(On a moonlit, rainy night, the Rust Bucket drives through the mountains, where inside...)

Ben: "Change it!"

Gwen: "No way! You change yours!"

Ben: "It's your turn!"

Gwen: "Not a chance! I already have everything planned out! The second I found out that Zack and I share a birthday, I started planning!"

Ben: "Six months in advance!?" [He placed his athletic ridden foot on the table as he continued to scratch it.] "Besides, Grandpa is taking me and bro to play laser tag for our birthday!"

Gwen: "But you can't miss my party with Zack, Grandpa!"

Max: "Now you two have shared the same birthday for 11 years, and if you don't stop arguing, Zack will be the only one turning 18!" [He hands Ben a foot powder for his athletic foot.]

Meanwhile...

Zack: "So how are you two holding up?"

Kelly: "So far, so good. Don't have to deal with my alien-mix brother anytime soon."

Zack: "And you, Charmy?"

Cass: "I'm doing okay. Now that I don't have to deal with my uncle's crazy obsession of dark magic, this summer has been going great."

Zack: "That's good. Everything's going to be all right. If something happens to us, I'll be here to protect you all. You have m-"

(The Rust Bucket suddenly jerks to a violent stop, causing Zack and Cass fall to the ground with Cass landing on top of Zack, as the pair blushed as they noticed this and Cass quickly gets off of Zack, who also gets up and see what the problem is.)

(It turns out to be a young boy named Gilbert had wondered into the road. After Max had swerved to avoid turning the boy into roadkill, he passes out. They brought him into the RV to find out not only his name but that he came from Camp Opinicon they passed on the road. They traveled to the camp in hopes of returning the boy but also to find the nurse for him.)

(When they arrived, Max and the kids went into the Mess Hall as it was the only building with lights on. However, the place was a mess with no one in sight.)

Zack: "Hm, this is strange. Where is everybody?"

???: "They all left."

(They both look to see a girl with long blonde hair and blue eyes. She was only wearing a green shirt, red skirt and red shoes. She also had two distinct whisker marks on either side of her face.)

Zack: "Oh, hello there. Who are you?"

Lucy: "I'm Lucy Mann, one of the campers. Is there something the matter?"

Zack: "Yeah. We just found this kid who almost got turned into roadkill and we're trying to find a nurse. Do you think you can help us?"

Lucy: [nods] "Sure." [She leans in to Zack's face.] "Besides, you look cute to be around with~" [Zack blushed and shyly nods, earning a giggle from Lucy and she earns a glare from Kelly, Gwen and Cass.]

(Max went over to a plate of spaghetti and held his hand over it.)

Max: "Foods still warm."

(The power suddenly went out with a crack of thunder. Max turned on the flashlight to see both Gwen and Cass holding Zack while Lucy was just standing with a jealousy look on her face and Ben and Kelly were eating the spaghetti. Max tried to hand Zack a spare flashback, but he couldn't grab it due to Gwen and Hope holding him tightly so Ben took it instead.)

(A metal clang got everyone's attention. They went to investigate the source of the noise, which was at the kitchen. As they explored the kitchen, Gwen and Cass were scared out of their minds and latched onto Zack like their lives depended on it.)

(They quickly found two young twins hiding in a closet. They introduced themselves as Andy and Mandy.)

(A crack of thunder scared the young twins as they raced towards Zack and hugged him around his waist. Zack, with his arms now freed from the grasp of Gwen and Hope, rubbed small circles along their backs to help them relax.)

Zack: "It's okay, guys. It's just a thunderstorm. We're fine."

Max: "Where's the camp nurse?"

Mandy: "Gone."

Andy: "With all the others."

(Max walks over to a wall phone and picks it up, only to hear nothing. Then he takes out his cell phone to see no service.)

Max: "The storm must have taken out the landlines, and there's no cellphone reception either. Let's get back to Gilbert. We'll drive back into town."

(Everyone race back to the Rust Bucket only to get soaked by the freezing rain. Once inside, Zack goes to get to a cabinet and takes out the only two towels from inside. He hands one to the twins, who happily share it, and the other to the girls, who also share theirs, leaving Ben and himself dripping wet.)

Ben: "Hey! What about us?"

Zack: "Ran out of towels. Sorry, bro."

(He goes over to the sink and takes his shirt off, beginning to get the water out of it, much to the enjoyment of his Harem (+Lucy), who almost drip out blood from their nose due to seeing his 4-pack abs.)

(As Max tries to start the engine, it makes a loud screeching noise. Going out to investigate, now that the rain has conveniently stopped, they find the entire engine is covered in fungus. Deciding to stay for the night at camp, they all head into one of the cabins, with Max carrying Gilbert. Then he decides to go and get food from the kitchen as Ben applies more foot powder while the twins remark that everyone at camp gets it.)

(Yawning tiredly, Zack begin to rest up a bit and sits on one of the beds with his back against the wall. Andy and Mandy, feeling tried as well, gets on the bed and sit next to him, snuggling into his sides as they drift off to sleep. Zack notices this and can't help but smile as he puts his arms around, earning smiles from the twins.)

Cass: "Wow. Zack is really giving care to those kids. They seem to feel naturally safe around him."

Gwen: "Yeah... They sure do."

