- SpongeBob SquarePants
- Gary the Snail
- Chair monster (debut)
- Branch monster (debut)
- Squidward Tentacles
- Eugene H. Krabs
- Face in the darkness (debut)
- Incidental 104
- Shelley (cameo)
- Patrick Star
- Pinky (name appears on sign)
- Barnacle Boy
- Mermaid Man
- Incidental 42
- The Moth (debut)
- King Neptune (mentioned)
In the beginning of the episode, SpongeBob reads a scary book before bedtime. Because of this, he sees scary creatures when he turns off the light, such as the chair being a monstrous brain beast and a coral branch tapping the window as a monster's hand. After every time he turns on and off the light, he sees or hear something scary, and has continually done so during the night.
When at the Krusty Krab, he gets terrified of a pot on his head, then tells Mr. Krabs that if he blinks, he sees something scary. He then tries not to blink, but it does not work. He then gets spooked by the dark in the freezer when Mr. Krabs wants him to get some fresh Krabby Patties. Mr. Krabs tells SpongeBob to get night lights so he will not be scared of the dark. He first buys one and however, buys more when he finds darkness in his house because he is easy to fool. Eventually, there are thousands of night lights in every room that he does not need.
Patrick wakes up and sees SpongeBob's house lit up. He thinks SpongeBob is throwing a party and goes to his house, but SpongeBob warns him about the dark, so he brings his rock inside SpongeBob's pineapple. While doing a sleepover, Squidward's eyes get burned from the night lights. Squidward goes to SpongeBob's house and tells them that they have too many lights and that the creepy creatures of the dark are just their imagination. However, SpongeBob and Patrick continue to bring more lights, bringing even a lighthouse. The lighthouse makes a giant "M" in the sky, so Mermaid Man and Barnacle Boy come. Meanwhile, the Moth, one of Mermaid Man's enemies who he has been searching 57 years for, finds the light, but SpongeBob traps him inside the lighthouse. The Moth then carries the lighthouse along with the pineapple.
In the end, SpongeBob and Patrick are alone in the dark until the sun rises. Patrick goes up to get it, thinking it is a light and SpongeBob falls asleep. Patrick comes down again on fire, shouting "Too much light!"
- SpongeBob getting more night lights from the store.
- SpongeBob scared of anything dark.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
• Happy Sponge Chase Vibes - Nicolas Carr [Title card]
‣ Stealth by Night - Jack Coles [SpongeBob reading a scary story]
‣ Tales from the Swamp (c) - Ron Goodwin [SpongeBob sees a monster]
• Vibe Q Sting - Nicolas Carr ["Oh, it's just a chair."]
‣ Terror by Night - Hubert Clifford ["Whoa! Another monster!"]
‣ When Daylight Shines/Captain Lenoe's - The Folk Players [Krusty Krab exterior]
• Steel Licks 1 - Jeremy Wakefield [SpongeBob enters, tired]
‣ Tales from the Swamp (a) - Ron Goodwin [SpongeBob with a pot over his head]
‣ Terror by Night - Hubert Clifford [SpongeBob screaming whenever he blinks]
• Great Idea Patrick - Nicolas Carr ["Brilliant idea, Mr. Krabs!"]
• Steel Licks 8 - Jeremy Wakefield [SpongeBob's eyelids propped open]
‣ Finger of Fear - Fredric Bayco [scary face in the freezer]
• Steel Licks 3 - Jeremy Wakefield [Krabs pulls SpongeBob off the ceiling]
‣ Keel Row - Brian Peters [Krabs tells SpongeBob to get a night light]
‣ Shoppers World - Harry Bluestone [SpongeBob shopping]
‣ Abject Terror - Paul Lewis [SpongeBob screams]
‣ Shoppers World - Harry Bluestone [SpongeBob goes back to the mart]
‣ Abject Terror - Paul Lewis [SpongeBob screams 2nd time]
‣ Shoppers World - Harry Bluestone [SpongeBob goes back to the mart again]
‣ Abject Terror - Paul Lewis [SpongeBob screams 3rd time]
‣ Shoppers World - Harry Bluestone [SpongeBob goes to the mart repeatedly]
‣ Tomfoolery - David Snell [SpongeBob putting night lights everywhere]
‣ Voodoo Victim - Gilbert Vinter ["I've got darkness inside of me!"]
• Steel Licks 10 - Jeremy Wakefield [Patrick wakes up]
• Goofy Conversation - Nicolas Carr, Barry Anthony ["SpongeBob's having a party without me?"]
‣ Murder in Mind [#46] - Ronald Hanmer ["That was close, Patrick."]
‣ Murder in Mind [#47] - Ronald Hanmer [Patrick pushes his rock into SpongeBob's house]
‣ Star Parade - Tony Kinsey ["Sleepover!"]
‣ Brass Flourish (a) - Barrie Hingley ["Your sleeping bag, sir."]
‣ Tripping Upstairs - Brian Peters [SpongeBob and Patrick hopping]
• Lap Steel - Nicolas Carr [gaping hole]
‣ Six Powerful Cues (d) - Wilfred William Burns ["THE DARK!"]
‣ Graveyard - Johnny Pearson [Squidward asleep]
‣ Drama Link (d) - Hubert Clifford [Squidward's eyes burned]
• Tension Bits - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob and Patrick whimpering]
‣ Dramatic Cue (h) - Ronald Hanmer ["I can feel it, Pat."]
‣ Comic Walk - Sidney Torch ["It's me, Squidward, you idiots."]
‣ Fates [#62.02] - Gregor F. Narholz ["No, Squidward! Don't go out in the dark!"]
