A/N: Time for Chapter 2 of this series.

I don't own Ben 10 (Though sometimes I wish did, but that's a topic for another time).

On with the show.

Gwenfreak

Chapter II: What are you?

(Rust Bucket * Time Skip - The Next Morning)

"Come on Grandpa" pleaded Ben, "Can you please us where we are heading?". Since they had left Bancroft, Ben had been constantly asking his Grandpa where there were off to.

"Alright fine, I'll tell you," Max gave in, "we're off to Gator-Fest! The biggest alligator festival in the country".

Ben's excitement went down the drain as the massive smile left his face. He left his seat in shotgun and went to go sit with Gwen as the disappointment he was feeling would go away after he annoyed his cousin for a bit; that always brought a smile to his face. He looked over to Gwen and saw that she was on her laptop but wasn't really concentrating. She looked like she was falling asleep as her head was leaning up against the window and her eyes were snapped shut. Ben found his opportunity and simply flicked her forehead, startling her as she stiffened.

"What the hell was that for Dweeb?" she demanded rubbing her forehead, "that really hurt".

"You were asleep, I saw a chance to annoy you," he answered with a cheeky grin.

"Well don't worry, I'll be getting you back for that," she finally stopped the rubbing, "so, did you find out where we're off to?".

"We are off to some weird alligator festival" he answered sadly, earning a look from Gwen that said "whaaaaat?"

"Oh, and I forget to mention," Max interrupted, "this thing doesn't start 'til the weekend and it's also in Florida, so we're gonna be on the road for a few days."

"At least that'll give me a chance to see what else there is to do in Florida while we're there," she commented, turning her laptop back on.

"So, what's up with you?" Ben questioned while playing on his handheld gaming device as she typed away, searching for things to do.

"What'd you mean?" Gwen answered cautiously.

"You never fall asleep at the window. You never even nap during the day," he noted, "what's up?"

She was taken slightly aback by his question. "Ok, who are you and what have you done with my cousin?" she interrogated, "is Ghostfreak still inside you?" She immediately felt a slight stabbing headache but put off to the lack of sleep last night.

"Jeez alright, I was only trying to be nice," Ben spat.

Letting out a sigh, she closed her laptop to look directly at Ben. "I didn't get much sleep last night. I kept waking up every hour or so and it took me ages to get back to sleep."

"You sure you're alright, Gwen?" Max asked, concern clear in his voice.

"Yeah, I'm fine," she responded hesitantly, "it's probably just a side effect of being controlled being by Ghostfreak." She felt another stabbing pain but shrugged it off.

"What was it like?" Ben had put his console down to focus on what Gwen was talking about.

"Probably the opposite to you," she reasoned, "I'm guessing with you, it's you controlling another body that isn't yours, but when he was inside me (A/N: get your mind out of the gutter) it was like I was in the back seat. My body was moving, and I was talking but it wasn't me doing those things. I saw everything he did though, attacking you, crawling up the wall, him threatening to throw me off the roof of the academy; being possessed, it's not something I want to experience ever again."

(Time Skip – Early Afternoon)

The trio had been on the road for few hours and Max had decided that they all needed to get out of a cramp space and stretch their legs. Gwen had mapped their route and found a small city will shopping mall, that they could relax in for a couple of hours. It was a fairly large place considering the size of the city, but it wasn't filled with that many people, just some kids around their age and some teens hanging around.

"We'll meet back here at three. I'm trusting you guys won't cause any trouble while we're here" Max spoke, looking more so at his grandson. The kids couldn't quite tell if he was asking a question or telling them what to do, but they took what he said on anyways. Max walked off to see what subpar food he could find.

"Why you looking at me when you say that?" Ben said innocently, "I never cause trouble," he looked behind him at Gwen who gave him a look, "much."

"Would you like them listed alphabetically, chronologically, or by severity?!" she argued before walked off to the clothing store.

"Hey! Wait up," he called, running up beside her. "Listen, I don't want to go to any of your boring clothes and makeup shops, and you don't want to go any of my game shops so, why don't we split up, and just say to grandpa that we stayed together?" he suggested.

