- Arnold: Don't feel bad, Phoebe. Only a giant spider could trap that general.
- Phoebe Terese: Yes! Arnold, you're a genius!
- [Keesha climbs down from the roof and peeks her head into the window on the bench Carlos is sitting in; Carlos is disinterested in the movie and is reading a book]
- Keesha Franklin: What's the matter, Carlos? Not into insects?
- Carlos Ramon: They're not my favorite thing in the world, ok?
- [a spider lands on the page Carlos' book is open to]
- Carlos Ramon: And what I really hate are... spiders!
- [Carlos screams and throws the book onto the floor of the bus; he nearly storms out, but Phoebe stops him]
- Phoebe Terese: Wait, wait! Spiders aren't insects, you know. They have eight legs and insects only have six.
- [Liz crawled into the bus via an open window and attempts to eat the spider, but is stopped by Phoebe who captures it, places it in a plastic cup and shows it to Carlos]
- Phoebe Terese: Here, I'll show you. Gotcha! See? It's an orb spider.
- Carlos Ramon: Yuck! Just because you like spiders doesn't mean everyone does.
- [Phoebe releases the spider outside of - nearby window on the bus]
- Ralphie Tennelli: Hey, Carlos. I thought you weren't scared of anything...
- [Ralphie ominous looking figure resembling the silhouette of a spider approaches the bus as show in the window of the emergency exit door]
- Ralphie Tennelli: Yikes!
- Carlos Ramon, Ralphie Tennelli: What is that?
- Ralphie Tennelli: Is it just me, or is it...
- [the door opens revealing the monstrous, spider like silhouette to be the Frizz carrying a large tray filled with soda and popcorn]
- Phoebe Terese, Dorothy Ann, Carlos Ramon, Tim, Ralphie Tennelli: Miss Frizzle?
- Ms. Valerie Frizzle: Popcorn, anyone?
- [the class witnesses a fly caught in a web being carried away by a spider]
- Arnold: Bet that fly wishes he stayed home today!
- Phoebe Terese, Carlos Ramon, Wanda Li, Keesha Franklin, Dorothy Ann, Ralphie Tennelli, Tim: Arnold!
- [the class has created a trapdoor spider nest to trap General Aranius; but realized it failed and are discussing what to do next while eating pizza]
- Wanda Li: Ok, ok. What did we learn from all of this?
- Carlos Ramon: Never order mushrooms and anchovies on the same pizza!
- Wanda Li, Arnold, Phoebe Terese, Keesha Franklin, Dorothy Ann, Tim, Ralphie Tennelli: [annoyed] Carlos!
- Wanda Li: What we learned is, for prey on the ground, use a trap on the ground.
- Phoebe Terese: Except our prey wasn't on the ground!
- [Ms. Frizzle has been caught by a spider]
- Ms. Valerie Frizzle: Look! I've been invited to dinner!
- Keesha Franklin: [alarmed] You mean you're going to *be* dinner!
- Dorothy Ann: According to my research, "Stand By Your Mantis" came out in 1953.
- Tim: Yeah, and the critics probably said "Get the exterminator!"
- [the entire class laughs at Tim's comment]