[The episode begins during nighttime at Bikini Bottom.]

French Narrator: Halloween is no different under the waves. Pirates, skeletons, and sea monsters. [laughs evilly] Oop, sorry. Everyone having fun. Well, almost everyone. [SpongeBob is washing the dishes in the Krusty Krab kitchen. The door creaks open, and SpongeBob jumps in surprise]

SpongeBob: Huh? Who's there? [door creaks open some more as SpongeBob goes back to washing some dishes. Turns around and three pieces of paper spelling out "boo" turn on the ordering turntable. SpongeBob speeds up the cleaning of the dishes until he finishes] Okay, Mr. Krabs, the dishes are done, I'm leaving! [tries running out, but Mr. Krabs stops him in his tracks]

Mr. Krabs: Hold on. Don't you want to hear my annual scary story?

SpongeBob: No thank you, Mr. Krabs. Uhh, does it have monsters in it?

Mr. Krabs: Aye, the worst monster of them all.

SpongeBob: Uhh... no. [opens the door then turns around] Is it a true story?

Mr. Krabs: True as the deep blue.

SpongeBob: Okay, maybe just a little.

Mr. Krabs: Have a seat, me boy. [He runs while saying "hot, hot, hot, hot, hot, hot, hot" when carrying the campfire before sitting on a log. Mr. Krabs puts a campfire in the middle of them] Every year on Halloween night, the Flying Dutchman descends on Bikini Bottom, in a pirate ship, just like this. [holds up a Krabby Patty] Only bigger!

SpongeBob: Excuse me, did his ship look like a Krabby Patty?

Mr. Krabs: Like I was saying, the Flying Dutchman swoops down and starts stealing people's souls. [holds up a pickle] [A ghost is screaming in the background.]

SpongeBob: Do souls look like pickles?

Mr. Krabs: Aye, as a matter of fact, they do. And he puts them where you can never get them... [The ghost continues to scream.] in his soul bag. [drops the pickle into a bag that has the words "Krusty Krab" crossed out and the word "souls" written above it. Mr. Krabs laughs evilly as Squidward appears behind SpongeBob in a pirate suit]

Squidward: I've come for your pickle.

[SpongeBob jumps up screaming. Afterwards, Squidward takes off his hat and fake beard.]

Mr. Krabs: Ha, ScaredyPants gets easier to scare every year!

[Mr. Krabs and Squidward laugh as SpongeBob, in a barrel, sees the pirate was Squidward.]

SpongeBob: Humph, Squidward!

Mr. Krabs: Nothing like a good ghost story, eh, me boy? Hope you're not too scared to come to me party tonight, SpongeBob ScaredyPants! [laughs while walking out]

Squidward: [walks up behind SpongeBob] Steal your soul. [SpongeBob jumps out of the Krusty Krab screaming and beings to walk home. As he is walking home, he sees a jack-o-lantern and then he walks up to a kid in a cowboy costume]

Kid: Twick-ow-tweat! [SpongeBob screams and runs away. The kid’s parents walk up next to their son]

Mother: It's okay, son. That's just SpongeBob ScaredyPants. [SpongeBob is walking home until Mrs. Puff drives up and honks the horn, sending SpongeBob screaming and jumping to hold onto the street light]

Mrs. Puff: Happy Halloween, ScaredyPants. [drives off laughing]

SpongeBob: The name's SquarePants. It's SquarePants!

[Bubble transitions to SpongeBob's house. SpongeBob and Gary are inside a pumpkin. SpongeBob is carving out a pumpkin from the inside.]

SpongeBob: I don't get it, Gary. Every Halloween, no matter how hard I try, everybody scares me.

Gary: Meow.

SpongeBob: Well, I'm sick of it. [SpongeBob comes out of the carved mouth of the pumpkin] No more ScaredyPants! [notices his pumpkin and screams while running into his closet]

Patrick: [knocks at the door of SpongeBob's home] SpongeBob!

SpongeBob: Gary, it's Patrick! I'm going to scare him! It's my turn. [opens the door and tries to scare Patrick] Rawr! [Patrick has some funny glasses on]

Patrick: Hiya, SpongeBob! [SpongeBob screams. Patrick takes his glasses off] Sorry, I didn't mean to scare you.

SpongeBob: [on ceiling] Why can't I be frightening for once? [drops to the floor] Where's my chance?

