Memory Foam
Season 3, Episode 16
Memory Foam Title Card HD
Premiered: May 7, 2016
Short: "None"
Written and Storyboarded by:
  Nick Edwards
Myke Chilian
Story by:
  Kelsy Abbott
Wade Randolph
Pete Browngardt
Audie Harrison
Casey Alexander
← Previous Episode
"Messy Bessy"
Next Episode →
"Even More Shorts"

Memory Foam is the 16th episode of Uncle Grandpa Season 3, and the 94th episode overall of the series.


When a new mattress sucks away all of Pizza Steve's memories, Uncle Grandpa and the crew must find a way to get them back.

Character Appearances

Major Characters

Minor Characters


The RV is parked in a giant bird's nest and Pizza Steve is sleeping in a pizza box in the kitchen, he wakes up wondering why did he sleep so bad until he realizes that he was sleeping on a little pizza table, Pizza Steve then slips out of the pizza box wanting someone to save him from his misery before falling on the floor. Uncle Grandpa then walks out of the cockpit holding his new memory foam mattress, and he decides to go install it in his bed, Pizza Steve then stops Uncle Grandpa to ask him if he can sleep on the new mattress. Uncle Grandpa tells him that he would love to be he can't since he hadn't slept for over 1,000 years, Pizza Steve tries to convince him by saying that he finished doing 46 double back flips in a row, lifted off a piano from a old lady without bending his legs, Uncle Grandpa tells Pizza Steve he's his everything and nothing can ever change that.

Uncle Grandpa put his new mattress in and asks Pizza Steve if he's comfortable, Pizza Steve tells him yes and that he can leave, as Uncle Grandpa closes the door he turns off the lights. Once the lights are off, the mattress has a pinkish glow and the glow circles on Pizza Steve's brain as it drains his memories.

Pizza Steve walks into the living room and Uncle Grandpa asks him if he had a good sleep, Pizza Steve wants to know where he is and who are they, Uncle Grandpa informs Pizza Steve that he's in the RV and that they are his buddy boys. Pizza Steve doesn't remember having buddy boys and he doesn't even know what to call himself, Uncle Grandpa tells him his name and asks him if he remembers. Pizza Steve pauses and realizes that he's a slice a pizza, he then goes to the kitchen to splash warm water on his face, Mr. Gus asks if something had happen to Pizza Steve and Uncle Grandpa doesn't think that it's anything and that he knows how to get him out of this. Uncle Grandpa has the answer to Pizza Steve and he presents him his cool dude shades, Pizza Steve doesn't like the idea of wearing sunglasses indoors, Uncle Grandpa freaks out and realizes that "Pizza forgot how to be Steve"! Mr. Gus believes that he seems pretty ok, Uncle Grandpa knows that Pizza Steve isn't the wise cracking daredevil that our Nation adores and Uncle Grandpa knows that they have to do something to remind Pizza Steve of who he is. Uncle Grandpa comes up with the solution of how to kick start Pizza Steve's mind, they have to recreate his extreme experiences, like the time he jumped over the moon with his speed cycle, Pizza Steve is unsure how a slice of pizza can jump over the moon and Uncle Grandpa sees he's already cracking wise. Uncle Grandpa puts Pizza Steve in the speed cycle and tells him how he jumps the ramp, out of the sun roof, through the Earth's atmosphere and over the moon, and land back in the RV. Pizza Steve tells Uncle Grandpa that his past self was exaggerating to impress him, Mr. Gus sees that Pizza Steve is being honest for the first time, Uncle Grandpa doesn't believe that if wasn't so impress then Pizza Steve wasn't exaggerating. Uncle Grandpa pushes the speed cycle and Pizza Steve thinks he's insane, he steps on the brakes, he gets launched into the air from the oven, goes over the moon and lands back in the RV, Uncle Grandpa wants to know if that jogged his mind and Pizza Steve stated nope.

