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41.37% Ben Jen 10 / Chapter 23: Chapter 23: Ghostfreaked Out

Capítulo 23: Chapter 23: Ghostfreaked Out

In a park, a kid threw a frisbee that got caught in a tree. He then frowned and climbed the tree where he got the frisbee down. Unfortunately, when he looked down, he saw just how far up he was and clung to the tree branch for dear life, dropping the frisbee in the process.

"Help!" he shouted. "I can't get down!"

"Don't worry!" Gwen called up as she , the twins and Allison stood at the foot of the tree. "We'll come up and get you."

"We?" Ben asked as Jen shrugged.

"Sorry, but I think this one is for either me or Ben," she said. That was when she turned to her brother. "I can get him if you want. Battlefly can get him easier than any of your aliens can."

Ben sighed. "Thanks, but I think I can handle this one, Jen."

He then dialed his watch and transformed into Wildmutt, climbing the tree as the others looked down.

"Oh, good thinking," Allison shrugged, blowing a strand of hair out of her face. "Turn into the giant vicious alien attack dog to get the scared kid out of the tree."

Wildmutt growled back at her as he continued climbing.

"Please don't let him fall," Jen begged, closing her eyes.

Wildmutt climbed up to the branch that the kid was on as the kid looked back and shivered with fear at the sight of him.

"It's okay," Wildmutt said. "I'm here to help get you down."

"I don't want to get down," the kid said, his voice suddenly changing to a more dark ominous tone. He then turned around to reveal that he had one singular purple eye and tract. "I want out!"

"Gah!" Wildmutt shouted, going backwards as the tree morphed into a grey spectral hand and the park turned into an empty green void and the others vanished below. "Leave me alone!"

"You can't get away from me," Ghostfreak said as the trunk morphed to reveal his dark purple eye as Wildmutt fell right into his clutches. "Always a hero. Such a waste of potential you and your sister are. You want to be helpful? Get me out!"

Wildmutt screamed out as Ghostfreak cackled. "You can't get away from me, Ben! Ben!"

"Ben!" Jen shouted as Ben screamed and fell out of his bunk, waking up as Jen got down from the bunk too and helped him up. "Your screaming woke me up. Are you okay?"

"Yeah," Ben said, rubbing his head. "It's just I had-"

"-another Ghostfreak nightmare?" Jen asked as her brother nodded.

"Yeah. It's been going on for two weeks. I've never felt this way before. It's like he's taking over my mind or something," Ben said as Jen gasped.

"Thank goodness I don't have him," Jen said. "I don't know what it is, but I'm going to help you get through it. We twins help each other."

"Thanks, sis," Ben said as they hugged.

The next morning, the Rust Bucket drove on the road through the woods towards Bancroft Academy in as Ben dozed off, looking out the window.

"Ben," Max said, trying to get his attention. "Ben!"

"Earth to dweeb!" Gwen said, whacking her cousin with the brochure she was reading, finally snapping Ben out of his trance. "Clean the wax out of your ears."

"Are you okay, son?" Max asked.

"He'll be fine," Jen said from the couch. "He didn't sleep well last night because of that Wildmutt nightmare."

"Well, what do you expect when you wolf down two mega enchiritos for a midnight snack?" Gwen asked as she felt a small energy blast hit her in the side as she saw Jen glaring at her, hand smoking as she shook it off.

"Jen, what did I tell you about using your powers in the RV?" Max asked.

"Only in case of emergency," Jen said. "Sorry, Grandpa Max. It's just that I'm worried about Ben. It's like Ghostfreak is taking him over."

"I relate to that," Allison said from her bed, listening to her music.

"You think you're so smart, don't you, Gwen?" Ben asked as he took the brochure from her. "Is that why you want to go to this stupid school? It's full of nothing but snobs and posers."

"Bancroft Academy is one of the top schools in the country," Gwen stated plainly.

"Yeah, for snobs and posers," Ben said again.

