I don't own Ben 10.

Opposing Sides

Act 3

Chapter 31

"so this "Ghostfreak" guy used to be an alien in your watch...but he escaped. Because his consciousness is held in every strand of his DNA." Gwen said repeating what she had just been told.

"Yeah, and he cant come into contact with direct sunlight. Though if he were to ever merge back with me he would be able to live in the light." Ben said shaking his head worriedly. "and we've gotten rid of him four or five times. Hes like a giant ghostly cockroach. He refuses to stay dead." he sat back in his seat.

"so is that why hes calling you out."the young girl said as she took a seat behind Ben. "so he can merge with you and take control." she said making spooky noises and hand gestures. "seems like a creep to me." Gwen said as she looked to Ben for a response.

"He's one of the worst villains we know, he almost covered the earth under a veil of darkness once." Max said driving as fast as he could without arousing suspicion. "it would have been two summers ago, there might have been a time when you suddenly cant remember what you were doing...or how you got where you were." he said remembering the incident clearly.

"i do remember I was at the mall...then I was in some movie store a block away, and everyone looked confused." Gwen said uncertainly. "so this guy is a big time bad guy, like that Forever King." the young witch said trying to get a feel for her new enemy.

"No, Ghostfreak is worse. The Forever King wouldn't destroy the world. He doesn't hate humanity. But that phantom freak thinks that hes so much better than us." he said, sounding angrier with every word.

"So do we have a plan to deal with this guy... it sounds like sunlight is our best bet. But he sounds like a character that only comes out at night." Gwen said standing up from her chair and moving over to where Ben was, sitting next to his grandfather. She plunked herself down on the armrest of his chair, the young boy shifted slightly in his seat. What the little voice in his head had told him replayed once more.

"Before we left the plumbers compound I grabbed a couple of Sunguns, they shoot a beam as powerful as sunlight, and its just as deadly to Ghostfreak." Max said as he began to pass a smaller car in front of him. "Though if we lose those its over for us. And Ben you have to wait to transform, if he is about to get to you then you can, but otherwise just stick to using the Sunguns " he said turning his head slightly to see if his grandchild understood.

"why would he wait for that." Gwen said unaware of certain information.

"that looser cant posses me if I'm one of my aliens." Ben said smugly. " if he tries while I'm going hero he just sort of covers me instead of melding..or merging." Gwen had begun to lean in more closely to listen to what he had to say, and he had no room to back up.

"So how long until we reach that town." Ben said trying to divert her attention a little. He knew he liked her but he just couldn't focus when she got that close.

"Just relax. Breath. And don't panic." Nancy said from the back of his mind.

"It'll take a couple more hours, why don't you two get something to eat. Cant fight on an empty stomach." Max said as he began to speed up. "and don't worry I got some "normal" food before we left" he said chuckling slightly.

As the two children went to the table inside the RV, Gwen spoke her mind.

"Don't do anything stupid." the young girl said as she opened the refrigerator, and grabbed a jug of orange juice.

"What do you mean stupid." Ben said as he sat down at the table. Gwen pulled a glass from the cupboard, set it on the table and filled it.

"Well...you know...something Ben like." she said turning around to put the juice away. She actually had a bad feeling about this Ghostfreak guy...like she had met him before, and she didn't like it. "you know all those things you have a tendency to do... that are stupid." Gwen said as she faced toward Ben. "Like that...." Ben was already halfway done with the juice she had just poured for herself. "That was for me!! not you dweeb." she said as she slowly walked over to him. He paused in the middle of drinking, still holding the glass to his lips.

"umm...then I guess its good that your so forgiving." Ben said trying to assuage her anger. "and pretty did I mention pretty." the young hero said as he set the glass down on the table.

"Flattery will get you nowhere." Gwen said, glaring daggers at him. "now if you would be so kind as to get ME a glass of juice. She said sitting down across from him at the table. She held her threatening look, which made him move with great speed as he prepared for her another glass of orange juice, and set it in front of her. "the first time I hear that I'm pretty from a boy and its just to save his own skin." she said shaking her head in mock disappointment.

