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The Origin of the Fantastic Four Part Two.jpg
Series Fantastic Four
Release Date October 1, 1994
Episode Number 2 (Season)
2 (Overall)
Writer Ron Friedman
53 images

While appearing on Dick Clark's telethon, the Fantastic Four continue their story of the origins of their awesome powers. Puppet Master had taken control of Thing and intended to use him to destroy the other three. If that plan did not work he would take over the world starting with a riot in a maximum security prison. With Invisible Woman captured it's up to the Human Torch and Mister Fantastic to not only stop their mind-controlled friend from destroying them but a madman who intends to conquer the world.


Continuing from the previous episode...

Getting the spotlight

At the Dick Clark's Scholarship Telethon, announcer Gary Owens welcomes the cheering audience back. He reintroduces the Fantastic Four and asks them to briefly recap their origins.

Thing agrees when the camera comes in close. He warns the audience that they are professions and they shouldn't try this at home.

A recap with all mostly new footage

Dick Clark explains to the audience how the four were hit by cosmic rays while in a space shuttle. When they landed they all had powers. They moved into the Baxter Building because no one else wanted them. Then the Puppet Master used his neurokinetic clay to control others, unbeknownst to his step-daughter Alicia Masters. Master controlled Thing into leaving the lab and captured Invisible Woman. Master dressed Alicia like Sue and had her accompany Thing to the Baxter Building where he would destroy his friends. He would then use mind-controlled prisoners to do his bidding.

A plan is coming together

Back in the past, Master put down a doll made for Slash Curtis. He claimed that the man, who got life in prison, will serve him.

At the prison, Slash and two others stand in the prison yard. A female reporter named Diane explained to her audience how the escape-proof prison was finally built thanks to a construction bond initiative.

In the yard below, Slash told his buddies not to break out until he could memorize the guard's routine. Suddenly he could hear the voice of Puppet Master and saw a vision of his face.

Plan coming to fruition

He called to the reporter then ran over and punched a guard. He grabbed the gun and started firing into the air. The guard ran away as the alarms went off. The image of Puppet Master's head appeared pleased.

The reporter explained the events until the warden Lewis Butler walked up. She asked how he would contain the situation. He reassured Diane that the gate is state of the art and there was nothing to worry about.

Puppet Master watched the report on television saying he was waiting for him. He pulled out his camera and took a photograph. The polaroid came out and he taped it to a board next to another photograph. He began sculpting a doll out of the warden claiming he needed to be accurate to make Butler his slave.

Elsewhere, Thing and Alicia finally arrived at the Baxter Building. Alicia did not understand why Thing will not talk to her. She thought something was preventing him.

He would probably be just as short with her even if he wasn't under a spell

They were met at the door by Lavinia Forbes. She confronted them about chemical smells in Reed Richards' laboratory and scientific equipment being delivered. However, neither of them spoke to her and simply walked into the elevator leaving the angry Ms. Forbes behind.

In the apartment, Johnny Storm took a shower when the doorbell rang. He called to Reed to get it but the scientist did not answer. Johnny finally got tired and grabbed a towel so he could get the door. He complained how Reed never paid any attention to anything else while in his lab.

Johnny reached the front door and through the peephole saw it was Thing and Sue. He let them in complaining about how they forgot their keys. However, Think took off his trench coat then grabbed Johnny holding him over his head. Johnny claimed that if he wasn't soaking wet he'd light on fire and get him.

Not much suspense when he's in the present scenes

Alicia overheard Johnny and realized Thing's real name. Johnny wondered if that was really his sister. Thing started swinging him around and he called out to Reed about Thing "going bananas." Thing then threw Johnny across the room and into a cabinet.

Thing then broke down the door to Reed's lab. He walked over to Mister Fantastic smashing everything out of his way. Reed asked him to stop and wondered what was wrong. Reed stretched out of the way of Thing's punch and took off his sunglasses. He noticed that Thing's eyes were glassy as though he weren't in control.

Watching his work in action

Mister Fantastic ducked into a ball and bounced over to a large container of liquid. He taunted Thing who charged. Fantastic dodged and Thing broke the container spilling the liquid all over himself. Thing swung some but then collapsed to the ground and Mister Fantastic apologized. He wondered if his formula would work.

