NOTE: When there's something strange, in your neighborhood. Who you gonna call!? The Tennysons! Right? They're the people we're going to call?

In regard to Clyde Five. No. Absolutely refuse to touch him until Omniverse. The same goes with Sunny until her introduction in UAF.

Enjoy and Review!

Chapter 35: Ghostfreaked Out

"HELP! I CAN'T GET DOWN!" A small child screamed from the top of a tree. The small boy had been trying to get his frisbee back without thinking of a way to get off the tree.

"Don't worry! We'll come up and get you!" He looked down to see Ben, Gwen, and Yukiko standing right below him.

"We?" Ben questioned.

"Hey, you're the superhero. Go be a hero," Gwen lightly pushed him to get moving.

Rolling his eyes, Ben activated the watch and turned into Wildmutt. Gwen rolled her eyes this time. "Oh, good thinking! Turn into the vicious drooling alien attack dog to rescue the scared kid out of the tree."

"I don't think Wildmutt looks vicious," Yukiko disagreed.

"Of course, it doesn't," Gwen replied dryly.

Wildmutt ignored them, climbing up the tree. He slowly approached the child, who was indeed scared of his appearance. Wildmutt tried to calm his nerves. "It's okay, I'm here to help get you down."

"I don't want to get down…!" The kid turned around, his face twisted and mangled. A single purple eye was staring back at Ben. "I WANT OUT!"

"AAAHHH!" Wildmutt backed away from the kid. Suddenly, everything around him began to transform into a green and black void. The kid vanished along with the tree, morphing into a long gray arm. "LEAVE ME ALONE!"

Behind him, the purple eye reappeared. "You can't get away from me!" Wildmutt was grabbed by the creature's hand. "ALWAYS THE HERO! WHAT A WASTE OF POTENTIAL!" The hand started squeezing Wildmutt, crushing him slowly. "You want to be a hero…?"

Wildmutt was brought up to the creature's face, allowing him to finally notice just who and what was attacking him again. "GET ME OUT!"

"AAAAHHHHHH!"


"AAAAAHHHHH!" Ben was awoken from his nightmare once he hit the Rustbucket's floor. Having fallen out of his bunk from all of his twisting and turning. Ben sat up, breathing heavily, frantically scanning his environment.

The rest of his family was still asleep, unaware of the constant nightmares that had once again started plaquing him. Which felt eerily similar to the ones that had been affecting him before Vilgax's arrival. Staring down at the Omnitrix, Ben could only fear what those dreams were implying.


"Ben!" Max called for his grandson for the 4th time. The boy didn't seem to have been hearing him, too busy staring out of the window with a drowsy gaze.

"Ben!" Yukiko gently nudged him, gaining his attention.

"Clean the wax out of your ears, doofus!" Gwen huffed from the other side of the table. Next to her was Yukiko, who was currently brushing Gwen's hair. In the smaller girl's hand was a bunched-up flier.

"Are you okay, son?" Max asked, looking back at them.

"...Yeah. Guess I'm just still weirded out by that Wildmutt nightmare," Ben answered.

Yukiko fidgeted in her seat, concerned for Ben. When he had explained his nightmare to them a sense of dread filled their chests. Ben's dreams had a tendency to foretell the future somehow. Max had tried to ease their worry about it by getting their minds off of it. Which lead was leading the Tennysons to their current destination, much to Gwen's delight.

"You're really looking forward to this school, Gwen?" Yukiko asked, softly brushing through orange strands.

Gwen bounced in her seat excitedly. "Yes! Remember earlier this summer when I told you about how I was supposed to go to a prestigious school? Well, Bancroft Academy was at the top of the lists! It's one of the top schools in the country!"

"Yeah, for snobs and posers," Ben interjected. It was obvious that he wasn't looking forward to it.

Gwen gave Ben a stern glare. "Ben, I'm warning you! You better not do anything to embarrass me on the tour of the campus! Everything has to be perfect!"

"Don't get your shorts in a twist. I'll be on my best behavior," Ben's mischievous grin did little to ease the girls' worry.

Max chuckled from the driver's seat. "Ease up, Gwen. I'm sure the surprise waiting for us will make you and Ben feel better."

Yukiko glanced at Max. "You mentioned something about someone meeting us at the academy. But I'm not sure who you're hinting at."

"You'll see. It'll also be good for you, Yukiko," Max kept it vague. Confusing his grandkids.


Yukiko marveled at how large Bancroft Academy was. The school easily bested the size of Yasogami High in physical appearance and student body. The Rustbucket had parked in the tourist parking lot, which also shocked her. How could a school have two of their own parking lots?

"Rich snobs is how," Ben answered as he walked past her. Yukiko realized she must've said the question out loud.

As the Tennysons entered the school, Gwen and Yukiko were amazed by the decor of the building. Display cases of sports achievements and academic achievements were lined up across the walls. Pictures of their teams winning championships or students holding diplomas were right above the display cases.

"Isn't this place amazing?" Gwen sighed with admiration.

"Amazingly boring," Ben gagged.

"Hush!" Gwen hissed at him.

Max led his grandkids to the administration office so that they could start the tour. Yukiko still looked a bit perplexed. "Um, Grandpa? Where is the surprise you were talking to us about?"

Max smirked. "He should be waiting for us in here." He motioned to the office.

"He?" The three of them questioned.

The Tennysons entered the large office, awaiting to see the surprise. However, all they could see were the school staff working behind desks. The waiting seats were completely empty. Max scratched his head. "Weird, I told him to get here before us."

