- Sea urchins
- Patrick Star
- SpongeBob SquarePants
- Incidental 107
- Incidental 106
- Incidental 150
- Incidental 41
- Incidental 40
- Incidental 42
- Incidental 2
- Sheldon J. Plankton (cameo)
- Incidental 46
- Larry the Lobster (cameo)
- Bus driver (debut) (cameo)
- Fish on the Camp Flabbee Gone bus
- Squidward Tentacles
- Incidental 108
- Incidental 64
- Bald bodyguard
- Goofy Goober (undisguised)
- Incidental 14
- Incidental 107
- One of the Olafs
- Incidental 48
- Incidental 23
- Incidental 31
- Incidental 37A
- Incidental 36
- Incidental 67
- Incidental 9
- Incidental 105
- Incidental 22
- Incidental 63
- Incidental 60
- Incidental 49
- Incidental 47
- Incidental 8
- Incidental 65
- Incidental 104
- Incidental 27
- Incidental 7
- Incidental 73
- Incidental 20
- Incidental 152
- Other audience members
The episode starts off as SpongeBob and Patrick walk to each other and then they start to play - the idea of their game is to holler at the vehicles that pass by, which angers Squidward and some of the people in the vehicles. Then, Patrick falls asleep, and when he wakes up, he has a beard. Then, Squidward passes by and offers to teach Patrick everything he knows about how to be mature, which upsets SpongeBob. SpongeBob decides to follow them, promising he will learn how to be mature as well. SpongeBob thinks Patrick is captured by Squidward and brainwashed as his apprentice, sidekick and pawn.
The three go into Squidward's house for a grown-up makeover. SpongeBob shows off his new look. Patrick likes his look until Squidward reminds him that he really should not. They then go to a restaurant, and Patrick and Squidward order some tetrazzini while SpongeBob orders the milk and cookies.
Then, they go to the art place and SpongeBob follows them around and Patrick and Squidward tell the security to kick him out and he first put him out softly, but he does not leave, so he ends up kicking him. SpongeBob sees Squidward and Patrick walking and Squidward mentions that the beard was the best thing that ever happened to Patrick other than himself. SpongeBob realizes that the only way to snap Patrick out of his brainwashing state is to rescue him from Squidward and restore his friendship. He tries to remove his beard. Squidward stops him and says that they are through with him. SpongeBob comes up with a plan to snap Patrick out of his brainwashing state.
Then, Squidward and Patrick go to the Opera House. SpongeBob disguises himself as an opera performer as his plan to rescue Patrick from Squidward's tentacles, so Patrick and Squidward could see a lady, which is really SpongeBob, singing opera, which Patrick says "She's beautiful." After SpongeBob sang opera to win Patrick back, Patrick begins to cry and sees HIS beard is really a sea urchin in hibernation, which breaks Patrick's brainwashed state. The sea urchin wakes up from Patrick's tears, and runs away from him. He chased it until SpongeBob says Patrick's name and he says "How do you know my name?" and he says that he is SpongeBob and they make up again. Then Squidward told all the guests that the show is horrible, but they disagree and threw food at him, as the episode ends.
- Squidward mumbling to himself.
- SpongeBob and Patrick boat screaming by different vehicles.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
• Overture in Sea - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Title card]
• Another Best Day Ever - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Opening]
• Startled Vibraphone Hit - Nicolas Carr [Patrick snoring]
• The Pollywog Strut - Nicolas Carr, Barry Anthony [Patrick falls asleep]
• Unknown Hawaiian Sting - Nicolas Carr ["I do?"]
• Fooling Around 1A - Barry Anthony ["And everybody knows that grownups never play with kids."]
• Fooling Around Lo Brass - Nicolas Carr, Barry Anthony ["Facial hair is a good start, I suppose."]
• Fooling Around 1A - Barry Anthony [Patrick asks Squidward what mature people do]
• Lap Steel - Nicolas Carr [Transition to next scene]
• Light Conversation 1 No Percussion - Nicolas Carr, Barry Anthony ["Let me escort you to my place, my good sir. We need to start with personal grooming for your grown-up makeover."]
