After leaving the interior of the ship, the shark will attack you - it will now attack at random times until you reach a certain point in Atlantica's story.
After a long cutscene, go back to Triton's Throne for another cutscene, where Ursula gets herself involved in the world's story as the main villain. It should be noted that in Ursula's lair, there is a huge cauldron in the center, filled with color-changing liquid. Her attacks are few but rather unpredictable, so the key to winning this battle is the cauldron at the center of the lair to incapacitate her.
In this area, Sora and company will confront a gargantuan Ursula, this time, wielding King Triton's trident.
As Flotsam and Jetsam have already been eliminated after the first battle, you do not risk being damaged by either of them in the second battle. If you are in front of Ursula when she starts to inhale water, use Mermaid Kick to swim away as fast as possible until she cannot inhale anymore. Trident markers are lined along the walls, pointing out the way to go and making the trenches easier to navigate.
After the cutscene put Ariel in your party, and get back to the Sunken Ship by once again catching a dolphin ride in the Undersea Valley. Rather, she fights by swinging her hands and tentacles, and every now and then, she will spin vigorously round the room, injuring Sora and company if they come near. The color of the cauldron does not indicate what kind of spell needs to be used on it, only what kind of spell Ursula will spawn from it. It is also possible to attack her while she is conscious, however her HP will go down very slow, and she will use her spin attack after two or three hits, so it would be better if you attack the cauldron.

It should be noted that if Sora uses any form of Aero magic here, this will strengthen Ursula.
After a lunge, Glut will stop in place to prepare for another, giving you time to attack and then dodge before-hand.
After another shark attack, get to the remains of a ship next to a large rock with a strange design on it. This is the most difficult attack to avoid, so ignore everything else when she does so, and concentrate on swimming up and down to avoid her when this happens.
Launching spells at the cauldron will eventually cause a massive amount of energy to be released, stunning Ursula and her lackeys. She does an attack which looks somewhat like Thunder; these attacks increase in power and quantity when she raises the trident.
She always declares her other attacks - a bubble attack (avoidable with Mermaid Kick) and raising the trident indicates that she is going to form a circle of damaging magic around her. Make sure to have Ariel in your party to get Sebastian to help you, and the rock will lower into the ground and open up a new path.
Flotsam and Jetsam are also in the lair to deal damage to Sora, however, they are simple to avoid, and Ursula will use cure on them if they are both defeated, so it's easier to ignore them, and concentrate on Ursula. Ursula will also throw some kind of magic potions to activate the cauldron, however, if there is little to no inervention, Ursula will use spells of her own to damage Sora and co. You should know when you're finished after a short cutscene where Sebastian tells you you're doing a good job. The easiest spell to cast onto the cauldron is Fire, as it consumes little MP and it is the first on the Magic menu.

When she has only one HP bar left, Ursula can open her mouth to use a Thunder-like laser, which will damage Sora if he gets in the way. The strong current will make it impossible to swim against it, so you'll have to follow the current into a pathway on the right. You may lock on to the cauldron to cast the spell, though it should be noted that physical attacks will not work on the cauldron. That being said, equipping at least one Thunder or Thundara Ring will make this fight a lot easier since you will take a lot less damage from most of her attacks. Physical attacks will refill your MP, so if you find you're low, make sure to attack Flotsam and Jetsam, as they refill your MP more than other enemies do.
Attacking is exactly the same as attacking above-ground, other than adding on diving, rising, and moving around in the new aquatic atmosphere. When she starts to gasp as if hurt or tired, swim behind her head and chain combo attacks to the side or back of her head, and swim away when it starts to get dangerous.
After the battle is over, hit the clam with your Keyblade to find Sebastian, Flounder, and a Save Point. Magical attacks can damage her as well, but normal combos work best, since she has a triple HP bar.
In the ship, after getting attacked by Glut the Shark, open up the treasure chest for a Crystal Trident.

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