It was supposed to be a normal walk through Central Park, even though Ben couldn't remember how or why they were back in New York. He and Trixie had been minding their own business, not questioning Gwen or Grandpa Max's strange disappearance, when someone suddenly cried out. Ben went for the Omnitrix; was it another bad guy on the loose? Had Vilgax returned? Or the Forever Knights?
It was none of those, unfortunately, to Ben's disappointment. It was just a dumb kid who had climbed to the top of a tree to et his frisbee back, only to realize too late that he had climbed too high.
"Help! I can't get down!" the boy screamed.
"Just jump!" Trixie yelled exasperatedly. "It's only a ten-foot fall! The worst that can happen is you cause permanent damage to ankles and kneecaps!"
"Whoa, when did you get so dark?" said Ben, taking a step back.
"Am I not always like this?" said Trixie shrugging. "Now hurry up and change into one of those aliens of yours, Ben."
"Did you just call me 'Ben?'" asked Ben strangely.
"Just move it!" Trixie snapped, acting oddly out of character.
"Okay, okay, geez," said Ben, raising his hands defensively.
He activated the Omnitrix and slammed down the faceplate, exploding in the usual green glow. When the light faded, he had transformed into an alien he had never used before; it looked like one of those Vulpimancers Phil had released a while back. For some reason, Ben didn't even question how or why he got a new alien. He just started climbing the tree like it was normal. When he reached the branch where the boy was perched, he started freaking out. What else would you expect when faced with a drooling, vicious-looking attack dog alien?
"It's okay," said Vulpimancer-Ben, somehow able to speak perfect English even though the species possess no audible functions. "I'm here to get you down."
"I don't want to get down," the boy suddenly spoke it a soft, raspy voice. When he turned his head around, a single hauntingly-purple eyes took up the majority of his face. "I want out!"
Vulpimancer-Ben let out a startled yelp and backed away. All at once, the environment started morphing around him. Everything faded into darkness except for the tree branch, which transformed into a sickly-gray claw, curling inward closer to Ben.
"Leave me alone!" cried Ben.
"You can't get away from me," the 'tree' behind him turned deathly-pale as well and the same purple eye popped open, staring him down. The claw successfully snagged Ben, squeezing the life out of him. "Always the hero. What a waste of potential."
Now that he was far enough away, Ben could make out the creature that had ensnared him. It was Ghostfreak! Only there was something different about him. Something dark…evil, even….
"You want to be useful?" Ghostfreak hissed. "Get me out!"
Ben screamed in pure terror…until he hit the floor with the back of his head.
Grimacing from the throbbing in his skull, Ben sat up and looked around wildly. He was still in the Rust Bucket, and judging by the darkness beyond the windows, it was the dead of night. Gwen and Trixie were sleeping together in the bottom bunk in the back of the RV (Trixie was stiff as a board while Gwen was hugging her pillow lie a plushie.) Grandpa Max was out cold on the couch, snoring loud enough to wake the dead.
But most importantly, Ghostfreak was nowhere to be seen. It was just a nightmare…one that was likely to keep Ben awake for the rest of the night….
And he was right – Ben didn't sleep a single wink last night.
The Tennyson family hit the road early in the morning like they usually did, but the Omnitrix user couldn't bring himself to look forward to another day of adventure. He was too busy yawning the whole way. It got to a point where even Trixie started to get concerned when her partner kept staring out the window, unfocused and mouth hanging open like a zombie.
"Benjamin…Benjamin…," Trixie tried calling, but elicited no response.
"Earth to dweeb!" said Gwen impatiently, hitting her cousin over the head with the pamphlet she had been perusing for the last half hour. At least it worked; Ben finally snapped out of his stupor. "Clean the wax out of your ears!"
"You okay, son?" Max asked concerned from the driver's seat.
"Ah…yeah," said Ben exhaustedly. "I guess I'm still just a little weirded out by that Ghostfreak nightmare."
"Well, what do you expect when you wolf down two mega enchirittos for a midnight snack?" Gwen scoffed, going back to her pamphlet.
"It could mean something," suggested Trixie. "Remember when Ben had those dreams about Vilgax before he attacked us. It could be a similar situation."
"Or it's just Ben's wild imagination – again," said Gwen dismissively. "I'd rather focus on our upcoming visit to Bancroft." Without warning, Ben reached over and snatched the pamphlet out of her hand. "Hey!"
"Why do you even want to go to this stupid school?" Ben scoffed, looking over the brochure himself. "It's full of nothing but snobs and posers."
"Bancroft Academy is one of the top schools in the country," Gwen argued.
"Yeah, for snobs and posers," Ben repeated.
"I don't understand why you even need to go to school, especially one that will put you in financial debt for twenty years," Trixie commented, reaching over and taking the pamphlet herself. "There isn't anything they can teach you that you can't learn on the internet. Collages and private schools are just scams to trick people out of their money."
"See, she gets it," said Ben, smirking at his cousin.
"I'm warning you two," said Gwen threateningly, roughly tearing the brochure out of Trixie's grip. "You'd better not do anything to embarrass me on the tour of the campus."
"Don't get your shorts in a twist," said Ben, rolling his eyes. "I'll be on my best behavior."
"And I'll be there for damage control," said Trixie.
"…I knew we should've left you in Townsville...," Gwen groaned.
Ben was just waiting for the moment when he and Gwen were alone so that he could tell her, with glee, "I told you so."
Bancroft was every bit as pretentious and stuck-up as they imagined it would be, and even sometimes more to the point it was almost cartoonish. Every student present in their academy uniforms were rich, upper-class types that literally turned their noses up the very second the Tennysons waled through the doors, almost like they could smell their foul, middle-class stench.
And their campus tour guide, Tiffany, was the same. She gave the Tennysons a look like they were something undesirable and could believe someone as important as her was reduced to guiding these…commoners. Trixie suspected that she was only doing it because she needed credits – Tiffany seemed like the type who had more money than brains.
