SpongeBob and Patrick are eating lunch at the Krusty Krab. While eating, they start making ugly faces at each other. Mr. Krabs hears them laughing, and thinks it's the sound of his money being flushed down the toilet. He rushes out of his office to see them making faces at each other and tells them to stop. He then tells them a story about a man (Fred Rechid) who wouldn't stop sticking his tongue out. One day, after sticking his tongue out for the four hundred and forty-fourth time, his face got frozen with his tongue out. Then, after it got frozen, it falls off. SpongeBob and Patrick are terrified of this story and vow never to make faces again.
Later that day, SpongeBob and Patrick are seen trying hard not to make faces. However, they start smirking about their attempts at doing this and eventually start laughing so hard their faces start contorting. They then realize that nothing happened to their faces while doing this and that Mr. Krabs was lying. SpongeBob then suggests that they should really put Mr. Krabs' myth to the test and, while making a single continuous face. After they wake up however, both of their faces are frozen. As they go to many places in Bikini Bottom they scare everyone that sees them. Then at the Goo Lagoon, Sandy finds them, and says they need help.
Later that night, SpongeBob and Patrick are seen in a tent back outside SpongeBob's house laughing at each other's faces, along with making a lot of noise. Squidward's eardrums eventually burst and he starts yelling at them to keep it down. SpongeBob then suggests to Patrick that they try sleeping through the night while holding a face. Patrick agrees and they start doing this, while giving Squidward some peace and quiet.
The next day, SpongeBob and Patrick wake up and realize their faces are frozen and both of them can't move their faces. They start screaming and rush to Sandy's house for help. Sandy then starts giving them a face massage. However, this just makes their faces even more distorted and droop down to their chins. SpongeBob goes to work at the Krusty Krab anyway, despite his frozen face.
At the Krusty Krab, SpongeBob causes a lot of ruckus as he tries to make Krabby Patties and keeps Mr. Krabs from looking at his face at the same time. However, Mr. Krabs eventually finds out about SpongeBob's face freeze problem because Patrick walks into the Krusty Krab with a contorted frozen face. An angry Mr. Krabs then makes a face and it freezes, followed by Squidward coming in and laughing at them. He laughs so much that his face freezes and the episode ends with SpongeBob, Patrick, Mr. Krabs, and Squidward having frozen faces.
( ‣ ) Associated production music
( • ) Original music
( ◦ ) SpongeBob music
‣Slide Whistle Song - Nicolas Carr, Sage Guyton, Jeremy Wakefield [title card] ‣You're Nice - Sage Guyton, Jeremy Wakefield [opening] ‣Dramatic Cue (e) - Ronald Hanmer ["I know that sound!"] ‣Zoom D - Dick de Benedictis ["Are you out of your mind?"] ‣ ? - "Let me tell you the story... of face freeze!" ‣Spongey Bubbles - Steve Belfer [guy sticking out tongue] ‣Dramatic Bridge 4 - Phillip Green ["His face froze with his tongue sticking out!"] ‣ ? - Jeremy Wakefield ["One day, his tongue dried up..."] ‣Drama Link (f) - Hubert Clifford ["...and fell off!"] ‣Skipping to School - Sage Guyton, Jeremy Wakefield [SpongeBob, Patrick struggling not to make faces] ‣Vibe Sting - Nicolas Carr ["Hey!"] ‣ ? - Gerhard Narholz ["Look at us! We're okay!"] ‣ ? - Gerhard Narholz ["Let's see what happens when we hold one face for a long time."] ‣Steel Sting (f) - Jeremy Wakefield [Patrick claps] ‣SpongeBob Theme - Sage Guyton, Jeremy Wakefield [SpongeBob, Patrick on the bus, at the beach] ‣ ? - later that night ‣Solo Steel - Jeremy Wakefield [SpongeBob and Patrick go to sleep] ‣Dramatic Bridge 1 - Phillip Green ["Actually, I can't move my face at all."] ‣Drama Link (f) - Hubert Clifford [SpongeBob and Patrick scream] ‣ ? - Gerhard Narholz [at the treedome] ‣ ? - Michael Bolger, Nicolas Carr [SpongeBob goes to work] ‣Dramatic Impact 3 - Ivor Slaney [customer groans] ‣ ? - Michael Bolger, Nicolas Carr ["I'm sorry, I did not order a side of lips with my patty."] ‣Steel Licks (b) - Jeremy Wakefield ["Why did I have to make a face?"] ‣ ? - Michael Bolger, Nicolas Carr ["What's going on back here?"] ‣ ? - drum roll ‣Vibe Q Sting - Nicolas Carr [Patrick enters] ‣ ? - Michael Bolger, Nicolas Carr ["Aha! You just had to keep making faces, didn't you?"] ‣Steel Sting - Jeremy Wakefield [Krabs' face freezes] ‣ ? - Michael Bolger, Nicolas Carr ["What is the holdup in here?"] ‣Slide Whistle Song - Nicolas Carr, Sage Guyton, Jeremy Wakefield [Squidward's face freezes]
This episode is infamous among fans and critics due to the episode's flimsy plot line, and due to the episode having too much filler. The faces made throughout the episode have also been called out by some as excessively disgusting or disturbing. The ending has also been criticized due to the plot hole of Mr. Krabs and Squidward getting the face-freeze after only making one face, and because it was considered abrupt.
This episode aired in Canada nine days before it did in the US.
Irony: Mr. Krabs should have told SpongeBob to get back to work instead of telling the story if he thought his laughing is the sound of his money being flushed down the toilet.
The Gary face SpongeBob first makes look similar to SpongeSnail from the episode "I Was a Teenage Gary." Also, Mr. Krabs' demonic face makes him vaguely resemble Moar Krabs from the episode "Jellyfish Hunter."
SpongeBob and Patrick don't get Face Freeze until after 12 hours while Squidward and Mr. Krabs get it after a few seconds and Fred received his after 444 times.
Although this episode was included in the Super Spongey Square Games special, it has nothing to do with sports/athletics.
This is the second time SpongeBob and Patrick go camping outside. The first was "The Camping Episode."
The last face of Patrick makes looks little similar to Walt Disney's character Goofy, only that the eyes are on the top of his head.
This is the first episode in which SpongeBob takes advantage of Mr. Krabs' overwhelming greed, when he says "Oh look, someone somewhere just dropped a penny." to buy him some time.
Karma: Mr. Krabs is angry that SpongeBob and Patrick kept making faces and ends up getting the face freeze himself. Squidward laughs at everybody's frozen faces and the same thing happens to him instantly.