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This is the transcript page for What Flies Beneath, complete with full dialogues and actions.


[A yak disappears in a cloud of dirt, followed by several sheep. Ominous cracks appear suddenly appear in the ground.]

Hiccup (v.o.): Everybody has a past. Even dragons. And sometimes, the past can come back to haunt them.

[Toothless growls at the ground while Hiccup sleeps.]

Hiccup: Ugh, Toothless, go back to sleep.

Hiccup (v.o.): And when it does, you're gonna need to be there for them.

[Toothless sniffs and then growls angrily at the hole.]

Hiccup: Whoa, hey! Come on, it's just a hole, bud.

Bucket: It's not just a hole! It's like an underground village!

Mulch: Bucket! There you are. I've been lookin' for you all night!

Bucket: Sorry, Mulch. But I think I finally found it: My happy place!

[Bucket is thrown out of the hole in a cloud of dust.]

Stoick: Are you alright, Bucket?

Bucket: Not so happy anymore.

Stoick: What happened?

Bucket: Something pushed me out! Something's down there. Something big!

[Toothless growls and jumps down the hole.]

Astrid: What is that sound?

Gobber: Eh, whatever it is, it's giving me the willies.

[Whispering Death shoots out of the hole and hovers over the Vikings.]

Snotlout: Whoooooaaaaa, look at the size of that thing!

Fishlegs: Do I have to?!

Astrid: Dragons! Everyone!

Snotlout: Uh, I don't like the way it's eyeballing me.

Fishlegs: Uh, don't worry, it's not just you.

Snotlout: Thanks, big relief!

[The Whispering Death dives back into the ground.]

Astrid: What... was... that?

Tuffnut: Whatever it was, I want one!

Fishlegs: If I had to take a guess, I'd say that was a Whispering Death.

Tuffnut: Whoa, great name. So much better than Zippleback.

Bucket: Where'd it go? Why's it here? What's it gonna do to us?! WHY AREN'T YOU SLAPPING ME TO SNAP ME OUT OF THIS?!

Mulch: Because I'm scared, too, Bucket.

[The Whispering Death bursts from the ground making a fresh hole.]

Gobber: Ah, it looks angry. Why don't you do that think where you touch its nose and feed it grass?

Hiccup: Okaaaay! Uh, Fishlegs, what do we know about the Whispering Death?

Fishlegs: Boulder Class; Razor sharp teeth, incredibly strong, hunts from underground.

Tuffnut: Now I really want one!

Snotlout: So, how do we deal with this thing?

Stoick: Stand back, everyone!

[Stoick arrives riding Thornado who bellows at the intruder.]

Stoick (cont.): Thornado's got something to say to this beast!

[Thornado roars at the dragon, but it quickly roars back, unaffected.]

Gobber: I don't think it's got its listening ears on.

Astrid: Alright, let's run this thing out of here!

[Toothless emerges from the hole and growls to the resident dragons.]

Snotlout: What is Toothless doing?!

Astrid: I think he wants us to back off.

Fishlegs: No problem here.

Hiccup: Toothless!

[Toothless and the Whispering Death fight. Toothless is unable to get airborne.]

Hiccup: Toothless can't fly without me! He's a sitting duck!

Stoick: Gobber, man the catapults, and when that thing is clear of Toothless, Fire!

Hiccup: Dad, wait! Just let me help you, bud.

[Hiccup tries to mount Toothless, but Toothless won't let him.]

Hiccup: What? Toothless, wha-what's wrong?

Astrid: What was that all about?

Hiccup: I have no idea.

[Whispering Death injures Toothless with a razor-sharp spine that drives itself into his leg.]

Stoick: Gobber!

[Gobber launches a boulder at the Whispering Death and it retreats down the hole, carving a new path underground.]

Hiccup: Oh, no, you're hurt!

[Toothless allows Hiccup to remove the spike from his leg, then runs away.]

Hiccup: Toothless, wait!

Astrid: Where's he going?

