Gumball and Penny are acting out the final scene of their school play, Beauty and the Beast, Gumball as the Beast and Penny as Beauty. At the final resolution, Penny announces they should kiss, Gumball fills with shock unsure of what she was doing because there was never any kiss in the script or in rehearsals, because she is improvising one. But the play is fast drawing to a close, so he attempts to kiss her but does so too quickly and inadvertently head-butts her.
In the dressing room, Gumball is upset over having fumbled on his kiss, and it turns out his headbutting has caused Penny's shell to crack on her eye. She is worried, so Darwin tries to cover her crack up, without success. Reluctantly they all decide to face Mr. Fitzgerald, who is dismayed upon discovering the crack on his daughter's face. Gumball argues that whatever is underneath her shell is nothing to be ashamed of, but Mr. Fitzgerald prohibits him and her from seeing each other again.
At home, Gumball is too distraught to eat dinner or even discuss his problem with his family. He goes to his bedroom alone to cry, and soon Penny shows up at his window. She announces that her father is considering moving her to another school. Shocked, Gumball protests and encourages Penny to be herself. She takes his advice to heart, and sheds her shell, revealing her true form. Gumball is too stunned to finish his sentence to tell her how she looks quickly enough, leading Penny to misinterpret his response as negative. Thinking she must look ugly, Penny shape-shifts into an ugly creature. He tries to explain, but she shape-shifts through her emotions thinking she must be a monster and flees his bedroom, before he can declare that she looks "extraordinary."
Gumball goes after Penny, trying to tell her what he really thinks of her, but Penny keeps evading him. Soon, Penny encounters Tobias' parents in their car. After Harold flees, Jackie calls the pest control. Penny continues fleeing from Gumball. On another road, Penny encounters her father in the car (who is surprised and distraught to see her out of her shell). Gumball then goes to Penny and protects her from her father's remarks (that are unintentionally offensive to Penny especially when he remarks that she's become a monster). After Penny shape-shifts to a dragon and flies away, Gumball finally stands up to Mr. Fitzgerald for speaking without thinking. After that, he tells him to "pop the hood" of his car (on which Gumball is standing) and Gumball is sent flying to Penny.
He clings onto Penny's leg and struggles to cling on. By this point, he has gathered that Penny only shape-shifts based on her emotions, Penny says that he might get hurt and that he is too heavy for her to keep flight upwards. Then Gumball lets go and smashes into The Bananas' house and Penny lands on the roof of the house. After finding his way through the house, Gumball jumps out of another window and grabs on to Penny's leg. Penny starts flying again, and they fly through a road filled with cars. To stop Penny from hitting a truck, Gumball says that "She is nothing!" to make her shrink to a much smaller form, to which she does. Gumball catches her, and barely avoids the cars on the road, but she did not know that he only said that to make her shrink and avoid hitting the truck. She then shapeshifts to another ugly form and continues to the forest.
Pest control arrives, and the Pest Controller takes a tranquilizer gun. Just as he is about to shoot Penny, Mr. Fitzgerald rams into his van, making the Pest Controller miss his shot and encourages Gumball to go after Penny. The Pest Controller loads another dart into his gun and fires a second time, but this time he hits Nicole by accident. The rest of the Wattersons (aside from Gumball) arrive with her.
Gumball goes to find Penny in the forest, and he finds her in a wolf form. Penny says to Gumball that she knows he was just trying to protect her, she also grieves her appearance and asks Gumball if he could really love her. Gumball assures her that her looks do not define who she is but rather just how she feels. Then Gumball finally admits his true feelings for her by kissing her. This makes Penny feel beautiful and joyful again and so she reverts back to her default form as a fairy.
The two then embrace their mutual love and they gaze at each other affectionately. Gumball's family and Mr. Fitzgerald gather round to watch them happily, Richard announcing as he realizes that the way they have come to be as a couple is exactly the same as how the characters they played in the school play did, to which Anais comments on how everyone had already figured that out.
This episode reveals what Penny looks like without her shell. It also marks the last time she is seen with her shell with the exception "The Countdown," "The Mirror," and "The One," and the first time she appears without it.
This was the first episode of Season 3 to be revealed.
Forty-six characters appear in this episode, making it the third episode with the most appearances so far. This episode is beaten by "The World," in which eighty-three characters appear, as well as "The Butterfly" and "The Spoiler" which are tied with sixty-five character appearances.
This episode won a BAFTA for best animation in children's animation category.
This episode also won two British Animation Awards for the categories Best Children's Series and Children's Choice.