"Ben, I'm warning you," Gwen stated, snatching the brochure back. "You better not do anything to embarrass me on the tour of the campus. And that goes for you girls as well."

"I promise," Jen said with a nod.

"Me too," Allison said, playing with her phone with a smile.

"Don't get your shorts in a twist, Gwen," Ben said. "I'll be on my best behavior."

"Why does that still not make me feel better?" Gwen asked herself, going back to her brochure.

"And recently, Bancroft Academy was awarded the prestigious solid gold trophy for Best School on the East Coast," said their tour guide as the group walked through the campus grounds. "So you can see why we're very picky about who we admit. Some people delude themselves into thinking they are Bancroft material. It's so sad."

"Well," Gwen said. "I have a 4.2 GPA, I'm president of the computer club, treasurer of the science society, volunteer of several local charities and I'm a member of my school's jujitsu team."

"How nice for you," the tour guide said with sarcasm, walking away.

Ben chuckled at this as Jen jabbed him in the shoulder as he gasped when he felt a shudder.

"Ben!" he heard Ghostfreak's voice as he saw a shadow pass through the area. "Ben!"

"Do any of you have any questions?" said the tour guide as Ben, Jen and Allison looked at her.

"Um, actually, I do," Jen said, seeing everyone pass. "Why are so many kids here when it's summer vacation?"

"They're attending our prestigious summer school session," she said as she walked away as the others looked and shrugged.

"Summer and school. Two words that should never go together," Ben said as Jen and Allison nodded.

"I heard that," Jen said with a smile as Allison playfully jabbed her while Gwen glared at her. "What?"

They continued walking as Ben's shadow briefly turned into Ghostfreak and Ben gasped as he looked back at it to see it was normal.

"Maybe Grandpa's right," Ben said. "I just need a little sleep."

"And this is our science lab," the tour guide said as they walked in the laboratory.

Gwen gasped as she saw a gigantic microscope that took up a big portion of the room.

"An electron microscope!"

The tour guide looked at her with a raised eye until Gwen piped down.

Ben gazed at the beakers in the lab until he came across one with some clear liquid in it as it suddenly bubbled up and grew a single purple eye that gazed at him.

"Let me out!" Ghostfreak shouted.

"Leave me alone!" Ben shouted back as he swatted the beaker away, causing it to shatter once it hit the floor, leaving a very annoyed looking tour guide and a very concerned grandpa, sister and friend as they looked at him.

Gwen chuckled as she went up to Ben with a nervous laugh. "That's my cousin, always joking!"

Suddenly, the rest of the Bunsen burners turned on, causing the liquid to boil and the beakers to explode.

"Ben, what are you doing?" Allison asked.

"It wasn't me, Allison!" Ben shouted. "It was Ghostfreak!"

That was when the smoke from the fire activated the sprinkler systems, which soaked the tour guide, making her sad.

"This is not going to look good on your application," she said. "Bancroft is a no-freak zone. I swear, you're worse than that Lisa Loud girl who attended here."

Gwen looked down, saddened.

"Sorry, Gwen," Jen said, putting a hand on her shoulder.

Elsewhere in the college, the circus freaks from Zombozo's circus were staring at the academy's trophy case, including the solid gold one, which stood out from the rest due to the material it was made of.

"See what I mean?" Acid Breath asked as he grinned at his reflection in the glass. "Easy money."

As they approached, however, they saw a security guard walk into the room, who immediately noticed them.

"Hey, this room is off limits without an escort."

The Circus Freaks only glared wickedly at him.

"I am so sorry about my cousin," Gwen stated as she and the others followed the tour guide out. "Actually, we're not even really related! I think his parents picked him up at a zoo or something."

"At B.A., it is as important who you are as what you've done," the tour guide explained. "You know, if you're a person from a quality family."

"Wow," Jen said, clearly offended as the tour guide walked off. "You were right, bro. This place really is for snobs and posers."

