Ben sighed happily as he reclined against a tree enjoying the bright summer day as he watched his partners have fun in the park, split into even teams of five for some soccer.

Armizon, Heart's Fire, Stingwing, Cerebra and Ripjaws vs Crystal Knight, XLR8, Pinball, Ultra-T and Wild-Gal. Their uniforms seemed to be a size too small, but Ben shrugged this off. They always wore clothes that seemed tight anyway.

Maybe he should join in, help the side out that's losing-

Wait.

Where was Scream Queen?

Hearing the sounds of someone in distress coming from the treeline nearby, Ben went to investigate. It didn't take long before he discovered the source of the noise, as he found Scream Queen violently thrashing in place whilst holding her head.

"Scream Queen!" sprinting to her side, he tried to steady her as she looked at him with…fear?

"Don't worry, I'm here to help." he said, trying to ease her discomfort. Growing concerned as her head went limp.

Reaching out to check on her he flinched back as her hand snapped up and grabbed his wrist "How sweet…" came a raspy male voice.

"S-Scream Queen, what-" Ben gasped as her head twisted around to face him while still hanging low.

"But who will help you?"


"SCREAM QUEEN!" Ben sat up in his bunk, breathing hard as he slowly realised what had happened.

"Ugh. B-Ben? (Yawn) Is everything alright?" Max asked blearily as Gwen, grumpily, sat up from her bed.

"I-I'm alright. It was…just a nightmare" he replied quietly, not sounding as confident as he would have liked.

Hearing him so down, Gwen looked over from her bunk to talk with him "What was it about?"

"I was at a park and I heard this weird moaning noise from the trees, so I went to investigate and I found Scream Queen-"

"Ok, nevermind. I don't want to know" Gwen suddenly cut in, looking like she was going to be sick "If you keep going, you'll give ME nightmares"

Ben looked to Max for his thoughts, only to find him refusing to meet his eyes "I-I wouldn't worry about it too much, Ben. Try and get some sleep, we've got an early start tomorrow to catch the tour"

Unconvinced, but seeing that his family weren't overly concerned, Ben reluctantly lay back down and tried to get back to sleep. Casting one last look at the watch before he closed his eyes.

"I'm just being dumb" he thought "She's a superhero. What could happen to her?"


The next morning, Ben sat at the table staring out the window with a bored expression. He was so lost in his thoughts that he failed to notice Max calling for him, only reacting when Gwen smacked him across the head with a large brochure.

"Ow! What was that for dweeb?"

"Clean the wax out of your ears" she sniped, going back to reading the brochure as Max looked back from the driver's seat.

"You ok Ben? You've been out of sorts all morning" he asked, concerned as Ben slumped back into his seat.

"Just…still weirded out by that Scream Queen nightmare" he admitted, looking down at the watch "Maybe I should just check on her-"

"Oh no you don't!" Gwen snapped, slapping his hand away "I don't want any of your dumb pranks, or your ''partner's' flirting, messing things up today"

"They DON'T flirt" Ben scowled as he snatched away her leaflet "Afraid I'll embarrass you in front of your nerd school?" he gave the material a bored look "Bancroft Academy. Bleh! Why're you so excited for this? It's a boring school for stuck up snobs and posers"

He was suddenly yanked forward by his collar "Benjamin Kirby Tennyson!, If you do ANYTHING to mess up my chances, I'll make you wish you were fighting Vilgax again. AM I CLEAR?"

Ben wisely agreed.


As they entered the academy's courtyard, Ben was already bored out of his mind. Everything about this place just screamed 'dweeb'.

And to make it worse, they must have gotten the most stuck up snob in the entire school as a guide.

"And recently, Bancroft Academy was awarded the prestigious solid gold main-cup trophy for being the 'top-rated' prep school on the east coast" Tiffany ("Even her name sounds stick up" Ben thought) explained proudly "So you can understand why we're so…selective, with who we admit"

She sighed dramatically "So many people delude themselves into thinking they're Bancroft material, it's so sad"

"Well, I have a four point two grade GPA, I'm president of the computer club, treasurer of the science society, volunteer at many local charities and I'm a member of my school Jiu-Jitsu team" Gwen listed off, eager to make a good first impression.

Tiffany's flat, unimpressed stare caused her to wilt "How nice for you" she replied, insincerity dripping from every word.

Ben frowned "I thought it's be funny seeing Gwen get out dweeb'd, but this girl's such a stuck up bi-"

"Ben"

Ben's head snapped around "Scream Queen?" Despite his best efforts, he couldn't see anything besides Bancroft students.

"Do 'you' have a question?" Tiffany's condescending tone snapping Ben out of his daze.