Snotlout: Probably running away to lick his wounds. [laughs]

Hiccup: It's not funny! He could've been killed. He can't fly, remember?

Snotlout: And whose fault is that?

Astrid: Seriously, did you just go there?

Snotlout: Hey, I call it like I see it.
Fishlegs: Um, does anyone want to talk about what in the name of Thor just happened?
Tuffnut: Uh, dragon fight? Just another day on Berk.
Fishlegs: Uh, not really. It seemed like there was way more to it than that.
Hiccup: He's right. The Whispering Death singled Toothless out.
Astrid: And Toothless wanted that dragon all to himself.
Hiccup: Yeah, he certainly did. But why?
Tuffnut: Uh, are we going to be tested on this, because I'm completely confused.
Ruffnut ThorstonWell, don't look at me.


Hiccup: I-I really wish you could just tell me what was going on out there today.

[Toothless growls at the sound of footsteps on the stairs.]

Hiccup: Whoa, whoa, whoa, easy, bud. It's just my dad.
Stoick: How's our wounded warrior?
Hiccup: He's still a little on edge.
Stoick: Don't worry, Toothless. I think we showed that dragon a thing or two about uninvited guests on Berk. I don't think he'll be coming back any time soon. At least I hope not.
Hiccup: Yeah, me too. Okay that should do it. bud. You just need to take it easy.

[Toothless lies down, Hiccup goes to sleep, then Toothless leaves via the window.]

Hiccup: To-Toothless?
Hiccup: Toothless! Oh, no. He went after him... alone.
Snotlout: Maybe Toothless just went for a morning flight? Oh, that's right... he CAN'T!
Astrid: Really? You're going there again? Now?!
Hiccup: Toothless must be looking for the Whispering Death. We find it, we find Toothless.
Fishlegs: What do we do if we find the Whispering Death first?
Hiccup: Well, we train him.
Tuffnut: You know he's got "death" in his name, right?
Hiccup: Fishlegs, is there anything about the Whispering Death in the Book of Dragons that can help us?
Fishlegs: It can shoot razor sharp spines from any part of its body.
Astrid: And how's that gonna help us?
Fishlegs: Well, it would help if we stayed away from those.
Tuffnut: Or we can get near them and use Ruffnut as a human shield!

[Ruffnut savagely kicks Tuffnut in the kneecap.]

Tuffnut: OW! MY KNEE CAP! That's new... I like it.
Hiccup: This Dragon must have a weakness...
Fishlegs: Actually, no. Yeah, it says right here: "no known weaknesses".
Tuffnut: Ha, I really love this thing.
Hiccup: Okay, great, uh, can we go now, please? We don't know how much time we have.
Astrid: Don't worry, Hiccup. We'll find him.
Hiccup: There, down below.
Hiccup: Toothless?! Toothless?!
Snotlout: How do we even know the Whispering Death made these holes?
Astrid: So you think it might be the other 2,500 pound, rock eating Dragon we're following?
Snotlout: I know what you're- Don't try to confuse me.
Hiccup: Look at this...?
Hiccup: He must've lost a tooth.
Tuffnut: Is it sharp? If it is I want it! I like sharp!
Ruffnut: Yeah, sharp is good!
Fishlegs: Think about this: hundreds of those spinning together, ripping through dirt and tree roots. Discarding rock like it's not even there!
Astrid: Stormfly, what's wrong?
Tuffnut: What's wrong with you?
Ruffnut: Barf, settle down!
Hiccup: Stop! Listen...
Tuffnut: Listen for what?!
Ruffnut: I don't hear anything. What are we listening for?!
Astrid: Be quiet!
Tuffnut: How are we supposed to hear anything over her yelling--?
Astrid: Shhh!
Fishlegs: The whisper...

[The ground shakes violently.]

Snotlout: Looks like we beat Toothless.
Astrid: Yeah... we win...
Fishlegs: I'm not feeling like a winner!

[The Whispering Death emerges and growls at Fishlegs.]

Fishlegs: Hi... um... I like the teeth...

