Inside a motel room, Lincoln was sitting on the bed watching TV. After helping the friendly old lady clean up a few hotel rooms, he managed to get a room for the night. Then there was a knock on the front door. Lincoln got up from the bed and opened the door to see total darkness.

"Let me out."

Then the whispers became louder until they practically rang in his ears.

"LET ME OUT!"

Then a bunch of black tentacles grabbed Lincoln and dragged him into the darkness, and the door shut behind him.

Lincoln then woke up from that nightmare to see the rust bucket driving along.

That was strange

….

Today was going to be a great day for Gwen, as she, her grandpa, and Lincoln were going to visit Bancroft Academy, a school she had wanted to attend when she discovered it last spring. But it was mixed, and what happened last night with Lincoln and the whole idea of something happening to his family plagued her mind. She has to tell her grandpa; maybe he can offer advice. Lincoln came up to Gwen and asked.

"What's Bancroft Academy all about?"

"Oh, it's where the smartest all around the country come to attend the school."

"Ah, I see why you wanted to go there. You are pretty smart."

"Thanks."

I'm just hoping nothing too strange comes up. Gwen thinks, then cringes, and I jinx myself.

Once they arrived, they met their tour guide, Tiffany, a tall, black-haired girl dressed in the school uniform.

"So, who is interested in going to the school?" said Tiffany

"I am," said Gwen

"Ah, well, let's see if you're Bancroft Academy material." Tiffany then smiles

The tour starts with the math part of the academy, showing the various classes for different math subjects and the achievements of other students. While on the tour, Lincoln felt as if something was watching him closely enough to feel breathing on his skin, making his hair stand on end.

Get together, Lincoln, and don't blow this for Gwen.

The tour took them to the science wing, and they walked into the classroom lab with science equipment spreading all around. Lincoln then saw a shadow near him coming close; it almost looked like something familiar.

Lincoln asked Tiffany, "Um, where's the bathroom?"

"Down the hall to the right."

Lincoln quickly got out of the room and headed to the bathroom. There, he splashed water on his face from the bathroom sink.

Why is this happening now?

An image of Ghostfreak appeared in the bathroom mirror, causing Lincoln to step back. He looked at the Omnitrix for a moment before hearing screams. He got out of the bathroom and saw a fire. He went to the Omnitrix to transform into Big Chill; instead, he was Ghostfreak.

The watch was acting weird again.

Ghostfreaks flew to the fire-filled room; he turned invisible and phased through the room, where he saw a student knocked out and surrounded by fire. He grabbed the student, and they both phased out of the room. He put the student down near a fountain and saw a couple of firefighters coming to put the flame out. Ghostfreak phased into the bottom of the school boiler room, and the Omnitrix started to time out.

Ghostfreak screamed, "I'm not going back into that prison."

As the Omnitrix, Lincoln was back to his human self, except floating in front of him was Ghostfreak.

"Ghostfreak?" said Lincoln

"My name is not Ghostfreak your brat," said Ghostfreak

"Um, what's going on? I thought you were me when I changed into you."

"I'm different from this other alien form. I have my own identity and a plan."

"I'm guessing that being a free alien and not wanting to cause harm," Lincoln smiled brightly.

"No, I just want one thing. Your body."

"Why?"

"The power of the watch shouldn't be wielded by some emotionally damaged child."

"Hey!"

"Once I get your body, I will be whole again."

"You know I've got to say that."

"As if your opinion is important."

"Is this."

Lincoln started to run out of the ballroom but then got grabbed by the leg by the formerly named Ghostfreak and lifted in the air.

"There is no escaping this."

"Look Ghostfreak."

"That's not my name

"What is it then?"

"It's Zs'Skayr."

But then sunlight came through a creaking door, burning Zs'Skayr's backside, causing him to drop Lincoln, and he quickly had a chance to escape.

…

Gwen started to worry about Lincoln after he left to go to the bathroom, and with Gwen tour stopped because the student was messing around in the lab. Walking around alone with her grandpa, this is about a good time to tell him about what happened last night.

