A Beetle, a Fly and a Glow Worm were looking at clouds but were next to the hungry Mr. Arachnid.
At the spiderweb, Beetle, Glow Worm and Fly looks up the cloud, but the cloud it's look like a cow. Fly tells Beetle to ask Mr. Arachnid before he drinks him like a milkshake, Beetle calls Mr Arachnid to down there and Fly tries to stop Mr. Arachnid to go back to sleep. Mr. Arachnid tries to eat Fly and Beetle tells Glow Worm for never told him that, but maybe it is a bunny and Mr. Arachnid are ready to eat Fly. Suddenly, Lucas kicks the spiderweb and Beetle, Glow Worm, Fly and Mr. Arachnid flied through into the Venus flytrap. Mr. Arachnid calls a cow on a cloud and Beetle said "I still see a bunny." Fly hits Beetle before the episode ends.
S. Scott Bullock as Glow Worm
Mark DeCarlo as Fly
Rob Paulson as Beetle
Frank Welker (uncredited) as Mr. Arachnid
Lucas Nickle (cameo)