When Billy fails an important test, the result of which will go into his permanent record, he asks Grim to magically alter his grade from an "F" to an "A"; as Grim reluctantly changes the grade, Billy becomes a genius, but reality is thrown completely off balance. Mandy and Grim go back in time to stop the past Grim from helping Billy, but it does not work. They keep going back in time to different epochs, each time meeting another Grim, eventually trying to stop Billy's ancestors from conceiving him, but nothing works. After meeting Billy's distant dinosaur relative, the episode ends abruptly as Grim wonders what the end of this could be.

When Grim leaves the house to meet someone he met on the internet, Billy looks inside Grim's trunk for something to entertain himself. Billy finds a magical talking Rubik's Cube, which releases the demon Pinface, who has bowling pins in his head. Pinface proceeds to call his minions to conquer Earth, but the minions are more interested in throwing a house party. It is revealed that Grim and Pinface already know each other, and Grim even broke up with Pinface's sister. Billy's father ends up cheating and solves the magical cube by rearranging the stickers, trapping Pinface and his minions inside it again.

After Billy, Mandy and Grim are disappointed with the Sassy Cat amusement park submarine attraction, Grim uses his powers to take them to the bottom of the ocean to have a real magical adventure. They are sentenced to death for trespassing into the Googen Kingdom by King Triceps, a wrestling merman. The king's daughter, Hariel, also a mermaid, stops the sacrifice and tries to marry Billy to inherit the kingdom. It is revealed that King Triceps is actually Hariel's sister, the sea witch Uvula, who also tries inherit the kingdom. A cat fight ensues between the two ladies, which ends when Billy agrees to marry both of them. The plot is revealed to be a story Billy is telling to Miss Butterbean, who initially asked him what happened to his report.

As General Skarr is once again annoyed by Billy, Hector Con Carne and Major Dr. Ghastly arrive in his house with the intention of luring him back to the recently relaunched Evil Con Carne world domination organization. Although initially refusing to rejoin, Skarr later accepts with the condition that Billy and the other neighbors be destroyed. After a few weeks of living together and preparations, Evil Con Carne's ultimate weapon is revealed to be an army of tanks that shoot giant rubber bands. Skarr's all-out attack over the neighborhood is foiled when Billy tricks Hector into shooting Skarr's garden and they get into a fight.

When Billy, Mandy and Grim once again go to the beach, Grim warns Billy to avoid swimming too far, because the "undertoad", a frog-like creature, will try to drag him into the sea. Billy encounters the undertoad, and he barely makes it back to the beach. With the dangers of the sea averted, the guys go back home, but the undertoad is set on bringing Billy down, that he follows him to his house. The next day, the undertoad becomes a constant annoyance to Billy, even at school. Grim and Mandy capture the undertoad, and set sail to release him at sea, where they meat the giant Mama undertoad.

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 Irwin lacks the courage to ask Mandy to go with him to the Valentine's Day school dance, he tells Nergal Jr. to do it for him. Mandy mistakes Junior's invitation for his own, and surprisingly accepts to go with him, which naturally makes Irwin jealous. With the ill advice received from his father, to be possessive with Mandy, at the dance Junior becomes overprotective of her, that eventually he and Irwin start fighting, throwing punch at each other and ruining the ball. It is revealed that this was Mandy's true intention all along so that no one could enjoy Valentine's Day.

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.

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.

When Billy starts taking pictures with a camera found in Grim's trunk, Grim tells him that is an Underworld's True-heart Camera, which shows the real essence of a person's heart. When Mandy takes Irwin's picture, it is revealed that he is actually half-good and half-evil. Irwin explains that although he was born evil, his dad taught him about love and respect, and he had a change of heart. Upon knowing this, and against her own wishes, Mandy also experiences a painful change, turning good and kind-hearted. Mandy and Irwin finally share a romantic kiss in this episode, but it makes Mandy revert to her old dark and sinister self, which was Irwin's true intention, as he likes her just the way she is.