Pizza Steve is enjoying tea in the kitchen and Uncle Grandpa pops out scaring him stating that how he enjoyed fiery hot peppers and suggests that if he eats a peeper it'll loosen up his memory. Pizza Steve thinks that's totally insane and doesn't think it'll work, Uncle Grandpa doesn't know for sure, but eating extreme foods is a Pizza Steve classic, Uncle Grandpa carefully opens the jar of peppers and Pizza Steve asks Mr. Gus to make him stop, Mr. Gus tries to explain to Uncle Grandpa that the old Pizza Steve never actually did any of those extreme things he would brag about, Uncle Grandpa thinks he's wrong like always and he grabs a pepper. Pizza Steve tells him to wait and that what Mr. Gus said is exactly what he's trying to say, Uncle Grandpa then shoves the pepper in Pizza Steve's mouth, Pizza Steve didn't think it was so bad until it burns a hole in his stomach while burning him to a crisp.

Uncle Grandpa states that when he thinks of the classics, he remembered the time Pizza Steve wrestled a bear, Pizza Steve is worried as Uncle Grandpa places him outside the door in front of a cave, Pizza Steve desperately tries to get Uncle Grandpa to open the door as Pizza Steve sees a bear cub come out of the cave. Pizza Steve sees that the cub isn't so scary and he scare it to crying, Uncle Grandpa sees that Pizza Steve is taking it up a notch while the mother bear comes out of the cave, the mother bear grabs Pizza Steve and crushes him to a pulp and leaves Pizza Steve in a liquid state. Uncle Grandpa sees that this is a classic Pizza Steve moment and Pizza Steve doesn't think so as he doesn't believe he ever did these ridiculous stunts and tells Uncle Grandpa to leave him alone while he storms off. Uncle Grandpa want's to know where did he go wrong, one minute he asks to use his new mattress and the next he wakes as a totally new person, Mr. Gus wants to know where did he get that mattress and Uncle Grandpa remembers the time when he bought his mattress. Mr. Gus viewing Uncle Grandpa's memory tells him to zoom in on the mattress, Mr. Gus sees that the mattress Uncle Grandpa bought steals the memories of anyone who lays on it, Uncle Grandpa realizes that he shouldn't have bought the teleporting toilet, Pizza Steve teleports next to them angry. Uncle Grandpa cries as he doesn't know how to get Pizza Steve back without any of his awesome memories, Mr. Gus likes the new Pizza Steve and Uncle Grandpa interrupts him stating that he's going to get Pizza Steve's memories back from the mattress in classic Uncle Grandpa fashion.

Mr. Gus is teaching Pizza Steve how to play chess, Pizza Steve believes that this is much better than Uncle Grandpa crazy schemes and believes that they were great friends before he lost his memory and Mr. Gus sort of agrees with him. Uncle Grandpa pushes the mattress into the kitchen and Mr. Gus wants to know if he's actually going to go inside the mattress. Uncle Grandpa tells him that he is with his highly sophisticated memory sucking thingy and he'll be able to suck up the most classic of Pizza Steve memories and dump them into his boring brain hole, once he's done, he'll give them the signal to reel him back in and Uncle grandpa proceeds to jump into the mattress. Pizza Steve wants to know if he was always this silly and Mr. Gus tells him yes.

