- SpongeBob SquarePants
- Patrick Star
- Patnocchio (debut)
- Sheldon J. Plankton
- Conscience (debut)
- Karen Plankton
- Karen the Computer Fairy (debut)
- Pearl Krabs
- Walter the Waiter (cameo)
- Goofy Goober (cameo)
- Geppetto (debut)
- Pinocchio (debut)
- Patrick's conscience (debut)
- Bikini Bottomites
The episode starts with Karen the Computer Fairy telling the story of Patnocchio. Plankton attempts to steal a Krabby Patty from Patrick, but gets burned by the sunlight through his magnifying glass and gets sat on by Patrick. He thinks someone is talking to him, and when he tells this to SpongeBob, he says that the voice is probably his conscience.
Plankton tells Patrick that he is his conscience and that he needs him to buy more Krabby Patties, but Patrick has to do some errands before doing so. After a while of doing these errands, Plankton gets annoyed and crosses out all the errands on Patrick's list and adds one to give Plankton the formula.
When the two go to the Chum Bucket, Plankton tells Patrick to toss the patty into the mail slot, but he accidentally throws it too hard and makes it land on a boat with Pearl and her friends. This forces the two to go to Goo Lagoon and go inside Pearl to get the formula. When they go inside Pearl, a man named Geppetto has the Krabby Patty. While they are fighting, Karen gives Pearl Gush and Flush to take them out of her stomach. The episode ends with Patrick finding his real conscience, and afterwards stomping on Plankton as his conscience thought he was a bug.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ The Fairytale Princess - Adam Saunders, Mark Cousins [Opening]
‣ Leap for Joy - Cedric Palmer [Patrick with a tray of Krabby Patties.]
‣ Straight from Hell 10 - Gregor Narholz [Patrick panics.]
‣ Unease - Dick Walter ["I thought you were this crazy voice that keeps telling me what to do."]
‣ Vibe Q Sting - Nicolas Carr ["What'er conscience?"]
• Gator - Steve Belfer [SpongeBob explains Patrick what a conscience is.]
‣ Unknown Track 73 - Plankton chuckles.
‣ Devilish Delight A - Daryl Griffith [Plankton starts pretending to be Patrick's conscience.]
‣ ? ["High five everyone!"]
‣ Fight! Fight! Fight! (a) - Will Schaefer [Patrick high-fives everyone he sees.]
‣ ? [Page turns to next scene.]
‣ The Comedian - Trevor Bastow [Patrick enters at Goofy Goober's.]
‣ Sponge Shredder - Nicolas Carr, Fabian Fernandez ["Ice cream! Yeah!"]
‣ The Comedian - Trevor Bastow [Patrick orders a double chocolate molar blowout ice cream.]
‣ Quirky Tension B - John Epping [Patrick lies to make his nose grow.]
• Grass Skirt Chase - Sage Guyton, Jeremy Wakefield [Patrick and Plankton have a nose fight/"Hooray!"]
• Hot Steel and Slide Licks (k) - Jeremy Wakefield [Waiter sees the mess.]
‣ Dramatic Cue (d) - Ronald Hanmer [Waiter gets angry.]
• Hot Steel and Slide Licks (a) - Jeremy Wakefield [Patrick and Plankton kicked out off Goofy Goober's.]
‣ Capering Clowns - Max Saunders [Plankton crosses off the remaining list of things.]
‣ ? ["Gotta give Plankton a Krabby Patty!"]
• Light Conversation 1 - Nicolas Carr, Barry Anthony [Patrick and Plankton walk to the Chum Bucket with a Krabby Patty.]
‣ Surf 02 158 D - Dieguis Productions/Big Fish Audio [Krabby Patty lands on Pearl's friends' car.]
‣ Harp Ding - Nicolas Carr [Plankton gets an idea.]
‣ Tricks and Traps - James McConnel ["Please promptly pursue Plankton's patty!"]
‣ Harp Ding - Nicolas Carr [Lightbulb above Patrick's head.]
‣ Tricks and Traps - James McConnel [Plankton replaces the lightbulb.]
