Sandy and Spongebob line up at the Salty Spitoon, the toughest club in Bikini Bottom. Sandy gets in, but Spongebob gets kicked out since the club is too tough for him. Spongebob must find a way to sneak into the club. Squidward's old school rival, Squilliam, returns to Bikini Bottom to brag to Squidward. Squidward tells Squilliam that he owns a five star restaurant to get him to stop. Squidward must get Spongebob to turn the Krusty Krab into a fancy restaurant before Squilliam arrives.