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The Glooms fly to the top of a mountain top where Hildy plans to cast some magic to knock down the castle wall making it easy for them to get in. After giving each other a nose kiss, Hildy summons a storm cloud to bring lighting down on the castle. However when Grim begs her to let him do it, he ends up destroying their house. Hildy becomes fed up with his stupidity and even though Grim says he was just trying to help, she harshly tells him she doesn't need any help from him and flies away on her broomstick. This hurts Grim a lot but admits that Hildy is right; he can't do anything right, so he decides to find a way that will make him smart.
With help from the crystal ball, he heads to the cottage of the 7D in disguise to meet Doc for help. Doc tells him it takes years to become smart but wanting to gain smartness faster, Doc gives him the smarty-pants stone which instantly makes him a genius. With Grim's new-found intelligence, he organizes everything in the house, mixes a perfect disappearing potion and a beef Wellington to die for. While having dinner, Grim tells Hildy he is going to take over the castle which surprises her, usually it was Hildy who planned to take over the castle.
Turning themselves into Skunks, the Glooms stink Queen Delightful and Lord Starchbottom out of the castle and Hildy happily crowns herself Queen. When the 7D tried to take back the castle, Grim always manages to stop them. Hildy is delighted with Grim's smartness until she finds that Grim’s new-found intelligence makes him less attentive to her, he rejects a nose kiss and Hildy's baby talk. Then he replaces her with himself as King, saying he would make a more superior ruler. The 7D finally get into the castle using their secret tunnels. When Hildy spots Bashful attempting to swipe the smarty-pants stone off of Grim she almost warns him but because she misses her old stupid husband, she deliberately says nothing. Bashful swipes the stone and as a resault Grim returns to his old goofy self. He tries to get the stone back but Hildy tells him he does not need it and she wants him back. The two happily nose kiss and Grumpy sends them on a second honeymoon, to the moon.
- Bill Farmer as Doc
- Maurice LaMarche as Grumpy
- Kevin Michael Richardson as Happy
- Scott Menville as Sneezy
- Billy West as Bashful
- Stephen Stanton as Sleepy
- Dee Bradley Baker as Dopey
- Kelly Osbourne as Hildy Gloom
- Jess Harnell as Grim Gloom
- Leigh-Allyn Baker as Queen Delightful
- Paul Rudd as Lord Starchbottom
- In this episode, it is revealed that Hildy's name is short for Hildegard.
- Grim sings his first solo song for the first time in this episode.