|“||Wait, hang on. The squirrel's homeless,the frog's a star in Hollywood, and Quack Quack's a demi-god. AHHHHH! They all grew up too fast!||”|
Kaeloo, Stumpy and Quack Quack use a machine called the Growing Box to turn themselves into adults, but their adult selves don't remember each other and are very annoying. Mr. Cat must find a way to turn his friends back to normal.
Mr. Cat is reading the newspaper when Kaeloo walks up to him and greets him. He tells her to knock on the door before entering. She points out that there is no door, so one suddenly falls out of the sky. She knocks on it and Mr. Cat tells her to come in, but when she enters she finds out that he is missing. Mr. Cat, now sitting outside the door, tells the viewers that he'll never get tired of this.
Later, as Mr. Cat is sharpening his knives, Stumpy is playing video games and Quack Quack is eating yogurt, Kaeloo tells them that games are not the only things in life, and she brings in the Growing Box, a machine that puts the user in the body of an adult. Mr. Cat, after imagining a giant Quack Quack destroying him, questions the purpose of this. She explains that she wants to prepare them for the future, but Mr. Cat refuses to join in and leaves. Stumpy doesn’t want to play either, but Kaeloo drags him into the machine anyway. The machine levitates in the air as lightning strikes in the sky, and then it comes back down to the ground. Mr. Cat opens the machine and finds his friends missing. He seems shocked by this, but is actually overjoyed to have Smileyland all to himself.
Mr. Cat watches TV while eating snacks, believing that he has gotten rid of the others, when he hears Bad Kaeloo talking on the phone. It is revealed that when Kaeloo grows up, Bad Kaeloo will be the dominant form, and will be a Hollywood star. Mr. Cat goes up to talk to her, but she doesn't seem to recognize him, simply giving him an autographed picture of herself before walking away.
Mr. Cat then hears a voice behind him asking for money. It turns out to be Stumpy, who is now homeless. Mr. Cat asks if he remembers him, as the two are friends, but he apparently doesn't recognize him either.
Just then, a light shines from the sky. To Mr. Cat’s shock, Quack Quack is now a demi-god. Stumpy runs behind Quack Quack, asking for money. Mr. Cat realizes that the machine really worked, and his friends are now adults.
Mr. Cat, no longer happy, tries watching TV, but keeps getting annoyed his now grown-up friends, and decides to put an end to the insanity. He asks Stumpy whether he remembers his console, and Stumpy tells him that he had to sell all his Mr. Coolskin comic books to get enough money to get cured of his gaming addiction as well as several other problems. Mr. Cat holds up a Mr. Coolskin comic book, and offers to give it to Stumpy if he will help him.
The duo then go up to Quack Quack with two huge stacks of yogurt. They proceed to eat them in front of him (despite the horrible taste), which he ignores until they get down to the last container, at which point Quack Quack uses his new powers to impale Mr. Cat with several spoons. Mr. Cat is happy to have two of his friends back.
The three of them must work together to get Bad Kaeloo to turn into Kaeloo, so they form a plan: the transformation process must work in reverse now, so if they make her angry, she will transform from Bad Kaeloo into Kaeloo. Quack Quack agrees to make some sacrifices for this purpose.
Mr. Cat uses numerous weapons to torment Quack Quack in front of Bad Kaeloo, who turns a blind eye until she finally gets annoyed, turning into Kaeloo. Mr. Cat and Quack Quack do a special handshake to celebrate their victory. Stumpy attempts to imitate them and fails.
The scene switches to the Growing Box being burned. Kaeloo, Stumpy and Quack Quack, having returned to normal, decide that if growing up means forgetting their friendship with each other, it's not worth it. The trio then swear to never grow up. They then turn to Mr. Cat and thank him for turning them back to normal. They tell him that they have decided to sing a song of gratitude for him, much to his horror.
The three of them turn out to be horrible singers, and the episode ends as they sing loudly and off-key while Mr. Cat frantically searches for his bazooka.
- Mr. Cat
- Quack Quack
- This episode showed that in the future, Bad Kaeloo will take over Kaeloo and become a movie star, Stumpy will be homeless, and Quack Quack will be a demi-god, and nobody would remember each other except normal Kaeloo. However this timeline may have been altered due to the episode’s ending.
- In "Let's Play Goodbye, Mr. Cat!", Kaeloo says that only children are allowed in Smileyland, however in this episode, even after becoming adults, everybody managed to stay in Smileyland.