Adventure Time Wiki
Adventure Time Wiki

"Memory of a Memory" is the third episode in the third season of Adventure Time. It's the fifty-fifth episode overall.


Finn and Jake enter Marceline's mind to awaken her from a sleep spell she had cast on herself, without knowing that they are being tricked by a person from her past.


Finn and Jake are running through a lake with an armless, rag-clothed wizard on Jake's shoulder. Jake asks Finn why he is running so hard, when the Rag Wizard claims that Marceline is in trouble, and they quicken their pace. Jake asks the wizard how he knows Marceline as they enter the cave where her house is situated, and he claims to be her "spirit animal."

When they eventually get to Marceline's house, they find Marceline unconscious on the ground. The Rag Wizard tells Finn and Jake that Marceline accidentally placed a sleep spell on herself and they must find her Memory Core or else she will sleep forever. The wizard claims that he cannot help Marceline himself because he has no arms, and going inside someone's memory can be dangerous. Then, he uses his foot to touch Finn's forehead (which he calls his "thing"), and tells him that his forehead will glow as he gets closer to the memory core. The Rag Wizard then gives them a satchel full of Sleep Powder and tells them to use it on themselves, which they do, and fall asleep almost at once, but not before being warned about the consequences of their failure.

When Finn and Jake supposedly wake up right back where they started, they find themselves in a memory of Marceline as a child in a ruinous city (Obviously after the Great Mushroom War), repairing her teddy bear, Hambo. Marceline points them to the cellar door on a house, claiming that it might lead to the memory core, as the two phrases sound similar. The duo go through the cellar door which leads to a brief memory of Marceline at her house, picking her nose and wiping it on the couch. Traveling further, Finn and Jake then find themselves in another memory where Hunson Abadeer is eating her fries and Finn whispers to him warningly, "Yo, man... Don't eat those," knowing of Marceline's "fry breakdown" in the future, leading to the "Fry Song."

Finn and Jake soon find a memory where Marceline and her boyfriend, Ash, are moving into their tree house, and Ash conjures a rose with a happy face that says sweetly, "Marcewine... I wuv... I wuv!" Marceline greatly appreciates this gesture and kisses Ash on the cheek, and he blushes deeply. Confused, Finn and Jake wander into a memory where Ash reveals he sold Marceline's beloved teddy bear Hambo to Maja for a new cherry blossom wand, then insults Marceline by conjuring a ghost from the wand that sings, "You're not a genius, you're not a genius..."

Marceline is furious at Ash for selling her most cherished possession. She is obviously furious for her cheeks are shown as slightly pink and has tears in her eyes. (This may be due to it being given to her from Simon Petrikov)  "You're a psycho jerk and you ruin my life!" Ash pleads with Marceline, but Marceline screams, "It's over, you psycho!" After this, Finn and Jake slip through a glowing crack in the floor; after playing "hot-cold" with Finn's glowing forehead, they finally find the orb of the spell.

The two wake up to find that Rag Wizard actually does have arms, and takes the physical manifestation of Marceline's memory encased in a bubble from them before they awaken fully. His job done, the Rag Wizard wakes Marceline up with an awakening spell (Which may mean that he lied about Marceline accidentally putting herself to sleep). Marceline appears fine, and when Finn and Jake tell them about what happened to her, indicating that their wizard friend helped out, Marceline states that the wizard is not her friend, but her boyfriend Ash, having no memory of their breakup whatsoever. When Marceline leaves the room Ash then reveals his plan: He used Finn and Jake to find the memory core, so he could destroy the memory of his and Marceline's break up, not the memory of a sleep spell (He was the one who put Marceline to sleep). Upon destroying the memory, Ash then takes Marceline back to his house.

Finn and Jake follow them to his house where Jake provides a distraction by banging a shovel against a shed, but the shed is actually a Tiny Goblin's house. The Tiny Goblin immediately panics, mistaking Jake for a monster. Jake realizes his mistake and tries to calm the Tiny Goblin, but the Tiny Goblin keeps screaming for help, attracting the attention of Ash, who thinks sees Jake near the Tiny Goblin and chases Jake, being on the warpath against Jake while trying to protect the little neighbor. Having effectively drawn Ash away from the house, Finn breaks in via the chimney and finds Marceline inside, who warns Finn to leave, as Ash does not like her hanging out with "mere mortals." Finn agrees to leave, but first shows Marceline some of the sleep powder still in his possession, and blows it into her face, sending her into Finn's memory. Looking through a crack in an open door, Marceline witnesses a chubby baby Finn singing a song to himself in Joshua and Margaret's house. Current Finn finds her and reveals his own memory of viewing Marceline's break up memory to her.

Disheartened at her remembrance, Marceline and Finn wake up and go outside, just as Ash emerges from the nearby woods. Ash tells Marceline not to be with Finn and orders Marceline into the kitchen to make him a turkey sandwich with tomatoes and pickles, only to be kicked in the crotch and several times in the head by Marceline, jumped on by Finn and crushed underneath Jake's giant foot.


