Billy strikes up a friendship with the sludge-obsessed Count Wretcher, who offers to help fix the Cheeserator for his own nefarious plans.
Plot[]
Billy is trying to catch a butterfly when he suddenly finds himself in the sludge covered yard of Count Raymond Wretcher. Wretcher, who lives in a tall skinny tower with his servant Thurston and mother Mrs. Wretcher (who speaks from a picture with an audio box), tries to get rid of Billy who is convinced that he is a new friend for him to hang out with. Wretcher is about to turn him away until he hears that he came from the surface world. Wretcher plots to take over the surface using his sludge to cover every inch of the world and its inhabitants. He has Billy take him to the Cheeserator where he discovers that it is inoperable, much to his dismay. Marsha and Zeke do not trust Wretcher, but he easily distracts them with candy. Billy agrees to get started on fixing the machine.
Billy and Wretcher first enter a cave of green lava to extract a sample. Wretcher finds himself caught on a sinking boat during the expedition, but Billy manages to save him. They next head up the mountain to retrieve the frozen mucus of an Emperor Penguanadon. Wretcher ends up getting more than enough, mostly because the creatures sneezes on him. They head back to the Cheeserator where Billy asks for one final ingredient: Wretcher's left sock which has a "hint of brie, no, limburger". Billy mixes it up in time for Marsha and Zeke to arrive and Billy presents the concoction which actually turns out to be ukulele glue for a small hula dancer bobble.
Wretcher is enraged, announces his plans and takes the small lump of ukulele glue and shoves it into the power tank which to the surprise of everyone actually works and makes the Cheeserator to move. It stops briefly and Wretcher gets out to check on it. The Cheeserator, picking up his cheese smelling socks, begins chasing him down. Billy rushes out to help him and heads back to the tower where he coats himself and Wretcher in slime stopping the machine. Wretcher thanks Billy for saving his life and tries to cover his previous claim that he wanted to share his sludge with the world. Marsha and Zeke rightfully distrust him, but Billy takes his word for it, much to their annoyance.