"Sounds a little risky if you ask me," she countered.

"After everything else we have handled and gone up against, you're backing down from this?" he countered.

"Fair point," she concluded, "meet me back here at two forty-five then we can go back. Make sure he doesn't see you, otherwise we're screwed." With that final statement, Ben and Gwen parted ways as they walked off in opposite directions.

Once she was sure she was clear of Ben, Zs'Skar's persona took over Gwen's body as she stiffened, gaining black sclera, purple irises and black cracks down her face. "Finally! I'd thought I would never be rid of that boy," Zs'Skar spoke through Gwen's mouth as she continued at her previous pace.

(Gwen's Mind)

Inside Gwen's mindscape, both Gwen and Zs'Skar floated, with the former caged up like some sort of crazed animal.

"Now, it's time for us to have a little talk Gwendolyn" Zs'Skar announced looking over to the crouched human.

"If you think I'm gonna tell you anything, you've got another coming Ghostfreak," Gwen hissed.

"I've told how I despised that name!" spoke the aggravated Ectonurite, "I think you need to be taught another lesson for your insolence."

(Real World)

Zs'Skar willed Gwen's body around the mall, looking for something to tie up her host up with. From digging through the girl's memories, she learnt quite a lot about the her and the planet she was. She was clearly more intelligent than Ben.

She came across a camping store that sold a variety of things, but she eyed one thing specifically, rope. She only needed a thin rope, but long enough for to be wrapped around the host body. Once she found one that was long enough, she picked it up and went over the woman at counter, and just so she wouldn't ask too many questions, Zs'Skar made it so that it was Gwen's voice who spoke. Walking up to the desk, it was clear the woman was doing something else and the Ectonurite needed to get her attention.

"Uhh, hello?" she called, with a hint of condescension in her tone.

The woman turned at the call and was immediately startled at the face of the 10-year-old girl. She wasn't quite sure what to make of her. Were those tattoos? She had tattoos but nothing like that. Was it face paint? Possibly, she looked like a kid. Was it makeup? Maybe, whoever did it was a true artist.

"How can I help you?" the woman kindly asked, restraining herself from wondering about her face.

"I'd like to get this rope, please. Our one broke while on a camping trip in the forest," Zs'Skar spoke calmly, fabricating the lie.

"Sure, that'll be four ninety-nine," the cashier said. Ghost-Gwen promptly handed the woman the $10 note. The employee quickly changed the money and gave Ghost-Gwen her loose change, a receipt and a bag before striking up the conversation again, about her face. She had to know. "I have to know, what is that on your face. Is that makeup?"

Zs'Skar had assumed the woman wouldn't care about the cracks that appeared down the possessed girl's face. She had to make another lie.

"Yes... it is," nerve subtly embedded in her voice.

"Oh my god. That's amazing, whoever did that is an artist. It looks so real," the woman was star struck at what was on the face of the girl, "you know, if you're going for that dark, witchy, horror look, there's a shop around the corner that does all of that. Clothes, shoes, makeup that sort of stuff."

"Thank... you," Ghost-Gwen said begrudgingly before walking out of the shop. "I'm also going to need something to keep the girl quiet. She's not going to like this one bit," she thought, "maybe what that woman said could be of some use."

She took a left and the shop was right there in front of her. You couldn't miss it. There was a massive sign on top of the black double doors that said "Goth Works" in a matte silver font. She pushed open the door and her ears were immediately assaulted by the sounds of heavy metal rock music. Oddly enough, the Ectonurite didn't hate it, she found it somehow soothing for her. She looked at her surroundings and everything had a dark theme to it, all black and darker shades reds, blue and purple. Some of the clothes were covered in spikes and other bits of metal, while others had images of skulls and blood. She walked through the store looking for something that could be used as a gag and came across some small clothing that she learnt were called socks. "This will do nicely" Zs'Skar noted as picked them up. She then stared down at the clothes that her host was wearing and saw how tacky they were, she needed a closet change. She went around the store picking up a variety of items before going to the cashier to pay for all of it.