"Uh, yeah. Why are there so many kids here during summer vacation?" ("Quick thinking brain")

"Attending our prestigious summer school sessions" she replied smugly "All Bancroft students strive for excellence."

"Could you 'strive' to be less of a jerk?" Ben muttered under his breath, following behind Gwen. Unaware of his shadow briefly taking on Scream Queen's form.

As they tour eventually moved into the science labs, with Gwen's visible excitement at their electron microscope causing Tiffany to scoff at her 'childishness'.

"The more time I spend here, the more I wanna just let XLR8 or Stingwing out to teach these guys to lighten up" Ben thought, peering at a beaker boiling away over a bunsen burner.

As he leaned closer, a purple eye appeared in the glass "Help me!" Scream Queen begged.

"Scream Queen!" reaching forward on instinct he succeeded on knocking the beaker off its stand, shattering it on the floor.

As Tiffany gave him a disdainful look, Ben sheepishly rubbed the back of his head "I, uh, thought I saw a spider?"

Gwen pulled him into a headlock as she faked a laugh "Ah-ha-ha! Sorry, my cousin's got a bad sense of humour" she bluffed, her grip on his neck uncomfortably tight. She quickly let go as all the bunsen burners suddenly fired up at once, causing experiments to boil over or crack their jars.

Max looked at him in disappointment "Ben, did you mess with the wa-the uh, equipment?" he corrected, remembering Tiffany was here.

"I haven't touched anything since I got here!" Ben shot back defensively, just as the sprinkles activated…over Tiffany's head.

As Gwen chuckled nervously, a now soaked Tiffany glared back "This will not look good on your application" she said curtly, before turning on her heel and marching out of the room.

As the Tennysons followed her back into the courtyard, Gwen attempted to smooth things over. Judging from Tiffany's expression it was not going well.

Deciding that sticking around would be hazardous for his health, Ben quietly slipped away.

"I'll give her a few minutes to calm down…or maybe an hour"

As he headed for the main building, the sound of breaking glass echoed thought he courtyard "That didn't sound good"

Heading inside, he found a trophy case surrounded by broken glass. Despite the mess it looked like only one trophy was missing, and he was willing to bet it was their precious 'solid gold' one.

As he prepared to call out Wild-Gal to see if she could pick up a trail, the sound of mocking laughter came from behind a set of double doors nearby. Slapping on his Plumber disk, Ben threw the doors open and blinked at the sight.

"You guys again?" Ben asked in disbelief.

Standing in the middle of the gym were the three 'freaks' from Zombimbo's circus, the villainous trio laughing at the misfortune of a security guard they had left tied up in the hanging banners.

His entrance did not go unnoticed, as Thumbskull scratched his head at the sight of the masked boy "Who's this guy, an exterminator?"

Frightwigs's eyes widened as she spotted the watch on his wrist "It's that brat who took out the boss!"

Acid Breath scowled at the young hero "That was a sweet gig you ruined for us, kid"

"And I'm about to ruin this one too" Ben joked, bringing up the watch "Hmm, Heart's Fire didn't get a chance to kick you guy's butts last time" slamming the dial down, Ben turns to greet her…only to find Scream Queen.

"(sigh) This watch" Ben shook his head "Oh well, you took out their boss. These guys should be no trouble right?...Scream Queen?" The spectral 'hero' remained silent, with Ben growing steadily more concerned with each failed attempt to prompt a response.

Then, without warning, she launched herself at the startled thieves. She phased through Frightwig's lashing hair and grabbed onto her head "Nice hair, but your face could use some work"

Diving down, she brutally slammed her head off the ground.

And again.

And again.

As Ben flinched at the brutal display, Acid Breath fired a stream of acidic breath past his ally's head at the spectre. Letting Frightwig drop, Scream Queen vanished from sight only to reappear beside the Acid Breath and wrapping her hands around his throat.

"Ah ah. Say it don't spray it, sewer mouth"

"Scream Queen, what are you doing? Stop!" Ben called out, attempting to call another 'hero' for aid. The watch remained unresponsive "Gah! Stupid piece of-Scream Queen watch out!"

Ben's warning gives her just enough notice to phase through Thumbskull's punch aimed at her back. The brute winced as his fist collided with Acid Breath's face, knocking him senseless.

"And then there was one" Scream Queen chuckled darkly, sending chills down Ben's spine as she possessed the freak's body "Stop hitting yourself (thwack) Stop hitting yourself (thwack)"

Once she was satisfied he'd be thoroughly dealt with, she released him and let him drop like a puppet with its strings cut.