Patrick: Well, if you want to be scary, you got to need a good costume. [he and SpongeBob walk inside]

[Bubble transitions to SpongeBob walking out of his closet with a big, white sheet on]

SpongeBob: What do you think?

Patrick: Great! You're going as my trick-or-treat bag!

SpongeBob: No, no! I'm the ghost of the Flying Dutchman!

Patrick: Eh, something's missing. I know! [Patrick runs inside SpongeBob's closet. A tree falls down but then gets sawed down by Patrick. Patrick comes out with a pair of clogs] Step into these babies, Hans. [SpongeBob steps into the clogs] Terrifying.

SpongeBob: I don't know, Patrick.

[Doorbell rings]

Patrick: Come on, SpongeBob. It's little kids! Little kids are easy to scare!

[Door opens]

Kids: Trick-or-treat!

SpongeBob: [jumps out and tries to scare the kids like he did Patrick] Rawr-rawr!

[The kids laugh.]

Kid #1: Look, it's the haunted mattress! [The kids laugh again.]

SpongeBob: Okay, okay, here's your candy.

Kid #1: No, please, that was enough of a treat, thank you.

[The kids walk away laughing]

SpongeBob: I don't get it, Patrick.

Patrick: SpongeBob, look at my new paper ghost! [Patrick holds scissors in his right hand a has a puppet on his left hand] Oooh, scary.

SpongeBob: That is it, Patrick!

Patrick: What's it?

SpongeBob: What's the difference between that ghost and me?

[Patrick concentrates]

Patrick: No, no, no wait. Don't tell me. [concentrates more] D-don't tell me. Don't tell me! Don't tell me! I can do this! I can do this! Don't tell me! Don't tell me! Don't tell me! [pants] Okay, tell me.

SpongeBob: I've got a square head... [points both hands to his head and grabs the puppet ghost] ...and a real ghost has a round one. [follows his index finger around the perimeters of the puppet ghost's head] All we have to do is make my head round and boo! I'm scary! [Bubble transitions to SpongeBob sitting on a chair in his bathroom. Patrick has goggles on]

Patrick: Okay, are you ready?

SpongeBob: [shows paper ghost] Remember, like this.

[Patrick razors off SpongeBob's sides]

Patrick: Are you sure you want to do this?

SpongeBob: Shave me down, make me round!

[Patrick razors off more and uses one piece to wipe off his sweat from his forehead]

Patrick: All right, let's get to it. [razors off more part. Later, SpongeBob is a round ghost]

SpongeBob: What do you think?

Patrick: Perfect. [shakes SpongeBob's hand] Now that's scary! [Patrick puts on his funny glasses] Let's go scare somebody. [Scene cuts to SpongeBob running down a street trying to scare people]

SpongeBob: Oooh... I'm the Flying Dutchman!

Patrick: Oooh... I don't know who I am! [SpongeBob pretends to fly and rings the doorbell of one of the homes. The man inside opens the door.]

SpongeBob: Rawr! Rawr! I'm the Flying Dutchman!

Patrick: Oooh, I'm the Flying Dutchman's best friend! [both run off laughing]

Man: Hey, don't you kids want your candy? [both jump behind some coral in the shape of a skeleton head]

Patrick: Oh, boy, that was something. Your costume really packs a punch.

SpongeBob: Do you think?

Patrick: Oh, no question! You scared the barnacles off that guy!

SpongeBob: Who should we scare next?

Patrick: There's a whole party just full of people down at the Krusty Krab and the Flying Dutchman is going to show up uninvited. [kids laughing] Oh! Here comes someone now! [SpongeBob jumps out to scare the kids from earlier]

SpongeBob: Rawr! Woooh, I'm the Flying Dutchman! [SpongeBob & Patrick run off laughing again]

Kid #2: Wasn't that the Haunted Mattress?

Kid #3: I guess he's been demoted to a haunted sleeping bag! [The kids laugh.]

[Scene cuts to the Krusty Krab, where there is a Halloween feast going on. Mr. Krabs is bobbing for apples with his daughter Pearl, who is dressed up as Frankenstein's bride. Mr. Krabs successfully bobs an apple, but accidentally swallows it. Mr. Krabs chokes on an apple]

Pearl: Oh, dad, you're embarrassing me again! [cries and runs off. Krabs spits out the apple which shoots past Squidward (dressing up as a pirate) and Sandy (whose hair and head are in the shape of a goldfish), breaking a window off-screen in the process]

Sandy: Howdy, Squidward, I mean, Flying Dutchman. Great party, huh?

