- SpongeBob SquarePants
- Old Man SpongeBob (debut)
- Patrick Star
- Old Man Patrick (debut)
- Larry the Lobster
- Mortimer (debut)
- Cara (purple)
- Marco (debut)
- Tyler (normal, cyan)
- Abigail Marge
- Water wings girl (debut)
- Water wings girl's mother
- Nudibranch seller
- Clarabelle (debut)
- Orange fish
- Joshua (debut)
- Frank (red shirt)
- Bikini Bottomites
The episode begins with both SpongeBob and Patrick in a public pool playing Marco Polo. SpongeBob says Marco and opens up a Bikini Bottomite, only to discover a kid who states he is Joshua. Then Patrick is seen with a group of old people, and the lifeguard says all Shady Shoals residents out of the pool. Clarabelle mistakes Patrick for her friend Mortimer and they both go out of the pool. Patrick realizes he's all wrinkled from the pool, and Clarabelle says everyone has them, and she calls them "Oldie Foldies." She then walks off mentioning prune ice cream, and Patrick runs after her chanting ice cream into a bus.
SpongeBob, not knowing Patrick has left, continues to shout Marco, until a fish coincidentally named Marco, runs into SpongeBob, which causes he and SpongeBob to get into a fight, because Marco is upset people shout his name without wanting him.
The bus arrives at Shady Shoals and Patrick lifts all the Oldies out of the bus and into the building. Then Patrick devours all of the prune ice cream, has a brain freeze, and dies. A nurse rushes in and electrocutes Patrick with a defibrillator and his brain flies out. She then zaps his brain, and it catches fire. The nurse backs off and the smoke from the brain enters Patrick's nose. He then wakes up, squirts ketchup onto his brain, and then eats it.
Then there is a montage showing Patrick gradually getting more wrinkly and doing old people things, until he becomes a full blown old man!
SpongeBob is in an alley, still shouting Marco, until Marco hops down from his apartment and threatens SpongeBob if he shouts his name again. SpongeBob then goes into a trance in order to become calm and tells the story of Marco's birth, until Marco starts screaming his name when SpongeBob says his parents are naming him, to which SpongeBob replies, "polo." Marco grabs SpongeBob and says he'll beat up the next person who says his name wrongly, and throws him all the way to Shady Shoals, where Old Man Patrick is napping outside.
SpongeBob, still with his eyes closed, taps Patrick and says it's his turn to say Marco. Patrick says he doesn't know who SpongeBob is, so SpongeBob re-enacts the SpongeBob SquarePants Theme Song until Patrick realizes who he is. Patrick says he's old now and shows SpongeBob all the things he does now. SpongeBob is disappointed and decides to show the oldies what it's like to be young again.
First, they try to climb a tree, and fail. Then they dance, and fail. Finally, all the oldies start chanting Bunny Buns, so they all go into the restaurant. All the oldies act amiss until SpongeBob soon also becomes so over worked that he becomes all wrinkly and old. He tries to walk and then declares he's, "losing steam," falls on the ground, and steam shoots out of his holes. This steam gets Patrick moist and takes out his dry wrinkles.
SpongeBob is napping outside, and Patrick gives him a blanket. SpongeBob then appears to die, and Patrick puts the blanket over him. SpongeBob then jumps out from the blanket, saying, "Gotcha," and the camera pans away from them.
Clarabelle and the oldies are playing Marco Polo, and Clarabelle says Marco, and Marco drops down from a tree, stating he's going to beat up Clarabelle. Clarabelle then flexes her biceps and punches Marco into the distance, and when he hits the ground he explodes, ending the episode.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ Honolulu March - Hans Haider [Opening at the swimming pool.]
‣ Sozzled Sailor - Max Saunders [Old people and Patrick get on bus to Shady Shoals.]
• Hot Steel and Slide Licks (u) - Jeremy Wakefield [SpongeBob still in pool looking for Patrick.]
‣ Bella Napoli (a) - Robert Foster ["Yeah, I'm-a Marco! What do you want?"]
‣ Surf Happy Fun (Underscore) - Billy Lincoln [Larry warns of a lost elderly person.]
‣ On the Beach - Kapono Beamer [Old people and Patrick arrive at Shady Shoals.]
‣ Life of Luxury - Kurt Schick [Patrick knits and plays shuffleboarding with the old people.]