"Ok, that..that's enough. Scream Queen!" rushing forward, Ben grabbed hold of her "Enough! You got them, it's over. Please Scream Queen-"

Ben gasped as she grabbed him by the collar "That's not my name" her voice carrying a strange echo.

As her grip tightened Ben cried out in pain, and to his relief the pressure instantly stopped "B-Ben?"

Looking up at his 'partner', Ben saw her pupil shrink in fear "Oh no. No no no, I didn't mean to! He made me, I…" turning tail (literally) the 'hero' fled the scene just as Max and Gwen arrived.

"Ben, there you are-What the heck happened here?!" Gwen yelled, as the three thieves dragged themselves to their feet before scrambling for freedom.

"The circus freaks?" Max's attention was drawn back to Ben as he heard the sound of jet boots activating. Expecting to see him chase after the criminals, Max was surprised to see Ben instead run in the opposite direction "Ben?"

Sprinting through the courtyard, Ben managed to find Scream Queen clutching her head while hiding in the shadows of a pillared walkway. Hurrying to her side, Ben once again went to reach out for her when the watch began to time out.

"What? Oh come on!" he groaned, closing his eyes as the red flash appeared. Which is why when he was shocked to find Scream Queen still floating in front of him "Scream Queen?" he asked hesitantly.

"I'm sorry"

Before he could ask what she meant a pair of claws tore their way out of her cloak, ripping it to shreds to reveal a horrifying figure. It had one eye in its upside down skull, sickly looking purple skin, black razor claw tipped hands and four writhing tentacles emerging from its chest.

"Ah, free at last" the figure sighed, examining its claws with sadistic glee.

"Wh-who are you? What did you do with Scream Queen?!" Ben aimed his wrist blade at the creature, but the spectre simply laughed at his threat.

"Put that away Ben, you're just embarrassing yourself" it sneered "And I didn't do anything to you precious 'Scream Queen', because she was never real to begin with"

"What are you talking about?" Ben demanded, the spectre ignored his outburst as he continued to talk.

"You see, Ectonurites can survive as even a single strand of DNA. When mine was accidentally harvested into the Chaquetrix, it was rewritten to serve its foolish purpose"

"Are…are you monologuing right now?" Ben watched as the spectre dramatically gestured to the watch.

"When that delightfully vicious girl absorbed the power of the watch, it allowed my consciousness to escape. I thought I would be free of that wretched programming, but the madness followed me"

"Wait, you're the one who made Bevin go crazy!...Well, crazier…"

"After your last battle, I managed to free myself from both that scrambled mess she calls a mind, and the programming. Returning to the watch with a clear head to reclaim the power that was stolen from me"

"You're not making any sense you ghost freak, what 'programming'?"

The figure sighed exasperatedly "You dense little mortal. That 'watch' doesn't make heroes, it makes 'playthings' designed to serve the owner's base desires. They only go along with your silly little games, to try and impress you and earn your affection"

Ben looked down, hands shaking "That…"

The figure grinned cruelly "Yes, the truth hurts doesn't it? And once I take possession of your body, those fools will obey me!"

"That's the stupidest thing I've ever heard!" Ben snapped back, stopping the gloating villain in his tracks "What?" it asked flatly.

"You kinda had me worried for a moment there" Ben admitted "But all that junk about 'programming' and 'affection'? There's no way anyone would make something that dumb!"

The figure's eye twitched violently as Ben aimed his blade at him once more "Now listen up 'Ghostfreak'!"

"That's not my name! You irritating-"

"I don't know where you really came from, but you're going to give Scream Queen her body back. Right. Now"

'Ghostfreak' snarled "Enough of this! Once I've taken control of your body, I'll finally be free from your stupidity!"

As Ghostfreak lunged towards him Ben brought up his blade in defence, the metal catching the sunlight and reflecting part of it onto the spectre's chest. Screeching in pain, Ghostfreak reeled back clutching at his smoking chest.

"What-what is this?" he hissed, retreating further into the shadows of the walkway.

Ben looked back and forth between the sunlight and his blade, a smirk forming on his face "I think you need to 'brighten' up, and I've got just the partner to help with that!" quickly making his selections, Ben slammed the dial down and summoned Crystal Knight.

The emerald 'hero' gave him a concerned look "Ben, have you seen Scream Queen? She never came back into the-WHAT IS THAT?!" she jumped back, her composure cracking at the sight of Ghostfreak's twisted form.

"This Ghostfreak ("Stop calling me that!") stole Scream Queen's body ("It wasn't 'her' body!") so now we need to kick his butt!" Ben explained, while 'Ghostfreak' grew increasingly frustrated with his disrespect.

"...Very well 'partner'. How can I help?" she asked. Scream Queen may have been hard to get along with, but she was still one of them.