"I'd like to get all of this," Ghost-Gwen demanded, speaking in Gwen's voice and setting everything down.

"Sure," the cashier said as he scanned and bagged all of the clothes, "that'll be one fifteen ninety-nine, love the eyes by the way."

"Thanks, and here you go," she handed the money to the employee. She really hated to be polite to all of these people, but she couldn't arouse any suspicion and draw the attention of Ben.

She walked out of the shop with her bags and went back to walking around the shopping centre.

All she needed to do now was find a place where she wouldn't be disturbed, a place that wouldn't let sound out. Luck would be on her side as she saw a large grey door slid open on her left and a man in a small buggy drove out of it. Making sure no one was looking, she darted for the door as it closed, narrowly missing being crushed between it and the wall. Looking around her, there wasn't a person in sight, meaning she could go about her business with no interruptions. She continued to stroll down the corridor looking for a private room, until she came to a door that signified it was the women's toilet. She went in, made sure it was empty and locked the bathroom door. Ghost-Gwen then sat down on the seat and pulled out one of the ropes and began to tie to around feet. Then she tied her chest to the back of the toilet, keeping her down. At this point, Zs'Skar phased out of Gwen, who was out cold, so she could finish up. Zs'Skar brought Gwen's hands behind the back of the toilet so those could to be tied up as well, meaning there was no way for her to escape.

"It's time to wake up Gwendolyn!" the ghost spoke sadistically while bringing one of her long black nails under the girl's chin.

Gwen began to stir, opening her now green eyes. "Where have you brought me?" she questioned, trying to keep as straight a face possible, she didn't want to give the alien the satisfaction that she was horrified.

"Just somewhere where we won't be disturbed," answered Zs'Skar, "so we can have a little talk about what you really are. But first…" She bent down to the first bag, grabbing the final bit of rope, then to the second bag, grabbing the socks. She shoved the socks into Gwen's mouth then tied the rope from the back of her head to her mouth, keeping the socks in place to act as a makeshift muffler. "There we go. Now to punish you for your insolence!" Zs'Skar then went intangible and sent her long claws into the arms of Gwen then unphased just slightly. In that instant, Gwen felt the worse pain she had ever experienced. She let out an agonising scream as it felt like her arms were being ripped off through the bone, tearing her muscle and skin right off. The muffled screams brought joy to the face of the Ectonurite who watched at the torment to 10-year-old was going through. In truth, the claws had only been inserted for a minute or two, but to Gwen, it felt like she was suffering for eternity. Zs'Skar took her claws out of Gwen's arms, she couldn't harm her host too much, after all, she had more planned for her. She loosened the gag so they could continue their conversation. "That should teach what your lack of respect and insulting me with that name!"

"Please…" Gwen begged, panting heavily, "please… don't do that… again,"

"Innocent child," Zs'Skar spoke, place her hand on top of Gwen's head, "we will need to improve on the amount of pain you can take, but we can leave that for another time. I will ask you again, what are you hiding?"

"I DON'T KNOW WHAT YOU'RE TALKING ABOUT!" Gwen replied, shouting, "I'm just a girl. A normal human girl. I was born and raised in Bellwood with my brother and my parents. Apart from being smart, there's nothing special about me."

Zs'Skar scratched her claw across Gwen's head, causing her discomfort but nothing compared to before. "Stop lying, Gwendolyn! When I first possessed your puny body, I thought it would be just that, like your fellow humans on this planet. Puny. Insignificant. Powerless. But you were different. There's something powerful inside of you, and I intend to use that to become whole again with the power of the Omnitrix," Zs'Skar placed the gag back into a resistive Gwen's mouth before finishing, "if you won't tell me, then I will have to find out myself. Don't worry, this won't hurt a lot… for long," she let out a malicious laugh before phasing her whole body back into Gwen. Her face gained the black sclera, purple irises and black cracks while Zs'Skar searched for the source of this unknown power. Gwen started to feel the discomfort rise slowly in her entire body, it was like she was being pushed and pulled in every direction, or rather being torn apart and put back together over and over again. It started to reach an immeasurable level, causing her to let a blood-curdling scream, which would have been deafening if the sock wasn't absorbing a lot of the sound. Her limbs were writhing, twitching as some sort of outlet for the pain, but it didn't help. What felt like hours of torture and agony, only several minutes had passed, but to Gwen it was all the same. She tried to focus on something else, anything else but the pain, but she couldn't. She closed her eyes, beginning to sob as the black cracks on her face were starting to snake their way down her neck and onto her chest.

