The Benevolent alliance has the Noobs act as decoys to discover the source of the virus but not everything goes as planned. Meanwhile, Cornbury gets overrun by the virus and Mem and Zen struggle to save the city.
- General Blorgon
- Count Venamus
- Mrs. Craberton
- Coach Huntz
- Sue Newswoman
- Virus Creator
- Benevolent Alliance members
- Corclon system
- Lava Planet
- The location of the Virus source is revealed. However, it is also revealed that there is more than one source of the virus.
- It is revealed that Tyler has been practicing Mind Control.
- Since this season ends in a cliffhanger and that its revealed that more than one virus source exists and that Venamus and the virus creator have yet to be defeated for good, a second season is hinted through all this but no release date has been confirmed for a second season.
- This episode suggests that Mem and Zen have fully put their petty grievances towards each other aside and be great friends and allies as evidenced through their dialogue with each other when they thought that they were going to be overwhelmed and badly beaten by the virus infected citizens. It also suggests they did the same between themselves and Rovu since they fought alongside each other in the episode.
- Kevin turning into a guinea pig.
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