Gwen growled as she marched towards them with an angry look in her eyes. "Benjamin Tennyson, I am gonna-"

They suddenly heard an explosion off in the distance as the twins gasped and chuckled.

"We'd better go check that out," Ben said as the pair ran off towards the area.

Inside, the twins saw the trophy case was melted open and they looked confused. They then heard a wicked cackling from the gymnasium as Jen gulped.

"Oh no," she said as they approached. "That sounds like-"

They walked in to see the guard tied up in the gym's rafters as the doors opened up to reveal the twins with a gasp.

"You again!?" Ben shouted.

"It's those kids who took down Zombozo!" Thumbskull realized.

"It was a sweet gig working for that clown and you two ruined it!" Frightwig shouted. "Now it's payback time!"

The twins nodded to each other as they activated their Omnitrixes.

"A little Heatblast action will light a fire in you freaks!" Ben shouted as he slammed his core down only to transform into...

"Ghostfreak? I didn't choose you!" he shouted as Jen transformed into Water Lily with a glare.

"Nice trick, kids," Acid Breath said as Thumbskull walked over to the bleachers and ripped off some of the wooden planks, which he then threw at Ghostfreak.

Water Lily quickly anticipated this and jettisoned water from her hands, slicing clean through the wood as she flipped back as Acid Breath spewed out acid on it, melting the wood around them as Ghostfreak vanished from sight.

"But we ain't scared of no ghosts."

Suddenly, Ghostfreak reappeared from the wood as even Water Lily looked a little freaked out.

"You should be!"

He then swooped in to attack them, not even giving Water Lily a chance to attack as Max, Gwen and Allison filed into the gym.

"It's those circus freaks!" Max realized.

"You know them?" Allison asked.

"Long story," Gwen stated.

Acid Breath spewed out his acid saliva, only for Ghostfreak to fade under the gym's mat, which he lifted up and smashed onto Acid Breath, knocking him out.

He then sensed Thumbskull behind him. He then phased through his body and vanished from sight, only to reappear behind Thumbskull and overloaded his senses, knocking him out.

Frightwig tried to get the jump on Ghostfreak by wrapping her dreadlocks around his arm, only for him to phase through the ground, smashing her face against the ground. He then repeated this twice until she was unconscious.

Water Lily was paralyzed with fear as she watched her brother's behavior.

"Something's wrong," Max said. "I've never seen Ben so vicious."

"You're trashing the whole gym!" Gwen shouted. "Are you trying to ruin my chances at getting accepted here?! Ben, answer me!"

"Ben's not here!" Ghostfreak said as he turned around with a glare. He then scared Gwen right off her feet with a cackle.

Thumbskuull suddenly surprised him by tossing a punching bag at him, scoring a direct hit as he picked up Acid Breath and Frightwig followed him out of the gym, scared witless.

"These freaks didn't learn their lesson!" Ghostfreak shouted.

That was when Water Lily had enough and blasted Ghostfreak with her water jets as she charged at him.

"I don't know who you are, but you're not my brother!" she shouted.

"Show some respect!" Ghostfreak shouted as he ran out with Water Lily hot on his tail, leaving the others concerned and confused.

Ghostfreak followed the freaks outside, only for the Omnitrix to start beeping down as Water Lily followed him with her's doing the same.

"No!" Ghostfreak shouted as he entered a shadow of the building's entrance. "I'm not going back!"

Water Lily finally dove inside as the Omnitrixes timed out in a flash of red and purple light as Ben stood there as Jen walked by and put a hand on her shoulder.

"Are you... you, Ben?" she asked, confused.

"Yeah," Ben said as they hugged. "I'm sorry, Jen. I don't know what came over me. But I'm glad to be rid of that freak."

"Aw," they heard a voice as they stood up and gasped once they saw... Ghostfreak hovering right over them, separated from Ben!

"No way!" Jen stammered. "This... this isn't possible!"

"It's so nice to finally meet you two, face-to-face!"

"This can't be happening!" Ben stammered. "You can't be you! I'm you!"

