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"Mr. F"
Directors: Arlene Sanford — Writer: Richard Day & Jim Vallely — Aired: November 7, 2005 — Icon-image      

"Mr. F" is the fifth episode of Arrested Development's third season.

Moles underground alert the Bluths to a mole in their company; Tobias mistakes a CIA agent for a theatrical one.


Michael Bluth sneaks out of work to see a British film, Love, Indubitably, with Rita, his English girlfriend. Afterwards, they come upon a toy store, and Rita tells Michael he should buy a train set for George Michael for his birthday. Michael, however, has already purchased George Michael’s big birthday gift: a Jack Welch suit and a copy of Quicken. Although he cannot tear himself away from Rita, Michael feels that he has been neglecting his job. In an effort to compromise, he and Rita go to one of the Bluth Company's development properties, to see if the land is ready to be built on. It isn't. When Michael and Rita climb up the hill, the ground gives out beneath them, and Michael realizes that he may have a mole problem.

Rita returns home, where she is questioned by the man she is working with, as to why she hadn't been at the school that day. He tells Rita that they are there to learn, not fall in love. Rita tells him that she is tired of his orders, and that she can't help falling in love. He shows her a gold star, and reminds her of the oath she had taken in order to receive it. Michael returns home as well, only to find Tobias on the floor. It seems as though getting 4,000 hair plugs in one sitting is beginning to take a toll on Tobias's health. He is also exhausted from the time he has been spending at the gym with his friend, Frank. Frank is an agent that wants to work with Tobias. Frank actually works for the CIA, but Tobias thinks he works for CAA, a talent agency.

Michael tells Tobias that he needs to focus less on himself and more on his daughter, because her grades are terrible. In fact, Maeby has already received her first “F”, but not from school. "Love Indubitably", a film Maeby has overseen while working as a studio executive receives an "F" from Entertainment Weekly and is losing money. Maeby’s solution is to change the "Hell Tunnel" on the studio tour to the "Tunnel of Love Indubitably". Lindsay, also in the room, scoffs at Michael’s criticism because she feels he has been ignoring the family since Rita came into his life.

When Michael returns to the office, Lucille, G.O.B., Buster and George's surrogate, Larry Mittleman, are in the board room waiting for him. The family has a meeting with their attorney, Bob Loblaw, who explains that the Japanese investors have heard about the mole problem and are coming to check out the development property. As a way to fool the investors, G.O.B. suggests building a tiny model town, like in the Godzilla movies, and then show it to the Japanese investors, as if it were far away. Bob warns the family that no money should be transferred, as it will constitute fraud. George agrees, and tells everyone that life isn't a Japanese movie where the hero puts on jet pants, like Astroboy, and saves the day. But it does give him an idea how to escape the penthouse, so he tells G.O.B to expect a package to be delivered to the model home.

Bob, concerned about how the Japanese were alerted, warns Michael that the family might have a "mole", or a spy. He tells them that the "mole" may be someone British. The family immediately suspects Rita, but Michael denies telling her anything. Bob says his informants tell him the spy goes by "Mr. F". Upset with his family for thinking he spends too much time with Rita, Michael storms out, calls Rita, and the two make plans to go to the "Tunnel of Love Indubitably" the next day.

Before Michael leaves for his date with Rita, he tells his son he has a fun new birthday present for him. Soon after, Larry arrives at the model home to pick up the package George had shipped there. But the package at the front door is not the jetpack George had ordered, but the train set Michael had gotten for his son. George figures the Japanese website he ordered from has screwed up the delivery, and decides to soothe his anger with an ice cream sandwich. When G.O.B. arrives, he sees Larry with the box and opens it. He assumes that George has gone along with his "tiny town" idea. Meanwhile, George has dropped his ice cream sandwich between the refrigerator and the counter. When he pulls out the fridge to retrieve it, he finds a way to escape the penthouse through an air duct. Buster, seeing the refrigerator out of place, pushes it back against the wall, and inadvertently traps George between the walls of the penthouse. Buster goes to his parents' bedroom, where he finds the radio George uses to communicate with Larry. On the TV screen, G.O.B. asks his father if he wants to build the "tiny town" with him. Buster, looking to spend some quality time with G.O.B, plays the part of George, and agrees.

Meanwhile, Tobias meets up with Frank. Frank needs Tobias to be a "mole" when the Japanese investors arrive to inspect the development property. Later, while Michael and Rita are on the Tantamount Studios tour, George Michael calls to say that he isn't sure if he should use the gift that has arrived for him. Michael assures him that it is okay, but he thinks George Michael is talking about a train set, not the jetpack that George had ordered for his next escape attempt.

