The competition is down to the final five, and when the host places the contestants in an aerial-based challenge, three dangerous threats start attempting to outfox each other. However, after an old contestant shows up and steals what was supposed to be hers, the original challenge is changed in order to catch her. In the end, the money is reclaimed and a jock is betrayed by a former alliance member and is catapulted away.
The episode begins with Scott once again running away from Fang, but he is soon caught. Scott initially gives in and tells Fang to quickly finish him off, but an unidentified flying object appears above them, distracting Fang. This gives Scott a window of opportunity to have the upper-hand on Fang, by kicking him in the groin and running back to camp. The object is revealed to be a blimp, which drops its anchor on Scott. While Cameron states that it's not a blimp, but a zeppelin, the board leading onto the aircraft crushes him. Chris then appears and calls the aircraft his "McLean Mobile Air Command Center", and also states this challenge will be an aerial obstacle course.
He brings out Heather to demonstrate the challenge and the contestants all complain at the sight of her. Chef puts a jetpack on her as she flies through an obstacle of hoops of fire, and afterwards, falls face-down onto the ground, with her parachute opening up too late. Zoey thinks that this challenge isn't exactly safe, and Chris snaps back saying it's totally unsafe when he also brings up the mutant mountain goats. Zoey says that she is out, but Chris changes her mind by bringing out the million dollars. Chris continues on with the challenge and says that they all have to build an aircraft to use. Despite Cameron seeming worried, Jo forces him into an alliance since her alliance with Lightning dissolved after last episode's incident.
The contestants then head over to a junkyard and pick the type of machine they will have to build. Jo gets a hot air balloon, Lightning gets a helicopter, Zoey gets an airplane, Cameron is challenged with a rocket, and Scott, who is last to choose, gets a bird. Chris also brings out the reward for whoever builds their aircraft first, a smoke machine. Jo uses Cameron to her advantage in order to know what to do to get her hot air balloon working. Lightning also asks Cameron for advice, but as Cameron starts listing off the parts Jo stops him, telling Lightning to get his own nerd. Scott tries to figure out how to build a bird when he sees the mutant seagulls. He chuckles as he rips off feathers from their chest and the gulls retaliate back by attacking him. Zoey tries to act helpless because of her machine being an airplane until she finds all her parts laying in the same location, and finally caves, and decides to build it. While Lightning tries to start his project, he finds items Jo needs for her air balloon. He hides them behind a giant fan and a motorcycle, which he eventually realizes are things that could help him build a helicopter. After Cameron finishes Jo's air balloon, she tells him before he goes off on his machine, he must sabotage Lightning, giving him a shovel to knock junk on his machine. Cameron tries to do so, but fails and is flung by the shovel to a rocket engine. Jo tries to see what is taking Cameron so long and finds him completing his rocket. Chris soon announces that Cameron wins the first challenge.
After everyone has built their air crafts, Chris announces the challenge from up above in his zeppelin. Heather is also seen in the blimp, and after Chris mentions his Gemmie awards, she grabs one and hits Chris and Chef with it. They are both thrown off the aircraft while Heather is left on board with the million dollar prize. Chris doesn't seem to care about what Heather does until Zoey brings up that Chris's awards are still up there, leading him to change the challenge to stop Heather instead. Heather uses all of Chris's awards as weapons and throws them to keep the others away. While Chef is seen with the ammo everyone needs to use, mutant goat eggs. Chris states whoever takes down Heather wins immunity, and tells them also to be careful of the goats who are "super ticked". A flashback is then seen of Chef blowing an air horn at the goats to get them to leave their eggs needed for the challenge. Scott is seen talking to himself about how Zoey tried to vote him off and targets her, however, Fang is then shown having caught up with Scott and chases him. Jo is the first to get off the ground with Cameron's smoke machine when she tells him it would be better off with her and as Cameron releases her rope, Fang gets caught in it while trying to get Scott. As the rest of the cast leave the ground, Scott tries to get back at Zoey by jumping on her plane, while Lightning tries to hit the zeppelin, but fails. Lightning tries to make his second attempt when Cameron flies uncontrollably on his machine and passes Lightning, hurling wildly.
The mutant goats, possessing bat wings and fiery breath, are seen attacking Jo's aircraft, and she tells them to go after Heather. Heather sees the goats and comes out to the door with the Gemmie awards, having been enraged by Jo and starts throwing them at her. Lightning and Cameron finally gain control of their machines while Lightning tells Cameron about Jo being a user. Jo then attempts to use Cameron's smoke machine to slow down Scott, however, Cameron reveals he had implanted a bomb in the smoke machine, just in case Jo was indeed using him and blows it up while it's in Jo's possession. This causes her balloon to catch on fire and she plummets to into the lake. Zoey tries to use her gears, but they break, causing her machine to flip on her and she slides off the zeppelin and onto one of the mutant goats, using its horns to control it.
On the way back to Heather, she uses the goat's fire breath on Scott, burning his feathers and causing him to fall with Fang falling on him in the process. Soon after, Lightning crashes into the front windows of the zeppelin to get Heather. Heather fake cries to Lightning, saying she just needed the money, and as he almost falls for it, Heather smashes him with the case multiple times and continues flying. Lightning eventually gets up, and as they fight over the case, Heather's elbow hits the steering wheel and causes the zeppelin to fly towards the ground. Heather pushes Lightning away and gets her money, but Cameron suddenly flies into the zeppelin on his rocket, causing Heather to drop the case out the window. Lightning catches it as he plummets, but Chris takes it, and Cameron is seen hanging on the ledge of the window, only to be saved by Zoey and her mutant goat. The contestants land safely in the water while the zeppelin crashes forcefully into the lake with Heather still inside it.
