- Halloween jellyfish (debut)
- Mermaid Man (costume)
- Barnacle Boy (costume) (mentioned)
- SpongeBob SquarePants
- Patrick Star
- Squidward Tentacles
- Eugene H. Krabs
- Ghost Krabs
- Sheldon J. Plankton
- Ghost Plankton (debut)
- Karen Plankton
- Sandy Cheeks
- Ghost Sandy
- Flying Dutchman
- Acorn monster (debut)
- Gary the Snail
- Ghost Gary
- Alternate-Universe Patrick
- Margaret SquarePants (mentioned)
- Flying Dutchman's ghost pirates (debut)
- Patchy the Pirate (rough storyboard)
The episode starts off with SpongeBob putting sparkly decorations on his house for Halloween. Patrick comes by in his knight costume, but he is not amused by SpongeBob's house because it is "too cute for Halloween." SpongeBob shows him his flower costume, but Patrick is still not impressed because it is not scary enough. Patrick shows SpongeBob what scary is when Squidward's house scared the trick-or-treaters with onions. SpongeBob admits that he loves to go trick-or-treating, but he is too afraid to go out on Halloween. Patrick tells SpongeBob that there is no need to be afraid as long as he believes in one simple statement: Scary equals funny. SpongeBob agrees and goes with him.
The first place they stop at is Sandy's treedome. Sandy appears in her mad scientist outfit and is dubbed under the name: Dr. Franken-Cheeks. She, SpongeBob, and Patrick play a guessing game with her jars of horror and she shows them her latest invention: the acorn monster. Afterwards, SpongeBob and Patrick stop over at the Krusty Krab, where Mr. Krabs and Squidward are doing a haunted tour of the Chum Bucket. SpongeBob enjoys the haunted tour and laughs himself out. Mr. Krabs asks why SpongeBob is laughing, but SpongeBob tells him that he has a new theory: Scary equals funny. SpongeBob's theory does not intrigue both Mr. Krabs and Squidward and claim it as a major insult on Halloween. SpongeBob and Patrick stop over at the Chum Bucket, where Plankton and Karen are doing the haunted tour of the Krusty Krab. But SpongeBob finds this funny as well, which deeply annoys Plankton and Karen.
Meanwhile, in the skies above Bikini Bottom, the Flying Dutchman is enjoying himself on Halloween. However, he is halted by SpongeBob's laughter. He descends downward and goes to ask SpongeBob why is he laughing on Halloween. SpongeBob says that he used to be scared until Patrick told him that scary equals funny. The Flying Dutchman is offended by that statement at first, but when he looks at the Krusty Krab decorations, he concludes that they are as laughable SpongeBob claims they are. He decides to offer them a thrill ride inside his pirate ship, which SpongeBob and Patrick agree.
SpongeBob and Patrick ride inside the ship, where it is filled with ghosts, ghouls, skeletons, and monsters. Patrick is terrified, but SpongeBob still thinks it is funny. The Flying Dutchman begins to get annoyed with SpongeBob's laughter, but he soon gets another idea. Upon hearing that SpongeBob has other friends, the Flying Dutchman unleashes a ghostly mist that separates the souls of Sandy, Mr. Krabs, Squidward, Gary, and Plankton from their bodies. SpongeBob and Patrick are still riding in the ship and they encounter the souls of their friends locked in cages as they call for help. SpongeBob still finds this funny as he initially does not think it is really them, until he notices Patrick's soul caged up as well. Patrick confesses that he had been wrong all along and admits that sometimes scary equals scary. After hearing that, and seeing Patrick's soulless body, SpongeBob finally realizes the damage embracing Patrick's theory has done and runs out of the ship in fear. But, despite his fear, he decides to go back and rescue his friends.
Back on the ship, the Flying Dutchman tortures the souls of SpongeBob's friends. Plankton manages to set himself free and offers the Flying Dutchman a deal: Plankton takes over the world and they will split it 70-30. The Dutchman, however, turns down the offer and instead turns Plankton into his ghoulish servant. Just as the Dutchman prepares to roast the souls of SpongeBob's friends over a pit of demonic blue flames, SpongeBob appears in Sandy's acorn monster puppet. He goes to attack the Dutchman, but he ends up flying into a wall, destroying the puppet in the process. The Dutchman laughs at SpongeBob because he is too stupid to scare someone like him. Plankton mentions the scary things SpongeBob has inside his brain, which infuriates the Dutchman to the point of stepping on him. However, he is encouraged to fly inside his brain and have a look.
