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Supposedly, he has no parents, but was raised by wolves. However, he lives in a house and is a next-door neighbor and a good friend of Billy.

Pud'n loves dolls, bunnies and flowers. At times, Pud'n can also be a terrifying force and show his dark side. Pud'n shows a fear of toilets and became even more scared when discovered skeleton's bones in one.

He has also been known to have an allergy to pies, which causes his face to swell up. In one episode, it is revealed that Pud'n thinks that General Skarr has the prettiest lawn on the whole block, but later reveals a powerful hatred for Skarr himself due to an earlier event in the episode involving Grim causing trouble and turning Pud'n's bunny friends into big, huge scary-looking monsters.

He later takes his anger out on Skarr because he believed that Skarr was the one who did it. Eleanor Butterbean is Billy and Mandy's uncaring teacher.

She often takes naps in class on her desk and detests her job as a teacher. While she is mean to everyone, in a few episodes, she is slightly more sensitive, as one time she changes Billy's F to an A, causing the universe to turn inside out, causing her to act like this alter ego of hers.

In the episode where the bus broke down in the desert, despite the extreme heat, she had them dig while she sat in the shade of an umbrella and drank lemonade.

His name was legally changed to Goodvibes, and he makes sure that his students feel good to the point of absurdity. It is later revealed in one episode that he sleeps in his car though in another, he was shown to live in an apartment.

He also bears a rather uncanny resemblance to politician Ron Paul , in both appearance and speech, who may have also influenced the character.

He appears to be on good terms with Mandy, being one of the few authority figures that she does not directly disrespect.

It's unknown what happened to him after this. Hoss is a year-old spectral exterminator; a hunter of paranormal creatures. He possesses one real hand and a mechanical one, the latter of which can seemingly produce any tool he desires, most commonly a metal fist or a chainsaw -launching crossbow.

For a while he dated Eris , and their relationship was very dysfunctional. Hoss is known to make incredibly odd and usually completely irrelevant metaphors, often when talking to someone who is either cowardly or stupid.

Similarly, he uses exclamatory phrases which are different, but recognizable from their original form. In his first appearances he distrusts Grim, but this dissipates as the series progresses.

He is madly head-over-heels in love with Eris. Eris , based on the Greek deity of the same name , here is portrayed as a curvaceous and beautiful, but vindictive, blonde woman with a gap in her teeth.

She delights in causing all kinds of chaos, and does a multitude of destructive things. She possesses the powerful Apple of Discord , a golden apple which can transform into any shape to perpetuate chaos though Billy calls it a "magic banana".

Grim used to have a crush on her during earlier episodes, but later changes his mind, claiming her to be a "psychopath. They were set to appear in the unmade Underfist: The Series.

Jeff is a giant spider who thinks Billy is his father. When Billy opens Grim's magical trunk one day, he finds an egg, which he incubates himself and raises.

When it hatches, Jeff appears and believes Billy is his father. Unfailingly friendly, caring and kind, Jeff wants more than anything to gain Billy's fatherly love despite Billy's arachnophobia -based fear and hatred for him.

Billy frequently beats him with blunt objects. Jeff blames himself for Billy's hatred toward him and constantly tries to win his fatherly love and affection.

With Mandy's help, he finally manages to scare Billy into loving him. In the episode called Spider-Mandy the sickness that Billy contracts from Jeff turns Mandy into huge spider-like creature and when Jeff sees her like this, he thinks that she's his mommy.

The toxins that Jeff's fangs produce help to turn Mandy back into her old-self. At one point, Jeff rejects Billy when he refuses to love his "son", but it just turns out the spider was possessed by a cow-spider demon.

Voiced by David Warner and later Martin Jarvis. Loosely based on the Mesopotamian deity of the same name.

He is a black-skinned supernatural being with green eyes and wears a business suit. With the ability to shapeshift he can create several tentacles from his back that can electrocute his victims or turn them into beings looking like himself.

What Nergal desires most is having friends, once stating that it is quite lonely in the center of the world. He is generally considered something of a loser and he often becomes histrionic over his failings.

In his first appearances, Nergal was one of the main enemies of Billy, Mandy, and Grim, but now as a member of Billy's family because he married Billy's Aunt Sis, he is a friend of them and Billy's uncle, by marriage.

She is a sullen-looking woman with glasses, a large nose, and a hairstyle similar to Gladys. She was a spinster who had experienced four-and-a-half-minutes of love in her "pathetic, lonely life" before finally finding her match in the equally-lonely demon Nergal.