Thing stood up and began to glow. His body began to shrink until he was Ben Grimm again. He touched his face noting that it was human again and he was back to normal.

Mister Fantastic explained that it was the new formula he was working on. He didn't say anything because he didn't want to raise Ben's hope. Ben apologized saying he didn't know what he was doing. He suddenly remembered Johnny and the two rushed to him.

They found him on the couch where he woke up to find Ben normal again. He teased Ben that this wasn't an improvement and Ben threatened to hit him.

Things are not as they seem

Alicia spoke up wondering where she was and who they were. Mister Fantastic pointed out the resemblance between her and Sue and Johnny agreed. Ben explained that she was the Puppet Master's step-daughter and she's blind.

Johnny stood and wondered who Puppet Master is and where Sue was taken. Ben told them that the Puppet Master was a "weirdo" and lived in the Village. He explained that this wasn't Alicia's fault.

Meeting the man inside

Alicia got confused because she recognized Ben's voice but not his face. Unfortunately for Ben, he transformed back into Thing tearing apart his clothing.

However, she recognized him then saying he was the same wonderful person. Thing wandered over to a mirror and begrudgingly looked at his rocky facade.

Mister Fantastic once again apologized, this time for the formula not working. He told them that they had to go to get Sue away from a madman.

Johnny lit up to go find Sue. Thing got disgruntled since Human Torch could fly but they would have to take a cab.

On the rooftop, a flying vehicle powers up and lowers itself. Mister Fantastic says he can do better than a taxi. It lowers down to their level and Mister Fantastic introduces them to the Fantasticar.

Beauty and the beast

The two board and Thing waves good bye to Alicia telling her to wait there. Thing flies the new vehicle away.

At the prison, the guards rounded up the prisoners. The warden told the guard Clancy to keep a twenty-four hour lock down and put Slash in solitary. Suddenly the voice of Puppet Master echoed to Butler.

Clancy asked if the warden was okay. Butler walked away and Diane reports on his strange behavior. He walks away rambling about freeing the prisoners.

So many better uses for mind control

The zombie-like Warden pulled a control device out of his jacket and pressed the button. Clancy tried to stop him, but Diane noted how the gates were letting the prisoners out.

The energy fields on the gate dropped and the prisoners ran out.

In his home, Puppet Master commanded his puppets to take the warden hostage while playing with marionettes.

Slash ordered is friends to put the warden in the main cell block. The prisoners carried the man into his own jail.

Puppet Master was pleased that he could negotiate for the things he wanted.

As the prisoners carried the warden to his cell Slash used a gun to open one of the cells releasing more prisoners. Diane reported on how more guards surrounded the prison but the warden was held hostage.

The puppet master at work

In his home, Master gleefully played with his dolls.

Unbeknownst to him, Sue was awake and trying to get out. She lamented how Reed could get out easily but she couldn't. She made her way over to a dresser and found the keys. She picked them up with her mouth and opened the lock.

Using her wits

She removed the chains, stood, and turned invisible. She walked down a set of stairs.

A back up plan for everything

Puppet Master listened to Diane report that Slash appointed himself chief negotiator. Just then he heard something and turned to see Sue gone. He walked over to his kitchen and opened a cupboard revealing several more dolls, four of which were the Fantastic Four, noting that he was ready for an escape attempt. He grabbed the Invisible Woman and twisted it around.

Didn't get very far

Elsewhere, Sue fell down and became visible again. She claimed the force of the fall shocked her into becoming visible again. Puppet Master walked up to her saying how useless it is to resist him.

Above the city, the Fantasticar approached Sullivan Street. Mister Fantastic hoped they were not too late.

The Fantasticar and Human Torch landed and Torch found the house based on the number Alicia told them. Thing jumped out crumbling the road underneath him and Fantastic stretched down.

Frozen in his power

They ran into the building, while Mister Fantastic stretched through, and Thing punched the door down. They reached a set of stairs and found Master holding Sue hostage at the top.

She couldn't run because he was controlling her. Puppet Master explained he had one for each of them. Thing claimed he's had "something" for him and marched up the stairs.

Mister Fantastic and Human Torch followed but Puppet Master and Sue ran into the door. They found the two cornered in a room. Mister Fantastic claimed there was no escape for him.