Soon, the studio tour arrives at the "Tunnel of Love Indubitably". A voice tells the passengers to grab the hand of somebody they love, so Michael grabs Rita's hand and notices her bracelet is engraved "MR F". He asked her who "Mr. F" is, but Rita begins to change the subject. Michael turns around to see the man who had threatened him after his visit to Wee Britain and assumes he is "Mr. F". Rita tells him that the man is her uncle, and he wants Michael out of the picture. As Rita's Uncle Trevor tries to board the train, Michael throws him into a small pool. Michael, figuring Rita is a spy, tells her their relationship is over.

A few minutes later, Maeby receives a call that someone has already been injured in the "Tunnel of Love Indubitably", and her career as a studio executive almost comes to an end when Michael sees her. Fortunately for Maeby, Michael is too enraged after finding out Rita is a spy to care why Maeby is at the studio. George Michael, meanwhile, is trying to figure out how to use the jetpack by using the instructional DVD it came with. Although it is in Japanese, George Michael can gather that the jetpack is extremely dangerous.

In the model home's garage, G.O.B. and Larry are working on their "tiny town". Outside, Frank is wiring Tobias for the meeting with the Japanese investors. And Michael is on the phone with Bob Loblaw about Rita, whom he wants deported as soon as possible. Bob reminds Michael to make sure that his family do not deceive the Japanese investors, or else they can all end up in prison. But Michael does not get there in time. G.O.B. has already lined up the investors and opens the curtains to reveal his "tiny town". Surprisingly, it looks pretty good, and the investors are pleased. Michael wants G.O.B. to close the curtains and not accept any money from the investors. But before G.O.B. can, Tobias, dressed in a mole costume, walks over the hill and begins smashing the tiny houses. Within seconds, George Michael, strapped into the jet pack, swoops out of the sky and knocks Tobias over. The investors storm out, and are never heard from again. When the family walk out to see what is going on, there is high pitch feedback coming from Larry's microphone due to Tobias being wired. Tobias admits that his friend, Frank, wanted him to be a mole. Suddenly, it all makes sense to Michael: Tobias Fünke is Mr. F, not Rita. He has to go find her so he can apologize. G.O.B. tells his father through the surrogate that he had the time of his life building the town, but Buster, still playing the part of George, slips up and reveals himself.

Michael goes to Rita's apartment, where she is packing. The police have been called on Rita and her uncle, so they have to return to England. Michael, feeling guilty, asks Rita to marry him so she can stay and get her green card. She leaves a note for her uncle, grabs the gold star she had been promised, and rushes off with Michael. Meanwhile, the CIA agents are looking at the file they have on Rita. It is marked "MR F", the acronym for "mentally retarded female." We then see Rita unwrap the gold star and eat the chocolate center.


  • John Viener as Frank
  • Jason Sims-Prewitt as Jay
  • Saemi Nakamura as Japanese hostess
  • Toshi Toda as Japanese businessman #1
  • Mio Takada as Japanese businessman #2

Recurring themes[]


  • British-ish - G.O.B. says Rita is "British-ish" when they discover the mole is probably British. This could be a reference in jest because of the fact that Charlize Theron, who plays her, is South African.
  • Astroboy - George tells the family that, "Life is not some cheesy Japanese movie where the hero pulls on a pair of jet pants and flies off the balcony like AstroBoy."
  • Being John Malkovich - The subplot of George stuck in the walls and Buster pretending to be him through the surrogate is a reference to the movie Being John Malkovich.
  • Brighton Rock - the scene where Michael believes that Uncle Trevor is going to murder him on the Love, Indubitably ride is very reminiscent of a scene in the classic British gangster film Brighton Rock (1947), where Pinkie is murdered on a 'ghost train' ride.
  • CAA (Creative Artists Agency) - Tobias mistakes Frank's Agency, the CIA, for the CAA.
    • The newspaper article shown for the CIA's catastrophe was on the infamous Bay of Pigs Invasion in 1961.
  • Entertainment Weekly - Maeby's film, Love, Indubitably, received an "F" from the magazine. Entertainment Weekly has been known for its strong support of Arrested Development.
  • Godzilla - Various elements of this episode reference the series of monster films:
    • While meeting with Bob Loblaw, Buster, G.O.B., and George do Godzilla impersonations.
    • G.O.B.'s idea for "tiny town" comes from the way in which Godzilla movies were filmed.
    • The fight scene between George Michael and Tobias is also in reference to the Godzilla movies (e.g. Godzilla fighting Jet Jaguar in Godzilla vs. Megalon) or the kaiju genre in general.
  • Jack Welch - Former CEO of General Electric and business suit designer.
  • Love Actually - Love, Indubitably, the film Rita and Michael go to see, is a spoof on the film Love Actually, starring Hugh Grant.
  • Pretty Woman - The scene in which Rita is admiring the Gold Star, followed by Uncle Trevor closing the lid on her fingers, directly references the correlating jewelbox scene in the film Pretty Woman.
  • Quicken - George Michael receives this popular personal finance management tool from his father as a present.