"…and recently, Bancroft Academy was awarded the prestigious solid gold Minkov Trophy for top-rated prep school on the east coast," Tiffany boasted, again. "So you can see why we're very picky about who we admit."
"Is that anything worth bragging about?" commented Trixie. "Gold isn't even worth much in this day and age. Now if it was platinum, that would be different."
Tiffany shot Trixie a spiteful glare and continued, "So many delude themselves into thinking, they are Bancroft material. It's so sad."
"W-well, I have a 4.2 GTA," said Gwen frantically, counting off with her fingers. "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."
"And a superhero," Ben added, until Gwen stepped on his foot. "Ow! What?! I was being helpful!"
But if Tiffany noticed his last remark, she didn't let on. She just gave them a bored look, forced a obviously fake smile and said, "How nice for you."
Gwen slumped in disappointment; Ben chuckled under his breath. They started to move on when Ben suddenly stopped. He heard something whispering in his ears; a soft raspy voice.
"Ben…."
The young boy looed around frantically, his heart running a mile a minute. The Ghostfreak nightmare was still fresh in his mind and felt lie he was suffocating. For a split second, he thought he saw a shadow shoot through the sky like a bullet, flying past the flag pole toward the school clocktower.
"Ben…."
"Do you have a question," Tiffany spoke up in her snobby tone of voice, snapping Ben out of his panic. He needed to think of something quick. Not only because he didn't want to look crazy, but also because he did promise to be on his best behavior. As much as he didn't like this place, Gwen clearly did, and he wasn't going to ruin it for her.
"Uh, yeah," said Ben, quickly shifting his attention around at the other students in uniforms. "Why're there so many kids here during vacation?"
"Attending our prestigious summer school session," answered Tiffany, once again putting on a tone of superiority while trying her hardest to leave them behind.
"Summer and school," Ben scoffed, catching up to his family. "There's two words that should never be used together." Gwen shot him a nasty glare. "What?"
Tiffany led them through a narrow corridor with arched pillars. Every few steps, they walked under the pillars' shadows before their own reappeared on the wall. But as they walked, Ben thought he saw his shadow had transformed into a tall and slender silhouette. But when he did a doubletake, his shadow looked the same as it ever did. Ben rubbed his eyes fiercely; he must be more tired than he thought.
"Get it together, Ben," he muttered to himself. "You're just sleepy, that's all…."
Ben ran to catch up with the others as they entered one of the rooms. Judging by the number of beakers, test tubes, and jars of chemicals, it must be a science lab.
"And this is out science lab," Tiffany announced. Called it, Ben thought. "Bancroft Academy boasts the latest equipment in every scientific field."
"Is that supposed to be an electron microscope?" asked to the bulky machine screwed into the wall. "Seems pretty outdated. My online forum friend, Dexter, has one that's a tenth of its size and can search for new microorganisms in the microverse."
If looks could kill, Tiffany would've murdered Trixie a hundred times over.
While the human Omnitrix was humiliate the stuck-up rich snob, Ben wandered around the science lab, looking at all the chemistry equipment like a curious boy would. But when he stopped in front of a beaker boiling on top of a burner, the liquid inside suddenly started bubbling furiously and that purple eye appeared in the fluid.
"Let me out!"
"Leave me alone!" Ben cried and slapped the beaker off the table.
Naturally, everyone was going to notice Ben freaking out. The beaker smashed on the floor and spilled the chemicals at Tiffany's feet; the snooty prep schooler shot him a look of disdain while Trixie and the Tennysons were in shock. Ben didn't usually fly off the handle like that without a good reason. Gwen tried to salvage the situation with a fake laugh while through her arm around her cousin's neck in a subtle attempt at strangling him.
"That's my cousin," said Gwen anxiously. "Always kidding around."
Just when it looked like it couldn't get any worse for them, all the burners suddenly came to life and their highest temperatures. The chemicals inside their beakers reached their boiling points and shattered, splashing shards of glass everywhere.
"Ben, what are you doing?" said Max.
"I didn't do it!" said Ben nervously. "It was Ghostfreak!"
And to rub salt in the already festering wound, the alarm suddenly went off and the sprinkler kicked on. One sprinkler…directly above Tifffany's head. With the look she was giving them right now, the Tennysons would die painfully for the next twenty lifetimes.
"This is not going to look good on your application," said Tiffany scathingly. "Bancroft is a no freak zone."
Tiffany stomped out of the lab, dripping wet. Gwen desperately chased after her.
"I am so sorry about my cousin!" cried Gwen, catching up to the snobbish girl. "A-actually, we're not really related. I think his parents found him at a zoo or something."
"Wow, that's low even by her usual standards," Trixie commented as she, Ben, and Max stepped outside.
"Ugh…at BA, it is as important who you are as what you've done," said Tiffany insultingly, leering at Ben. "You know, as a person from a quality family."
And with that final scathing remark, the snob waled away before Gwen could get a word in. The redhead gritted her teeth and clenched her fists as she rounded on her cousin, ready to sock him in the face.
"Benjamin Kirby Tennyson, I'm gonna – "
Whatever she was threatening to do was cut off when they heard a loud crash coming from the gymnasium on their right. Seeing a chance to escape punishment for a crime he didn't commit, Ben quickly said "I better check that out" and ran like a bat out of hell.
"…We're gonna follow him, right?" asked Trixie.
"Obviously," said Gwen angrily. "I still need to punch him in his stupid face."
The first thing Ben saw when he entered the building was the broken trophy case on the opposite wall. Someone had already taken a few based on the empty space in the dust on the shelves. Now the question was, is the thief still around or had they already made their escape.
That question was answered quickly when he heard a man screaming through the double doors on his left, mixed in with several female voices laughing. And, unfortunately, Ben recognized one of them.