Nergal Junior is the son of Nergal and Billy's aunt Sis. He is also Billy's first cousin. He looks more like his father than his mother.

Like his father, he has the power to shapeshift and most of the time he appears in the form of a kid who rejected his offer of friendship when he first came to the surface.

When he takes another shape, he keeps his lime eyes, glasses, green tongue, and sharp, light green teeth. It is revealed in the episode "Son of Nergal" that his true form resembled a hideous black octopus -like creature, which is rather blobbish in shape.

Like his father, he is lonely and can't find friends, and because of his desperation, he developed evil tendencies and terrorizes everyone who stands in his way, except for Billy and Mandy.

An example of this is the fact that he froze people with supernatural powers, trapping them into ice, captures Sperg and made him his "pet" and sticking his teacher to the ceiling.

However, he does form a close friendship with Billy, Mandy, and Irwin later in the series, and even showed a little affection towards Mandy and asking her to the school dance.

An old arch-enemy of Grim's since junior high school, and a former school bully, Boogey played pranks on Grim throughout his school career one such prank involved publicly humiliating Grim in front of the whole class by giving him a nuclear wedgie from off-stage whilst Grim was reciting a scene from Hamlet; Grim never lived that incident down since everyone called him "Wedgie Shakespeare" afterwards.

Boogey is, in fact, the Boogeyman himself, and can shapeshift in order to scare people. Boogey is Grim's rival in scaring people, but usually fails in doing so.

Being constantly frustrated by his inability to scare modern-day children he blames cartoons, video games and for some reason, the tuba , Boogey visits Grim in the episode Bully Boogie.

Ironically, it is the same dimension to which he sent Billy, one filled with spiny plants and a creature similar to the plants. After getting his old nemesis fired from his position as reaper, he volunteers to take Grim and his accomplices out for a sail with his pirate crew in order to dispose of the former reaper.

Boogey also revealed his plan to claim a very powerful artifact known as Horror's Hand, under the belief that its powers will make children fear him again.

In the end, he discovers that he is not scary at all and after a series of painful humiliations and a few too many hits on the head becomes afraid of everything himself.

Now living in fear, Boogey has not been seen ever since. However, he recovers his memory in the videogame , but later, he loses his memory again.

It's unknown to what happened with him after this. He attempts to cheat in the Grim Reaper election by stuffing the ballot box, but Grim catches him and tries to undo what he's done.

Velma then finds Grim with the ballot box, assumes that he is trying to cheat and runs away in tears. Angry at Boogey for destroying his and Velma's friendship, Grim grabs the scythe and attacks him in a horrifying display.

This prompts everyone else in the school that hadn't already voted to support Grim, meaning that Boogey was inadvertently responsible for him becoming the Grim Reaper.

Judge Roy Spleen is the judge of the Underworld Court. He and the whole Underworld Court first appeared briefly in the episode "Home of the Ancients", but had a greater role in the episode "Keeper of the Reaper".

He hates Fred Fredburger, who pestered him constantly during "Keeper of the Reaper". He, in "Keeper", paternally allowed both Billy and Mandy have Grim on the condition that Billy doesn't leave his house for one week.

Voiced by David Wittenberg. Bun Bun is a marshmallow rabbit and the main antagonist of the Halloween special Underfist: Halloween Bash. A spoof of Harry Potter , Nigel Planter is a boy with glasses and an "L"-shaped scar on his forehead it was later revealed to be nothing more than a pen mark.

He is often overconfident and holds a deluded self-image, often taking credit for things he did not do like Mandy's sabotage of rival house Gunderstank's efforts of winning the house championship.

Later in the series, it is implied that he holds mild romantic affections for Mandy. In the episode Order of the Peanuts , it was stated that Nigel was the last heir to the Planters Peanuts Company , giving an explanation to his terrible track record as a wizard.

Toadblatt is a large, humanoid toad wearing a purple wizard's robe. He hates Nigel Planter with a passion, and goes to various lengths to remove him from his school.

After John Vernon's passing, Toadblatt's voice and entire character design was entirely changed for the next cartoon. Only one character noticed the change, and was dragged away to an unknown end.

This was a parody of the fact that two actors portrayed Albus Dumbledore in the Harry Potter films when Richard Harris died, the role went to Michael Gambon.

A spoof of Harry Potter villain Lord Voldemort. At the end of the episode it is revealed that it was Toadblatt in disguise who wanted to get rid of Nigel.