Squidward: What are you supposed to be?

Sandy: Why, I'm a pet goldfish in a bowl!

Squidward: I don't get it. [Sandy and Squidward drink the fruit punch. Meanwhile, SpongeBob and Patrick are on the roof of the Krusty Krab. SpongeBob is tied up with some rope which Patrick will lower him in with. SpongeBob opens a door on the roof to peek through to look at the party]

Patrick: Are you ready, SpongeBob? [thumbs up from SpongeBob]

SpongeBob: Okay, Patrick, kill the lights!

[Lights go off. As soon as this happens, everybody begins panicking and running around screaming. SpongeBob is lowered in appearing with a scary look. Patrick begins talking through a megaphone to scare everyone. Mr. Krabs even hides in the apple barrel]

Patrick: Wa-ha-ha-ha-ha-ha-ha! I am the Flying Dutchman! Booga-booga-booga-booga-booga-booga! Give me your souls! [a jellyfish comes up behind Patrick and zaps him in the butt.] Huh? [Patrick stands up there for a few seconds. He screams and starts running around in circles while SpongeBob is tumbling.] Ow! Ow!

SpongeBob: Whoa! [flails around in and around. Patrick rubs his rear on the Krusty Krab chimney trying to shake off the jellyfish sting. As Patrick continues to run around, SpongeBob dangles upside down, revealing his pants.]

Kid #3: [notices SpongeBob's pants] Hey, that's no Dutchman, that's SpongeBob!

Sandy: SpongeBob?

Squidward: SpongeBob. [everyone laughs]

SpongeBob: [still dangling] Help! Help!

Patrick: [using megaphone] I am not SpongeBob. Those are my street clothes!

Crowd: [All laughing, one of them says "Flying Dutchman! Flying Dope-man!"]

[Lightning strikes. The entrance of the Krusty Krab suddenly opens a bright light.]

Flying Dutchman: Enough!

[Everyone gasps as glowing green smoke comes into the Krusty Krab. A glowing green figure appears, it turns out to be the Flying Dutchman. He does an evil laugh, making everyone scream in terror.]

Mr. Krabs: It's the real Flying Dutchman! [he faints]

Flying Dutchman: You bet your lily-white livers, I'm the Flying Dutchman. And I'll let you in on a little secret. I'm going to steal your soul. [everyone screams] Quiet! [breathes out flames to burn them] You had it coming, you little crybabies. Every year, people dressing like me. [Squidward takes his costume off and whistles nonchalantly] Turning the Flying Dutchman name in a laughingstock. But that's not the reason I'm taking your souls. [pointing at SpongeBob, who is hanging upside down] No, this is the straw that broke the camel's back. Out of all the Dutchman costumes I've seen, yours is the most insulting.

SpongeBob: Do you mean I'm not scary?

Flying Dutchman: You? Scary?! [cackles, then cuts the rope holding SpongeBob, and he falls to the floor] Let me tell you about scary, kid. There's all kinds of scary things in the world. Spiders are scary, uhh, I'm scary. You... you're not scary. Okay, let's get this over with. [flies back to the partygoers to steal their souls and evilly laughs in their faces again which makes everyone scream in terror again, one fish even shaking his head begging for mercy]

Sandy: SpongeBob!

Flying Dutchman: First, I gotta get rid of this stupid costume. [removes SpongeBob's ghost costume...then stares at SpongeBob in horror. The Flying Dutchman flies out of the Krusty Krab screaming. SpongeBob is now shown as skinless with just a brain, eyes, and a mouth with the lower half of his body]

SpongeBob: Hey, what do you know? I scared him! [laughs]

[Everyone else, except Patrick and himself, runs out screaming]

SpongeBob: It worked, Patrick. I scared everybody!

Patrick: Yeah, I guess it was your pink hat.

SpongeBob: Pink hat? Oh, that's not a hat. That's my brain. [pats his brain]

Patrick: Ohh... [he runs away screaming, and the screen fades to black.]

SpongeBob: [off-screen] Don't worry, it grows back! [The episode ends.]