When he opened the doors into the basketball court, he spotted the school's security guard plastered to the wall by a splattered of familiar red-and-black goop. When Ben looked around, his eyes fell on three punks decked out in Symbiote armor in the three primary colors. And the recurring villains spotted him too, having heard the door opening.
"Rojo!" Ben shouted, pointing dramatically at the gang leader in red. "And…those other two!"
"Amarillo and Azul!" snapped Amarillo indignantly.
"And you said this was going to be an easy job," Azul glared accusingly at her girlfriend.
"Relax, don't get your symbiote in a twist," said Rojo nonchalantly, taking a few steps forward closer to Ben. "Honestly, I was hoping we'd run into you sooner or later. Skaath won't stop whining in my ear about how we need to get that watch off your wrist." She waved her hands, transforming them into a pair of battle axes. "You just saved us the trouble of having to hunt you down."
"I've already kicked your gang's butts once before," said Ben. "And I kicked yours personally twice."
"You know what they say," said Amarillo with a sadistic grin. "Third time's the charm."
"A little Heatblast action should light a fire under you freaks," said Ben as he activated the Omnitrix and slapped down the faceplate.
But when the transformative green light dimmed, Ben looked at his hands and realized he had transformed into –
"Ghostfreak?" he hissed apprehensively. "I didn't pick you."
"Oh look, a floating sheet," Rojo cackled.
"Wait, Rojo," Skaath the symbiote whispered in his host's ear. "There's something familiar about this alien."
"Whaddya mean?" Rojo asked curiously.
They didn't get into further discussions because Azul had taken the initiative of ripping off a section of the bleachers with her bare hands and throwing it at Ghostfreak, who raised his arms protectively over his head. Amarillo then morphed her arms into a pair of oversized swords and chopped the broken benches like she was cutting an onion. When she was finished, all that was left was a pile of julienned wood.
"Hah! We ain't afraid of no ghost!" Amarillo laughed at her own joke. "Get it? I was making a cultural reference."
"We get it," said Azul, crossing her arms, looking unimpressed.
Rojo was the only one who didn't seem to think the fight was over. If it was that easy to kill the kid, she would've done it the first time. To her dismay, she was right. Ghostfreak's intangible form appeared from the rubble, completely unharmed and leering at the symbiote gang. But there was something off about the way he was looking at them, Rojo thought. It was…malicious…evil.
"You should be…," Ghostfreak rasped.
Meanwhile, Trixie, Gwen, and Max finally decided to make an appearance after Ghostfreak lunged at the Symbiote gang.
"It's Rojo and her goons!" said Max. "We have to help Ben – "
The retired Plumber trailed off as Ghostfreak turned intangible when Rojo took a swing with her axe, then disappeared beneath the floor. He reappeared underneath the red Symbiote villain, using the mat beneath her feet to throw her into the back wall. And for good measure, he threw the mat at Rojo's face with unnecessary force. The red leader collapsed on the ground with a groan, but at least she had the mat to cushion her fall.
Azul ran up behind the Ectonurite, her hands modified into a pair of heavy hammers. But Ghostfreak made himself intangible before she could swing, passing harmlessly through the blue criminal. When Azul swiveled around to face him, Ghostfreak was gone; he had turned invisible. The blue criminal looked around suspiciously, not realizing that her opponent was floating behind her until he slipped his claws through her skull. The attack caused Azul to cry out in horrible agony, he eyes practically bulging out of their sockets, until Ghostfreak relented and released her. Azul collapsed on the ground, completely unconscious.
Now it was Amarillo's time to step up. The yellow crook swung her swords at the Ectonurite…and predictably passed through him.
"…Should've seen that coming,"
Ghostfreak grabbed Amarillo by the head and smashed her face against the floor…then he did it again…and again…and again six more times until she had lost consciousness. Max and Gwen were understandably horrified by the level of brutality that Ben was displaying; Trixie looked more confused than concerned.
"Something's wrong," said Max. "I've never seen Ben so vicious."
Gwen ran forward and confronted Ghostfreak, yelling, "You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here?!"
"That's what you're worried about?" said Trixie, dumbfounded.
"Ben, answer me!" Gwen demanded.
Ghostfreak turned slowly toward Gwen, staring at her unblinkingly. Gwen felt a terrible chill run up and down her spine as he leaned forward and breathed in that hauntingly raspy voice.
"Ben isn't here…."
Ghostfreak raised his claw to strike Gwen, unaware of her Lucky Charm activating to her defense. During Azul and Amarillo's earlier rampage combined with Rojo being slammed against the wall, one of the florescent lights on the ceiling became unhinged. It was only at this very moment that the lamp finally broke off and fell on top of Ghostfreak. As he was unaware of it, the Ectonurite did not turn intangible in time before it slammed on his head. And, for some strange reason, the bulb seemed to burn Ghostfreak's skin, causing the specter to shriek and flail. Rojo, who had gotten back to her feet, took advantage of the distraction and punched Ghostfreak across the gym with an enlarged and spiked fist.
"Now might be a good time for a strategic retreat," Skaath suggested.
"You won't hear me complaining," said Rojo.
The red leader extended her arms, grabbing her fallen partners, and carried them out of the gym before Ghostfreak had a chance to recover. The Ectonurite shook his head free of his brief dizzy spell and glared at the Symbiote gang's retreating forms.
"Guess they didn't learn their lesson," Ghostfreak hissed before giving chase.
"Gwen, are you all right?" Max asked, approaching his granddaughter once Ghostfreak was out of the room.
"Am I all right?" said Gwen. "What's wrong with Ben? He's totally lost his mind."
Ghostfreak chased Rojo and her gang out to the main plaza, his claws stretching like he was prepared to strangle them. But before he could reach, the Omnitrix began to beep and flash red, indicating that the timer was about to end. Ghostfreak suddenly looked around desperately and took cover in the shadow of the archway corridor.
"No! I'm not going back!" Ghostfreak yelled.
The timer reached its end and Ghostfreak exploded into red light….