Lucy: "Is he always this nice and polite to everyone?"

Kelly: "You have no idea, Luce."

(The girls gazed lovingly at the sight Zack sleeping with the young twins. Just then, the peace quickly came to an end when Gilbert suddenly wakes up screaming and the sound of Max yelling outside alerted the kids. Ben told Zack to stay here and protect the others while he goes to see if his grandpa is okay. Zack, with his Ultimatrix ready just in case, protects the others while they stay behind him. Ben shortly returns after being attacked by giant killer mushrooms that Gilbert told the rest of the group about after he left and told them they took Max. Determined to save Max, the kids leave the cabin with only moments later giant spore pods erupt from the ground.)

Cass: "How do we stop this?"

Gilbert: "To get rid of the mushrooms, you have to destroy its Mycelium."

Ben: "It's what?"

Gwen: "What he means is its brain."

Zack: "There's also another way to kill a plant. But I have a feeling it'll release the spores." [To Ben] "Ben, you go and find Max and deal with those mushrooms. I'll stay topside with these guys and take out any of those funga-freaks we come across."

Ben: [nods] "Sounds like a plan I can't refuse." [He activates the Omnitrix and slams it, transforming into XLR8 and speeds off.]

Zack: "To the kitchen everyone."

(Zack, his Harem and the campers quickly make their way to the kitchen in the Mess Hall while avoiding the killer mushrooms. Once inside, they go into the kitchen and Zack puts Gilbert and the twins into the pantry while wrapping a blanket around the twins.)

Zack: "I need the two of you to be strong for me, alright? Whatever happens, I'll be back."

Twins: "You promise?"

Zack: [nods] "Cross my heart."

(Zack gives the twins a hug before separating and turning to his Harem.)

Zack: "You girls get in the pantry with the kids. Keep them safe. You'll the last line of defense if anything happens next."

Kelly: "What do you mean by that?"

Cass: "Don't tell me what I think you're planning."

Zack: "I know this may sound crazy, but if I fail to push them back-"

Gwen: "What are you saying?! You never fail!"

Zack: "I know just listen to me! If I fail to hold them back, you girls will be the only ones standing between those mushrooms and the kids with you. I can't let them hurt you both."

(A loud crash was heard as the mushrooms broke into the cafeteria. Zack quickly puts the girls in the pantry before closing and blocking the door with a metal table. He turned around to find a seemingly endless horde of mushrooms glaring daggers at him hungrily.)

Zack: "You ain't going near them!"

(Zack activates the Ultimatrix and transforms into Swampfire.)

Swampfire: "Swampfire!" [He gets into his fighting stance and glares at the mushrooms.] "Bring it!"

(Swampfire begin to fight the horde of killer mushrooms. He was easily holding them off with a combination of strength and fire but discovered that when he tried to summon vines to help him they would turn against him instead. It was then that he began to hear a voice in his head telling him to join with the plants in devouring all organic life on the planet. Doing his best to ignore the voice, he continued to fight the horde but their endless numbers and disregard for their own lives began to take their toll on him. His endurance began to shatter as the fight continued. Although his healing ability kept him in the fight and was his strongest defense against the horde but fate decided to be cruel on him as Swampfire was now at the mercy of the mushroom horde. The mushrooms quickly pounced upon the hero and began to claw at him but he refused to give up. Swampfire let out a battle cry as he evolved into Swampfire's Ultimate form and burn the mushrooms into a crisp.)

(Inside the pantry, everyone heard Zack's scream and panic went through them. The worst came to mind as everything went quiet now. Gwen opened the door, with a help of Kelly, pushing the table out of the way. Everyone left the pantry to find all of the mushrooms burnt up and dead with Zack lying down in the middle of the floor with three large claw marks on his back with blood oozing out of them. Everyone quickly went to his side to find him barely conscious before he closed his eyes and blacked out.)

(Cuts to a hospital bed, where we see Zack awake all bandaged up and surrounded by the sleeping figures of Ben, Max, his Harem, the campers and five other people who he assumed to be the parents of Lucy, Gilbert and the twins. He saw that Gwen and Cass were passed out next to his bed on either side, with Gwen holding his hand. He moved a bit, letting a low growl from the pain he'd felt from his back. This made everyone in the room to wake up and was swarmed with everyone asking questions if he was okay and he replied them with a nod and a yes.)

(The parents of Lucy, Gilbert and the twins thanked him for risking his life to protect their children. Before they left with their kids, Andy & Mandy give Zack a hug and Lucy give him a see you later kiss, which made him red all over his face, earning a glare from Gwen, Kelly and Cass. Once they were gone, Gwen instantly pulled Zack into a strong, passionate kiss.)

Gwen: "That was stupid, brave and self-heroic I don't know which is which! But don't you ever do that again! You hear me?" [She almost shed a teardrop from her left eye.] "I almost lost you."

Zack: [smiles] "I'm sorry you have to experience that, Gwen. To all of you. But if don't keep my enemies busy, you both would've died if I don't do nothing. You understand, right?"

Gwen: [smiles] "I suppose I can." [She hugs him.] "Thanks, Zacky. You're a true hero."

Ben: "Hey! What about me!?"

Gwen: "What about you, you dweeb?"

(Fade to commercial break.)

Episode cleared.