Encyclopedia SpongeBobia
Encyclopedia SpongeBobia

"Mermaid Man and Barnacle Boy III" is a SpongeBob SquarePants episode from season 2. In this episode, Mermaid Man and Barnacle Boy leave SpongeBob and Patrick in charge of the Mermalair, and despite the latter's warnings not to touch anything, they proceed to free the evil Man Ray, and teach him how to be nice.



"It's not my wallet."

In the beginning of the episode, Mermaid Man and Barnacle Boy are going on vacation, so they 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 cannot let him go due to his evil nature. Man Ray convinces them that he is actually good, and 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 starts with what to do if someone has dropped their wallet. Patrick drops his wallet and Man Ray tries to give it to him, but Patrick constantly denies it being his wallet. Man Ray's attempts to convince Patrick to take it result only in anger and he nearly attacks Patrick for his idiocy, causing another use of the tickle belt.

The second lesson, involving helping someone carry a heavy object, does not 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 is 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 for his stupidity.

SpongeBob's third lesson is hijacked by an injured Patrick, who gives Man Ray a random question as an excuse to tickle him further and get revenge. 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 a power glove, zaps the two, and runs away.

After realizing Man Ray is still evil, 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 despite the belt being removed and, having legitimately lost the motivation to antagonize others, decides instead to merely 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 and SpongeBob tries to get him to snap out of it, as the episode ends.


Mermaid Man and Barnacle Boy 3 final storyboard.png

According to Vincent Waller's Twitter account, the final storyboard for this episode was shipped on June 2, 2000.




 ) Production music
 ) Original music
 ) SpongeBob music

  The Lineman - Sam Spence [Title card]
  Caped Crusader - David Farnon [opening]
  Bat Stabs - David Farnon [sound effect cards]
  Caped Crusader - David Farnon ["But wait! While our heroes relax at Leisure Village, who will watch the Mermalair?"]
  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! - Nicolas Carr ["I have so many questions to ask him!"]
  Monster Bug A - Gregor F. Narholz [Man Ray starts to get unfrozen]
  The Creature (a) - Gregor F. Narholz ["I'm free!"/"By the supreme authority of wickedness, I, the evil Man Ray, command you to release me from this frozen prison at once."/"Why not?!"]
  Monster Bug A - Gregor F. Narholz ["Prepare to be eradicated!"]
  Laughter - Jurgen Schlachter [tickle belt/"Oh, I love that episode."]
  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 B - Mladen Franko [Man Ray taking weapons]
  Dangerous C - Mladen Franko ["The only thing I'm good 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]




Dot crawled version of the title card.

  • During the original airing and DVD releases, the outline of the fonts in the title card exhibit dot crawl. However, in the digital releases, later reruns on Nickelodeon and Nicktoons, the dot crawl effect has been removed.
  • This is the only episode of the Mermaid Man and Barnacle Boy series that does not prominently feature the two heroes. They only appear at the beginning.
  • This is the first appearance of Man Ray. He was first mentioned in "Mermaid Man and Barnacle Boy".
  • In "Back to the Past," Man Ray is shown getting frozen in tartar sauce decades in the past, setting up the scenario found in this episode.
    • The time travel which takes place in that episode ultimately results in Man Ray imprisoned in chains rather than tartar sauce. This may explain why several episodes clearly taking place in the present depict Man Ray wearing the tickle belt and doing evil.
  • The "Villain Containment Chamber," where villains are kept in frozen prisons, is featured in the Mermalair level of Battle for Bikini Bottom and its remake. The villain "Prawn" is accidentally released from his containment and must be defeated by SpongeBob.

SpongeBob clip in The Karate Kid (2010 film).

  • In the 2010 film The Karate Kid, after moving in with his mom, Dre turns on the TV and finds it on this episode. The clip shown was in Chinese, due to the fact that most of the movie was filmed and takes place in China.
  • Mermaid Man and Man Ray appear to be immune to the effects of the Orb of Confusion.
    • SpongeBob attempts to use the Orb of Confusion to stop Man Ray. Given that he is not immune to the effects of the orb and Man Ray is, the Orb would have been useless, though SpongeBob likely didn't know of Man Ray's immunity.
  • This episode reveals Man Ray went to high school. This would later be established in "Shuffleboarding."
  • During Best Buddies Week, this episode was paired with "F.U.N."
  • The wallet scene between Patrick and Man Ray has become one of the most famous SpongeBob memes, often used in a format where one person tries to lead another through a logical train of thought, with the second person still denying the implications.