Ben let out a sigh of sweet relief, happy to be himself again.
"Man, I'm glad to be rid of that freak," Ben said to himself.
"Aw…and I thought we were close…."
Ben exhaled a startled gasp and took a step back. Somehow, someway, Ghostfreak was hovering in the air above Ben, no longer contained without the Omnitrix.
"So nice to finally meet you…face to face," Ghostfreak hissed in his hauntingly raspy voice.
"This…can't be happening," said Ben nervously. "You can't be you! I'm you!"
"I was never you!" Ghostfreak proclaimed in outrage. "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 grunted with effort as he shredded the thin layer of skin that concealed his true form. His new body was purplish-gray with jagged black lines, foot-length black claws, black and white tentacles exposed from his chest, and an upside-down skull with uneven teeth and a single purple eye.
"Yeesh, I thought you were ugly before," Ben grimaced. "What do you want?"
"I need the power of the Omnitrix to make me whole again," said Ghostfreak, floating closer to Ben. "I can only do that by taking over your body. Now let's see how you like being trapped inside someone else."
Ben backed away outside, covering her head with his arms as Ghostfreak reached out for him with his lethal claws. But when his hand stretched out into the light, his skin hissed and started smoking like it was burning. Ghostfreak screeched and pulled his hand back. The Ectonurite retreated into the shadows and disappeared through the wall.
When it seemed like Ghostfreak was gone, Ben immediately turned tail and ran, only to bump into someone after a few steps. The young boy screamed in a fright, his heart a thousand beats per second, but soon calmed down when he realized it was only his grandpa. Trixie and Gwen were behind him, looking crossed between worried and thoughtful.
"Ben, take it easy," said Max, concerned. "You look like you've just seen a ghost."
"More like a Ghostfreak…," Ben moaned.
Ghostfreak appeared on the opposite side of the building in shadow, positively infuriated. He was unaware that he possessed such a cliché vulnerability to sunlight. Then again, his home world did not have a sun, so there was no way of knowing. Still, this presented a problem. He couldn't venture out in the open as long as the sun was up. He needed to possess someone to shield himself from its harmful rays. Fortunately, one such opportunity presented itself.
A lonely tuba player was practicing in the where no one could see him. Made sense, Ghostfreak thought. Only thing more unpopular than nerds were band geeks. Ghostfreak had no trouble gliding up to the bushy-haired loser and taking control of his body, bestowing him with his ghoulish-purple eyes.
Ghostfreak manipulated the boy to approach the edge of the shadows, stopping just short of the sunlight. He extended the boy's hand out into the open. It didn't burn. Perfect.
"I guess these frail human bodies are good for something after all," the band geek spoke in Ghostfreak's voice, and walked across the plaza without anyone the wiser.
Meanwhile, Ben was running around Bancroft, searching every room like a madman. Well, at least he knew Ghostfreak wasn't in the supply closet.
"Ghostfreak's gotta be around here somewhere," said Ben determinedly, closing the door and continuing his search.
"He's looking for himself?" Gwen whispered to Trixie as they followed her cousin closely.
"He says he's been alive inside the watch this whole time just trying to get out," said Ben, having heard Gwen clearly. "That's why I always felt weirded out when I was Ghostfreak."
"Look, Ben," said Max calmly, "whatever's going on, we'll always be here for you."
"That's right," Gwen agreed. "Even if it turns out you've got a major leak in your brainpan."
"I'm not a wacko!" Ben snapped, angry at her accusation. "Ghostfreak is loose! Trixie, tell them!"
"To tell you the truth, I've been trying to access the Ectonurite DNA for a while with no success," Trixie informed them. "I can't confirm if this means that Ghostfreak has escaped, but the timing of it is suspicious."
"Okay, so the butter hasn't slipped off your noodle," Gwen said to Ben. "But how are you planning on bringing him down once we find him? That alien's pretty tough."
"Sunlight," Ben answered immediately. "He couldn't go into the sun. He had to stay in the shadows."
"What, like a vampire?" said Gwen, quirking her brow. "That's never been a problem when you went Ghostfreak before. Remember when you fought those bounty hunters in the desert?"
"…That's exactly why he needs me," said Ben after thinking for a moment. "Somehow, if we're joined, he'll be whole again. Which means we better find him before sunset."
"I've got a couple of things from my Plumber days that might help," Max offered.
"'How hard could it be to rob a school; it'll be easy money,'" said Amarillo mockingly. "Those were your exact words, weren't they?"
"Shut up!" Rojo snapped.
After getting their butts hands to them by Ghostfreak, Rojo and her gang retreated to an abandoned storehouse on the outskirts of the school to lick their wounds. Rojo had been pacing the room for a while now; Skaath had been usually quiet since their brawl in the gym, and she didn't like it.
"How was I supposed to know Tennyson was gonna be here?" said Rojo defensively. "That kid's not smart enough to go here."
"So what do we do now?" asked Azul.
"I might have an answer to your problem."
Rojo and her gang went on the defensive as the door flung open and shadowy figure appeared at the threshold. The red leader considered turning tail and busting through the wall to escape, but, for some odd reason, Skaath was holding her in place. And judging by the grunts of efforts from her partners, they were having the same problem with their symbiotes.
The shadowy figure stepped forward and turned out to be…a band geek?
"Who the heck are you?" asked Amarillo.
"Silence, human," the Ghostfreak possessed human hissed and turned to Rojo. "A pleasure to see you again, Skaath. You're looking well."
A large quantity of Skaath's symbiote ooze rose from Rojo's shoulder, molding itself into Skaath's face, which sneered at the band geek.
"You have a lot of nerve showing yourself after all this time, Zs'skayr," he spat spitefully.
Ghostfreak – or as he was now known as, Zs'skayr – separated himself from the band geek. The poor loser rubbed his throbbing head, asking himself what happened, when he looked around the room. Between the three alien-powered gangsters and the horrifying ghost monster, his reaction was understandable. And by that, I mean he peed himself and passed out on the floor.