"I was never you, Benjamin!" Ghostfreak said. "An Ectonurite's consciousness exists even in a few strands of DNA. When a sample was taken for the Omnitrixes, I was trapped inside!"

"That means that there's-"

"A sample of my DNA in your Omnitrix as well," he explained. "Every alien that he has is in your Omnitrix, but But there is only one me, so I can escape using either of the Omnitrixes. Since Ben's was the only one with my sample active, I used his."

"Great," Jen shivered. "There's one alien form I'm not looking forward to using."

"But now that I am free, I can finally reveal my true self!" Ghostfreak said.

Black claws ripped out from his hands and shredded through his skin. Black and white striped tendrils shot out from his chest and fnially, he ripped his skin away to reveal his true form. His body was gray-purple and he had black nails. He also had lines on his chest which were black as well. He had a grey-brown, upside-down head with one eye. He could also become smoke-like by deforming his bodily shape into wisps of grey, somewhat transparent flames.

"Man," Ben said as he and his sister looked in awe. "And I thought you were ugly before."

"What do you want, Ghostfreak?" Jen asked.

"I need the power of one of the Omnitrixes to make me whole again. I can only do that by taking over one of your bodies," he stated as he approached them. "Now let's see how you like being trapped inside someone else!"

"Get away from us!" Jen shouted out, quickly firing out an energy blast that hit him in the chest.

"You will pay dearly for that!" he said as he reached for them, only to pull his hand back as it burned when he stuck it into the sunlight as they stepped out. He then screamed as he vanished into the shadows.

"That's odd," Ben said as they turned away, only to run into their grandfather.

"Take it easy you two. What happened?" Max asked. "You look like you've seen a ghost."

Jen panted as Gwen and Allison stepped up and she looked like she was in a cold sweat. "You have no idea how accurate you are, Grandpa."

As they walked away, Ghostfreak reappeared from the shadows and took notice of a band member practicing on his tuba.

The tuba player thought he noticed something but then shook it off and continued practicing. That was when Ghostfreak reappeared from the ceiling and possessed him, his eyes growing black with glowing purple pupils with cracked lines along the edges.

He then stuck his hand out into the light, where he wasn't burned now that he was in a human body.

"I guess these frail human bodies have a use for something after all."

He then walked away on the hunt for the twins.

Ben and Jen walked through the academy's hallways and opened the doors up, checking every room frantically with the others following.

"Ghostfreak's gotta be around here somewhere," Ben said.

"You're looking for yourself?" Allison asked.

"He said he's been alive inside the Omnitrixes this whole time, just trying to get out of one of them," Jen said.

"That's why I always felt weirded out when I was Ghostfreak," Ben realized.

"Look, guys, whatever's going on, you know we'll always be here for you."

"He's right," Gwen said. "Even if it turns out you have a major leak in your brain pan."

"We're not crazy, Gwen!" Jen said. "Ghostfreak is loose!"

"Okay, okay," Gwen said. "So the butter hasn't slipped completely off your noodle. But how are you planning on bringing him down once you find him?"

"Yeah, that alien's a tough guy," Allison said. "I was always creeped out whenever I saw him."

The twins then looked and saw the sunlight shining through the open window.

"Sunlight!" Ben realized. "He couldn't go into the sun. He has to stay in the shadows."

"What, like a vampire?" Gwen asked. "You never had that problem when you were Ghostfreak."

The twins then looked down at their Omnitrixes and came to a realization. "That's exactly why he needs one of us. Somehow if we're joined, he'll be whole again," Jen said.

"That means that we have to find him before sunset or we're doomed," Ben said.

"I've got a few things from my Plumber days that might help."

"'How tough could it be to rob a school?" Frightwig mocked Acid Breath as she and her companions hid out in a shed. "'It'll be easy money!"

Suddenly, the door to the shed opened and a shadowy figure stood in the doorway.

"It's one of the kids with the watches! Let's get out of here!" Acid Breath gasped.

