A/N: Hello all, it's been a long time, again.
Hopefully you guys are all doing well. 2020 was a hectic year for everyone, so much happened and so far, 2021 isn't going any better, possibly worse depending on where you are.
But let's ignore all of that, it is story time. I have decided to revise this story and re-upload it, so the original will be deleted.
I should be getting back into my other stories at some point, but uni is busy and does take the priority.
Just something to note, I don't get notified of DMs on this like before, so if you would like to message me, just add me on Discord, my username is in my profile.
Just some story notes:
Set in the timeline of the original series
Ben and Gwen start at 10 years old (DoB – 27/12/1995)
Ben has the original prototype Omnitrix
I'm going to start from the beginning of the episode 'Ghostfreaked out' to help set up the story
Ghostfreak is female (Zs'Skar pronounced Zuh Scar)
Some notes about the text:
"Speech is in quotation marks and not in italics"
"Thoughts are in quotation marks are in italics"
"Magic will be quotation marks, bold and in italic"
"Possessed voices (e.g., Ghostfreak's voice through Gwen's mouth, a mix of both Gwen and Ghostfreak's or Ghostfreak using Gwen's voice) will be quotation marks and bold"
Scene and time changes will not have quotation marks but will be in bold
I don't own Ben 10
Gwenfreak - Chapter 1 - Ghostfreaked Out
…
It was a fairly normal day, given the summer Ben and Gwen had been having, finding themselves in a park just chilling.
A boy had gotten his frisbee stuck in a tree and decided to climb up and get it. He got to the branch and grabbed his lost frisbee, but then came to the realisation of how high he was. He dropped his toy and tightly held on to the branch for dear life, yelling for help.
"Don't worry," yelled Gwen from the ground, "we'll come up and get you."
"We?" her cousin questioned sarcastically.
"You're the one with all of those aliens at your fingertips," she replied.
He activated his watch and transformed into the large orange dog known as Wildmutt.
"Great idea," Gwen remarked, "turn into the vicious alien attack dog to rescue the scared kid out of the tree". Ben just growled back at her in response.
The boy looked behind to see what made a noise and saw the large form of Ben's Vulpimancer form standing on all fours at the end of the branch. This increased his levels of fear as he quickly turned back, quivering.
"It's okay, I'm gonna get you down" came Ben's voice from Wildmutt, which was surprising considering he could only growl and snarl in this form.
"But I don't want to get down," came a raspy voice as the child turned and a lone purple eye was on his face, "I want out."
Wildmutt staggered back, however, the branch he stood upon turned into a grey three-fingered hand that grabbed him and soon he found himself being held up to Ghostfreak's face.
Ben could nothing, except look upon the single purple eye that stared back at him.
"You can't get away from me!" the voice of Ghostfreak echoed as 'he' brought the alien dog to 'his' mouthless face. "You want to be useful, get me out!"
(Real-world)
"AAAAAAAAAAAAAAHHHHHHHHHHHHHHH!" Ben screamed as he fell out of his bed, waking up from a nightmare.
"Shut up doofus. I'm trying to sleep," Gwen muttered as she rubbed her eyes sleepily.
Ben didn't even listen as the dream lingered in his mind. It was freaky and felt so real, but it couldn't be, could it?
(Time skip - Morning)
"Hey dweeb, what's with you?" asked Gwen seeing Ben just sitting there, staring blankly at the vast expanse of forest.
"Are you okay Ben?" Grandpa Max asked as he looked at his Grandson in worry.
"Yeah, I just had a nightmare, that's all," reassured Ben as he climbed back onto the top bunk.
"Oh, you're such a baby," Gwen mocked while skimming through a brochure for Bancroft Academy.
"And you're a geek," retorted Ben, snatching the brochure from her, "Is that why you want to go to this stupid school? It's just full of snobs and posers."
"Bancroft Academy is one of the best schools in the country," she answered, "and you better not do anything that will screw up my chances."
"You don't have to worry," he said with a smirk, "I'll be on my best behaviour."
"Why doesn't that make me feel better?" she asked herself.
(Bancroft Academy * Time Skip - Midday)
Ben sighed as he followed his cousin around the nerdy school. He was absolutely bored out of his head.
"So, you can see why we are very picky here Bancroft Academy about who we admit," their blue-haired guide continued, "so many delude themselves into thinking that they are Bancroft material. It's so sad" she sighed.