Callbacks/Running Jokes[]

  • Alias - Buster says Alias is a show about a spy. Alias was first referenced by Tobias in "Visiting Ours" and is later parodied in "Exit Strategy".
  • Background music - When G.O.B. discusses tiny town with Larry Middleman, the music playing in the background is the same as the music that plays when Lucille begins to plot against Cinco de Mayo in Flight of the Phoenix.
  • Banjo - Michael mentions that Rita plays the banjo. Later during the flashbacks, Rita can be seen playing "Dueling Banjos" in the cabin.
  • Blendin - The surveillance van is labelled "Blendin Catering," similar to the other surveillance vehicles in "The One Where They Build a House" and "Staff Infection".
  • Bluth Banana Jail Bars - Annyong Bluth is seen with some jail bars on top of his surveillance equipment. The bars were first seen in "Shock and Aww".
  • Crying Like a Couple of Girls - When Buster and G.O.B. are building the train set, crying, G.O.B. says "We're crying like a couple of girls on the last day of camp!" G.O.B. had used a similar expression in "Righteous Brothers".
  • Cutoffs/Never Nude - During the scene where Tobias speaks with Frank, Tobias's cutoffs are visible underneath his gym shorts.
  • Dinner with Mort - Maeby, in fear of losing her job, regrets not going to dinner with Mort Meyers, referencing his dinner proposal in "Switch Hitter".
  • Homeless Dad - A Homeless Dad movie poster, first seen in "The One Where They Build a House", can be seen in the background of Mort Meyers' office.
  • Ice cream sandwich - George tries to soothe himself with an ice cream sandwich. His love for the treat has been referenced several times in the series.
  • Jetpack - This is the first appearance of the jetpack, which later returns in "Prison Break-In" and "Making a Stand".
  • Juice - Buster has a juice box in the company conference room while meeting with Bob Loblaw.
  • Junk - A reference to the film that Thomas Jane filmed in the episode "The One Where They Build a House" can be seen on a poster after Maeby exits the film studio after Michael leaves the Tunnel of Love, Indubitably.
  • Les Cousins Dangereux - When Michael rips down George Michael’s “fun and failure” poster, a poster for Les Cousins Dangereux is revealed.
  • "Marry Me!" - Michael uses Maeby's catchphrase, but with serious intentions.
  • Mr. F - The "Mr. F" musical interlude used throughout this episode is later used again in "S.O.B.s", "Family Ties", "Smashed", "Blockheads", "Self-Deportation", and "Rom-Traum".
    • Mr. F is also later referred to in "Family Ties" by Lindsay.
  • Scandalmakers - The Narrator refers to the Scandalmakers poor narration, as first mentioned in "Spring Breakout".
    • Tobias refers to his role as George in Scandalmakers, as well.
  • Sudden Valley - G.O.B. decorates the water tower for Tiny Town with a “Sudden Hill” logo.
  • "That was a freebie" - Maeby says "Well, that was a freebie." This expression was first used by Lucille in "The Cabin Show", and would be used again next in "Prison Break-In".
  • Is Tobias gay? - Numerous jokes are made about Tobias' questionable sexuality.
    • While Tobias is in the gym with Frank, he acts as though he's attracted to him, offering to take him out to dinner, and behaving in a flirtatious manner around him.
    • When Frank says "I think we can be more than just gym buddies," Tobias responds with "You’re blowing my mind, Frank." Tobias acts surprised and nervous when Frank reveals that he wants to work with him, with Tobias saying "I’m so glad you went first."
    • Tobias says that Frank has the "same size" and "same curly hair" as Michael. However, Michael doesn't have curly hair, and Tobias is clearly pointing to a place lower than Michael's head when he says this, while Michael is off-screen changing his pants.
    • Tobias seems to know the location of the moles on Frank's body very well.
    • Tobias tests the levels by repeating the phrase "Let Lily lick Lionel's lusty leathers" over and over again.
  • "Wait for it" - When George discovers "the real mole" within the penthouse walls, an animal is shown first, with the narrator saying, "No, not that one. Wait for it... there," while panning over to reveal Annyong and an evidence-gathering setup. This parallels the way in which Rita was first introduced to the audience in "For British Eyes Only".

