Shake and Meatwad compete to become ruler of a virtual utopia inhabited by creatures known as the Glorfinoids while Frylock looks for a way to bring them out of it.
- Animation Bump: Most of the scenes inside of Shaketopia have a more fluid animation style akin to the second movie.
- A Party, Also Known as an Orgy: In his personal bedroom, Shake holds a sex-orgy with his servants.
- "Blackmail" Is Such an Ugly Word: Crossed over with Distinction Without a Difference; The Glorfinoids are basically slaves, but Shake and Meatwad prefer to call them "unwilling servants."
- Bad Boss: While Shake claims to be a benevolent ruler of Shaketopia, it's clear that he has enslaved the Glorfinoids to make a better life for himself. When one of his servants points out that two squares with a rectangle, Shake responds by blasting her to death.
- Computer Virus: Frylock brings an end to the virtual utopia by giving the residents gifts that were infected with a computer virus to shut it down.
- Computer Viruses Are Computer Illnesses: The computer virus Frylock uses to end the virtual utopia causes the Glorfinoids to develop an illness before they explode into code.
- Egopolis: Shake's kingdom, the titular Shaketopia.
- Game Within a Game: Shake plays a game of Fantastic Sploosh to build solely rectangles. Meatwad later creates other shapes to impress the Glorfinoids.
- Laser-Guided Karma: Shake enslaves the Glorfinoids while Frylock is effectively forced to take care of his comatose body for two straight months. When Shake finally returns to reality, his neck atrophied to the point that his head collapses in with his spinal cord protruding out of his body.
- Laugh with Me!: When Meatwad asks Shake to rule the utopia, Shake laughs at him while making his servants laugh with him.
- Nothing but Skin and Bones: Having spent two months in virtual reality, Shake's body has degraded to the point his back breaks and exposes his spine when he stands up.
- Retraux: The characters, upon entering the virtual utopia, resemble overly polished 2D computer games. However, Meatwad and Frylock are noticeably more retro styled due to using lower-grade consoles; Meatwad is angular, which brings to mind low-poly video games from the early 2000s, while Frylock is drawn in 8-bits.
- Rain of Arrows: In their duel, Meatwad unleashes a rain of blade-covered wieners.
- Shout-Out:
- Shake pulls out Cloud's sword when he challenges Meatwad.
- Meatwad transforms into Wesley Snipes to mimic his character from Blade.
- Too Important to Walk: Shake leads Meatwad to the sewage flats while being carried by his servants.