Once inside the mattress, Uncle Grandpa passes all of Pizza Steve's memories, he comes up to a memory of him as a baby crying over a toy car and Uncle Grandpa is sure that he would want to remember that, so he sucks it in. Uncle Grandpa hears Pizza Steve screaming and he thinks that the next memory is a juicy one. The memory shows Pizza Steve being carried by a eagle being scared of heights, the eagle drops him and he lands in the RV, Uncle Grandpa wants to know where he's been and he tells him that he just got back from jumping over the moon stating how intense it was, Uncle Grandpa tells Pizza Steve he's the coolest. uncle Grandpa sees that Pizza Steve never actually jumped over the moon and decides to overlook it and suck it. At another memory, Pizza Steve walks into Mr. Gus' room lifting weights and brags about how lifted 50 reps of 100 pound weights this morning, Mr. Gus doesn't believe so and he asks Pizza Steve to hand him the 5 pound weight next to him, Pizza Steve doesn't do it because he'll overdo it, Uncle Grandpa then asks Pizza Steve to help him move his computer desk since he figures that he can lift so much it'll be a sync for him, Pizza Steve doesn't do it because he's "resting his muscles" and Uncle Grandpa believes him. Uncle Grandpa is starting to get very suspicious about Pizza Steve's past, at a bowling memory, Pizza Steve pushes a bowling ball and tries to distract Uncle Grandpa with a giant penguin next to him, as Uncle Grandpa gets distracted Pizza Steve runs to the pins and knocks them down, Uncle Grandpa looks back and sees that Pizza Steve scored a perfect game. Uncle Grandpa had seen enough and tells himself that after he collects all of Pizza Steve's memories, they're going to have a nice long talk. Pizza Steve had just beaten Mr. Gus at chess and he tells him that he can brag to Uncle Grandpa all he wants, Mr. Gus sees that Uncle Grandpa is all done and is sad to see that Pizza Steve will go back to "Classic Pizza Steve", Mr. Gus brings Uncle Grandpa to the surface and Uncle Grandpa flops around, Pizza Steve wants to know if it worked and Uncle Grandpa very angrily tells him that it worked alright and once he give him back his memories, everyone will know the shocking truth of Pizza Steve. Uncle Grandpa shoots Pizza Steve with his memories and Uncle Grandpa flies around the RV, he lands on the mattress and he loses his memory, Pizza Steve finishes drinking his memories. Mr. Gus pulls Uncle Grandpa up and asks him if he's okay, Uncle Grandpa doesn't know who he is, Pizza Steve is back and Uncle Grandpa doesn't know who Mr. Gus and why is Pizza Steve so cool, Pizza Steve allows himself tell Uncle Grandpa amazing stories of how he performed extreme stunts, Mr. Gus is bummed out and he goes back to the chess game, Pizza Steve moves his knight to F4 and Mr. Gus is happy to see Pizza Steve play chess, and he goes to Uncle Grandpa and brag how he beat Mr. Gus at chess, Uncle Grandpa doesn't know who Mr. Gus is and Mr. Gus is happy to see "Classic Pizza Steve".


  • The whole joke for this episode is that memory foam mattresses are designed to steal memories.
  • Uncle Grandpa references Billy Ray Cyrus' song, "My Achy Breaky Heart" when he said he had gotten a new mattress for his old "achy breaky spine".
  • This episode is much like "Pizza Steve's Diary" where it focuses on how much a fraud Pizza Steve really is.
  • Uncle Grandpa stated that he hadn't slept for over 1,000 years, despite seen sleeping in episodes like "Mystery Noise" and "Bad Morning".
  • Uncle Grandpa broke the 4th wall when he said, "This isn't the wisecracking daredevil our nation adores".
  • The teleporting toilet seen in the episode could reference the Secret Mountain Fort Awesome episode "Teleport-A-Potty".
  • Uncle Grandpa's highly sophisticated memory sucking thing is just a vacuum cleaner.
  • Pizza Steve "jumping over the moon" was actually him being dropped by a eagle into the RV.
  • In the bowling alley memory, Uncle Grandpa's score was 77, Mr. Gus' score was 225, and Pizza Steve score was a perfect 300 (Since he cheated).
  • The new Pizza Steve is very different from the classic as he doesn't like to brag about winning, not wearing sunglasses indoors, and being good friends with Mr. Gus.
  • The classic Pizza Steve has still had some ruminants of the new Pizza Steve as he finished the game of chess he had with Mr. Gus.
  • Running Gags:
    • Someone getting their memory taken away and not knowing who they are or anyone else.
    • Pizza Steve getting mangled from recreating his awesome stunts.
    • Uncle Grandpa pushing Pizza Steve to do awesome stunts.
    • Someone saying "Classic Pizza Steve".
    • Uncle Grandpa ignoring what the others are trying to say and claiming that they're wrong.
    • Uncle Grandpa sucking up memories.
      • And becoming skeptical of Pizza Steve being a fraud.
  • Errors:
    • When Pizza Steve was launched from the RV to the moon, the RV isn't in the giant nest from the beginning of the episode.
      • The smoke seen from the Earth's atmosphere is coming from the ocean.
    • Inside the memory foam mattress, there are springs present. Memory foam mattress are designed to not have springs.
    • If the memory foam mattress took Uncle Grandpa's memory's in an instant, then Uncle Grandpa should've seen the mattress steal Pizza Steve's memories at the beginning of the episode.


