- SpongeBob SquarePants
- Radio DJ (heard only)
- Eely Dan (mentioned)
- Lionel Fishie (mentioned)
- Squidward Tentacles
- Eugene H. Krabs (2 cameos)
- French Narrator
- Patrick Star
- Bikini Bottom Men's Choir
- Gary the Snail
- Margaret SquarePants (mentioned)
- Harold SquarePants (mentioned)
- News reporter (debut)
- Incidental 108
- Dave's snail (debut)
- Incidental 37A
- Incidental 102
- Manatee (mentioned)
- Mermaid Man (mentioned)
- Barnacle Boy (mentioned)
- Unnamed son (debut)
- Unnamed father
- Little Angler (mentioned)
- Jack (debut)
- Jill (debut)
At the Krusty Krab, SpongeBob is cooking a Krabby Patty when he is startled by Mr. Krabs, causing the patty to fall on the floor. SpongeBob cries as he throws the patty in the trash, lamenting how it isn't fair. Squidward becomes irritated by SpongeBob's wailing and yells, "Krabby Patty nothing!" when SpongeBob tries to explain what happened. SpongeBob begins crying again because Squidward yells at him, at which point Squidward gives up.
Later that day, Squidward confronts SpongeBob over how he's cried 43 times today before 2:00 pm. SpongeBob is doubtful he has "that many tears in [his] brain" but Squidward pulls up a TV and plays a video montage he edited which shows the number of different times SpongeBob has cried over the years. After watching thousands of instances of his crying, SpongeBob realizes Squidward is right. He promises to stop, but Squidward rebukes his words and makes a bet with SpongeBob that he couldn't last until midnight without crying. If SpongeBob does, he has to do various chores for Squidward for a year; if he doesn't, Squidward has to sleep over at SpongeBob's house for a night.After the bet is made, Squidward follows SpongeBob home to make sure he cries and tries to make SpongeBob cry over things like a beautiful sunset, sad news stories with funerals, a sad song on the clarinet, and a saddening bedtime story.
Amazingly, SpongeBob manages to hold in his tears until midnight, despite all of Squidward's best attempts, and after midnight, SpongeBob cries all over Bikini Bottom like crazy. With SpongeBob winning the bet over him, Squidward is forced to come over to SpongeBob's house for a sleepover, and the episode ends with Squidward crying hysterically and SpongeBob comforting him while watching TV.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
• Coconut Cream Pie - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob wakes up]
‣ Hawaiian Cocktail - Richard Myhill [SpongeBob cries]
• Coconut Cream Pie - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob goes into his closet]
• That Was By Eely Dan - Nicolas Carr, Barry Anthony [End of "Aja" on the radio]
• Lionel Fishy Sad Song - Nicolas Carr, Barry Anthony [Sad song on radio]
• Steel Licks 1 - Jeremy Wakefield ["That SpongeBob is such a crybaby."]
• Salty Krab Jig - Michael Bolger, Nicolas Carr ["SpongeBob, guess what!"]
• Dirgey - Nicolas Carr, Steve Marston ["He was a good little Krabby Patty."]
‣ Drama Link (e) - Hubert Clifford [Squidward annoyed by SpongeBob's crying]
• Short Rising Tension Bits - Nicolas Carr, Sage Guyton, Jeremy Wakefield ["SpongeBob, will you stop crying?!"/"Krabby Patty nothing!"]
• Steel Licks 16 - Jeremy Wakefield ["You yelled at me!"]
• Boring Morning - Nicolas Carr, Steve Marston ["All right, look."]
‣ South Pacific Island II - Victor Cavini [montage of SpongeBob crying]
‣ Lap Steel - Nicolas Carr [thousands of tears later...]
‣ South Pacific Island II - Victor Cavini ["Wow, guess I do cry a lot."]
• Vibe Q Sting - Nicolas Carr ["Excuse me a minute."]
• Gator - Steve Belfer [SpongeBob calls Patrick]
• Silly Shenanigans - Nicolas Carr, Barry Anthony [SpongeBob makes a bet with Squidward/Squidward laughs]
‣ Drama Link (c) - Hubert Clifford ["I'm not going to cry! I'm not going to cry!"]
‣ Hawaiian Flower - Jon Jelmer [sunset]
• ? - Nicolas Carr [Choir drives by]
‣ Hawaiian Flower - Jon Jelmer [SpongeBob is about to cry]
• Steel Sting - Jeremy Wakefield ["Oh, well, sunset's over."]
‣ O Makalapua (b) - Kapono Beamer [Gary sleeping]
• Unknown Track 34 - Nicolas Carr [mail arrives]
‣ Maui Beach - Hans Haider [postcard from SpongeBob's parents]
• Nude Sting - Nicolas Carr ["No problem."]
• Bikini Bottom News Theme - Nicolas Carr [news on TV]
‣ International Law - Peter Yorke [snail caught in tree]
• Bikini Bottom News Theme - Nicolas Carr ["Coming up: an interview with a manatee who didn't get what he wanted for his birthday."]
‣ Drama Link (o) - Hubert Clifford ["Sad news for Mermaid Man and Barnacle Boy fans."]
