Jeff Kent and Carter talk strategy while everyone else is away from camp. They both like Denise and think Katie is useless. But Jeff Kent points out that they all agreed that they don't want a veteran to win this season, so this might be their only chance to blindside Penner. Carter says that he really wants to vote out Katie, but he will vote out Penner if that's what the group decides to do. Jeff Kent thinks they should stick with their original plan and Carter agrees. Carter interviews that he agrees with Jeff Kent on the one hand, but it might be good to take Penner into a merge because he attracts a spotlight, which would divert attention from Jeff and Carter. Jeff Kent seems pretty set on voting out Penner and advises Carter to keep it secret so that Penner doesn't get wind and play his Idol.

So guess what dummy Carter does? He immediately asks, "Penner, what do you want to do? Katie or Penner? I mean, Katie or Denise?" Whoops. Luckily, Penner doesn't seem to notice the slip-up and argues that Denise gives them a better chance to win challenges. Penner emphasizes that he hates to be disloyal but it's what his gut is telling him. Katie walks up to the conversation and Penner immediately tells her that it's Denise and then leaves. Katie tells Carter and Jeff Kent that she thinks Penner is shady as fuck and that she trusts Denise a lot more than she does Penner. Katie interviews that she knows she's not strong, but she needs to make a play to convince the others that it's their only chance to ditch Penner. Jeff Kent tells her that he's considering it, and then interviews that he's weighing his options carefully. Penner goes back up to check in with his alliance-mates and make sure they're still cool. They tell him they are. Jeff Kent has one final interview where he says the easy play is to vote Katie out, but it might not be their smartest move for reasons stated previously. Plus, Jeff Kent knows that Penner has an Idol.

Kalabaw reports to Tribal Council. Probst immediately asks who thinks they are in trouble, and Denise and Katie raise their hands. Denise says that she's worried being the last to join the tribe. Katie says that she's worried because she doesn't perform well in challenges, but she hopes her tribemates know that she's loyal. Probst ask Penner why he's not even worried about a blindside. Penner says that he didn't want to even put the idea in anyone's head and he wanted everyone to think he wasn't worried. Didn't he just put the idea in people's head? Although what other answer could he have given, I guess.