"Just step back into the sun" Ben replied, Ghostfreak's eye widened in realisation "NO!"

Confused but trusting that Ben had a plan, Crystal Knight stepped back into the light….and immediately began to reflect light into the walkway like a chandelier.

Ghostfreak screamed in agony, phasing back through the wall as the sudden burst of sunlight threatened to tear his body apart.

"He got away" Crystal Knight cursed, before noticing that Ben had picked up a familiar looking piece of cloth "Is that..?"

"Scream Queen's cloak" Ben confirmed sadly.

Hearing him so upset, Crystal Knight knelt down beside him and gently pulled him into a hug. "I'm sorry Ben, she didn't deserve this fate. But I promise you, we WILL find him"

"Yeah, and then we'll make him bring Scream Queen back"

"Exactl-Wait what?" Crystal Knight blinked "Um, Ben…Scream Queen is…gone" she said tentatively.

"For now" Ben replied insistently, earning a concerned look from the 'hero'.

"I…understand this is hard for you. But I don't think that-"

"As soon as the watch recharges, I'll call Wild-Gal and we can track him down." Ben continued, brushing aside her concerns.

Pulling back his hood, he gave her a small genuine smile "Don't worry, we'll fix this. Right partner?"

Crystal Knight was saved from having to answer as Gwen and Max rounded the corner, Max leaning on the wall to catch his breath while Gwen continued running towards the pair.

"Oh good, you're here" Ben said, getting back to his feet while tucking the cloth into one of his suit's pouches "We need to-(Thwack!) OW! What the heck, Gwen?" Ben whined, holding his head as Gwen glared at him.

"Ben" he froze at her tone "First you embarrass me in front of our guide, then you don't even try to catch the bad guys?"

"Hey, I'm sorry you're probably not getting into your nerd school" Ben said, ignoring how her glare grew colder "And we'll get the freaks later, but we've got bigger problems right now!"

"Like what?"


A lone marching band member rested in the shade of a walkway, adjusting his cape as he sat down to practice.

He'd barely got a few notes out when a cold presence settled over him.

"Nice cape" a raspy voice complemented, causing him to turn.

"Oh thanks. I-(gasp)!" The boy shuddered at the nightmare hovering beside him "AAHHH-!"

Moments later, the boy emerged from the walkway tentatively Sticking his hand into the sunlight. When nothing happened he smirked and stepped out fully, revealing his now glowing purple eyes with pronounced black "cracks" around them.

"I guess humans aren't completely worthless after all" Ghostfreak mused, before his mood soured at the memory of his failed attempt to claim Ben's body.

"I'm still not at full strength" he admitted reluctantly "If I'm to have a chance to claim the Chaquetrix, I'll require some…what's the word? Ah yes, minions" cackling to himself, he stalked off in search of a certain trio of freaks.


Inside the Chaquetrix's simulation of the Rustbucjet, Crystal Knight relayed what had happened outside to her fellow 'heroes'

"She's gone?" Stingwing asked, Crystal Knight nodding sadly in reply.

"I barely even got to know her" Pinball said, slumping forward.

"How's Ben's doing?" Ripjaws said, asking the question on all their minds.

Crystal Knight winced "I think he's in denial, he thinks he can bring her back"

Heart's Fire clutched a hand to her chest "Ben…" her flames flared up in frustration "We should be out there giving all the support and 'comfort' he needs, not stuck in here"

"While 'comforting' partner-Ben is an appealing thought, I question if it is appropriate given the circumstances" Ultra-T wondered.

Cerebra added her thoughts on the matter "Ask yourself, would Scream Queen hesitate if one of us fell?"

Ultra-T's circuits flashed as she calculated the odds "...I withdraw my concerns"

XLR8 pumped her fist in determination "Alright! First we kick this creep's ass for Scream Queen, then we give it our all with Ben"

A loud cheer rang out from the 'heroes' distracting them from a brief spark of purple energy coming from beyond the 'R.V's' door…


In an old equipment shed on the outskirts of Bancroft Academy, the circus trio sat lickings their wounds.

"Rob a school you said. Easy money you said" Frightwig sniped at Acid Breath, who glowered back.

"I didn't hear you coming up with anything better-" his angry retort was cut off as the door to the shed was fling open, a short male figure silhouetted against the setting sun.

"Aw no, that kid found us!" Thumbskull panicked, the three getting ready to fight as the figure stepped inside.

The three relaxed when they realised it was just a regular student, his band uniform cape flared as he raised a hand to point at them.