Hidden/Background Jokes[]

  • Accent - After having seen the British movie Love, Indubitably, Rita comments that she "hates it when they hire Yanks to play Brits." This is a reference to how neither Rita nor Trevor are played by British actors. They aren't "Yanks" (Americans) either, though, as Charlize Theron was born in South Africa and Dave Thomas is Canadian. Charlize Theron became an American citizen in May 2007, adding some irony to this line.
  • Boom mic - A boom mic is visible after Bob Loblaw says the room might be wired with a listening device. This may have also been intended as a reference to "Staff Infection" in which the boom mic inadvertently ended up in a shot in the Bluth Company's conference room.
  • Censors - George discovers a way to "possibly slip by the sensors," followed by Buster saying "If mother sees this, she will blow a cow," referring to how the writers discovered a way to slip by the censors. According to the DVD commentary, this was unintentional, and nobody noticed it until viewing the finished episode.
  • Einstein - George responds to G.O.B.'s idea for Tiny Town with "Another brilliant idea, Einstein." Larry Middleman, who vocalizes this line, is played by Bob Einstein.
  • InfoMole - George, searches for jetpants at InfoMole. The screen first shows the results of his search on “ankle monitor” and one of the sponsors is “Watch Arrested Development: All good people watch the best show on TV. Buy the DVD’s and Merchandise!” The website is a parody of Google. The "mole" relates to one of the central themes of the episode, where Tobias is a mole for the CIA and Michael has a mole problem on the building property.
  • Trevor's fags
    • When Michael calls Rita, Uncle Trevor can be seen in the background smoking while brushing his teeth.
    • In the Tunnel of Love, Indubitably, Trevor exclaims "Me -bleeps- are wet." The word "fag" is bleeped out, despite the fact that it is being used in the British sense, meaning "cigarette." It was also bleeped out in the previous episode, "Notapusy", although it was used in the same sense in a clip from A Thoroughly Polite Dustup.
  • Tunnel of Love, Indubitably - When Michael and Rita are about to enter the tunnel, the prerecorded welcome message ends early, and the phrase "-el of Hell" is heard, accompanied by ominous music. "The Tunnel of Love, Indubitably" replaced the "Hell Tunnel" to recoup the movie's poor box office returns.
  • Review - "Love, In-don't-itably A Limey Lemon' by Dan Snierson. A surfeit of apologies, an onslaught of stammering, Tantamount Studio’s Love, Indubitably is the latest blunder in a long line of forced, derivative flops. And, although it's considered a no-no in the film critic's world to place films on any sort of quality continuum, this piece of faux-mannered drivel deserves to be singled-out as the worst movie that I have ever seen. In fact, Indubitably’s only success comes from the fact that Tantamount has officially killed the once-charming subgenre of the British romantic comedy. What was once a light-hearted, witty niche—Hey, I’m not ashamed to say I even enjoyed Pardon Me, I’ve Fallen In Love—is now a leaden, painful cliche and only the second coming of John Cleese can prove otherwise. Perhaps the best way to illustrate this reviewers’ frustrations with (...) desert. When Sir Trevor Sturbridge (Grant Hughes), our hunk p-p-protagononist [sic], falls backwards into a too-small (and why above-ground? Is this Reseda?) Jacuzzi with three perfectly nice lingerie-clad ladies, we are forced to listen to a full five minutes of his I’m- so-terribly-sophisticated- yet-unequipped- for-this- dreadfully-embarrassing- moment shtick. It takes Trevor ten minutes to realize he's ruined his Burberry suit and another eternity to even notice the gender of his chesty tubmates. Of course, we're supposed to be laughing our charmed heads off the whole time because a British aristocrat is flopping around a hot tub with half-naked women but, sadly this fish-out-of-water scene is lukewarm at best. Which leads us to the crux of why this film is so disappointing. Indubitably asks us to suspend our disbelief in one particular way. It wants us to think that modern British men have absolutely no relationship (...) urges. Instead of creating stock characters that hide behind their social classes, why can't Fünke and company show the darker side of British repression? I’d pay good money (12 bucks a pop at my local multi-(...) for a film that examines (...) why can't we see Trevor trolling the back streets of Liverpool, (...) to (...) with a mannish (...) model? Now that's comedy. On the surface, the basic story-line of Love, Indubitably seems pleasant enough. We follow Trevor Sturbridge, a 50-something architect (40-something in reality) as he tries to find true love in the over-(...) Kensington section of London. From speed dating rounds to internet dates gone cyber-stalker, this movie (...) the entire arsenal of tired romantic comedy set pieces. Each one feels less “witty” and the last, and each time we see actor Hughes go to his yammering well, we feel cheated. Perhaps most fiendish of all is his karaoke scene in which Trevor accientally insults the high priestess of song, Scary Spice, for her plucky rendition of Hey Jude (insert "Dude"). Mr. Sturbridge's lone companion, an albino mink, does provide a few cheap laughs, but by the end of the film you'll wish you were wearing "Pinky." At least you'd leave the theater with something lasting. A comedy of manners that actually creates its own new brand of obscenity, Indubitably is a colossal failure. Please stay at home and rent anything with Meg Ryan in it because when it comes to romantic comedies, my recommendation is that you stay on this side of the pond for a while. And for now, we'll keep spelling Fünkes name with an F.' F"