Puppet Master said they were the ones who wouldn't escape and laughed. He opened a cabinet and a large robot exited.

He pulled the trunk on an elephant statue so that he and Sue could escape through a secret door.

Saving the day through stretching

The robot punched Thing knocking him into a wall. It grabbed Torch and his flames went out. The robot let him go and Human Torch fell to the ground. The robot raised its arms to smash Torch but Mister Fantastic wrapped himself around it. He told Human Torch to escape while he could still hold it. Human Torch got up and ran away.

Not much of a challenge

Thing spit into his hands and told the robot to say good night. He grabbed its legs as Fantastic leaped away. The robot fell backwards and Thing jumped on it. With the robot destroyed the three continued on after Puppet Master and Sue.

Thing busted the secret door down to see that it lead outside, and that a rocket-powered helicopter was taking off. Puppet Master flew it away with Sue.

Mister Fantastic tried to reach after it but it was too far. Thing stopped him and pointed out Human Torch following it. He called out to her that he was on the way.

Tossed aside as a distraction

Puppet Master angrily threw Sue over the side. She called out to him as she fell. He flew down and grabbed her out of the air.

He dropped her off at the building with the other two and turned his flames off claiming he couldn't follow as it was going too fast. Mister Fantastic thanked him for saving Sue.

Ruining the moment for an important announcement

Mister Fantastic and Sue comforted each other until Thing stopped them. Thing points to the television where Diane was reporting that Slash wanted guns for all the prisoners or the warden would "pay the price."

Mister Fantastic called the Fantasticar. They piled in and it rocketed off towards the prsion.

He thinks he's in charge

At the prison, the prisoners built a bonfire in the yard. Slash told the others that they would not be messed with as long as they had the warden. But to make an insurance police, he told Bull Donavon and Skink Lomas that they knew what to do. His allies nodded in agreement.

Slash thanked the warden, who was still under the spell, for opening the gates. He still rambled on about freeing the prisoners.

Here they come to save the day

Later, Diane continued to report that things had become quiet when she saw the Fantasticar. She recognized them as the ones who saved the man off the 59th Street Bridge the other day.

She kept going until she was surrounded by Bull and Skink. The cameraman was unconscious and the camera on its side. Bull told her that if she cooperated she wouldn't be hurt.

Stakes getting higher

Mister Fantastic saw the reporter taken hostage and claimed that it would not be easy. With the reporter and warden hostage, making a mistake it could cost them their lives.

Back in the present, the telethon's numbers keep going up. Dick thanks the audience saying that it will help a lot of people. He wants to continue the story when he notices that Thing is missing. Gary says that Thing left during the commercial break but hasn't come back.

Thing suddenly comes walking out with a large box. Thing breaks it open to reveal dozens more copies of their book Fan 4. He tells the audience if they want to raise money for education they should sell the most educational thing of all. He claims the book is about him and his three assistants. He orders them to "cough up cash" because he doesn't like deadbeats.

Need to do something to stop these interruptions

Dick stops him saying that the audience has already been generous and if Thing will sit down he will buy the books. Thing agrees and says he has more where that came from.

With that over with, Dick gets Mister Fantastic to continue the story. He says that by the time they reached the prison things had become heated.

In the past, the Fantasticar flew over the prison with Skink and Bull firing into the air at it. Invisible Woman said they had to do something but did not want to risk a full-frontal attack. Thing noted that since Mister Fantastic is smart he should think of something.

First flight of the four

The Fantasticar flew away from the gunfire over to the cliffs on the side. He suggested that they split up. He and Invisible Woman would attack from up high while Thing and Human Torch would attack from below.

The Fantasticar dropped down letting Thing and Torch off at a small ledge. It flew up and away. Thing said it was time to be heroes then punched the cliff. Human Torch melted his way into the wall and Thing followed.

Making an entrance

In the yard, the prisoners have made a huge bonfire and are standing around it. Slash complains about the "plane" that he can no longer see. He hears something below and Human Torch blasts his way from out of the bonfire.

Human Torch grabbed the warden and flew off. Slash ordered the prisoners to "let him have it" and they opened fire.

They should have spread out

Thing then burst his way through the ground and announced his presence. The prisoners saw him, dropped their guns, and fled. Thing grabbed a large metal cage and chased the fleeing prisoners then slammed it down capturing them. Slash shook the bars.

