Night Of The Living Dread is the 12th episode of season 2.
The Zombie Boss has returned to feast on brains! Tenoroc has dispatched the Zombie Boss to invade the Multiverse with his zombies to cause as much chaos as possible. It's Matt and Captain Lightning against an entire town of zombies... plus Roxie and Gomez who have been turned into zombies as well!
The episode starts with the Street Kids catching some kind of weird creature by trapping it in a crate. After capturing it, they start to laugh while trying to keep the creature from escaping. Lord Tenoroc sees this with his Triple Sphere and decides to summon Zombie Boss to turn them, including a howler, into zombies.
Meanwhile, in the real world, Harry complains that he doesn't need a babysitter but Matt reminds him that the last time Meg left the Coronet, he turned the lobby into an ice rink. Later, Mrs. Crumpepper arrives as she said Meg left her with a list of jobs and asked "what's this about Marlon having sleeping troubles?" when Marlon yawns. Harry says not to worry for that he has it covered with the Sleep Tight 3000, a helmet guaranteed to play the "sounded slumbers." As Harry leaves to get his micro screw driver set, the Chronicles ring right in front of Mrs. Crumpepper and she then asked if Matt was going to answer that. As Matt and Marlon leave, they begin to wonder if she knew all about the Multiverse. With a smile, Mrs. Crumpepper believes that Alfred would be so proud of his grandson.
As Matt answers his call, Roxie explains to him that thanks to Zombie Boss, it's the night of the living dread. She orders him to go to Carnival City and fast. After his transformation, Matt arrives at Carnival City and meets Roxie and Gomez. Just then, Matt sees some zombified Street Kids coming towards them and they run off but the get cornered by more Street Kids that have been zombified that they're running out of city. Suddenly, Lucias tells them to climb the Sky Tower, but gets zombified by Zombie Boss.
Soon even Roxie is zombified, and Zombie Boss orders his minions to capture Matt.
However, Matt (along with Gomez) manages to escape. Gomez assures Matt that zombies can't zip line, but soon is proven wrong. Matt escapes (ironically,through a Spatter Trap), however Gomez is left behind.
Meanwhile, Craw asks Lord Tenoroc why did Zombie Boss want the Chronicles, which leads Tenoroc to suspect the villain too.
Matt decides to the unthinkable- to release and team up with Captain Lightning. Meanwhile, Zombie Boss uses Roxie to locate Matt. Matt traps the creature, which the Street Kids earlier captured, inside a cellar and locks it with the Chronicles.
Meanwhile, Marlon who is sleeping because of Harry's Machine, starts sleepwalking in circles. Harry announces he can't stop his machine. Mrs. Crumpepper finds the solution- as Marlon is dwarf Tasmanian Devil, food should be able to cut him out of the machines influence ( as " they think with through their stomachs".
Captain Lightning and Matt combat the zombies. When Zombie Boss is about to zombify Lightning, Matt intervenes and asks Zombie Boss why did he need the Chronicles. He said he wanted to zombify every villain Matt had booked and become more powerful than even Lord Tenoroc. When Zombie Boss tries to take the Chronicles, the creature attacks him. This causes the Zombies to turn normal and Zombie Boss to grow Hologram. Matt books him, and Roxie tries to capture Captain Lightning. Matt shows that he has Lightning's Life Cell, which means he can re-book him anytime.
- This is the first episode where Matt releases a villain and helps him defeat another one.