• Steel Licks 6 - Jeremy Wakefield [SpongeBob laughs]
‣ Gorgeous Girl - Kurt Schick [Personal grooming]
‣ Little England - Paddy Kingsland [Bikini Bottom Men's Club]
• Razmataz - Nicolas Carr [SpongeBob dancing]
‣ Airs and Graces (a) - Paddy Kingsland [Dinner]
‣ Thieving Magpie Overture - Gioacchino Rossini [Art museum]
• Steel Licks 10 - Jeremy Wakefield [Two security men take SpongeBob out of the art museum]
• Nude Sting - Nicolas Carr [SpongeBob kicked out]
• Wiggle Wobble - Pat Irwin [Squidward and Patrick leave the museum]
‣ Danger Sign - Harry Bluestone, Emil Cadkin ["I must remove that beard."]
‣ Armed Attack - Jean Clero ["That's it! It must be done!"]
• Wiggle Wobble - Pat Irwin [Squidward chews out SpongeBob]
• Steel Sting - Jeremy Wakefield ["You've only gone up three steps."]
• Grand Opera Fanfare - Marcin Pospieszalski, Nicolas Carr ["The famed Bikini Bottom Opera House!"]
‣ Baroque Fin 22 C Maj - Marcin Pospieszalski ["...Opera House!"]
• Orchestra Tuning - Nicolas Carr [inside the opera house]
‣ ? [Opera performance]
◦ Dear Friend - Aaron Springer, Gary Stockdale [SpongeBob sings]
• Steel Licks 3 - Jeremy Wakefield [Patrick cries]
• Wiggle Wobble - Pat Irwin [Sea urchin gets off Patrick's face]
‣ Busy Finale 07 B Maj - Marcin Pospieszalski ["Oh, please! You can call me Patrick!"]
‣ Fanfares 18 C Maj - Marcin Pospieszalski [Audience cheers]
• Overture in Sea - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Ending ]
- This episode is available on the Disorder in the Deep, Complete Eighth Season, Patrick's Day, The Best 200 Episodes Ever, SpongeBob SquarePants Vol. 14, Kids Double Pack: Volume 2, The SpongeBob SquarePants 8 Season DVD Collection, The SpongeBob SquarePants Collection, SpongeBob and Friends: Patrick SquarePants, and Next 100 Episodes DVDs.
- There was a promo for the episode when "Sentimental Sponge" premiered and it featured a clip from this episode, but the episode did not air then.
- This episode was part of SpongeBob's Summer of New Premieres in June 2011.
- Larry's S.U.B. truck from "Drive Thru" reappears in this episode.
- When Squidward teaches Patrick how to act like a grown-up, it is similar to when Patrick teaches SpongeBob how to act like one in "Grandma's Kisses."
- When Squidward and Patrick walk towards the Opera House, Squidward changes clothing, from just a simple red bow tie and his regular brown shirt to a full-on formal shirt, vest, purple bow tie, and jacket.
- The paper that SpongeBob originally took out while on stage had the infamous "There once was a man from Nantucket" limerick, which is known for being very risqué.
- Ironically, one of the things that is thrown at Squidward is a pineapple.
- This episode marks the second time Patrick uses a large amount of advanced vocabulary for nearly the entire episode. The first was in "Patrick SmartPants."
- This is the third episode with a title card to be written on a chalkboard. The first was "New Student Starfish," and the second was "Professor Squidward."
- Incidentally, all of those episodes involve school and education.
- This episode marks the fifth time in the series that SpongeBob sings with a voice that is not Tom Kenny's. The first was in "Ripped Pants," the second was in "Pizza Delivery," the third was in "Band Geeks," and the fourth was in The SpongeBob SquarePants Movie.
- This episode was originally named "Old Man Patrick."
- The name ended up being used in a future season 11 episode.
- When SpongeBob smudges the painting, he blurs the "mildly nude" parts. The painting parodies the Italian painting The Birth of Venus.
- When Squidward and Patrick walk to the concert, Squidward wears his brown shirt and a red bow tie, but when the scene changes, he wears a tuxedo with a pink bowtie. However, it is possible he went back to his house and changed between scenes.
- Patrick wears a top hat and has his cane when the scene changes, but did not in the previous scene.
- In the opening shot of the inside of The Famed Bikini Bottom Opera House, Incidental 107 is shown, but when the shot is shown later, he is replaced by Frankie Billy. When it is shown for the third time, it is Incidental 107 again.