"…Can someone grab my phone?" Amarillo requested. "I wanna post this online."
Azul rolled her eyes exasperatedly.
"Now, now, Skaath," said Zs'skayr in a mocking tone. "I thought you would be happy to see your big brother again."
"You lost the right to call yourself my brother when you abandoned us on Endor," Skaath.
"We were never going to win that battle," Zs'skayr proclaimed. "It was better to flee rather than await defeat."
"Uh, does someone want to tell me what's going on here?" asked Rojo.
"Quiet, Rojo," Skaath said to his host, and then to Zs'skayr. "So, where have you been all this time?"
"Trapped in the Omnitrix, of all things," Zs'skayr answered.
"Hah! So you've been that boy's plaything all this time?!" Skaath cackled. "The First Son of Vilgax bending to the whims of a child! Hysterical!"
"I am not his plaything!" Zs'skayr snapped. "Not anymore. And with your help, brother, we can ensure that he will never be a problem for us or Vilgax ever again."
"It would serve me right to cut you down where you stand," said Skaath, glowering. "However…the boy takes priority. If it means getting rid of Ben Tennyson and bringing the Omnitrix to father, then I can continue to stomach your existence."
"Aw, that's the nicest thing you've ever said to me," said Zs'skayr sarcastically.
"Hey, don't we get a say in this?" Azul questioned.
Zs'skayr turned his gaze slowly on the blue crook and lunged forward, slipping inside her body. Azul's body twisted and contorted violently, then was suddenly thrown around the air like a puppet on string. She was slammed against the rafters, a shelf, and hit the wall with her face before Zs'skayr decided to relinquish her hold. Azul slumped to the ground, groaning in pain, and Zs'skayr leered down at the other two symbiote warriors.
"Any other questions?" Zs'skayr hissed.
"Uh…when do we start?" Rojo answered nervously.
Night had fallen over Bancroft and the Tennysons hadn't found any trace of Ghostfreak or the Symbiote trio, even with Max's weird alien doohickeys.
"We've been at this for hours?" Gwen complained. "If Ghostfreak crashes the campus, I'll never get admitted."
"You're still on that?" Trixie groaned, rolling her eyes. "Gwendolyn, you are way too smart and gifted for this place. The only thing they can offer you is a criminally large debt."
"Wow, that's the nicest thing you ever said to me," said Gwen, surprised.
"I don't say anything that isn't true," said Trixie plainly.
Max's device made a sharp nose, and said, "I'm picking up some trace spectral activity around that corner," gesturing to the area behind the statue of the school's founder.
"Okay, let me get my game face on," said Ben, activating the Omnitrix and slamming down the face plate. Rath emerged from the green explosion with a ground trembling roar. "Hey, I meant to do that! Let me tell you something Tennyson family! Rath thins he's finally getting the hang of this thing!"
"Using physical force against an alien with intangibility?" said Trixie, quiring her brow. "Seems like a poor choice."
"Let me tell you something, Trixie!" Rath shouted in her face, spraying her face with spittle. "If you're so smart, why don't you show Rath what your plan is?"
"Gladly…," Trixie replied, wiping her face clean. "Accessing Nosedeenian sequence." Her long black-and-green hair stood on end – two of them bending lie lightning bolts – her eyes became solid green, and a perma-smile stretched on her lips. "It's not exactly sunlight, but electricity would be the closest thing. Plus, the Ectonurite's intangibility couldn't seem to work against electric shock."
"Let me tell you something, Trixie!" Rath screamed in her face again. "That is a very good plan!"
"I could do without the yelling…," Trixie grimaced, wiping her face again.
Just then, screaming could be heard coming from the main building of the school and dozens of students were spotted fleeing in terror. But instead of Ghostfreak, it was Rojo and her gang that emerged from the building. The redheaded leader was holding the snobbish girl Tiffany in the air by her collar, though, if Ben were being honest, he was okay with leaving her.
"Let me tell you something, Rojo and you other two girls!" shouted Rath.
"It's Amarillo and Azul!" Amarillo snapped. "It's literally the Spanish version of our colors!"
"Rath doesn't have time for you losers!" Rath continued uninterrupted. "So you better run along before Rath serves up a heaping helping of butt kicking!"
"You better slow your roll, Tony the Tiger," said Rojo, smirking confidently. "The party's just getting started."
"And it's a surprise party," Azul spoke it a harshly raspy voice while stepping to the front. Zs'skayr projected himself out of the blue symbiote warrior, hovering over everyone's head. "Hello, Ben, have you been working out?"
"That's Ghostfreak?" Gwen groaned in disgust. "And I thought he was ugly before."
"That's what I said!" yelled Rath.
"My name is NOT Ghostfreak!" Zs'skayr spat spitefully. "I am Zs'skayr, first Child of Vilgax."
"That makes sense," said Max, glaring. "It always comes back to Vilgax."
"I believe you have something that belongs to me," Zs'skayr hissed.
The Ectonurite lunged at Rath and slithered into his chest before anyone could stop him. Rath seemed to struggle for a moment, swinging his fists as an invisible enemy, before he bellowed out a mighty roar and expunged Zs'skayr from his body. The wicked specter reformed himself on the steps, spitting furiously.
"It seems I cannot merge with your alien forms," Zs'skayr theorized. "No matter. Time is on my side. You will be human again soon enough."
"But we have a surprise of our own," Max declared.
Zs'skayr stared down the retired Plumber curiously as he seemingly pulled out a large handheld device equipped with a giant glass lens from his bac pocket. (Seriously, where did he hide that?) Zs'skayr didn't think of avoiding it; he could just let whatever it is harmlessly pass through him. But when Max pulled the trigger, the weapon shot a concentrated beam of light that connected with Zs'skayr's shoulder, causing it to burn.
"AAGH! Daylight at night?!" Zs'skayr screamed.
