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Mermaid Man and Barnacle Boy III

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Episode Information [edit]
Mermaid Man and Barnacle Boy III
Season №: 2
Episode №: 31a
Airdate: November 27, 2000
Running time: 11 minutes
Sister episode(s): "Squirrel Jokes"
Guest(s): Ernest Borgnine as Mermaid Man
Tim Conway as Barnacle Boy
John Rhys-Davies as Man Ray
Writer(s): Paul Tibbitt
Walt Dohrn
Merriwether Williams
Main: Paul Tibbitt
Walt Dohrn
Storyboard: Erik Wiese
Animation: Andrew Overtoom
Creative: Derek Drymon
See all credits for this episode.
Previous: "I'm Your Biggest Fanatic"
Next: "Squirrel Jokes"
List of episodes

"Mermaid Man and Barnacle Boy III" is a SpongeBob SquarePants episode from season two. In this episode, SpongeBob and Patrick accidentally free the evil Man Ray.



Mermaid Man and Barnacle Boy III 064

Mermaid Man and Barnacle Boy are going on vacation, and they ask SpongeBob and Patrick to look after the Mermalair. They ask them if they can play with the various gadgets, but are told not to touch anything.

While wandering around the Mermalair, SpongeBob and Patrick find Man Ray, one of Mermaid Man's most feared nemeses, stuck in a prison of frozen tartar sauce. SpongeBob says that he has some questions to tell him, so Patrick stupidly turns the lever to 'Unfreeze.' SpongeBob stops him by setting it to 'Freeze' again, but Man Ray's head is free, so he then forces the two to free him. SpongeBob says they can't, because he is evil. He will only be freed if he is good, so he says that he is good. They unleash him, and he attempts to kill them, but is stopped by a "tickle-belt" (as seen in Episode 17!), a device that tickles whoever is wearing it when a button is pressed.

He pretends to be sad, and says that it's good if anyone can teach him to be a good person. SpongeBob and Patrick offer to teach him how to be a good person, and he accepts, in order to get the belt off. The first lesson is what do you do if you see someone dropped their wallet. Patrick drops his wallet and Man Ray tries to give it to him, but he says it isn't his wallet. So Man Ray tells him that he found his license in the wallet, so it is his. Patrick says that's right but when Man Ray says "So take it," he says it isn't his wallet (again). Man Ray gets angry, but stopped by the tickle-belt.

The second lesson, is what do you do if you see someone is carrying a heavy object. Patrick carries a heavy box. Man Ray tries to help Patrick, but Patrick always drop the box to Man Ray's feet. After three times being hit, Man Ray angrily asks Patrick what's in the box. Patrick says that his wallets are in it, and Man Ray beats up Patrick, so SpongeBob tickles him, but Man Ray is still beating up Patrick while laughing saying it's worth it (as his difficulty with the lessons are largely due to Patrick's stupidity).

After moving on to SpongeBob's "goodness lessons number 3," an angry Patrick, who has been severely injured by Man Ray's fit of anger, takes control of the lesson. He says he is thinking a number between 1 and 100, and Man Ray must guess it. He guesses 62, but Patrick says it's wrong and tickles Man Ray, but while Patrick and SpongeBob are arguing, they accidentally break the button. The belt continues to tickle Man Ray and he says please, so SpongeBob releases him. They think Man Ray is now rehabilitated, but he zaps the two into dust and runs away.

SpongeBob and Patrick become Mermaid Man and Barnacle Boy and use the invisible boatmobile to meet up with Man Ray, They try to use the Orb of Confusion on him, but get confused themselves. Man Ray then attempts to rob a bank, but he still has the tickles from the belt, and instead opens a checking account. Man Ray then turns off the Orb of Confusion and tells SpongeBob that his lessons to become good has transformed him. So he gives his head to him while saying that he won't be needing it. SpongeBob tells Patrick that they saved the day just like the original Mermaid Man and Barnacle Boy would, but Patrick still has the confusion effect even though the Orb is off.


Mermaid Man and Barnacle Boy 3 final storyboard
According to Vincent Waller's Twitter, the final storyboard for this episode was shipped on 6/2/2000 (June 2, 2000).


Spongebob Squarepants - Mermaid Man and Barnacle Boy III (S2E31a) (Original Pencil Sketches)12:18

Spongebob Squarepants - Mermaid Man and Barnacle Boy III (S2E31a) (Original Pencil Sketches)


