One typical day in the outback, Scratches is scratching and biting himself. He sees a tree and goes to rub his body against it. Suddenly, a large spider jumps out of the tree and lands on Scratches, biting his head. Scratches' head develops an itchy rash, but as he scratches, it swells up.
At the clinic, Platto reveals to Scratches that the spider has poisoned him, and he must resist scratching the rash or face severe consequences. Platto walks off to find an antidote for the poison, so he appoints Joey, Hairy, and Kuddly to keep Scratches from scratching himself.
Joey tries to talk to Scratches by therapy, but as Joey talks, he scratches his rash and makes the swelling worse. Next, Hairy tries distracting Scratches by giving him dinner. Scratches is given a bowl of spaghetti, but he uses the fork to scratch his rash, getting it impaled into one of his blisters. Finally, Kuddly tries to hypnotize Scratches to stop scratching. Unfortunately, she makes Hairy scratch his head, making it even worse.
Meanwhile, Platto travels through a dense rainforest to look for the antidote. He stops at a river and sees what he is looking for at the top of a mountain - a flower. Platto proceeds to cross a river by stepping on a what he thought was a log (but was obviously a sleeping crocodile that he woke up).
Back in the outback, Scratches now has a cone covering his head. Joey, Kuddly, and Hairy all walk away, happy that the problem was solved. Scratches tries unsuccessfully to scratch his head - which is now pink an covered in large blisters. He stumbles into a tree, and sees the same spider crawl towards him with other spiders, who get stuck in the cone and bite his head. Scratches runs in pain, soon tripping on a rock. This causes the spiders to fly onto Joey, Kuddly, and Hairy, who all get swoolen rashes.
Platto comes back with crocodile bites and the flower. He gets Joey, Kuddly, and Hairy to each eat one of the flower's petals. Unexpectedly, they all explode. Platto reads his book and sees that he got the wrong flower. Meanwhile, Scratches' cone pops off, as his head has swelled to the point where it couldn't fit inside the cone. All the spiders run away in fear in Scratches' horrifying disfigurement. Platto cheers, but sees Scratches' face and runs away screaming.
Breaking the fourth wall, the episode ends with the iris closing in on Scratches' swoolen head, making it explode.
"Make things swell!"
- Joey, Kuddly, and Hairy all explode from eating the wrong flower.
- Scratches' head explodes.
- Nobody dies until 5 minutes through the episode.
- This is widely acclaimed to be the grossest episode of AOF, mostly due to Scratches' swoolen face disfigurement.
- This is the first 7 minute episode of AOF.