Freddie gets tired of tagging along with Carly and Sam to girly places (e.g. Build-A-Bra and Glitter Gloss), so Spencer takes him to the fencing studio. Freddie shows a gift for fencing, and Spencer puts him up for a match against Spencer's arch-rival, Doug Toder. While training with Freddie for the match, he completely forgets that the Dorfmans, the eccentric relatives of him and Carly, are supposed to visit them soon, and he leaves Carly to fend for herself.
Carly suffers through an evening with the Dorfmans alone, and is angry with Spencer for fencing while she suffered. She tells Mrs. Benson about it, who gives Freddie a tick bath and forbids him to fence any more. When Carly tries to talk Mrs. Benson into letting Freddie fence again, so he could have some guy time with Spencer, Carly and Freddie learn that Freddie's great-grandfather had an obsession with fencing and that all Bensons have a natural talent for it. He led a troop of gifted fencers called The Fencin' Bensons. Both kids believe this to be a lie. Freddie still manages to talk her into letting him fight Doug Toder, by threatening to never make another puzzle with her again.Toder, finding Freddie to be more than a match for him, cheats by pushing Freddie to the floor with his elbow. Mrs. Benson, appalled at this, gets angry and takes him on herself. She proves she really has talent for fencing, as she manages to fend off Toder and his two of his sidekicks simultaneously and drives them out of the fencing studio. Once back at the Shay apartment, the trio looks up the Fencin' Bensons, and see that Marissa's story was true.
Meanwhile, Sam and Freddie have engaged in a bet that Sam can finish a book in a week, with the loser having to do The Ushe, (spraying a hose down one's pants to make it look like they've wet themselves). Sam chooses The Penny Treasure and becomes interested in books for the first time, comparing it to "TV in her head." She becomes so invested in her book, she even turns down an offer from Wendy and her other troublemaking friends to throw balloons full of mayonnaise at Ms. Briggs' car. When she finishes the book in time and can answer a random question Freddie asks her about it, Freddie reluctantly admits she won the bet and pays his debt.
- This is one of a few episodes that Freddie gets embarrassed in front of Carly and Sam.
- When Sam is reading her book, the sleeve of the book is a little off, since the book is open, and you can tell that the book is a copy of Harry Potter and the Deathly Hallows.
- When Carly is calling Spencer on her phone, look very closely. Her phone is actually an iPod Touch with a Pear cover on it.
- This is a primarily Fencer episode.
- In closed captions, the 'ushe' is spelled yoozh.
- "The Fencin' Bensons" are mentioned again in the future episode, iStill Psycho.
- It is unknown how Toder could tell that it was Spencer fighting Freddie, since he was wearing his mask.
Sam: I can read a book!
Freddie: Name three books you've read.
Sam: Boogie Bear, Boogie Bear Two, and Boogie Bear Three: The Return of Boogie Bear.
Carly: You coming?
Freddie: Sure, where?
Carly: Glitter Gloss.
Spencer: What's Glitter Gloss?
Freddie: It's the most boring and girliest store ever! Well...next to Build-A-Bra.
Carly: Oh, let's go there too!
Sam: I hear they got new glow-in-the-dark straps!
Carly: And titanium hooks!
[Sam hits Spencer and Freddie's swords out of their hands]
Freddie: That's a foul!
Sam: So is your social life!
Carly: How come you can't read at your house?
Sam: Cause my mom keeps screaming at the cat to get a job... yeah, I don't know.
Sam: How come I've never met them? (referring to Carly's cousins)
Carly: Because I like you.
Carly: You said you'd have dinner with us.
Sam: Yes, and then I met them.
Spencer: You're mad at me.
Spencer: Look, I'm sorry. The time just got away from me.
Carly: I wish the time had gotten away from me. But no, I just spent the last two hours on Planet Dorfman!
Spencer: You have every right to be mad.
[Spencer and Freddie start fencing]
Spencer: En garde.
Freddie: Oh, gosh.
[the second time Spencer and Freddie start fencing]
Freddie: En garde.
Spencer: Oh, gosh.
Spencer: But, Freddie's gotta fence this really mean kid named Doug Toder
Carly: I don't wanna hear about Doug Toder!
Carly: I said, "EH"!
Carly: Who's the dude?
Sam: David, I hired him to read the book to me.
Carly: Then why is he rubbing your feet?
Sam: Cause he was late. So I started reading it myself and it is fantastic! These things are great! It's like TV in your head!
Carly: Well, I'm happy you like reading. But I still don't get why David's rubbing your feet.
Sam: I already paid the kid; I had to make him do something.
David: [pleading] Please call my mother.
Spencer: He sliced my banana!
Freddie: Anyway, you can't stop us from fencing.
Carly: Oh, can't I?!
Freddie: Where's she going??
Spencer: I don't know!!
[David comes downstairs]
David: Either you guys got any lotion?
Spencer: Sorry buddy.
[David goes back upstairs] Freddie: Who was that?
Spencer: No idea.
Mrs. Benson: We're going home to give you a tick bath!
Freddie: But I don't have ticks!
Mrs. Benson: Then the tick baths are working, aren't they!
Spencer: Heh... tick bath.
Carly: [angrily] I should give you one!
Kid: Hey Sam, we found a tub of old mayonnaise in the dumpster by the cafeteria.
Wendy: We're gonna fill these balloons with it and throw it at Ms. Briggs' car.
Kid: Come on!
Sam: Shhh! Reading!
[Kids shrug and walk away]
Sam: [shouts after them] Make sure you get her windshield!
Carly: Oh, come on!
Mrs. Benson: It's true!
Carly: [sarcastically]Yeah, my great-grandfather was a magic penguin! His name was Pingo!
Freddie: Not letting me fence is bad enough. Can't believe you'd make up such an insane lie!
Mrs. Benson: I will not stand here and be called a liar by my own son (to Carly) or you, sassy pants!
David: Hey Sam, does your mom drive a rusty old pickup truck?
David: It's on fire!
Sam: Shh! Reading!
Carly: Yeah, Freddie!
Sam: Kick his butt, Freddie!
Doug Toder: I can't believe it!
Mrs. Benson: Yeah?! Well, believe it, punk!
Carly: Way to poke his chest, Freddie!
Sam: POKE IT AGAIN!!
Sam: Quiz me.
Freddie: Okay, who goes into the cave and what does he find?
Sam: Jarvis goes into the cave and finds the key of tranquility four feet from Gideon's grave. Pay up!
Sam: You bet the ushe. Let's do it, boy. [pulls Freddie into the kitchen; pulls up washing hose and gives it to Freddie]
Sam: [turns on water]
[The hose makes Freddie's pants wet]
Carly: I'll get the mop.
Freddie: [embarrassed expression]
Freddie: I'm not upset about the tick bath. I get those every other week. It's just...well, I do iCarly with you and Sam all the time. And I love it, but...it was just kinda cool hanging out with a guy, you know?
Carly: Now you hate me. [looks sad and very guilty]
Freddie: Carly, come on! You're like my best friend!
Carly: Your best friend that you hate! [still looks guilty]
See photos for this episode here.