Skink saw this and announced he was in charge now that Slash was captured. Bull didn't like that but Skink hit him in the foot with his gun. He was hit again by the Invisible Woman.

Using their strength against them

She appeared and the two prisoners attacked. She called to her husband then put a force field around her and Diane. Bull and Skink ran after her but hit the barrier and fell down.

Everyone gets a chance to use their powers

Mister Fantastic rose out of a drainage pipe and was fired on by Skink. However, the bullets merely got stuck in his body and Mister Fantastic bounced them back at them. The bullets hit a building behind the two prisoners causing it to collapse. The two tried to run but Fantastic caught them.

Human Torch landed near them and put down the warden. Mister Fantastic noted that they were finished there. Clancy and another guard approached them and took Skink and Bull away as Mister Fantastic retracted his arm.

The day is saved

Bulter apologized saying he must have been temporarily insane. Mister Fantastic assured him that he was under a spell of Puppet Master. The four piled into the Fantasticar and flew away as he promised to bring the villain to justice.

Butler and Diane wave good bye.

Later during a rainy night, Thing stands in a room with various statues including one of himself. He realized that Alicia was a sculptor. He explains that Reed helped him move all her stuff from her step-father's house.

Feeling him for real

Alicia felt his face again asking if moving her was his idea. He denies it saying it was a group decision. He says that Reed has money from his inventions and eventually admits it was his idea.

Alicia says she never met anyone as kind and beautiful as him. He gets flustered and admits she is nice too. He backs away saying he has to go find Puppet Master. He bid her farewell and leaves.

Love at first feel

She repeats his name then goes back to work on his statue, filing away. Lightning strikes outside.

Thing leaves the new home then walks down the street. When he's gone, Puppet Master comes out of a nearby alley. He glares at the superhero as lightning strikes and thunder roars, then walks into the home.

At Puppet Master's former home, several police cars and the Fantasticar waited outside.

The villain losing all his power

Mister Fantastic told the police how he neutralized the last of Master's neurokinetic clay so that it could never again be used to control anyone. Thing walked up and entered the house.

Human Torch thought that Puppet Master could just make more. Thing agreed and mentioned that Alicia could be in trouble. Mister Fantastic got an idea and stepped out the window grabbing Invisible Woman.

Human Torch and Thing asked where he was going. He explains that they are going to Alicia's apartment, theorizing that if Puppet Master left behind clay that she would be the first he would go for.

Human Torch lit up and took flight. Thing climbed in the car and they took off. Invisible Woman called Alicia a poor girl that needed saving from that "geek."

Using her like he uses everyone

Back at her place, Alicia continued to sculpt Thing with a hammer and chisel when she heard the door open and shut. She thought it was Ben but Puppet Master appeared to reveal himself. He claimed she had something he wanted. He pressed a button on the base of the Thing statue to reveal a secret compartment.

He reached into the compartment and pulled out a small doll of himself wearing kingly robes, claiming it was the most powerful puppet of all. Puppet Master wished that Alicia could see it, explaining what it is. He said that it was not what he was then, a wanted man, but what he could be.

Saving the best plan for last

He pulled out a small crown and put it on the doll calling it the true puppet master. He claimed that he would rule the entire world. Alicia recoiled in horror. Puppet Master claimed that since he had tested his powers out he could do anything he wished.

He claimed that once he subjected the world to his puppets that kings, presidents, and armies would do his bidding.

High ambitions

He explained that first he would destroy the United Nations, the White House, and the Pentagon. He said that all power would reside with him alone. He thought of world leaders bowing down before him.

He claimed that since the Fantastic Four defied him they would become his slaves. He though of people standing in the street making way for the four pulling a car with Puppet Master atop it.

It is she who really saves the day

When he snapped out of it Alicia grabbed the doll claiming he was mad and sick. He insulted her and tried to get it back. However, she put up a fight and the two struggled for control of the doll. He claimed that he and the royal puppet were one.

Death of a Puppet Master

Puppet struggled with Alicia but he and the puppet were knocked out the window. The puppet fell to the ground and the crown fell off.

Alicia called out to her step-father and reached around when the Fantasticar arrived. Thing jumped off the vehicle and landed in the window.

