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

While appearing on Dick Clark's telethon, the Fantastic Four continue to tell the story of their origins. 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.


Looks like Ben is about as annoyed with this as the real life audience

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

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.

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 a female reporter named Diane explained to her audience how the escape-proof prison was finally built.

So this is how easy it is to take over a prison?

In the yard below Slash was talking to his two friends telling them not to break out until he could memorize the guard's routine. Suddenly he could hear the voice of Master. 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 Master's head appeared pleased.

The reporter explained the events until the warden Lewis Butler walked up.

While he's on the news Master took a photograph of the warden. He taped it to a board next to another photograph. He began sculpting a doll out of the warden claiming he would make Butler his slave.

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

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, they both did not speak 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 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 peep hole saw it was Thing and Sue. He let them in complaining about how they forgot their keys. However, Think took off his trench coat and then grabbed Johnny and held him over his head. Johnny claimed that if he wasn't soaking wet he'd light on fire and get him.

File:Mind Controlled Thing Attacks Johnny.jpg

Of course since it is a flashback it's not like we won't think Johnny isn't going to survive

Alicia overheard Johnny and realized Thing's real name. Thing then threw Johnny across the room and into a cabinet. Before he was knocked out, Johnny called to Reed.

The Thing then broke down the door to Reed's lab. Thing walked over to Mister Fantastic smashing everything out of his way. 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.

File:Thing Cure.jpg

Thing tries the experimental cure

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 suddenly collapsed to the ground and Fantastic apologized.

Thing stood up and began to glow. His body began to shrink until he was Ben Grimm again. 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 and Ben teased each other when Alicia spoke up wondering where she was and who they were.

Fantastic pointed out the resemblance between her and Sue and Johnny agreed. Ben pointed out that she was the Puppet Master's step-daughter. Johnny stood and wondered who Master is and where Sue was taken. Ben told them how Master used magic and lived in the Village.

Alicia meets Ben for the first time, but not the last

Alicia got confused because she recognized Ben's voice but not his face. However, she recognized him when he turned back into the Thing. Ben wandered over to a mirror and begrudgingly looked at his rocky facade. Fantastic once again apologized, this time for the formula not working.

Johnny lit up to go find Sue. Thing thought they would have to take a taxi but Fantastic called down the Fantasticar from the roof to meet them at the window. Thing waved good bye to Alicia and flew the craft away.

At the prison, the guards rounded up the prisoners. The warden told the guard Clancy to keep a twenty-four hour lock down. Suddenly the voice of Puppet Master echoed to Butler. Butler walked away and Diane reports on his strange behavior.

Maybe he's just being really nice

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. Master commanded his puppets to take the warden hostage. Slash ordered is friends to put the warden in the main cell block. 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.

In his home, Master gleefully played with his dolls. Unknown 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.

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

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. He grabbed the Invisible Woman and twisted it around.

File:Puppet Master Recaptures Sue.jpg

It's like completing a collection

Elsewhere, Sue fell down and became visible again. Master walked up to her saying how useless it is to resist him.

Above the city the Fantasticar approached Sullivan Street. The Fantasticar and Human Torch landed and Torch found the house. Thing jumped out and Fantastic stretched down. They ran into the building, while Fantastic stretched, 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. The three make their way up the stairs but Master and Sue run into the door. They found the two cornered in a room. Master opened a cabinet and a large robot exited saying that the three would not escape.

Master pulled the trunk on an elephant statue and he and Sue escaped through a secret door.

The robot punched Thing knocking him into a wall. It grabbed Torch and his flames went out. The robot let him go and Torch fell to the ground. The robot raised its arms to smash Torch but Fantastic wrapped himself around it.

There will always be bigger, better robots for Thing to clobber

Torch got up and ran away. Thing 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 Master and Sue.