"Attention, freaks!" the figure spoke as he stepped into the light, revealing himself to be Ghostfreak in the kid's body. "You are now my minions! Obey my commands or feel my wrath!"

The freaks broke into a laughing fit at the possessed body, who was not amused.

"I don't think you realize who you're dealing with," he said as he suddenly phased out of the band member, revealing his horrifying appearance, prompting the band member to run away screaming once he came to. "I am not that kid. But serve me and I promise you'll never see him again."

"What if we don't wanna help you?" Thumbskull asked.

"I was hoping you'd ask."

Without warning, Ghostfreak flew into Thumbskull, possessing him and taking away his control over his own body.

"What's happening to me?" he asked as his body was tossed all around the shed, smashing into walls and shelves before he was finally tossed into the wall opposite his companions as Ghostfreak finally decided he'd had his fun.

"Any other questions?"

Frightwig and Acid Breath looked at each other nervously before feigning innocence.

"When do we start?" Acid Breath asked.

"No time like the present," Ghostfreak grinned.

Night fell on the campus as the group investigated while searching for Ghostfreak. The twins decided to activate their Omni Suits just in case.

Max held a device that seemed to pick up paranormal activity as they walked through.

"We've been at this for hours!" Gwen shouted. "If Ghostfreak trashes the campus, I'll never get admitted!"

The others looked at her, clearly annoyed by that statement.

"...Not like that's more important than saving all these innocent people."

"Nice save, girl," Allison stated as Max's device started beeping more rapidly as they reached a clearing.

"I'm picking up some trace spectral activity from around that corner," Max stated.

"Okay," Ben said as he and his sister activated their Omnitrixes.

"Let's get our game faces on!" Ben said as they slammed down their cores and the screen split as their transformations initiated.

Ben's Omnitrix sank into his wrist and his blood vessels expanded rapidly before spreading across his entire body, which eventually reached his eyes, which he clutched shut and when he shot them open again, they were fully golden. A second pair of arms shot out just below his primary pair and his muscle mass grew exponentially. His feet morphed themselves to only have two toes and his skin turned red with a few black crests on his face and he grew a second pair of eyes beneath the original ones. He wore a green and black one-piece bodysuit before he shot a pose.

Jen's Omnitrix sank into her wrist and she grew pink fur with white patches from the wrist down as it snaked up to her body as her hands grew sharp claws and her muscle mass increased as she spun around. She grew a long pink bushy tail with a white streak through the middle as her feet shifted to paws as the fur made its way up to her face as she clutched her eyes open again, revealing them to be pink with black sclera. Her clothes morphed into a pink one-piece leotard with the Omnitrix symbol beneath her breastbones. She whipped her tail to the screen and she struck a pose.

"Hey, I meant to do that," Four Arms realized with a smile. "Maybe I'm getting the hang of this thing."

"Seriously, Jen?" Allison asked as Stinkbomb glared. "You're battling a ghost with a skunk?"

"It's not for Ghostfreak," Stinkbomb explained. "In case the freaks go on, I think I can beat Acid Breath at his own game."

"Whatever," Gwen said as they heard a screaming from nearby.

The students ran away from the campus screaming as Thumbskull and Frightwig approached, holding the tour guide from before hostage.

"We don't have time for you freaks!" Four Arms said as he, Stinkbomb and Allison ran up with a glare.

"The party's over," Allison glared.

"You got it all wrong, kids," Frighwig smirked. "It's about to really get rolling!"

That was when Acid Breath stepped up, only with the same black and purple eyes from before.

"And it's a surprise party!" Ghostfreak then phased out of the freak with a glare as Allison, Max and Gwen recoiled at the sight of his appearance."Hello, Ben, old friend. Have you been working out?"

"Ghostfreak?" Stinkbomb asked.

"Ugh," Gwen groaned. "Major horror show."

