After their computer and TV have been stolen, Spencer starts developing a security robot. At first, he builds one that blinds intruders, but takes it apart after it blinds Carly. He then makes one that shoots corn at intruders, but it malfunctions and attacks Carly, Freddie and Spencer. They try to have it focus on Mrs. Benson and unplug it, but Spencer doesn't manage to pull the plug out of the outlet before the machine runs out of corn, so Mrs. Benson is heavily pelted with corn. Meanwhile, Sam and Gibby open a secret restaurant named Gibby's in the basement at school. Bully Billy Boots, who just got out of juvie, harasses and irritates Gibby. Sam tries to diffuse the situation by sending Gibby to go on a walk and trying to talk to Billy, but when Gibby returns later, Billy attacks him and Sam beats up Billy with a Butter sock. The next day, Billy tells Mr. Howard about the restaurant and hopes it gets shut down. Even though Principal Franklin, one of Gibby's customers himself, agrees that the restaurant violates school rules, he allows Sam and Gibby to keep running it in secret as soon as Mr. Howard is out of earshot.

Bulkhead finds himself trapped on Megatron's ship while Arachnid & Starscream to launch separate attacks in an attempt to bring Megatron down.

Shaken by the fact that Abby has been kidnapped by Kevin Stack's men, Mitch begrudgingly makes a deal with him to trade key evidence to keep her safe. With the clock ticking, Mitch is ready to make the swap when the FBI suddenly arrests him and Ray, jeopardizing Abby's life. Meanwhile, desperate to stay alive, Abby begins to play mind games on her captor in order to plot her escape.

Spider-Man meets his idol, Iron Man, who has a gift for the web-slinger - an iron spider suit. While Spidey tries to master this new piece of armor,the relationship the web-sligner has with his allies is put on the line by the one he is developing with the armored avenger.

An envoy from the alien warrior race, the Kree, visits Earth to determine if humanity is fit to join the ever-expanding galactic empire or be crushed in its path.

The battle round continues with team members battling it out in duets. By the end of the show the original 40 acts will have been whittled down to 20 and Jessie J, Tom Jones, Will.i.am and Danny O'Donoghue will know which five acts they are taking through to next week's first live show.

Vera's reunion with her first-ever sergeant, Stuart Macken, occurs under tragic circumstances when his house is petrol-bombed. Stuart is badly burned by the attack and his 18-year-old daughter Stella is left fighting for her life in intensive care. Vera is shocked to see that Stuart is a shadow of the man she knew 20 years before and, when her investigation uncovers unpleasant revelations about his personal life, she is faced with some long-buried memories of her own.

Prison officer Daniel Kessler and Ellis Roberts refuse to reveal anything after child-killer James Wade suddenly dies in his cell. Harry meets Wade's sister Miriam and agrees to help find her brother's killer.