- SpongeBob SquarePants
- Patrick Star
- Eugene H. Krabs
- Squidward Tentacles
- Sandy Cheeks
- Gary the Snail (mentioned)
- Fred (flashback only)
- Incidental 49
- Incidental 103 (green)
- Incidental 107 (purple; normal)
- Incidental 82
- Incidental 104
- Incidental 6
- Incidental 64
- Incidental 46
- Incidental 67
- Incidental 41
- Incidental 42
- Incidental 105
- Incidental 36
- Incidental 37A
- Incidental 106
- Incidental 8
- Incidental 45
- Incidental 37B
- Incidental 40
- Incidental 48
- Two lovers in the boat
SpongeBob and Patrick are eating lunch at the Krusty Krab. While eating, they start making ugly faces at each other. Mr. Krabs hears them laughing, and thinks it's the sound of his money being flushed down the toilet. He rushes out of his office to see them making faces at each other and tells them to stop. He then tells them a story about a man (Fred Rechid) who would not stop sticking his tongue out. One day, after sticking his tongue out for the four hundred and forty-fourth time, his face got frozen with his tongue out. Then, after it got frozen, it eventually dried up and fell off. SpongeBob and Patrick are terrified of this story and vow never to make faces again.
Later that day, SpongeBob and Patrick are seen trying hard not to make faces. However, they start smirking about their attempts at doing this and eventually start laughing so hard their faces start contorting. They then realize that nothing happened to their faces while doing this and that Mr. Krabs was lying. SpongeBob then suggests that they should really put Mr. Krabs' myth to the test and while making a single continuous face. As they go to many places in Bikini Bottom they scare everyone that sees them. Then at Goo Lagoon, Sandy finds them and says that they need help.
Later that night, SpongeBob and Patrick are seen in a tent back outside SpongeBob's house laughing at each other's faces, along with making a lot of noise. Squidward's eardrums eventually burst and he starts yelling at them to keep it down. SpongeBob then suggests to Patrick that they try sleeping through the night while holding a face. Patrick agrees and they start doing this, while giving Squidward some peace and quiet.
The next day, SpongeBob and Patrick wake up and realize their faces are frozen and both of them cannot move their faces, causing them to realize Mr. Krabs was right about the story. They start screaming and rush down to Sandy's Treedome for help. Sandy then starts giving them a face massage. However, this just makes their faces even more distorted and they droop down to their chins. SpongeBob goes to work at the Krusty Krab anyway, despite his ridiculous frozen face.
At the Krusty Krab, SpongeBob causes a lot of ruckus as he tries to make Krabby Patties and keeps Mr. Krabs from looking at his face at the same time. However, Mr. Krabs eventually finds out about SpongeBob's face freeze problem because Patrick walks into the Krusty Krab with a contorted frozen face. Mr. Krabs confronts SpongeBob on this, as the latter feels guilty and apologizes for doubting his boss' warnings, as an angry Mr. Krabs then makes a face and it freezes, followed by Squidward coming in. SpongeBob tries to warn him but Squidward sees their misfortune and starts laughing at them. He laughs so hard that his face freezes too, and the episode ends with SpongeBob, Patrick, Mr. Krabs laughing and Squidward crying whilst having frozen faces. And so they all learned a lesson about making faces.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ Hawaiian Solo Steel - Jeremy Wakefield [Opening]
• You're Nice - Sage Guyton, Jeremy Wakefield [SpongeBob and Patrick making funny faces at the Krusty Krab]
‣ Dramatic Cue (e) - Ronald Hanmer ["I know that sound!"]
‣ Zoom (d) - Dick de Benedictis ["Are you out of your mind?"]
‣ Evil Mind 4 - Dick De Benedictis ["Are you out of your mind?"]
‣ Unknown Track 66 - "Let me tell you the story... of face freeze!"
‣ Spongey Bubbles - Steve Belfer [guy sticking out tongue]
‣ Dramatic Bridge 4 - Phil Green ["His face froze with his tongue sticking out!"]
‣ Hawaiian Solo Steel - Jeremy Wakefield ["One day, his tongue dried up..."]
‣ Drama Link (f) - Hubert Clifford ["...and fell off!"]
• Skipping to School - Sage Guyton, Jeremy Wakefield [SpongeBob, Patrick struggling not to make faces]
‣ What's This Sting - Nicolas Carr ["Hey!"]
‣ A Simple Conversation - Nicolas Carr, Barry Anthony [SpongeBob and Patrick make their faces/"Let's see what happens when we hold one face for a long time."]
