before Mermaid Man vs. SpongeBob
- SpongeBob SquarePants
- Squidward Tentacles
- Patrick Star (mentioned)
- Eugene H. Krabs
- Sheldon J. Plankton
- Karen Plankton
- Mrs. Puff (cameo)
- Larry the Lobster (cameo)
- Sandy Cheeks (cameo)
- Brad (cameo)
- Bikini Bottomites
- Clarinet Wizard
SpongeBob begins singing while cooking the patties. An annoyed Squidward tells him about real music and plays his clarinet, causing the customers to run out of the Krusty Krab. After being told to stop by Mr. Krabs, Squidward goes outside and throws a tantrum, complaining that no one appreciates music. Plankton, watching from the Chum Bucket, believes that Squidward may be the key to the formula.
Later, Plankton tries talking to Squidward, be he fails to. Then, he makes several attempts to trick Squidward, among these were pretending to be a girl scout and pretending to be one of Squidward's species, all resulting in Plankton getting the door literally slammed in his face. SpongeBob tells Plankton that he might gain Squidward's friendship if he compliments him on his music. Plankton later meets with Squidward and persuades him to play his clarinet. At first, Plankton is tormented by the awful clarinet music, but then wears earplugs to block the noise and pretends to like the music. Squidward marches across Bikini Bottom playing his clarinet, and Plankton follows along, while everyone else is tormented by the noise. Plankton also sings a song about Squidward`s clarinet music as Squidward plays bad notes on his clarinet.
This friendship, however, wouldn't last as Plankton tells Squidward about the secret formula. Squidward tells Plankton that, despite 20 years of working, he has never saw the making of a Krabby Patty. Squidward tells Plankton that his music is getting better and plays his clarinet, making windows and mirrors across Bikini Bottom shatter. Squidward then says that he is going to quit his job and become a full-time musician. Plankton gets so angry, that his earplugs come off, and he is once again tortured by the noise. Plankton steals the clarinet, causing Squidward and SpongeBob to chase after him. Plankton is shortly confronted by the police about a "bad music" crime, and is arrested from being the only one to hold the clarinet. As he is driven away, the police car runs over Squidward's clarinet. After SpongeBob retrieves the broken clarinet, Squidward once again "hates people".
- This is the second time Squidward is called an octopus. The first was "The Play's the Thing".
- Squidward worked the grill in episodes such as Pickles. However, he has never seen a patty being made, except in Just One Bite.
- "Clarinet Wizard", the song Squidward and Plankton were singing is a parody of "Pinball Wizard" by The Who.
- It is revealed that Squidward will quit his job at The Krusty Krab to become a musician, however, since Squidward's clarinet was broken, coupled with the fact that he is lousy at playing the clarinet, it is incredibly likely that he will go back to working at the Krusty Krab.
- And he did, as of the next episode.
- The TV Karen was watching had antennae similar to Plankton's.
- Plankton said he was wearing "Professional Sound-Proof Ear Drums" but then he was able to talk with Squidward while wearing it...
- This is the third time Plankton has been arrested; the other two being "The SpongeBob SquarePants Movie" and "Krabby Road".
- It is also the first time Plankton was arrested for someone else's crimes.
- This is the first episode that focuses on Squidward and Plankton together.
- This is also one of two episodes (Best Frenemies being the other) that do not feature SpongeBob as a main character in the central plot.
- This is the first time that Squidward and Plankton interacted and actually became friends. However, they stopped being friends when Plankton stole Squidward's clarinet.
- Patrick does not appear in this episode. However, he was mentioned (twice) by SpongeBob.
- The helicopter Sandy was in is similar to the helicopter in SpongeBob vs. The Big One and The Krabby Patty That Ate Bikini Bottom.
- It is shown that Plankton's ears are human ears, although previous episodes never showed this.
- For whatever reason, SpongeBob was watching Squidward slam the door multiple times in front of Plankton. Possibly from the loud multiple noises.
- The background of the title card is similar to that of "I Was a Teenage Gary" and the "Day Three" time card from "Band Geeks."
- When Squidward and Plankton first got to Goo Lagoon, Plankton was much larger than usual, but then back to normal height in the scene afterwards.
- When Plankton says "Got Rail?", it's like "Got Milk?"
- When the clarinet was run over, it resembles a bass clarinet.
- Part of the song Squidward and Plankton sing involve a reference to Uncle Sam.
- Squidward was ranting about there's being no culture in Bikini Bottom but for a few seconds, not a half hour as stated by Plankton. It is possible that the first 29 minutes were cut to save time.
- Squidward says he's never seen a Krabby Patty being made before, but in Employee of the Month, he is seen making a gigantic mountain of Krabby Patties, along with SpongeBob.
- This is the second time Plankton befriends a Krusty Krab employee; the first time was in F.U.N., in which he befriended Spongebob.
- Coincidentally, both friendships end in the episode they started in.
- When Plankton was being tortured by Squidward's music, he shouted, "Sweet mother of Aphrodite!" He was mentioning Aphrodite, the goddess of love and beauty, according to Greek mythology.
- When Plankton said "You don't know the formula of the sole item on your menu?!" he was saying that the only thing they had was a Krabby Patty, but in other episodes, the Krusty Krab has been shown to have other food items as well such as Kelp Fries.
- Plankton mentioned Squidward worked at the Krusty Krab for twenty years.
- Believe it or not, "Cookies" and "Lifeguard" are each spelled backwards in this episode.
- When Plankton pretends to be a Girl Scout, he asks Squidward if he would like to by some Gill Scout Cookies. The words "Gill Scout" is a pun on Girl Scout.
- Running Gags: Squidward pouring water and slamming the door on Plankton.
- This is the second time Plankton is called Sheldon. First was Plankton's Army.
- This is the 4th time Plankton's first name Sheldon was mentioned. 1st was Plankton's Army. 2nd was SpongeBob's Last Stand. 3rd was Shellback Shenanigans.
- In this episode, Squidward says he doesn't know the Secret Formula but he was able to correctly cook Krabby Patties in episodes like Bubble Buddy.