Tonight's episode features the remaining 12 contestants in a superhero foundation challenge. They each create a superhero costume. Some of the superheroes include:
- Deadly Diamond, who wears diamond-themed
- Paul Fincher, superhero by day, bird guy at night
- An alien assassin who comes to earth and falls in love with earthlings
- Intensitron: Part man, part machine, all intensity
- Camo-Lord, who can change his skin to any color or texture
The finalists included Vince, but Rachael won the challenge and immunity. The spotlight challenge is to create a twisted tree creature. This time the teams picked each other. Additionally, each tree suffers a malady.
- Doc/Jason (Bristlecone Pine struck by lightning): Guardian of the desert who gets struck by lightning when he doesn't do the job right.
- Sasha/Stella (White Birch Tree suffering from burls): A sacred Native American tree that is sad that the white man scared all his people away. He has eyes all over his body as if he's watching.
- Vince/Damien (Giant Sequoia suffering from rot): A zombie tree.
- Dina/Rachel (Banyan infected with fungus): Mr. Westmore doesn't like their design so they go back to the drawing board.
- George/Keaghlan (Silk Floss strangled by choking vines): An environmentalist perched atop a tree when it was chopped down, and she merged with it to become a warrior of the forest.
- Cig/Drew (Weeping Willow infested with pests): An earth spirit that became infested with these bugs; people hear someone crying, and the bugs within her come out of her body to eat her victims.