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Penelope Rex #3

We Don't Lose Our Class Goldfish

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Penelope Rex faces her biggest (and fishiest) fear in this companion to the #1 New York Times best-selling We Don't Eat Our Classmates by Ryan T. Higgins.

Penelope Rex has one fear—Walter, the class goldfish. So when Mrs. Noodleman tells the kids that they'll be taking turns bringing Walter home, Penelope gets carried away by her anxious imagination. The weekend has a rocky start—from Walter ominously licking his lips to a sleepless night where the fish's bowl appears to move closer and closer to Penelope's bed. But after a mix-up with a donation box results in a visit to the local aquarium, Penelope realizes she might just need to confront her fear of Walter—in order to save him.

Join Penelope and friends in their other adventures:

We Don't Eat Our Classmates by Ryan T. Higgins
We Will Rock Our Classmates by Ryan T. Higgins

48 pages, Hardcover

First published March 28, 2023

5 people are currently reading
345 people want to read

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Ryan T. Higgins

38 books673 followers

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5 stars
523 (44%)
4 stars
470 (40%)
3 stars
158 (13%)
2 stars
13 (1%)
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4 (<1%)
Displaying 1 - 30 of 170 reviews
Profile Image for msfox_librarian.
468 reviews4 followers
February 28, 2023
I and my students love Penelope Rex. While I'm not sure any books in this series will ever top the first, this is another good one that the kids enjoyed. Great for a conversation starter about being afraid and facing your fears.
Profile Image for Susan Morris.
1,585 reviews21 followers
March 22, 2023
I loved this new Penelope book! She made me laugh out loud!
Profile Image for Erikka.
2,130 reviews
March 28, 2023
My god these books don’t miss. They are consistently funny as hell and I love Penelope so much. Parents, do yourself a favor. You’ll love these as much as your kids will.
Profile Image for Kathryn.
Author 1 book7 followers
March 30, 2023
So cute! The illustrations are wonderful and the text is super fun!
Profile Image for Aimee Nicole.
Author 15 books25 followers
March 31, 2023
Ok I know I’m an adult but I laughed so hard!
Profile Image for Haley Drury.
26 reviews
November 10, 2024
We love Penelope Rex over here! Such a sweet story. This is the only one I own in the collection at this time, but I plan to purchase all of them. I love the success and representation of overcoming our fears in life Penelope shows in this story. This book could be relatable for all children at some point.
Profile Image for Trish Banda.
332 reviews4 followers
December 13, 2025
Silly book 🤪 I would pass on adding it to my classroom library. I do like the pictures. Storyline is ok.

The main character does realize that after spending some time with the object that she fears it’s not so scary after all so that’s good. The end is funny 😉
Profile Image for Paulette.
903 reviews2 followers
August 1, 2023
This was cute! As the third book in the series, it was just fine, and that's okay!
Profile Image for April.
713 reviews11 followers
June 6, 2024
That goldfish really got around.
Profile Image for aneesa✩.
49 reviews45 followers
Read
March 14, 2025
read to a bunch of elementary schoolers this book 🤍
i think i have it memorized by now considering how many times i read it lol
Profile Image for Peacegal.
11.7k reviews102 followers
June 7, 2023
Penelope the T-rex and her goldfish nemesis are back in another delightfully bizarre and emotively illustrated story. When Walter the goldfish mysteriously disappears, Penelope realizes that maybe her ideas about him were all wrong.

It is true, the pet care responsibility modelled here is quite bad--Walter is kept in a tiny fishbowl barely larger than his body; the teacher has the children take turns taking the classroom pet home, like he's a toy; and a family gets a new pet without even checking how the child will feel about the presence of the animal--but this book is also super silly and cartoony. As long as the story is enjoyed purely in the fantasy realm and is not used as any kind of inspiration for one's own behavior with pets, the book is a hoot.
Profile Image for Elizabeth A.
2,151 reviews119 followers
December 25, 2023
Penelope Rex has one fear - Walter, the class goldfish - so imagine her stress when Mrs. Noodleman tells the kids they'll take turns bringing Walter home!