‣ Harp Ding - Nicolas Carr ["Now I get the idea!"]
‣ ? ["Ooh, gotta follow that patty!"]
• Hot Steel and Slide Licks (b) - Jeremy Wakefield ["Wait for me, you pink pinhead!"]
• Self Surf - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Patrick and Plankton arrive at Goo Lagoon.]
‣ Credit Card Heaven - Nicolas Carr [Krabby Patty is shown.]
‣ Spongeburglar - Nicolas Carr ["Do I?"]
‣ Six Powerful Cues (d) - Wilfred Burns [Pearl inhales the Krabby Patty.]
• Hot Steel and Slide Licks (p) - Jeremy Wakefield ["Oh well, no patty for Plankton."]
‣ Six Powerful Cues (f) - Wilfred Burns [Patrick and Plankton get into Pearl's mouth.]
‣ Death Clock (e) - Dick De Benedictis [Patrick and Plankton in Pearl's stomach.]
‣ Down in Davy Jones' Locker - Nicolas Carr ["Hey, who-a goes-a there?"]
‣ Fettuccine Alfredo - Fabio Di Bari, Daniele Benati, Giulio Vetrone [Geppetto appears.]
‣ Vibe Q Sting - Nicolas Carr ["Sandwich?"]
‣ Happy Clockmaker - George Blackmore [Geppetto tries to hide the Krabby Patty from Patrick and Plankton.]
• Porous Pursuit - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Geppetto and Pinocchio fight with Patrick and Plankton.]
‣ Gathering Nuts and May - Harold Smart [Jump rope.]
• Porous Pursuit - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Fight continues.]
‣ Screw on the Loose - Tony Lowry [Karen gives Pearl Gush and Flush.]
‣ Dramatic Cue (b) - Ronald Hanmer [Pearl spits out Patrick, Plankton, Geppetto, and Pinocchio through her blowhole.]
‣ Screw on the Loose - Tony Lowry ["Thank you, extra strength Gush and Flush!"]
‣ ? ["Free-a!"]
• Hot Steel and Slide Licks (m) - Jeremy Wakefield ["Don't worry about the patty, Patrick."]
‣ Capering Clowns - Max Saunders [Patrick's real conscience appears.]
- This episode is available on the SpongeBob SquarePants Vol. 19 and The Complete Eleventh Season DVDs.
- Patrick slipping and getting a Triple Gooberberry Sunrise in the waiter's face references the gag in the first movie where he and SpongeBob do the same thing after eating several orders of the sundaes.
- This episode marks the first physical appearance of Goofy Goober in 14 years since the first movie. However, he was mentioned a few times during those years: in "Chimps Ahoy," "Born to Be Wild," and "Chum Bucket Supreme."
- This episode marks the first appearance of Goofy Goober's Ice Cream Party Boat in the series, having only appeared in the first movie 14 years prior to this episode's airing.
- This episode marks the first time that "Gator" plays normal pitched since The SpongeBob Movie: Sponge Out of Water.
- This is the first time that "Death Clock (e)" plays since "Sanctuary!"
- This is the second episode where Pearl is seen without Mr. Krabs. The first is "Tunnel of Glove."
- This is one of the few episodes to have a "The End" card.
- Both this episode and its sister have a "The End" card.
- In the French, German, Irish and Italian dubs, the title card is untranslated.
- Gush and Flush is based on Pepto Bismol, a medication used for relieving indigestion.
- The title, plot, and character roles of this episode are all a reference to the 1940 Disney animated movie, Pinocchio.
- Patnocchio and Plankton getting eaten by Pearl is similar to Pinocchio and Mr. Cricket get eaten by a whale.
- Pinocchio and his creator are also in the episode.
- In the French opening credits, Dave Cunningham is credited as supervising director instead of Adam Paloian.
- Doug Lawrence's name is misspelled as "M. Lawrence."
- In the original airing, the entire screen briefly went black on some cable and satellite providers.
- When Patrick and Plankton are inside Pearl's stomach, Plankton's mouth is missing.
- The characters singing in rock n' roll and playing air guitar.
- Whenever someone tells a lie, their nose grows longer.