On a rainy day, several giant spiders appear in Billy and Mandy's school and start kidnapping the children one by one. Grim presumes this is somehow related to his past, but doesn't figure it out until he receives a message saying that Velma, the Spider Queen, an old friend from high school, is responsible for it. Meanwhile, Billy meets with his "son", Jeff the Spider, who informs him that he is precisely marrying Velma. After trying to recover a talking carton of chocolate milk from Jeff, Billy and Jeff get into a fight, and Jeff looks angrier than ever before. Upon meeting in the school's football field, Velma tells Grim that she has finally come to devour his skull and absorb his powers, since one hundred thousand years ago Grim cheated and robbed her from the possibility of becoming the Reaper. Converting the school into her own palace, and with help from the Dark Elves, Velma captures Mandy, Mindy, and Grim, and proceeds to devour the latter's skull. However, when Velma cracks