[The Whispering Death burrows back underground.]

Snotlout: I hate it when he does that! Can you at least tell me why he does it?!
Fishlegs: Maybe to hunt...? Maybe because it's cooler...? Maybe to look for water...? AND MAYBE BECAUSE HE CAN'T STAND THE PRESSURE OF EVERYBODY ALWAYS EXPECTING HIM TO HAVE THE ANSWERS!
Tuffnut: He's losing it.
Ruffnut: I's awesome.

[The Whispering Death emerges from the ground again.]

Tuffnut: Somebody hold it still. I wanna pet it!
Astrid: Do you actually have a plan, or are you just trying to get yourself killed?
Hiccup: If I can train it, it'll leave Toothless alone...
Snotlout: Right, so you are trying to get yourself killed?

[The Whispering Death charges towards Hiccup but stops short in front of Hiccup's outstretched hand. The dragon sniffs it and turns away.]

Hiccup: Okay.
Astrid: Um, I know what you're thinking, and the answer's no.

[Hiccup jumps down the hole.]

Astrid: Why does he always do that?
Fishlegs: Oh, man. I am so glad I'm not down there with him right now.

[Snotlout pushes Fishlegs down the hole.]

Snotlout: Oops.
Hiccup: Thanks, Fishlegs. I kinda figured you'd be the last one to volunteer.
Fishlegs: Yeah! I didn't want you to have to face that thing all alone.
Hiccup: This things been busy.
Fishlegs: Quick question: why are we down here again?
Hiccup: This is where it spends all of it's time. There's gotta be something down here that can help us.
Hiccup: There it goes, let's follow it.
Fishlegs: Oh, you were talking to me...?
Hiccup: Fishlegs, new Dragon. You love this stuff!
Fishlegs: I hate that about me!
Fishlegs: Hiccup, did you see--?
Hiccup: Can it wait?
Hiccup: Let's just hope it keeps going...
Fishlegs: How'd that work out for us?

[Hiccup and Fishlegs see a bite mark on the Whispering Death's tail.]

Fishlegs: Did you see that?!
Hiccup: Was that a bite mark?
Fishlegs: Not just any bite mark, that's a Night Fury bite mark. I think I know why these two are looking for each other.
Hiccup: They have a history.
Fishlegs: A grudge.
Hiccup: If that's true, how long do dragons carry a grudge?
Fishlegs: To the death...
Hiccup: Let's get out of here before it comes back.
Fishlegs: That is a really good idea.

[The Whispering Death finds them.]

Astrid: They've been down there forever.
Astrid: Hiccup! Fishlegs!
Hiccup: Yep, right here.
Tuffnut: Did you see the Whispering Death? Was it cool?
Ruffnut: Did you touch it? Was it cool?
Tuffnut: I wanna touch it!
Fishlegs: Can we talk about this later? We really need to get out of this hole!
Astrid: Yeah, you do.
Hiccup: Fishlegs, you go first.
Fishlegs: No argument here.
Astrid: Grab my hand!
Astrid: Hiccup, hurry!

[Hiccup tries to reach Astrid's hand and succeeds, but then slips from her grip.]

Hiccup: I can't reach!
Astrid: Hiccup! Just... a little more!
Hiccup: I'm trying!
Hiccup: Everyone stand back!
Hiccup: WHOOAAA!

[Hiccup is thrown out of the hole by a dust cloud, and the Whispering Death is ready to catch him -- WITH ITS TEETH!]

Tuffnut: Wow, I bet he can see our house from up there.
Astrid: Stormfly!

[Stormfly saves Hiccup from being eaten.]

Hiccup: Thanks, Astrid.
Tuffnut: I don't think he likes you in its hole...
Hiccup: Yeah, I got that.
Snotlout: Can we get out of here! Please?
Hiccup: No. I know I can train this thing. Anybody got some Dragon Nip?

[Hiccup suddenly has armfuls of Dragon Nip.]

Hiccup: Don't be afraid... I'm a friend. Here--
Hiccup: You'll love this. All the dragons love this.