Gwen was about to speak up until a pair of masculine hands covered her eyes. The young girl's fight or flight instincts kicked in immediately, shooting her elbow into the 'attacker's' abdomen.

"GAH!"

Ben and Gwen perked up, recognizing the sound of that voice. Both kids turned around, gasping loudly at the sight before them. "Ken!?"

The elder brother weakly raised his hand in greeting. "Y-yo?" He wheezed out. "Jeez, Gwen. You still hit so hard."

The girl sputtered, embarrassed. "Y-you surprised me! I didn't expect someone to just come at me from behind!"

Ben's eyes lit up. "Cool! I can't believe you're here!" Maybe this dumb tour wasn't going to be so boring after all.

Yukiko stood back a bit with Max, who was enjoying the sight of the kids surrounding Kenny. The heiress took the chance to get a good look at her newly introduced cousin. He was a head taller than her with short orange hair like Gwen. He had on a light blue polo with dark blue jeans. Around his neck was a silver chain necklace. From her perspective Ken seemed to carry himself with an air of confidence, casually joking with Ben.

Max shook his head, lightly pushing her forward. "Go introduce yourself while I sign us all in."

"R-right…" Yukiko gulped nervously. She had heard stories of Kenny from both Ben and Gwen. As much as she wanted to meet him, she didn't expect it to be so sudden or soon.

Kenny looked up from his sister and cousin to see Yukiko slowly approaching. He smiled, lifting up his hand. "You must be Yukiko, right?"

"Y-yes!"

"Nice to finally meet you, cousin. I hope these two haven't driven you crazy yet," Kenny pointed at the two kids.

Yukiko took his hand, shaking it. "It's been an experience..." Yukiko answered. Memories of the entire summer so far had resurfaced from the question. Her answer seemed to have made the older teen laugh.

"Yup! That's Ben and Gwen alright. Their arguing would drive anyone up the wall," Kenny replied.

"We're not that bad," Ben and Gwen replied. Then they flinched after realizing they had spoken at the same time.

"So, what have you guys been up to this summer?" Kenny asked.

The three shared glances at each other before answering him. "It's been pretty boring so far," Ben smirked.

"Would hate to bore you with the details," Gwen added.

Kenny did raise an eyebrow; it was never a good thing whenever Ben and Gwen agreed with each other. Yukiko decided now would be a good chance to get to know her other cousin.

"So, how has the summer been treating you so far? If you don't mind answering," Yukiko asked.

The teen made a visible face. "Not really exciting. I mean, tour after tour gets pretty repetitive after a while. Though, the food they've had is definitely better than Grandpa's."

Ben felt a sinister idea appear in his brain. "If you like their food so much, you should try Yukiko's. It's a real knock out."

Kenny's interest peaked. "You cook?" He asked Yukiko.

The heiress blushed. "Y-yes! I'm still learning though!"

"An heiress of a famous Inn, incredibly beautiful, and can cook? Man, I'm starting to feel a little jealous," Ken didn't know what to expect of Yukiko when he finally met her, but he was already starting to like her.

Yukiko felt as if she did something wrong. "Y-you don't have to be! I didn't mean to make you feel inferior!"

"You didn't. I'm just joking."

"Oh…"

Gwen shifted her eyes to the giggling Ben. "You're enjoying this."

"Aren't you?"

"...Kinda."

Max was finally able to rejoin them. It didn't take long for him to sign them all in, so he decided to wait back to watch his grandkids interact. All four of them were finally able to meet each other. "Nice to see you're doing well, son."

Kenny smiled at his grandfather. "You too, Grandpa. Thanks for inviting me to join you guys."

"It was no issue. Figured if you were still here then you'd be able to spend the day with us.."

Ben folded his arms. "With Ken here, this snobby tour shouldn't be all that bad-"

"Ah hem."

Ben turned around to see a girl who was a few years older than him standing behind him. She was glaring down at him as if tempting him to finish that sentence. The boy backed away, surprised by her presence. "Uh…hi?"

"I assume you four are the Tennysons?" She ignored him.

"We are," Max answered.

The girl scanned over all of them, as if she was judging their appearances. She rolled her eyes, viewing them as a waste of time. "My name is Tiffany. I will be the one conducting your tour. Follow me." She turned to leave the office.

Before following, Gwen turned to her brother and Ben. "Don't you two do anything to embarrass me!"

"Gotcha, sis!"

"Whatever."

Yukiko sighed, already feeling the headache coming.


"And recently Bancroft Academy was awarded the prestigious solid gold trophy for top rated schools on the East Coast." Tiffany's mood improved once she started bragging about her own school. Gwen was sucking up all the information, doing her best to kiss up to Tiffany. "So, you can see why we're very picky about who we admit. So many delude themselves into thinking they are Bancroft material. It's so sad."

"W-well, I have a 4.2 GPA! I'm president of the computer club, treasurer of the science society, volunteer at several local charities, and I'm a member of my school's jujitsu team!" Gwen listed off her accomplishments.

Yukiko was stunned by the amount of things Gwen has managed to accomplish on her own. It reminded her of Yu's incessant need to join every club in their school.

Sadly, for Gwen, Tiffany didn't look impressed. "How nice… for you." Tiffany's snobbish tone shot down Gwen's confidence.

Yukiko quickly tried to help Gwen rebound. "It's okay, Gwen. We recognize all that you do."

Gwen brushed it off. "What good is it if the school doesn't recognize it?" Gwen responded.

