(A/N: I hope you guys are ready for this chapter and I hope you think it's a good one. I do expect it to be a little longer than the previous one, but who knows if that's going to be the case.)

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"We will strike tonight," he told his new minions.

"Why not now?" Acid Breath asked. Ghostfreak shot him a glare. "I-I mean, why wait?"

"I cannot go into the sunlight! The light will destroy me!" he spat.

"Uh, yes, of course," he said nervously.

Enigma had gone back to her corner, she watched them as she rested her head on her arms, which were wrapped around her legs. She timidly hid her face whenever he looked in her direction.

He mentally chuckled at her shyness, he loved seeing people scared of him. Though, for some reason, he felt this wasn't fear she was exhibiting, it was something else.

He went over to her, wrapping his tail around her. She flinched in shock at first and looked up at him, he could see her eyes shifting and trembling.

"Are you scared of me?" he asked, voice full of amusement.

Now, that was certainly quite the question to ask. It sounds like such a simple question to answer, but it's not. Was she scared? Yes and no.

She finally answered after a prolonged silence, "I don't know."

"What do you mean you don't know, sweetheart?" he asked. It wasn't like a demand, more like something out of curiosity and amusement.

She opened her mouth as if to say something, but nothing came out. She shook her head, "I'm not sure."

That was quite the statement to make. Not being sure of something simply means that you may be able to figure it out on your own later, if at all. Very intriguing nonetheless.

'She may not know a thing now, but she will soon enough,' he mused.

Then, he did something very unexpected, he wrapped his arms around her and let her relax against him. She shivered at his touch at first, but it quickly turned into a comforting warmth. She didn't shiver because she was disgusted by him, but rather because he was cold, his claws felt like icicles when they lightly grazed her skin.

She almost felt like she could fall asleep against him, she almost never slept soundly anyway. It took all she had in her to resist the urge to sleep, but it was futile.

He looked down at her and grinned at her relaxed form, he could tell that she was struggling to stay awake. He doubted it was a battle she would win. She would need all the rest she could get anyway. That night was going to be very intense.

Meanwhile, Ben was looking through every single room in the school in search of his missing alien. Much to the confusion of his cousin and their grandfather.

He closed another door, "Ghostfreak's gotta be around here somewhere."

"He's looking for himself?" she questioned doubtfully.

"He said he was alive inside the watch this whole time, just trying to get out," he hastily explained. "That's why I was always weirded out when I was Ghostfreak."

"Ben, whatever's going on, we'll always be here for you," Max assured.

"That's right, even if it turns out you have a major leak in your brain pan," she uttered rudely.

"I'm not a wacko! Ghostfreak is loose!" he snapped.

"Okay, so the butter hasn't slipped off your noodle. But how are you going to take him down?" she asked. "That alien's pretty tough."

He walked in front of a window that was blaring sunlight into the hallway. He then remembered what happened earlier and put the pieces together.

"Sunlight! He couldn't go into the light, he had to stay in the shadows," he informed.

"What? Like a vampire? But you never had that problem when you were Ghostfreak," she pointed out.

"That's exactly why he needs me!" he deduced. "Somehow if we're together, he'll be whole again. That means we have to find him before sunset!"

"I've got some equipment from my Plumber days that might help," their grandfather grinned. Although, behind that confident smile was genuine fear.

He knew what Ectonurites were capable of and if he was right, this was going to be a tough battle. A tough battle that they may not get out of in one piece.

They went over to the Rust Bucket to get the equipment he was talking about. He took out a weapon called a sun gun, which can harm an Ectonurite and other creatures harmed by intense lights. He also grabbed the device that they would need to find him.

"We can use this spectral meter to search for traces of ectoplasmic activity," he told them.

"So, it's like a ghost hunting device? That's so cool!" Ben beamed.

"Ben," he warned mildly.

He chuckled sheepishly, "Uh, right."

Gwen groaned, "Oh, man, if people see me walking around with ghost hunting equipment, I'll never get admitted!" They looked at her disappointedly. "Not that it's as important as catching Ghostfreak!"

Before long, night fell after hours of searching and so far, nothing. The device had picked up residual traces of spectral activity in several areas, but all were false alarms.