"what? have you ever been on the receiving end of that glare of yours? I swear, you could put someones eye out with that, its so sharp." he said retaking his seat. "plus you shouldn't have to hear that from me, to know its tru...." Ben stopped suddenly and realized what he had said. Gwen had stopped in mid drink and put her cup down. She looked at him considering, as if weighing him. After a moment she smiled at him. "Thanks..." however before Ben could say anything there was a sharp pain in his shin. "Still a jerk though." she said as she stood up and went to the cupboards to find something to eat.

Ben began to rub his shin hoping to sooth his pain. He was about to yell at her about kicking him when he saw the look on her face. She was beaming as she looked through the cabinets. That smile had a soothing effect all its own...and he decided to let it slide this time.

the trio had to drive through two police road blocks to get to the town where Ghostfreak was causing his mischief. Max had flashed some official looking documents in order to persuade the officers to let them through. After that it was a half hours drive to the city. Which had been mostly abandoned.

It was like a war had broken out. There was almost nothing left to distinguish the ruins as a town. Here and there Signs proclaimed that once, there had been a store at that location. Paper littered the streets, and in some places there were vehicles left by there owners. Not that there was any real road left for them to use.

"This is awful." Gwen said as she stepped down from the RV. " he did all this in just one night." she turned to see the two Tennysons exit as well.

"I told you Ghostfreak has no regard for human life." Max said handing each kid a Sungun. Its almost dark..so be on your guard." the older man said as he began moving through the streets looking for signs of there foe. The two children following closely watching each others backs.

"Gwen do you know any spells that could produce sunlight." Ben said quietly as they moved passed a ruined bookstore.

"i know some for regular light. To read by and for dark places...but sunlight is something else altogether." there was a slight noise from the side, which made Gwen jump suddenly. She unconsciously moved closer to Ben, who bolstered his courage and took her hand.

"just calm down..hes not really a ghost." Ben said as they followed Max through the town. "hes just an alien...that can turn invisible, pass through walls.....and possess people....ok so maybe hes a ghost." he had tried to be reassuring but it was hard when you didn't believe the assurances yourself.

"Its not just that. I feel like I've met that thing somewhere before." the young sorceress said as she tightened her grip on Ben's hand. "and for some reason it's very unsettling."

"He was possessing Hex, during the ritual. I don't know if he had been before that but I know he was there for that." Max said, not taking his eyes off his surroundings, especially now that the sun was almost completely down.

"And it seems that everyone made it out of there just fine..." suddenly in between the three of them, the ghoulish alien appeared from thin air. "I'm surprised to see that the sacrifice is still around, if..." before he even got in another word Gwen fired her Sungun. However the alien had clearly been watching them for a while and knew what to expect. He sunk into the ground to avoid the blast. " well you are of no importance to me." suddenly Gwen was hoisted into the air by an unseen force and sent through the wall of one of the ruined buildings.

"GWEN!!" Ben and Max both shouted at the same time, as they began to fire there Sunguns into the area where they assumed the alien had been. They both began to run over to where Gwen was, when suddenly something Caught Max's feet, and tripped him. Ben fired once more into the spot where he figured the alien was.

As Max tried to stand he was suddenly flung into a nearby lamp post, and fell unconscious. Ben was beginning to hyperventilate. He didn't know where his enemy was. His grandfather, And...very good friend. Were both being thrown about like toys. And he didn't seem to be able to do anything about it. As the young boy was deciding what to do he felt an icy chill in his chest, as Ghostfreak materialized in front of him. In his panicked state Ben didn't know what to do...his brain couldn't process it. He was going to lose the people he cared about.

"Give up child. You cannot win against something far superior to yourself. Resign yourself to your fate." The Ectonurite was about to begin the melding process when he was suddenly hit with an extraordinarily bright beam.

