A goof-off in gym class costs George and Harold when an angry Mr. Meaner finds out that their latest comic book insults him, and an accident involving his butt and Melvin's new machine turns him into their newest villain.
- George Beard
- Harold Hutchins
- Mr. Krupp
- Melvin Sneedly
- Erica Wang
- Jessica Gordon
- Kenny B. Meaner
- Mr. Rected
- Gooch Yamaguchi
- Edith Anthrope
- Dressy Killman (flashback)
- Captain Underpants
- Sophie One
- Other Sophie
- This is the only episode to feature a Flip-O-Rama segment; the other episodes have "Incredibly Graphic Violence Chapters" than contain spin-offs of Flip-O-Rama, like Paint-O-Rama, as seen in The Squishy Predicament of Stanley Peet's Stinky Pits.
- This episode debuts Harold, George, Erica, Jessica, Captain Underpants, Mr. Krupp, Mr. Meaner, Sophie One, Other Sophie, and Melvin.
- Mr. Krupp mistakes "you're innocent until proven guilty" with "you're guilty until proven innocent" at the beginning of Chapter 3, when George and Harold are in his office.
- George says Harold's elephant sick joke doesn't make sense. However, Harold most likely used elephant for the word faint.
- Before the intro, the words 'off' are the only red letters on the sign, but 'p' and 'e' can be found on the ground, with no other 'f' in sight.
- The fifth chapter, "Things Fall Afart", was renamed by the F being replaced by a P.
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