Russell lets Blythe know he's going to stay at the Littlest Pet Shop overnight the following day, as his owners are out of town. Upon hearing this, Blythe decides to accompany him over the night as well. Their conversation gets interrupted, however, when Blythe slips and falls due to a puddle of water on the ground. The two of them also notice an open can of fish food. They deem it strange but pass it off as no big deal.
When Sunil and Vinnie see Russell packing his pet bed, they ask him what he's doing. Russell excitedly gushes about what his sleepover with Blythe is going to be like, causing the two of them to want to come too.
The next day, Blythe and Mrs. Twombly find another open can of fish food, this time with a chewed-up fish toy. Mrs. Twombly jokes that there's a ghost in the shop, which Russell overhears and takes seriously. Blythe reassures Russell that they were just joking, though Mrs. Twombly refers to seaweed as "ectogoop" in the PA message to Blythe, scaring Russell again.
In the day camp, Vinnie tells Sunil how they should break into the Littlest Pet Shop at night to crash the party, though Sunil has his doubts—and repeatedly demonstrates gaping holes in Vinnie's plans, which he ignores. Nevertheless, Sunil chooses to accompany Vinnie anyway.
When Blythe returns to the day camp to begin the sleepover, she sees Russell researching ghosts online. He concludes ghosts aren't real but gets worked up over supposed sightings of the Poltergeist, a cryptid resembing a magenta cephalopod that targets hedgehogs. To help Russell with his worries, Blythe has prepared glow-in-the-dark necklaces for herself and Russell. She also brings a board game about princesses, which Russell is not interested in until he sees the gigantic rulebook. Dissatisfied with the materials, Russell decides to make his own game with it.
Meanwhile, Sunil sneaks out of his owner's apartment room, as has Vinnie. They go into the alley behind the Littlest Pet Shop building and tie themselves to a large metal pipe, then climb up a telephone pole. As Vinnie and Sunil reach the top and leap down towards an unlocked window below, the pipe flies up and jams itself in the telephone's transformer, blowing it out and cutting out the electricity to the entire metropolitan area. Russell panics from the sudden darkness until the emergency lights turn on, and Blythe heads to the back of the store to check the fuses, leaving Russell all by himself. With no one to console him, Russell hallucinates the Poltergeist chasing him around the building, then passes out.
Blythe notices the fuses are still fine, so she resets the circuitbreakers, to no avail, concluding that a power outage has happened. She returns to find Russell, and he tells her that he heard a squishy noise. Blythe heads off immediately to go look for the source, leaving Russell alone again. Blythe finds a trail of puddles at the storefront and follows it.
Undeterred by the power outage, Sunil and Vinnie continue to find ways to get in through the window, which they have since opened the top of. After several ideas from Vinnie and Sunil, all ending in Vinnie smacking into a wall or falling into a tree, Vinnie finds a ventilation shaft on the side of the building and climb in. By now, the maintenance crew has arrived at the telephone pole and are in the midst of repairing the transformer.
Blythe hears a crash and Russell's scream and goes over to see what's going on, leaving the room just in time for Vinnie and Sunil to come crashing down into the Littlest Pet Shop's storefront. Trying not to cause too much noise, they bump into a bunch of stacked cans of pet food, causing a ruckus. As they emerge from the pile, tentacles come down from above without them noticing and snatches them away. Russell hears their screaming, recognizes them, and hurries over to see a silhouette strongly resembling the Poltergeist carrying Vinnie and Sunil. He throws his glow-in-the-dark necklace at the figure, who reveals himself to be a small octopus who was being sent to an aquarium. A recklessly-driving Roger almost had a head-on collision with the truck, causing the driver to swerve and the octopus to spill out the back. The octopus wandered the streets for a short while and got washed into the sewers, where he climbed up a pipe and emerged in one of the wash tubs at the Littlest Pet Shop. He had since stayed in the shop, consuming the fish food and coming out only at night when no one is around. Introducing himself as Ollie, Blythe lets him join the sleepover with Russell and will call the aquarium in the morning to let them know where he is. Blythe has also spotted Vinnie and Sunil and lets them join too, starting with a game of Princess Supreme using Russell's rules, but not before getting them washed up from the grime in the ventilation shafts.
This episode contains examples of (YMMV entries go here):
- Absentee Actor: There is no Pepper, Minka, Penny, or Zoe, and as a result, no Tabitha St. Germain, Kira Tozer, Jocelyne Loewen, or Nicole Oliver. In addition, the Biskit Twins and Roger appear but never speak, meaning Shannon Chan-Kent and Michael Kopsa have no lines in this episode either. As of this episode, this leaves Blythe and Russell (voiced by Ashleigh Ball and Sam Vincent, respectively) as the only characters to have a speaking role in every episode.
- Big Blackout: From Vinnie's actions trying to break into the Littlest Pet Shop.
