An underwater world which oddly seems to be somewhat based on more modern times (See the sunken cruise ship in the background). There are various fish enemies and seahorses that can freeze you. The beast form of the level is the Charodon (Shark). Once you transform you are able to freely swim, and the stage opens up so you can go way higher or lower. The boss here is a squid/jellyfish creature that has overtaken a sunken ship.