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"There’s Three Actually" is a memorable quote uttered by Doctor Olivia Octopus (Doc Ock) to Wilson Fisk in the 2018 superhero film Spider-Man: Into the Spider-Verse. The quote is used alongside a still from the scene as a reaction image to an above caption or screenshot to make a correction about the statement in a humorous manner. Sometimes the quote and image are edited to change the number from three.
The original clip that the meme is pulled from is seen in the movie Spider-Man: Into the Spider-Verse, specifically the scene where Olivia Octavious and Wilson Fisk are talking on a balcony following Spider-Man’s escape from the Alchemax facility. Just before this conversation, Peter Parker and Miles Morales successfully stole a computer from Alchemax and Octavious with the help of Spider-Gwen in an attempt to solve the multiverse dilemma surrounding the film’s plot.
The scene (shown below) begins around 59 minutes, 40 seconds as Octavious returns to Fisk empty-handed. Fisk says to her, “I killed Spider-Man. Why did I just see two more?” To which Octavious replies, “There’s three, actually.” Fisk then glares at her with an angry expression, but Octavious explains that this new discovery is actually a good thing, as her collider works and Fisk will ultimately get what he wants since the appearance of other Spiders confirms the device functions.
The first instance that this meme appears online dates back to April 9th, 2019, when Redditor retro-n-new uploaded a still with the quote to the r/spiderversedailymemes sub under the title “When someone says there are two good Raimi Spider-man films.” The post (seen below) was upvoted over 2,200 times and commented on 78 times.
The format spread on Reddit in the following days, seen in a post from Redditor FaxIzGad to the r/spiderversedailymemes sub on April 11th, 2019, where they altered the image and quote from “three” to “two.”
Particularly in early 2020, the format was used in a number of social media platforms where it spread rapidly to multiple communities. On January 25th, 2020, Redditor NotAFlyingToy created a version (shown below) that made the front page of the r/memes sub with over 84,300 upvotes, multiple Reddit awards and 501 comments.
Twitter users also began using the meme in 2020 as it spread to other sites online. User Brute 3 Cryptum tweeted a version relating to the Halo franchise (seen below) and received over 1,000 likes and 103 retweets.
“Every halo game is good if you really think about it--“ pic.twitter.com/aJ0WbvBqrR
— Brute 3 Cryptum (@MemeCryptum) January 28, 2020
Primarily seeing use on Reddit, another example was made by Redditor beepboppblopp and posted to the r/teenagers sub where it was upvoted over 40,400 times.