A/N: This was something I was supposed to published back before Summer Vacation was over. Hope you guys enjoy it!

People always thought that finger-painting was considered something that only kindergarten kids could do but their artwork will never be viewed at a museum. While Sophie Young may not be the first finger-painter in the world, she will be the first famous finger-painter in Bellwood and she'll prove to those who doubted her - namely her best friend's cousin - wrong.

It was sort of nice to be in the Rust Bucket all by herself which means she can have more time to work on her masterpieces. Still, she did miss having Ben around because he's usually the one who decides which one looks cooler than the other and she'll get to work on the final draft for it. Sometimes she would even ask Max Tennyson for his opinion if she couldn't get Ben to pay attention. She would never get Gwen's opinion on it because the last time she did, the redhead had said to her, "Aren't you supposed to be learning your ABC's?"

So, there was that.

The only reason why the three Tennysons weren't with her right now was because they were out touring this school called Bancroft Academy which is, according to Ben, "a school for snobs and posers." Again, his words not hers. But she could agree; if it were up to her, she would have to go to the Principle and have a serious talk about the school's lack of creativity.

However, Gwen practically forced her to stay in the Rust Bucket saying, "It's bad enough that my dweeb of a cousin is coming on this tour, there's no way I'm going to have his best friend ruin my chances of getting into this school because of her weirdness!"

So she's spent the whole day in the RV, trying to find some way to keep the boredness from setting in. It was almost about nighttime and she was wondering what was taking so long. The entire school didn't seem that big unless they were talking about some old boring history lesson about it, then she could imagine the eminence torture that Ben must be going through.

Maybe she should go out and check on him; his life would be boring without her, anyway.

Before she could head to the entrance, the door slams open with such force and Max Tennyson came charging in, followed by Ben and Gwen.

Despite their sudden appearance, Sophie waved a paint-covered hand at them. "Hey, guys!"

"Sophie?" Max question once he took in her appearance; she was covered in head-to-toe with different colors of paint, she had her hair up in two pigtails and even her regular blonde hair was covered in different colors.

The sight made Gwen gasp, especially when she noticed the empty bottle of nail paint spilled over the desk. "Did you use my nail paint for your crazy art?! Why I outta-!" She was about to make a go for the younger girl when Max held out an arm to hold her back.

After he shot a glare at his cousin, Ben took the moment to walk up to his best friend. "So, what kind of picture did you make this time?"

"You'll love it, Benji," Sophie gushes as she picks up her painting and shows it to Ben. "I drew a picture of Four Arms beating up that stupid clown-!"

"Sorry to ruin your geek squad," Gwen finally cuts in once she calmed down. "But we have more important matters to discuss, like how my only chance to get into Bancroft Academy because my cousin was dumb enough to let his aliens lose from his Omnitrix?"

"It wasn't my fault! It had a conscious of its own!" Ben protested.

Sophie was looking back and forth between them with confusion on her face. "Wha...?"

"Right, you weren't there when it happened, Sophie," Max begins, looking at the young girl in the eye. "Apparently, one of Ben's aliens escaped his Omnitrix and is now running amuck at the school. We only came back to get a weapon that can defeat it."

"Oh, okay," Sophie said simply, it was just another bad guy to defeat. "Do you think I can come? I can help Benji kick some bad alien butt!" To prove her point, she punched the air with her two little fists.

However, Ben looked at her worriedly. "Uh, I think you might want to sit this one out, Sophie."

Sophie looked at him like he grew two heads. "What?! Come on, Benji. You know me! I pretty sure I can handle XLR8 or Stinkfly!"

"It's not them that got out, Sophie," Ben said in a serious tone that she rarely heard. "It's Ghostfreak."

For the first time since Gwen had met the energetic girl, she had never seen the bright smile that's been plaguing this RV fall so suddenly.

After washing all the paint off and getting a new set of clothes, Sophie decided to stick with the Tennysons when they got the weapon they need to defeat Ghostfreak. Despite her small freak out in the Rust Bucket, Sophie wasn't going to let her best friend face some stupid ghost that wants to use him to take over the world.

And that's a perfect excuse to hide behind Ben as they make their way to the school's courtyard.

"Okay, I'll bite," Gwen says after a while. "What is up with her? She usually charges headfirst when there's a bad guy."

Ben sighs like he told the story a million times. "When we were five her dad accidentally left the TV on and Goosebumps was playing. She's been scared of supernatural stuff ever since."

"I'm not scared," Sophie protested from behind Ben. "I just don't like seeing something that could eat me alive or turn me into a blood-sucking thing!"