The heiress wanted to rebuttal, but Ken stopped her. "Don't try it. She can't learn that it isn't worth kissing up to these people if you try to soften the blow."

Ben stood at the back, enjoying seeing Gwen humiliate herself. As much as he hated Tiffany's snobbish attitude, it brought great entertainment in the form of Gwen's declining pride.

"...en…"

"Huh!?" Ben flinched from the whispering voice. He looked up at the sky, seeing something vanish from sight.

"...Ben…"

"Ben!"

His attention came back to the group, everyone staring at him weirdly. Except Tiffany who took pleasure in seeing the 'lower status' make a fool of himself. "Do you have a question?"

"Uh…yeah? Why are there so many kids here during vacation?" Ben asked.

"Attending our prestigious summer school," Tiffany answered, smugly.

Yukiko hummed. "I remember Kanji-kun and Rise-chan needed to attend summer classes."

Tiffany looked Yukiko up and down. "There's a difference between Bancroft students' drive to increase their knowledge and the 'unfortunate' students." Tiffany said before walking away.

"Okay, I think I'm starting to see Ben's point now," Yukiko glared at the tour guide.

"Not really feeling welcomed here," Ken agreed.

"Glad to see you guys are joining the Ben side," Ben smirked.

Gwen glared at the three of them. Letting them know their side comments weren't appreciated at all.

The Tennyson family continued to follow the snobbish student with Ben silently grumbling at Gwen. As he walked along the walls, his shadow morphed into something different. He had only caught it last minute, but he double checked his shadow just to be sure. When it looked normal, Ben rubbed his eyes. "Grandpa's right. I just need a little sleep."


"And this is our science lab," Tiffany said as they arrived at their next destination.

Gwen gasped loudly. "Woah! An electron microscope!" Looking back at Tiffany, the snobby student wasn't amused at all. Killing Gwen's enthusiasm.

Watching the smile disappear from Gwen's face brought Yukiko's mood down further. She REALLY didn't like this Tiffany girl judging her family like this. A small pool of malice seeped out of Yukiko, making Tiffany shiver slightly.

Ben and Kenny glanced around the tables. "Hey, Ben, doesn't this look like grape soda to you?" He chuckled.

"Hm? Yeah, wonder if it tastes like it-" Ben's good mood soured as the liquid bubbled from the burner. A familiar purple eye materialized in the liquid.

"LET ME OUT!"

"LEAVE ME ALONE!" Ben smacked the beaker off of the table, shocking everyone. The glass shattered next to Tiffany's feet; hot liquid spilled on the floor.

"Ben!?" Ken asked, alarmed by his cousin's outburst.

Yukiko was by the boy's side in an instant, checking him over to see what was wrong. All the while Gwen was more concerned about her image. She tore Ben out of Yukiko's grasp and gave Ben a noogie as a way of punishing him for making her look like a fool. "That's my cousin! Always joking!"

PWOSSH!

Suddenly all of the burners in the lab turned on, emitting too much heat. Beakers were exploding from all of the heat being shot at them. "Ben! What are you doing!?" Max asked.

"I-I didn't do it!" Ben defended himself. "It was Ghostfreak!"

"Who?" Kenny asked, confused by what was happening. The others couldn't lie to him about Ben's carelessness due to the sprinklers turning on. Specifically, the one above Tiffany, drenching the snobbish girl in water. Her cheeks flushed with embarrassment

"Snrk!"

All eyes turned to Yukiko, who was doing her best not to explode with laughter. Gwen looked horrified at the heiress' inability to hold herself back. Tiffany was glaring at the Tennysons, more so at Yukiko.

"Pfft! Snrk…hehehe!" Yukiko continued to snort.

Tiffany's glare changed to Gwen. "This will not look good on your admission. Bancroft is a no freaks zone."

Tiffany attempted to walk away but ended up slipping on the water beneath her feet. The snobbish girl fell face first onto the ground. The sight of the snobby girl getting hit with karma was enough to break the dam of Yukiko's laughter.

Gwen wallowed in despair as the world seemed to be against her today. Ken just rubbed his little sister's back to comfort her.


Tiffany stomped away after being thoroughly humiliated by the Tennyson family. Gwen chased after her while the other three wisely kept their distance. "I am so sorry about my cousins! Yukiko's a distant cousin and Ben's not even related to me! Pretty sure his parents found him at a zoo or something."

Tiffany tried to hold some dignity, brushing back her soaked hair. "At Bancroft it is as important who you are as what you've done." She then turned her glare to Yukiko and Ben. "You know? If you were from a quality family."

Yukiko matched the glare, shooting more malice at the snobbish student. Tiffany flinched back from the aura of malice, quickly scurrying away from the 'weird poor family'.

Gwen turned on her heels, stomping over to her family. Or more specifically at Ben for starting the mess in the first place. Ben backed away in fear, recognizing that same look as one that Yukiko has given him before. "Benjamin Tennyson! I'm gonna-!"

CRASH!

Gwen was stopped by the loud crashing noise that came from another building on the campus. Three of the four Tennysons were about to check it out until…

"What was that?" Kenny wondered.

Max placed a hand on Kenny's shoulder. "I'm sure it was just a staff member dropping something."

Gwen nodded her head. "Yes, nothing to be alarmed about." Both she and Max turned to Yukiko and Ben. Signaling for the two to check out what was happening.

"I…uh…gotta use the bathroom!" Ben lied, scurrying off.