This picture book has cute illustrations and gently discusses overcoming fears. I haven't read the first two books in the series, and it works well as a standalone. Recommended for a read aloud with wee ones.
Profile Image for Sandy.
2,791 reviews72 followers
April 1, 2024
Yes, big Penelope is afraid of Walter, the goldfish (I still laugh about the first book in this series and how this fear all began). Penelope has feelings just like all her friends at school, but Walter is her biggest fear and she’s going to have to face that fear in the upcoming coming weeks.
Ms. Noodleman, Penelope’s teacher announces to her class that the whole class will have the opportunity to take Walter home for the weekend. While the whole class is overjoyed with this opportunity, Penelope starts to worry. Week-by-week, her classmates share their positive weekends with Walter with the class. For Penelope doom day is today, Walter is coming home with her. You have to laugh as she tries to entertain Walter at home, her creative activities are entertaining, yet I don’t think they fit something Walter is capable of enjoying. It’s been quite the weekend and it’s quite possible that Penelope developed a liking for Walter, but I don’t think she’s ready for her own pet yet.

With fantastic illustrations you’ll fall in love with Penelope as she deals with some common childhood issues in this series. Penelope isn’t afraid to show her emotions and she’s a character that’s likeable and one you can relate to. A great book. 5 stars
2,148 reviews30 followers
Read
September 2, 2023
I love Penelope and all her pink-overalled glory. As much as I love Higgins' Mother Bruce series (I STRONGLY identify with curmudgeonly bears, it seems), I love the little lessons that Penelope learns in her school life. They are aways something relatable - facing fears, getting along with classmates, all those sorts of things that kids face going to school too. It's just sooo much more fun with a little dino in kindergarten.

Here, she has to take responsibility for Walter, her nemesis. The class goldfish. Duhn duhn duuuuuhhhn (cue dramatic music). Of course, things don't go quite as smoothly as expected, and Penelope learns about responsibility and that maybe Walter isn't as scary as she's imagining.

Can see using this one for themes on dinosaurs, friends, school (the usual ones for the Penelope series) but also for being brave, being responsible, or for pet ownership. Can't wait for the next one!
Profile Image for Diane.
7,287 reviews
July 20, 2023
“But Penelope’s biggest fear of all was … Walter.”

Imagine Penelope’s reaction when Mrs. Noodleman announces that each student will take Walter home for a weekend during the school year. At first, Penelope tries to do her usual weekend routine without including Walter. But Walter just stared at her. So, she tries including Walter in the activities to distract him. But this didn’t help her feel any less afraid. And when the lights go out at bedtime, there are strange noises coming from the area where Walter’s bowl is. So Penelope takes him down to the kitchen for the rest of the night, but in the morning Walter has disappeared. What is she going to tell Mrs. Noodleman and her classmates? Penelope looks everywhere for Walter and, in worrying about him, comes to realize that Walter really isn’t that scary after all.

As always, the illustrations are hilarious. Should make a fun read aloud.
Profile Image for Darla.
4,832 reviews1,237 followers
October 15, 2025
Penelope Rex was seven feet tall and covered in scales. Other than that, she was just like every other kid.

There are things that make her afraid.

Like, Walter, the class goldfish. What will she do when it is her weekend to take care of Walter?

Here are some fun facts from the third Penelope Rex book:

🐠Her list of scary things about Walter: Menacing Fins, Unblinky Eyes, Hungry Belly, and Bitey Teeth get flipped once she realizes she misses him: Graceful Fins, Thoughtful Eyes, Jolly Belly, and Bitey Teeth (that don't bite often). Absence makes the heart grow fonder!

🦕Penelope suits up to feed Walter with a pillow , oven mitts, and a colander as a helmet.

🍌Her dad has a banana lamp. All I need is this lamp. . .

🚗The Rex family car has a custom license plate that says "2REXY."

🐅You'll never guess what extinct animal will become the new family pet once Walter goes back to school.

Hope you enjoy this pet-related installment as much as I did.🥰🐠
Profile Image for Becky B.
9,333 reviews184 followers
April 25, 2023
Penelope has to face her fears when the class starts taking turns taking Walter the goldfish home for the weekend. The goldfish who bit her. Penelope is dreading the experience, and then the weekend arrives.