"Sun gun," Max replied plainly, aiming at the ghost. "Projects a beam as bright as sunlight."
"Clever," Zs'skayr reluctantly complimented. Max took another shot and Zs'skayr had the sense to dodge this time. "But not clever enough."
Zs'skayr retreated back to Rojo's gang, making a beeline for Azul.
"Not again," Azul complained.
The Ectonurite took shelter inside the blue Symbiote warrior before light of the sun gun washed over her. Azul looked like she was trying to fight off Zs'skayr's control, but she eventually submitted to his stronger will.
"As long as I'm in a host body," said Zs'skayr, "your weapon has no effect."
Zs'skayr assumed control of Azul's body and forced her to charge forward at Wrath, making her knock the Appoplexian off his feet with an uppercut. Rath managed to catch himself in the air, flipping backwards and gracefully landing on his feet. Zs'skayr ran in for another charge, but Rath sidestepped, allowing Azul to run headfirst into the founder's statue behind him. The statue easily broke into a million pieces; somehow Ben got the impression that Bancroft was gonna have a sudden spike in tuition fees.
Azul rose to her feet in a daze, allowing Rath to grapple her from behind and lift her off the ground. He then fell back and slammed the woman's head into the ground. The Appoplexian stood up, grabbed Azul by the scruff, and ran ahead using the Symbiote-powered criminal as a battering ram to smash through a tree and two more statues before throwing her on the ground.
"Hey, that's my girlfriend, you brat!" Rojo shouted, throwing Tiffany to Amarillo and running to help Azul.
She didn't get very far before Trixie zipped in her path; her body coated in arcs of electricity.
"You want to get to him," said Trixie threateningly, "you're gonna have to go through me."
Rojo bared her teeth at the younger girl; she morphed her hands into a pair of giant axe blades and stretched her arms. Trixie dodged the attack with minimal effort, allowing the blades to strike the ground where she previously stood. Rojo dragged her arms and chased Trixie across the courtyard, tearing up the ground behind her. But the human Omnitrix was twenty times faster than Rojo could keep up with and zipped around the square until she was directly behind the redhead. She pressed her hands on Rojo's back and discharged a million volts of electricity into the Symbiote armor. Skaath screeched and ungulated, unable to maintain, and unintentionally allowed the surge to reach his host. Rojo's hair stood on end as the electricity course through her system before she collapsed on the ground.
Meanwhile, Rath had tossed Azul across the square, landing her on the main building stairway. Deeming her a lost cause, Zs'skayr abandoned Azul and took possession of Amarillo instead. She shot a loathing glare at Rath and carelessly tossed Tiffany aside. Fortunately (or unfortunately, depending on your point of view), Gwen ran to intercept and used her body to cushion Tiffany's fall.
Gwen laughed nervously and said, "So…should I turn in my admissions application to the main office, or just give it to you."
"Gwendolyn!" Trixie chastised her.
Rath and Amarillo were on a collision course with each other, but Amarillo suddenly dived and slid between Rath's legs, snaring his ankles with a pair of yellow tentacles. She stood up and pulled, causing Rath to fall on his face. She then swung around and the him across the courtyard like he was a shotput ball.
Rath raised himself up, spitting out grass that had gotten in his mouth, and made a low growling noise. Amarillo warped her hands into swords and leapt at the Appoplexian. Rath stretched his arm and grabbed her by the ankle, pulling her out of the air and slamming her back down. Before she could get back up, Rath performed an elbow drop into her stomach, knocking the wind out of her.
"Let me tell you something, Zs'skayr the Ghostfreak!" Rath shouted. "You can play musical crooks all you want! Rath will kick their butts again!"
"You're right," Zs'skayr admitted, separating himself from Amarillo. He turned his attention on Gwen, who was helping Tiffany off the ground. "Maybe I need a new partner. Someone more interesting for you to battle."
"Gwen, look out!" Rath screamed.
But by the time Gwen realized what was happening, Zs'skayr had already latched himself onto the redhead; Tiffany, the little brat, made a run for it. Rath approached his cousin anxiously; Gwen snapped her head up with an unnerving smile, her normally green eyes now a frightening shade of purple.
"Let's have some fun," said Zs'skayr.
With skills way beyond the capabilities of a ten-year-old girl, Gwen flipped backwards and kicked Rath under his chin. Appoplexian stepped back and brushed off the blow; she was still a kid, after all. Zs'skayr used Gwen to attack Rath with a karate chop, but Rath stepped out of the way. He then tried for a flying kick, but the Appoplexian ducked underneath the extended leg. Back and forth, Zs'skayr used Gwen to attack Rath, but the muscular tiger alien was only dodging instead of fighting back, even though he could end the find out both hands tied behind his back.
Rath soon found himself backed into the wall beneath the clocktower as Zs'skayr charged at him. The Appoplexian stepped to the side, consequently allowing Zs'skayr to run Gwen's body face first into the wall. Gwen fell to the ground in a daze, Zs'skayr's control momentarily waning to briefly allow Gwen to take over her own body again. Gwen blinked the stars out of her eyes, her vision slowly adjusting, and Rath's hulking form soon came into view.
"Ben?" said Gwen, confused. "What are you – "
Zs'skayr immediately regained control and kicked Rath in the face with both feet. He used the Appoplexian as a springboard to throw himself higher onto the tower wall and clung to the surface like a man in red-and-blue spandex. Everyone watched as Gwen crawled her way to the top.
"…How is that even remotely possible?" Trixie was asking the real questions.
Rath pressed his fingers into the wall and climbed after Gwen; Max and Trixie too the more accessible route through the maintenance scaffolding. Zs'skayr pulled Gwen onto the rooftop and Rath climbed up moments later. They faced off one another when a frightening familiar beeping noise reached their ears. Time was up!
"Music to my ears," said Zs'skayr, making Gwen smile wickedly.
