- [Billy and Mandy have been discussing Billy's fear of clowns, which Mandy has called "pointless"]
- Billy: Mandy, you have to believe me! The clowns want to take over and become the dominant species! They will
- [shouts at the top of his lungs]
- Billy: Destroy us all! Destroy us all! Destroy us all! Destroy us all! Destroy us all! Destroy us all!
- Billy: [sitting at his desk in class with his fellow students]
- [shouting]
- Billy: Destroy us all!
- Billy: [at the chalkboard, attempting to solve a math problem]
- [shouting]
- Billy: Destroy us all!
- Billy: [at his locker in the hallway]
- [shouting]
- Billy: Destroy us all!
- Billy: [In Biology class, dissecting a frog]
- [shouting]
- Billy: Destroy us all!
- Billy: [on the swingset at recess]
- [shouting]
- Billy: Destroy us all!
- Billy: [in the lunch line]
- [calmly to the lunch lady]
- Billy: I'll have the chicken
- Billy: [sitting at the lunch table with Mandy and Irwin]
- [shouting]
- Billy: Destroy us all!
- Billy: [doing sit-ups with the other kids in gym class]
- [shouting]
- Billy: Destroy us all!
- Billy: [in the Boy's bathroom, we see Billy's feet underneath a closed stall]
- [shouting]
- Billy: Destroy us all!
- Billy: [getting off the bus with Mandy]
- [shouting]
- Billy: Destroy us all!
- [he walks home off screen, still shouting]
- Mandy: [annoyed] That's it!
- [pours Grim, piece by piece, out of her backpack]
- Billy's Mom: Oh sorry, Billy. We weren't laughing AT you, we were laughing WITH you.
- Billy's Dad: I was laughing AT you.
- Hoss Delgado: Give it to us straight, Goodburger. Is our little Remus...
- Mandy: Billy.
- Hoss Delgado: ...Billy, on the bullet train to Smartsville, or is he riding the slow pony to the rubber forest?
- Mandy: [holding a knife and fork at the show's intro] If you really are what you eat, I should become you by morning.
- Eris: Care for some trout?
- [hits Principal Goodvibes with a trout]
- Principal Goodvibes: Um... why did you hit me in the face with a trout?
- Eris: Because the mackerel wasn't fresh.
- Grim: One little, two little, three headless teddy bears. Four little, five little, six headless teddy bears. Seven little, eight little, nine headless teddy bears. Half a million to go.
- Grim: [Commercial] I am the Grim Reaper, ruler of the Underworld! Or at least I was, until I met Billy and Mandy.
- Jeffrey the Spider: Hey, Dad.
- Billy: [frightened] Get away!
- Jeffrey the Spider: I've got some big news to tell you. I just laid thousands of eggs. You know what that means?
- Billy: Aah!
- Jeffrey the Spider: Yep, you're going to be a grandpa!