Eventually, it caught another hit in the direction of the main hall. This one caused the meter readings to go through the roof! That left little doubt in the former Plumber's mind that Ghostfreak had returned to the campus.

"I'm picking up spectral activity in this direction," he told them.

"If Ghostfreak trashes the campus, I'm never getting admitted!" she cried. They glared at her. "Not that that's as important as saving all these innocent people!"

Suddenly, they heard blood-curdling screams coming from the direction the meter was identifying. They looked straight ahead and saw students running and screaming from the main hall.

He looked down at the device again just to be sure, "There!"

"Okay," Ben started, activating the Omnitrix, "let me get my game face."

As soon as the face elevated and he saw the silhouette of the alien he wanted, he hit it and the transformation started with the green light. It cleared as quickly as it came and he was transformed into one of his favorite aliens: Four Arms.

He looks down at himself and sees that he is the alien he wanted, "Hey, I meant to do that. Maybe I'm finally getting the hang of this thing."

They walked up to the stairs of the building, just as all four of the 'freaks' walked out. In Frightwig's hair was the snobbish tour guide from earlier.

He gritted his teeth, "I haven't got time for you freaks!"

"Party's over!" Max proclaimed.

"You got it all wrong, it's about to really get rolling!" Frightwig declared with a smirk.

"And it's a surprise party!" 'Acid Breath' declared.

'Wait a minute,' Four Arms thought, 'that's not Acid Spit! That's…'

Ghostfreak arose out of his body and tauntingly greeted him, "Hello, Ben, have you been working out?"

"Ghostfreak?" he questioned, surprised.

Gwen grimaced at his appearance, "Ugh! Major horror show!"

"You ain't seen nothing yet!" he affirmed.

He makes his move to possess him, instead a transparent substance the same color as his body covered his body. He grunts as he tries to pry him off of him, the substance was quite sticky, so it was no easy task. He was eventually able to get him off and threw him away.

Ghostfreak quickly turned back to his normal form and deduced why he was unable to meld with him. "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."

"We have a surprise of our own!" Max stated as he fired the weapon he grabbed from the Rust Bucket.

A bright light blue ray shot out of it, which he dodged easily, or so he thought. The ray grazed him from his elbow to his hand, causing him great pain. The pain was similar to what he felt earlier when he accidentally burned his hand in the sunlight.

"Daylight at night?!" he exclaimed, holding his burning hand as smoke came from it.

"Sun gun, projects a beam as bright as sunlight," he proclaimed.

"Clever," another was shot at him, but he was ready for it and moved out of the way before it could burn him again. "But not clever enough."

Although the shot didn't hit him, it did hit someone else. Enigma suddenly screamed as the beam accidentally hit her instead. She fell to the ground as her body started to smoke.

Max was heartbroken that he accidentally hit her instead of him, but was confused on how and why it hurt her at all. Sun guns are fatal to only a select few species and humans were definitely not one of them. Yet, she looks like she had just been hit by a high-powered ray gun.

Ghostfreak gasped at what happened to her, 'No!' He gritted his sharp teeth and clenched his clawed fists. He turned back to them and growled, "You're going to wish you hit me instead of her!"

He fired again, but he retreated into Thumbskull, who shouted in pain, "I hate this!"

He quickly took control and declared, "As long as I am in a host's body, your weapon has no effect."

'He' charged like an angry bull at Max, but Four Arms grabbed 'him' and pulled 'him' away from his grandfather. They threw some punches at each other, until he grabbed 'him' and rammed 'him' into a couple of statues on the grass, but it didn't seem to do much damage.

Acid Breath jumped onto 'Thumbskull's' back and shot his acid saliva at him, but he took cover behind some plants. He was about to spew out more, but Four Arms charged 'Thumbskull', causing him to fall off, and ran threw 'him' onto the stairs, knocking him unconscious.

Ghostfreak phased out of his body and possessed Frightwig. 'She' threw the tour guide away like a scrap of garbage.

Gwen tried to catch her, but they both fell to the ground upon impact. She chuckled nervously and asked innocently, "So, should I turn in my admissions application to the main office or just give them to you?"

