- SpongeBob SquarePants
- Patrick Star
- Eugene H. Krabs
- Squidward Tentacles
- Sandy Cheeks
- Gary the Snail (mentioned)
- Fred (flashback only)
- Norma Rechid
- Monroe Timmy (green)
- Frankie Billy (purple; normal)
- Debbie Rechid
- Nat Peterson
- Frank (red shirt)
- Harold (red fish)
- Ivy (gray)
- Tina Fran
- Harold "Bill" Reginald
- Abigail Marge
- Two lovers in the boat
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 would not 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 eventually dried up and fell 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. 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 that 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 cannot move their faces. They start screaming and rush down to Sandy's Treedome for help. Sandy then starts giving them a face massage. However, this just makes their faces even more distorted and they droop down to their chins. SpongeBob goes to work at the Krusty Krab anyway, despite his ridiculous 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 hard that his face freezes too, and the episode ends with SpongeBob, Patrick, Mr. Krabs laughing and Squidward crying whilst having frozen faces. And they all learned a lesson.
|( ‣ ) Associated production music|
|( • ) Original music|
|( ◦ ) SpongeBob music|
‣ Slide Whistle Song - Nicolas Carr, Sage Guyton, Jeremy Wakefield [title card]
‣ Unknown Hawaiian Sting (c) - Opening
‣ You're Nice - Sage Guyton, Jeremy Wakefield [SpongeBob and Patrick making funny faces at the Krusty Krab]
‣ Dramatic Cue (e) - Ronald Hanmer ["I know that sound!"]
‣ Zoom (d) - Dick de Benedictis ["Are you out of your mind?"]
‣ Evil Mind 4 - Dick De Benedictis ["Are you out of your mind?"]
‣ Unknown Track 66 - "Let me tell you the story... of face freeze!"
‣ Spongey Bubbles - Steve Belfer [guy sticking out tongue]
‣ Dramatic Bridge 4 - Phil Green ["His face froze with his tongue sticking out!"]
‣ Hot Steel and Slide Licks (n) - 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!"]
‣ Cartoon Sting 5 - SpongeBob and Patrick make their faces/"Let's see what happens when we hold one face for a long time."
‣ Hot Steel and Slide Licks (e) - Jeremy Wakefield [Patrick claps]
‣ Hawaiian Adventures SpongeBob Theme - Sage Guyton, Jeremy Wakefield [SpongeBob, Patrick on the bus, at the beach]
‣ Cartoon Sting 2 - later that night
‣ Solo Steel - Jeremy Wakefield [SpongeBob and Patrick go to sleep]
‣ Dramatic Bridge 1 - Phil Green ["Actually, I can't move my face at all."]
‣ Drama Link (f) - Hubert Clifford [SpongeBob and Patrick scream]
‣ Cartoon Sting 4 - at the treedome
‣ Sailor's Sting 4 - Michael Bolger, Nicolas Carr [SpongeBob goes to work]
‣ Dramatic Impact 3 - Ivor Slaney [customer groans]
‣ Sailor's Sting 4 - Michael Bolger, Nicolas Carr ["I'm sorry, I did not order a side of lips with my patty."]
‣ Hot Steel and Slide Licks (i) - Jeremy Wakefield ["Why did I have to make a face?"]
‣ Sailor's Sting 15 - Michael Bolger, Nicolas Carr ["What's going on back here?"]
‣ ? [drum roll]
‣ Vibe Q Sting - Nicolas Carr [Patrick enters]
‣ Sailor's Sting 15 - Michael Bolger, Nicolas Carr ["Aha! You just had to keep making faces, didn't you?"]
‣ Hot Steel and Slide Licks - Jeremy Wakefield [Krabs' face freezes]
‣ Sailor's Sting 8 - 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 received a rating score of 4.1 out of 23 votes on TV.com, making it the lowest-rated episode on the website to date.
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- This episode aired on June 30, 2012 in Canada, before it premiered in the United States.
- 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.
- Running gag: SpongeBob and Patrick making absurd faces.
- The face that SpongeBob makes looks similar to SpongeSnail from the episode "I Was a Teenage Gary."
- Also, Mr. Krabs' demonic face makes him vaguely resemble one of the faces that Krabs makes when he says "More" in 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 episode marks the second time SpongeBob and Patrick go camping outside. The first is "The Camping Episode."
- This is the first episode in which SpongeBob takes advantage of Mr. Krabs' overwhelming greed, which is demonstrated 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 keep 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.
- The faces from this episode can be seen in the online game Barnacles! My Face!
- This episode's conflict and karma is similar to that of "Hooky."
- This episode premiered on Robin Williams' 61st birthday, three years after the To SquarePants or Not to SquarePants DVD was released, and one year after "The Googly Artiste" premiered.
- This episode premiered in Canada seven years after "The Endless Summer" premiered.
- This episode premiered in Greece eight years after Gone Nutty! was released, six years after Nicktoons: Battle for Volcano Island was released in Australia, and one year after SpongeBob Diner Dash was updated for the second time.
- The plot is similar to The Simpsons 1987 short "Making Faces."
- One of SpongeBob's faces resembles the Forever Alone meme.
- The last face Patrick makes looks similar to Walt Disney's character Goofy, only that the eyes are on the top of his head.
- SpongeBob's face after getting massaged by Sandy appears to be a caricature of TV show host Ed Sullivan.
- When the camera pans to Mr. Krabs' office, the register and window are missing.
- When SpongeBob gives the customer his food, his lips are not on the tray. In the next shot, they are.
- On the DVDs listings, the exclamation point is missing.
- When SpongeBob gives the customer his Krabby Patty, his Krusty Krab employee hat is there, but in the next shot, it is gone. Then it reappears in the next shot.
- Usually, SpongeBob and Patrick would dry up in Sandy's treedome with no water helmets. However, in this episode, they don't.
- When Sandy shows SpongeBob's and Patrick's faces in the mirrors, her mouth doesn't move.
- In the Russian Version, the title card mistakes one of the writers as Mr. Pursel instead of Mr. Lawrence and Alan Smart as animation director instead of Andrew Overtoom.