Yukiko followed after him. "I'm going to make sure Ben doesn't get lost!"

Kenny raised an eyebrow. "Wait, but Yukiko doesn't know her way around here either."

"It'll be fine, son. You can just tell us about the places you've seen so far this summer while we wait for them and Tiffany to get back," Max changed the subject.

"Y-yeah. I can't wait to hear all about it!" Gwen added to the lie.

Kenny found it strange for them to be acting like this but decided to go along with it.


"Weird, who would have smashed the glass?" Yukiko and Ben stood in front of one of the trophy cases in the gym building. The protective glass had been completely smashed to pieces.

"HAHAHAHAHAHAHAHAHA!"

The two heard loud laughter coming from inside the gym. Entering the gymnasium, the cousins were shocked to see the Circus Freaks tormenting a security guard. "The Freaky Weirdos!?" Yukiko shouted.

"Circus Freaks!" They corrected her.

"What are you guys doing here!?" Ben demanded.

"It's those two brats that took down Zombozo!" Thumbskull told his partners.

Frightwig stepped forward. "That was a nice gig we had working for that clown! And you brats ruined it! Now it's payback time!"

Yukiko whipped out her fan as Ben dialed up Heatblast. "A little Heatblast action should light a fire under you freaks!" Ben slapped down the dial.

Unfortunately, he didn't transform into Ghostfreak. "Really?" Yukiko raised an eyebrow.

"Blame the watch!" Ghostfreak huffed.

The Freaks weren't amused. "Nice trick kid." Behind them, Thumbskull tore apart a section of the bleachers. The brute tossed it at the heroes.

"Agidyne!" Yukiko blew the wooden debris to pieces. Smoke covered their vision.

Acid Breath launched a wave of stink breath at the duo, Ghostfreak grabbed Yukiko and turned her intangible before the breath could hit them. "Heh, we ain't scared of no ghosts!" The freaks laughed.

"Maragidyne!" Each one of the Freaks were blasted into the walls of the gym by a fireball. Getting back up to their feet, they glared at the teenager standing across the gym.

Acid Breath was about to unleash another batch of acid until something kept his mouth shut. Ghostfreak materialized in front of him. "You should BE!" He punched Acid Breath in his mouth, knocking the Freak back into the wall.

Thumbskull attempted to punch Ghostfreak, but the Ectonurite vanished before he could. The brute gazed around the gym trying to find his target. The invisible Ectonurite floated behind Thumbskull, shoving his hands into the brute's head and gave him a stroke.

Yukiko dodged multiple swipes from Frightwig. "Agi-" The heiress was stopped when Frightwig's hair wrapped itself around her wrist.

"Not a chance, princess!" Frightwig slammed the heiress into the wall. The female Freak enjoyed Yukiko's cries of pain until something tugged at her feet. Looking down she found Ghostfreak's hands gripping her ankles. Before Frightwig could do anything, she was dragged underneath the floor. Yukiko dropped to the floor, groaning in pain.

Yukiko looked over to see Frightwig and Ghostfreak materialize in the air. Her eyes widened as she watched her cousin brutally punch the woman in the face repeatedly, not holding anything back against her. "Ben?" Yukiko had never once seen Ben fight so viciously. "Ben!"

The ghost wasn't listening, instead he smashed Frightwig into the bleachers by her hair. Leaving the Freak to lie unconscious. "BEN!" Ghostfreak turned on a dime, staring down at her. He lowered himself to Yukiko's level, staring her in the face.

"Ben's not here!" Ghostfreak exclaimed. He grabbed Yukiko by the collar, throwing her across the gym and out of the way. "HAHAHAHAHAHAHAHA-"

The ghost was cut off by Thumbskull ramming right into him. Ghostfreak went flying into the bleacher. He used that chance to pick up both of his partners and escape the gym.

Yukiko tried to get up, but she was still reeling from Frightwig's attacks. "B-Ben!" She watched as Ghostfreak chased after the Circus Freaks, laughing like a psychopath.

"YUKIKO!"

The heiress looked over to see Max and Gwen approaching her. "Grandpa? Gwen? What are you guys doing? What about Ken?" She asked.

"He's using the bathroom right now. We decided to come check up on you. What happened? Where's Ben?" Max asked her as he helped her up.

"T-the Circus Freaks were trying to rob the school. Ben and I fought them, but something weird is going on with him."

"When isn't something wrong with him? I swear if he ruins my chances-"

"This is more important than this school, Gwen! We need to find Ben!" Yukiko glared at the younger girl. Gwen flinched from Yukiko's scolding tone.

Max released Yukiko once she was able to stand on her own. "Gwen, you get back to Kenny, so that he doesn't get too suspicious. We'll go find Ben."


Ghostfreak happily chased after his prey until a familiar ringing sound made its way to his ears. Ghostfreak flew away from the Freaks, screaming in fear. "No! I'm not going back-"

FLASH!

Ben stood up from the smoke, brushing himself off. "Phew. Man, I'm glad to be rid of that freak."

"Aw. And I thought we were close."

Ben froze in horror. Floating right in front of him was none other than Ghostfreak. "Nice to finally meet you. FACE TO FACE!"

"T-this can't be happening! You can't be you! I'm you!" Ben exclaimed.

"I was never you. An Ectonurite's consciousness exists even in a few strands of DNA! When the sample was taken for the Omnitrix, I was trapped inside. But now… I can reveal my TRUE SELF!" Ghostfreak's body began to undergo a horrific transformation that would haunt Ben for the rest of his life.