"You ain't seen nothing yet!" Ghostfreak exclaimed as he flew forward and tried to possess Four Arms... without success as he simply splattered against his body, prompting him to just pull him off like the symbiote and tossed him away. "Hmm... it seems I cannot merge with either of you in your alien forms. No matter, time is on my side. You two will be human again soon enough."

"Well, we have a surprise of our own!" Max exclaimed as he brought out what seemed to be a flashlight-like gun that he lasted outwards, burning Ghostfreak where the blast grazed his arm.

"Daylight at night?!"

"Sun gun," Max explained. "Think of it as artificial sunlight. It projects a beam as bright as real light."

"Clever, Tennyson," Ghostfreak admitted. Max fired the gun again, but Ghostfreak was ready this time as he avoided it. "But not clever enough."

He then flew into Thumbskull, possessing his body and negating the beam's effect on him.

"As long as I am in a host's body, your weapon has no effect!"

He then charged Four Arms, who then dodged out of the way, sending him crashing into a statue. Four Arms then gave him a full body grab and performed an atomic suplex on him.

Frightwig face-palmed and shook her head as Acid Breath ran in.

Four Arms rammed Thumbskull through several stone figures on the campus lawn before he finally tossed him to the ground as Acid Breath glared.

Acid Breath glared outwards as he hocked up and unleashed his acid spit at Four Arms when Stinkbomb glared as she shouted out a cry as she pushed her brother out of the way as she took the hit for him, pushing her back as she looked herself over with a surprised look. She felt no kind of burn or even a sickness from it.

"Now we're talking," she smiled as she shook off the saliva with a glare. "You and me, pretty boy!"

Ghostfreak then phased out of Thumbskull and possessed Acid Breath who then glared as he unleashed a toxic cloud of breath around him that Stinkbomb ran right through it and inhaled the toxic gas like it was a breath of fresh air to her with a smirk.

She then dodged all of his swipes with a smile as she then reeled back her fists and punched him in the face with what felt more strength than normal as she then leaped up and swatted him away with her tail that felt like a huge hammer to the face to him as he flew back towards the stairs.

"Whoa," she said, staring at her paws. "Not only is Stinkbomb immune to poison; it actually makes her stronger!"

Ghostfreak then tried possessing Frightwig, who then walked forward, tossing the tour guide away as Gwen then shouted out as she and Allison jumped outwards and caught her as the three girls crashed against each other.

Gwen chuckled at the tour guide as she glared at her. "So... do I should I turn in my admissions application to the main office or just hand it to you directly?"

Ghostfreak used Frightwig's body to wrap her hair around Four Arms' legs, sending him crashing down as Stinkbomb ran over to her and raised her tail up and shouted out a war cry as she let loose a cloud of toxic gas that blinded Frightwig and glared outwards as she ran forward and swatted her in the face with her tail with a shout.

"Bring it!" Four Arms shouted as he endured her tossing her dreadlocks around like a cat o' nine tails before he pulled her towards him by her hair that wrapped around his fist as she glared.

Frightwig grinned at him. "You wouldn't hurt a lady, would you?"

Stinkbomb then smiled as she walked by. "Maybe he wouldn't... but me on the other hand..."

Frightwig was then tossed while wrapped around in her own dreadlocks once again as the twins glared at Ghostfreak.

"You can keep playing Musical Freaks all you want," Four Arms glared. "We'll just keep kicking their butts over and over again."

"You're right," Ghostfreak said as he phased out of Frightwig, looking towards Gwen. "Maybe I need a new partner. Someone more... interesting for you two to battle!"

"Gwen, look out!" Stinkbomb shouted as Ghostfreak flew towards Gwen, who screamed in terror.

The twins ran towards her as Ghostfreak possessed their cousin as the tour guide ran away and Allison looked on helplessly as Ghostfreak chuckled.

"Too late! Let's have some fun!"

Ghostfreak then did a backflipping kick towards them as they dodged her and glared. He then did several jujitsu punches and kicks that they avoided with a glare as she tried to grab Stinkbomb's tail as she then gasped.