At elimination, Chris gives Cameron immunity as it was his aircraft that took out Heather. Zoey and Scott are also safe, leaving Jo and Lightning at the bottom two. After Chris mentions the loser was voted out with two votes, Jo is seen confident in her alliance while Lightning is worried. However, Jo ends up getting the Marshmallow of Toxic Loserdom. Jo goes over to Cameron and calls him a backstabber, but compliments him as he states that he learned from the best; her. As she is dragged to the Hurl of Shame, Jo calls Lightning an idiot for not being able to tell that she is a girl. Lightning is shocked by this statement and finally realizes her true gender, just as Jo is hurled and Chris signs off the show.
- Chef appears, but has no lines. However he is heard screaming, whistling, and laughing.
- The Australian title for this episode is shortened to "Up, Up And Away".
- Several of the flying machines resemble vehicles that appear in past seasons:
- Scott's wings resemble the wings used by Tyler and Cody in Greece's Pieces.
- Zoey's swan plane resemble the swan boats that were used in Niagara Brawls. The wings she uses also resemble the ones from Gwen's bike in That's Off the Chain!.
- Jo's hot air balloon resembles Cody's in Planes, Trains, and Hot Air Mobiles.
- Lightning's motorcycle resembles Chef's in That's Off the Chain!.
- When Chris "accidentally" triggers the Hurl of Shame during the recap, the female intern's scream sounds very similar to Lindsay's.
- The contestants talking about their intentions in the confessional is similar to Leshawna, Duncan, Heather, and Gwen's split confessionals Wawanakwa Gone Wild!
- The gold tooth Heather received in The Am-AH-Zon Race is not present throughout her appearance, nor is it in future episodes. It is possible she had it replaced with a natural-colored prosthetic between seasons.
- This is the third episode in the series that references the Gemmie awards, and it is the second time they are seen.
- The first is in Celebrity Manhunt's Total Drama Action Reunion Special, and the second is in Niagara Brawls, during Blainerific.
- This is the fifth time Heather has acted weak to gain an advantage on a male contestant. The first is with Trent in Search and Do Not Destroy, the second is with Duncan in Are We There, Yeti?, the third is with Harold in Total Drama, Drama, Drama, Drama Island, and the fourth is with Alejandro in Hawaiian Punch.
- This is the fourth out of five cameos that are a part of or directly involved in a challenge, in this case, Heather. The other four are Izzy in Finders Creepers, Lindsay in Runaway Model, Gwen in The Treasure Island of Dr. McLean, and DJ in Eat, Puke and Be Wary.
- The intern being thrown off the Hurl of Shame in the beginning of the episode marks the third time that an intern has been put through the device of elimination. The first is the intern in Greece's Pieces and Dakota, who was an intern at the time, in Finders Creepers.
- Heather claims to have been "robbed of the million" in this episode, referring to the events of last season.
- This is the first episode in which Zoey and Cameron receive marshmallows.
- The way Zoey tames the mutant goats after losing her temper is similar to previous situation with the mutant beavers in Truth or Laser Shark.
- The title of this episode refers to the 1967 song, Up, Up and Away by The 5th Dimension.
- When the blimp first appears over the camp, Cameron makes a reference to Count Ferdinand von Zeppelin, the man whom zeppelins were named after.
- This is the third time that the Gemmie Awards are talked about, and the third time in the series that the Canadian "Genie" awards are referenced.
- Scott's wings and the manner in which he loses them may be a reference to the story of Icarus in Greek mythology.
- The design of Chris's blimp is strikingly similar to that of the Hindenburg, a passenger blimp that was destroyed by fire in 1937 in the Hindenburg Disaster.
- In the recap, Chris says that they're down to the final four, but there are actually five finalists in this episode.
- However, he may have just did the recap after the elimination.
- When Chris says "Revenge of the Island" in the beginning of the episode, part of his hair is missing.
- When Chef puts a jetpack on Heather, her hair changes to her ponytail form for a moment.
- Scott says that Zoey tried to vote him off in the last episode, when he was the only one who got to vote.
- When Heather is holding the million dollar case, the ring on her top is lower than normal and not properly connected.
- When Zoey picks up her card, there is a tear on the top left that constantly disappears and reappears.
- In a version of the episode that is available on Netflix, the frame where Zoey hits the zeppelin is missing and she hits it while still being in mid-air instead.
|Total Drama: Revenge of the Island episodes|
|Pre-merge||Bigger! Badder! Brutal-er! | Truth or Laser Shark | Ice Ice Baby | Finders Creepers | Backstabbers Ahoy! | Runaway Model | A Mine Is a Terrible Thing to Waste | The Treasure Island of Dr. McLean|
|Post-merge||Grand Chef Auto | Up, Up And Away In My Pitiful Balloon | Eat, Puke and Be Wary | The Enchanted Franken-Forest | Brain vs. Brawn: The Ultimate Showdown|