References are made to some of Hayao Miyazaki's films, such as when Penny morphs into a dragon (similar in form to Haku when he is in his dragon form in Spirited Away), and a wolf, a la Princess Mononoke.
Gumball kissing Penny who is in another form (specifically her wolf form) could be somewhat similar to Howl's Moving Castle, when Sophie kisses Howl (who is also in another form, specifically his bird form).
Gumball's response to Penny that he is sweating through his eyes is a reference to the Phineas and Ferb episode "Voyage to the Bottom of the Buford", where Buford responds that is sweating through his eyes when anyone asks him if he is crying.
Additionally, the song that plays when Gumball and Penny kiss is similar to the song "Tale as Old as Time" from the 1991 film.
The logo on the Pest Controller's van resembles the Ghostbusters logo, and the van resembles the Cockroach Man's van in Men in Black 1 and Mouse Hunt. It also references that the driver is actually a giant cockroach taking the form of a human in the same movie.
After the Pest Controller accidentally shoots Nicole, Anais and Darwin help her by "beating" him up with her arms. But when they were with Gumball and Penny, the Pest Controller is not seen. It is unknown of what happened to him during that event.
When Darwin says "pass me the paint roller," his eyelashes are gone.
During the play, when the spotlight cuts to Darwin, Gumball disappears. But when the spotlight cuts to Penny, Gumball reappears.
When Darwin was explaining to Nicole what was wrong with Gumball, her food and bowl change colors.
When the camera moves towards Darwin in the scene where the family was sharing each other's food, Nicole, her food, & her bowl leave the screen too early.
After Penny tells Gumball that her father was moving her to a new school, Gumball's eyes turn back to white.
When Richard says "No! All of that could've easily been avoided if he just finished his sentence!" there is another picture of the Wattersons (like the one downstairs), but the upstairs one is backwards and some portion of it is transparent.
When the Wattersons are eating, notice how Anais eats food from nobody as Richard waits Gumball to feed him.
When everyone watches Gumball and Penny drift after kissing, Nicole's and Richard's eyelashes are missing.
When Patrick crashes his car into the Pest Controller's truck, it shows the truck and Patrick's car on one highway lane, the other highway lane blocked by a guard rail. When Nicole stops her car to stop the Pest Controller preparing to shoot at Penny, the Watterson's car is on the other lane which is blocked by the guard rail, and Nicole is on the same side as the Pest Controller's truck and Patrick's car. In the Pest Controller's scope, Nicole had no struggle of going over the rail like it wasn't there.
[The episode starts off with a school play of Beauty and the Beast. Gumball, as the beast, is acting as though he is dying.]
Gumball: [Gagging] Oh, my heart! Oh, it is broken! Argh! I'm going! [Strains] I'm going! Argh! Ooh! This is the end of me! [Groans] Argh! My heart! [Starts gurgling and babbling until he abruptly stops]
[The audience sighs in relief. Gumball starts gurgling again, much to their annoyance.]
[Gumball continues gagging.]
Richard: [Whimpering] Is the beast gonna be all right? He just wanted to be loved!
[Gumball still continues gurgling, then stop with a death rattle. The light switches to Darwin]
Darwin: Uhhhh.... [Mr. Small's hand helps Darwin talk] When Belle came to see the Beast, she realized that she had loved him all along and cried for her lost love.
[The light switches back to Gumball and Penny, who is crying. Suddenly, Gumball stands up, looking like a prince.]
Gumball: Thanks to your tears, Belle, the curse has been lifted!
Richard: They called him a beast because he looks like a beast, but her love made him beautiful!
Penny: Yeah. Now that the fairy's curse has been lifted, we can finally seal our love, [whispers] with a kiss!
[Gumball's face lights up and the stage disappears and Penny and Gumball are floating in space once again, like they always do when they are about to kiss, as Penny readies her lips for kissing.]
Gumball: Is this really happening?! 'Cause there was no kiss in rehearsals.
Penny: I kinda improvised.
Gumball: [takes deep breath] Then how come we're not exploding?! We're in space! And why are we always in space when we're gonna kiss? Also--
Penny: Come on. Hurry up. Everyone's looking. Three, two, one...
[Gumball inhales deeply and accidentally headbutts Penny. The curtain subsequently closes]
[Cut to the dressing room. Gumball is sobbing]
Darwin: Come on. I'm sure it wasn't that bad.
Gumball: Not that bad?! If I did that in a cage fight, I'd be disqualified! [sobs on the floor again] This can't be happening!
