Ben, Kevin and Gwen were waiting for the trick or treaters to arrive and it was getting rather boring.

Kevin sighed while getting himself to lie down on the couch and Ben was waiting by the door for the trick or treaters and Gwen was reading her book of spells.

It was almost time for the trick or treating and the house was quiet but that was until there were the screams of a child coming from outside.

Ben, Kevin and Gwen rushed outside in alarm to find out what was going on but they were shocked to the core to see that a child who was dressed up as a tiger was being flown away by one of the mutant bats.

Ben suddenly lifted the sleeve of his spider webbed jacket to reveal the Ultimatrix, turned into Jet ray, and after exclaiming his name, he flew up into the sky and flew after the huge mutant flying mammal.

Jet Ray pretty much looked the same but right now he was covered in webs and he had this halloweeny look about him.

Ben/Jet ray flew to the Bat's legs where the child was being held, snatched him off of the bat and held him by the suit before flying back to the ground.

Once Ben/Jet ray held the obviously petrified child in his arms. The boy was just clinging to him with tears streaming from his wide eyes and he was trembling.

Ben turned back to normal when he landed and tried to gently pull the boy off of him but no matter how hard he tried, the poor 3 year old toddler would not let go off him.

Kevin asked while walking towards Ben "Want me to get him off ya?"

Ben shook his head, knowing that if Kevin used any type of violence on the boy then that would make things a lot worse.

The Ultimatrix bearer sighed. He didn't know what to do but suddenly the boy clutched on to Ben's jacket tighter and began to cry very loudly.

Everyone jumped back at that little outburst in shock since none of them had expected that.

Ben's face softened into a sympathetic look and he carefully lifted the crying boy's tiger hood from his head and stroked his head to try and calm the scared child down.

After a few minutes, Ben put the tearful boy to his feet on the ground and sang with a smile in his voice as many of the children that were hiding were gathering around.

"Boys and girls of every age.
Wouldn't you like to see something strange?-"

Kevin sang with a bit of nervousness in his face expression

"Come with us and you will see,
This our town of Halloween.
This is Halloween, this is Halloween!"

Gwen smiled at the millions of boys and girls as they were gathering around Ben, Kevin and herself and she took over singing from Kevin.

"Pumpkins scream in the dead of night-"

Ben sang while holding a torch underneath his face to make a horrifying look about him as the background turned dark.

"This is Halloween. Everybody make a scene. Trick or treat till the neighbours gonna die of FRIGHT!"

Kevin and Gwen sang together while huddling up together

"It's our town. Everybody scream! This our town of Halloween..."

Suddenly Jimmy who was dressed as a Werewolf ran out to the front of Ben, Gwen and Kevin and sang while grinding his plastic fangs together.

"I am the one hiding under your bed. Teeth ground sharp and eyes glowing red!"

Suddenly Cooper who was dressed as an Egyptian mummy sang while showing off

"I am the one hiding under your stairs. Fingers like snakes and spiders in my hair."

Ben and Kevin sang together while whispering to the crowd of children

"This is Halloween. This is Halloween. Halloween! Halloween! Halloween! Halloween!"

Julie who was dressed as a black cat with some purple on her suit and she wore a hair band with pricked ears, sang

"In this town, We call home. Everyone hail to the pumpkin song!"

Kevin sang while waving his cape in front of his face and wagging his eye brows evilly

"In this town. Don't we love it now? Everybody's waiting for the next surprise."

Ben sang while jumping up from behind the long dark haired Osmostian to give him a jump of fear but he failed.

"From that corner then, hiding in the trash can! Something's waiting then to pounce and hear ya SCREAM!"

Ben, Kevin, Gwen and Julie all sang together while giving each other creepy looks to fit their Halloween spirits.

"THIS IS HALLOWEEN! Red and Black and Slimey green!"

Ben asked Julie while giving her a slightly evil look

"Aren't you scared?"

Julie sang back in reply while pulling Ben forwards by the jacket

"Well that's just fine..."

Gwen and Kevin sang together in a whisper while giving each other evil smirks and Kevin was baring his plastic vampire fangs.

"say it once, say it twice. Take a chance and roll the dice. Ride with the moon in the dead of night!"

Ben shouted while flashing his jacket and spinning a little.

"EVERYBODY SCREAM! EVERYBODY SCREAM!"

Some of the other children giggled and followed Ben and his friends as they walked down the streets as they continued to sing and Gwen sang while grabbing a bit of Kevin's cape to annoy him a little.

"In our town of Halloween..."

Ken (who you should know is Gwen's brother) who was dressed as a clown with white makeup, a clowns hat, baggy joggers and a red nose sang.

"I am the clown with a tear away face. Here in a flash and gone without a trace..."

Julie smiled as she sang in a calm tone of voice.

"I am the who when you call whos there? I am the wind blowing through your hair."

Kevin sang while smiling and while again wagging his eyebrows.

"I am the shadow of the moon at night. Filling your dreams to the brim with fright."

Everyone, including the children, sang.

"This is Halloween. This is Halloween. Halloween! Halloween! Halloween! Halloween!"

Ben, Kevin and Gwen sang in harmony while giving the huge crowd of children evil smiles

"Tender lumplings everywhere. Life's no fun without a good scare!"

Ben sang while elbowing Kevin in the ribs.

"It's our job but we're not mean-"

Kevin took over with an annoyed yet grumpy look on his face and he was slouching moodily.

"In our town of Halloween..."

Kevin puffed out his chest bravely, smiled, knelt down and ruffled the young dressed tiger's hair before singing

"In this town, don't we love it now? Everyone's waiting for the next surprise. Frankenstein Ben make catch you in the back and moan like a banshee and make you jump out of your SKIN!"

Cooper sang while walking next to Kevin and punching him in the stomach but unintentionally hurting him

"This is Halloween, EVERYBODY SCREAM! *punch* Would ya please make your way to a very special guy?"

Kevin took over in a strained voice while holding his stomach to try and hide his pain

"Our man Ben is king of the pumpkin patch. Please make your way for the pumpkin king now!"

Gwen hugged her vampire dressed boyfriend and nuzzled underneath his chin to make him smile and Ben sang while ruffling the child he had just saved's hair and swiftly stroking the boy's cheek with a finger

"This is Halloween, this is Halloween
Halloween! Halloween! Halloween! Halloween!"

The boy laughed and Ben turned to see his friends and the massive crowd of children all staring at him, looking as if they were waiting for him to do something.

Ben sang with a smile and a jump in his step

"In this town we call home everyone hail to the pumpkin song."

Everyone cheered and everyone except Ben sang

"La-La-La-La La La-La-La-La La La-La-La-La La La, La La La!"

Everyone cheered in glee but suddenly the moonlight revealed a flying figure and it was flying straight towards Kevin.

Kevin, whom was unaware of what was about to happen, had lots of children on his shoulders and they were giggling joyously as Kevin was giving them all a ride but the children saw the quickly coming figure and ran for it but when Kevin was about to turn around, it was too late...

Kevin felt some razor sharp fangs bite onto the back of his neck and he yelped in pain and all of the children screamed and ran towards their homes and Ben and Gwen rushed to Kevin's side as he fell to the ground out cold.

Ben looked up to see who caused this damage but he saw only the full moon.

Both Ben and Gwen took each of Kevin's arms and wrapped them around each of their shoulders. Ben was carrying Kevin's right side while Gwen had covered his left and the two cousins staggered back to Ben's house to get Kevin to lay down but little did they know that this bite was just the beginning of an even bigger threat.