Inside SpongeBob's brain, the Flying Dutchman encounters various creatures flying around and they carry him everywhere. None of the dream creatures scare the Dutchman one bit, and he concludes that SpongeBob does not have any scary thoughts in his brain. But SpongeBob, who regains consciousness, says that what always scared him is when his mother takes out his naked baby pictures. At that moment, a giant naked baby version of SpongeBob appears and hugs the Flying Dutchman. The other dream creatures hug him as well and the Dutchman becomes scared. He flies out of SpongeBob's head and runs away in horror. As his ship disappears, the souls of SpongeBob's friends return to their bodies. SpongeBob and Patrick agree that they learned to never use shortcuts, such as Patrick's "Scary equals Funny" theory, to face their fears again, and everyone runs into the Krusty Krab for the party. Meanwhile, Plankton gets picked up by a trick-or-treater and eats him, mistaking him for a piece of candy, as the episode ends.
Behind the scenes
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
• Haunted Hula Skirts - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Title card and opening.]
• Dunces and Dragons - Nicolas Carr, Barry Anthony [Patrick appears disguised as a knight.]
• A Halloween Conversation - Nicolas Carr, Barry Anthony [Patrick says SpongeBob's decorations are too cute.]
• I'm a Flower - Nicolas Carr [SpongeBob disguised as a flower.]
• A Halloween Conversation - Nicolas Carr, Barry Anthony ["Oh, that's not scary either, SpongeBob."]
‣ Evil Mind 3 - Dick De Benedictis ["There is no candy here... Only onions!"]
‣ Death Clock (b) - Dick De Benedictis [Squidward scares away trick-or-treaters with onions.]
• Vibe Q Sting - Nicolas Carr ["SpongeBob?"]
• Spongebones - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob hiding in Patrick's costume.]
• Lap Steel - Nicolas Carr ["Scary equals funny!"]
‣ Dramatic Cue (d) - Ronald Hanmer [SpongeBob scared by ghost balloon.]
• Spongebones - Nicolas Carr, Sage Guyton, Jeremy Wakefield [SpongeBob hiding in Patrick's mouth.]
• Lap Steel - Nicolas Carr [Transition to next scene.]
• Humorous Halloween Transition - Nicolas Carr, Barry Anthony ["Sure you can handle this, SpongeBob?"]
‣ Alien Spacecraft (a) - Gregor Narholz [SpongeBob and Patrick see machines inside Sandy's treedome.]
‣ ? [Sandy's silhouette appears behind SpongeBob and Patrick.]
‣ Frankenstein's Niece (a) - Gregor Narholz [Sandy introduces herself as Dr. Franken-Cheeks.]
• Humorous Harpsichord - Nicolas Carr, Barry Anthony ["Oh, hi, Sandy. I didn't recognize you."]
‣ Cellar Search - Philippe Pares [Jars of horror are shown.]
‣ Frankenstein's Niece (a) - Gregor Narholz [SpongeBob sticks his hand into the jars of horror.]
• Nude Sting - Nicolas Carr [Patrick's head is shown inside of a jar.]
• Hot Steel and Slide Licks 31 - Jeremy Wakefield [SpongeBob touching Patrick's brain.]
• Hot Steel and Slide Licks 37 - Jeremy Wakefield ["Ew!"]
‣ Frankenstein's Niece (a) - Gregor Narholz [Sandy introduces the acorn monster to SpongeBob and Patrick.]
• Hot Steel and Slide Licks 16 - Jeremy Wakefield ["I love it!"]
• Lap Steel - Nicolas Carr ["Hooray!"]
• Chumbucket Horror - Michael Bolger, Nicolas Carr [Squidward and Mr. Krabs setting up "The Horrors of the Chum Bucket."]
‣ Walk in a Nightmare - Syd Dale [SpongeBob and Patrick get inside "The Horrors of the Chum Bucket."]
• Hot Steel and Slide Licks 28 - Jeremy Wakefield [SpongeBob and Patrick laughing.]
• Fooling Around Halloween - Nicolas Carr, Barry Anthony ["What are you two laughing about?"]
• The Devil's Merry Go Round - Nicolas Carr ["Come to the Chum Bucket and witness the horrors of the Krusty Krab!"]
• Chumbucket Carnival - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Karen disguised as a cat.]
• The Haunted Carnival - Eban Schletter ["Behold! The horrors of the Krusty Krab!"]
‣ Malleus Mallificarum (A) - Dave Hewson [Flying Dutchman's ship appears.]
‣ In the Crypt - Dave Hewson ["Ah! Music to me ears. Halloween night, and everyone is getting their bloomers scared off!"]
