This is the page about Ms. Mildred. If you were looking for the article about the sea spider, then see Mildred.

Ms. Mildred Upturn CCCXXXIII is a rich woman with a posh accent who appears in the episodes "Krusty Katering" and "Moving Bubble Bass." She lives in a mansion that is shaped like a purse with high-class jewelry on it and owns a green worm that has a similar hairdo to hers.

She is referred to as "Lady Upturn the 333rd" in "Moving Bubble Bass."


She has light pink skin, dark yellow hair, lavender eyelids, and dark pink lips. She wears a dark blue dress with a light blue boa, a golden bracelet, and often holds a green purse with a small gold clamshell on it. She also wears blue high heels with light blue stripes, though in "Moving Bubble Bass" she wears blue high heels that are more realistic in design.

Unlike most fish, she has fingers and toes.

Role in series

"Krusty Katering"

After SpongeBob, Patrick, Squidward, and Mr. Krabs retreat from the childrens' birthday party they catered, they see Ms. Mildred looking at their truck, and she asks them if they are the caterers for her party. Mr. Krabs lies and says they are, and she pays him $50,000 in advance for the services.

At the party, she warns Mr. Krabs about the food service going out of control, and she later becomes angry when a food fight breaks out, before being hit with food and joining the fight.

At the end of the episode, she (and two other kids) are seen bouncing on SpongeBob, who has transformed into a bouncing house.

"Moving Bubble Bass"

When SpongeBob and Patrick are moving Bubble Bass' luggage to his grandmother's house, they encounter Ms. Mildred exiting the Jewelry Store, and she refuses to move out of their way. When they lose control of Bubble Bass' luggage, Ms. Mildred walks on a run-over Patrick, leaving her shoe in his mouth. She is soon run over twice by the luggage, and Patrick walks on her, leaving her shoe in her mouth.

Later, when SpongeBob and Patrick are hanging from the remains of the bridge, Ms. Mildred walks on the bridge's rope towards the two, which (along with three babies) weighs the rope down to the ground. She whacks Patrick on the head with her shoe and walks off the rope, flinging SpongeBob, Patrick, and the luggage into the air.


  • She received a minor redesign in "Moving Bubble Bass," with her feet being more realistic in shape.
  • Her name is never mentioned in "Krusty Katering".