Higgins has such a way of taking a very common, ordinary experience for pretty much all humans, like fear and worry, and turning it into a hilarious story featuring unexpected events and characters, like a T-rex scared to death of a goldfish she's responsible for. The illustrations just up the humor that much more, especially the facial expressions. Another winner that would make a great conversation starter with littles about fears and worries. It also touches a little on how one little experience can make us think another person is a certain way, but if we spend more time with them we realize they may not be like we thought.
Profile Image for Dalawne.
43 reviews
May 15, 2023
This was my introduction to this author and these characters. The writing makes for an entertaining story depending on the reader. I experienced this title as a read-aloud and it was very animated and exciting for me as an adult. I feel that younger audiences will surely love it. The short sentences are positioned in a way that promotes movement from one to the other, they aid the illustrations and help move the story along quit nicely. The illustrations have to be my favorite part of the book. The drawings are full of color and life and they are unique. I would not confuse this dinosaur with any other I've seen, it's a very distinct look to Penelope Rex. Not to mention, our main character is identified as she, this would be my first book with a female dinosaur as a leading character. I could see the diversity inclusion working its magic throughout the book.
Profile Image for Natalie.
1,710 reviews
May 19, 2023
Penelope is a small 7 foot t-rex who is deathly afraid of the class goldfish, Walter. Having been bit by Walter before, the last thing Penelope ever wants to do is go near this carnivorous, never blinking, big eyed, gold fish. However, when the teacher announces that everyone in class has to take turns taking Walter home for the weekend, Penelope can't avoid it when it's her turn. Will she survive the weekend? Will Walter survive?

Like Higgins' other books, this one also did not disappoint. It's funny and the mystery of where exactly Walter went, kept me turning the pages until I was pleasantly surprised with the ending.
430 reviews
June 19, 2023
Another hilarious addition to the Penelope Rex series! This laugh out loud story follows our favorite protagonist, Penelope, who is faced with conquering her fear of the class goldfish, Walter. Every kid in the class gets a chance to take Walter home for the weekend and Penelope is dreading the time it is her turn. Walter has "unblinky eyes" and has apparently bit her in the past during a feeding. Will Penelope change her mind about Walter and become a brave T-rex or not? I already read this book three times with my family and it was a hit! Definitely would be fun for a story time read aloud!
Profile Image for J.D. Holman.
848 reviews11 followers
August 10, 2023
Now, I absolutely adore Mother Bruce by the same author. Maybe it's because I haven't read the other Penelope Rex books, but I didn't enjoy this one as much.

I will certainly use it as a read-aloud for classes. It is funny.

But I feel like it might ... hmm. Is it a little too over-the-top? Maybe I felt Penelope's emotions of anxiety and worry too much? Maybe it's just me? *Edited to add: It's me. I realized I had too much caffeine today.*

The ending is terrible.
40 reviews
December 8, 2024
This book We Don't Lose Our Class Goldfish by: Ryan T. Higgins. Comes Penelope Rex that has one fear: of Walter, the class goldfish. So, when Mrs. Noodle man tells the kids that they'll be taking turns bringing Walter home, Penelope gets carried away by her anxious imagination. The weekend has a rocky start—from Walter ominously licking his lips to a sleepless night where the fish's bowl appears to move closer and closer to Penelope's bed. But then Walter goes missing! Penelope must face her fear to find him and realizes along the way that there's more to Walter than his chomping jaws. I would definitely recommend this book.
Profile Image for Roben .
3,053 reviews18 followers
April 21, 2023
In which we learn even more about Penelope!
She has fears. She is afraid of stepping on cracks. And, of course, extinction. But mostly she's afraid of Walter the fish - the class pet. When her teacher announces that each student will get to take Walter home for a weekend, Penelope is not excited. In fact she is terrified. When her fateful weekend arrives, things do not go at all as she had planned. But she does manage to face her fears!
As delightful as the other Penelope books! And there is certainly room for a fourth book. Maybe about pets?
4,094 reviews28 followers
July 10, 2023
Hilarious!! Penelope is back along with Walter the class goldfish. Penelope is afraid of Walter after he bit her once and now the class gets to take turns taking Walter home for the weekend. OH NO! What will Penelope do??

In Penelope fashion, Walter is stashed in the closet, in the kitchen and other far-from Penelope locations but when Walter goes missing, Penelope has to overcome her fears. This is an absolutely guaranteed winner for kids for reading aloud and for lots of laughs along with a sweet message about overcoming fears - even when you are a 7 ft. tall T-Rex kindergartener!
Displaying 1 - 30 of 170 reviews

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