The phantom's body now had a gaseous appearance and claw-like hands. His skin was still grey with black lines running all over him. His skin appeared to still be removable as black and white striped tentacles wiggling underneath it. Ghostfreak now looked as if he was straight out of a horror film.

"I thought you were ugly before. What do you want!?" Ben backed away.

"I need the power of the Omnitrix to make me whole again! I can only do that by taking over your body!" The Ectonurite closed the distance between them. "Now let's see how you like being trapped inside someone else!" Ghostfreak attempted to grab Ben, but the boy was in the sunlight. His skin started to burn, forcing the Ectonurite to retreat.

Ben took this chance to run away, but he ran right into Max. "Ben, take it easy! You look like you've just seen a ghost."

Ben just stared at Max and Yukiko. "You have no idea how right you are, Grandpa."


"Um? Is he alright?" Kenny asked as Ben was randomly checking rooms. Ben ignored him, focusing on finding his rogue alien.

"Ghostfreak has to be around here somewhere," Ben said.

"And who is this Ghostfreak you keep mentioning? Is it some kind of action figure?" Kenny asked again.

Max turned to his eldest grandson. "Look, Kenny. I know you might be confused right now, but we'll explain everything to you soon."

"Just do your best to keep up for now," Yukiko encouraged.

"So, why are you looking for yourself?" Gwen asked.

"He said that he's been alive inside the watch this whole time. Just trying to get out, that's why whenever I turned into him I felt weirded out," Ben explained.

Kenny wanted to ask again, but he knew they'd just continue to dodge the question. It amazed him that he was feeling like the odd one out of the group, and Yukiko has only known them since the summer started.

"Look, Ben. Whatever is going on, we'll always be here for you," Max said.

"We're family, Ben. So, we'll figure out this ghost problem together," Yukiko smiled.

"Even if it turns out you've got a major leak in your brain pan," Gwen added.

Ben turned to Gwen, visibly upset. "I'm not crazy! Ghostfreak is loose!"

Gwen raised her hands in defense. "Okay. So, the butter hasn't fully slipped off your noodle, but how are you planning on bringing him down once we find him? That alien is pretty tough."

"I mean if he's a ghost, then wouldn't sunlight beat him?" Kenny decided to interject.

"I thought that was vampires?" Yukiko scratched her head.

Ben shook his head. "Ken's right. Ghostfreak was burned the moment he touched sunlight. He has to stay in the shadows."

"But you never had that problem when you were Ghostfreak," Gwen said, confused.

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

Max smirked. "I got a couple of things from my Plumber days that might work."

Kenny tilted his head. "But how are wrenches and pipes gonna help catch a ghost?" He was confused when his cousins groaned at him.

Gwen raised her hand. "I'll explain everything to him."


"So, Ben can turn into aliens, Yukiko has this 'Persona' thing that shoots fire, you can do magic, and Grandpa was some kind of space police officer? Am I getting all of this right?" Kenny summarized everything as he and his family walked through the campus.

"Yeah, pretty much," His cousins responded.

Kenny was silent for a moment, worrying them that he probably didn't believe them. That was until his face broke into a wide grin. "Cool!"

"Wait, you don't think we're lying?" Yukiko asked, shocked.

"Nah. Gwen can't lie to save her life and would never tell something as crazy as that. Ben would, which would've made this harder to believe," Kenny smiled. Gwen smacked him on his arm after being insulted.

"I'm glad that you believed us. You're the second person we've had to explain all of this too," Yukiko smiled.

"Who was the first?"

"Her boyfriend. Who also has a Persona by the way," Ben answered.

"Really!? Great…now I really feel like the odd one out," Kenny sighed.

Max, who was walking ahead of the kids, stopped. His tracker started beeping. "I'm picking up spectral activity coming from behind that corner."

"Woah, kinda like Ghostbusters," Kenny muttered.

"Ken, watch this." Kenny looked down at Ben, who was turning on his watch. "I'm about to get my game face on." Ben dialed up Four Arms and transformed into the Tetramand.

Kenny was stunned by the transformation, now fully believing everything the others had explained to him. "That is so cool!"

Four Arms grinned, happy that the watch gave him the right form and that he looked cool in front of Kenny. "Guess, I'm finally getting the hang of this thing."

The Tennysons watched as students were running in terror, behind them the Circus Freaks were causing chaos on campus. Frightwig had Tiffany wrapped up in her hair.

The family of four confronted the criminals. "I don't have time for you freaks! So, the party's over!" Four Arms declared.

Frightwig smirked. "You've got it all wrong, musclehead. It's just about to really get rolling!"

Acid Breath walked forward. His eyes were black as night with purple lines cracking his face apart. "And it's a surprise party!" Ghostfreak flew out of his body to meet his jailer. "Hello, Ben. Have you been working out?"

As someone who is a fan of all things horror, Ghostfreak really did creep Yukiko out. His new appearance was something she really didn't like at all.

"Ugh, major horror show," Gwen gagged.

"Wait, so Ben could turn into that thing? That looks disgusting," Kenny added.

"You haven't seen anything yet!" Ghostfreak turned intangible. The Ectonurite flew into Ben's body in hope of taking it over. However, to everyone's shock, Four Arms tore Ghostfreak right off of him as if he was an old dirty coat.

Ghostfreak hissed. "It would seem that I cannot merge with your alien forms. No matter, time is on my side. You will be human again soon enough!"

"But we have a surprise of our own!" Max pulled out his weapon. The ex-plumber shot Ghostfreak, burning the Ectonurite.