"Well, I have a 4.2 GPA" Gwen explained, listing off her achievements, "I'm the president of the computer club, treasurer of the science society, I volunteer at several local charities, and I am a member of my school's Jiu-Jitsu team." She decided to show off what she had learnt from her martial arts classes, but this didn't impress this guide.
"How nice for you," the guide remarked, before continuing to walk.
"BEEEENNNNNN!" a whisper came that only Ben could hear, causing him to look around in all directions, but couldn't see where it came from.
"Do you have a question?" the guide asked, bringing Ben out of his stupor.
"Uhh yeah," He answered slowly, "why are there so many kids here during summer?".
"Attending our prestigious summer school program," the girl answered politely before walking off with Gwen and Grandpa Max.
"Summer and school," Ben said, catching up, "two words that do not go together."
The tour girl brought them toward another one of the buildings at the academy, which had a slightly shaded area in front of the entrance. As they walked, Ben saw something that was out of place; instead of his shadow, it was Ghostfreak's up on the wall. He walked back to try and see it again, but it was gone. "What in the world is going on?! I am definitely missing sleep," he thought, rubbing his eyes, before catching up with the others.
"And this is our chemistry lab," replied Tiffany showing Gwen and Ben the academy's lab. While Tiffany and Gwen talked about her possible enrolment, Ben was looking at all sorts of beakers that were filled with a variety of chemicals and compounds. Everything felt normal until he saw the familiar eye of Ghostfreak.
"LET ME OUT!" screeched Ghostfreak's voice as Ben stumbled back from the beaker.
"Leave me alone!" Ben yelled back, throwing the beaker to the floor, near the feet of the guide. She was not impressed. All of a sudden, the Bunsen burners turned on, rapidly heating the chemicals above, to the point of causing the beakers to shatter.
"Ben? What are you doing?" Grandpa Max asked.
"I didn't do anything," Ben explained, "it was Ghostfreak." As he finished, the fire alarm was set off in the science lab, causing the sprinklers to activate right over the head of the guide. She, again, was not impressed by the behaviour of Gwen or her cousin.
"This is not going to look good on your application," she calmly spoke, "Bancroft is a no freak zone."
(Elsewhere on Campus)
"See what I mean," Acid Breath spoke, "easy money." The circus freaks stared at the case of golden and silver trophies, looking to steal them and make a quick buck.
"Hey, this room is off-limits without an escort," a security guard ordered, not sure what to think of the trio, who just gave a dirty look and grin to the man.
(Elsewhere on Campus)
"I am so sorry about my cousin," Gwen apologised to the guide, who was still dripping wet from the sprinkler incident, "actually, I don't even think that were even really related, I think his parents found him at the zoo or something."
The guide just looked back at her and it was clear she had not found the joke funny. "At BA, it is as important as who you are, what you have done," she explained, "and if you're a person from a quality family." She walked away without another word.
Gwen was absolutely pissed now. She turned and brought her arm up, as if to whack her cousin, causing him to cower. "Benjamin Tennyson, I'm gonna…" she yelled, before being interrupted by the sound of glass smashing.
"I better go check that out," Ben said, before running in the direction of the commotion.
(Elsewhere on Campus)
Ben ran to where the sound was coming from and found the trophy cabinet door was broken and it appeared that some of the trophies were missing. He kept scratching the back of his head before hearing the cackle of the Circus Freaks, "I know I've heard that laugh somewhere before." He ran to the door and saw that they had strung up an unconscious security guard, before running in.
"You again?!" he shouted.
"Hey, there's that brat that got rid of Zombozo" replied Thumbskull.
"It was a sweet gig working for that clown and you had to go and ruin it" continued Frightwig
"Time for some payback," replied Acid Breath as a green mist exited his mouth.
"Not today," replied Ben cycling through his aliens. He set the icon to Heatblast and slammed down, only to transform into Ghostfreak. However, something was different from when he usually transformed into the ghostly being, it was as if someone else was in the driver's seat.
"Nice trick kid," Acid spoke, while Thumbskull lifted a section of the seating area and proceed to toss it at the Ectonurite. Once it had landed, Acid Breath spewed a green substance over the broken and splintered wood, melting it all together. "We ain't scared of no ghosts," he spoke again as the trio laughed maliciously together.