"On your feet freaks, you get the honour of serving me" the boy grinned darkly "You're welcome"

The trio spared each other a quick glance, before they burst out laughing "Bwahaha! You should audition for a job with the circus kid, 'cause you're a real clown" Acid Breath sneered.

"Oh dear" the boy's grin never faltered "I'm afraid you don't know who you're dealing with"

Detaching from his host, Ghostfreak paid little attention as the traumatized boy fled for his life. His attention was firmly on the shocked trio, their mocking laughter stopping ceasing under his cold glare.

"Sorry, I just needed to change into something more comfortable. You were saying?" He taunted, flexing his claws idly.

Frightwig gulped as she held her hands up in surrender "W-what, uh, is the job…boss?"

"I need help dealing with a mutual pest of ours" Ghostfreak grinned maliciously, the freaks gave each other questioning looks before grinning back "Sounds good to us!"

"Who's in there?"

The four turned as Tiffany made her way to the shed "Wendal just ran past screaming, what are you up…to…in…" her eyes widened as she realised she wasn't dealing with a few troublesome students "W-well (gulp) you seem to have everything under control, so I'll just take my leave"

Spinning on her heel, she ran for the door only to have Frightwig's hair snatch her up and pull her back.

"Actually my dear" Ghostfreak hissed "I think there is something you could help us with"


Ben tapped his fingers on his hoverboard, steadily getting more frustrated as he followed after his grandpa. Despite Ben's suggestion to use Wild-Gal to sniff out the freak, Max and Gwen insisted on using some fancy scanner from Max's Plumbing days, insisting that it would be faster and more reliable.

("So that was a lie") Ben thought irritatedly "We've been at this for hours! Are you sure that thing even works?"

"It works just fine Ben, the spectral activity is just really faint" Max reassured him, though internally he had to admit even he was growing frustrated with the device.

"I hope 'this' thing works better" Ben muttered, looking at a pistol-like device with a large circular barrel hanging from his suit's belt.

"Me too" Gwen added nervously "If this 'Ghostfreak' wrecks the campus, I'll never get in!"

She paused as she saw Ben turn in her direction, even through his mask she could feel his glare "..Which is less important that avenging (Ben's 'glare' intensified) I mean, rescuing Scream Queen"

As Max went to diffuse the situation, the scanner began to beep rapidly "I'm picking up fresh traces of spectral energy just around this corner, it's a good sign our 'ghost' is nearby. "

No sooner had he said that did a scream ring out from up ahead "And that's another one" Ben quipped, bringing up the watch and selecting Armizon and Heart's Fire.


Inside the Chaquetrix, Armizon and Heart's Fire felt a jolt as their armband/collar flashed purple.

"Looks like you're up" XLR8 noted "Remember Ben's still in denial, we need to-"

"-To take it slow and play it cool. We know" Heart's Fire rolled her eyes "Relax. We've got this" with that the pair vanished in a flash of purple.

"So who's going to mess up first?" Cerebra asked flatly.

"Heart's Fire" came the unanimous reply.


As the flash died down, Ben looked up at his 'partners' as he prepared to lead the charge "Alright guys, Ghostfreak is here! So let's-"

"Don't worry Ben" Heart's Fire immediately pulled him into a smothering hug against he chest "We'll get through this together"

While Gwen and Max sighed, they were surprised to see Armizon facepalm at the display "Smooth, real smooth"

Ben meanwhile, awkwardly patted her on the back as he shifted to free his face "Uh, thanks Heart's Fire. I'm here for you too"

A second scream rang out, reminding everyone of the problem at hand "Oh right. We'll guys (Ben mounted his board) let's get this freak!"

As the trio rounded the corner, with Max and Gwen following from a safe distance, they prepared to face to ghostly menace when…

"Oh, what?! You three, seriously?" Ben groaned.

The circus freaks grinned back, Thumbskull and Acid Breath waiting at the bottom of the Academy's main entrance while Frightwig looked down from the top of the steps.

"You're not the freaks we're looking for, so just give up and we'll go easy on you" Ben yelled, the freaks confidently smirking in reply.

"Not so fast 'hero'. If you don't let us leave with our loot" Firghtwig shifted her hair to reveal Tiffany hanging limply from one of her locks "Little Tiffany here is going to have a real bad hair day"

Ben however was in no mood to deal with this "Yeah, no. Heart's Fire, flash grenade!"

The freaks were caught off guard as the fiery 'hero' brought her hands together, forming a ball of fire that rapidly increased in brightness before bursting. Filling the area with light, and leaving the trio temporarily blind.

"Take out those two, I'll rescue Gwen's ticket into this dumb school" he ordered, speeding forward as Armizon tackled Thumbskull and Heart's Fire sent Acid Breath flying with a shot at his feet.

