Original Air Date: July 6, 2007
In Ms. Butterbean's class, everybody begins to notice that spiders are appearing everywhere, and students keep disappearing, being attacked by giant spiders while in the halls. Later, in the cafeteria (which is also filled with spiders), Billy leaves the table to get some milk, and finds two, one regular and one chocolate, each with a talking cow's head on it. He takes the chocolate milk, but before he can return to his table, is he abducted by Jeff, and brought into the school's walls and air vents; in the process Billy drops the milk, which Jeff picks up. Jeff tells Billy that he is getting married, and wants Billy to come to the wedding. He then leaves in a hypnotized-like trance as he hears a strange song; Billy, afraid of Jeff but wanting his milk back, follows. There he meets Velma Green, Queen of the Spiders and Jeff's fiance who has assembled an army of spiders and has allied with the Dark Elves.
Billy and Jeff both leave Velma's presence to go to the Spider Palace, where Velma will meet Jeff for the wedding. On the way, Jeff accidentally drops the milk, spilling it. The cow on the box talks to Billy again, telling him that it was Jeff's fault; and out of rage and sorrow for his lost milk, Billy screams at Jeff that he wants nothing to do with him or his "hairy girlfriend." Jeff then suddenly erupts in a fit of rage, and screams that he wants nothing to do with Billy for all his horrible parenting over the years, and he leaves. Billy, somewhat sadly, drinks the rest of his milk, only to realize that it's more than thirty years past its expiration date.
Meanwhile, Velma attacks the school, and kidnaps Grim, Mandy and Mindy, as well as everyone else in her cocoons of spider web.
As Grim explains, Velma and he were friends thousands of years ago (130,000 to be exact) in junior high school, but that she was supposed to have been elected Reaper, and when he was she swore revenge. Velma, for her part, claims that Grim had cheated. Velma plans to eat Grim's head, thus giving herself all of his powers; when she starts, she opens a hole in his head and is able to see his memories, initially viewing a Betty Boop cartoon by complete accident, and being warned by Grim that there are parts of his mind she shouldn't view. She orders that they be shown on a large screen for everyone to see, so that all would know the way he cheated her.
In Grim's memory, he and Velma became friends when they first met; their mutual enemy was the Boogeyman. When the position of Reaper came about, all three ran in a school election to choose who would get it, with Velma being the front-runner (note that this contradicts with previous episodes, where Grim either became Reaper as a child or took on the position after his father). When a little less than half the votes had been cast, Boogey destroyed them and attempted to stuff the ballot box with votes for himself, only to be stopped by Grim. Velma comes downstairs looking for Grim, and finds him seemingly stuffing the ballot box. Grim tries to explain, but Velma runs off in tears before he can.
In the present, while Velma and everyone else is watching Grim's memories, Mindy and Mandy have broken out of their prisons and are attacking the spiders and Velma's other servants. Velma and Jeff get into a fight (spanning an entire commercial break), with Jeff still raging not only about Billy, but also about Velma and how she folds his shirts wrong. Meanwhile, Billy has sneaked into the school for more milk, only to encounter the talking non-chocolate milk, which tells him to release his anger and to face his fears.
After this, Mandy returns to Grim's body and asks it where the head is. The body points to the sky and Mandy sees Velma with Grim's head climbing to the top of the Spider Palace. Mandy follows her to the top but before she can do anything Mindy notices Billy with an army of Eagles. All the Eagles are caught in the spiders webs but Billy manages to escape. He then flies over to Velma with two large Eagle feathers and knocks Grim's head from her hands. After Mandy catches it she jumps back down to the ground.
Billy lands in front of Jeff, calls him "son" for the first time, and tells him that he will attend the wedding. He then explains that Jeff is not really angry with him or Velma, but must release the "spirit of anger" inside him. Suddenly, out of Jeff's mouth emerges a half-cow, half-spider creature called Arachnotaur, who claims to be the god of anger from Velma's home galaxy. He explains that he had been trapped by the celestial beings inside a milk carton for decades, but that he had manipulated Billy to become free and then possessed Jeff.
Velma reassures Jeff, then becomes angry when she sees Mandy with Grim’s skull, but before she can attack her, Mandy tells her to look inside Grim's head one last time. When she does, she sees Grim cheating again but then sees that Grim was actually stuffing the box with votes for her.
Velma tears up at this, and Grim tells her that he thought she should've won. Velma then apologizes to Grim, and asks him how he won, which he tells her to see for herself, and she looks into his memories again. After Velma had run off crying, Grim had hunted down Boogey, angry at him for everything, and attacked him with the prototype Scythe reserved for the winner of the election. Everyone who hadn't voted was so impressed that they all voted for him, and thus he managed to win despite having cheated for Velma. Velma and Grim talk about how silly her grudge has been over a misunderstanding and their friendship is reconciled.
Billy allows Arachnatar to beat him up until he gets bored and walks away. Jeff returns to his normal, loving self, and he and Billy reconcile.
Everything ends well, and Jeff and Velma are married, though immediately afterwards, Billy declares that his son isn't going to marry a spider (despite the fact that Jeff is a spider, too), so Jeff cancels the marriage. Velma is not too upset, and since her plans for becoming the Reaper did not go through and just attempt to pull out plans to conquer the world like her dad wanted. She sings her strange song again, and spiders begin attacking Endsville.