"You should be," Ghostfreak spoke in 'his' usual raspy tone as 'he' phased through the broken seats and sprang toward Acid Breath. 'He' phased through the floor again and used the crashmat that Acid was on to lift him up and throw him into the wall, head first, knocking him out. Thumbskull charged at him but the ghost simply phased through, confusing the large man, before reappearing behind him and phasing 'his' fists into Thumbskull's head, causing him to scream in agony, knocking him out instantly.
Frightwig swung her hair round to Ghostfreak, trapping 'his' left arm, or so she thought, as 'he' phased through the ground, bringing her down with him. Her hair didn't phase through, but 'he' grabbed the back of her head and repeatedly slammed it into the wooden floor of the gymnasium.
Gwen and Grandpa Max were stunned by the onslaught of Ben's attack on the Circus Freaks.
"Something's wrong," said a worried Max, "I have never seen Ben so vicious before." Ben usually defeated his opponents without leaving lasting damage, but now, they were going to probably need some help after this treatment, not that Max would admit it.
"Ben, are you trying to ruin my chances at this academy!? Ben! I'm talking to you," yelled Gwen to her cousin.
Ghostfreak merely turned to her with 'his' purple eye and replied, "Ben's not here." Gwen stepped back as Ghostfreak let out a dark chuckle as 'he' brought 'his' face close to hers. While that was happening, the circus trio was making their escape. "Ahhh, it seems they didn't learn their lesson," replied Ghostfreak, speedily floating after the.
As soon as 'he' left the building, the Omnitrix began to beep red, signalling it was time for Ghostfreak to go.
"NO! NO! NO! I'M NOT GOING BACK IN THERE!" Ghostfreak yelled.
Ghostfreak made it into some shade before the watch timed out and was covered in a bright red light that died down to reveal Ben.
"Man, glad that's over," sighed Ben.
"Oh, I wouldn't say that," came a familiar voice. Ben slowly brought his face up and his eyes widened to see Ghostfreak 'himself' hovering in front of him, "it's so nice to finally meet you face to face."
"B... But... that's impossible... I'm you..." Ben muttered in shock as he fell back.
"Oh, how wrong you are. An Ectonurite's consciousness is linked to every single strand of their DNA, allowing them to gain immortality through the tiniest of saved samples," replied Ghostfreak, "you only had my body, as my consciousness was trapped within the Omnitrix. Now that I am free of that wretched thing, I can finally be my true self." From 'his' hands, long sharp black nails ripped through the covering, tentacles released from 'his' chest as 'he' pulled it the rest of the sun-shield to reveal 'his' true form. Ghostfreak's form had a dark purplish skin that looked similar to a hood that covered the majority of 'his' body except around where tentacles came from in the centre of 'his' chest and around 'his' tail, which appeared to be striped white and black. Small black spines ejected along the back of 'his' back and small spikes extended from his elbows, the same colour as 'his' claws. 'He' also had a pale face that looked like that of an upside-down human skull except for the lone purple eye that stared down at him. Ghostfreak also had what seemed like black lipstick on.
"I thought you were ugly before," Ben stated in utter shock at what he had seen. He took a closer look at the spectral of Ghostfreak and went wide-eyed at a realisation, "wait, y… you're... a... g... girl...?"
"Of course. I've always been a female. Do you have any idea what it's like when you turn into me? It disgusted me every time," came Ghostfreak's raspy-like voice that actually sounded more feminine now that the sun-shield cover was off. "Let's see how you like being trapped within someone else!" replied Ghostfreak reaching towards Ben, only to recoil as her hand burned from the sunlight and a small plume of smoke arose from them. "Ahh!" She flashed intangible and went flying through the nearest wall.
Ben was frozen for a few seconds, staring at what had just transpired in front of him. "Why couldn't she go into the Sun? I've never had that issue with Ghostfreak before."
"Ben, there you are," came Max's voice as Ben turned to see his grandpa and cousin caught up with him. "You alright?"
"No, far from. Ghostfreak's free," replied Ben.
"Ben, we know you're free," replied Gwen.
"No, I mean Ghostfreak herself is free," replied Ben.
"Herself?" Max asked in confusion
"You got something you haven't told us Doofus?" Gwen asked with a raised eyebrow.
"Turns out Ghostfreak was a girl the whole time," replied Ben.
Gwen was silent for a moment before bursting into a fit of laughter.
"It's not funny!" Ben yelled.
"Sounds pretty funny to me," replied Gwen with a grin.
Ben just glared and soon the two began to argue loudly.