Gwen rolled her eyes. "Right... Are we sure we want her along?"

"Hey, I'm not going to leave my best friend alone when some ghost is running around," Ben said sternly. "And if you got a problem with that, why don't you say it to my face?"

Before Gwen could make a comment on that, a shrill voice spoke up. "Oh, that is very rude, Ben. Just when I wanted to meet my best friend in the flesh for the first time."

Sophie looks behind her and lets out an ear-piercing scream, causing the others to whip their heads around to find the source of Sophie's scream. Standing there on the stairway to the building were the Circus Freaks from a while ago, the one with the crazy hair was holding a student hostage.

But it wasn't the Circus Freak that made Sophie screamed. No, it was the freakish-looking ghost floating above them that did it. Ghostfreak.

His mere presences were enough for Sophie to turn Ben around and hide behind so that he was in-between Sophie and his escaped alien.

"I don't remember him looking like that!" the young blonde cried out.

"I've changed a lot since we last saw each other, Sophie," Ghostfreak floated uncomfortably close to them, making the two friends back up nervously. "Maybe if Ben would allow me, we'll get to know each other better than we've ever been before."

"Okay, do you know how weird that was when you say it like that?!" Sophie questioned, still hiding behind Ben.

Before they could keep the conversation going, Ben turned to Sophie. "Don't worry, Soph, I'll deal with this creep. Try to find a place to hide."

"No need to tell me twice!" With that, Sophie quickly ran from behind and into a bush a few yards away from them.

The whole time, Sophie watched her best friend transformed in Four Arms to fight Ghostfreak, how the ghost-based alien would possess the bodies of one of the Circus Freaks before he finally decided on possessing Gwen. At that point, Sophie wanted to go out and help with the fight because she did knew the two cousins did secretly care about each other and she had a better chance of fighting Gwen than Ben did.

But then she remembered that Ghostfreak can possess people and if she were to go out there right now there was a high possible chance of her getting possessed as well. Whenever someone asked her if she and Ben ever got into any fights with each other Sophie would always reply that she could never imagine the two of them fighting like that. They have small disagreements from time to time but they never let it get anywhere near big.

She couldn't go out there in fear of possibly fighting her best friend. It just wrong on so many levels.

Her thoughts were interrupted when the possessed Gwen suddenly made a leap towards the wall behind her, making Sophie scream and duck but it looked like Gwen wasn't after her since she was already climbing up the wall like a spider.

"Have I've seen that somewhere before?" Sophie questioned herself before Four Arms suddenly came up to the wall and began to climb it after Gwen.

Max ran up to the construction ladder near the bush Sophie was hiding behind. "Whatever happens, Sophie, do not follow us up there. Ben would never forgive me if I let anything happen to you!"

"Hey! I resent that remark!" But her words fell on deaf ears as Max disappeared from over the ledge, where the other three were. Thus, leaving her alone with the unconscious Circus Freaks.

Sophie turns her attention towards the Circus Freaks and shakes her head. "Well, I'm not going to let you guys run around, that's for sure," she mutters as she picks up a rope that was on the ladder before using that to tie the crooks up. She didn't know how long the police will be here so, for good measures, she tied the woman's crazy hair around the one with the acid breath so he doesn't wake up and use his acid breath to get themselves free.

"Well, now that's done," she says with her hands on her hips, standing proudly at her work. "I'll let the cops deal with you. I have a best friend to keep an eye on."

With that being said, Sophie made her way over to the ladder Grandpa Maz had used to climb up and began to climb it herself.

Sophie didn't know what to expect when she reached a top of the ladder; maybe Ben had somehow beaten that freaky ghost out of Gwen and was now battling it out with Heatblast. She didn't expect to find her best friend trapped in a place with that thing's claws in his shoulders, his hand reaching desperately for his watch.

"Benji!"

Her voice was loud enough to catch his attention, his wide, terrified green eyes met her own blue ones. His fingers were inches away from his watch.

"Sophie!"

Then, to her horror, the terrifying version of Ghostfreak slithering into her best friend and disappearing from there. Ben fell to the floor on his side, rapidly shivering.

"Ben!" Her voices mixed with Grandpa Max and Gwen's as they all ran to the fallen Tennyson. Max lifted the shivering Ben into his arms and checked for a pulse.

"Is he going to be alright?" Sophie asked, her hands clasped together but they were shaking dangerously.

Max was silent for a moment before he looked into both girls' eyes with an unreadable emotion.

"I don't know..."

The Omnitrix flashed for a second before it returned to normal.