|Series||The Grim Adventures of Billy & Mandy|
|Cartoon Network US Premiere||July 24, 2006|
|Paired with||Be A-Fred, Be Very A-Fred|
Goodbling and the Hip-Hop-Opotamus
Be A-Fred, Be Very A-Fred
A tired Billy arrives home from school, complaining to his parents that he felt like he 'spent the whole day with a clamp on his head'. His mom observes that he DOES have a clamp on his head and wonders if they should tell him. His dad declares that there's no fun in that. Billy climbs into bed, only to find Jeff the spider next to him. Jeff explains that he came down with a case of the Spider-Pox and decided that it would be best to have his dad take care of him. After trying to sleep in his parents' bed (his dad yells at him with a megaphone) and his cat's spot on the TV, Billy decides to sleep outside near the fence. Pud'n looks over the fence and asks why Billy is sleeping on the ground. Billy explains what just happened and Pud'n wonders if Mandy is the spider's mother, as he believes Billy and Mandy are married. This gives Billy an idea, but he pauses to ask Pud'n why he's outside. Pud'n reveals that he was raised by wolves and therefore lives outside.
Billy arrives at Mandy's house at 3 in the morning and asks her to marry him, with the idea that if she's Jeff's mom, she can take care of him instead of him. She kicks him out and he falls asleep outside. The next morning, Mandy wakes up to find that she's covered in bumps and has three new pairs of arms. Billy is much too frightened of her new spiderlike attributes to help her find Grim, so she webs his mouth shut.
Billy's parents are snared by a web and kidnapped just as Grim walks in the door. He doesn't seem to notice and goes to dig through the refrigerator while Milkshakes is kidnapped as well. Grim is attacked by a giant spider looming overhead. When Billy arrives home, he find his Mom, Dad, Grim, and Milkshakes cocooned on a giant web. Then Mandy, who looks almost completely like a spider, and has captured everyone in the house. Billy runs in terror and Grim detaches his head so he can follow Billy. Grim explains that the only way to cure Spider Pox is to use venom from the spider that infected Mandy. Billy gets some venom from Jeff, but Mandy enters the room.
Mandy tries to attack Jeff, who is delighted and believes that she's his mother. Billy uses the venom to turn Mandy back to normal. Billy orders Jeff to leave and never return, then drinks the glass of venom and passes out. When he wakes up a few days later, Grim reveals that Billy had the germs for the Spider-Pox on his unwashed hands, which gave it to everyone he came in contact with. Since he told Jeff to leave, no one could get any of the venom antidote, meaning that everyone else in Endsville is a giant spider.
- Story by: Maxwell Atoms and Jim Schumann
- Storyboard by: Jim Schumann
- Directed by: Eddy Houchins
- The title card and episode title is a reference to Marvel's Spider-Man.