- SpongeBob SquarePants
- Sheldon J. Plankton
- Man Ray
- Eugene H. Krabs
- Squidward Tentacles
- Mermaid Man
- Barnacle Boy
- Ernesto Blindfish
- Bikini Bottomites
- Incidental 37A (cameo on TV)
- Incidental 82
- Incidental 85
- Incidental 84
- Incidental 81
- Incidental 87
- Incidental 90
- Elderly shark
- Incidental 93
- Incidental 91
- Shady Shoals Caretaker
- King Neptune (mentioned)
- Construction foreman (cameo)
- Incidental 49A (cameo)
- Richard A. Bottomfeeder (cameo)
- Granny (cameo)
- Old Man Walker
- Purple old lady (debut)
- Sweet old lady (debut)
- Other Shady Shoals residents
SpongeBob is walking down a sidewalk and singing on his way to work when suddenly, he hears a crying sound. He looks down an alley, where Plankton is crying. He explains to SpongeBob that he was crying because one of his inventions backfired again. SpongeBob then asks what the device was, and Plankton says it was a doomsday device. However, it did nothing but spark and fall apart. SpongeBob suggests hiring a friend to fix it, so Plankton looks in the phone book and finds Man Ray. But it is under "fiends" instead of "friends." But Plankton doesn't care, so he meets Man Ray and explains the plan.
They then go to the Krusty Krab and demand the secret formula. When Mr. Krabs says that they'll never get the formula of making Krabby Patties, Man Ray says that he thought it was a formula for world domination, but Plankton explains that if "you control the fast food chain, you can control the world." Plankton then has Man Ray try a Krabby Patty to prove it, but Man Ray becomes addicted to them and demands more Krabby Patties without letting Plankton eat a single one. Meanwhile, SpongeBob tries to get Mermaid Man and Barnacle Boy for help but fails many times. He finally gets to them and tells them but they tell him they can't help him, leaving SpongeBob to be his own hero. SpongeBob then comes back to work to assist the tired Squidward and to "be his own hero." He makes more Krabby Patties, which, Man Ray gets fat from. Mermaid Man and Barnacle Boy then come and arrest him, thus leaving Plankton to pay the bill for the Krabby Patties.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ Tristesse - Gerhard Trede [Plankton crying]
‣ A Simple Conversation - Nicolas Carr, Barry Anthony [Plankton's doomsday device doesn't work/"Well, it's supposed to upset the Earth's axis."]
‣ Clowning Around - Barry Anthony ["Oh, what's the use?"]
‣ A Casual Conversation - Nicolas Carr, Barry Anthony [Plankton looks in the phone book]
‣ Fooling Around 2 - Nicolas Carr, Barry Anthony [Man Ray restocking vending machines]
‣ Sneaking About - Phil Green ["We spoke on the phone!"]
‣ Dark and Scary - Harry Lubin [Plankton explains his plan]
‣ Drama Sting 3 - Steve Marston [Plankton laughs evilly]
‣ Vibe Sting - Nicolas Carr [Krabs snaps to attention]
‣ Drama Link (d) - Hubert Clifford [Plankton with tape measure]
‣ Clowning Around Again - Nicolas Carr, Barry Anthony ["I'm just taking a few measurements."]
• Hot Steel and Slide Licks (m) - Jeremy Wakefield [Krabs picks up Plankton]
‣ Crime & Danger Sign #3 - Hans Conzelmann, Delle Haensch [Man Ray appears]
‣ Unknown Track 20 - "Say hello to my new partner!"
‣ Horror Crash - Harry Lubin [Krabs screams and runs off]
‣ Coming to Get You [#3] - Harry Bluestone, Emil Cadkin ["Hang onto your hats and glasses!"]
‣ Vibe Q Sting - Nicolas Carr [milkshake cups float in midair]
‣ Danger Sign - Harry Bluestone, Emil Cadkin [front entrance is boarded up]
‣ Hero v. the Villain - Johnny Pearson [SpongeBob shines the emergency searchlight]
‣ Mermaid Man and Barnacle Boy Action Theme - Michael Bolger, Nicolas Carr, Pat Irwin ["Yes! Mermaid Man, Barnacle Boy will be here in no time!"]
‣ Hot Steel and Slide Licks - Jeremy Wakefield ["I guess this is only good for nighttime emergencies."]
‣ Hero v. the Villain - Johnny Pearson [SpongeBob running to Shady Shoals]
• Hot Steel and Slide Licks (a) - Jeremy Wakefield ["Sorry, kid."]