‣ Lap Steel - Nicolas Carr [Elderly and Patrick laugh.]
‣ Bella Napoli (a) - Robert Foster [Marco reappears.]
‣ Harps and Bells - Nicolas Carr ["I'm seeing a small farmhouse..."]
‣ Santa Lucia (a) - Ken Jones, Keith Grant ["My parents had a white farmhouse!"]
‣ Nude Sting - Nicolas Carr [Marco gets upset.]
‣ Bella Napoli (a) - Robert Foster ["If I catch anyone a-yelling my name again, I'm-a gonna hurt them!"]
‣ A Casual Conversation - Nicolas Carr, Barry Anthony [SpongeBob reunites with Patrick.]
‣ SpongeBob SquarePants Theme - Derek Drymon, Stephen Hillenburg, Mark Harrison, Blaise Smith ["Who lives in a pineapple under the sea?"]
‣ Vibe Sting - Nicolas Carr ["I don't know... a wizard?"]
‣ SpongeBob SquarePants Theme - Derek Drymon, Stephen Hillenburg, Mark Harrison, Blaise Smith [Rest of the song.]
‣ A Casual Conversation - Nicolas Carr, Barry Anthony ["Okay, now it's your turn to call Marco Polo."]
‣ Pink Lilac - Conrad Leonard [Patrick shows SpongeBob what old stuff does he do.]
‣ Seaweed - Steve Belfer [SpongeBob suggests Patrick to do funny stuff.]
‣ Dead March 1 - Frederic Chopin, Alfred Kluten [Patrick makes a grave with the mattresses.]
• Hot Steel and Slide Licks (m) - Jeremy Wakefield ["Come on, people. Just cause you're old doesn't mean you're rotten fish."]
‣ Hot Steel and Slide Licks - Jeremy Wakefield [Old man's jaw falls off.]
‣ Marching to Honolulu - Kapono Beamer [SpongeBob takes old people outside.]
‣ Solo Steel 4 - Jeremy Wakefield [Old people get sleep.]
‣ Champagne Music - [Optigan Sample] [Old people start dancing.]
‣ ? [SpongeBob puts techno music.]
• Hot Steel and Slide Licks (a) - Jeremy Wakefield [Old people laughing.]
‣ Skipping to School - Sage Guyton, Jeremy Wakefield ["Isn't it great to get outdoors with the fresh air and sunshine?"]
‣ Harp Ding - Nicolas Carr ["That's a good idea!"]
‣ Bunny Buns Band - Brad Carow, Nicolas Carr [Old people enter at Bunny Buns.]
‣ Dramatic Cue (e) - Ronald Hanmer [Patrick trapped in ball pit.]
• Hot Steel and Slide Licks (d) - Jeremy Wakefield [SpongeBob doing CPR on Patrick.]
‣ Vibe Q Sting - Nicolas Carr ["What? Who you calling old timer?"]
• Hot Steel and Slide Licks (u) - Jeremy Wakefield [SpongeBob sees himself old.]
• Hot Steel and Slide Licks (j) - Jeremy Wakefield [SpongeBob and Patrick are old.]
‣ Dead March 1 - Frederic Chopin, Alfred Kluten [SpongeBob pretends to die.]
‣ Moloka'i Nui (a) - Kapono Beamer ["Gotcha!"]
‣ Bella Napoli (a) - Robert Foster ["Oh, that's it! I said I was gonna clover the next person what calls it my name!"]
‣ Sozzled Sailor - Max Saunders [Clarabelle hits Marco.]
‣ Hot Steel and Slide Licks (IX) - Jeremy Wakefield [Ending]
- This episode premiered eighteen years after "Valentine's Day" and "The Paper" premiered.
- This also means that this episode aired on the holiday.
- SpongeBob makes a reference to the show's intro sequence.
- Moloka'i Nui (a) plays for the first time since the season 8 episode "Treats!," and Marching to Honolulu plays for the first time since the season 7 episode "The Bad Guy Club for Villains."
- This is the first appearance of Bunny Buns since "Mid-Life Crustacean," and the first time it is seen at daytime.
- In the French opening credits, Bob Jaques is spelled as "Bob Jacques."
- SpongeBob shouting "Marco!"
- Marco telling someone to stop shouting his name.
- The mother pulling Joshua away from anyone who is harming him.
- Someone pretending to die.