Foreshadowing/Future References[]

  • Cousins - As Maeby walks out of the Studio she passes a poster for the movie Almost Cousins which portrays two actors that look like both George Michael and Maeby. We later find out they are not actually cousins (as Lindsay was adopted).
  • Hair Plugs/Graft Versus Host - Tobias begins to collapse around the house, due to his hair plugs rejecting his body (something we later learn in "Prison Break-In").
  • Mole - Annyong can be seen in the Bluth walls, gathering evidence. This becomes an important plot point in "Development Arrested".
    • Annyong's real name (Hel-loh) is also foreshadowed. He says hello into the radio, which is translated as "Annyong."
  • Rita - Before it is revealed Rita is an MRF at the end of the episode, numerous hints are made.
    • Rita begs Michael, like a child, to get George Michael a toy train for his birthday.
    • Rita screams giddily when she learns that Michael will spend the day with her.
    • Although Michael rolls down the hill because it collapsed under him, Rita clearly rolls down the hill under her own will.
    • When Michael and Rita are in the cabin, she plays "Dueling Banjos," just like the mentally retarded child in Deliverance.
    • When Rita complains to Uncle Trevor, her complaints are designed to make it look like she's a spy who refuses to do the missions he gives her, when in fact, he's been assigned to care for her due to her condition. Her complaints about "your instructions, your letters" and "you do the math" can be interpreted either way. As she says "little missions," she holds up a model of a "mission" in the sense of a building used by Christian missionaries. (The Spanish missions are an important part of the history of California, where the show takes place, and it is common for grade-school students to build model missions as part of the curriculum.)
    • Rita remembers she would do anything for the piece of jewelry in the box. In the end, we learn that the supposed piece of jewelry that Rita would "do anything for" is, in fact, just chocolate.
    • The "note" that Rita leaves for Trevor is simply a tracing of her hand with a sad face drawn inside of it, possibly meant to suggest her hand waving goodbye.


→ See more quotes from "Mr. F" at Transcript of Mr. F.


  • This is the fourth episode to feature Charlize Theron as Rita Leeds and Dave Thomas as her Uncle Trevor.
  • This episode features Frankie Muniz filming an episode from Malcolm in the Middle.
  • The title, "Mr. F," is a spoof on Dr. No, a James Bond film, as well as a reference to the name of the spy within the Bluth Company and Rita's mental capacity.
    • "Mr. F" is also used as a musical interlude in this and future episodes.
  • Both Rita and Trevor use the phrase "do the math". This is a script error, since real British people say "maths" rather than "math".


→ See 87 pictures from Mr. F at Images from Mr. F.

1. "The Cabin Show"
2. "For British Eyes Only"
3. "Forget-Me-Now"
4. "Notapusy"
5. "Mr. F"

6. "The Ocean Walker"
7. "Prison Break-In"
8. "Making a Stand"
9. "S.O.B.s"

10. "Fakin' It"
11. "Family Ties"
12. "Exit Strategy"
13. "Development Arrested"

Season OneSeason TwoSeason ThreeSeason FourSeason Five