Making sure she's safe

He told Alicia that everything was alright and picked her up reassuring her that she was safe. Alicia told him that her step-father went out the window and she heard the glass break.

The other three walked in and Mister Fantastic said there was no sign of him. It seems he vanished from the face of the Earth. Invisible Woman suggests that maybe it's better that way.

Human Torch asked what made the Puppet Master fall. Mister Fantastic suggests a power greater than theirs.

The crown sits alone in the street.

Accomplished their task

Back in the present the telethon numbers reach five million dollars. Dick says that concludes the story of the Fantastic Four. He thanks the audience for their contributions and reminds them that ever dollar spent on education is more than they realize.

Gary thanks the superheroes and says that the four were great guests. He stops when he notices that Thing is missing.

Not letting up

Just then, Thing drags a large crate of their book out from backstage. Dick compliments him on his sales technique. Thing holds up a copy of the book to a nearby audience member who is shaking. Gary agrees as the man throws Thing a wade of cash and takes the book.


"Join back up with the Fantastic Four as their battle against the insidious Puppet Master continues. Now, the Puppet Master has gained control over the thing and over his awesome powers. So watch to see if the team can free their friend from this villain's hold over him."

-Stan Lee's Introduction

"This is Gary Owens welcoming you back to Dick Clark's Scholarship Telethon, with Dick's special guests: the Fantastic Four!"

-Gary Owens, first line of the episode

""Slash" Curtis. A brutish, vicious criminal from the dredges of society. The courts gave you life imprisonment. But you shall serve me well."

-Past Puppet Master

"Welcoming you to the new escape-proof maximum security state prison, built when voters finally approved a construction bond initiate."

-Past Diane

"I say no break out until I get the guard patrols timed."

-Past Slash Curtis

"There's no cause for alarm, Diane. That gate is state of the art."

-Past Lewis Butler, first line

"Say cheese."

-Past Puppet Master taking a photograph

"I must be accurate. But once I make your likeness perfect you too shall be my puppet slave."

-Past Puppet Master

"I don't understand why you won't speak to me. I...I feel that someone, some force, is preventing you."

-Past Alicia Masters

"Just one moment Mr. Grimm, Mrs. Richards. Stop! I must talk to you about the revolting chemical smells coming from Dr. Richards' laboratory. And then there was that huge piece of scientific equipment delivered yesterday. I'm speaking you..." [Thing and Alicia board elevator] "Well. What chic!"

-Past Lavinia Forbes

"Might as well be on Mars when hes' in his lab. Never picks up the phone. Never answers the doorbell. Never."

-Johnny Storm on Reed Richards

"Great. Hey Reed! Sue's back with tall, orange, and gruesome."

-Past Johnny Storm

"Hey Reed, Sue's back with tall, orange, and gruesome."

-Past Johnny Storm

"Ben? Is-is that your name?"

-Past Alicia Masters

"Reed! Reed help! The Thing's gone bananas!"

-Past Johnny Storm

"Sorry Ben. That was the only way to stop you. And now we'll see if my formula works."

-Past Mister Fantastic

"Oh, my head. What's...what's happening? My-my face. It's human. Hey! I'm Ben Grimm again! Hey! I-I-I'm me!"
"It's the formula that I've been working on. I didn't want to tell you. I didn't want to raise your hopes."

-Past Thing/Ben Grimm and Mister Fantastic

"Hey, you're yourself. You're Ben again. Not that it's much of an improvement."
"Oh yeah, how'd you like a knuckle casserole?"

-Past Johnny Storm and Ben Grimm

"Won't somebody tell me where I am? Who you all are?"
"The resemblance is uncanny. But she's not Sue."
"I remember now. She's the Puppet Master's step-daughter."

-Past Alicia Masters and Mister Fantastic

"Your voice. You're the strange, kindly one who came to my step-father's house. But you seem different now."
[Ben Grimm becomes Thing]
"No wait. it is you. Yes, you are the same wonderful person."
"Hmm. Yeah. Wonderful."

-Past Alicia Masters and Thing

"I'm sorry the formula wasn't permanent, Ben. But we've got to move. I can't leave Sue in the hands of a madman."

-Past Mister Fantastic

"Flame on!"

-Past Human Torch, first usage to turn on his flames

"The squirt gets to fly, and we gotta go take a cab."
"I think I can do better than that. I call it: The Fantasticar!"