"GAAAHHH! Daylight at night!?"

"Sun gun. Projects a beam as bright as sunlight!"

Kenny stared at his grandfather in awe. "When did Grandpa become cool?"

"Since always!" Yukiko giggled.

"Cleaver! But not clever enough!" Ghostfreak overshadowed Thumbskull. Protecting himself from the sun gun, while also causing the brute pain. "As long as I am in a host body your weapon has no effect!" Ghost Skull attacked Four Arms, punching the Tetramand through the air.

Four Arms landed on his feet, dodging his attacker. He grabbed Ghost Skull and performed a supplex on him. Four Arms lifted the brute and smashed him through multiple trees and statues.

Acid Breath tried to interfere, but a blast from Yukiko stopped him from getting in the way. The acid freak rolled across the ground, screaming at his burns.

Four Arms nailed Ghost Skull one more time, sending him flying into the stairs. Ghostfreak exited the brute's body and entered Frightwig's. Ghostwig tossed Tiffany aside, who was caught by Ken. The boy held her in his arms as Gwen approached the two.

"So, should I turn my admission into the main office or to you?" Gwen asked, nervously.

Both the snob and elder brother glared at her.

"R-right. Not the time…"

Ghostwig attacked Yukiko first, whipping their hair at the heiress. Yukiko jumped out of the way, whipping her fan. "Agilao!"

Ghostwig blocked the fireball with their hair, smirking in smugness. Until Yukiko's fan nailed them right in the face, the possessed freak crashed into the ground. They attempted to stand back up, but Four Arms wasted no time in stopping them. He touched down right in front of them and grabbed their hair. Wrapping the freak up in their own hair. Each of the freaks were defeated.

"Play musical freaks all you want. We'll just kick their butts," Four Arms challenged.

Ghostfreak exited Frightwig's body. "You're right. Maybe, I need a new partner…" His eye was staring directly at Yukiko. "Someone more appropriate for you to battle!" Ghostfreak phased underneath the earth.

Four Arms' eyes widened, he turned around to see Ghostfreak looming over Yukiko. "Yukiko! Look out!"

It was too late for Yukiko, because the moment she turned around Ghostfreak flew into her mouth. The heiress dropped her fan, clutching her own neck as Ghostfreak's possession was taking hold on her body. Black lines extended from her blackened eyes, cracking her face apart. Yukiko's mouth opened wide as an excruciatingly painful cry bellowed from her throat.

Her family could only watch in horror, unable to do anything to stop it.


Ghostfreak floated inside of a dark space, cackling as he felt his presence growing inside of the teenager. "HAHAHAHAHA! With this Benjamin won't be able to hurt his precious family!"

"...get…out…"

Ghostfreak's laughter ceased instantly, confused by the voice. "Who said that?"

"...Get…out…"

The Ectonurite could feel the space growing hotter. His skin grew warmer and warmer by the second. He was concerned by the feeling. "W-what is happening? This shouldn't be possible…"

"...Get out….!"

Ghostfreak saw something in the distance, a tiny light shimmering in the darkness. He was confused by its appearance until the speck started growing by the second. The light burned his skin on contact. "GAH! W-WHAT!?" Fire started spreading out from the bright light, eclipsing his entire form. The Ectonurite's eye grew wide in fear. Every instinct in his body was screaming for him to escape.

The fire around him began to take the form of Sumeo-Okami and the Persona was not happy to see the intruder enter its user's body. "GET OUT!"


"GAAAAAAAAAAAAHHHH!" Ghostfreak was forcibly ejected from Yukiko's body. The Ectonurite floated in the air, gasping for air from the forceful ejection.

Yukiko was on the ground, unable to move. Her entire body was in pain from the energy it had to use to force Ghostfreak to leave. Max was by Yukiko's body in an instant to help her.

"What just happened!?" Kenny voiced everyone's thoughts.

Gwen gasped. "Her Persona! It's the physical manifestation of her soul, so it must've rejected Ghostfreak from taking her body!"

Four Arms smirked. "Nice try, freak show!"

Ghostfreak hissed. "Then I'll just take another body!" Without missing a beat, Ghostfreak zoomed to his next victim.

"GWEN!" Kenny cried out as Ghostfreak was about to reach her. His instincts kicked in and he shoved his little sister out of the way. Kenny screamed in pain as Ghostfreak entered his body, possessing it easily.

"NO!" The Tennysons cried.

Ghostfreak laughed. "Not the intended body, but this shall do. Let's have some fun, boy!" Ghost Kenny uppercutted Four Arms in the jaw, knocking the hero back. Four Arms continued to dodge punch after punch, not wanting to strike his cousin.

Gwen growled in fury, hands surging with magic. "Let him go, FREAK!" Gwen released a blue bolt at Ghost Kenny. Four Arms gasped; he shoved his possessed cousin out of the way before the blast could hit him. The Tetramand was blown back by Gwen's powered up attack.

"Wha-Ben!" Gwen snapped out of her fury.

The Ectonurite found the scene enjoyable. "Good girl. Blast me with your strongest attack and get your brother killed! And I thought you were the smart one!" Ghost Kenny laughed as he rushed Gwen.

The magical girl couldn't make a move nor cast any spell as her own brother rushed her. One punch from him was enough to send her rolling across the ground.

"Gwen!" Max cried.

"HAHAHAHAHA!" Ghost Kenny laughed hysterically. He jumped onto the wall, climbing the school's wall.