'She' whipped him with her wild hair, then did a twirl and hit him with the orbs. 'She' then whipped her hair around his wrist, which gave him an idea.

As soon as it went taut he pulled 'her' to him, they stared directly at each other awkwardly. With 'her' in hand, he wrapped her up in her own hair.

"Go ahead and play musical freaks all you want. I'll just kick their butts," he cracked his knuckles.

He phased out of Frightwig, "You're right. Maybe I need a new partner." He turned his attention to Gwen, who was still with the tour guide, "Someone more interesting for you to battle!" He made his move towards her.

"Gwen! Look out!" he called out to her.

She turned and saw Ghostfreak coming for her. She screamed and he entered her body through her mouth. She fell to her hands and knees and trembled on the ground as she tried to fight him, but to no avail.

"Gwen!" he shouted.

'She' smirked, "Too late!" 'She' looked up at him mischievously, "Let's have some fun!"

'She' leaped up and kicked him in the head. He tried to grab 'her', but 'she' slipped underneath his legs and kicked him from behind. 'She' kicked and punched left and right, but he went defensive and took the attacks, refusing to fight 'her' in fear of hurting his cousin.

He waited for the right moment and grabbed his cousin's ankle, throwing 'her' against a building. He prayed that he didn't throw her too hard.

Ghostfreak decided to have a little fun with this and momentarily released her from his control as Four Arms approached her. "Ben? What's going on?" she asked weakly. He then regained control again and playfully smirked at him.

'She' leaped again and kicked him in the face, before doing a backflip and scaling the wall of the building. He followed by climbing the wall himself. Their grandfather followed them by climbing up the fire escape of the skeleton of a building, which was likely a new addition to the building.

By that time, Acid Breath woke up with a groan and held his spinning head. He saw Four Arms climbing the wall and shouted to his fellow 'freaks', "Get up you bums!"

Thumbskull got up rubbing his head. "I have a headache you won't believe!"

Enigma woke up with blurry vision and her body was in so much pain she thought she had been hit with a truck. "Get me out of this, brat!" she heard Frightwig demand.

She used her telekinesis to spin her around and unravel her. She snickered when she fell to the ground out of dizziness.

She glared at her and spun around, hitting her with her hair orbs. Her limbs trembled as she tried to stand and suddenly started having a coughing fit, spitting up blood.

"Are you crazy, woman?!" Acid Breath exclaimed. "He'll have our asses if he finds out you beat her!"

She scoffed, "Let's just get going."

Four Arms made it to the top, where 'she' was already standing there waiting. He glared at 'her' as they had what could be paralleled to a stand-off. Then, out of the blue, the Omnitrix started to time out.

'She' smirked maliciously, "Ah, music to my ears!"

Four Arms disappeared in the red light and was replaced with Ben. Alone on top of the roof, he was now at the mercy of a vengeful, bloodthirsty alien.

Max wasn't too far behind and heard the Omnitrix time out. "Ben!" he called out and tossed up the sun gun.

He caught it and pointed it at 'her', "Come out so I can fry your pale butt!"

'She' had another idea in mind, "I have another idea. Drop the weapon and I'll meld with you and take over the world!"

"Fat chance!" he spat.

'She' did a twirl and jumped on top of a flat stone structure and gave him an ultimatum, "Then you better hope your cousin knows how to fly! It's your choice, hero."

He continued to point the weapon at 'her', albeit shakily. 'She' smirked as Ghostfreak decided to release her from his control again as another mock to Ben.

"Ugh! Ben? What's going on?" she asked as she held her head and unconsciously backed to the edge of the flat stone.

The 'freaks' leaped up onto the roof, as Max finally made it up to the top and Ghostfreak regained control of Gwen. "The next sound you'll hear will be your cousin's screams as she takes a big dive!" he cackled twistedly.

He closed his eyes and finally dropped the weapon. Ghostfreak finally phased out of her and she screamed bloody murder when he did. Max went over to get her down.

"Eliminate them both!" he demanded the 'freaks'. They nodded.

"We had a deal, you Halloween reject!" Ben shouted.

"You had a deal with me! Not them," he reminded him pointedly.