-Past Thing and Mister Fantastic

"I want a twenty-four hour lockdown, Clancy."
"You got it, warden."
"And put "Slash Curtis" in solitary."

-Past Lewis Butler and Clancy

"Must free all prisoners. Must free all prisoners. Must free them now."

-Past Lewis Butler under mind control

"Warden! You can't do that! No!"
"He's activated the gate controls! What is happening?"

-Past Clancy and Diane

"Yes, "Slash." With [the warden] hostage you can begin to negotiate for the things I want."

-Past Puppet Master

"A legion of guards have surrounded the main cell block. But the rioting prisoners have taken control. And more important, they now hold Warden Lewis G. Butler in their hands."

-Past Diane

"Getting out of this chair would be easy for Reed. But I'll have to do it the old fashioned way."

-Past Sue Richards

"What's this? Did the Invisible Woman think I would be unprepared for an escape attempt? How foolish!"

-Past Puppet Master

"It is useless to resist me. You are my helpless puppet!"

-Past Puppet Master

"Sullivan Street dead ahead. Let's pray we're not too late."

-Past Mister Fantastic

"It's clobberin' time!"

-Past Thing, first use of the catchphrase

"Won't escape."

-Past Robot, recurring line

"I hear ya string beans. Say good night, Gracie."

-Past Thing, quoting Burns and Allen

"Don't ever put me through that again, sweetheart."
"Well, it wasn't fun for me either, darling."

-Past Mister Fantastic and Sue Richards

"Thing's have been quiet since "Slash" Curtis has made his demands, but...What in the world!? It's the Fantastic Flying Torch, the Stretchable Man, and that powerful, incredible Thing. They rescued that jumper off the 59th Street Bridge the other day. They're traveling in some kind of amazing flying vehicle and..."

-Past Diane

"And the total continues to grow. Ladies and gentlemen, your contributes to the Fantastic Four is going to give a lot of great kids the education they deserve and our country needs. Now lets get back to the exciting story of..."

-Dick Clark

"No sweat, Jack. Ol' Blue Eyes is back. I figured that if we're gonna raise a ton of money for education, we gotta sell the most educational stuff of all. He he he. Namely, the adventures of yours truly, and my three assistants. So cough up some cash. Cause I don't like deadbeats. "
"The audience has already been very generous. But if you sit down, I'll buy those books."
"Y-you will? Hey great! And by the way I got plenty more where these came from."
"How nice."

-Thing and Dick Clark

"We've got to make a two-pronged attack. Sue and I will go high while you and Ben go low."
"Okay. What's a prong?"

-Past Mister Fantastic and Thing

"Come on, Matchstick. Let's make like heroes."

-Past Thing

"You rang."

-Past Thing, quoting The Addams Family

"There's nothing like recycling scrap metal to keep the garbage in."

-Past Thing

"I'd say this wraps things up, in every sense of the word."

-Past Mister Fantastic

"Didn't know you were a sculptor. Reed helped me move all your stuff from your grandfather's house."
"Finding a home for me was your idea, wasn't it Ben?"
"Nah. We all decided. I mean, hey, Reed's got some bucks from his inventions. Well...yeah I guess it was."
"I've never met any man as kind and as beautiful as you."
"Ah, well, your kinda nice too. Hey look, I gotta go. I gotta find that Puppet Master and...I gotta go. You take it easy though, okay?"
"Dear Ben. Dear, dear Ben."

-Past Thing and Alicia Masters

"You have something which belongs to me. The most powerful puppet of them all. I wish you could see it, Alicia. It's a small figure of me. Not as I am now, a hunted man. No, it is I as the true puppet master. Ruler of all the world. Now that I have tested my power and know that it works I can do anything I wish. Once I have subjected the entire world to my puppets kings, presidents, and armies will do my bidding. My first official act will be to tear down the United Nations, the White House, the Pentagon. All power will reside only in me. I will be supreme! For that fantastic foursome who defied me, they shall be my slaves. Their humiliation will be my sweetest victory."

-Past Puppet Master

"I and my royal puppet are one!"

-Past Puppet Master, last line

"It's alright, kid. I'm here. You're safe now."
"Oh Ben. He went out the window. I heard the glass breaking."
"There's no sign of him outside. It's as though he vanished from the face of the Earth."
"Perhaps it's better that way."
"What happened, Reed? What made the Puppet Master fall?"
"Perhaps a power great than ours."