"Hey, grandpa."

"Yes Gwen."

"Can I tell you something that happened last night?"

"What happen last?"

"Well, Lincoln and I were talking when he mentioned family, so I inquired about his." He sobbed and mentioned that it had been a long time since he had seen them.

"Oh lord."

"I'm at a loss for what to do."

She watched as her grandpa tried to think about what to do with Lincoln; it was a difficult situation, and there was no easy way to do it. He told her.

"We can't force him to tell us what happened to his family until he is ready. All we have to do is help him deal with his issue."

Gwen sighed and said, "Okay, grandpa."

Then Lincoln ran around the corner and saw her and Max. He ran to them.

"Lincoln, what's wrong?" said Max.

"Ghostfreak he's out," said Lincoln

"What do you mean by 'out'?" said Gwen

"He got out of the Omnitrix and now wants my body."

"Where is he now?" said Max

"In the boiler room, probably not anymore."

"Did the sunlight hit him?"

"Yeah it did."

"I've got something in the Rustbucket that can help in this situation."

…

The trio was on the school campus at night, nearing sunrise, with Max carrying a giant laser gun.

"This is creepy," said Gwen

"Yeah, it is," said Lincoln as he turned to Max. "Mr. Tennyson, how is a laser gun going to stop Ghostfreak, I mean Zs'Skayr?"

"It has the power to shoot a massive ray of light that matches the sun."

"Got it."

Then they heard a noise, and they turned to see that it was Tiffany with a creepy smile.

"Your not suppose to be here the tour was long over,"

"Um, Tiffany, there is a pretty good explanation to this," said Gwen.

"Oh yeah, why don't you tell me in the afterlife?"."

Then tentacles came out of Tiffany's body and tried to grab them. Grandpa pulled the trigger on the gun, blasting a ray of light at Tiffany, causing Zs'Skayr to come out of her in his new form. His head was almost upside down, he had long black nails, spikes came out of his back, and he was much bigger.

"You think that'll stop me from getting your body, Lincoln?" said Zs'Skayr

"There's no way we're letting that happen," said Max, firing at Zs'Skayr again.

He disappeared for a moment, leaving the trio to look around and stay in place. Then Zs'Skayr came from the ground and possessed Gwen's body without Lincoln and Max noticing what had happened.

"Grandpa I think see him over there," said Gwen / Zs'Skayr pointing to the north

"Where?"

Then Gwen/Zs'Skayr jumped and kicked Max in the head, knocking him down on the ground. Gwen/Zs'Skayr changed her green eyes to dark purple in front of Lincoln and ran away from him. Lincoln goes after them with Grandpa knocked out. They ran across the school court to the school clock tower. The chase ended where Gwen/Zs'Skayr were on top of the clock tower.

"Zs'Skayr, get out of Gwen now!" said Lincoln

"Maybe unless we make a trade?" said Gwen/Zs'Skayr

"My body, and you'll get out of her body?"

"Exactly, unless you want your crush to splatter all over the place."

"How did you know she was my crush? I mean, it's not like that."

"Every time you used my form, I knew everything about you, and I knew what happened to your family in that junk of a van, leaving your only sister all alone."

Lincoln gripped his fist.

"Just get out of Gwen, you jerkwade."

Gwen/Zs'Skayr smiled before Zs'Skayr got of Gwen and was about to get into Lincoln's body, but Lincoln quickly went to the Omnitrix and changed into Heatblast before Zs'Skayr could possess him. Heatblast fully blasted him out of the clocktower as the sun started to shine. Zs'Skayr's whole body burst into flame and disappeared. Heatblast came to Gwen, who was getting up.

"Gwen, are you okay?"

"I'm fine, Lincoln, but I know about what happened to your family."

"How?"

"I guess while that psycho possessed me, I got some of your memories in my head for awhile."

It was silent between them, and Heatblast broke the silence.

"I-I guess I have to tell you and your grandpa what happened."

"You don't have to do that, Lincoln."

"No must."

Author note: (Yep, I made a cliffhanger, and I know I'm the worst I don't regret it)