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 (a giant spider) 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.