Thing busted the secret door down to see that it lead outside, and that a helicopter was taking off. Fantastic tried to reach after it but it was too far. Thing stopped him and pointed out Torch following it. Master angrily threw Sue over the side and Torched dipped down to save her.

He dropped her off at the building with the other two and turned his flames off claiming he couldn't follow. Fantastic and Sue comforted each other until Thing stopped them. Thing points to the television where Diane was reporting that Slash wanted guns or else he would kill the warden. Fantastic called the Fantasticar and they pilled in and took off to the prison.

At the prison, the prisoners built a bonfire. Slash told the others that they would not be messed with as long as they had the warden. But to make sure he told "Bull" Donavon and "Skink" Lomas to make an insurance policy. Slash thanked the warden who was still under the spell.

Here comes the calvary

Diane continued to report on the riot when she saw the Fantasticar. She recognized them as the ones who saved the man off the Queensboro Bridge the other day. She kept going until she was surrounded by Bull and Skink.

Fantastic saw the reporter taken hostage and claimed that it would not be easy. With the reporter and warden hostage, if they made 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 interrupts for about the 1000th time

Thing suddenly comes walking out with a large box. Thing breaks it open to reveal dozens more Fan 4. He tells the audience that they're the most educational thing and to keep buying them. Dick stops him saying that 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 Fantastic to continue the story.

In the past, the Fantasticar flew over the prison with the prisoners firing into the air at it. Fantastic wouldn't risk a full-frontal attack so he suggests they split up. He and Invisible Woman would attack from above while Thing and Torch would attack from the ground.

The Fantasticar dropped down and let Thing and Torch off at a small ledge while it flew up and away. Thing punched a hole in the side of the rock while Torch burned a tunnel in.

File:Johnny Emerges From Bonfire.jpg

What an entrance

At the bonfire, Slash could no longer see the Fantasticar. He looked down just as Torch blasted his way through the rock and fire. Torch grabbed the warden and flew away.

The prisoners fired their guns but then Thing jumped out and attacked them. Thing grabbed a large metal cage and chased the fleeing prisoners until he captured them all.

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 but the Invisible Woman. She appeared then put a force field around her and Diane. Bull and Skink ran after her but hit the barrier and fell down.

Shooting a man made of rubber is like shooting a man with an adamantium skeleton

Fantastic rose out of a drainage pipe and was fired on by Skink. However, the bullets merely got stuck in his body and 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.

Torch landed near them and put down the warden. Clancy and another guard approached them and took Skink and Bull away. Bulter apologized saying he didn't know what was happening. Fantastic assured him that he was under a spell. The four piled into the Fantasticar and flew away.

File:Thing Alicia Statue.jpg

Alicia sure does get to work quickly

Later during a rainy night, Thing finished moving Alicia into a new place where he discovered that she is a sculptor. He looked on at a sculpture of him that she had done. After she questioned him Thing admitted that moving her out of Puppet Master's house was his idea. However, he soon left saying he had to find her step-father.

As Thing left in the pouring rain, Puppet Master stepped out from an alley and walked up Alicia's door.

At Master's former home, several police cars and the Fantasticar waited outside. Fantastic told the police how he neutralized the last of Master's neurokinetic clay. Thing walked up and entered the house. But Torch thought that Master could just make more. Thing mentioned that Alicia could be in trouble and Fantastic got an idea. He stepped out the window and grabbed Woman.

Fantastic and Woman enter the Fantasticar. Fantastic claimed that Alicia would be the first Master would go after. Torch lit up and Ben hoped in the hovering vehicle. The Fantasticar flew away into the night.

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

The closer you get to the sun...

He reached into the compartment and pulled out a small doll of himself wearing kingly robes. He pulled out a small crown and put it on the doll. He claimed that it was not who he was then, but who he would become, the ruler of the world.

Since he had tested the clay out he intended to use it to control world leaders. His first act would be to destroy the United Nations, White House, and Pentagon. He would take all the power in the world. He imagined the buildings being destroyed, leaders bowing to him, and the Fantastic Four parading through the streets for him.

