S'UP: Everything is great in Carl Fredricksen's flying house, until the cast of MTV's Jersey Shore show up.
Mouse M.D.: A bitter mouse doctor does three rounds in a hospital: Cookie Monster, Bob the Builder, and Hannah Montana.
- MAD News - The MAD News anchor announces that canine (chihuahua) research continues. (Stop-motion Cartoon)
- Opening Scene
- S'UP (Movie Parody of Disney and Pixar's UP / TV Parody of MTV's Jersey Shore)
- Animated Marginals segment
- Bad Idea #771: Unicorn on the Cob (Parody of a Unicorn and Corn on the Cob) (Bad Idea segment)
- Vampire Helper (Ad Parody of Hamburger Helper) (Ad Parodies / Stop-motion Cartoon segment)
- Crocodile Shoes (Animated by Mike Wartella)
- Where is Kristen Stewart Wishing She'd Rather Be? (Spoof on Kristen Stewart)
- Picture Ready in 5 Minutes (Cartoon) (Animated by Don Martin)
- The Chirps (Movie Parody of the Birds / Spoof on Marshmallow Peeps) (Ad Parodies segment)
- MAD Security Cam - Vince Neil High School (MAD Security Cam segment) (Stop-motion Cartoon)
- Bad Idea #267: Strobe Lighthouse (Parody of a Strobe Light and a Lighthouse) (Animated by Mike Wartella)
- Spy vs. Spy - Castle Machine Gun (Spy vs. Spy segment)
- Animated Marginals segment
- Super-Villains for your Safety (Super-Villains for your... segment)
- Shax Body Spray (Spoof on Shaquille O'Neal / Ad Parody of Axe Body Spray) (Ad Parodies segment)
- Drinking magic bottle (Cartoon) (Movie Parody of Disney's Aladdin)
- Mouse M.D. (Spoof on Mickey Mouse / TV Parody of House M.D.)
- 5-second Cartoon: (from MAD News) The chihuahua continues barking. (5-second Cartoon segment)
- Main article: S'UP / Mouse M.D./Gallery
- Main article: S'UP / Mouse M.D. (Transcript)
- This is the first appearance of the Bad Idea segment, and this is the first time MAD does two television parodies instead of just one.
- This is the second time a Mike Wartella segment appeared before Spy vs. Spy, and the second appearance of the Super-Villains for your... segment and the MAD Security Cam segment.
- This is the third episode of MAD to have 20 segments. The first was Episode 1 and the second was Episode 2.
- During S'UP, there was a mistake when they were outside, the Situation had no body (which looks like a floating head).
- In MAD Security Cam, it took place in Vince Neil High School, November 15th, 8:23 PM.
- The patient who says "A mouse doctor? Are you crazy?" has the same face as the announcer from Ko-Bee Movie and Eduardo Saverin's grandpa from The Social Netjerk.
- In Mouse M.D., Cookie Monster's performer appeared to be George Clooney, not Frank Oz nor David Rudman who voiced him in real life.
- Hugh Davidson - Aladdin, Patient, and the Penguin
- Mikey Day - Ronnie Ortiz-Magro, Photographer, and Dr. James Wilson
- Grey DeLisle - JWoww, Dr. Allison Cameron, and Alligator
- Larry Dorf - Pauly D, Bob the Builder, and Strong Man
- Rachel Ramras - Snooki and Miley Cyrus
- Kevin Shinick - Carl Fredricksen, the Situation, Mickey Mouse, Cookie Monster, Count von Count, and the MAD News Anchor
- Dana Snyder - Shoe Salesman and Bad Idea Announcer
- Gary Anthony Williams - Dr. Eric Foreman, The Cirps Announcer, and Shaquille O'Neal