Major characters

Minor characters

Mentioned or pictured

  • Maja (Indirect mention only)
  • Mrs. Cow (title card only)
  • Joshua (pictured)
  • Margaret (pictured)
  • Jermaine (pictured)
  • Finn and Jake's unnamed and unmentioned extended family (pictured)




  • In the title card it shows Marceline sleeping on her bed, but in the episode "Marceline's Closet," Marceline floats above her bed. This could indicate that Marceline sleeps both ways depending on her mood.
  • Marceline is seen with messy hair when Finn and Jake are hanging on the fridge door, but her hair smooths out when Jake bites an apple he got from the fridge. Being that she is a shapeshifter, she could have simply used her powers to quickly fix her appearance.
  • On the title card Jake has no ears.
  • In Finn's memory of his old house, a picture is seen showing Margaret and many other dogs. This may mean that Finn and Jake may have (or had if they are still alive) more siblings other than Jermaine.
  • Towards the end of the episode, Jake is drawn with his season 1 design; this doesn't happen again until Shh!
  • Its unknown how marceline fell asleep, however it’s implied ash did it.

Episode connections

  • Marceline's father appears briefly eating Marceline's fries, which is the event that sparked the bitterness between the two and the song Marceline sang in "It Came from the Nightosphere."
  • The title card shows Mrs. Cow (previously seen in "Storytelling") and she is not wearing the bag that covers her udder. Also, either her udder has two PHIL FACES or here it appears on the other side of it, which was first seen in this episode.
  • In one of the memories, Marceline and Ash are seen lifting a sofa in the Tree Fort which confirms her statement from "Evicted!" about how the tree was previously hers.
    • Furthermore, the couch Marceline and Ash drop when they move into the Tree Fort and the couch Marceline sits on at Ash's house are identical.
  • The first flashback in this episode takes place some time after the events in the final flashback of "I Remember You" and also after the events of "Simon & Marcy." By this time, Marceline is a older with longer hair and her toy, Hambo (which was brand new when Simon Petrikov gave it to her, and remained in decent shape later in their travels), is faded, torn and worn down with its eye falling off.
  • In one of the flashbacks, Ash says he traded Hambo to a witch for his wand due to its magical potency. This foreshadows the events of the episode "Sky Witch."
  • Marceline's faded clothes are also interesting as it can be seen that she may have had to eat the red of her clothes and precious bear can be as asign of the harshness that she had to endure.
  • The vulnerability of young Marceline in the post mushroom war period is seen in the flashback episodes "I Remember You," "Simon & Marcy," and this one, and can be indicative that Marceline has not always been immortal.
  • Finn and Jake's first house, which is shown in Finn's memory, is revisited by them in "Jermaine".

Cultural references

  • Jake's massive foot crushing Ash at the end of the episode is a reference to British TV show Monty Python's Flying Circus, where sketches would abruptly end with a massive weight or object falling from the sky flattening someone or something. The "giant foot" is notable for being the object that ends the opening sequence of every Monty Python introduction, animated by Terry Gilliam.
  • Parts of this episode, particularly the way that Finn and Jake travel through Marceline's memories, was influenced by the work of Charlie Kaufman, specifically Eternal Sunshine of the Spotless Mind.[1]
  • This episode is acknowledged as being Inception-like by Frederator Studios.[2]
  • Ash's haircut is a Devilock, a haircut made popular by the band Misfits.

Storyline analysis

For more information on how the scenes in this episode relate to Marceline's history, see Marceline/Analysis of Marceline's origin
  • When Finn and Jake enter the first memory, the burning ruins of a city in the background and the derelict tank around Marceline are evidence that the Mushroom War occurred relatively recently or was going on at that time.

Production notes

  • This episode was previously titled "Marceline's Mind."[3]
  • In a storyboard scene cut from the final production, when the Rag Wizard said they had to look inside Marceline's mind, Finn was initially going to cut open her head to look at her brain.


  • When Ash gives Finn and Jake the magic potion in the pouch, he still has it in the next scene.
  • Finn, Jake, and Ash disguised as the wizard use the second door to enter Marceline's house, but it is shown as if they had used the main door. Also, the door changes color when Finn opens it.
  • When Ash and Marceline fly out of the cave, it is daytime outside. But when Finn says he took her, it is nighttime.
  • Before Finn and Marceline were on Ash's porch there was no teapot with a plant and beehive.
  • When Finn and Marceline are on the porch, the tires and bottles are gone from the outside of the goblin's house, and the broken roof is on the opposite side.
  • When Ash tells Marceline to go to the kitchen he is standing in front of the goblin's house but when he is kicked he is in front of the stump.
  • When Marceline was transferred into Finn's memories, her fangs were blunt for a few seconds after the yellow cloud disappeared.
  • In Finn's old house, the tiles of the bathroom from the outside are blue, yet from the inside they are larger and greenish in color.
  • When Finn first falls and hangs horizontally out of the fridge inside Marceline's memory, Marceline has bite marks near the middle of her throat. However, she has no bite marks when the scene zooms out to show the whole kitchen and when it shifts to a close-up of her inside the living room. They are also missing when Finn and Jake drop through the next door.
  • When Ash's house is seen in full for the second time, the design of the door is slightly different – going from a squared pattern to a criss-crossed pattern and gaining a middle bar and wood on the bottom.



This episode was censored in some countries. See Censorship of Adventure Time for more information.


Production art

Background art


Storyboard panels

See Full Storyboard