v - e - d Episode List

Secret Mountain Fort Awesome Precursor
Uncle Grandpa (Pilot)Secret Mountain Uncle Grandpa
Season 1
Belly BrosTiger TrailsSpace EmperorFunny FaceMoustache CreamNicknameDriver's TestUncle Grandpa SitterUncle Grandpa Ate My Homework!Uncle Grandpa for a DayAfraid of the DarkTreasure MapLocked OutJortsBrain GameMystery NoiseCharlie BurgersUncle Grandpa ShortsPerfect KidBig in JapanLeg WrestleFuture PizzaMore Uncle Grandpa ShortsViewer SpecialBad MorningPrank Wars1992 CalledBezt FrendsFood TruckHide and SeekThe History of WrestlingSick BagVacationAunt GrandmaGroundedHaunted RVInternet TrollNot FunnyPrison BreakEscalatorChristmas SpecialDog DayTiger and MousePizza Steve's DiaryBallin'Big Trouble for Tiny MiracleNew KidUncle ZombieUncle CavemanMisfortune CookieWasteland
Season 2
Duck LipsNumbskullBody TroubleShower PartyUncle Grandpa LandTaco CometThe FanThe PackageAre You Talking to Tree?OlderGuest Directed ShortsHundred Dollar GusWeird BadgeThe Great Spaghetti WesternPal.0Uncle Grandpa at the MoviesBottom BagWatermelon GagBirdmanUncle Grandpa RetiresFool MoonSecret SantaNacho CheeseMustache Tree
Season 3
The Little Mer-TigerBall RoomBack to the LibraryUncle EasterKing GusUncle Grandpa MovieLamestationSpace OddityRelaxation LandThe Land of the Lost ShadowsPizza EveThe Return of Aunt GrandmaMessy BessyMemory FoamEven More ShortsFleas Help MeWicked ShadesExcept for CooperIn the CloudsThe Lepre-ConFear of FlyingG'day Mornin'Uncle FashionInventor Mentor
Season 4
Jerky JasperDinosaur DayRV OlympicsUncle MelvinsUncle BaseballCostume CrisisUncle Grandpa Runs for PresidentChill OutThe Bike RideMr. Gus Moves OutHiccup HavokMacGuffinGone to His HeadPony TaleYou Can't Handle the Tooth!A Gift for GusRobo-UGLil' MacDisappearing ActTongue TiedUncle DummyFace FixThe Phone CallUncle CupidDoctor VisitCake Mistake
Season 5
Sheep DeprivationTrash CatUncle Grandpa's Odd-ysseySurprise PartyLate Night Good Morning with Uncle GrandpaNew DirectionAnger ManagementPizza Steve's PastDiggin' a HoleBroken BoogieUncle Grandpa's Uncle GrandpaTransitional PhaseCartoon FactoryDate with GusWhat's the Big Idea?Full Grown PizzaMore Director ShortsHigh DiveChess Master SteveTiny Miracle's Tiny MiracleUncle GreedpaExquisite GrandpaUncle Grandpa: The High School Years
Say UncleUncle Grandpa Babies

Community content is available under CC-BY-SA unless otherwise noted.