Ben transformed bac into his human state, meaning he was now vulnerable to Zs'skayr's possession. The former Ghostfreak stepped forward in Gwen's body, which forced Ben back, when –
"Ben!"
Max and Trixie had made it to the rooftop; the latter's transformation also cancelled out. The retired Plumber tossed the solar weapon to Ben, who snagged it out of the air and pointed it threateningly at Zs'skayr.
"Come on out so I can fry your pale butt!" Ben demanded.
"I have another idea," said Zs'skayr with Gwen's confident smirk. "Drop the weapon and I'll meld with you and take over the world."
"Fat chance," Ben sneered.
An uncomfortably twisted smiled crossed Gwen's lips. Zs'skayr forced her to jump onto the edge of the rooftop, her feet inches away from the edge and the thirty-foot drop to the ground.
"Then you better hope your cousin knows how to fly," said Zs'skayr, forcing Gwen to dangle one foot over the edge to prove his point. "It's your choice, hero."
Ben visibly hesitated, which made Zs'skayr move a few more inches off the building until only Gwen's heels were on the edge. And to make matters worse, Rojo and her gang had recovered and climbed onto the other side of the rooftop, presenting their organic weapons in a threatening manner.
"Better choose quickly," said Zs'skayr cruelly. "Or the next sound you hear will be your cousin's screams as she takes a big dive."
He didn't want to but he had no choice. Ben reluctantly dropped the sun gun. The moment it clattered on the floor, Zs'skayr exited from Gwen's body. Gwen threatened to fall over, feeling wea from Zs'skayr's possession, but Trixie moved forward and grabbed her arm, pulling her to safety. Zs'skayr prepared himself to dive into Ben's body, but not before issuing one final order to Rojo and her gang.
"Kill the old man and the redhead," he commanded. "But keep the other girl alive. She could still be useful."
"We had a deal, you Halloween reject!" said Ben, outraged.
"You had a deal with me, not them," Zs'skayr hissed.
The Symbiote trio surrounded the Tennyson, laughing like stereotypical cartoon villains. Trixie slowly stepped away from them while concealed her right arm behind her back, which steadily started to rise in temperature.
Meanwhile, Ben subtly directed his gaze at the sun gun lying on the floor. If Ghostfreak wasn't going to play fair, he thought, then neither was he.
He started to run for the solar weapon, but Zs'skayr had already caught on to his plan. He grasped Ben's shoulders and started the melding process, which seemed a lot more painful that all his other possessions; he must have been doing it intentionally. As the melding was starting to take place, a bolt of green electricity suddenly erupted from the Omnitrix.
"What's that?!" Gwen cried in a panic.
"It's the Omnitrix's self-defense protocol," Trixie explained, though she looked surprised herself. "If the wearer's life is in danger, the Omnitrix will initiate an instant recharge."
Just like Trixie said, the Omnitrix changed from red to green even though he had already timed out a minute ago. Ben wasn't going to complain; Ben slapped down the faceplate as Zs'skayr started to dive into his skull.
There was the usual flash of light that came with the transformation sequence. But when everyone looked back, Zs'skayr was the only one who remained.
"Together again," said Zs'skayr victoriously. "Just like old – "
The Ectonurite's grand speech was cut short when he suddenly started choking. He clutched his throated and coughed harshly like he had a fly stuck in his throat…which wasn't too off the mark when Nanomech suddenly flew out of his mouth, covered in spittle.
"Ugh, that's enough to make me gag, too," Nanomech complained.
Rojo's gang was distracted by the oddity of Ben new transformation that none of them noticed Trixie's hair suddenly catching fire. The human Omnitrix jumped up and pressed her magma-infused hands on Amarillo's face, making the blonde fall backwards, screaming and writhing on ground. In the midst of the confusion it caused, Max too the opportunity to flip Azul over his shoulder onto her back, and Gwen performed a spinning jump kick across Rojo's face, forcing the leader to her knees. With the Symbiote trio momentarily incapacitated, the Tennyson sprinted to the rooftop door and escaped inside the building.
"You are all useless!" Zs'skayr screamed furiously.
Zs'skayr returned his attention to Ben, barely able to spot him due to the florescent flow of his wings. The microscopic hero was fleeing inside the school's clocktower, slipping through a crack in the bricks. Zs'skayr turned intangible and was halfway through the wall when he pointed back at Rojo's gang.
"Get them!" he barked.
"Don't worry," Rojo growled, rubbing the spot where Gwen kicked her. "They're going to get what's coming to them."
"Just keep the Omnitrix girl alive," said Zs'skayr. "She's useless to us if she's dead."
Zs'skayr fully phased through the wall into the clocktower. The inside of the building was concealed in pitch darkness due to the thick sheets covering the windows and there were hundreds of places a centimeter-high hero would hide.
"Run all you want!" Zs'skayr hissed. "It's only a matter of time before I find you!"
Rojo and her gang shouldered their way through the double doors into the school kitchens. They knew the Tennysons had come this way based on traces of soot Trixie unintentionally left behind.
"Spread out," Rojo ordered. "They're in here somewhere."
The gang split off in different directions; they've obviously never seen the Home Alone movies.
Amarillo was the first to come across the refrigerator, more interested in the fancy deserts inside rather than the retired Plumber hiding around the stove behind her. Max tiptoed quietly behind the yellow Symbiote warrior as she stuffed her face with a fancy jell-o mold, swallowing the whole thing in a few bites. When she had finished eating, she closed the door and just noticed Max's reflection in the glass at the last second.
Amarillo turned around, but Max delivered a solid right hook across her face, knocking the woman off her feet. While she was dazed by the blow, Max ran around the counter and came across the walk-in freezer. He opened the heavy metal door right as Amarillo came around the corner, holding her throbbing temple. The blonde criminal snarled, converting her hands into swords, and charged at the elderly man. But Max was more flexible than he looked, being able to fall on his back and kick Amarillo over his head, sending her flying into the freezer.