- Bottle Episode: At least from a character standpoint—only six characters have significant screentime in this episode: Blythe, Russell, Sunil, Vinnie, Mrs. Twombly, and Ollie.
- Call-Back: Vinnie says the alley is his true element. He has been shown separated from all of the other characters hanging out in an alley in "So You Skink You Can Dance" and, in the very same alley as this scene, in "What Did You Say?"
- Roger's eccentric driving style could previously be seen in "Blythe's Big Adventure Part 1." While the plot is understandable without knowing who Roger is, one gets more out of that scene if one is familiar with Roger as a character.
- Conspicuous CG: The vehicles, as usual. Particularly visible when the truck swerves.
- Continuity Nod: The box Blythe opens in the Cold Open contains a red Palette Swap of the octopus toys seen in "Gailbreak!"
- Russell has the same kind of computer as Blythe, as previously seen in "Summertime Blues" and "Missing Blythe."
- Also from "Gailbreak!," this is the second time in the series that someone has planned a break-in, only for it to not go anything like intended and causing a gigantic mess.
- The old couple on the left in the restaurant could previously be seen attending the Biskit Mansion's party in "Door-Jammed."
- Russell, once again, lodges himself on the ceiling. Also referencing "DUMB DUMBWAITER," we see another pyramid of cans collapse.
- Ollie seems to have caught the attention of the same German shepherd as seen in "What Did You Say?" From the same episode, we also have Vinnie in a tiara.
- Cthulhumanoid: The Poltergeist.
- Doorstopper: The board game's rulebook.
- Drives Like Crazy: Roger.
- Everything Makes a Mushroom: A destroyed transformer apparently creates a mushroom cloud twice the height of the nearby buildings.
- Failed a Spot Check: The Biskit Twins are too engrossed in texting each other to have noticed the lights have gone out around them.
- Fastball Special: Sunil chucks Vinnie into the window but misses.
- Forgot About His Powers: Vinnie and Sunil spend most of the episode trying to reach an open window. Vinnie, being a gecko, can climb up walls, but never thinks of doing this at any point.
- Girls' Night Out Episode: Inverted. None of the female pets even appear in this episode.
- Imagine Spot: Russell's idea of what a slumber party must be like—the first Imagine Spot of this season, despite it being a nearly Once per Episode affair previously. Perhaps to compensate, Russell gets another one in Act 2, this time with his paranoia running wild.
- Lame Pun Reaction: Russell notes water and fish food on the floor being "fishy." Blythe is not amused.
- Mirror Scare: Sort of. Russell gets so worked up over the power going out that when he manages to see himself in the mirror, he gets frightened by his own reflection.
- Missing Steps Plan: Vinnie's plan involves where to go to get into the Littlest Pet Shop at night once they've infiltrated the building's upper floors, Sunil pointing out that Vinnie overlooked how they'd get in the building in the first place.
- Rule of Cool: Why Vinnie puts on sunglasses at night.
- Scooby-Dooby Doors: The chase between the Poltergeist and Russell.
- Scary Shadow Fakeout: It's not the Poltergeist—it's just little Ollie and a big pile of cans of fish flakes.
- Screams Like a Little Girl: Apparently how Russell screams, which, of course, happens often in this episode, and still done by Samuel Vincent.
- Vinnie's sunglasses may be a reference to Corey Hart's song "Sunglasses at Night."
- The Poltergeist's chasing Russell around plays out similarly to chase scenes in the Scooby-Doo cartoons, particularly those involving Shaggy, from the rows of doors everyone keeps coming in and out of culminating in something impossible to hiding in a suit of armor only for the monster to hide in an adjacent one to sliding down handrails on a flight of stairs to pretending to be part of a painting—in this case, a variation of The Creation of Adam, making it a Shout Out within a Shout Out.
- The prom game is similar to Pretty Pretty Princess.
- The name of the episode is also one to the Veruca Salt album of the same name.
- Small Role, Big Impact: Roger is responsible for setting in motion the Cold Open, most of Act 2, and all of Act 3 despite him having 4 seconds of screentime and doing exactly one thing.
- Squee!: Russell lets one out when he finds out Blythe will stay the night.
- Super OCD: Russell uses a ruler to make sure his hedgehog-shaped pet bed is perfectly spherical when rolled up. He also uses a template to make sure all of the X's on his calendar are identical (though slight misalignment seems okay).
- Super-Persistent Predator: The Poltergeist seems to expend an awful lot of energy trying to get Russell. Justified, however, as this is Russell's imagination at work.
- Suspiciously Specific Denial: Vinnie tells Blythe that a lizard and a mongoose were not responsible for the outage.
- Trailers Always Spoil: The commercial announcing the then-upcoming second season of this show had a brief shot of Ollie, making it obvious what's going on through the entire episode.
- Unusually Uninteresting Sight: No one seems to have noticed the mushroom cloud going off in the middle of Downtown City.