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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

"Return what to who?"

Mermaid Man and Barnacle Boy are going on vacation, and so invite SpongeBob and Patrick to look after the Mermalair. The two hero hopefuls long to play with the various gadgets, but are left with the express command to not touch anything.

While wandering around the Mermalair, SpongeBob and Patrick find Man Ray, one of Mermaid Man's most fearsome nemeses, encapsulated in a prison of frozen tartar sauce. SpongeBob longs to pepper the villain with questions, prompting Patrick to activate the unfreezing process. As the two argue over the ramifications, Man Ray awakens, only to find the majority of his body still frozen. SpongeBob informs him they can't let him go due to his evil nature. Man Ray convinces them that he is actually good, so they release him. He quickly attempts to attack them, but is stopped by the Tickle Belt he still wears: a device that, with the push of a button, tickles whoever is locked into it.

Man Ray sobs crocodile tears over his situation, expressing a desire for someone to teach him how to be a good person. SpongeBob and Patrick offer their services, and Man Ray accepts with the intention of jumping ship once the belt is off. Their first lesson is what to do if someone has dropped their wallet. Patrick drops his wallet and Man Ray tries to give it to him, but Patrick denies it being his wallet. Man Ray's attempts to convince Patrick to take it result only in anger and a generous use of the Tickle Belt.

The second lesson, helping someone carrying a heavy object, doesn't go any better. Man Ray tries to help Patrick with his heavy box, but Patrick continually drops it onto Man Ray's feet. Fed up, Man Ray angrily asks Patrick what's inside, which turns out to be more wallets. Man Ray takes his rage out on Patrick, so SpongeBob tickles him yet again, but this only drives Man Ray to slam Patrick harder.

SpongeBob's third lesson is hijacked by Patrick, who gives Man Ray a random question as an excuse to tickle him further. SpongeBob tries to take back the button, and as they fight over it, they accidentally break it. The belt's tickling increases exponentially, giving Man Ray no choice but to genuinely plead to be released. SpongeBob and Patrick happily do so, thinking Man Ray has now been rehabilitated. After catching his breath, however, Man Ray steals some weaponry, zaps the two and runs away.

SpongeBob and Patrick don their Mermaid Man and Barnacle Boy costumes and use the Invisible Boatmobile to catch up with Man Ray. They try to use the Orb of Confusion against him, but wind up becoming confused themselves. With nothing left in his way, Man Ray attempts to rob a bank. To his bewilderment, he finds the feeling of being tickled has not left him, and decides instead to open a checking account. Man Ray then turns off the Orb of Confusion and tells SpongeBob that the lessons have indeed changed him for the better. He presents his helmet to them and takes his leave. SpongeBob is overjoyed that they saved the day like their heroes, but Patrick remains in a dazed stupor, even with the Orb turned 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 & 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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