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|World(s)||Jolly Roger's Lagoon|
|Weakness(es)||Talon Torpedo, Grenade Eggs, Sonar Ping|
Swellbellies are large, pufferfish-like enemies found throughout Jolly Roger's Lagoon's Atlantis in Banjo-Tooie. When Banjo and Kazooie get near them, Swellbellies inflate themselves and damaging the duo if they touch their spines.
- The Puftup enemies from Donkey Kong 64, another game developed by Rare Ltd., were recycled into the Swellbellies from Banjo-Tooie. They act almost exactly the same as Puftups from Donkey Kong 64: its only difference is that it is orange and is fought slightly differently, swelling larger but not exploding.