(Elsewhere on Campus)
Ghostfreak had soon recovered from the attack of the sunlight and was far from where she was released. "Why did the light hurt me all of a sudden? Ben used my body before, but it had never been damaged by being in the light!" she thought, floating through another wall to the outside, but still in the shadow. "Out of one prison, only to be imprisoned within another. There must still be a part of me missing. Ahhh yes… in that prison watch on the wrist of that child. If I possess him, I can make myself whole again and I would no longer be stuck to confines of the shadows. But first, to find a temporary host,"
Glancing around the area, Zs'Skar saw up ahead a scrawny human girl in an odd attire sitting on a stone rectangular seat typing away on a laptop. Smiling wickedly, the ghost slowly approached her. At first, she was clueless, but then slowly, she began to sense something was wrong as if someone was watching her. The girl ceased her typing to look over to see if someone was coming.
Zs'Skar had returned inside the walls of the building to conceal herself. A few seconds passed before the girl relaxed again. When her guard was down, Zs'Skar came out and revealed herself. Seeing her 'monstrous' appearance, she cried out in terror. She tried to run but was frozen from fear, as the ghost entered through her mouth and possessed her. She was a weak-willed creature, making it easy for the Ectonurite's persona to take over. Once she had full control, the ghost willed the body up, sending the laptop to the ground, breaking it in the process, and walked to the boundary of the shadow and sunlight. The girl's eyes were no longer their usual sky blue but instead were black, with purple irises and black pupils, with black cracks extending down her face from her eyeballs. Zs'Skar reached the girl's hand into the Sun and smiled, she no longer burned when in the light. "I guess these frail human bodies are useful after all," she thought aloud. The ghost girl walked off through the campus in search of a certain group of freaks.
(Elsewhere on campus)
"Ghostfreak's gotta be around here somewhere," Ben said, continuing to check rooms down one of the academy hallways with Gwen and Grandpa Max following.
"It's still funny that you used to turn into a girl every time you used that alien," Gwen said, with a smirk, "but seriously, why are you looking for yourself?". She was trying to believe that one of the aliens was actually alive and had escaped the watch.
"She said that she's been alive inside the watch this whole time, just trying to get out," Ben answered, "it would explain why I always felt weirded out when I was Ghostfreak and why it felt like I wasn't always in the driver's seat."
"Look, whatever's going on, you know we'll always be here for you" Max reassured.
"He's right," Gwen said, "even if it turns out you have a major leak in your brainpan,"
"I'm not crazy, Gwen!" Ben said. "Ghostfreak is loose!"
"Okay, okay," Gwen said, "so the butter hasn't slipped completely off your noodle. But how are you planning on bringing her down once you find her? That alien's pretty dangerous, and come to think of it, pretty creepy too."
Ben then looked and saw the sunlight shining through the open window.
"Sunlight!" Ben realized, "she couldn't go into the Sun. She has to stay in the shadows."
"What, like a vampire?" Gwen asked, "you never had that problem when you were Ghostfreak."
Ben then looked down at the Omnitrix and came to a sudden realisation. "That's exactly why she needs me. Somehow, if we're joined, she'll be whole again. That means that we have to find her before sunset or we're all doomed," Ben said.
"I've got a few things from my Plumber days that might help," said Max.
(Elsewhere on campus)
"'How tough could it be to rob a school?" Frightwig mocked Acid Breath as she and her companions hid out in a shed. "It'll be easy money!'"
Suddenly, the door to the shed opened and a shadowy figure stood in the doorway.
"It's that kid with the watch! Let's get the hell out of here!" Acid Breath gasped.
"Attention, freaks!" the figure spoke as she stepped into the light, revealing herself to be Ghostfreak in the kid's body. "You are now my minions! Obey my commands or feel my wrath!" the voice that came from the girl's mouth was a cross between that of Zs'Skar's and her own.
The Circus Freaks gave blank stares as the girl stepped further inside for them to see the host's not so intimidating appearance. There was a short silence, and before long, they burst into laughter.
"I don't think you realize who you're dealing with," she said as she suddenly phased out of the girl, causing the black lines and purple irises to disappear, revealing her horrifying appearance and prompting the girl to run away screaming once she came to. "I am not that kid. But serve me and I promise you'll never see him again."
"What if we don't wanna help you?" Thumbskull asked bluntly, stepping forward to try and intimidate the ghost, but to no avail.
"I was hoping you'd ask that."
Without warning, Ghostfreak flew into Thumbskull, possessing him and taking away his control over his own body as the same black sclera, purple eyes and black cracks appeared down his face.