The Ectonurite searched Gwen's entire mind and existence for the source of the power she sensed from before but came up with nothing. She couldn't find it. "What are you hiding?" she thought, it was really starting to annoy her now, perhaps she made a mistake.

Gwen was still suffering. She wasn't doing any better than before, but she could feel something. Something else. It wasn't pain, but it was building inside her. The black cracks disappeared from across her body and she opened her eyes, which were now completely glowing a pinkish purple, unbeknownst her. The dark bathroom started illuminate the same colour and she looked around to find the source of the light. She looked down and was shocked at the sight. It was her. It was her hands that emanating the light.

Zs'Skar could both feel and see what was going on inside the girl. Pinkish purple energy was flowing through her body. "What a fortunate turn of events?" she thought, letting out a maniacal cackle in the process, "she is an Anodite! One of the most powerful beings in the Universe within my grasp." The energy started to dissipate, but she had seen and found out all that she wanted. She exited Gwen's body and saw that the girl was dripping in sweat and her face was covered in tears. She removed the gag from her mouth and Gwen immediately started taking deep breaths.

"W…What was… What was that?" Gwen inquired in a confused tone, "Where did that come from? What am I?" She had never anything like that before. Humans couldn't do that, could they?

"You, my dear, are an Anodite," Zs'Skar explained, "a powerful being, stronger than anything that you have seen from the Omnitrix. You can control and manipulate life energy itself, Mana."

This raised even more questions for Gwen. "How is that possible?!"

"You must've had an Anodite ancestor," the ghost hypothesised, "with practice, you could do anything you want. You could become more powerful than your cousin!"

"More powerful than Ben?" thought Gwen curiously. She experienced some power with the keystone and the charm of Bezel, but if what Zs'Skar said was true, she could do so much more. "How can I do that?"

The Zs'Skar was smiling internally, she was giving in to the idea better than she could have hoped. "Simply allow me to help train you, I only ask that you follow my every instruction. Do you understand? And as a show of 'good faith' as you humans put it, I will free you." She proceeded to use her long claws to cut away at the ropes that were holding Gwen captive, who started to rub her wrists due to how tight the binds were. "If I can train her, I can turn her against her cousin, and use her abilities for my own purposes."

Gwen thought over the offer that the Ectonurite made her. Ben had the Omnitrix, Grandpa Max had his Plumber stuff, but what did she have? Being smart would only get her so far, but if she had power, real power of her own, the others wouldn't have to worry all the time about protecting her. She made her decision and looked up at the floating ghost. "What should I call you?" she asked, "you hate the other name, so do you have something else?"

"Perfect!" the alien thought before answering, "you can call me Zs'Skar. My first instruction is that you do not tell the others about me or that you have discovered this about yourself."

"Why can't I tell them?" Gwen inquired.

"Because they won't understand your gift and they won't trust me after everything I've done," she answered, "also wouldn't you want to shock with what you can do once you have mastered your abilities?"

"She has a point," Gwen noted, "I don't completely trust you after what you did to me, what you do make a fair point. It would be fun to see the looks on their faces once I've practised."

"I did not get the title of High Priestess of the Anur System for nothing," Zs'Skar pointed out before getting close to Gwen's face, "also Gwendolyn, do not question my instruction! You will not like the aftermath!"

The tone of that last statement would have made Gwen cower in fear had she not been at the mercy of the ghost already. "Yes Zs'Skar," she answered obediently, bowing her head.

"We must get back to the others, we wouldn't want them to start worrying about you, now would we?" Zs'Skar joked.