-Past Thing, Alicia Masters, Mister Fantastic, Invisible Woman, and Human Torch

"That's the story of the Fantastic Four. And thank you so much for your generous contributions. And remember, every dollar spent on a college education brings more than you could ever count. Thank you. Gary?"
"Dick and I would like to thank you very much. You Four were great guest and uh...there's only three of you."
[Thing forces audience members to buy the book]
"What a fantastic salesman."
"Tell me about it, oh Rich One."

-Dick Clark and Gary Owens


  • In Dick Clark's recap, all the footage up until Alicia wears Sue's outfit is different from the previous episode.
  • The telethon starts off with $3,076,312, the exact number the last episode ended with.
Looks naked, but he really is covered up
  • When Johnny Storm gets out of the shower there are a few frames where it appears he is naked. Actually he is turned to the side enough that his leg blocks his genitals.
  • There's a prison guard named Clancy. Clancy Brown played a prison guard in The Shawshank Redemption, which was released just one day before "The Origin of the Fantastic Four, Part One".
  • There is a building across the street from Puppet Master's house called Bnwik.
  • The telethon numbers seen after the reporter is taken hostage is $3,528,000.
Actual bullets for once
  • One of the few instances in 1990s children-focused animation that weapons use ballistic weaponry instead of censor approved laser weapons.
  • The episode reveals how the Fantastic Four are able to pay for anything. Reed Richard's gets money for his inventions.


  • Mouth movements do not always match the dialogue. At times the character is talking but the mouth is not moving at all. This is a particularly bad episode.
  • Gary Owens asks the Fantastic Four to recap their origins and Thing agrees. But it is Dick Clark and Owens who narrate the sequence.
  • Additionally, this is supposed to be after a brief commercial break following the previous episode making a recap, in-universe, unnecessary.
  • In the brief recap when the four discover their powers they are all in their Fantastic Four uniforms instead of the space suits they had on.
  • Puppet Master's control over others is not very consistent. Thing and Warden Butler act like zombies while Slash Curtis and his friends act normal. Additionally, Thing seems to remember quite a bit during this episode but Butler doesn't seem to remember anything.
  • A news crew would never be allowed to film in a maximum security prison like that.
A bit too easy
  • For a maximum security prison, the prisoners easily get hold of the guards' assault rifles.
  • The warden is looking to the right when talking to the reporter yet the polaroid that comes out shows him facing left.
  • If all Puppet Master needs is a photograph of someone to take control over them, even a photo of television footage, why bother with the prison at all and not someone more powerful like the president?
  • Thing and Alicia Masters leave the Puppet Master's house at night. Moments later, the reporter is at the prison in the middle of the day. Moments after that, Thing and Alicia arrive at the Baxter Building in the pouring rain during the night.
  • Thing's hypnotic state is inconsistent. He is able to return home and ring the doorbell, but not use his own keys. If Puppet Master was controlling all his actions then how'd he know where Thing lived but not how to get in? If Thing was following suggestions how'd he not use the knowledge of Thing's keys?
  • For being soaking wet, Johnny Storm's hair stays perfectly in place.
  • When Thing returns to normal, he shrinks. However, in other episodes, it is shown that as Ben Grimm he is the tallest of the four and as Thing he is the shortest.
Where did the clothes come from?
  • When Thing becomes Ben Grimm again he grows a set of clothes.
  • Alicia Masters should not have been able to recognize Thing's voice through Ben Grimm. She never heard it before. She specifically stated earlier in the episode that he never spoke.
  • While the audience knows it's strange, Warden Butler walking away from Clancy and Diane would not appear suspiciously strange to them.
So many mistakes in one moment
  • The shot of Thing looking into the mirror after turning back is full of mistakes.
    • Thing's finger disappears as though it's supposed to go behind it.
    • It looks like a shot of the Earth behind the mirror but it continues into the mirror image.
    • Thing's brow is a different size and shape in the mirror.
  • Throughout the episodes, the Fantasticar alternates between six and seven jet exhausts.
  • Why would the Puppet Master get one puppet to take another hostage? Why not just command the second puppet to be his hostage?
  • The news seems to have cameras broadcasting live from everywhere in the prison.
  • Why would Puppet Master have to negotiate for the things he wants instead of controlling the people who have them?
  • Invisible Woman wasn't wearing earrings but as Sue she is.
  • The lock is not actually shown opening when Sue unlocks it.
  • When taking off the chains, they are not loops and they stay rigid.
  • The design of Sullivan Street and Puppet Master's house is completely different from the previous episode. There, it was a Victorian style home while in this episode it is more like a condo building.
  • The layout of Puppet Master's house is very inconsistent.
Too many legs
  • The elephant statue apparently has six legs.
  • Human Torch's flames go out just by being grabbed by the robot.
  • When Puppet Master and Sue Richards go through the secret door it leads to a hallway. When Thing smashes it down it leads right directly outside.
  • While Human Torch flies after Puppet Master, there is a definite line in the city animation where it repeats.
Looks like they're not even trying
  • There is no tunnel in the rock near the prison. It is simply a tunnel entrance painted on the rocky background. It is quite obvious considering that the inside of the tunnel is lighted and painted just like that area before the tunnel was created.
  • When Thing chases Slash and other prisoners with a cage, they all run in the same direction and don't even think about spreading out.
  • After saving the prison, Mister Fantastic steps into one of the Fantasticar's turbines.
  • When Thing approaches Puppet Master's home at the end it is pouring rain. But in the next shot when he enters the home it has stopped.
  • It was a dark and stormy night until Mister Fantastic leaves the Puppet Master's home when it looks like a clear sunrise.
  • Puppet Master's mouth isn't moving during his struggle with Alicia yet he is speaking.
  • Alicia Masters heard glass breaking when Puppet Master fell to his death. When? The window was open.
  • The dollar sign disappears at the end of the telethon.



