The episode begins with Finn and Rap Bear having a rap battle in Candy Kingdom. After defeating Rap Bear, Finn tells Rap Bear that he is like his hero. Party Pat tells Finn that he thought Billy was his hero, but Finn tells Pat that he is dead. Finn then leaves the rap battle. While walking away towards the candy streets, he runs into Canyon, Billy's ex-girlfriend. Finn and Canyon went to Billy's Crack where they came across some faries and what appears to be their king, a large fairy named Jordan. Jordan told Finn to go away as Billy's Crack was his home so Finn chopped off the Gnome King's head with his Grass Sword and the Gnomes carried his head and flew away. Finn and Canyon then found Billy's bucket list and try to complete it. The list consists of 3 items not finished by Billy before his untimely death caused by the Lich, including "Take Canyon on one last ride," "Tell Finn that thing," and "Lie on my back in the ocean. Just float." After Finn completes the first task he goes to the ocean where the Fear Feaster manifests from Finn's belly button. Finn knocks himself unconscious and falls into the ocean, and whilst doing so has a strange dream. When he wakes up he is floating on the surface of the ocean. The Fear Feaster reappears as Finn realizes that he's in the ocean, but Finn's Grass Sword kills The Fear Feaster of its own accord, despite him having said, "No mortal blade can harm the Fear Feaster." With the Fear Feaster gone, Finn no longer fears the ocean. A Billy constellation then tells him "that thing," thus completing Billy's bucket list. Billy tells Finn that he must go to The Citadel, where his father is still alive. The episode and Season 5 end on a cliffhanger with a view of The Citadel and a shadow of Finn's dad.
- The Lich (flashback)
- Jordan (debut)
- Party Bears
- Snake Runner
- Leviathan (dream)
- Evil Giant People
- Flying Demons
- Candy People
- Banana Guard
- Root Beer Guy
- Donut Guy
- Ice Cream Lady
- Candy Heart
- Candy Magician
- Gingerbread Muto
- Candy Cane Guy
- Grape Popsicle Guy
- Jam Jam
- Upside-Down Ice Cream Cone
- Mr. Cream Puff
- Candy Person #4
- Candy Person #5
- Candy Person #15
- Candy Person #22
- Candy Person #24
- Candy Person #51
- Candy Person #54
- Candy Person #60
- Candy Person #62
- Candy Person #102 A
- Candy Person #110
- Candy Person #111
- Candy Person #201
- Martin (silhouette, name not revealed until "Escape from the Citadel")
- This episode confirms that Billy was killed by The Lich's possession in "The Lich."
- It is also confirmed that Finn's real father is alive.
- The title card's background music is the same as it was in the episode "His Hero."
- Billy was able to communicate with Finn by appearing as a constellation. This concept was introduced in the Adventure Time series presentation, where it says "the great heroes of the past are immortalized as constellations."
- When Canyon left, she exited through the river, meaning she is most likely a water elemental.
- It is revealed that Finn and Jake buried Joshua's dead body.
- Jake has returned once again since "Bad Timing."
- The Snail appears in the long preview.
- Finn loses his hat, clothes (except underwear), and backpack in the ocean.
- There is a small Morse Code message on Billy's motorcycle, right by where his bucket list is stashed. It says ".. -" which translates to "IT."
- After the rap battle Finn walks into Canyon and exclaims, "Who dat?" This may be a reference to rapper Iggy Azalea's hit single Fancy, which is released in the same year.
- On Billy's list, it says "Make some Kombucha." Kombucha (not to be confused with Kombu Cha) is a lightly effervescent fermented drink of sweetened black tea that is used as a functional food which originated in Northeast China and later spread to Russia and the rest of the world.
- The list also notes "Punch that jerky camel" a reference to Conan the Barbarian (1982) and Conan the Destroyer (1984). Both of these movies feature a scene where the muscular hero Conan knocks out a camel.
- It is possible that Finn's vision of Billy towards the end is a reference to a scene in Disney's The Lion King. During this scene, Simba (the main character) is standing by a lake when the clouds open, and he sees a vision of his deceased father. He converses with him, before he fades away while Simba pleads with him to come back. His fathers final words, "Remember who you are," echo in his head, much like Billy's words, "He's alive." The main difference is that after Billy fades away for the first time, Finn says, "Wait, Billy," and Billy instantly returns to hear Finn's message.
- This episode shows many similarities/references to Gene Wolfe's book series The Book of the New Sun:
- Canyon, who is a giant humanoid, lives underwater like the giants of Urth's oceans.
- The citadel could be a reference to The Citadel of the Autarch, which is mentioned throughout the four books.
- The cliffhanger at the end of this episode is continued in the two-part season 6 premiere, "Wake Up" and "Escape from the Citadel," making this the first part of a three-episode arc.
- Multiple items on Billy's list are similar to things Finn has done in past episodes.
- One of the things listed is "Fix an Old Car." Finn did this in "We Fixed a Truck."
- Another item on his list is to learn to play the flute. Finn was first shown to play a flute in "Prisoners of Love."
- The list also says "learn to draw on a computer." Finn does this at the beginning of "A Glitch is a Glitch."
- "Defeat the Lich" was something Finn did in "Mortal Recoil."
- "Find a new spirit animal" is similar to something Finn did in "Still" when summoning his Astral Beast.
- Finn's fear of the ocean and the Fear Feaster, from the episode "Ocean of Fear," return in this episode.
- Also, Finn knocks himself unconscious to get to the ocean without feeling it, the same way he did in "Ocean of Fear."
- It is revealed that Jake has denied Billy's death, even after confirmation from Prismo in "Finn the Human."
- Finn's eyes crossing after falling in the ocean is a reference to "Death in Bloom."
- The way Finn removes Jordan's pants in Billy's Crack is the same method he used on the dummy at the Ooo Junkyard in "Rattleballs."
- The revelation that Finn's father is alive and trapped in the Citadel is a plotline that was originally included in the storyboard of "The Lich," but was dropped and recycled for this episode.
- In the original storyboard for that episode, it can be seen that Billy's hands pushed Finn's father into the Citadel. It's possible that is how Billy knew of Finn's father being in the Citadel.
- This is the final episode that Ako Castuera worked on.
- She would later return in "Marceline The Vampire Queen".
- When Finn slays the Fear Feaster, the Grass Sword seemed to be controlling his arm, as he slapped himself in the face before doing so, and asks the sword "Was that you, or me?"
- Finn's Grass Sword was most likely able to kill the Fear Feaster because it isn't a mortal blade, and it was placed upon Finn because of the Grassy Wizard's "curse." Conversely, since the Grass Sword exhibits intelligence to some degree it was more likely acting upon Finn's subconsciousness.
- When Finn is talking to Billy in the stars, Billy only has 4 fingers and a thumb (though you can not see the thumb due to the clouds) when in every other scene that Billy is shown, he has 6 fingers in total (including his thumb.
- When Canyon removes her arms from Finn's shoulders, Finn's Grass Sword is missing.
- Finn's Grass Sword is also missing just after Canyon leaves and he is pulling the bucket list out of his pack, and when he is talking to the Fear Feaster and is about to knock himself out.
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