Honestly, if you grew up with a TV in the mid-2000s, you probably have a core memory of the "grim-reaping" chaos that was Cartoon Network's Friday nights. But while everyone remembers the main show, Billy & Mandy Wrath of the Spider Queen is that weirdly high-stakes sequel that feels more like a fever dream the older you get. It’s not just another episode stretched out to an hour. It’s a full-on lore dump that somehow makes the Grim Reaper’s middle school years the most tragic thing you’ve ever seen.
Most people remember the Boogeyman movie—Big Boogey Adventure—because it had that Pirates of the Caribbean energy. But Wrath of the Spider Queen? That was personal. It swapped out the high-seas action for something way more claustrophobic and, frankly, kind of gross (in the best way possible).
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What Actually Happens in the Movie?
The plot kicks off when spiders start taking over Endsville. Like, everywhere. We’re talking giant, hairy, "don't-look-under-the-bed" spiders. It turns out they’re led by Velma Green, a character who has a massive bone to pick with Grim.
Here is the kicker: Velma and Grim were best friends back in "Doomsday Junior High." They were the outcasts, the weird kids. When the election for the position of the Reaper came up, Velma was the shoe-in. She was scary, she was capable, and she was a spider-centaur thing. What’s not to love?
But Grim won. Velma spent the next 130,000 years (give or take a few millennia) thinking he cheated her out of her destiny. She builds an army, allies with the Dark Elves, and decides she’s going to eat Grim’s head to absorb his powers. It's a lot.
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Why the Lore is Surprisingly Deep
What makes Billy & Mandy Wrath of the Spider Queen stand out is how it handles the "villain" arc. Velma isn't just evil for the sake of it. She’s hurt.
When she finally cracks open Grim’s skull to look at his memories—which, by the way, involves a very weird cameo of a Betty Boop-style cartoon—she sees the truth. Grim didn't cheat her. In fact, it was the Boogeyman who tried to stuff the ballot box. Grim actually tried to cheat for Velma because he thought she deserved it more. He ended up winning because he accidentally looked so cool beating up Boogey that the remaining kids voted for him instead.
It’s a bizarrely touching moment in a show that usually focuses on Billy sticking his nose in places it shouldn't be.
Characters You Forgot Were Even There
You’ve got the usual suspects, obviously. Richard Steven Horvitz brings that manic, high-pitched energy to Billy that makes your ears ring. Grey DeLisle is, as always, the terrifyingly calm voice of Mandy. But the supporting cast is where the real weirdness lives.
- Jeff the Spider: Voiced by Maxwell Atoms (the show's creator), Jeff is at the center of this mess. He’s Velma’s fiancé, which creates this hilarious tension between him and Billy. Billy’s "parenting" of Jeff reaches a breaking point here, and it’s one of the few times Jeff actually gets mad.
- Mindy: Mandy’s rival. She’s usually just a background annoyance, but here she has to team up with Mandy. Watching those two polar opposites try to survive a spider invasion is comedy gold.
- The Boogeyman: Fred Willard (RIP) was perfect as Boogey. He’s the ultimate loser-villain. Even in a movie where he’s the reason for the main conflict, he still manages to be the butt of every joke.
The Animation and Vibe
Directed by Matt Engstrom and Gordon Kent, the movie looks distinct from the regular series. The color palette is darker. The "Spider Palace" looks like something straight out of a Dungeons & Dragons manual—which isn't a coincidence, since the name Velma Green the Spider Queen is a pretty clear nod to Lolth from D&D.
It’s got that classic Maxwell Atoms surrealism. One minute you’re watching a high-stakes battle, and the next, Billy is talking to a carton of chocolate milk that’s thirty years past its expiration date. The milk, voiced by Dee Bradley Baker, eventually turns into a god of anger called Arachnatar. It’s exactly as nonsensical as it sounds.
Why It Still Matters Today
In the era of "reboot culture," people often overlook these TV movies. But Billy & Mandy Wrath of the Spider Queen represents the peak of Cartoon Network’s experimental era. They weren't afraid to be ugly. They weren't afraid to be mean-spirited.
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It also served as a soft finale of sorts. While the show had a few more specials—like the Underfist spinoff pilot—this movie felt like the closing of a chapter on Grim’s backstory. We finally understood why he is the way he is. He’s not just a soul-collector; he’s a guy who lost his best friend over a misunderstanding and has been carrying that guilt for 100,000 years while being bossed around by two snot-nosed kids.
Practical Takeaways for Fans
If you’re planning a rewatch, here are a few things to keep an eye out for that you definitely missed as a kid:
- The Expiration Date: Check the date on the milk carton. It’s actually Maxwell Atoms’ birthday.
- Continuity Issues: If you watch the episode "Dracula Must Die!" right after this, you'll notice the world is totally fine, even though this movie ends with Velma basically starting her global conquest. The show never really cared about canon, and that’s part of the charm.
- Voice Acting: Listen for Kari Wahlgren as Velma. She brings a weirdly sophisticated vibe to a character that could have just been a generic monster.
The movie is currently available on most digital platforms like iTunes and Amazon, often split into two episodes rather than one continuous film. If you want to experience the peak of 2007 animation, it's worth the hour. Just maybe don't drink any old milk while you're watching it.
To get the most out of the experience, watch Billy & Mandy's Big Boogey Adventure first. It sets up the Boogeyman's rivalry with Grim and makes his appearance in the Spider Queen's flashback much more satisfying. Once you've finished the film, look up the "Underfist" special to see where the creators tried to take the world of Endsville next.