"BEN, I know your scared but unless you do something your fears WILL come true. It doesn't have to though, if you try hard enough." Gwen said as she stumbled out of the rubble. "don't let him win." she said limping over to where he stood. However before she was foot away her Sungun was smashed to pieces in her hand, and before she had time to react she felt an icy chill up her spine.

Ben looked on in horror as Gwen became Ghostfreak's puppet. Her eyes darkened and the expression on her face became one of madness.

"Aww isn't that sweet. This one like you child." Ghostfreak said with Gwen's voice. " its a shame you wont get to spend more time together." Gwen's body leaned down and picked up a jagged piece of metal from the ground...and held it to her throat. "you would have made such a nice couple."

"STOP." Ben yelled, as he threw down his Sungun and backed away from Gwen. "You can take me...just leave her alone...and my grandpa. " he said with defeat tying his words down. "just leave her alone."he pleaded. Gwen smiled radiating pure ecstasy, as Ghostfreak left her body.

"I'm glad you changed your mind...now..." however as he was about to continue there was a blinding green flash, and Ghostfreak was suddenly tackled by something moving faster than the speed of sound.

"Lets see you possess me now big shot." Ben had used the split second that was lent to him when the evil alien exited Gwen's body to change into XLR8. The green lizard held tightly to the monster and ran at full speed.

"FOOLISH CHILD... this is what I have been waiting for." Ghostfreak said excitedly. "with the Power I acquired from that pathetic sorcerer I can possess you any time I like." The abomination said as it drove its claws through Ben's alien form. "Now I shall have the power of the omnitrix." Ghostfreak said as he let his form begin to meld with Ben's.

"Thats impossible...." Ben said as he barreled forward moving at speeds he had never dreamed existed. He gritted his teeth through the pain lacing every muscle in his transformed body.

"With your power I will.."

"RULE" Ghostfreak was suddenly aware of there minds merging. He felt his consciousness and the boys becoming one, and soon he would overshadow Ben completely. The evil alien could feel the the young boy calling for help in his mind...however he was caught completely off guard when it actually came.

"HIYA" there was suddenly something attacking Ghostfreak's mind, it was a type of madness he had never encountered before. "you should leave Ben alone now." a voice tore through the aliens being.

when the alien monster finally got a look at what was attacking he became horrified. He instantly recognized the power that this being radiated. It was the power of Bizel.

"How is this possible...the artifacts were destroyed." Ghostfreak said incredulously.

"I don't know!!!" Nancy yelled honestly as she continued to tear at Ghostfreak, who after recovering from the initial shock of her attack was now fighting back. There was a massive tug of war going on inside of Ben's brain...which he was powerless to do anything about. The only thing he could do was send encouraging thoughts to his defender.

The two beings clashed for what seemed like an eternity.

"I WILL NOT LOSE" the horrifying alien shrieked with every facet of its conciousness.

"yes you will" Nancy said putting more energy into her efforts.

"NOOOO I WONT." Ghostfreak was becoming worried now as the energy of Bizel suddenly shot forward.

"Yuh-huh!!" and using the last of her power all at once Nancy pushed at Ghostfreak who..

was ejected from Ben's mind.

"She wont be able to save you a second time Child." the horror said as the wind tore at his back. However he noticed the visor on XLR8's head flip back, as he continued to run.

"Hey Ghostfreak your looking a little pale." Ben said triumphantly. The alien villain's eye went wide in surprise as he turned around and saw where they were. While he had been detracted by the second personality inside of Ben's head he had failed to notice that he was being taken to where the sun did shine. "HOW BOUT SOME SUN!!" the hero shouted as the two of them ran straight through the dawn and into the sunlight.

"NOOOOOOoooooo...." Ghostfreak's cry fell silent as he turned to ash in Bens hands.

The young boy came to a stop in the middle of a field, as the the omnitrix symbol on his chest blinked, and in a flash he was himself again.

"HAH!! I didn't let him win...Gwen." the young hero said as he smiled and fell over. He was both physically and emotionally drained. He then heard the last message he would ever hear from Nancy as he slipped into unconsciousness.

"heh..daylight savings time...i should have used that one."