With them taken care of Ben focused on the final freak, extending his wrist blade and slicing through the lock holding Tiffany. As Frightwig let out a startled cry Ben turned the board and sped after the falling girl, catching her bridal style before carrying her away from the fight.

Setting the board down, Ben gently shook her to try and wake her up.

"Hey, you ok?" he gave a sigh of relief when she stirred "Let's get you out of here"

"Thank you Ben" she smiled up at him, though her eyes remained closed.

He shrugged carelessly "Hey, it's just what heroes-" he froze "How..did you know my-(ugh!)"

The 'heroes' and his family snapped in his direction at his cry, finding Tiffany holding him up by the collar with one arm.

"Thank you, for being so predictable" she cackled, her voice shifting into a familiar raspy one as she opened her glowing purple eyes.

"Ghostfreak!" Gwen gasped, Armizon and Heart's Fire abandoning the fight to try and reach their partner. But they knew they wouldn't make it in time.

Quickly detaching from Tiffany, the spectre lunged at the young hero and attempted to take him over. However…

"GRRAAH!" Ghostfreak was thrown back as the Chaquetrix let out a burst of purple sparks, the 'heroes' icons lighting up at the same time.

"Wait, what happened?" Gwen asked, looking to Max for answers but finding him just as confused.

Ghostfreak snarled as he managed to get his flight under control "I see. The bond between the host and the women prevents me from possessing you while it's active"

"Bond?" Ben muttered while Heart's Fire's flames flared up in joy "Did we just save him with the power of love?" she asked excitedly, Armizon looking away in giddy embarrassment at the suggestion.

"Oh they're never going to let this go" Max sighed, while Gwen tried to reign in their excited ramblings "No way! It was probably just..uh..and energy surge!"

"It doesn't matter what it was" Ghostfreak snorted "Time's on my side, and there's nothing you can do to stop me"

"Wanna bet?" Ben asked, drawing the pistol-like device from his belt and aiming it at the villain.

"Oh please. You think that will do any-ARGH!" he screeched as an intense beam of light shot out from the gun, burning his left side before he could fly away "I-impossible! Daylight at night!"

Ben smirked as he aimed the gun again "Sun-gun. Looks like this works just fine after all, grandpa"

The spectre snarled "Your toys won't save you!" speeding away, the villain phased through Armizon ("Ah! Gross gross gross!") before taking over Thumbskull.

The strongman let out a pained scream before the Ghostfreak took hold, his eyes now bearing the tell tale sign of possession.

"Dumb move" Armizon said, preparing to punch out the possessed crook "I've already taken him out once today, I can do it again!"

Her confidence waved slightly when he caught her punch, purple traces of energy flowing through his muscles "I wouldn't be so sure!" landing a solid punch on her stomach, he pressed his assault as she found herself driven back.

"Armizon!" Ben aimed the pistol at the freak and fired again, but the light had no effect.

"He must be immune to light when he's in a host!" Gwen realised "You need to get him out of there, fast!"

"Sure, why would this be easy?" Ben snarked, moving to assist when he was forced to dodge a whip from Frightwig's hair.

"Not so fast, brat! I still owe you for the haircut!" she lashed out again, the young hero desperately weaving through the attacks.

Heart's Fire charged up a shot "Hold on Ben, I'm-"

"Wide open!" Acid Breath hissed, releasing a cloud of acid mist in her direction.

"Ew! Keep that stuff to yourself!" she fired a burst of flame at the approaching cloud, igniting it and causing it to explode "Whoa!"

As the flames raced back along the stream, Acid Breath could only wince at the incoming blast "Mother" he whimpered, the explosion sending him back into the stairs and rendering him unconscious.

"You can't be serious, you're out already?" Frightwig groaned as a shadow fell over her.

"And you're next!" Ben snapped, flicking a trio of explosives in her direction.

She raised her hair to fling them back only for them to explode on contact, taking out more of her locks and leaving her open for Ben to charge directly at her. Pulling up at the last second, he slammed the back of the board into her face and sent her tumbling down next to her partner in crime.

"Wow Ben, you're on 'fire' tonight" Heart's Fire praised, earning a groan from the two downed crooks (and Max and Gwen) while Ben couldn't help but snicker.

Meanwhile, Armizon continued to grapple with the possessed Thumbskull "You're not going to win this, you just don't have enough arms"

She swung her lower arms up for a gut punch, only for Ghostfreak's tentacles to emerge from Thumbskull's chest. Two grabbed hold of her arms, wheel the other two snaked up towards her neck.

"Ugh, get those things off of me-HURK!"