"What's happening to me?" he struggled as his body was thrashed all around the shed, smashing into walls and shelves before he was finally tossed into the wall opposite his companions as Ghostfreak finally decided she'd had her fun.
"Any other questions or hesitations?"
Frightwig and Acid Breath looked at each other nervously before feigning innocence.
"When do we start?" Acid Breath asked.
Zs'Skar grinned, feeling empowered by having these three lives in the palm of my hand. "They would make good minions, once I tame them. All that is left is to find Ben and to not risk harming myself, I must wait till nightfall."
(Outside campus * Time Skip – Night)
Night fell on the campus as the group investigated, searching for Ghostfreak.
Max held a device that seemed to pick up paranormal activity as they walked through.
"We've been at this for hours!" Gwen shouted. "If Ghostfreak trashes the campus, I'll never get admitted!"
The others looked at her, clearly annoyed by that statement. "... Not like that's more important than saving all these innocent people."
"I'm picking up some trace spectral activity from around that corner," Max stated as his device started beeping more rapidly as they reached a clearing.
"Okay," Ben said as he activated the Omnitrix, "let me get my game face on!" Ben said as he slammed down their core and the transformation initiated.
Ben's Omnitrix sank into his wrist and his blood vessels expanded rapidly before spreading across his entire body, which eventually reached his eyes, which he clutched shut and when he shot them open again, they were fully golden. A second pair of arms shot out just below his primary pair and his muscle mass grew exponentially. His feet morphed themselves to only have two toes and his skin turned dark red with a few black crests on his face and a second pair of eyes grew beneath his original ones. He wore a white and black one-piece bodysuit before he shot a pose.
"Hey, I meant to do that," Four Arms realized with a smile. "Maybe I'm finally getting the hang of this thing."
"Whatever," Gwen said as the trio heard screaming coming from behind them.
The students ran from the campus screaming as Thumbskull and Frightwig approached, the later holding the tour guide from before hostage in her thick tentacle-like hair.
"We don't have time for you freaks!" Four Arms said.
"Yeah, the party's over," Gwen glared.
"You got it all wrong, kids," Frightwig smirked. "It's about to really get rolling!"
That was when Acid Breath stepped up, only with the same black and purple eyes. "And it's a surprise party!" Ghostfreak then phased out of the freak with a glare, as Max and Gwen recoiled at the sight of his appearance. "Hello, Ben. Have you been working out?"
"Ghostfreak?" Four Arms asked.
"Ugh," Gwen groaned. "Major horror show."
"You ain't seen nothing yet!" Ghostfreak exclaimed as she flew forward and tried to possess Four Arms... without success as she simply splattered against his body, prompting him to just pull her off like a piece of gum and tossed her away. "Hmm... it seems I cannot merge with you in your alien forms. No matter, time is on my side. You will be human again soon enough."
"Well, we have a surprise of our own!" Max exclaimed as he brought out what seemed to be a flashlight-like gun that he blasted outwards, burning Ghostfreak as the blast grazed her arm.
"Daylight at night?!"
"Sun gun," Max explained. "projects a beam as bright as sunlight."
"Clever, Tennyson," Ghostfreak admitted. Max fired the gun again, but Ghostfreak was ready this time as she avoided it. "But not clever enough". She then flew into Thumbskull, possessing his body and negating the beam's effect on him. "As long as I am in a host body, your weapon has no effect!"
She then charged Four Arms, who dodged out of the way, sending her crashing into a statue. Four Arms then gave her a full body grab and performed an atomic supplex on her.
Frightwig face-palmed and shook her head as Acid Breath ran in.
Four Arms rammed Ghost-Thumbskull through several stone figures on the campus lawn before he finally tossed her to the ground as Acid Breath glared. Acid Breath opened wide and spewed his thick green acid over the open area, eroding everything it touched. He proceeded to jump on the back of Ghost-Thumbskull but was easily knocked off my Four Arms due to his weak stature. The possessed freak tried to attack again but was easily tossed by the four-armed brute into the stone stairs at the feet of Frightwig.
Ghostfreak then possessed Frightwig and walked forward, tossing the tour guide aside. Gwen aptly jumped and caught her as the two girls crashed into the ground.
Gwen chuckled at the tour guide as she glared at her. "Sooooo... do I should I turn in my admissions application to the main office or just hand it to you directly?"
