On a rainy day, 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 does not figure it out until he receives a message saying that Velma, the Spider Queen, an old good friend from high school, is responsible for it. Meanwhile, Billy meets with 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.