• Sponge Monger - Sage Guyton, Jeremy Wakefield ["Quick, SpongeBob, turn it on."]
‣ Potato Chips - Wade Denning [Pinky's Dance Studio sign]
• Sponge Monger - Sage Guyton, Jeremy Wakefield [more lights]
• Superfriends Wipe - Nicolas Carr [M signal]
‣ Happy and Gay [#67.02] - Harry Bluestone, Emil Cadkin [Mermaid Man and Barnacle Boy watching TV]
‣ Life on the Wild Side - Sam Spence [Mermaid Man sees the signal]
• Sponge Monger - Sage Guyton, Jeremy Wakefield ["More lights, SpongeBob, more lights!"]
• Nude Sting - Nicolas Carr ["Mermaid Man!"]
• Superfriends Wipe - Nicolas Carr [signal]
• Gator - Steve Belfer [SpongeBob explains]
‣ Brave and Bold - Chris Payne, Paul Rogers [The Moth appears]
‣ Six Powerful Cues (a) - Wilfred William Burns ["Dear Neptune!"]
‣ Caped Crusader - David Farnon ["Come get some... fiend!"]
‣ Ramblin' Man from Gramblin' - Sam Spence [Absorbo-Pants]
‣ The Beast Within - Paddy Kingsland ["Savory light, come to me."]
‣ Ramblin' Man from Gramblin' - Sam Spence [The Moth trapped]
‣ Cellar Search - Philippe Pares [moth flies away with SpongeBob's house]
‣ Alekoki - Kapono Beamer [Mermaid Man and Barnacle Boy leave]
‣ Hawaiian Cocktail - Richard Myhill ["We're all alone, Patrick."]
• Parting of the Clouds - Nicolas Carr [sunrise]
‣ Old Hilo March - Kapono Beamer [ending]
- This episode is available on the Friend or Foe?, Season 5 Volume 1, SpongeBob StarPants, First 100 Episodes, The Ultimate SpongeBob Box Set, SpongeBob SquarePants Vol. 7, The SpongeBob Super Square Collection, Complete Fifth Season, From the Beginning, Pt.2, The SpongeBob SquarePants Collection, The SpongeBob SquarePants 8 Season DVD Collection, and The Best 200 Episodes Ever DVDs.
- This episode was available on the Friend or Foe? DVD, released on April 17, 2007, three months before it aired on television.
- The beginning of this episode is similar to that of "Krab Borg."
- SpongeBob develops a fear of something after seeing something scary and keeps overreacting in both episodes.
- The novel SpongeBob reads breaks its fourth wall, talking about the author dying before finishing the story.
- The face in the freezer is Derek Iversen's face. Despite this, it was voiced by Tom Kenny.
- SpongeBob develops boogophobia, a phobia of the boogeyman.
- It is revealed that Squidward has a mirror on his bedroom ceiling.
- The episode jumps off topic, from night light matters to a Mermaid Man and Barnacle Boy conflict.
- The opposite happens in "Have You Seen This Snail?," where it was meant to be a Mermaid Man and Barnacle Boy episode, but then went to a "where is it?" plot.
- This is the first time SpongeBob wears green pajamas to bed instead of his underwear.
- This is the first physical appearance of Mermaid Man and Barnacle Boy in an episode that does not have their names in the episode title.
- This was the last episode to be written and storyboarded by Chris Mitchell.
- This episode was paired up with "Yeti Krabs" during the Massive Monster Mayhem Marathon.
- The quote "Oh, my!" would later appear in the online game Reef Rumble.
- According to the episode's production code 5574–435, this is a holdover from the later run of the fourth season's production cycle. Reasons for why it was delayed until season five is unknown.
- In one scene, whenever SpongeBob turned his lights on and off repeatedly, before the scene fades to black, and cuts to the Krusty Krab, some of his screaming noises from some season 1 episodes like "Suds" and "Fools in April" were reused.
- The Big "M" signal in the sky is a reference to the Bat-Signal from Batman.
- SpongeBob's line "There is no need to fear, AbsorboPants is here!" is a reference to the old-school cartoon Underdog.
- The Moth resembles Mothman.
- When SpongeBob is carrying a bunch of night lights, he disappears just before going off-screen.
- Patrick looks out a window, thinking SpongeBob is having a party without him. However, most of Patrick's house is underground, so this is impossible and Patrick never had a window in other episodes.
- Also, when Patrick watches SpongeBob's house, he sees it from an impossible angle, because Squidward's house is between them.
- When SpongeBob asks what Patrick is doing, there appears to be a few frames of animation cut and Patrick starts talking within one frame.
- When Patrick is in SpongeBob's mouth after Squidward scares them, he comes out after Squidward tells them it is him, but without his sleeping hat. The next shot where Patrick is seen, his sleeping hat is back on his head.
- When the lighthouse shines its light through the pineapple, at first the "M" looks like it has more of a curve, but when Mermaid Man finds out the signal is a false alarm, the signal looks like a normal "M."
- When SpongeBob asks Mermaid Man and Barnacle Boy if they are at his house to protect them from the darkness, he does not have any legs.
- When SpongeBob and Patrick meet Mermaid Man and Barnacle Boy, they are all outside. After the shot with the letter "M," they are all in the pineapple.
- Mermaid Man takes a nap beside Patrick's rock in SpongeBob's pineapple after attempting to fight the Moth. However, when SpongeBob walks up the lighthouse, Mermaid Man is gone.
- When the Moth lifts up SpongeBob's entire pineapple, only the very top should go since it is detached from the rest of the house.
- At the end of the episode, when SpongeBob and Patrick are crying on top of Patrick's rock, flowers are planted around Patrick's house. However, in the next scene, the flowers disappear.