After Billy eats 19 creme-filled Atomic Frenzy Cakes he can't sleep and wants Mandy to read him a bedtime story. Then, Mandy, Billy and Grim each tell a story. For his story, Grim uses a supernatural storybook from the Underworld, which makes Billy and Mandy enter the book and reprise the tale of Hansel and Gretel. However, Billy departs from the story and follows Pinocchio who, as is later revealed, wants to devour Billy to become a real boy. Eventually, Mandy saves Billy from Pinocchio, but she and Billy remain trapped in the book as Grim, the storyteller, falls asleep.