| WATERSOLDIER | Marine or freshwater plant to worry the least worried (5,7) |
| ALGA | A seaweed or freshwater plant (4) |
| FEARTHEWORST | Don't want this to happen but it will worry the devil (4,3,5) |
| SMELT | Any marine or freshwater salmonoid food fish of the family Osmeridae, especially the European Osmerus eperlanus (5) |
| GUDGEON | Name a species of small marine or freshwater fish (7) |
| TURTLES | Marine or freshwater reptiles (7) |
| TURTLE | Marine or freshwater reptile (6) |
| EELS | Voracious snakelike marine or freshwater fishes with smooth slimy usually scaleless skin and having a continuous vertical fin but no ventral fins (4) |
| BURMESE | Rub the wrong way and seem to worry the cat |
| HARRIER | Just the aircraft to worry the enemy (7) |
| RESTASSURED | No need to worry; the holiday is definitely on (4,7) |
| WIMP | Start to worry the rascal is a softy (4) |
| STONEWORT | Freshwater plant of the genus Chara related to green algae (9) |
| LEGATES | For example, least worried about the envoys (7) |
| SETSSAIL | Is least worried about the direction when one leaves shore (4,4) |
| SATCHEL | Least worried, the child goes in carrying books (7) |
| BEASTLY | Least worried by the cover, which is horrible (7) |
| CALMEST | When a cat's prowling round the elm, goes off, least worried (7) |
| STABLE | Least worried about the book, being equable (6) |
| EELGRASS | Freshwater plant also called wild celery |