He grabbed onto his shoulders and tried to possess him, but he put up a fight and made things difficult. Then, the Omnitrix suddenly emitted a green electricity that danced on Ghostfreak's body, but he went intangible.

The Omnitrix recharged and he tried to reach for it as he phased into his body. A green light illuminated as Ben disappeared into his body.

"Together again. Just like old-" he suddenly gagged and coughed up something. That something was a tiny gray alien, otherwise known as Grey Matter.

"That's enough to make me gag too," he uttered.

He jumped onto Frightwig's head, causing her to let go of his family, whom she captured when he gave the order. She started swatting at the places she thought she felt him, but he was already gone.

"Get him, fools!" he demanded.

From then they were scrambling around looking like absolute buffoons as they tried to catch him, but he was always one step ahead of them. Truthfully, they looked like they belonged in an old school circus, which is pretty ironic considering their backgrounds as performers.

Enigma stood on the sidelines from the scuffle as she tried to eyeball where he was so that she could use her telekinesis to restrain him. There's only one problem, she only has one shot at this because it's all the power she has left in her.

Ghostfreak's patience was wearing thin as this went on. He felt as if he could explode with anger at any second.

While they scuttled around like idiots, Grey Matter took advantage of the confusion to slip away. He noticed this and saw him crawl through a crack in the wall.

He growled in frustration, 'If you want something done right you have to do it yourself.' He noticed Max and Gwen sneaking away and commanded his minions, "Get them, you fools!"

They immediately took off after them as soon as he gave the order. Enigma was about to follow them when Ghostfreak placed a hand on her shoulder.

"You're with me, sweetheart," he told her. She nodded in response.

They walked up to the wall where the crack he crawled through was and she wondered how she would be able to get in. She knew how he could and she could use her powers, but she planned on saving her energy for the sake of her quickly dwindling health.

"How will we get inside?" she asked.

He grinned at her, "Simple, my dear."

He wrapped his arms around her and went intangible. When he did, she suddenly felt lighter and looked down at herself. She saw that her body was completely transparent, just as his. He then lifted her up and they phased through the wall together.

While he started to look around for him, she just couldn't help but to notice the large curtains covering something huge and the gears around that area, which kept the space dark. She figured it had to be a clock tower and that it had been broken for a number of years, judging from all the dust and cobwebs.

She had to figure that it had been there when the school was first built and had been abandoned due to some kind of issue. Most likely the reason why they were renovating the building.

"You can run, but you can't hide from me forever," he declared.

She bent over the wooden railing of the platform she stood on to look down at the rafters below. The railing creaked when she did and suddenly snapped due to the age and pressure.

He heard this and she squeaked in surprise when it suddenly broke. He quickly looked at her and saw that she moved away from the damaged area.

"Be careful!" he hissed.

He searched around the jungle of rafters, while she looked at the thick layers of dust to see if there had been any recent activity. No matter what they did and how hard they searched, he kept expertly evading them.

That is until the Omnitrix timed out and they saw him kneeling on a beam. "No, not now!"

She used her telekinesis to lift him up and he hovered in front of Ghostfreak, who gave a triumphant smirk, "Nice job, my dear."

She nodded, but she wasn't sure how long she could hold him. He was heavy and she had a headache that may as well be a migraine. Her entire body was slick with sweat and trembled in weakness and pain.

"Think of it, Ben! With the power of the Omnitrix and your DNA, I will be unstoppable!" he proclaimed with malice.

He slowly approached him, most likely as some form of taunt, and was ready to finally take his revenge and take over the planet. However, as fate would have it, that would not be the case.

Enigma was losing her vision and her concentration. Her perspiration and trembling weakened the already weak floor that was ready to give way at any moment. And that's exactly what happened.

She collapsed to the floor, releasing Ben, who landed safely on the platform across from her. The impact of her body hitting the weak wood caused it to break and her to fall. A fall that she would not be able to survive in her current condition.

Ghostfreak gasped and shouted, "No!"

He rushed downwards at speeds that are normally impossible for his race. He caught her and went back up to the top of the clock tower, resting her on one of the gears that once serviced the clock.

He whipped around to face Ben, who was in the same spot as before. He growled and approached him, not wasting any time.