Ghostfreak used Frightwig's body to wrap her hair around Four Arms' legs, pulling him on to his back. The alien quickly recovered from the attack before giving the 'Bring it!' hand motion with his four hands. The freak tossed thick red locks around, but Four Arms easily blocked them or evaded them entirely before he pulled her towards him by her hair that wrapped around his fist.
Ghost-Frightwig grinned at him. "You wouldn't hit a lady, would you?" spoke in a voice that was a cross of her own and Zs'Skar's.
Four Arms grinned back before wrapping her up and trapping her in her own hair and throwing her aside to the ground.
"You can keep playing Musical Freaks all you want," Four Arms glared. "I'll just keep kicking their butts over and over again."
"You're right," Ghostfreak said as she phased out of Frightwig, who went unconscious. "He would never even think of hurting his own cousin," she thought sadistically, looking over to Gwen, who was helping the guide to her feet. "You have no fear in harming those you do not understand, but what if your next opponent was someone you treasure like a sister?"
"Gwen, look out!" Four Arms shouted as Ghostfreak flew towards Gwen, who screamed at the top of her lungs.
Four Arms ran, but he was no Kineceleran. As Ghostfreak approached Gwen, the fear in her green gaze grew until the crying stopped as the Ectonurite went down the throat of his cousin, causing her to collapse. Her bright green irises were now purple as the whites were replaced with black and black cracks snaked their way down her face.
"She feels different to these other puny humans I have controlled" Zs'Skar thought, "she is hiding something, something powerful!"
"Too late! Let's have some fun!" Ghost-Gwen spoke, it may have come from her mouth, but it wasn't her voice. Ghost-Gwen did a backflip kick towards Ben which he dodged but couldn't stop but glare at the form of his possessed cousin. Zs'Skar willed Gwen's body to perform several Jiu-Jitsu punches and kicks that Ben avoided easily.
"So not cool!" He shouted as Ghost-Gwen leapt onto his arm and held on. Four Arms waved his upper right arm around to get her off and unintentionally threw her into the wall.
"Gwen, are you alright?!" Four Arms asked as he ran over to where she was on the floor, noticing the purple irises and black cracks had vanished.
"Ben, w… what are you doing?" Gwen asked.
"She is strong-willed," Zs'Skar realised as she was no longer in control, "but I will not be beaten by a mere child!!" Ghostfreak took her over again and took advantage of Ben in his worried state. She then leapt up and kicked Four Arms in the face with a flying kick before backflipping towards the wall. She then used her body to crawl up the wall, stunning Four Arms.
"That shouldn't be possible!" Four Arms thought in shock. He climbed up the wall after Ghost-Gwen, digging his hand into the wall for grip.
Max walked up and noticed a ladder along the scaffolding and climbed up it to the roof.
Ghostfreak reached the top, followed closely by Four Arms. As he started to approach, he gasped as the Omnitrix on his shoulder began to flash red and beep.
"Ah, music to my ears!" As sadistic grew on Ghost-Gwen's face.
The Omnitrix flashed, leaving Ben standing as he glared at his Ectonurite-possessed cousin as she walked towards him.
"Ben!" Max shouted, tossing his grandson the Sun gun.
"Thanks, Grandpa!" Ben called as he aimed the Sun gun at his cousin. "Come on out so we can fry your purple butt!" he threatened.
"I have a better idea: drop the weapon so I can possess you and take over the world, Benjamin!" Ghost-Gwen shouted.
"Fat chance!" Ben said.
Ghostfreak smirked and flipped on top of one of the pillars on the roof.
"Then you'd better hope your cousin knows how to fly!" Ghost-Gwen threatened.
"You wouldn't," Ben whimpered as Ghostfreak started pacing back.
"Try me," she returned. "She could yet be of use to me, seeing his face at the thought of his cousin plummeting to her death is satisfying to watch," Zs'Skar thought.
At this point, the newly recovered circus freaks flipped onto the rooftop, surrounding our heroes as they looked on, concerned.
"The next sound you'll hear is the sound of your cousin's screams as she takes the big dive!" a dark chuckle followed after Ghost-Gwen spoke.
"Fine, you win," Ben said as he threw the Sun gun down.
Ghostfreak then smiled as she phased out of Gwen, who screamed at the sensation as Max ran over to comfort her.
"Eliminate them both!" Ghostfreak ordered as the freaks nodded and ran towards them.
"What?! We had a deal, you Halloween reject!" Ben shouted.
