Rocko is exercising in his house by himself, following instructions given by a creature on television. He begins sweating rapidly. Heffer rings the doorbell. Rocko walks over to the door and opens it. Heffer walks in, but is so large that he cannot fit through the door and eventually breaks through the door. He is so heavy he falls into the floor. Rocko asks if he is okay. Heffer mentions that he has received two passes to the new health spa. Rocko imagines himself winning a race after visiting the health spa.
Rocko and Heffer go to the health spa where Chuck and Leon mention that they have a chart and give points based on how their visitors exercise. They just keep taking points off when Heffer jumps in the pool and causes all of the water to come out. Rocko and Heffer go to an aerobics class. Later, Rocko tries a machine that is labeled "not for beginners" that pulls his eyes out. Next, he tries a virtual reality game which gives him the wrong mission. Heffer just keeps eating without even trying to exercise.
After this, the two play basketball, then the pool. Afterwards the pair are seen in the sauna, where Heffer accidentally makes Rocko spill his drink on himself, and when Heffer tries to get Rocko a towel, he tears Bev's dress off, causing an embarrassed and naked Mrs. Bighead to run off wearing a piano and plows into the Chameleon Brothers, who then kick Heffer out, but let Rocko stay. Rocko stands by Heffer saying that if Heffer's not good enough for the club, then Rocko's not good enough, and the two end up going back to Rocko's house, exercising while eating pizza.
- Both this and "Who Gives a Buck" were the 7th episodes to be produced, but the 1st to air.
- Rocko, Heffer and Mrs. Bighead are the only main characters who appear in this episode.
- This is the first time Mrs. Bighead appears without Mr. Bighead.
- This is the only episode of Rocko's Modern Life to have a celebrity cameo. Richard Simmons provides the voice of the aerobics instructor, who is also caricatured after Simmons.
- This episode contained blood and gore, which isn't usually present in kids cartoons. When the bull was using the stack machine he overexerts himself and his arms rip off and bleed.
- The first time that Bev Bighead appears naked. The second time she's naked is in the episode Leap Frogs when Rocko accidentally rips her dress when he tries to zip up her red dress.
- Nudity is also shown in the aftermath of Heffer's slam dunk. The gym wall breaks and exposes patrons in the shower.
- Spunky doesn't appear in this episode.
- The choices on the Virtual Rower include Twenty Thousand Leagues Under the Sea, The African Queen, and Deliverance. Rocko selects The African Queen but the machine plays Deliverance instead.
- The exercise lady on Rocko's TV wears the same shade of green on her top, same shade of red on her pants and even has the same shade of blonde hair just like Luanne Platter from King of the Hill, which was not supposed to be airing until 1997.