Plankton tries to steal the formula, with Karen launching him into Mr. Krabs' brain but goes into SpongeBob's instead which Karen and Plankton didn't know SpongeBob was holding a cardboard of Mr. Krabs. Plankton goes into the optical system to see how to make Krabby Patties, but SpongeBob can't see and uses inedible things to make it. Plankton sees that as useless so he goes to the audio system. Before that SpongeBob thinks he forgot to make the Krabby Patty so he asks Mr. Krabs to tell him the secret recipe again. But by the time he gets in front of Mr. Krabs, Plankton is already using SpongeBob's eardrums. SpongeBob can't hear Mr. Krabs so Mr. Krabs repeats himself, yells, and then uses a megaphone. Plankton doesn't want to hear that so goes to command central: the brain. When he goes inside, he's basically in SpongeBob's pineapple but spagetti-ish and pinkish, so he goes into the library. He looks at SpongeBob's secrets and finds that the formula is in the heart. He slides the vertebrae down there and when he sucks information from SpongeBob's heart, he becomes yellow with lime spots (holes), grows two buck teeth and eight fingers and somehow, brown pants, black shoes, a red tie, and a white shirt are on him. And then he acts like SpongeBob when Karen calls out to him, asking Plankton if he got the secret recipe of the Krabby Patty to which Plankton responds that getting the formula is stealing and Karen somehow brings him home but not before bumping into Patrick. Once accidentally sucking up info from Patrick, he becomes pink, chubby, stubby armed, one-toothed, and wearing the swimming trunks Patrick wears, and forgets the formula. Once Plankton is back at the Chum Bucket, Karen asks him what the formula is and Plankton is acting like an idiot, and he forgot the formula.
( ‣ ) Associated production music
( • ) Original music
( ◦ ) SpongeBob music
‣ ? [title card] ‣Charivari Clowns - Daniel Janin [Plankton watching TV] ‣ ? ["Hey, I was watching that!"] • ? - Nicolas Carr [two people enter] ‣Background Blues - Otto Sieben [they're visiting the most disgusting places in town] •Steel Sting - Jeremy Wakefield [Plankton sighs] ‣Shadow Villain - Meyer Kupferman [Karen telling Plankton how to get the formula] ‣Danger HQ - Norman Dane ["Prepare for launch."] ‣Armed Attack - Jean Clero [Plankton launched toward Krusty Krab] ‣ ? [Plankton in SpongeBob's head] ‣ ? [SpongeBob making a Krabby Patty out of cleaning utensils] • ? - Michael Bolger, Nicolas Carr ["Order number 17?"] ‣ ? ["That's it! I'm trying something else."] ‣Tympup A - Sammy Burdson, John Charles Fiddy [SpongeBob screams] • ? - Nicolas Carr [SpongeBob screams] ‣Drama Link (g) - Hubert Clifford ["Help me, Mr. Krabs!"] ‣ ? [Plankton goes to SpongeBob's eardrum] • ? - Michael Bolger, Nicolas Carr ["Need a little refresher, eh?"] ‣International Intrigue - Joe Sherman [Plankton unplugs SpongeBob's eardrum] • ? - Michael Bolger, Nicolas Carr [SpongeBob can't hear Mr. Krabs] ‣Evil Mind 8 - Dick de Benedictis ["Here it comes!"] • ? - Michael Bolger, Nicolas Carr [Krabs using a megaphone] ‣Finger of Fear - Fredric Bayco [Plankton goes to SpongeBob's brain] •Vibe Sting - Nicolas Carr ["Why am I making idiotic comments?"] • ? - Nicolas Carr ["Superficial greetings?"] • ? - Sage Guyton, Jeremy Wakefield ["Personal opinions? Knock-knock jokes?"] ‣Drama Link (d) - Hubert Clifford [Plankton goes in deeper] ‣Moon Walk - John Fox [inside SpongeBob's brain] •Vibe Sting - Nicolas Carr ["Sounds that make Squidward upset?!"] ‣ ? [SpongeBob laughs] • ? - Jeremy Wakefield ["Patrick's favorite places to be scratched?!"] ‣Zelle 501 - Gerhard Trede [the secret recipe's located in the heart] ‣Striptease A - Peter Fallowell [Plankton's mouth watering] ‣Straight from Hell - Gregor F. Narholz ["All of the ingredients coming together in perfect harmony!"] ‣Drama Link (c) - Hubert Clifford ["Okay, that was weird."] ‣Frankenstein's Niece A - Gregor F. Narholz [Plankton transforming into SpongeBob] • ? - Sage Guyton, Jeremy Wakefield ["It's beautiful!"] ‣Tales from the Swamp (a) - Ron Goodwin [Plankton transforming into Patrick] •Twelfth Street Rag - Sage Guyton, Jeremy Wakefield [ending]
SpongeBob cannot hear if his eardrum isn't plugged in to a wire. However, when Plankton disattached his plunger to his eardrum, SpongeBob could hear again despite that his eardrum wasn't plugged in again.
When Patrick walks out of the Krusty Krab, after Karen takes Plankton, Patrick's animation freezes for one second.
Just as Plankton completed his transformation into SpongeBob, his eye lashes were missing for a split second.