...The farther you have to fall.

When he snapped out of it Alicia had the doll. He tried to get it back but had to be careful with it. He 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 when the Fantasticar arrived.

Thing jumped off the vehicle and landed in the window. Alicia told him that Master went out the window. However, when Fantastic comes in he told her that there's no sign of him outside, as though he simply vanished from the face of the Earth. When questioned he suggested a power greater than themselves.

Back in the present the telethon numbers reach five million dollars. Dick Clark thanks the audience for their contributions. Gary Owens thanks the Fantastic Four for being there, until he notices that Thing is once again missing.

Sure is persistent

Thing comes from back stage dragging another box with him. Dick compliments Thing on his salesmanship as he forces members of the audience to buy more of the their book.


"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

"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...Well. What chic!"

-Past Lavinia Forbes

"Great. 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 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

"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."
"What a fantastic salesman."
"Tell me about it, oh Rich One."

-Dick Clark and Gary Owens


Looks like the censors missed something

  • This episode was published in comic format in Marvel Action Hour: Fantastic Four #2.
  • The telethon starts off with $3,076,312, the exact number the last episode ended with.
  • The footage in space and when they discover their powers are entirely original. The rest are reused footage.
  • When Johnny Storm gets out of the shower there are a few frames where nothing his covering his genitals. Of course, for television there are no genitals drawn, it just appears blank.
  • The telethon numbers seen after the reporter is taken hostage is $3,528,000.
  • The episode reveals how the Fantastic Four are able to pay for anything. Reed Richard's gets money for his inventions.
  • Aired the same day as Iron Man's "Rejoice! I Am Ultimo, Thy Deliverer".


  • 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 that narrate the sequence.
  • 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 his episode but Butler can't seem to remember anything.
  • A news crew would not be allowed to film in a maximum security prison like that.
  • For a maximum security prison, the prisoners easily get ahold of the guards' assault rifles.
  • 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.
  • 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.

Shouldn't he be wearing only blue and white underwear?

  • 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 so strange to them.
  • Why would the Puppet Master get one puppet to take another hostage? Why not just command the second puppet to be his hostage?
  • Why would Puppet Master have to negotiate for the things he wants instead of controlling the people who have them?
  • 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 outside.

What lazy animation

  • 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 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.
  • Alicia Masters is never actually shown getting Puppet Master's own puppet. After his little dream sequence she simply has it from him.
  • 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.


  • Thing falls in love with Alicia Masters. This would continue throughout the series.
  • Thing briefly turns back into Ben Grimm in the episode. He would do so again in "And a Blind Man Shall Lead Them" and Spider-Man's "Doom". Both because of Doctor Doom.
  • Last appearance of Dick Clark and Gary Owens.
  • Last appearance of the Puppet Master


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.

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.

Jim Cummings played Slash Curtis, Bull Donavon, and Skink Lomas. He also played President Bill Clinton, MODOK, Century, Grey Gargoyle, E.L.F., Shocker, Man-Spider, and Chameleon in the MAU and Crusher Hogan on The Spectacular Spider-Man.

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


"Stu" of Marvel Animation Age said the episode wasn't as bad as the first but was still barely worth watching. He found the book idea stupid and thought Ms. Forbes was incredibly annoying. He didn't find Puppet Master that good of a villain but said he seemed better than some of the other villains in this season. He did like Neil Ross, who also voiced Norman Osborn/Green Goblin on Spider-Man, in the roll. Though he voiced many villains in the series he was always good in them and seemed like the only actor trying. He wished the prison riot lasted longer so they could show how diverse the teams' powers are. He thought Puppet Master's demise was odd and didn't like Invisible Woman's line right after thinking that it was rude of her to say. He wished there was a follow up episode featuring Puppet Master again. "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 an 8.0 Great on TV.com.

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