• Vibe Q Sting - Nicolas Carr ["Wait a millennium..."]
• Some Things To Know About Monsters - Eban Schletter ["That kid isn't screaming with fear."/Flying Dutchman scares the kid.]
• Down in Davey Jones Locker - Nicolas Carr [Flying Dutchman laughs.]
• Tension Bits - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Flying Dutchman hears SpongeBob laughing.]
‣ Malleus Mallificarum (A) - Dave Hewson ["Who dares to laugh at All Hallows' Eve?!"]
‣ Out of the Crypt - Sean Elder [Flying Dutchman steers his ship downwards.]
• Hot Steel and Slide Licks 23 - Jeremy Wakefield ["Gee. Who would have thought I'd be laughing myself silly tonight?"]
‣ The Beast Within - Paddy Kingsland ["You!"]
‣ Dramatisation - Derrick Mason [Um... I guess so?"]
‣ The Beast Within - Paddy Kingsland [Flying Dutchman screams at SpongeBob.]
• Ghostly Scoundrel - Eban Schletter ["How could anyone confuse scary with funny?"]
‣ It's Creepy (a) - Ron Goodwin ["These decorations are laughable!"]
‣ Tower of Evil - Magnum Opus [Dutchman invites SpongeBob and Patrick aboard his ship.]
‣ At the Graveyard - Gregor Narholz [Flying Dutchman flying around SpongeBob and Patrick.]
◦ Ahhhh - Doug Lawrence, Eban Schletter [Ghosts sing this.]
‣ Cloak and Dagger - Sean Elder ["How can he still be laughing?! I've never been so humiliated."]
• Some Things To Know About Monsters - Eban Schletter [Flying Dutchman steals SpongeBob's friends' souls.]
‣ Its Behind You - Sean Elder [SpongeBob still laughing.]
‣ The Horror Never Ends 60 - Gregor Narholz [Squidward, Gary, Sandy, Plankton, Mr. Krabs and Patrick's souls caged.]
• Hot Steel and Slide Licks 4 - Jeremy Wakefield [SpongeBob deletes the word "Funny" from the chalkboard.]
‣ Dramatic Cue (d) - Ronald Hanmer [SpongeBob screams.]
‣ The Creature (a) - Gregor Narholz [SpongeBob's skeleton runs out of his body.]
‣ Quirky Tension B - John Epping ["Me too, but we gotta go back."]
• Hot Steel and Slide Licks 2C - Jeremy Wakefield [SpongeBob's skeleton gets back in his body.]
‣ Vault of Secrets - Magnum Opus [Flying Dutchman playing with caged souls.]
• Great Idea Patrick - Nicolas Carr [Plankton gets an idea.]
‣ Cloak and Dagger - Sean Elder [Plankton's soul escapes from cage.]
• Tension Threat - Nicolas Carr [Flying Dutchman zaps Plankton.]
• Horror Organ - Nicolas Carr ["Yes, master."]
‣ It's Creepy (a) - Ron Goodwin [Plankton kisses Dutchman's diamond ring.]
‣ Impending Death 60 - Gregor Narholz [Flying Dutchman about to roast souls over the fire.]
‣ Frightmare - Magnum Opus [Acorn monster appears and tries to scare the Flying Dutchman.]
‣ Ghastly Ghouls - Sean Elder ["You couldn't frighten me in a million eternities, kid."]
‣ Evil Wizard A - Udi Harpaz ["I was in there once. It's too terrifying, even for ghosts!"]
‣ Evil Wizard OL - Udi Harpaz [The Flying Dutchman enters SpongeBob's brain]
• Brain Massage - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Sequence of Flying Dutchman inside of SpongeBob's brain.]
‣ Its Behind You - Sean Elder [SpongeBob's eyes roll into his head and sees the Flying Dutchman.]
• Classic Horror Sting - Eban Schletter [Flying Dutchman turns black and reveals eyeballs and a ghost.]
‣ Its Behind You - Sean Elder [SpongeBob says what scares him.]
• Inside SpongeBob's Brain - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Flying Dutchman sees a giant baby SpongeBob that hugs him, along with the brain's characters.]
‣ The Creature (a) - Gregor Narholz [Flying Dutchman leaves SpongeBob's brain screaming.]
• 12th Street Rag with Bass - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Patrick, Sandy, Squidward, and Mr. Krabs recover their souls.]
• Haunted Hula Skirts - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Ending.]
