Fooling Around is composed by Barry Anthony. The main instruments being played in the piece include a clarinet, bassoon, flutes, a trombone, a piccolo, and a tuba.
- 157a. "Squidward's School for Grown-Ups" - "Everybody knows that grownups never play with kids."
- 157b. "Oral Report" - SpongeBob goes to Sandy's.
- 160b. "Walking the Plankton" - Plankton sets a decoy made of cheese.
- 163b. "Plankton's Good Eye" - Plankton runs home.
- 171b. "InSPONGEiac" - SpongeBob wakes up.
- 176a. "Super Evil Aquatic Villain Team Up is Go!" - Man Ray restocking vending machine.
- 177a. "The Good Krabby Name" - Opening; the patty suit lands on Plankton.
- 179b. "Squirrel Record" - SpongeBob feeds Sandy chum.
- 181b. "Squid Baby" - Squidward gets put in a cage.
- 193a. "Sanctuary!" - SpongeBob says that he is too busy to come to work.
- 194a. "Patrick! The Game" - SpongeBob and Patrick play "Certified Public Accountant", Squidward explains to Patrick that someone makes the games.
- 196a. "The Fish Bowl" - "I'll take those, my good man."; Patrick wants SpongeBob to rub his feet; Ice cream starts to melt.
- 203b. "Salsa Imbecilicus" - Sandy talks to Plankton.
- 205a. "Whirly Brains" - SpongeBob and Patrick looking for Squidward.
- 214b. "Out of the Picture" - Art appraiser appears at the Krusty Krab.
- 220. "The Legend of Boo-Kini Bottom" - "What are you two laughing about?" (Halloween version)
- 224a. "Squid Noir" - Bubble Bass shows the other fish his suburban dad figurine.
- 225a. "Cuddle E. Hugs" - SpongeBob tells Patrick and Sandy about Cuddle E. Hugs; Sandy thinks that Cuddle E. Hugs is an SpongeBob's imaginary friend.