"So not cool!" she shouted as she yanked her tail back and hit Ghostfreak with it, causing Gwen's body to crash into the wall next to them.

Gwen's vision blurred as Four Arms and Stinkbomb approached with a glare.

"Get out of our cousin now!" Four Arms demanded.

"Ben, Jen? What are you doing?" Gwen asked before Ghostfreak took her over again and took the advantage. He then leaped up from his hands and kicked Four Arms in the face with a flying kick before backflipping towards the wall. He then used her body to crawl along the wall, stunning Four Arms, Stinkbomb and Allison as they watched.

"That shouldn't be possible!" Allison shouted.

"Well don't just sit there, follow her!" Stinkbomb shouted as Four Arms nodded.

"Right!" he said as he climbed the wall after Gwen/Ghostfreak.

Max walked up and noticed a ladder along the scaffolding and climbed up it to the roof, Allison following close behind as Stinkbomb sighed and leaped onto the small roofs and using her tail to flip off the ladder to the other walls, showing great parkour skills.

Ghostfreak reached the top as Four Arms followed and Stinkbomb flipped beside him as they approached. That was when the Omnitrix symbols started beeping down and they gasped.

"Ah, music to my ears!"

The Omnitrixes timed out, leaving the twins in their Omni Suits as they glared at their Ectonurite-possessed cousin as she walked towards them.

"Ben!" Max shouted, tossing his grandson the sun gun.

"Thanks, Grandpa!" Ben called as he aimed the sun gun at Ghostfreak and Jen charged up her energy blasts.

"Come on out so we can fry your pale butt!" Jen threatened.

"I have a better idea: drop the weapon so I can possess you and take over the world, Benjamin!" Ghostfreak shouted.

"Fat chance!" Ben said.

Ghostfreak smirked and flipped on top of one of the roof's pillar tops.

"Then you'd better hope your cousin knows how to fly!"

"You wouldn't," Jen whimpered as Ghostfreak started pacing back.

"Try me."

That was when the newly recovered circus freaks flipped onto the rooftop, surrounding our heroes as they looked on, concerned.

"The next sound you'll hear is the sound of your cousin's screams as she takes the big dive!"

"Do it," Jen sighed as she put her hands down, letting her energy dissipate.

"Fine, you win," Ben said as he threw the sun gun down.

Ghostfreak then smiled as he phased out of Gwen, who screamed at the sensation as Max ran over to comfort her.

"Eliminate them and the Osmosian too!" Ghostfreak ordered as the freaks nodded and ran towards them.

"What?! We had a deal, you Halloween reject!" Jen shouted.

"You made a deal with me, not them!" Ghostfreak said as Frightwig wrapped her hair around Max, Gwen and Allison as they struggled in their grip.

Ben's eyes instantly fell towards the discarded sun gun. He then dove for it, but Ghostfreak was too quick.

He went intangible and tried to merge with Ben, who struggled in his grasp as he shouted out in pain.

"Ben, no!" Jen shouted as she thrust her hand out and used her telekinesis on the sun gun and levitated it into her hand as she aimed for Ghostfreak carefully.

Suddenly, green energy leaked from Ben's Omnitrix, instantly charging it as Ben quickly activated it as Ghostfreak phased into him, just managing to slam the core down.

Ghostfreak then stood back up with a grin. "Together again? Just like old-" he then suddenly coughed out and spat Ben, who had transformed into Grey Matter out as Jen wiped the sweat from her brow with a smile.

"That's enough to make me gag too," Grey Matter sighed.

Frightwig gasped as Grey Matter hopped onto her head, freaking her out and causing her to lose her focus, freeing Max, Gwen and Allison as they sighed out.

"Get them you fools!" Ghostfreak shouted.

The Circus Freaks ran after him and were eventually reduced to scrambling around trying to catch him, looking like absolute fools. Thumbskull picked Frightwig up by her leg and tried hsaking her upside down.