Penny: Hey, guys. Don't panic. We don't know how bad it is yet. Come on. Tell me how it looks.
[Penny reveals her eye to Gumball and Darwin. They both inhale sharply]
Gumball: Uhh...it's a nice scar. Gives you character, like a.. beautiful warlord or an adorable Frankenstein, or something.
Penny: Wait, I've got a scar?!
Darwin: No, don't worry. It's not a scar, it's more of a crack!
Penny: What?! How bad is it?!
Gumball: [speaking sweetly] Oh, no, it's cute! It's like there was a teeny-weeny really pretty earthquake in your face.
[Penny looks at herself in the mirror and sees a crack in her eye. Something sparks up in her eye.]
Gumball: What was that?
Gumball: Ohh, what have I done?!
[Gumball takes Penny's hand and slaps his face with it repeatedly]
Penny: [Sighs] What are you doing?
Darwin: Hurting your head made his heart hurt, so he's hurting his head with your hand to heal his heart.
[Gumball spins Penny, making her foot kick Gumball, then Gumball takes Penny's foot and makes her kick him repeatedly]
Penny: [Sighs] Look, if you really want to do something, just help me fix this.
Darwin: Hmm. Well, maybe if we put the accent on your good eye and integrate the area of discontent into the piece as a whole, no one will notice. Okay, pass me the rouge. Okay, pass me the mascara. Forget it, pass me the paint roller.
[Penny is seen with a crudely drawn eye and mouth on the right side of her face.]
Penny: Guys. This isn't going to work. [softly] I'm going to have to tell my dad.
Gumball: Hey, so, um, you know when you were looking at your eye and there was that.. mm.. what was that?
Penny: [Dismissively] Don't know what you mean.
Gumball: You know, there was that.. [Babbling]
Penny: I have no idea what you're talking about.
Gumball: You know. The.. [Babbles]
Penny: I really don't know--
Darwin: [Shouting]WHAT'S IN THE SHELL, WOMAN?!
Penny: [Sighs] OK. It's the... It's the real me.
Gumball: Get outta here! Can I see?
Penny: No. No one can see. My dad would go nuts.
Gumball: Don't worry, young lady. [Laughing] I am the nutcracker! [Laughs] Oh, that's funny. 'Cause I cracked your shell, and... uh... [Laughs nervously and then sighs]
[Darwin imitates rim shot]
The Fitzgerald House
[Gumball and Penny are both angrily flapping their tongues repeatedly at each other.]
Darwin: Okay, I think you've done enough argument warm up. Are you ready to tell her dad now?
[Gumball takes the newspaper Darwin was reading and shoots his tongue several times through it]
Gumball: Yeah, I guess it's time. [Gumball breathes in deeply] No, still terrified.
[Gumball and Penny start flapping their tongues again]
[Penny's father, Patrick opens the door.]
Patrick: Hey! What's going on here?
[Penny gasps and covers her cracked eye, moving away]
Patrick: Penny! Where were you? We were worried sick!
Gumball: Mr. Fitzgerald! Can I call you Rob?
Gumball: Can I call you Bobby?
Gumball: Bobert? The Bebop? Burcher? Bobzilla? No, wait! Trebor! [Gumball chuckles] That's Robert backwards.
Patrick: My name is Patrick.
Penny: Okay, Dad. Before you say anything, don't get mad.
[Penny removes her hand from her eye, revealing the crack]
Patrick: What the--?! What happened?
[Patrick steps forward]
Patrick: [to Gumball] Were you involved in this?
Darwin: I wouldn't say involved, more like directly responsi--
[Gumball pulls Darwin's tongue]
Gumball: I don't see the problem. I mean what's inside that shell that's so scary?
Patrick: Something unstable and dangerous, and we need to fix this right now!
[Patrick drags Penny, Gumball and Darwin follow]
Penny: What if I don't want to be fixed?
Patrick: You don't know what you want Penny. [turns to Gumball and Darwin] AND YOU DON'T KNOW WHAT YOU’RE MESSING WITH!
Gumball: How would YOU know?!
Penny: He's right, Dad. Everyone in the family has spent their life hiding from themselves!
Patrick: Penny, you're grounded!
Penny: Ugh! [Walks away]
Patrick: [to Gumball] Now listen you. Penny is my daughter AND I DECIDE WHAT'S BEST FOR HER!
Gumball: [Suddenly stands up higher than Patrick] What? So best is not being herself?
[The camera zooms out to reveal Gumball is standing on Darwin's shoulders. Unimpressed, Patrick drags Gumball and Darwin out, slamming the door]
Gumball: Hey Patrick come on! Pat! Pat-man! Patty-cakes? Let's just go.