"Wrath of the Spider Queen" contains examples of…
- Calling the Old Man Out: Jeff does this to Billy after he finally snaps.Jeff: Get away from me! I hate you, Dad! I hate you! I only wanted to be a good son and you never came to any of my birthday parties and you never let me see Mom, and you took all my college money to spend on jawbreakers and you kept cutting my brake cables and I've had it!
- The Cameo: Skarr is among those being terrorized during the spider takeover in the last scene.
- Continuity Snarl: In earlier episodes, it was shown that Grim became the Grim Reaper when he was very young, either taking the mantle after his parents ("A Grim Prophecy"), or he just stumbled into it ("Dad Day Afternoon"). Here, it's said that he was elected Reaper in Middle School via scare election.
- Easily Forgiven: Played straight with everyone at the school holding nothing against Velma for capturing and holding them all hostage with her spider army.
- Justified with Grim. He forgives Velma for trying to eat his skull and take his place as Reaper because he knows that her 130,000-year-long grudge against him was caused by a misunderstanding, and was never angry with her to begin with.
- Enemy Mine: Mandy and Mindy are forced to work together this time, much to their shared annoyance. They go back to being enemies once the crisis is over.
- Everyone Went to School Together: Among the students during Grim and Velma's junior high school days are Nergal, Eris, and Lord Pain.
- Evil Laugh: Grim after getting his revenge on Boogey.
- Foreshadowing:
- When Boogey cheats during the Reaper election, he states the only way someone could win the election fairly after the ballot is stuffed is if everyone remaining voted for that person. It turns out this is actually how Grim won. He stopped Boogey from cheating then replaced all the voting ballots with ones that had Velma's name on them instead. When Velma thought he rigged it for himself, he chased Boogey down and did a terrifying performance in front of the whole school, so everyone who hadn't voted yet voted for him instead of Velma or Boogey.
- At the beginning of the flashback, after Grim comments on how scary Velma is when she wants to be, she chalks it up to "pent-up rage". She then motivates Grim by telling him that he has it as well, and that he just needs to figure out how to harness it. Turns out all he needed was a scythe.
- Heel Realization: Velma tears up upon learning that her 130,000 year long grudge towards Grim was unwarranted, and she apologizes to him.
- I Need to Go Iron My Dog: Grim claims to Velma that he missed out on the 50,000-year high school reunion because he had to wash his hair.
- My God, What Have I Done?:
- Billy seems to have this reaction after Jeff runs off in tears.
- This is Velma's reaction after her Heel Realization.
- Nice Job Fixing It, Villain: It was Boogey's attempt to cheat during the Reaper Election that indirectly led to Grim and Velma's friendship falling apart, which was the push over the edge Grim needed to finally prove how scary he can be to the entire school, winning the scare election by a landslide. In short; if Boogey hadn't tried to cheat, Grim would've never become the Grim Reaper.
- No Sympathy for Grudgeholders: Averted. Velma's grudge against Grim was caused by a misunderstanding, so no one, especially Grim, holds it against her. It's even Conversed after her Heel Realization.Velma: Oh Grim, now that I know the truth, I almost can't believe that I plotted to eat your skull for the last 130 centuries.
Grim: (lightly chuckles) Yeah, it does seem a little silly, doesn't it? - Once More, with Clarity: The flashback initially ends with Velma running off in tears after she seemingly catches Grim stuffing the ballot box. Then during the climax, we're all shown that moment in the flashback again. But this time, after she knocks away the bucket, we see a close up of the ballots Grim had been putting in; every single one had her name on it.
- O.O.C. Is Serious Business: Jeff when experiencing actual anger for the first time in his life.Velma: Well, well, well, look who grew an exoskeleton!
- Rage Breaking Point:
- Billy's is when Jeff spills his chocolate milk.
- Jeff's is when Billy rather cruelly disowns him, and calls Velma his "girlfriend" instead of "fiancée".
- We see Grim hit his during the last of the flashbacks. He had put up with a lot throughout the flashback scenes, especially from Boogey, but it's Boogey indirectly ruining his friendship with Velma that finally sends him over the edge.Grim: BOOGEY! This is all your fault!
- The Reveal: In a way, Grim had tried to cheat during the Reaper Election, but it wasn't for himself like Velma assumed; all of the ballots had her name on them.Grim: I had to do something. I thought that you deserved to win the most.
- Self-Deprecation: As Jeff and Velma argue about very petty matters, Mandy acknowledges to the viewers that the plot got off track and says it'll take a commercial break to iron this out.
- Wham Line: When Grim explains why Velma is after him, it reveals a Cerebus Retcon of his origin.Grim: She went to junior high with me 130,000 years ago. I made her a little mad. She was supposed to be the Grim Reaper.
- Wham Shot: The votes that Grim was stuffing having Velma's name on them.
- What You Are in the Dark: After he stops Boogey from cheating and burns all the fake ballots, Grim could've easily sunk to his level and cheated so he would win the Reaper Election. Heck, that's exactly what Velma assumed he was doing when she caught him. But, no. He tried to do the right thing by Velma and restore the original ballots because he thought she deserved to win, as she was rightfully the scariest candidate. That is, until he reached his Rage Breaking Point.Grim: (after explaining how he won the election) Everyone who hadn't already voted, voted for me. But I tried for you, Velma. I really did.
