When Freddie gets a new job at the Pear Store, Sam, who is employed with him, accidentally ruins it. Meanwhile, Spencer makes a fire for the 18th time and because of their tiredness, the fire department is done with the Shays and to apologize, Spencer brings a batch of brownies to the station. Unfortunately, the vengeful staff makes him volunteer at the fire station, which leads to another fire, this time at the station. Also, Carly meets a boy at the the Pear Store named Trey and becomes obsessed to get him to ask her out.

Optimus Prime travels to Antarctica to hunt down the second relic, but while there he is confronted by Dreadwing and Starscream, and finds himself caught between shifting alliances.

As Mitch represents a young woman charged with solicitation, he discovers she has a much more dangerous secret. Meanwhile, Abby and Claire take a trip to Kentucky to visit Abby's parents, but is reconciliation possible after ten years?

Will Ferrell hosts. Music guest: Usher

After a long week of hard fought challenges the remaining twelve contestants compete in a French Pressure test to claim the last remaining spots in the Top 24. But whose dish will earn them an apron?

It is bad enough Spider-Man catches a cold, but things drop from bad to worse when a new Spider-Man dressed in black attempts to replace him. Are his friends right and is his jealousy getting the best of him, or is the new Spider-Man Venom's latest victim?.

The Avengers are torn apart when Nick Fury returns and reveals that the shapeshifting alien Skrulls have begun infiltrating Earth. The situation becomes worse when they learn a Skrull lurks within the Avengers.

Holly and Reggie return with the results of this week's public vote. Jaz and Ruth learn that they have topped the public vote and are guaranteed a place in the semi finals of the competition. Tom and Will.i.am then have to decide which two of their respective acts will be going home this week. Will decides that Joelle and Frances are going home whilst Tom decides that Adam and Matt & Sueleen will be leaving his team.