"One wrong move and your precious cousin Gwen is a dead cousin Gwen!" Ghostfreak hissed from Gwen's mouth, standing on the edge of the stone wall the group were on.
"Leave her out of this, you twisted ghost!" Ben growled at the being possessing his cousin's body. His hands that held the Sun-Ray were shaking.
Ghostfreak was struck by an idea that sent his mind spinning. 'Maybe that will work instead of threatening this child into dropping that blasted weapon.' Said ghost smirked and jumped off the wall and began to walk toward Ben.
"Since I cannot touch you in your alien forms and if I leave this body, you will undoubtedly try and hit me with that abdominal device in you hands that leaves one option." Ghostfreak rattled out through Gwen's voice box, slowly advancing.
"Stay back or I'll torch you with Heatblast!" Ben tried to bluff the astral alien that could transcend physical being at will.
"We both know the Omnitrix must recharge after use and time has run out."
Gwen seemed to come back into control of her body. The black scleras became white and the dark lines around her changing eyes disappeared as she returned. "Ben what's going on? Don't hurt me." Gwen cried in a scared and fearful voice. Ben lowered the Sun-ray, relived that his cousin had resurfaced.
Ghostfreak struck.
Gwen's left hand lashed out and twisted Ben's right wrist, the hand that held the sun beam gun was rendered immobile. Her other hand reached out and grabbed the back of the boy's head. With her right hand gripping his hair, Ghostfreak-Gwen pulled Ben into a deadly kiss.
A transparent grey mist flowed between their lips as Ghostfreak transfered to Ben's body. As soon as the last of the aliens essence had entered the boy's frame, Gwen collapsed, motionless.
"What... Have... You... Done? What did you do?" Ben gasped, dropping the Sun-Ray and staggering backward. Grabbing his head Ben screamed as an overwhelming pain erupted from within. The same black sclera and dark lines appeared but his iris didn't change yet.
"More like, what did you do? What have you done Benjamin?" A rattling voice hissed from inside his head but everyone heard it including Max who was pinned by the Freaks. "Her death is on your hands. If you hadn't approached the Omnitrix, this wouldn't of happened. None of it would. Your weakness has cost Gwen her life. It should have been you!"
"Ben don't listen to it. It's not your fault." Max yelled. He struggled but couldn't break free.
"It's my fault. I did this. I should die!" The last word was spoken in the voice of Ghostfreak. The spectral being took control as Ben's mind broke and imprisoned him in his own mind.
"Ben no! Stop!" Max shouted. Ghostfreak leapt over the wall and ran off with the Freaks following. Max ran over to his granddaughter and lifted her small form in his arms. There was no heartbeat nor breath.
He sank to his knees and was about to give up when Max heard a faint voice.
"Grandpa?"