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.

As Billy, Mandy, and Irwin need to write a school report on tall tales, Grim tells outrageous tall tales about Pecos Billy (based on Pecos Bill), Paula Bunyan (based on Paul Bunyan), and John Henry. In Grim's stories, Pecos Billy (Billy) tames a twister using his personal laser-shooting cow-like spacecraft, saving an Arizona trailer park; Paula Bunyan (Mandy) uses her blue ox companion, Babe, to stomp over a villain, creating the Grand Canyon in the process; John Henry (Irwin) digs through a tunnel so fast that he breaks the laws of physics and bursts into the "eighth dimension". After Grim tells them the stories, Mandy informs Billy and Irwin that he is trying to get them F's.