CAMP FEAR

In the RV, Ben and Gwen are in a quarrel between whose birthday would be celebrated first. Gwen insists that she would be the first, as she already had the materials picked and planned for the upcoming event. She also gives Ben the invitation to the party. Ben throws it aside and continues to scratch his foot. As they argue, Grandpa Max insists that they celebrate it on the same day, as they have done for years. He then gives him a powder designed to kill fungus. As Grandpa Max drives, he almost hit’s a young boy, who seem to be giving them a warning about something. Grandpa Max is distracted by their quarrel, as well as the dark road ahead, and almost hit the young man.
Fortunately, the boy was able to avoid getting hit, though he falls down the nearby cliff, with only a branch to grab a hold onto. Ben decides to use Stinkfly, but transforms into Cannon Bolt. The boy was losing grip, and Ben must use what he has. He jumps down after him and takes him in while he rolls up to protect themselves. They land safely down, and the boy is all right, though he faints to the frightening image of Cannon Bolt.
The boy is all right as Grandpa Max says, though he is out cold. The young man’s name is Gilbert, according to Gwen, and Ben asks how she might have known that. She declares that it is just intuition, though Grandpa Max reveals a name tag behind the towel covering it. Gwen identifies that he is a camper from Camp Opinicon. They then find a strange looking rash on his arm, and Gwen says that it is a fungus. Ben pokes it and continues to be curious. Grandpa Max insists that they should return him to the camp, and bring him to the camp nurse.
They enter the mess hall, and see if anyone was there. All they saw was an abandoned area with a huge mess. The food on the table was still warm according to Grandpa Max, and it seems that the campers must have left the premises in quite a hurry. They continue their search for anyone, though the lights suddenly come out. The storm probably might have taken the power down. As any camper would, Grandpa Max was ready for any situation and had a flashlight with him. He shines it on Gwen, then on Ben, who was eating the untouched spaghetti on the table.
They enter the kitchen, only to find the place with no camp persons, though Ben finds someone in nearby in the darkness, which was revealed to be only two twins, named Andy and Mandy. They seem to be hiding from something, which scared the camp people off. Grandpa Max tells them to come with him to the RV to drive off to the town for any more information.
Grandpa Max gives Gwen, Ben, and the twins their towels, though Ben and Gwen don’t seem to share. The twins seem to get along just fine. Grandpa Max thinks that they should learn a thing or two from Andy and Mandy. As Grandpa Max turns the engine on, something must be clogging it. He opens the hood, and a mass of greenish fungi covers the engine. So there is no choice but to take shelter in the cabin for now. While Ben takes care of his foot fungi problem, Andy and Mandy tells Ben that everyone gets it in the camp. Grandpa Max decides to whip up something for the kids to eat while they wait. Gwen and Ben don’t seem to like the idea. So Gwen tries to look for a care package, though Ben and Gwen argue for it. Suddenly, a scream is heard. It was Grandpa Max, and Ben decides to head out to look for him if he is safe.
Wildmutt heads out to take track Grandpa Max down by scent, and it led him to an area in the woods filled with mushrooms and fungi. As Wildmutt looks around for more clues, he is led to a deep pit, where he was wrapped up with giant blue tentacles. He tries to struggle for his escape, though without success, and he was pulled down.
Wildmutt finds Grandpa Max in the deep tunnels of the pit, and he is pulled more into the darkness, while to make the matters worse, Ben returns back to normal. Mushroom looking aliens appear to go after him, and Ben runs away for his life. He climbs up the cliff wall and heads to a nearby bulldozer, and uses it to defend himself from the alienoid mushrooms, though the bulldozer ended up being constricted by the giant tentacles and it throws it out. Ben heads back to the camp for safety.
In the cabin, Ben informs of them of what he’s encountered, but it seems that they already knew about the situation, and the fungi have taken over the whole campgrounds. Ben reports that Grandpa Max is kidnapped by the fungi, and Gwen insists that she will come along and help. They head out of the cabin, though a giant pod emerges from the ground. They head back in the cabin. The same situation happens and they head back out. The ground then is overpopulated with puffballs that held spores that can spawn even more of the alien mushrooms. Ben decides to head out to stop the mushroom, and Gilbert explains that the only way to stop a mushroom is its Mycelium. Ben is puzzled by Gilbert’s explanation. Gwen tells Ben that it is the brains of a mushroom, and Ben again is confused by their knowledge of mushrooms. Gwen insists that she comes also, but Ben says that she does not have the kind of power he has to do such a task. In a final decision, she bids Ben good luck, and transforms to XLR8.
XLR8 heads back to the area with mushrooms, and XLR8 searches around the cave for any sign of Grandpa Max. Meanwhile, Gwen and the campers go to the archery range. While they decide where they can take shelter, a giant mushroom emerges from the ground and engulfs the two twins. XLR8 continues to go deeper into the cave and tries to avoid the tentacles that attempt to constrict his body. Gwen finds a bow and arrow and shoots the giant mushroom down. Fortunately, the twins are all right, though more and more mushrooms emerge. In the dark, eyes stare at the kids in danger. XLR8 on the other hand finds Grandpa Max, wrapped in the giant tentacles. XLR8 attempts to cut the tentacles, but before he could finish, he transforms back to Ben, and he ends up being tied up himself.
The kids on the upper ground try to find another way to shelter, while Ben and Grandpa Max are struggling to get out of the cave. Ben tries to re-activate the Omnitrix, and when does, he transforms into a plant-like alien, and it had the ability to break out of the tentacles. He slashes Grandpa Max from the clutches of the tentacles. Meanwhile, the kids slide down the wire, but a mushroom comes along to bite it and the fall down. Mushrooms on the ground were able to break the fall, but only to find more of the mushroom spawns in the ground.
They head to a nearby shed, though it seems to make the situation worse. The twins seem to start arguing now rather than sharing, but they must move on and find a way to get out from the clutches. They find nearby weapons to fight the fungi.
Inside the underground cave, Ben and Grandpa Max encounter the Mycelium. It looks like that it has the ability to communicate with plant life. Without knowledge of the newfound alien, Ben tries out some of the powers it can do. The pods on its back can act as bombs, and he uses his arms to transport himself to go after Grandpa Max.
The kids continue to fight the mushrooms after them, though they seem to run out of ideas one after another. Mandy is caught by a tentacle, but Andy was able to save her. Meanwhile, Ben continues to fight the giant Mycelium. It explains to him that even if he destroys it, the spores on the ground can be spread all over the world. The kids were surrounded, and Ben and Grandpa Max are in trouble, but one idea came up Ben’s mind. He throws his shoe into the Mycelium’s mouth filled with the Athlete’s foot powder. He then throws in the container, which eventually destroys it. With the control of the Mycelium no longer available, the mushrooms simply drop dormant.
Ben and Grandpa Max come back to the campgrounds safe and sound, though covered in slime from the Mycelium. They were able to stop the fungi, but the spores were another idea. Luckily, Ben remembered what Andy and Mandy said a while ago. So to finish up the job, Gwen rides on top of Stinkfly, while she sprinkles the foot powder on the puffballs, making them weak and eventually disabled. Gwen and Ben were very happy to work together as a team to stop the fungi problems at the camp.
At the diner, Ben and Gwen acknowledge each other for their teamwork. Ben was just fooling around with Gwen to get the birthday party date. But when Gwen acts up again, Grandpa Max says that Ben and Gwen can’t agree on everything, but there is something that they do in particular, and the pizza with mushrooms is one thing that represents their similar personalities.

Recurring Roles

Guest Stars

Notes and Important Points

Quotes

Trivia

Allusions