Later, in "The Order of the Peanuts", the real Lord Moldybutt reveals that he is not out to kill Nigel, but he is a real estate attorney, and wishes to sign over the Planter's peanut farm left to Nigel from his dead parents.

He gave Nigel an L-shaped pen mark which Nigel thought to be a scar when he was young, referring to Harry Potter's lightning scar.

Saying Lord Moldybutt's name causes things to break, even if said by Moldybutt himself. In consequence, people call him "he-who-should-never-ever-be-named".

However, many characters, especially Billy, carelessly say his name with disastrous consequences. Fred Fredburger is a dimwitted, pale green, bipedal furry otherworldly creature resembling an elephant with stubby horns and the tail of a devil.

He is depicted as being generally idiotic, infantile, and harmless; he dwells on subjects such as his recent defecation, small facts about himself, and spelling his own name aloud.

He debuted in the episode "Keeper of the Reaper" presiding on the court case between Billy and Mandy regarding the Grim Reaper's custody due to Billy's upcoming move.

He would later appear in a different episode as the winner of a competition, being rewarded with a day spent with Grim that wound up ending poorly with Fred being cast into the arctic.

Aside from this, Fred has been shown to harbor an adoration of frozen yogurt and nachos, and wound up overtaking the future as a powerful overlord.

Fred's name may be a play on the name Fred Freiberger , a producer of several s television programs. Fredburger's voice actor is C.

Also, Chowder made a little cameo in Underfist: Halloween Bash. Dracula is a vampire that was Grim's childhood hero who has normal ears and is the biological father of Dick and therefore is Irwin's grandpa.

Dracula talks in the third-person. He gets angry at people for wanting to do things for him. He always wants people to see him dance. When he danced for Tanya she instantly fell in love with him, but he ran away from her when she beat him up, thinking he was a bat.

Dracula's appearance and mannerisms are patterned after the blaxploitation movies of the early 70's, most notably Blacula while also taking inspiration from Fred G.

His head is covered by a spiked helmet, obscuring his eyes; and he wields a large mace and shield. He swears eternal and single-minded loyalty to his chosen master, tattooing their image on his body along with anything else he feels particularly passionate about.

He first appears in "House of Pain", declaring himself to be Grim's servant, and attempts to kill the kids to free Grim, but ends up taking Mandy as his new master instead.

In "Everything Breaks", he brings Billy with him to the Plane of Eternal Suffering on Mandy's orders to help cure him of his destructive habits.

According to Wrath of the Spider Queen , he formerly attended Junior High alongside many of the other characters. Given the Hell -like nature of his realm, Lord Pain is probably based on Satan.

A minor character, Milkshakes is Billy's endearing pink pet cat. In spite of his lack of significance in the series, on a couple of occasions he has played a key role; his body has been overtaken supernaturally on two occasions in the past; once by an intellectual tutoring spirit known as a bookworm to help Billy in school and on the other instance by an enraged, vindictive Mandy, whose body had been possessed by a clowning Billy earlier in the episode.

Voiced by Jess Harnell and Richard Horvitz. Mandy's pet dog. He drools a lot, thus his name. He appears here and there, as well in the theme song along with Milkshakes and Mr.

Snuggles, even though Mandy is disgusted and annoyed with him, she does care about him. Grim's pet demon dog from the Underworld, with two heads of a doberman and one of a poodle.

He however has no control of him whatsoever, which often terrifies him. But as Billy and Mandy love their pets, Grim loves him. Voiced by Richard Horvitz.

Billy's elderly pet hamster who is seven years old "like a gillion in hamster years", Billy claims. He is the exact reason why Grim became Billy and Mandy's friend.

He appeared in the pilot, "Meet the Reaper". In one episode of the series, Mr. Snuggles saved Milkshakes, but Milkshakes eats him anyway. Near the end of that same episode, Mr.

Snuggles escapes by breaking Milkshakes' teeth, followed immediately by a fourth wall break courtesy of Billy saying, "What? You didn't think we'd let Mr.

Snuggles get eaten, did you? Snuggles has brown fur and black spots on his back. Voiced by Weird Al Yankovic. A squid used by Toadblatt to allocate his new students to the school's various houses, in homage to the Sorting Hat from Harry Potter.

He also appears to be a singer and guitarist. He makes his first appearance in "Toadblatt's School of Sorcery". After sending the first three students to Gunderstank, he sends Billy and Mandy who threatens him should he touch her by saying she's "in the mood for calamari" to Weaselthorp.

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