"If you can help me, they won't need to keep doing that," Gwen replied confidently. She looked down at herself and realised that her clothes were still sweaty from earlier, she needed to get changed. Luckily, she saw that Zs'Skar had got some, why though she wasn't exactly sure. She looked over to the ghost floating in the middle of the bathroom, staring at her. "Ummmm, can you just turn around for a minute?" she asked calmly, she wasn't sure how to explain the need for privacy to an alien, "I need to get changed and humans generally don't like it when others are watching."

Zs'Skar wasn't exactly sure how to answer back to the request Gwen had made but simply nodded and rotated her form to face the door and give the girl her privacy.

She slipped out of the clothes that she had pretty much been wearing the summer so far and into the new clothes. The new bottoms were a pair of black jeans that had a thin purple stripe going down the sides of each leg. They stopped just above her ankles and were quite loose in their fit like the previous bottoms she wore. She slipped on the black top with sleeves that ended halfway down her arms. The front of the top was decorated with a dark purple skull with neon eyes and black lightning that was outlined in white to differentiate it from the black of the top. "Okay, I gotta admit, you had some pretty good taste when you were picking these," Gwen commented looking herself over as Zs'Skar turned to face her host, "though I'll need to change these shoes, they do not match this outfit."

"I believe it is time for me to take up my host again," the Ectonurite commanded flying closer to the girl.

"Fine! But I'm in control this time," Gwen argued as Zs'Skar phased into her body. The sclera in her eyes went black as her irises went purple, and as before, the black cracks appeared, snaking down from her eyes to her chest and torso. They flashed away quickly as her skin and eyes went back to normal. Gwen folded her old clothes and placed them into one of the bags and picked up the pieces of rope and socks to not arouse suspicion if someone were to come in at a later point. Gwen carefully unlocked the door of the bathroom to check if there were any prying eyes and from what she could see, there was no one nearby. She made her way back to the way she came but was stopped in her tracks but a hand landing on her shoulder.

"Excuse me miss," the guard spoke monotonously, "but you are not allowed to be in here. Do you have some form identification?"

She was in some real hot water now. She couldn't run off, the guard had seen her, she needed to lie her way out of this. "I was just… uhhhhh… looking for a bathroom, I was bursting to go, and I couldn't find one. I saw someone come out of here and I figured there was a toilet somewhere." She sent out a big gleaming smile to add to her innocence.

"You're gonna have to do better than that, kid," the guard commented, grabbing her by the collar, "now let's go find your parents and see if they can explain this behaviour."

"Crap, now what am I gonna do?!" she thought.

"Need a little help, my dear?" Zs'Skar offered.

"What are you gonna do to help?" Gwen inquired.

"Just watch Gwendolyn," Zs'Skar explained, "I will need to control you again,"

"Just get it over and done with. But no killing, if that's what you're thinking,"

Gwen was possessed once again, and she immediately grabbed the guard's hand from her collar and completed a full 180 twist of the arm, bringing it in front of her. She sent her heel into the man's back, sending him crashing into the hard concrete floor. The guard turned to get up but was struck by a right hook to the face, knocking him out. Zs'Skar phased out of Gwen's body and simply observed the man out cold on the floor, before taking control of his body.

"What are you doing?" Gwen asked curiously staring at the man.

"I'm making sure this man doesn't remember what you look like," she answered, "do you want this man going to the police saying he was attacked by a young girl?!"

"You make a fair point," Gwen continued. She watched as the man lay, drool dripping from his mouth as his irises glowed purple.

It wasn't long before Zs'Skar exited his body, "he was a weak-willed being, despite the strong exterior he portrays," she noted before going back into Gwen, but letting the girl have use of her body. They continued their way back to the main part of the mall, pressing a large green button to her side that made the large grey door slide open. She came back out and searched around for a place that sold trainers on one of the store maps and came across one that was around the corner. Once she entered the store, she instantly saw a pair that she liked that also would match her outfit, a pair of black vans that had a slight purple tinge to the material. She quickly found a pair that was in her size and paid for them, before leaving the store so she could meet up with Ben as it was nearing the time she said they should meet up. With her bags in hand, she walked through the crowds of people that now filled the mall to her meeting point. She got to the meeting point and found Ben standing around with a single bag that had a massive picture of an explosion plastered on the side, she could only guess as to what he bought.