‣ Alpine Holiday [#60] - Harry Bluestone, Emil Cadkin [Squidward changes the channel]
‣ Drama Link (f) - Hubert Clifford [SpongeBob throws the TV out the window]
• Steel Licks 10 - Jeremy Wakefield ["I'm gonna watch it all night!"]
• Down in Davy Jones' Locker - Nicolas Carr ["It's getting late."]
• Noodly Shenanigans - Nicolas Carr, Barry Anthony ["What would you say to a little music?"]
• Hearts and Flowers - Nicolas Carr, Barry Anthony [Squidward playing clarinet]
• Tension Bits - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Squidward gets angry]
• Noodly Shenanigans - Nicolas Carr, Barry Anthony ["Time really does fly when you're having fun!"]
‣ Befuddled Gent - Phil Green [bedtime story]
‣ Danger Sign - Harry Bluestone, Emil Cadkin [SpongeBob trying not to cry]
‣ Frightmare - Magnum Opus [it's almost midnight]
• Steel Licks 15 - Jeremy Wakefield [Squidward sighs]
• Sponge Monger - Sage Guyton, Jeremy Wakefield [SpongeBob bursts out crying]
• ? [Nicolas Carr]
• Sponge Monger - Sage Guyton, Jeremy Wakefield [SpongeBob finishes crying]
‣ Friends and Family - Phil Green, Geoffrey Love, Ken Thorne [ending]
- This episode is available on the Heroes of Bikini Bottom, Complete Seventh Season, The Best 200 Episodes Ever, Kids Double Pack: Volume 2, Kids Double Pack: Volume 3, The SpongeBob SquarePants Collection, Easter with SpongeBob, The SpongeBob SquarePants 8 Season DVD Collection, Easter with SpongeBob, The Best of Bikini Bottom, Big Hits: Volume 2, Triple Pack 3, 3 DVD Value Pack, High Tides and Wild Rides, SpongeBob SquarePants Vol. 11 and Next 100 Episodes DVDs.
- This episode marks the second appearance of the Bikini Bottom Men's Choir, the first being "Choir Boys." The choir makes two brief cameo appearances in this episode; first half-way in the episode when Squidward gets SpongeBob to cry over the sight of the sunset, and then later at the end when Bikini Bottom is flooded with SpongeBob's tears.
- In this episode, SpongeBob has curtains on his window, but in most episodes he does not.
- This episode is similar in concept to "Funny Pants," as in both episodes, Squidward gets annoyed by SpongeBob's emotions and tries to prevent him from exhibiting them further or else consequences will follow.
- This is the first episode to use the tracks "Coconut Cream Pie" and "Aloha Bikini Bottom."
- It is revealed that Mermaid Man and Barnacle Boy airs eight times a day, but it is brought down to seven in this episode, according to the news anchor.
- Apparently, until this episode, SpongeBob was unaware that he cried so much. However, he showed some awareness in "No Weenies Allowed" when he revealed that he only cried for 20 minutes after stubbing his toe. However, in that episode, SpongeBob broke his fingers and runs away crying.
- Irony: SpongeBob says that the shirt he ripped was his favorite shirt, yet all of his shirts were the same.
- The videos of SpongeBob crying show he:
- Dropped a Krabby Patty on the floor.
- Didn't find what he needed at the Barg'N-Mart.
- Failed his boating test (as usual).
- Broke his jellyfishing net.
- Could not find an unoccupied bathroom stall.
- Missed the bus.
- Squidward's attempts to get SpongeBob to cry:
- Watch the sunset. It ends, snapping him out.
- Watch Gary sleeping. He manages to immediately control himself.
- Read a letter from his parents. He abruptly reads another card saying his subscription to Jellyfishing Monthly has expired.
- Watch sad stories on TV and hear bad news reports. He repeatedly changes the channel and throws the TV out the window for Patrick to take.
- Play a sad song. Again, he controls himself.
- Read a made-up sad story. Once again he controls himself, but holds back so many tears that once midnight comes, he finally cries and releases a flood of tears throughout Bikini Bottom.
- SpongeBob mentions crying after stubbing his toe in "No Weenies Allowed" and does exactly that at the beginning of the episode.
- On the radio, the announcer says the song is by Eely Dan. This is an obvious reference to the jazz rock band Steely Dan.
- Also, the next song is by Lionel Fishy. This is a reference to Lionel Richie.
- The radio announcer also states that the song's name before "Sad Songs" was Aja, a song by Steely Dan on the album of the same name and a song called "Sad Song" by Paul Williams.
- When SpongeBob cries during "Sad Song," his tears come out his upstairs bedroom's window, but he is in the kitchen, completely opposite and downstairs from his bedroom.
- When Squidward was telling Spongebob to stop crying and begins to yell at him, his mouth briefly clips through his left eye.
- During the slideshow Squidward made of SpongeBob's breakdowns over the years that were seen, SpongeBob wears his Krusty Krab employee hat in all of the clips that were seen even though some are not set at the Krusty Krab.
- When Squidward says, "Clean out my rain gutters," his mouth disappears for one frame.
- SpongeBob can be seen shedding a tear during the news story about the snail, which means Squidward won the bet all along.
- SpongeBob crying repeatedly.
- Squidward tries to get SpongeBob to cry, but he resists it.
- The Bikini Bottom Men's Choir showing up.