old self, but is short-lived when the Whispering Death emerges and taunts his rival. Hiccup tries to reason with Toothless to choose to back out and go home, it falls on deaf ears as Toothless accepts to settle their rivalry and pushes Hiccup aside as he tries to mount on him.

With the advantage in flight, Toothless is an easy target for the Whispering Death to pick off, as he continuously harms Toothless. Hiccup thinks that Toothless needs their help and the Riders' dragons attempt to support him, but Toothless furiously tells them to back off and leave the fighting to them alone. The dragons respectfully obey his decision.

With no support from the dragons, all the Riders and Hiccup can do is watch their fight. The Whispering Death pushes Toothless to a clearing. The Whispering Death destroys the path to the main ground and Toothless finds himself stuck on a sea stack and becomes an easy target for the Whispering Death. The Whispering Death decides to finish the fight by attempting to push Toothless off the clearing and plummet to his doom.

Watching what is going on.jpg

Suddenly Hiccup takes a step off the cliff and falls, that stuns the Riders and Toothless. Toothless decides to discard the fight and rescue his best friend. With only feet away until they meet their doom, Hiccup manages to mount up onto Toothless and successfully manages set his tail to work, allowing Toothless to fly.

Reunited, Hiccup and Toothless together decide to finish what they started. As they fend off the Whispering Death, Fishlegs notices it getting blind by sunlight, discovering it's weakness, as the dragon can't handle its sensitive eyes in bright lights. Hiccup and Toothless uses this advantage to get the Whispering Death to exit its home by blasting it with plasma to its underground complex, creating a burst of bright plasma erupting in each opening.

The Whispering Death eventually emerges, and Hiccup and Toothless tackles and pins the dragon. In the end, Toothless wins the duel and the Whispering Death is now at the mercy at Toothless. Toothless brutally taunts the dragon preparing to finish him off, but for a moment, has an epiphany that reflects his violent attitude of himself, and decides to spare his long-rival dragon despite his grudge, and the Whispering Death returns home in humiliating defeat.

Snotlout is disappointed that Toothless didn't finish him, Hiccup responds that not all dragon grudges are to the death, Fishlegs decides to change it in the Book of Dragons, the Riders head home.

The next day, Hiccup and Toothless travel to the forest and drop boulders into each hole that was created by the Whispering Death to block passages into it. Their friendship has strengthened as they both promised that they'll always support each other to the enemies that arrive to face them, no matter what.


  • This episode was originally titled "No Country for Old Dragons". It's unclear why the name was changed, presumably because it doesn't have anything to do with the plot, but some episode guides still list it as such.
  • When Fishlegs and Hiccup are in the Whispering Death's hole, they come across a black sheep. This may be referenced later in Dawn of the Dragon Racers when Sven complains that his black sheep always falls in a well.
  • When Toothless lays down to sleep, his head was facing the wall, but when Hiccup looked at him, Toothless' head was facing Hiccup's bed.
  • The title is a reference to the thriller movie What Lies Beneath.
  • This is the first episode to feature a dragon grudge.
  • According to Fishlegs, the other 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 first movie, when Hiccup shot down Toothless with a bola, ripping off a tailfin.
  • It appears the Dragon Academy students all carry Dragon Nip. This is likely that they do it just in case one of the Academy dragons needs to be calmed down immediately.
  • The Whispering Death is revealed to be allergic to Dragon Nip, as it did not accept the Dragon Nip Hiccup tried to give to it but sneezed instead.
  • When the Whispering Death looks at Astrid and Stormfly at the beginning of the episode, Stormfly's missing the spikes on her head.
  • When Fishlegs has the Book of Dragons to tell the others of the Whispering Death, it actually shows a page on the Night Fury, but it's possible the page not seen had stuff on the Whispering Death.
  • The Whispering Death's aversion to sunlight is discovered.




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