Four Arms climbed back to his feet, concerned for Gwen's condition. Max called out to him. "I'll take care of the girls, go save your cousin! Take this!" Max tossed Four Arms the sun gun.

"Right!" Four Arms caught the gun and chased after Ghost Kenny to the roof. The two combatants stared each other down until a familiar beeping started to ring through the air.

Ghost Kenny smiled maliciously. "Ah! Music to my ears!" He watched as Ben turned back to normal.

However, the boy was far from defenseless, pointing the sun gun at Ghost Kenny. "C'mon out so I can fry your pale butt!"

Ghost Kenny raised a finger. "I have a better idea. Drop the weapon and I'll meld with you and take over the world!"

"Fat chance."

Ghost Kenny jumped onto the edge of the roof. "Then you better hope your cousin knows how to fly. The implications forced Ben to stop in place. "It's your choice, hero."

Right before Ghost Kenny took a step, Ghostfreak loosened his control. "B-Ben? W-what's happening? Is Gwen okay?" Kenny asked.

Before Ben could reply the Circus Freaks had recovered from the earlier scuffle. Ignoring the rest of the Tennysons in favor of joining Ben and Ghostfreak on the roof. It was at that moment that Ghostfreak took control back. "Next sound you hear will be your cousin's screams as he takes a big dive! HAHAHAHAHAHAHA!"

Seeing that he was utterly beaten with no other options, Ben dropped the gun. Ghostfreak exited Kenny's body and descended in between Ben and the Circus Freaks. The phantom turned to his minions. "What are you fools doing back up here? Go back down and eliminate the rest of his family!" The Freaks listened to the order, jumping back down off of the roof.

Ben glared at the phantom. "We had a deal, you Halloween reject!"

"You have to deal with me! Not them!"

Ben tried to reach for the Sun Gun, but Ghostfreak was quicker. The Phantom grabbed a hold of Ben, attempting to fuse with his body. The boy screamed in pain as Ghostfreak's form slowly began to merge with him. His eyes turned black as large dark lines cracked his face. "AAAAHHHH!"


Back down on the ground an exhausted Yukiko, Gwen, and Max faced off against the approaching Circus Freaks. Ben's screams could be heard all over the campus. "BEN!" His family cried for him.


Kenny watched in horror as his little cousin was being killed right in front of him. He crawled on the ground, to reach Ben and Ghostfreak. As he was doing that, sparks began bursting out of the Omnitrix in reaction to Ghostfreak trying to merge with Ben. Kenny grabbed Ben's wrist with the watch, activating it.

Ghostfreak noticed the movement a little too late. "You! What are you doing!?"

"Saving my cousin!" Kenny slammed his fist onto the dial, blinding himself and Ghostfreak in a green flash.


Yukiko dodged a blast of toxic fumes only to be grabbed by Thumbskull in a bear hug. The brute began squeezing the heiress, eliciting a pained cry from her throat. Thumbskull grinned in delight, taking pleasure in her pain.

"Emocha Objectia!" A blue bolt forced the giant to drop Yukiko. Thumbskull turned around to attack Gwen. The younger girl forced a shield up to protect herself from both Frightwig and Thumbskull's strikes.

Max grabbed Yukiko off of the ground, carrying her in his arms. The heiress weakly raised an arm to assist Gwen, but Acid Breath stood in their way. He pulled back his head, ready to unleash a powerful breath of acid to melt the two. That was until something interrupted not just him but the entire fight happening below.

A large blast of green energy illuminated the night sky, catching everyone's attention. Suddenly, a grey body dropped down onto the middle of the courtyard. Looking closer at the disheveled figure, everyone realized that it was Ghostfreak.

However, the Ectonurite's body was noticeably heavily injured, his entire body was smoking as if he had just been set on fire. The phantom was trying to regain his strength. "N-need…to…hide…re…gain..strength…" Ghostfreak attempted to try and merge back with one of the Freaks.

"EYE DON'T THINK SO!"

Another blast of green energy zapped Ghostfreak, knocking the Ectonurite back down. The Tennysons and Freaks turned around to see two other bodies join the fray. Obviously one of them was Kenny, but the other was someone entirely new.

He was one hell of a creature to look at, considering his entire upper body was covered with green eyes, ironically, he had no eyes on his face. Only a mouth and a very large pair of bat-like ears. He has dark yellow skin with lighter yellow skin on his chest. He wore black pants with white bands on them and a white belt with the Omnitrix symbol on it.

The Tennysons were shocked by the new alien. "BEN!?"

"Eye don't know about Ben! But Eye-Guy is here to save the day!" Eye-Guy declared as he allowed Kenny to stand on the ground.

"Another new alien!?" Max gasped.

"And of course, it's one with terrible puns…" Gwen groaned.

"Pfft! Hahahahaha!" Yukiko weakly laughed at the eye puns.

Ghostfreak hissed on the ground, he was so close to accomplishing his goal and the Tennysons had once again gotten in his way. His body was too injured for him to turn intangible, raising a finger Ghostfreak hissed out another order. "Stop him…! Kill them all! I can just merge with his corpse!"

Eye-Guy smirked. "Not if EYE have anything to say about it, Freak-O!" Eye-Guy raised both of his hands, separated eyes growing on both of them. Green lasers fired off at Frightwig and Thumbskull, getting the two away from Gwen.

Acid Breath attempted to blast him with his back turned, however a green eye appeared on Eye-Guy's back. Shooting a strong beam of energy at Acid Breath, sending the Freak flying across the courtyard. He slumped against a wall, defeated.