[Darwin and Gumball leaves the Fitzgerald's house]
The Watterson House
[Everyone is eating, except for Gumball and Richard. Anais feeds Nicole her food, Nicole feeds Darwin her food, and Darwin tries to feed Gumball his food. But Gumball does not eat, while Richard gapes at them]
Anais: Why are we doing this again?
Nicole: Because your father is always jealous of what's on his neighbor's plate.
Anais: But why do we all have to do it?
Nicole: Because he always cries when he's the first one to finish.
Richard: Nicole! Operation Greener Grasses failed! The chain is compromised! We are losing calories! Repeat: we are losing calories!
Nicole: What's wrong, Gumball, honey? Don't you like Darwin's dinner?
Gumball: I don't wanna talk about it.
[Darwin stops eating]
Darwin: Gumball headbutted Penny and now he's never allowed to see her again.
Gumball: I meant I don't want anybody to talk about it.
Richard: Ohh, come here. [Hugs Gumball, then takes a little bite out of his food]
Penny's True Form
[Gumball walks off to his bedroom, depressed]
Nicole: You okay, honey? You had nothing to eat.
Gumball: Pft, don't worry mom! I'm a big boy, I'll be fine.
[Once inside his room, however, Gumball falls into his bed and cries. Then he stops when he hears and sees Penny knocking on the window of his room]
[Gumball opens the window and lets her in]
Penny: Thanks. Gumball, I came to… [ Realizes Gumball's eyes are bloodshot] have you been crying?
Gumball: No! I just have really sweaty eyes. Wait, that's disgusting. [Sighs] Yeah, I was crying.
Penny: I came to say…I'm moving to another school. Dad thinks it's for the best.
Gumball: WHAT THE WHAT?!! Excuse my French, Penny, BUT THIS IS TOTAL BAGUETTE! It is not for the best that you're forbidden to be who you really are!
Penny: [off-scene] But, there's no other way.
[Nicole, Anais, Darwin and Richard are listening to them through the door. Richard's stomach growls]
Richard: Shh! [Stomach stops growling]
Penny: [off-scene] What do you want me to do?
Gumball: Be yourself. Come out of your shell.
Penny: But maybe you wouldn't like the real me.
Gumball: There's no way that could be true. Whatever is inside, we can deal with it together.
Penny: You're right. You're right! I'm gonna do it!
Gumball: That's it. Break free, Penny!
Penny: Okay. Here we go! [Begins to glow] I'm gonna be…MYSELF!
[Penny breaks free from her shell and reveals her true form to Gumball: a golden, glowing fairy with antlers]
Gumball: What the what? Uh, you look…you look--
Penny: What? Do I look bad?
[She shape-shifts into a gremlin]
Gumball: No! You look uh--
Penny: [Rasping voice] I look disgusting, don't I?
Gumball: No! Penny, I think you look--
Penny: Don't look at me! I'm A MONSTER!
[Penny shape-shifts into a huge fist, breaks through the wall of Gumball's room and flies away, now as a gargoyle.]
Gumball: No, Penny, wait! You look…extraordinary.
Richard: Nooo! It's a tragic misunderstanding that could have been easily avoided if he just finished his sentence in time!
[Gumball goes down the ladder, after Penny]
[The rest of the Wattersons go inside Gumball's room]
Gumball: Penny, please wait!
Chasing after Penny
[Penny shape-shifts into a jackalope. Gumball continues running after her]
Gumball: Penny! Let me finish…please stop running! My sweat marks are reaching my pants!
[Penny stops and looks back]
Gumball: Please, please…
[Gumball continues, huffing and puffing]
Penny: [high-pitched voice] Oh, Gumball, stop trying! You've said enough. How can anyone [Transforms into a minotaur, adopting a loud, distorted voice] LOVE THIS? [Smashes the pavement]
[Penny runs into the street, and the Wilsons' car (with Jackie and Harold Wilson inside) almost runs over her. It screeches to a halt]
Jackie: Aah! Harold, do something!
Harold: [deep, serious voice] Don't worry, honey, I'll deal with this. [Opens the car door and runs away]
Jackie: [Sighs, then dials a number on her phone] Hello, is that pest control? Yeah, I need help! What does it look like? Kinda like an ugly cow on steroids but…uglier.
[Penny groans dismally and runs away]
Gumball: Penny, come back!