Guy Siner instead of John Rhys-Davies.

Mermaid Man and Barnacle Boy III opening credits.png
  • It is shown in this episode's end credits that Man Ray was originally going to be voiced by Guy Siner; a 2000 SpongeBob SquarePants voice role is listed on the official Guy Siner website.[3] In the opening credits, John Rhys-Davies is listed as being the official voice actor for Man Ray in this episode. John Rhys-Davies replaced Guy Siner as the voice of Man Ray in this episode, but the end credits weren't updated to list the replacement voice actor.
  • This is the only episode to with Erik Wiese as the sole storyboard artist.
  • The chapter book of The Adventures of Man Sponge and Boy Patrick in Goodness, Man Ray! references this episode and is based on this episode, except:
    • The book starts with SpongeBob pounding on Patrick's rock.
    • SpongeBob and Patrick wear generic superhero costumes, donning them as soon as Mermaid Man and Barnacle Boy leave the cave, and calling themselves "Man SpongeBob" and "Boy Patrick" for most of the book.
    • SpongeBob retells the story of Man Ray's imprisonment. According to this book, Man Ray was in fact not immune to the effects of the Orb of Confusion, and Mermaid Man tricked him into thinking the Orb would open a bank vault, leaving him dazed and able to be captured. (Man Ray was still somehow resistant enough to its effects to consciously walk up to it and turn it off later, like he did in the episode.)
    • SpongeBob and Patrick also discuss how Man Ray came to wear the tickle belt, saying that Mermaid Man convinced him it would match the rest of his outfit.
    • Patrick tells SpongeBob that if it is Graduation Day, there should be a diploma, music, and a guest speaker. Patrick attempts to provide music by singing, until he is cut short by Man Ray incinerating them.
    • There is more deliberation regarding the two using the invisible boatmobile.
    • His check has cartoon poodles instead of real-life ones.
    • There is a longer back-and-forth between Man Ray and the bank teller before he realizes he now compulsively giggles when attempting to do evil.
    • Instead of removing his head, Man Ray removes the metal glove.
    • Patrick does not remain confused at the end.
  • During the Mermaid Man-a-Thon, this episode was paired up with "Mermaid Man and Barnacle Boy V."
  • This is the last episode where Incidental 7's normal design is seen with lipstick (her Teen 10/Incidental CM20 design continues to be seen with lipstick).
  • SpongeBob says that Man Ray is the greatest arch-nemesis of Mermaid Man and Barnacle Boy after the Dirty Bubble. However, in the Russian dub, he is the greatest arch-enemy of heroes after Reflecto.
  • This is the first episode where the title card does not fade in nor out.
  • In the French dub, Patrick claims his wallet is blue.
    • In the Dutch dub, his I.D. card is his passport, according to Man Ray.
  • This is the first episode to use two versions of "The Creature."
  • When Man Ray is assembling a metal glove for evil intent, SpongeBob says, "Good people have no use for weapons such as those," suggesting that the Wall of Gadgets is, at least partially, adorned with weapons that Mermaid Man and Barnacle Boy have confiscated from villains but do not themselves use.

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.
    • His name is also a pun on "manta ray," a cartilaginous fish related to sharks, and of the twentieth-century surrealist Man Ray.
  • When SpongeBob says, "While our superheroes are away, we will keep evil at bay." This is a play on the saying "When the cats are away, the mice will play."


Man Ray's check.

  • Man Ray's check has the "Valued Customer" date permanently written as "today."
    • His name is also written as "ManRay," without a space.

The box is gone.

  • When Man Ray is about to slam Patrick into the ground, the box disappears.

Blue cap instead of white.

  • 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 close-up of them.
  • After SpongeBob and Patrick quarreled over the tickle remote, breaking it, Patrick's wounds, bandages, and wheelchair are gone.
  • When Mermaid Man and Barnacle Boy leave and SpongeBob and Patrick are about to leap, Patrick has no eyebrows.
  • When Man Ray tries to rob the bank by confronting Incidental 7, she had lipstick in one shot, but a shot later, the lipstick is gone.

Sirena irwin.

  • In the credits of the episode, Sirena Irwin is miscapitalized as Sirena irwin with a lowercase i.



"It's Not My Wallet" 🤤 SpongeBob Patrick Meet Man Ray Mermaid Man and Barnacle Boy III