"Ahhhh, but you made a deal with me, not them!" Ghostfreak said as Frightwig wrapped her hair around Max and Gwen.
Ben's eyes instantly fell towards the discarded Sun gun. He then dove for it, but Ghostfreak was too quick.
He went intangible and dug his claws into Ben's shoulders and upper arms, who struggled in his grasp as he shouted out in pain.
"Ben, no!" Max shouted as he was held, helpless in the aid of his grandson.
Suddenly, green energy leaked from Ben's Omnitrix, instantly charging it as Ben quickly activated it as Ghostfreak phased into him, just managing to slam the core down.
Ghostfreak then stood back up with a grin. "Together again? Just like old-" she then suddenly coughed out and spat Ben, who had transformed into Grey Matter.
"That's enough to make me gag too," Grey Matter sighed.
Frightwig gasped as Grey Matter hopped onto her head, freaking her out and causing her to lose her focus, freeing Max and Gwen.
"Get them you fools!" Ghostfreak shouted.
The Circus Freaks ran after him and were eventually reduced to scrambling around trying to catch him, looking like absolute idiots. Thumbskull picked Frightwig up by her leg and tried shaking her upside down.
Grey Matter dropped down and hopped onto Thumbskull's back.
"Where'd that little pipsqueak go?"
He turned around and Frightwig saw the tiny Galvan on his back, prompting her to lash her deadly locks, whipping her companion into the wall in a daze as Grey Matter jumped onto Acid Breath's head, causing her to do the same to him before he finally leapt onto Frightwig.
Thumbskull tried to take advantage and tossed a chunk of the building at her, knocking her back on her back.
Grey Matter then leapt onto Acid Breath, but he wasn't falling for it this time, brushing him off as he glared downwards. Thumbskull proceeded to step on the minuscule alien at the same time as Acid spewed his thick green substance at the feet of his companion. His reflexes tossed him back, back onto the ground 40 feet below.
Ghostfreak growled out as he saw his captives escape through the fire escape while the alien slipped through the cracks in the wall. She then followed through using her intangibility.
"Get them, you poor excuses for minions!" Ghostfreak shouted.
The circus freaks nodded and followed Gwen and Max through the fire escape.
Ghostfreak glared as he phased through the wall and into the building, where Ben was nowhere in sight.
"You can run, but you can't hide!"
(Kitchen)
The Circus Freaks entered the kitchen in pursuit of the others as Acid Breath glared.
"Split up. Find them!"
They split up as Thumbskull went into the refrigerator and started snacking on the next day's lunch.
Max and Gwen took advantage of this and made a break for it. Gwen made it across but Max was caught in the reflection of the glass door to the fridge, which didn't go unnoticed by the freak. Thumbskull glared at the older man as he chased Max through the kitchen before Max opened a door, only to find that it led to the pantry - a dead end!
Thumbskull charged towards him to be swiftly kicked by Max into one of the shelves. Max got up swiftly and proceeded to close the pantry door, locking Thumbskull in as it couldn't be opened from the outside.
Gwen nervously looked as she saw Acid Breath walk by her as she crouched down nervously, but he wasn't fooled and tossed the shelf away with a smirk.
"It's just you and me, precious," he spoke in his creepy undertone.
Gwen then took notice of the fire extinguisher next to her and smirked. "Bring it on, Stink Breath!"
Acid Breath inhaled, which prompted Gwen to take her chance as she fired the foam into his mouth before ducking behind him and smashed his head with a large frying pan, knocking him out.
Frightwig then leapt up onto the stove and smacked Gwen aside with a sideways kick to the wall before she wrapped her up with her dreadlocks. The circus freak thought she was success in her act until Max suddenly came up from behind and plopped a large vat of grease over her, causing her to slip up from the grease that spilt onto the ground. As a result, she lost her concentration on her hair, releasing Gwen to the ground.
(Clocktower)
Ben had escaped into the clocktower as he nervously hid from his opponent's view. The Galvan started sweating until he heard the dreaded beep. "Oh, man! Not now!" Ben shouted.
Floating nearby, Zs'Skar heard the sound of the recharge function the Omnitrix, turning around, she spotted Ben back in his normal human state.
She dove after him as Ben ran platform from platform. He tried to jump to the one adjacent but lost his grip and fell down 20 feet, landing on his back.
Ghostfreak chased after the boy, prompting Ben to run but crash into a tool cart. He quickly recovered as he picked up a mallet and swung it at Ghostfreak, only for him to phase through her form.