Penny: I'm disgusting! I'm a disgusting pig! [Shape-shifts into a pig]
[Gumball and Penny encounter Patrick in his car. It screeches to a halt]
Patrick: What the…? You came out of your shell.
Gumball: [Laughs nervously] I know, she looks fantastic, right?
Patrick: What have you done? You've turned her into a freak!
Gumball: A freak…ishly beautiful young lady. [Laughs nervously]
Patrick: She looks like a pig-
Gumball: -ture of beauty. Ha ha, absolutely!
Patrick: You turned my daughter into a monster!
Gumball: -truck! Of prettiness?
[Penny shrieks as she transforms into a dragon]
Penny: [deep voice] Gumball. Please tell my father that the monster's gone to live in the forest, with all the other beasts! [Flies away]
[Gumball turns to Patrick, with an angry expression on his face]
Gumball: [imitates Patrick] Ohh, I wonder why my daughter is upset after I called her a freaky pig monster! [Hops on Patrick's car's hood] NOW WITH ALL DUE RESPECT, I'M GONNA HAVE TO ASK YOU TO SHUT UP! Think about what you've done. Do you realize you were wrong? [Patrick nods] Good! But don't beat yourself up about it, parenting is hard! Now pop the hood.
[Patrick pops the hood of his car, launching Gumball up into the sky, and onto Penny]
Gumball: I'm not letting you leave!
Penny: Gumball, no! You'll get hurt!
Gumball: Ah! Look out! AAH!
[A plane approaches them. They barely dodge it]
Gumball: Penny! Go up, go up, GO UP!
Penny: You're too heavy!
Gumball: Aww, man!
[He crashes into the window of the Banana's house. Penny lands on the roof]
The Bananas' House
[Gumball lands in Banana Barbara's room, where she is painting the next scene. Weirded out a bit, he goes to the bathroom (the next scene that Banana Barbara was painting) and makes Banana Bob scream from his bathtub]
Banana Bob: [Screams like a girl] AAAAH! [Puts on mustache, screaming becomes more deeper] AAAAH!
[Gumball then goes to Banana Joe's room where he sees him watching a guy peel an orange, Banana Joe turns around looking shocked and Gumball looks back, clearly disturbed, then he shuts the door. Finally, Gumball crashes out of another window, and grabs Penny's leg as she flies off again]
[Hurt by this remark, Penny shape-shifts into a small spirit form. Gumball catches her and ducks under the oncoming truck]
Penny: [sadly] I knew it!
Gumball: No, no, no! I just said that so you would shrink.
[Penny shape-shifts into a hairy creature and flees. The pest control arrives.]
Pest Controller: Pest control! [Loads a dart gun] Out of the way!
[Loads and aims at Penny. Patrick rams his car into the pest controller's van, making the pest controller miss his shot]
Patrick: Hey, kid! Go get her.
[Gumball nods, then goes after her. Then, Patrick's airbag deploys. The pest controller, now out of his van, loads another dart and aims at Penny. The rest of the Wattersons in their car block his sight, and Nicole comes out.]
Nicole: Stop! I command you to [Gets shot by a dart] stooooooop. [Becomes limp]
Pest Controller: Oh, creepers! I am so sorry, madam!
Nicole: [slurring] How dare you! You shot me! Kids, help me teach this guy a lesson.
[Darwin and Anais stretch her arm and leg, and repeatedly slap him with them]
[Richard comes out of the car and calls after Gumball]
Richard: That's it, Gum-Belle! Go save the beast!
A Happy Ending
[In the forest, a wolf is heard howling]
Gumball: Penny? Penny?
[He spots Penny in her wolf form and walks towards her. Penny turns to him, then looks away.]
Gumball: You know I… I-I was trying to protect you back there.
Penny: [deep, rasping voice] Yes, I know.
Gumball: And you know why?
Penny: Yes, I know why. But just look at me, what will you think when people laugh at us?
Gumball: No offense, but you kiiinda looked like a big coconut with holes in it before.
Penny: But do you really think you could love… [Bares teeth and growls]…THIS?!?
Gumball: That's not what you are, it's just how you feel.[Whispering] And this is how I feel…
[Gumball grabs Penny and kisses her on the lips. Penny's eyes widen in surprise. As they kiss, the space background appears and Penny morphs into all her forms until she is back to her original form. After they kiss, they stare at each other affectionately. Richard (in the background with the rest of the Wattersons and Patrick, watching them happily) vocalizes the music, heavenly.]
Richard: [in tears of happiness] She was a monster! [Sniffs] But he made her beautiful… [Sniffs] …with his love [Sniffs] …like in their play, but backwards!