After watching a movie, Grim teaches Billy to possess people by jumping into their heads. Billy possesses Mandy and makes her do assorted things like flirting with Irwin, kissing Mandy's mother, going into both men's and women's restrooms and eating earthworms. In the end, Billy leaves Mandy's head, but later that night, Mandy possesses Billy's cat, Milkshakes, to maul him as a form of revenge.

Nergal, the fiend from the center of the Earth, returns to the surface, emerging a carnival with him, trying once more to make friends. In the following, Billy tries to help Nergal make friends by being considerate, but Nergal fails to apply correctly his advice. When Nergal is told that Grim was forced to be Billy and Mandy's friend-slave, Nergal then decides to force the world to be his friends by turning them into dark beings similar to him. In the end, Nergal turns Billy, Mandy, Grim and even the viewer (thus breaking the fourth wall) into one before the episode ends.

In this musical episode, which pays homage to Little Shop of Horrors, Billy befriends a singing brain-eating meteor (voiced by Voltaire) that falls from the sky. With Billy's help, the creature grows bigger and eventually eats the brains of all people in Endsville (turning them into zombies with glowing green eyes). The last brain he eats is Mandy's, which results in the creature transforming into a brain-eating Mandy. The song featured is BRAINS!, composed by goth artist Voltaire specifically for this episode.

Grim gets Billy and Mandy into sorcery school.

Billy hatches a giant spider.

A headless man from Grim's past uses Billy to steal Grim's scythe.

In this short, set in the Stone Age, a child version of Grim undertakes his first assignments as the Grim Reaper. When he goes to visit a cave witch, she shows him his terrible future being abused by Billy and Mandy

After Grim's robe comes out of the washing machine, Billy and Mandy find Thromnambular, a talking skull with ruby eyes and a number nine imprinted on his forehead. Grim tells them that the skull is a magical artifact imprisoned on Earth that must grant his nine wishes to be free. When Mandy asks Grim why he has not used any of the wishes, Grim tells her that the skull will corrupt the wishes and end up affecting the wisher.

As Billy desires to be "cool" like Sperg, he has an ectoplasmic manifestation coming out of his mouth. The ectoplasm grows full size and turns out to be the ghost of nineteenth-century British poet Lord Byron, who tries to teach Billy to be cool, using elaborate poetry instead of bare muscles. Billy uses a poem to insult Sperg's mother, and Sperg challenges Billy to a duel. Billy and Lord Byron fight Sperg and his gang, but are badly beaten. Byron tells Billy he has been trained in the arts of coolness, and disappears.

The day before Christmas, Billy, Mandy and Grim go to the shopping mall, where Mandy complains that Santa Claus is just an invention from corporations. Grim assures Mandy that Santa is real, and they even went to college together. They decide to travel to the North Pole and meet Santa, but when they arrive Mrs. Claus tells them that Santa Claus has been transformed into a vicious vampire.

As Billy, Mandy, Grim, and Irwin hang from a rope about to be eaten by a giant sea serpent, Irwin wonders how they came into that trouble. Billy and Grim each tell separate stories on how they originally became best friends forever and ever. Billy's fantastic story is about him and Mandy being space patrol officers who collect the Grim Reaper's bones, cloak, and skull to summon him; Grim tells a story on how the evil Mandy and his pet servant Billy managed to capture him inside a containment unit (parodying the Ghostbusters' ghost traps). Mandy quickly tells the real story, and footage from the first episode is seen, before the four are swallowed whole by the serpent.

A scene of Endsville two weeks into the future shows a dystopian world ruled by the "Lord of Horror", who wields the all-powerful artifact known as "Horror's Hand". At the same time, two robotic replicas of Billy and Mandy are sent into the past, to stop the real Billy and Mandy from interfering with the current events.orror's Hand to rule the world.

When Billy is sent to bed after playing with his Dr. Brainiac action figure, he wishes he had an adventure. He notices a strange light outside and wanders into a corn field to investigate; he encounters Sperg, and both of them got caught by a UFO's tractor beam. Inside the extraterrestrials decide to experiment on them.

Billy, Irwin and Mandy go trick-or-treating on Halloween, and an evil marshmallow bunny attacks children with chocolate beasts.