Ben winced while Heart's Fire burned with indignation as Ghostfreak attempted to suffocate the 'hero' by forcing one of his tentacles down her throat. Max covered a blushing Gwen's eyes while he forced himself to look away from the unintentionally lewd scene.

"What good is your strength if you can't breathe? Haha-ACK?!" the villain taunted, his dark chuckles cutting off as Armizon simply bit down and forced him to retract the appendage.

"You…You dare do that to me….in front of Ben?!" she roared in embarrassed fury, before swiftly bringing up her knee and striking a 'critical' blow.

Ben and Max paled as Thumbskull let out a soundless scream before toppling over, the unfortunate crook curling into a fetal position as Ghostfreak was forced to abandon his host.

Wasting no time Ben fired another shot at the spectre, but he managed to fly to the side as the beam illuminated the scaffolding on the partially renovated clocktower.

"Just give up, you creep!" Ben snapped, feeling surprisingly angry at the stunt he'd just pulled "You can possess whatever freak you want, we'll just kick your butt as many times as it takes!"

As Armizon and Heart's Fire moved to flank him, the villain scowled as he searched for a way to turn the tables…and spotted Gwen leading Tiffany to safety across the courtyard.

"Let's test your theory" with a snarl, he phased past the 'heroes' before making a beeline for Gwen. Ben's eyes widened in terror.

"Gwen run!" He swung the gun around to fire again, but it was too late.

Gwen let out a sharp gasp as she was overtaken, Ghostfreak letting out a sadistic chuckle as he turned her glowing gaze on the trio.

"Gwen!" Max reached out for her only to receive a sharp blow to the gut, leaving him gasping for breath as the villain forced her to charge at the 'heroes'.

"Hey, no fair!" Heart's Fire snarled, doing her best to keep her flames low to avoid burning the girl ("I can't beat up Ben's cousin right in front of him!" she whined mentally)

"Let her go!" Ben urged his board forward to try and restrain her, only to receive a kick to his stomach for his troubles.

Tumbling from his board, he barely had time to get to his feet before 'Gwen' attacked again "Come on Gwen, fight it! I don't want to hurt yo-Ow!"

'Gwen' delivered a swift punch to his gut before blocking his wild swing and kicking him back to the ground. As he hit the floor, 'Gwen' snatched up his discarded board before slamming it over her knee. The device sparking before being tossed aside.

"First he takes Scream Queen, then Gwen and now my board?" he winced, picking himself up as 'Gwen' dodged a hesitant lunge from Armizon before sprinting towards the clock tower scaffolding.

Climbing with inhuman speed and agility, she reached the top as Ben shakily remounted his board "Come on, we need to follow her!"

The trio made their way up, Armizon carrying her 'partners' as she leapt after the possessed girl. Unfortunately the watch chose this moment to time out, Forcing Ben to use his jet boots to finish the jump, landing hard on top of the scaffolding.

"Looks like your time is up, Ben" 'Gwen' chuckled, not losing her grin even as Ben aimed the sun-gun at her.

"Try it creep! Now let her go and give Scream Queen back her body, or you'll get the worst sunburn of your life"

"I have a counter offer" 'Gwen' took a step back, dangerously close to the edge "You throw that gun away, or we find out if your cousin can fly!"

Ben grit his teeth, the gun shaking in his grip as Ghostfreak forced her to place one foot over the edge "Ok! I'll do it, just…don't hurt her"

"Deal"

Ben tossed the gun over the side, the device breaking apart on the courtyard below "Ok, now let her go"

"If you insist" Ben realised too late what was going to happen, as Ghostfreak forced Gwen to step backwards just as he undid the possession.

"GWEN!" Ben tried to reach forward, only for Ghostfreak to intercept him halfway "No!" feeling the spectre latch onto him, Ben swung his arms in a futile attempt to shake him off.

Just as Ghostfreak managed to fully take hold, Ben's left arm brushed the pouch containing Scream Queen's cloak fragment.

A purple spark rushing inside.

'Ben' flexed his hand, pulling back his hood to reveal glowing purple eyes "Yes…hahaha. YES!" Ghostfreak cackled "Finally, the Chaquetrix is mine!"

"Is that right?" came a raspy female voice, causing 'Ben's' eyes to widen in shock.

"W-what?" Without warning Ghostfreak jerked as a pair of icy hands grabbed him from inside his host, before ripping him free and tossing him against the clock tower wall.

Ben gasped, as the icy feeling left his chest. Breathing hard as he stared at an equally stunned Ghostfreak "Who..who did that?"

"Really Ben, have you forgotten me already?" the voice teased.

Ben's head snapped up "...Scream Queen"

Shifting into view, between Ben and the gawking villain, was the spectral 'hero' herself. But not as Ben remembered her.

