"Good news, all the aliens are toast," Gwen told Max and Donovan.

Eddie then added, "Bad news, so is the resort."

Max looked over to his old friend. "So much for your one of a kind resort Donovan."

Never one to look behind him, Donovan answered, "Yeah well just gives me more time to focus on my next one. It's going up on the moon. Max, how about you and the kids being my first guest?"

Ben and Gwen looked at each other and nodded. They knew they were thinking the same thing. Gwen, who was standing next to Max, tugged on his sleeve. He leaned over and she whispered to him. He nodded.
"We'll see about that, but we have another idea, Donovan. How about while you work on the moon resort, let Eddie join us for the rest of the summer?"

Donovan gave it some thought. He had been so focused on preparing Eddie to be his junior partner and eventual successor, that he'd lost site of the fact that his grandson was just a kid. He looked down at Eddie and the look on his face was all he needed.

"Can I grandpa?" Eddie asked enthusiastically.

"That sounds like a great idea to me. But you have to promise me that you'll behave for Max. And follow his rules."

"I will grandpa," he promised.

"Of course, he can pay his way," Donovan assured him.

"I'm not worried about that," Max said as the kids raced to the helipad.

"Get to the choppa!" Ben yelled.

Eddie responded, "do it NOW!" Gwen just giggled.

Donovan knew he made the right call seeing the smile on his grandson's face as Eddie waved goodbye from the helicopter.

Eddie was fascinated as Ben and Gwen related all they had been through so far this summer. Of course, Ben found the omnitrix, but Gwen had also began to discover that she had magic abilities. That interested him even more than the Omnitrix. What had impressed Eddie the most was though was Ben overcoming a phobia of clowns, all to save Gwen. "Don't read too much into it." Ben had told him.

"Phobias can be debilitating. She must be pretty important to you to fight through that," Eddie pointed out.

"Yeah, whatever," Ben responded, waving dismissively. "Send me your bill Sigmund." And with that he walked back to his bunk. Eddie and Gwen just looked at each other and smiled.

It was that night that Ben started having nightmares about one of his aliens; Ghostfreak.

A couple of days later the Tennysons and their new traveling companion reached their next stop.

On Gwen's fervent request, they were on their way to Bancroft academy. Gwens' excitement irritated Ben, but amused Eddie.

Eddie had heard of this school and knew that Ben might be right in his assessment of the students here. But it would guarantee Gwen admission to an ivy league university.

Gwen however was becoming increasingly worried that Bens' recent behavior would sink her chances at Bancroft.

As they waited for their guide, Gwen could see Eddies' discomfort.

"What's wrong? This seems like it would be great for you too. Who knows, maybe we can attend together," she said tucking a stray strand of hair behind her ear.

"Yeah, maybe. I'd be worried that I'd fall into old habits." She gave him a questioning look. He responded, "Just a few days ago weren't you and Ben mocking me for just the same attitude we're seeing all over this campus?"

"You caught that?" she asked with some embarrassment.

"I've got a knack for reading people. And you guys didn't seem too worried about hiding it."

Sheepishly she said, "I'm sorry, we shouldn't have done that."

"That's not what I'm saying," he told her. "You guys had a point. I'm trying to learn a lesson from you. This place is full of the kind of elitist snobs I think I was turning into."

She asked, "So you don't think I should go here?"

"I'm not saying that. Just, well don't lose yourself. Don't stop being you."

Gwen paused for a moment, surprised by his words. She smiled, assuring him; "I won't."

"Get a room you two." Ben teased, but before either of them could respond their tour guide walked over and introduced herself. For Eddie, it was hate at first sight. Not her fault really. But Eddie saw all that he was trying not to be. So impressed with herself; looking down on people she deemed to be beneath her. He was more thankful than ever that he'd met the Tennysons.

Everything was working out just the way Gwen had feared. Mostly due to Ben, or at least so it seemed. As Gwen was about to vent her rage on her cousin, other problems showed themselves. The circus freaks that Ben had told him about...And Ghostfreak, no longer attached to the Omnitrix.

After the first fight they went to the rustbucket for some plumber tech.

"We can't see Ghostfreak, but we can find him with this." Max showed them a handheld device.

"What's that a PKE meter?" Eddie asked.

Max chuckled. "Something like that. And we'll need this...Sun Gun, it's exactly what the name implies."

They didn't have to wait long to find Ghostfreak and his new minions. The alien ghost tried to possess Ben but failed. He went for another body to protect himself from the sun gun. The spectral alien used the circus freaks to fight Ben, but Ben knew how to handle each of them. Then Ghostfreak threw a curve ball. He took control of Gwen; forcing Ben to put down the sun gun or he would leave Gwen's body as she was plummeting to the ground.

After a long battle, the freaks, ghost and otherwise, were defeated. And Tiffany made it clear that Gwen was not going to be attending Bancroft.

"You don't need this stupid school to prove you're smart. You think any of these eggheads could take down those circus freaks?"

Gwen smiled and rushed over hugging her cousin. "That's the nicest thing you've ever said to me Ben." With that she gave him a peck on the cheek.

Ben tried to recoil in revulsion but couldn't hide a slight smile.

"You guys can stop pretending to hate each other," Eddie said, "No one's buying it."