Rewriting: What if Ben and Gwen weren't related Season 02 Episode 04
01 We start the episode off with our trio riding in the rustbucket with Gwen talking about a school she'd wanted to visit and check out. Though Ben mentions the people there were snops, and that he didn't like them. She gets onto him telling Ben not to mess up her chances, and he tells her he'll do his best to not cause problems knowing that she really wants to get into the school. However, he also says that "Those snobs would be complete morons not to let someone as smart as you into the school."
02 We later see them being given a tour by a rather, stuck up, individual. Obviously Ben doesn't like this but, he'd promised Gwen that he would try his best to not cause any problems for her while they were checking out the school. It's clear that the girl was trying to implay that they didn't belong there, which irked him, but he said nothing.
03 Gwen begins to list off things that she'd done trying to show that she was clearly meant to get into this school, however the guide just tells her that's nice and continues the tour, irking Ben even more, it was one thing to look down on him, but looking down on her. That's not happening, especially when he's here, and starts to go to say something, but Max puts his hand out stopping him.
04 Looking up at Max he shakes his head as a silent gesture for Ben to just keep quiet, and so he steps back, though his shadow began to distory while he kept quiet and it sounded like he'd heard a voice, looking around he didn't see anything, but whatever it was creeped him out.
05 When the guide asked if Ben had any questions, he looked at Gwen and Max, who's faces told him to behave without saying anything, and he just says "No" and they keep going on the tour, but he starts to be warry of what's going on around him. As they continue the tour he sees his shadow as a familiar form that wasn't his own, though when he goes to check again it was just his normal shadow.
06 They go into the science lab where Ben looks around as a black and purple eye appeared on one of the glasses causing Ben to back up and try to shake his head clear because he was trying to keep from causing problems for Gwen. However, this is where he spots the circus freaks out the window rather than how he found them in the show and so begins to run off with Max, Gwen, and the guide behind them.
07 The trio look annoyed seeing Ben and so, try to attack him because he'd caused them problems before, and so tried to grab him, smashing the glass of the tryophy case in the process with him trying to get a second to hit the watch, the guid stating that weren't allowing those that bring in the wrong cowd with them, and telling Gwen she'd see to it that they wouldn't be getting into the school.
08 The circus freaks throw Ben at the others and run off with our heroes trying to go after them, but loosing them as they'd ducked into a hiding spot. Gwen walked over to a wall and slid down with her back to it curling up and looked really upset about what had happened since the guide had said they weren't going to be getting in, and slowly started to sob into her knees because she had been working hard to get in.
09 Ben seeing Gwen crying became angry with his shadow distorting again, and the purple and black eye once more appearing as he ran off to find the freaks. he'd found them lauging in the gym and yelled at them walking over looking incredibly mad. Yelling about how they ruined Gwen's chances of getting into the school while looking incredibly angry.
10 The Circus Freak Trio then laugh and ask just what he was going to do about it, as Ben's shadow distorted and stretched out while changing shape, it'd shot out from the ground and up a wall with a giant purple and black eye opening up and glaring at the trio, we see that this was serious, as Ben's eyes had changed from their emeral green to the purple and black eyecolor that the shadow on the wall had as the freaks step back not liking where this was going, and Ben yells about "How Dare you make Gwen Cry!?" While images of Gwen crying flashed in his mind and he slammed down the dial of the watch changing into Ghostfreak.
11 While the circus Trio attack Ghostfreak that battle plays out roughly the same as in the show, except that the guide had showed up with security who were easily outmatched by the circus freaks before the guide is grabbed by Frightwig who tells Ghostfreak to back off or else she gets it. Ghostfreak simply responds "If she dies, she dies, that's NOT my concern." Suprising Max as Gwen calls out to Ben to stop, though Ghostfreak simply floats over to her stating "Ben's not here." while the trio try to run for it.