‣ Hide and Seek - Arthur Harold Wilkinson [SpongeBob peeks through the window]
• Hot Steel and Slide Licks (u) - Jeremy Wakefield ["You old piece of junk!"]
‣ Danger Sign - Harry Bluestone, Emil Cadkin ["The Krusty Krab is finally ours!"]
‣ Hawaiian Link (b) - Richard Myhill [back at Shady Shoals]
‣ Harp Ding - Nicolas Carr [SpongeBob gets an idea]
• Hot Steel and Slide Licks (b) - Jeremy Wakefield ["Good afternoon."]
‣ Unknown Track 40 - SpongeBob starts running
‣ Champagne Music - [Optigan sample] [Ladies' choice dance]
• Daily Chores Jig - Michael Bolger, Nicolas Carr [Squidward serves Krabby Patties]
‣ Rescue - Cecil Milner [SpongeBob slips on wet floor]
‣ Expectant Stab [#28] - Harry Bluestone, Emil Cadkin ["Come quick! Krusty Krab is in dire straits!"]
‣ Alekoki - Kapono Beamer ["We just woke up from our nap."]
‣ Melodramatic Moments - Michael Bolger, Nicolas Carr [SpongeBob returns to the Krusty Krab/"It's the guy in red."]
• Hot Steel and Slide Licks (h) - Jeremy Wakefield ["Can we please steal the secret formula now?"]
‣ Drama Sting 5 - Steve Marston [Man Ray demands more Krabby Patties]
‣ Man, Go Man! - Ralph Dollimore ["I'm gonna be my own hero."]
‣ Hot Steel and Slide Licks (y) - Jeremy Wakefield ["Alright, fine."]
• Hot Steel and Slide Licks (h) - Jeremy Wakefield ["No more."]
‣ Mermaid Man and Barnacle Boy Action Theme - Michael Bolger, Nicolas Carr, Pat Irwin [Man Ray is arrested]
• Salty Squid Jig - Nicolas Carr, Sage Guyton [ending]
- This episode is available on the Complete Eighth Season, It Came from Goo Lagoon, and Next 100 Episodes DVDs.
- This episode reveals that Man Ray works at a store.
- When this episode premiered it was paired up with "Gary's New Toy,” a season 9 episode.
- In the end, "In Loving Memory of Ernest Borgnine" is credited, as this episode premiered after he died.
- Plankton having to pay for the Krabby Patties is similar to Mr. Krabs paying for the destroyed bank (which SpongeBob and Patrick destroyed) in "The Great Patty Caper."
- The title card is similar to that of "Prehibernation Week," but is not animated.
- This episode holds the second longest title with eight words. The first is "Mermaid Man and Barnacle Boy VI: The Motion Picture" with nine words, and the third is "The Krabby Patty That Ate Bikini Bottom" with seven words.
- The construction worker from "What Ever Happened to SpongeBob?," the real estate agent from "Opposite Day," and Richard A. Bottomfeeder from "Krabs vs. Plankton" all make cameos at the beginning.
- This is the first appearance of Mermaid Man after Ernest Borgnine's death. However, he was credited and voiced Mermaid Man, which means that this episode was made before his death.
- This is the third episode to be dedicated to someone. The first was The SpongeBob SquarePants Movie when it was dedicated to Jules Engel (1909-2003) and the second was "Karate Island" when it was dedicated to Pat Morita (1932-2005). In this case, it was dedicated to Ernest Borgnine (1917-2012).
- This episode marks the third appearance of canned bread. The first is "Squidville" and the second is "Atlantis SquarePantis."
- This is the third episode to show Squidward successfully making Krabby Patties. The first is in "Bubble Buddy," the second is "Breath of Fresh Squidward." The fourth is "The Good Krabby Name."
- Man Ray's ray gun looks identical to Plankton's Death Ray from the episode "Tentacle-Vision."
- On Sky, the episode description says "Plankton teams up with Man Ray to take over the Krusty Krab - and then the world! Muhahahahaha!"
- This episode's working title is "Plankton and Man Ray Team Up."
- This is the last episode where Mermaid Man and Barnacle Boy play a major role.
- The light used to call Mermaid Man and Barnacle Boy is a parody of the light used to call Batman and Robin.
- The entire episode appears darker in color than usual.
- The same happens with its sister episode "Chum Fricassee."
- SpongeBob failing to get to Mermaid Man.
- Man Ray eating Krabby Patties.