The yellow Symbiote host crashed into the shelves, dropping piles of fresh produce on her head. Max got back to his feet and closed the door before Amarillo had a chance to recover. After locking the door, he waited silently. A few seconds passed before he heard Amarillo try to break down the door with no success. She was trapped.
While her grandfather was facing down Amarillo, Gwen was hiding behind the shelves of canned food, hoping the Symbiote gang would pass her unnoticed. Unfortunately, Rojo stopped in front of her shelf and chopped it down the middle with her hand axe.
"Looks like it's just you and me, princess," said Rojo tauntingly.
"Bring it on, goo freak," Gwen challenged.
As Rojo raised her bladed hand for the killing blow, Gwen's Lucky Charm activated under her shirt.
Gwen ducked beneath Rojo's swing, causing her to slice a fire extinguisher that had been on the wall behind her. The red leader cut through the container, which caused a wave of foam to fly out and cover Rojo from head to toe. Rojo stumbled backward, her eyes blinded by the foam, and fell on the ovens, accidentally turning them on with her elbow. The burners flicked on and roasted Skaath's oozing body; the Symbiote screeched and couldn't maintained his armored form around his host. And without Skaath to protect her, Rojo was defenseless against Gwen's frying pan attack to the face.
Rojo fell to the floor unconscious while Gwen stood over her in a gloating posture. Her victory, however, was short lived as Azul appeared around the corner, likely drawn by Skaath's painful cries. Gwen had no time to defend herself; Azul backhanded the girl onto the floor into a couple of storage boxes. The blue Symbiote warrior e tended her arms and wrapped them around Gwen's torso, lifting the young girl off the ground and slowly tightening her grip.
Azul suddenly felt something wet splash against her feet. She looked down; a giant bucket with the word "grease" was spilled all over the floor. When she checked to see where it had come from, she noticed Trixie standing on the edge of the grease pool…with a tiny flame on her fingertip. Unlike her partners, Azul had a high school education and was smart enough to know what happened when you combine grease with fire. She dropped Gwen and held her arms up in surrender.
"Smart girl," said Trixie, blowing out her flame.
Zs'skayr was beyond the point of annoyance. He searched the clocktower catwalks without a trace of Nanomech to be found; not even a sign of his florescent wings. He must be moving on foot to avoid detection, Zs'skayr thought. The boy was clever, he had to give Ben that.
Nanomech was actually much closer than Zs'skayr had realized, taking shelter behind a box of tools underneath pile or bricks and mortar. The school must be doing renovations for the clocktower. Zs'skayr poed his head through the bricks and Nanomech hid behind the hammer before he was spotted. When he didn't see Ben, Zs'skayr pulled back. Nanomech sighed in relief…until the Omnitrix logo started flashing red.
"Oh no, not now," Nanomech moaned.
Zs'skayr spun around when the red explosion went off and discovered Ben kneeling on the ground directly behind him.
"Stupid watch!" Ben complained. "Whose side are you on?!"
Zs'skayr glided after his pray, who tried to make a run for the opposite end of the tower. Unfortunately, there was no place for his to escape while in his human form, and the Omnitrix was in cool down mode again. Ben had a feeling that it wasn't going to give him an instant recharge a second time.
Ben tried getting away by jumping over the railing to the lower level. That was a really stupid move because he was fifteen feet above the next floor and it was a miracle he didn't break his legs when he landed. The worse that happened was that he scraped his arms and bruised his knees when he rolled into a landing. Zs'skayr was obviously able to keep pace thanks to his ability to float.
Ben made another run for safety, trying to ignore the screaming pain in his legs. He narrowly dodged Zs'skayr's claws when the Ectonurite took a swing at him, but ended up running into a toolchest when he wasn't watching where he was going. All the tools spilled out on the floor; Ben desperately picked up a hammer and swung at Zs'skayr, who casually let the tool pass through him. The wicked specter grabbed the boy's arm with his tentacles and threw him to the other side of the tower, landing him underneath one of the curtained windows.
"Thinks of it, Ben," Zs'skayr hissed. "With the power of the Omnitrix, and your DNA, I will be unstoppable!"
Ben rose to his hands and knees when something bright flashed in his eye, making him wince. There was a light shining through the gap in the curtains. It was sunlight! Morning was here!
"Time you saw the light, freak!" Ben shouted defiantly.
Ben leapt forward and ripped the curtain off the window, allowing the sunlight to wash over Zs'skayr. The Ectonurite screeched, his body smoking as his flesh began to blacken. He tried to flee into the shadows, but Ben was already ahead of him. He ran around the tower, ripping off the curtains one after another until the sun shined over every inch of the building. Zs'skayr skins burned with white-hot fire as his screeching reach a higher octave, his body turning black as charcoal. He writhed in agony before his form crumbled into harmless ash.
Zs'skayr was dead – as dead as a ghost could be, anyway.
Ben leaned against the wall and slumped to the floor, relieved that the long night was finally over.
A few hours later, the police received an anonymous call about Rojo and her gang being captured at Bancroft Academy. Lt. Steel and his SECT soldiers were called in to contain them due to their special abilities and he wasn't remotely surprised that Ben and his family were on the scene when it happened. But Lt. Steel made no attempt to capture or contact them, simply pretending they weren't there and gave Rojo's gang his undivided attention. And for that, Trixie was grateful.
Too bad the same couldn't be said for that brat Tiffany. Even after the Tennysons saved her life and the school, she still had the nerve to turn her nose up at them.
"Ugh, something tells me I'm so not getting into Bancroft Academy," Gwen moaned in disappointment.
"Tch, you don't need this school to prove your smart," Ben scoffed. "You think any of these posers could've brought down Rojo and her gang? If they don't you at their dumb school, that's their loss."
"…Yeah, I guess your right," said Gwen gratefully before hugging her cousin. "Thanks, Ben."
"Whatever…," Ben pretended to roll his eyes, but found himself smiling all the same.
Next chapter: The Ultimate Weapon