Ben thought this was the end for him, when he noticed light peeking out from the curtains. With nothing to lose, he yanked off one of the curtains from the wall, lighting up the room.

Ghostfreak screamed in pain as the light burned him like a fire. He retreated into the shadows to escape it, but Ben wasn't going to let that happen.

He pulled down the other curtain, giving Ghostfreak no place to hide. He suddenly went up in white flames and exploded into fiery pieces.

He sighed and slid to the platform floor, "Glad that's over."

His grandfather and cousin rushed inside from the door below. They looked around for him, but they didn't see him anywhere.

"Ben?" he called out.

"I'm up here!" he shouted out to them.

They looked up and he asked, "Are you okay?"

"I'm fine," he responded and looked over at Enigma, muttering, "but she isn't."

The police arrived and took Thumbskull, Frightwig, and Acid Breath away in restraints so that they couldn't use their powers. An ambulance arrived at the same time, where Enigma was being examined by EMTs and other technicians.

She was on a gurney and had multiple wires and tubes hooked up to her. She was still out cold and wasn't strapped down or restrained in any way.

"Something tells me I'm so not getting into Bencroft Academy," Gwen groaned with a frown.

Ben scoffed, "You don't need this school to prove you're smart. You think any of these eggheads could've taken down those freaks?"

She gave him a hug, "That's the nicest thing you've ever said to me! Thanks, Ben." She pulled away and he playfully grimaced and chuckled.

Max was talking with a police officer and a medical technician, when he was done, Ben asked, "Is she alright?"

"What's going to happen to her?" she asked as well.

"They're going to take her to the hospital. The police are going to drop all charges against her since they found signs of abuse," he answered.

"We'll keep in touch," said an EMT, who closed the ambulance doors. It took off towards the hospital just moments later.

"Grandpa," Ben started sadly, "can we visit her?"

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Name: Unknown

Species: Unknown

Homeworld: Unknown

Residence: Unknown

Age: Unknown

Affiliations: Circus Freaks (formerly), Zombozo (formerly), Zs'Skayr (temporarily)

Occupation(s): Circus Performer (formerly), Thief (formerly)

Alias: Enigma, Sweetheart/My dear (by Zs'Skayr)

Relatives: Unknown

Abilities: Matter Manipulation, Telekinesis, Quick Thinking, Stealth

Equipment: None

Appearance: She's a pale, young girl with jet black hair and purple eyes. She wears a black sweater with black and white striped sleeves that usually cover her hands. She does not wear shoes.

Personality: She's very timid and quiet. She usually hides her face with her sleeves when scared. Despite this she is not afraid of Ghostfreak/Zs'Skayr.

Powers and Abilities:

She can manipulate multiple states of matter and change them into another (ex. turning solids into liquid and gases into solid).

She also possesses telekinetic powers that allow her to levitate different objects and materials. As seen with the broken concrete and wood, she can also shape them to make them more lethal. She's also able to lift humans, but there's a limit (more in weaknesses).

Weaknesses:

Her main weakness is that if she's too weak or strains herself too much, it will cause fatigue, weakness, poor vision, etc. It often goes to the point of being unable to stand on her own power and ends with her collapsing.

She scares easily and she's afraid of her former allies, the Circus Freaks, and former boss, Zombozo.

As demonstrated with Wildmutt, any solids she creates are shown to not be very durable.

There's a limit to how much she can lift with her telekinesis and it will drain her of her strength if pressured too much.

She's vulnerable to the rays of a sun gun.

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(A/N: Oh, man, this was a lot to write in only a week. I'm beat.

There is a reason for the relationship between Enigma and Ghostfreak (Zs'Skayr), but that's not something I'm going to reveal just yet. I will say this, ask yourself, why did he not possess her and why would he be so concerned for her wellbeing?

Things are probably going to be slow for a while starting next week because myself and Toy2711 will be working on a one-shot together and I'm not sure how long it'll take. So, don't expect any updates for a little while. The only story that's likely to get updated is "Against All Odds", which is still far from being finished.

Just wanted to make sure you guys knew this. I'll see what I can get done before most of my time is taken up.)