This season has 13 regular episodes. New characters introduced include Captain Deadwood, a sailor made entirely of wood, except for the little finger; Fred Fredburger, an incorrigible dumb, elephant-like creature from the Underworld, who only cares about nachos, frozen yoghurt, spelling his own name, and saying "Yes!"; and Pandora (a parody of Dora from Dora the Explorer), who tricks Mandy into opening Pandora's box. Other characters that have major appearances are Judge Roy Spleen, the judge of the Underworld Court; Miss Butterbean, who is kidnapped by the unfrozen Fred Flintstone (from The Flintstones); General Skarr, who becomes a plant-like creature while tending to his garden; Hoss Delgado and Eris who became a couple, and now break up; Morg, the Martian Grim Reaper, who, together with Grim, plans to conquer Earth; Dracula, who is as cranky as always; Principal Goodvibes, who becomes an gangsta-rapper; Irwin's grandmother, who knows plenty of yo-mamma jokes; and Jeff the Spider, who infects Mandy with "Spider Pox". In Billy & Mandy Begins, Billy, Mandy and Grim recount the beginning of their friendship, including two fantastic stories and the real story from the first episode in the series.