That was when the Ectonurite grabbed Ben with the tendrils coming out of her chest and tossed him away, towards the metal support beams.
"Think about it, Ben!" Ghostfreak shouted, floating up to him. "With the power of the Omnitrix and your DNA, no one will be able to stop me from taking this world and every other!"
Ben squinted and saw a sliver of sunlight coming through the curtains as he smirked.
"Hey, Ghostfreak! Eat this!" he shouted, as he swung towards the low hanging curtain and pulled down. "It's time you saw the light!" Ben shouted as he pulled the curtain down, bathing Ghostfreak in sunlight, causing her to scream out in pain.
"I will not let this be the end of me," thought a determined Zs'Skar, "I will not meet my end at the hands of a puny child!". She saw that not all of the clocktower had been illuminated, so she quickly rushed to the shaded area, and phased into another room, unbeknownst to Ben, who believed that she was gone for good.
(Back outside * Time Skip - The next morning)
Later, the circus freaks were led away in an armoured van, each with their own specifically designed restraints. Thumbskull in a metal body cast, Frightwig in a straight-jacket with a hood to restrain her hair and Acid Breath was being wheeled away in a mask and dolly looking like Hannibal Lecter.
"Okay... Let's see, Frightwig. Check. Acid Breath. Check. And Thumbskull. Check." A security guard wrote off the inmate checklist before he remarked to the Circus Freak Trio, "We're sending you three to a lovely place down south in Georgia known as Seagate Penitentiary, and this time you won't be escaping. Take them away!"
As the emergency services continued monitoring the scene, the tour guide from before walked by, gave Gwen a snobbish "humph" before walking away.
Feeling disappointed, Gwen sighed and mumbled, "Something tells me I am so not getting into Bancroft Academy."
"You don't need this stupid school to prove you're smart, Gwen," Ben said, crossing his arms and earning a look from Gwen, "I mean, do you think that any of these eggheads could've brought down those circus freaks? You're better off without this school."
Gwen gasped before she ran forward and hugged her cousin with a loving smile. "That's the nicest thing you've ever said to me! Thanks, Ben!"
Ben sighed as he hugged her cousin back before releasing and smiling that he actually made her happy.
The trio made their way back to the Rust Bucket, that was on the other side of the Campus. Grandpa Max had told them they were going to be on the road for a while, but wouldn't give any hints as to what they were going to see or be doing.
"I'll meet you guys back at the Rust Bucket" Gwen spoke, "I'm just gonna go use the girl's room."
"Okay," Max replied, "see you in a few minutes." Ben and his grandpa continued on their route as Gwen backtracked her way to find the toilet. She found the girls room quite easily through one of the archways.
Zs'Skar had hidden in one of the unused classrooms in one of the many buildings, trying to recover from the onslaught by the sunlight. "I must get the Omnitrix if I am to become whole again," she thought, "but I won't be able to get close to that child, especially with the old man and that girl always with him. Ahhhhh, the girl. Whatever she is hiding can help me to become whole." Zs'Skar phased back through the wall into the open ground, but still concealed by the shadows of the archways. She looked around and saw Gwen walking back to the archway and into a room with a white sign above the door with some odd symbols on it. "What an excellent turn of events." She floated over to the room and phased into the wall, so she could easily take her over.
As Gwen walked back out, the Ectonurite saw her opportunity, she phased back out of the wall and into the back of Gwen, causing her to stiffen. The black sclera, purple irises and black cracks appeared briefly on her face but quickly faded. Gwen made her way back to the RV and saw Grandpa Max in the driver's seat and Ben shotgun. She simply walked over to the little seat by the window in the motor home.
"All better pumpkin?" Max asked as he looked over to his granddaughter before turning back and starting the vehicle.
"All good, grandpa," she answered, "couldn't be better." She looked out the window with a smirk, as her bright green eyes flashed black and purple then back to normal.
(In Gwen's dream * Time Skip - Night)
Gwen had awoken in a black void that seemed to go on for miles before Zs'Skar appeared in front of her.
"You are going to help me take over that cousin of yours whether you do so willingly or if I have to force you to do it," she commanded bluntly.
"I'm not helping you with anything" Gwen answered back.
"We shall see," Zs'Skar had finished before letting out a dark chuckle.
A/N: What did you guys think? Not much really changed but the grammar and spelling and how the chapter reads.
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See you guys soon.