 ) Associated production music
 ) Original music
 ) SpongeBob music

  The Lineman - Sam Spence [title card]
  Caped Crusader - David Farnon [opening]
  Bat Stabs - David Farnon [sound effect cards]
  Police Car - Sam Spence [sting after "Who will watch the Mermalair?"]
  Whisper from the Past [#64.02] - Gregor F. Narholz [wall of gadgets]
  Life on the Wild Side - Sam Spence ["While our heroes are away, we will keep evil at bay!"]
  The Creature (a) - Gregor F. Narholz ["Ma-ma-ma-ma-ma-ma-ma-ma-ma..."]
  The Creature (b) - Gregor F. Narholz [Man Ray frozen in tartar sauce]
  Harp Ding - Nicolas Carr ["I have so many questions to ask him!"]
  The Creature (a) - Gregor F. Narholz [Man Ray unfrozen]
  Monster Bug (a) - Gregor F. Narholz ["Prepare to be eradicated!"]
  Laughter - Jurgen Schlachter [tickle belt]
  Lonely Violin - Dick Stephen Walter [Man Ray pretending to cry]
  Comic Walk - Sidney Torch [goodness lesson #1]
  Monster Bug (a) - Gregor F. Narholz [Man Ray gets angry]
  Laughter - Jurgen Schlachter [tickle belt again]
  Comic Walk - Sidney Torch [goodness lesson #2]
  Monster Bug (a) - Gregor F. Narholz [Man Ray gets angry again]
  Laughter - Jurgen Schlachter [tickle belt again]
  Comic Walk - Sidney Torch [Patrick in a wheelchair]
  Laughter - Jurgen Schlachter [tickle belt out of control]
  Dangerous (a) - Mladen Franko [Man Ray taking weapons]
  Dangerous (c) - Mladen Franko ["The only good thing i'm at is being evil"]
  The Lineman - Sam Spence [SpongeBob and Patrick in the Invisible Boatmobile]
  The Creature (a) - Gregor F. Narholz ["Out of my way, fools!"]
  Police Car - Sam Spence [the orb of confusion]
  The Creature (a) - Gregor F. Narholz [First Nautical Bank]
  Limelight Waltz - Albert Marland [Man Ray trying to rob the bank]
  Maui Beach - Hans Haider [he opens a checking account instead]



  • As of August 11, 2015, The Internet Movie Database (IMDB) gives this episode a rating of 8.6/10 based on 196 ratings by users.[1] users give this episode a 8.5/10 based on 152 votes.[2]


  • This is the only episode of the Mermaid Man and Barnacle Boy series which doesn't revolve around them. They only appear in the first two minutes.
  • This is the first appearance of Man Ray. He was first mentioned in "Mermaid Man and Barnacle Boy."
  • In "Back to the Past," it shows Man Ray getting frozen in tartar sauce as a reference to this. It also explains the possible reason why Man Ray is still evil in other episodes as they changed the past, and Man Ray went to jail instead of getting frozen, hence this episode was erased from history.
  • The "Villain Containment Chamber," where villains are kept in frozen prisons, is featured in the Mermalair level of Battle for Bikini Bottom. The villain "Prawn," is accidentally released from his containment, and must be defeated by SpongeBob.
  • SpongeBob used the tickle belt again in the PC version of Lights, Camera, Pants!
  • In The Karate Kid (2010), after moving in with his mom, Dre turns on the TV and finds this episode. However, the clip was shown in Chinese, despite the fact the movie being filmed in China.
  • When SpongeBob said "Rehabilitated," Patrick mistakenly said "gesundheit" because he thought SpongeBob sneezed.
  • SpongeBob and Patrick saying "Ma-ma-ma-ma-ma-ma-ma-ma-ma..." became an internet meme.
  • The chapter book of The Adventures of Man Sponge and Boy Patrick in Goodness, Man Ray! references this, except:
    • SpongeBob and Patrick were wearing superhero costumes.
    • Patrick didn't get confused at the end.
    • Instead of taking off his head, he took off the Metal glove.
    • His check has cartoon poodles instead of real life ones.
    • The bank teller was confused about what she's giving Man Ray.
    • Patrick asked SpongeBob that if it's Graduation Day there should be a diploma, music and a guest speaker.
  • During a tribute to Ernest Borgnine, this was paired with "Mermaid Man and Barnacle Boy IV."
  • This episode take place before "Mermaid Man and Barnacle Boy V," "Shuffleboarding," "Mermaid Man vs. SpongeBob," SuperSponge, The Yellow Avenger, "Super Evil Aquatic Villain Team Up is Go!," "Patrick-Man!" because this is the episode that Man Ray is released in. It might also take place before "Mermaid Man and Barnacle Boy VI: The Motion Picture" as Plankton dressed up as Man Ray, whom he may have heard of from recent acts.
  • This is the last episode where Nancy Suzy Fish is seen with lipstick.

Cultural references

  • Man Ray is a parody of the Black Manta, the arch-villain of Aquaman, who Mermaid Man himself is in turn a parody of.
  • Man Ray's name is also a pun on Manta Ray, a Cartilaginous fish related to Sharks.
  • SpongeBob said "While our superheroes are away, we will keep evil at bay," was a parody of the saying "When the cats are away, the mice will play."


  • When Man Ray was about to slam Patrick into the ground, the box (which was full of Patrick's wallets) disappeared.
  • SpongeBob's tongue realistically should freeze while licking the frozen tarter sauce that was holding Man Ray.
  • When SpongeBob and Patrick confront Man Ray with the Orb of Confusion, Patrick's cap is blue. It later turns back to the normal white color during the closeup of them.

    Blue cap instead of white.

  • When Mermaid Man and Barnacle Boy leave and SpongeBob and Patrick are about to leap, Patrick has no eyebrows.
  • Man Ray and Mermaid Man didn't get confused when they tried to turn off the Orb of Confusion.
    • Maybe they're immune to the orb's effects.
  • SpongeBob should've been the one to contract permanent confusion as he was exposed to its effects twice when he turned it on himself, and then again when he tried to stop Man Ray.


Mermaid Man and Barnacle Boy (VE)

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