- This episode is available on the SpongeBob SquarePants Vol. 18, The Legend of Boo-Kini Bottom, SpongeBob SquarePants Holiday Collection set, The Complete Eleventh Season, and Stuck on the Roof DVDs.
- According to Vincent Waller, an entire wrap-around with Patchy was finalized and written, but it was not filmed because there was already enough material to fill 22 minutes. Instead, they used an ad break.
- The same character models from "It's a SpongeBob Christmas!" are used in this episode.
- This is also the first episode since that one to feature all of the main characters.
- Each character wears a Halloween costume:
- SpongeBob: Flower
- Patrick: Knight
- Mr. Krabs: Dollar Bill
- Plankton: Devil
- Karen: Cat
- Sandy: Mad Scientist (Dr. Franken-Cheeks)
- The stop-motion models of Mrs. Puff and Pearl from "It's a SpongeBob Christmas!" were originally going to appear, but their scenes had to be cut from the final episode for time.
- The Flying Dutchman has a crew of pirate ghosts in this episode.
- The title is similar to that of "The Legends of Bikini Bottom."
- This is the fifth episode to have an alternate theme song. The first is "Christmas Who?," the second is "What Ever Happened to SpongeBob?," the third is "Truth or Square," and the fourth is "It's a SpongeBob Christmas!"
- During the premiere of the episode, a banner would appear, informing viewers about Spectrum's decision to drop 23 ViacomCBS channels - including Nickelodeon - and ways to help not to lose these channels. This only happened on Nickelodeon's sub-feed for Spectrum. Other cable providers did not show the message.
- There is an online game based on this episode called Tracks of Terror.
- This is the highest viewed season 11 episode, having 2.21 million viewers.
- This episode marks the first usage of the APM track "Cellar Search" since "Plankton's Pet."
- This is the first half hour special of season 11.
- This episode marks the Flying Dutchman's first physical appearance in 6 years since "Ghoul Fools" from season 8.
- This is also the first appearance of stop-motion animation since the second movie.
- This is the fifth episode to not have the normal opening credit. The first was "Reef Blower" (which did not have opening credits for that matter), the second was "SB-129," the third was "Krusty Krab Training Video," and the fourth was "Ugh."
- This is the fourth instance of a character entering SpongeBob's brain. The other instances were in "Plankton!," "The Inside Job," and The SpongeBob Movie: Sponge Out of Water.
- This is also the first time a character other than Plankton enters SpongeBob's brain. In this case, it is the Flying Dutchman.
- Plankton mentions that he has been inside of SpongeBob's brain before, referencing the events of "Plankton!," "The Inside Job," and The SpongeBob Movie: Sponge Out of Water.
- This is the fifth episode to show blood/gore. The first was "Dying for Pie," the second was "Born to Be Wild," the third was "House Fancy," and the fourth was "Code Yellow."
- This episode, unlike most others, was released on a Friday instead of a Saturday.
- The Flying Dutchman says that SpongeBob has never scared him before. However, in "Scaredy Pants," he scares him when he takes off SpongeBob's costume and finds out that it is just his brain underneath the costume.
- This is the fourth episode in which Plankton gets mistaken for candy. The first is "F.U.N.," the second is "20,000 Patties Under the Sea," and the third is "Frozen Face-Off."
- When Patrick is first seen dressed as a knight, the trumpet fanfare from "Dunces and Dragons" is reused.
- This is the last stop-motion episode to premiere during Stephen Hillenburg's lifetime.
- This is the first episode to have the Flying Dutchman and Plankton in the same episode.
- The animated segment inside SpongeBob's brain is reminiscent of the Beatles' music-video "Yellow Submarine."
- Plankton's quote "Krabby Patties are people!" is a reference to Frank Thorn's quote, "Soylent Green is people!" in the 1973 film, Soylent Green. It could also be a reference to the SpongeBob skit in the one episode of "Robot Chicken" when SpongeBob reveals that Krabby Patties were made out of crabs.
- In the UK, production details are listed for it just after the intro concludes. Since the normal theme song with the animation of the "Truth or Square" opening is used, the trumpet on SpongeBob's nose is making the sound of a flute.
- Just like in "It's a SpongeBob Christmas!," when SpongeBob and Patrick enter Sandy's treedome, they are not wearing water helmets.
- When the Flying Dutchman traps the characters' ghosts in the cages, most of the characters could have turned sideways and escaped, or they could have torn themselves apart like Plankton did.
- When the Flying Dutchman's ship vanishes, leaving SpongeBob and his friends' souls to fall down, both Patrick's body and Plankton's soul are absent until they return to their respective counterparts in the next scenes.