• Hot Steel and Slide Licks (e) - Jeremy Wakefield [Patrick claps]
• SpongeBob Theme II - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob, Patrick on the bus, at the beach]
‣ Noodly Shenanigans - Nicolas Carr, Barry Anthony [later that night]
• Solo Steel 3 - Jeremy Wakefield [SpongeBob and Patrick go to sleep]
‣ Dramatic Bridge 1 - Phil Green ["Actually, I can't move my face at all."]
‣ Drama Link (f) - Hubert Clifford [SpongeBob and Patrick scream]
‣ A Casual Conversation - Nicolas Carr, Barry Anthony [at the treedome]
• Jovial Pirate's Jig - Michael Bolger, Nicolas Carr [SpongeBob goes to work]
‣ Dramatic Impact 3 - Ivor Slaney [customer groans]
• Jovial Pirate's Jig - Michael Bolger, Nicolas Carr ["I'm sorry, I did not order a side of lips with my patty."]
• Hot Steel and Slide Licks (i) - Jeremy Wakefield ["Why did I have to make a face?"]
‣ Melodramatic Moments - Michael Bolger, Nicolas Carr ["What's going on back here?"]
‣ ? [drum roll]
‣ Vibe Q Sting - Nicolas Carr [Patrick enters]
‣ Melodramatic Moments - Michael Bolger, Nicolas Carr ["Aha! You just had to keep making faces, didn't you?"]
‣ Hot Steel and Slide Licks - Jeremy Wakefield [Krabs' face freezes]
• Daily Chores Jig - Michael Bolger, Nicolas Carr ["What is the holdup in here?"]
• Slide Whistle Stooges - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Squidward's face freezes]
- This episode is available on the Extreme Kah-Rah-Tay, Complete Eighth Season, and Next 100 Episodes DVDs.
- This episode first aired on June 30, 2012 in Canada, 21 days before it premiered in the USA.
- Irony: Mr. Krabs should have told SpongeBob to get back to work instead of telling the story if he thought his laughing is the sound of his money being flushed down the toilet. Squidward should have heeded SpongeBob's warnings, so he wouldn't be infected.
- The face that SpongeBob makes looks similar to SpongeSnail from the episode "I Was a Teenage Gary."
- Also, Mr. Krabs' demonic face makes him vaguely resemble one of the faces that he makes when he says "More" in the episode "Jellyfish Hunter."
- SpongeBob and Patrick do not get Face Freeze until after 12 hours while Squidward and Mr. Krabs get it after a few seconds and Fred received his after 444 times.
- This episode and "Demolition Doofus" aired as part of The Super Spongy Square Games marathon even though they are not from season 9.
- Coincidentally, both episodes are on the Extreme Kah-Rah-Tay DVD.
- This is the first episode in which SpongeBob takes advantage of Mr. Krabs' overwhelming greed, which is demonstrated when he says, "Oh look, someone somewhere just dropped a penny" to buy him some time.
- This episode marks the second time SpongeBob and Patrick go camping outside. The first is "The Camping Episode."
- Karma: Mr. Krabs is angry that SpongeBob and Patrick keep making faces and ends up getting the face freeze himself. Squidward laughs at everybody's frozen faces and the same thing happens to him instantly.
- The faces from this episode can be seen in the online game Barnacles! My Face!
- This is the first episode where "Spongey Bubbles" plays.
- This episode's conflict and karma is similar to that of "Hooky," where despite being warned by Mr. Krabs of an action, SpongeBob and Patrick still do it and it leads to a "punishment."
- SpongeBob performs a bunch of facial expressions that would require face muscles and bones, even though he is an invertebrate.
- When the camera pans to Mr. Krabs' office, the register and window are missing.
- When SpongeBob gives the customer his food, his lips are not on the tray. In the next shot, they are.
- When SpongeBob gives the customer his Krabby Patty, his Krusty Krab employee hat is there, but in the next shot, it is gone. Then it reappears in the next shot.
- Normally, Fred's lips are same color as his skin, but in this episode, they are the same color as his limbs and dorsal fin.
- Usually, SpongeBob and Patrick would dry up in Sandy's treedome with no water helmets. However, in this episode, they do not.
- When Sandy shows SpongeBob's and Patrick's faces in the mirrors, her mouth does not move.
- In the Russian version, the opening credits mistakes one of the writers as Mr. Pursel instead of Mr. Lawrence and Alan Smart as animation director instead of Andrew Overtoom.
- When Squidward ducks behind the wall after saying “chop chop!," he clips through it.
- When this episode was scheduled on "Every SpongeBob Ever," an Alvin!!!! and the Chipmunks episode aired instead.
- SpongeBob and Patrick making absurd faces.