12 Ghostfreak then flies off going after the trio not letting them get away so easily as Gwen and Max look freaked out by how Ben was acting. When he starts to time out Ghostfreak floats over to a part of the building with plenty of shadows and proceeded to grab his head as purple colored electricity began to spark around his body, we se the white part of the omnitrix change to the same color purple as the electricity while Ghostfreak Roars out "I'M NOT GOING BACK!" And we get a glow that was a mix between that strange purple, and Red.
13 Ben falls onto the ground shaking while stating that he never wants to do that again. Though a familiar form floats over and says "Here I thought we were close, so nice to meet you Face to Face." Freaking out Ben as he says it's not possible while the figure tells him about how Ectonrite Conciousness works before ripping off the outer layer of his skin and growing out claws revealing a monsterous form and a skull with only one eye and long spines growing out of his back. Twisting his head around he then lifted a hoodlike part of his body over it.
14 Seeing this horrific transformation ben mentions "And I thought Ghostfreak was ugly before." Angering the monserous form in front of him as they yelled out "My name is NOT Ghostfreak, I am Zs'Skayr!" Before trying to grab Ben as he'd backed away into the sunlight which burned the ectonurite causing them to back away and fly off through a well.
15 Ben runs off calling out for his grandfather as Zs'Skayr posessed some kid and checked to see if the sun burned his skin, finding that it didn't he proceeded to go to a payphone and used it to make contact with someone and start planning. Though after the call he'd spotted the Circus Freaks going off to hide in a shed and decides he could use them for his plans.
16 We cut to Ben speaking with Max and Gwen telling them about what happened with Ghostfreak, explaining about learning their name was Zs'Skayr, the whole thing with the genetics, everything. Max scratches his chin in thought stating "So those Ectonurite rumors were true." Before asking Ben how he'd planned on taking them down, to which Ben asks if he's still got the sungun back at the rustbucket.
17 Much later on Ben and the gang hear people screaming in terror and see them running from a spot with him activating the watch and changing into Fourarms and the episode basically continues on the same way it did in the show from there, with Zs'Skayr trying to posses Ben, failing, using the freaks to fight against him, and so on. However, when trying to posses Gwen, she quickly tries a spell, but is possessed before she could do so.
18 After doing so the episode once more continues the way it did in the show, with Zs'Skayr threatening to drop Gwen off the building if Ben didn't surrender, stating "Let's hope your little girlfriend can fly." with really not other choice Ben agrees to let Zs'Skayr take him over, only for the watch to activate when he'd tried and causing him to cough up Greymatter.
19 After escaping Ben times out while dealing with Zs'Skayr himself as Gwen and Max dealt with the circus trio with Zs'Skayr laughing and floated towards Ben who looked freaked out about what was happening, until he spotted Gwen and Max behind him, this made Ben smirk.
20 Asking why Ben was smiling, Ben responded "I know smething you don't." When Ghostfreak asks what that is, Max fires the Sungun straight into Zs'Skayr's back with Gwen casting an illumantion spell at him that brightening the light around the room until it was lit up as if the sun was shining through the room.
21 Screaming out in Pain Zs'Skayr's skin began to burn and bubble as if it was boiling on his body before catching aflame and starting to break apart, Ben then walks up and punches Zs'Skayr in the face making their head burst into dust as they then blew away, finally it was over.
22 We get the Circus Freaks being taken away with the Guide from earlier going off about it being their fault that the school was attacked, blaming Ben and the gang before stating "this is why commoners shouldn't be welcome here." This, really ticked Ben off as he walked over ready to finally say his peace telling her.
23"Listen here you bitch, I'm sick of you and your attitude, all day I've been keeping quiet because Gwen asked me to, but I've had enough. First of all, I have more money than you do given I have my own money, and mommy and daddy buy everything for you, so get over yourself. Second of all, This school would be lucky even to have Gwen considering going here, she's smarter than you, better than you, and an overall better person than someone like you would could ever hope to be. If you skip out on someone as incredible as her, then this school is a joke to not let someone as wonderful and beautiful as she is join them."
24 Once he was done he'd stormed off and got into the rustbucket leaving everyone there speachless, before Gwen then pauses for a moment and mentioning "Did he just say beautiful?"