The Grim Adventures of Billy and Mandy Wiki
Here Thar Be Dwarves!
Here thar be dwarves.png
Series The Grim Adventures of Billy & Mandy
Season 3
Production code 315
Writer Gord Zajac
C. H. Greenblatt
Broadcast information
Cartoon Network US Premiere July 23, 2004
Paired with Bully Boogie
Chronological information
Bully Boogie
Which Came First?

Here Thar Be Dwarves! is the 15th episode from season 3 of The Grim Adventures of Billy & Mandy.


The episode starts with Billy wanting to go to a picnic with everyone but because of the last one they wouldn't (turns out it was Harold wearing a Bigfoot Suit that kidnap Billy). So, Billy starts walking into the woods for a picnic.

As he is walking, he is attacked by feral versions of Yogi and Boo-Boo (from The Yogi Bear Show) to steal his basket. Although, he escapes them by running into a cave. As he gets in deeper, he encounters a door with writing on.

When he reads the writing, a dwarf comes out and after mistaking him for one of the elves takes him inside. After showing him a tour of their mushroom factory, he brings Billy to their King Beardbottom, and presents Billy to him. After hearing that he is an elf, he "inspects" him to make sure. Then, he finds out Billy is a human ,so he gives another tour. After Billy finds out he doesn't like mushrooms and hates the elves, he asks why do they control the mushroom business, so Beardbottom tells the story.

According to his flashback, after the great war of mid-western earth, a meeting was made to discuss what creature should control each food supply, for example, mankind gets to control the hamburger supply, the half-lings get to do the chicken nuggets, and the druids get to control the lentils and soy supply. Then, when Reagan said the dwarves would have to do the cookies, and the elves would have to do the mushrooms, the head elf comes forward and says the dwarves should handle the mushrooms because their muscular build is suited for cutting and cooking mushrooms. Presented with this suggestion, Beardbottom goes along with it. After that, Billy interrupts the flashback by coming inside it, and asks why is Beardbottom mad if he chose to do the mushroom business, so he tells him why. According to him, the elves knew the cookie business would get more money, but the head elf said he didn't. Although, Beardbottom said they did, and they get into an argument.

When Beardbottom gets tired of it, he ends the flashback and gives Billy a mission. He tells him to infiltrate the elves' cookie factory by dressing up like them. Once he is in, he has to turn off the shields, the elves' only defense. After that is achieved, the dwarves would be able to launch their assault.

Beardbottom shoots him in a cannon to the cookie factory where Billy gets to see Mandy and Grim washing a car as he flies. After finishing the plan, the dwarves get in and attack. A fierce battle is fought (most of it is censored by a video of a pink koala bear licking a eucalyptus leaf because of "younger viewers") with losses on both sides. Because of the devastation, Billy makes a speech saying they should work together, and they do, splitting the profits 60/40. In the end, Billy sings for everyone because of his idea for karaoke. In the end credits, a girl gets to try the new mushroom cookies.


  • Story by: Gord Zajac, C. H. Greenblatt
  • Storyboard by: C. H. Greenblatt
  • Art direction: Rae McCarson
  • Directed by: Robert Alvarez


Here Thar Be Dwarves/Transcript


  • The "Mushookies" appeared a few years later in Cartoon Network's online game FusionFall. They are seen on signs around the suburbs area.
  • The For a good time call message is actually a prostitution joke, making it one of the fewer adult jokes in the series.
  • The meeting of the food industry is a reference to the book and movie, The Lord of the Rings, when they decide what to do with the ring. The meeting place is also an exact replica of Rivendell.
  • The Sergeant who appears before censoring the fight is a reference to Sergeant Hartman from Stanley Kubrick's film Full Metal Jacket. His design is inspired by the aspect of R. Lee Ermey. R. Lee Ermey also voices the Sergeant.


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