Main Actor Role(s)
Beau Weaver Reed Richards/Mr. Fantastic
Warden Butler
Lori Alan Sue Richards/Invisible Woman
Chuck McCann Ben Grimm/The Thing
Guard Clancy
Brian Austin Green Johnny Storm/The Human Torch
Dick Clark Himself
Gary Owens Himself
Neil Ross The Puppet Master
Pauline Lomas Alicia Masters
Joan Lee Miss Forbes
Gina Tuttle Woman TV Reporter
Jim Cummings Slash Curtis
Bull Donavon
Skink Lomas


The episode is largely based off of Fantastic Four #8, which featured Puppet Master for the first time. The episode is a mostly direct adaptation with minor changes.

Puppet Master mentions that Alicia's mother ran away from him in fear and loathing. In the comics, Phillip Masters' wife died, which was actually the catalyst that started his strange experiments with clay.

His powers are vastly increased

In the comics, Puppet Master's powers are limited to controlling one person at a time and only at a certain distance. In this episode he does not seem to have that limitation.

Of the three prisoners, only Slash's last name is used in the episode. Bull's and Skink's are revealed in the credits.

Aired on October 1st, 1994, the same day as Iron Man's "Rejoice! I Am Ultimo, Thy Deliverer".

This episode was published in comic format as Marvel Action Hour: Fantastic Four #2.


Was the framing device really necessary?

"Stu" of Marvel Animation Age felt the episode wasn't bad as an opener but was barely worth watching as it was continuing the same stupid things as the previous episode. He didn't think Puppet Master was an especially good villain but did better than some of the other villains on the show. He liked Neil Ross as he did an excellent job in all the roles he did, and thought Ross was the only one trying. He didn't think there was any personality in any of the villains. He didn't think the prison fight was bad but felt it was too short and didn't give them a chance to show off their powers. He thought the entire first season failed to show off their powers in interesting ways. He felt the death of Puppet Master was bizarre with him accidentally going out the window. He also thought Invisible Woman's line about being "best this way" was inappropriate given how Alicia should have heard her. "What kind of person says something like that?! Oddly enough, The Puppet Master was never mentioned again. I think a follow up to this episode could've been very interesting to see in the second season, but they never got around to it. In a show filled with terrible villains, The Puppet Master was probably one of the better ones this season. Two episodes in for Fantastic Four and things weren’t looking pretty. Sadly, the show only got worse."

The episode has rating of 7.7 on TV.com and 6.6 on the Internet Movie Database.

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