When Billy, Mandy and Grim go to the beach, Billy is swallowed by a whale known as Blubbery Joe, which also houses in her stomach Mister Geppetto and Pinocchio. Tired of not having a real son ...

Once again, Jeff tries to make Billy love him as a true father does, but Billy remains terrified of all bugs. Mandy tells Jeff he is being too nice, and to get Billy's attention he needs to be meaner.