"Hey dweeb," she spoke cheerfully.

"What's up Doofus," Ben replied, looking at her up and down, "I see you had a fun time at this place. What's with the new look? A bit darker than what you usually go for."

"Why does it bother you? Can't a girl change up her style every once in a while?" she answered back defensively.

"Jeez alright, I was only trying to be polite," Ben spoke, becoming slightly aggravated at her response.

"So, what did you get?" Gwen questioned, changing the subject.

"Just a couple of games for my console back in the RV," Ben answered, looking around at the clock, it was nearing three, "do you think we should get something to eat before we head back?"

"Good idea," she commented, "I really don't want to have to ask Grandpa to cook up something. He'll probably make dung beetle kebabs or something," they both responded to the idea by making a gaging motion as if they were going to throw up.

"I passed the food court on the way here. Come on." Ben lead Gwen back the way he came and in a couple of minutes, they were surrounded by many different fast-food eateries. They both decided on a place quite easily, McDonald's obviously, and got their food to go and ate on their way to Grandpa Max. They found him standing there waiting for them.

"You guys have a nice here?" he asked kindly.

"Yeah it was alright," Ben replied nonchalantly.

"It was interesting, in more ways than one," Gwen answered truthfully, but not making it obvious as to what she was referring to.

"Well we better get on the road, we can probably squeeze in a few more hours of driving before we stop for the night," Max spoke calmly as he turned towards the car park.

"Ok then," Ben and Gwen said simultaneously, following behind him.

(Motel * Time Skip – Evening)

The Alien fighting trio had been travelling for around four hours after leaving the shopping mall, and as it was nearing the night, Max had decided to find a place for them to stop. He found a small motel that was by the side of the road for RV drivers and other motorists and pulled over.

It was coming up to dinner, so Max had made some food. More specifically, he made Octopus burgers, which almost made Ben and Gwen vomit at the sight of. Since they had no other option, they had to eat it, and it turned out it wasn't that bad, besides being a bit chewy, they were quite good.

"You know, I'm surprised at how those burgers tasted," Ben commented, "sounded worse than they tasted."

"Yeah, usually when Grandpa makes something, it's still moving or has an eye in it or something," Gwen continued, "apart from the name, they tasted relatively normal,"

"So, what's the plan now then?" Ben asked.

"The plan now is to get some shut-eye," Max interrupted as he walked over to the duo, "we have a long route ahead of us tomorrow, and I want us to start nice and early."

"Can we stay up for a bit? it's not even 9," Ben argued.

"He makes a point Ben; we all know how you get when you don't get your beauty sleep," Gwen teased as she followed Max into the RV.

"Fine," Ben begrudgingly mumbled as entered the Rustbucket.

(RV * Time Skip – Middle of the night)

Ben had decided to stay up for a couple of hours playing on his mobile console but had fallen asleep with it lying across his chest. Gwen was sound asleep in the bottom bunk however, inside her head, she was far from being in a dream-like state.

(Gwen's Mind)

Both Gwen and Zs'Skar floated freely within the infinite expanse that was Gwen's mind, which currently appeared to be blank void.

"I just want to be clear on our agreement," Gwen spoke to the ghost.

"Of course," she replied.

"You help me train my abilities, and I help you become whole again, but you can't hurt Ben," Gwen clarified.

"I will agree to your terms, young Gwendolyn," Zs'Skar lied. This was never the Ectonurite's plan, she was going to get the Omnitrix, she was going use it to rule the Universe, and she wasn't going to let a 10-year-old human girl stand in her way. There was she was a reason she was the High Priestess of the Anur System.

A/N: There you have it, chapter 2 of Gwenfreak.

Tell me what you think in the form of a review, constructive criticism is welcome as well.

Before I leave you, I would like to make a request. If you are British and a big Ben 10 fan (kind of obvious if you are reading FF), PM me, I have a story idea that I need help with the details of. I would appreciate the help.

I'll see you guys next time in Chapter 3.