I'll deal with you little apes later. Right now I got bigger heads to fry!
- Velma in Wrath of the Spider Queen
Velma Green the Spider Queen is the false main antagonist in Billy & Mandy: Wrath of the Spider Queen, an arachnoid having moved from The Spider Planet in Galaxy Omega 9 during her and Grim's childhood.
Velma's spider half consists of a huge green abdomen with six spider legs, freckles, spinnerets, and a yellowish stinger. On her humanoid half she has pale skin, freckles on the both side of her cheeks, and black hair. She wears heavy makeup: consisting of green eyeshadow with black winged liner and indigo lipstick with her upper lip being slightly darker. Velma wears an indigo shirt with no sleeves and long purple gloves, along with an indigo collar with a red jewel. She wears a crown shaped like a spider and holds a scepter.
In her teen years she wore a purple sweater, earrings, and glasses. She had braces and wore a ponytail.
In the beginning, Velma seemed to show her nice and kind personality, but she developed a vengeful, mean, and evil personality. This change was based on the fact that she thought Grim cheated when he was chosen to be a reaper. However, after discovering the truth, she apologized to Grim and went back to being kind (that is, until Jeff cancelled the wedding, thanks to Billy). Apparently she is also a cannibal, much like real spiders.
She is very agile and durable, can temporarily paralyze her victims by stinging them and can shoot thin strands of adhesive webbing from her spinnerets. Apparently, her face and cheeks turn red when she uses her webbing.
- Spider Queen's Song: Beautiful, soft, non-lyrical songs and melodies that Velma uses to musically summon and attract other spiders to her; its hypnotic sounds are strong enough to call spiders from all across the globe.
- Web shooting: Shoots strands of spider web silk to cocoon her victims and can even shoot from from afar.
- Cocooning Victims: When Velma cocoons her victims, they are unable to move and stuck in the cocoon.
- Stinger: At the end of her abdomen she has a yellow stinger that is used to paralyze her cocooned victims.
- Agility: Velma can run, jump, and move fast.
- Hissing: Velma usually hisses at people who assault her.
Velma was once Grim's best friend during their days at Doomsday Junior High together, but their strong friendship later dimmed when Velma thought that Grim had cheated to be the Grim Reaper, causing Velma to lose all the love and respect she had for Grim (in reality, Grim had tried to help Velma win). She eventually met Jeff, they dated for a while, and she became his fiancee.
She swore to avenge herself by destroying Grim. However, Mandy learned the truth and she showed Velma how wrong she was for falsely accusing him of cheating when a stray paper revealed her name, which made her cry out of guilt and apologize to Grim. Grim revealed that all the votes were for her because she would've made the best reaper in their school. Velma renews her friendship with him when he tells her the truth of what really happened on that day. Grim found out that the Boogeyman was afraid of losing to her and continued cheating by putting more votes for himself so he could embarrass Velma after she lost. Enraged, Grim unleashed an impressive display of his supernatural powers — stemming from all the pent-up inner rage that she had once assured him that he had inside himself all along — and terrorized his longtime nemesis for trying to embarrass Velma, which led to everyone who hadn't already voted to vote for Grim instead.
In the end, after Jeff calls off his and Velma’s wedding after Billy objects to the marriage, Velma tells Grim that she’ll probably just rule the world like her dad Skippy always wanted her to — early on in the film, Velma’s mom feels that their daughter has the dominating ability to conquer two planets instead of just one.
- Her name is a play on Vanna White, the hostess of Wheel of Fortune.
- Velma has a yellow stinger that was used on Boogey to paralyze him; in real life, however, spiders don't have stingers.
- In the end credits of “Underfist: Halloween Bash”, Velma makes a cameo, but looks very different.
- According to one of the writers, when she was a baby, Velma had a habit of sucking on her pacifier and hugging her Teddy Goblin (looking like the same as she was as an adult but with a diaper) and if anyone took them, she would cry and attack them, take them back and continue sucking on and hugging it. As a kid, she loved eating people who accidentally sneezed on her.
- She has a Transatlantic accent similar to Eris.