"Did..did you get a new cloak?" he asked, the 'hero' giggling in pleased manner "You noticed~"

Not longer was her cloak a simple robe, it now resembled a hooded straight jacket with crossed pairs of straps to 'highlight' her bust and hips.

Peeking out from her hood, Ben could see a bandaged face revealing only a single glowing eye and a few locks of silver hair.

"You look…amazing!" Ben cheered, the 'hero' basking in his praise.

The moment was cut short when Ben remembered one important fact "Oh crap, Gwen!" racing to the edge, he peered over the side before sighing in relief.

Down in the courtyard Max gave Ben a nod while Gwen added a shaky thumbs up, safe and secure in his arms.

"No"

Ben snapped his attention back to the twisted spectre, Scream Queen continuing to hover protectively between them.

"No no nonononono!" he roared "This isn't right! I destroyed you, you can't be-"

"An Ecotnurite can survive as a single strand of DNA" Scream Queen cut in mockingly "Those were your words right?"

Shaking with fury and disbelief, the villain launched himself at her, aiming to tear her apart once more. He never got the chance, as Scream Queen landed a brutal punch to his (upside down) jaw.

Moving to wrap herself around him, the 'hero' held him tight as they drifted up to the roof of the clock tower.

"You..you wretched harlot! You'll time out soon enough, and then I'll force Ben to delete your code from the Chaquetrix!"

"It's true, I'm running out of time" she agreed, before leaving in close to whisper "But so are you"

Initially confused, he soon had a terrible realisation as the first rays of light appeared on the horizon.

"W-wait! We can work together, use the Chaquetrix to conquer the galaxy!" he begged desperately.

"No thanks. I'm good" she replied, the light growing steadily brighter.

"You can't be serious! You could have anything, the galaxy at our feet. But you'd throw it away to play hero for these humans?!"

"Oh I couldn't care less about the humans" she admitted bluntly, Ghostfreak going still in surprise "T-Then why?"

Her eye drifted down to where Ben was watching from the scaffolding "Because I already have everything I want" she answered simply.

And with that the sun fully rose over the horizon, its light flooding the land as Ghostfreak let out one final screech before burning away to nothing.

"Scream Queen!" the 'hero' descended to meet her waiting 'partner', stopping just in front of him as he stared at her with wide eyes. The reality of the situation starting to sink in.

"Now that that is out of the way, I think we've earned some-Oh~!" she trailed off as Ben collided with her, arms wrapping tight around her as he unintentionally pressing his face into her chest.

"You came back" his voice shook as he held her tighter, her eye softening as she returned the hug.

"Since I have just come back from the dead" she began "I think I've earned a 'reward'~" she suggested hungrily, tilting his head back to look him in the eye.

"Heh, I guess that's fair" he agreed, wiping a few tears away (he wasn't crying, it was just dust from the renovations!) "What did you have in mind?"

"Yo-" a loud ringing filled the air, causing her eye to twitch violently "Of all the bul-"

In a flash of red she was gone, Ben checking the watch and smiling in relief as he spotted her icon back in place "Still no sense of timing" Ben laughed "Ah well, I'll ask her later"

Down below, Max and Gwen felt a chill run through them for reasons they didn't quite understand.


-Canon Omake-

Inside the Chaquetrix, the 'heroes' gathered near the table with drinks.

Stingwing had questioned how drinks got here, though Cerebra's explanation had went over everyone's (except Ultra-T's) head.

"According to my internal timekeeping, it is now sunrise" the mechamorph stated "Given that we have not undergone any significant changes, I believe it is safe to assume that Ben has successfully dealt with the threat"

"Hell yeah!" Heart's Fire cheered "I knew he'd teach that creep who's boss, right Armizon?"

The muscular 'hero' was still hiding her face "Ben's never going to want me now!" she whined, the others offering her sympathetic looks.

"I'm sure Ben will overlook that…unfortunate incident" Cerebra assured her, before clearing her throat and raising her glass.

"But right now, we say our farewells to one of our own"

The others solemnly raise their glasses.

"A toast for Scream Queen, may she rest in peace" the tiny genius said, downing her drink.

"For Scream Queen!" the others cheered.

"Well thank you" came an amused raspy voice.

XLR8 waved her hand dismissively "Ah you're welcome" she prepared to take a drink when she registered what just happened "Wait"

All the 'heroes' turned slowly to face the speaker, finding the newly regenerated Scream Queen floating just behind the speedster.

"Boo!"

"AAAAHHH!"

As the 'heroes' fell over themselves to scramble away from the ghostly 'hero', she cackled happily at the chaos

"Ah, it's so good to be home"