Frightwig attempted to grab him with her hair, but Eye-Guy dodged the attack. He jumped over another attack of hair, before extending both of his arms out. Multiple eyes spawned along his arms, releasing a combined strike of energy at Frightwig. The woman was unprepared for it and was swiftly taken out, sliding across the ground.

Thumbskull attempted to bash Eye-Guy's head in, but the Opticoid was prepared. Two of his eyes merged together, launching a surge of electrical beams at Thumbskull. Electrocuting the brute and knocking him out.

"EYE really love this alien!" Eye-Guy grinned.

"It really is like straight out of a comic book!" Kenny agreed.

"...I…I…won't…"

The Tennyson family turned to Ghostfreak, who was slowly floating over to them. "...I won't…be…defeated by a…child…"

Eye-Guy stepped forward, extending the massive eye on his chest. "Too bad, Ghost wimp! EYE heavily disagree!" Energy began to surge from the eye, charging up a powerful burst of energy.

Ghostfreak's single eye widened in fear. "T-this isn't over…Ben Tennyson…! I will have my revenge!"

"EYE don't think so!" Eye-Guy unleashed the blast of energy from his chest eye, the beam of energy collided with Ghostfreak. The Ectonurite screamed in pain as his body was being eradicated by the blast. A dark chuckle escaped his throat as if his final laugh was mocking one. The intent behind it was unknown as the blast collided with the clock tower.

The Omnitrix beeped red, turning Ben back to normal. The boy released a breath of relief, dropping onto his butt. "Finally, the nightmare ends…"


NEXT DAY:

The Tennysons watched as the Circus Freaks were apprehended by the police. Behind them the school's clock tower had been blocked off for repairs, a giant hole had been blown into the side of it.

Tiffany walked over to the Tennysons. It looked as if the girl wanted to drop a smartass comment at Gwen, but one good look at Yukiko's glare shut down her plans. Instead, she stuck up her nose, walking away from them.

Gwen sighed. "Something tells me I'm not getting into Bancroft Academy…"

Ben walked over to her. "You don't need this stupid school to prove you're smart. You think any of these eggheads could figure out how to shoot magic bolts out of their hands or take out mutated plants?"

He was unprepared for Gwen hugging him tightly, grossing him out. "That's the nicest thing you've ever said to me! Thanks, Ben!"

Yukiko squealed in delight, using this opportunity to hug the both of them. "Family hug!"

Kenny joined in, finding it hilarious. "Who would've thought Ben was capable of giving compliments?"

"Hey!"

Max shook his head, enjoying the sight of all his grandkids getting along with each other. He had waited years to see this, and it was worth the wait in his opinion. "Alright, kids, I think it's time we get Kenny back to his hotel. He has a flight to catch tomorrow."

The hug was broken. "You have to go?" Ben asked, saddened.

Kenny nodded his head. "Yeah, mom wouldn't be happy if I missed my flight."

"Promise not to tell mom, dad, or anyone about anything that happened yesterday?" Gwen requested.

Kenny raised his hands. "My lips are sealed. Plus, I doubt they'd believe me if I told them Ben could turn into aliens."

"Why does everyone find that so far-fetched?" Ben asked.

Yukiko giggled. "I'm happy that I got to meet you at least. Though, I wish this was under better circumstances."

"Ah, it's fine. You're a pretty cool chick, Yukiko. I'm pretty happy that I'm related to you," Kenny smiled. His kind words brought a smile to her face. "By the way, I finally get to try your cooking too during the drive."

"Oh right! I better go get started on it!" Yukiko scurried off to the Rustbucket.

"Better go catch up with her," Max followed Yukiko.

Kenny looked down at Ben and Gwen, who were quietly laughing at him. "What are you two laughing about?"

The two shared a knowing glance, awaiting his reaction to trying Mystery Food X. "Nothing!"

Chapter End

NOTE: Let's talk about the massive elephants in the room.

1. Yes, Eye-Guy made his debut in this chapter. I originally wasn't planning to include him at and was just going to go the cannon route. However, a friend of mine talked me into adding him in, because we never see Ben unlock him in the show. So, I hope you all enjoyed his debut. Also, Ben knowing how to use him was a situational thing. He shot a beam, figured it out pretty quickly, and started kicking ass.

2. The addition of Kenny Tennyson. From the very start I was planning of including him in some way in this story, because he is basically a non-existent character in the actual continuity. He appeared in one episode in AF and was never seen or talked about again. So, I was given creative freedom on how to handle his character here. When it came to accepting all of his cousins' strange abilities, he accepted it pretty quickly. I figured this is regular for Tennysons, they just accept the weird with no 2nd glance. Gwen and Ben grew accustomed to the Omnitrix's powers very quickly. And in "Goodbye and Good Riddance" Ben's parents accepted it pretty quickly as well.

3. Sumeo-Okami ejected Ghostfreak, making her immune to his possession. Ghostfreak was lucky that the Persona only wanted to eject him, otherwise he would've been utterly eradicated by her. The Persona just didn't want to risk any residue of Ghostfreak being stuck within Yukiko.

4. Ben did a lot of work on his own near the end. He unlocked a new form, Yukiko was completely exhausted, and Gwen was not going to handle a 3v1.

5. I made it obvious, but Kenny isn't staying. You will see him again later in the story.

Um... we're at the end folks. This is it. Next chapter will be this season to a close.

Next Chapter - Back with a Vengeance