Abstract: The disclosed apparatus can be adapted to work in most fishing lures. The apparatus allows the manufacture to adjust the sound(s) emitted by said fishing lure over a wide range, from several thousand hertz down to tens of hertz or lower. The hertz produced by one embodiment of the apparatus can be lowered to the point that the targeted game fish can interpret the action induced into the fishing lure by the disclosed invention more as movement of the fishing lure rather than sound emitted from the fishing lure. The apparatus obtains the energy it requires to operate from the movement of the fishing lure. One embodiment of the disclosed invention comprises a generic shell (top water fishing lure shell), a tuning fork and a pendulum. The stem of tuning fork is mounted to the inside wall of the shell, the pendulum is rotatably mounted to the interior wall of the shell in such a manner as to allow the weighted end of the pendulum to strike the tuning fork while the fishing lure is in use.