[Whispering Death sneezes the Dragon Nip towards the other Dragons, making them swoon blissfully.]

Snotlout: Oh, great. Now we're defenseless.
Hiccup: Any ideas? I'm throwing it wide-open to the group.
Snotlout: I got an idea... RUN!

[The Whispering Death chases the group but is suddenly tackled by Toothless.]

Astrid: Toothless!

[Toothless chases the Whispering Death away. Hiccup tries to mount him but Toothless once again doesn't let him.]

Hiccup: Hey, bud. It's me. I know what's going on with you and that other dragon.
Hiccup: Let me help you.

[Toothless runs off.]

Hiccup: Toothless, come back!

[Toothless fires a blast at Hiccup's feet, stopping him from following, then runs off.]

Tuffnut: Awkward...
Snotlout: So Toothless has an arch-enemy. Kind of like you and me.
Hiccup:Snotlout! You're not my arch-enemy!
Snotlout: Well, you're mine!
Astrid: He's just trying to protect you.
Snotlout: That's not what it is! Toothless doesn't want you around because this is between him and the other guy. He's a fighter. Like me.
Snotlout: Not... whatever you are.
Hiccup: I... never thought I'd say this, Snotlout, but I think you're right.
Snotlout: Wait... huh? You guys heard that, right?
Hiccup: It's not a fair fight! If Toothless is gonna win, he has to fly. And he can't fly without me!
Astrid: So, what are you saying?
Hiccup: I'm saying we need to find him. And soon.

[Toothless runs through the trees looking for the Whispering Death.]

Hiccup: There he is! Get me down there.

[Hiccup approaches Toothless, with his hand extended out. Toothless finally touches his nose to Hiccup's hand.]

Hiccup: Hey, bud. You had me so worried there for a while. You haven't been yourself lately. Good to see you're still you.
[The Whispering Death appears from the ground.]
Hiccup: You can just walk away from this, bud!
Hiccup: Let's just go home--

[Toothless pushes Hiccup away again.]

Fishlegs: You were so close. I thought you had him!

[Toothless tries to fly towards the Whispering Death, shooting plasma blasts but is knocked down by the Whispering Death.]

Hiccup: He needs our help.

[Toothless tells the other dragons to stay away.]

Astrid: Come on, girl!
Snotlout: Hookfang won't budge!
Tuffnut: I think ours is broken.
Fishlegs: They know this isn't their fight, guys.

[The Whispering Death corners Toothless on a cliff ledge, with no escape.]

Hiccup: TOOTHLESS! Buddy...
Hiccup: He's gonna knock Toothless into the canyon!

[Hiccup steps off the ledge and freefalls into the canyon. Toothless dives to save him.]

Astrid: Hiccup!

[Hiccup mounts Toothless in midair.]

Astrid: Yes!
Hiccup: You save me, I save you! That's the way it is!

[Toothless and Hiccup fight the Whispering Death.]

Fishlegs: The sunlight, Hiccup! That's its weakness!
Hiccup: Okay, bud. Keep him above ground.

[Toothless shoots plasma blasts down the Whispering Death holes.]

Ruffnut: This. Is. Amazing!
Tuffnut (talking to Belch): We've got to find you an arch-nemesis.

[Toothless finally defeats Whispering Death and goes to finish with plasma blast.]

Hiccup: Toothless! No!

[Toothless jumps off the Whispering Death and lets it fly off underground.]

Snotlout: Aw, man! Toothless could have finished him off!
Hiccup: Well, I guess all dragon grudges aren't to the death.
Fishlegs: I guess I'll have to change that in the book.
Hiccup: Hey, bud. What do you say we go home?
Hiccup (v.o.): When our past rears its ugly head, it usually doesn't have six rows of razor-sharp teeth and a bad attitude.

[Toothless drops boulders to cover the Whispering Death's hole openings.]

Hiccup (v.o.): If it does, you're going to need a great friend who has your back. I will always have Toothless' back. And he will always have mine.
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