The episode opens with Scott seen running from Fang once again, but he is soon caught. Scott initially surrenders himself and tell Fang to quickly finish him off but an unidentified flying object appears above them and distracts Fang. This gives Scott a window of opportunity to have the upperhand on Fang, by kicking him in the groin and runs back to camp where the object is revealed to be a blimp which drops an anchor on Scott. While Cameron states that it's not a blimp, but a zeppelin, the board leading on to the aircraft crushes him. Chris then appears and calls the aircraft his "McLean Air Mobile Command Center," and also says that this challenge will be an aerial obstacle course. He brings out Heather to demonstrate the challenge and the contestants complains at the sight of her. Chef puts a jetpack on her as she flies through an obstacle of hoops of fire, and afterwards faceplants into the ground, while her parachute opens late. Zoey thinks that this challenge isn't exactly safe, and Chris snaps back saying it's totally unsafe when he also brings up the mutant Mountain goats. Zoey says that she is out, but Chris changes her mind by bringing out the million. Chris continues with the challenge and says that they all have to build an aircraft to use. Despite Cameron seeming worried, Jo tries to make an alliance with him since Lightning and her are done after last episode's incident.
Heather demonstrates the challenge.
The contestants then head over to a junkyard and pick the type of machine they will have to build. Jo got a hot air balloon, Lightning got a helicopter, Zoey got an airplane, Cameron got a rocket, and Scott, who was last to choose, got a bird. Chris also brings out the reward for whoever builds their aircraft first, a smoke machine. Jo uses Cameron to her advantage to know what to do to get her hot air balloon working, while Lightning also asks him, he told him he needed a fan and an internal combustion engine. Jo then disconnects them when Jo grabbed him. Scott tries to figure out how to build a bird when he sees the mutant gulls. He chuckles as he rips off feathers from their chest.The gulls retaliated back by attacking him. Zoey tries to act helpless because of her machine being an airplane, until she finds all her parts laying in the same location, and finally agrees to build it. While Lightning was trying to start his project, he finds items Jo needed for her air balloon. He hides them behind a giant fan and a motorcycle, which were things that could help him build a helicopter. He walks away thinking that Jo will never find them and laughs, but then he realizes he needed those two machines. After Cameron finished Jo's air balloon, she tells him before he goes off doing his machine to sabotage Lightning , and gives him a shovel to knock junk on his machine. Cameron tries to do so, but fails and is flung by the shovel to a rocket engine. Jo tries to see what was taking Cameron so long and finds him completing his rocket. Chris announces that Cameron wins the first challenge.
The Mutant Goats attack the cast.
After everyone has built their aircrafts, Chris announces the challenge from up above in his zeppelin. Heather is also seen in the blimp hitting Chris and Chef with Chris' Gemmie award. They are both shoved off while Heather is left onboard with the million dollar prize. Chris doesn't seem to care about what Heather does until Zoey brings up Chris' award is still up there, and changes the challenge from its original plan and to capture Heather instead. Heather uses all of Chris' awards as a weapon to keep the others away. Chef is seen with the ammo everyone needs to use, mutant Goat eggs. Chris says whoever takes down Heather wins immunity, and tells them also be careful of the goats who are "super ticked." A flashback is then seen of Chef blowing an airhorn to the Goats to get them to leave their eggs needed for the challenge. Scott is seen talking to himself about how Zoey tried to vote him off, and targets her. Fang is then shown caught up with Scott and chases him. Jo is the first to get off the ground with Cameron's smoke machine when she told him it would be better off with her, he then releases her rope, which Fang got caught on while trying to get Scott. Lightning, Scott, and Zoey are all seen then leaving the grounds.Scott tries to get back at Zoey by jumping on her plane, while Lightning tries to hit the zeppelin, but fails. Heather then laughs at his weak attempt. Lightning tries to make his second attempt when Cameron flies uncontrollable on his machine and passes Lightning and starts to hurl wildly
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