Grey Matter dropped down and hopped onto Thumbskull's back.

"Where'd that little pipsqueak go?"

He turned around and Frightwig saw him on his back, prompting her to whip out her deadly locks, whipping her companion into the wall in a daze as Grey Matter jumped onto Acid Breath's head, causing her to do the same to him before he finally leaped onto Frightwig.

Thumbskull tried to take advantage and tossed a chunk of the building at her, knocking her back on her back.

Grey Matter then leaped onto Acid Breath, but he wasn't falling for it this time. He then brushed him off as he glared outwards.

Jen gasped as she saw Thumbskull attempt to step on her brother while Acid Breath breathed out a cloud of toxic vapor from his mouth. She then pressed her Omnitrix down and transformed into Frostblight as she flew outwards and breathed out her icy breath, blowing the toxic cloud as she flew up to Thumbskull with a glare.

"There is no version of this story where you three bozos are going to squish my brother," she said before she quickly grabbed her brother and flew him away with a determined look on her face.

Ghostfreak growled out as he saw his captives escape through the fire escape while the twins slipped through the cracks in the wall. He then followed through using his intangibility.

"Get them, you fools!" Ghostfreak shouted.

The circus freaks nodded and followed Gwen, Max and Allison through the fire escape.

Ghostfreak glared as he phased through the wall and into the building, where the twins were nowhere in sight.

"You can run, but you can't hide!"

The Circus Freaks entered the kitchen in pursuit of the others as Acid Breath glared.

"Split up. Find them!"

They split up as Thumbskull went into the refrigerator and started snacking on the next day's lunch.

Max and Gwen then took advantage of this and made a break for it.

Allison stood by and absorbed the stainless steel from one of the tables as she noticed Thumbskull shut the fridge to see Max's reflection in the glass.

He then glared out as he chased Max through the kitchen before he opened a door, only to find it led to the pantry- a dead end!

Thumbskull charged towards him only for him to be smacked aside by Allison as she got him into a headlock and punched him in the back before tossing him into the pantry and closed the door before she bent the door out of shape with a glare.

Gwen nervously looked as she saw Acid Breath walk by her as she crouched down nervously, but he wasn't fooled and tossed the shelf away with a smirk.

"It's just you and me, precious."

Gwen then took notice of the fire extinguisher next to her and smirked. "Bring it on, Stink Breath!"

Acid Breath inhaled, which prompted Gwen to take her chance and she fired the foam into his mouth before ducking behind him and smashed his head with a frying pan, knocking him out.

Frightwig then leaped up onto the stove and smacked Gwen aside with a sideways kick to the wall before she wrapped her up with her dreadlocks.

That was when her grandfather suddenly came up to her and plopped a large grease container on her, causing her to slip up from the grease that hit the ground as Allison came running up and gave a kick out to the circus freak as she slumped against the wall as she brushed herself off before dissolving her armor.

The girls looked up as Max gave a thumbs up as Allison sighed.

"I've always hated the circus," Allison said as she went back to her phone.

"That's expected coming from a goth," Gwen said with a sigh.

"Hey, I may be a goth, but I'm not that big of a goth," Allison said. "I can be cheerful. You've seen it, Gwen!"

Ghostfreak wandered through the rafters of the room the twins escaped into as they nervously hid from his view with a glance as Grey Matter started sweating until they heard the Omnitrix symbols beeping down.

"Oh man! Not now!" Ben shouted as the watches timed out, catching Ghostfreak's attention.

He dove after them as Jen gasped out and dove away from the rafters before she landed on the opposite rafter before she lost her grip and fell downwards before she quickly created an energy platform beneath her feet as Ben jumped away as she grabbed his hand and ran down, creating energy platforms beneath her feet as she hit the ground as she groaned.

"You okay?" Ben asked.

"Yes," Jen said. "It's just that I can't use too much energy at once or I pass out."

Ghostfreak chased after them, prompting them to run away as Ben crashed into a tool cart.

"Ben!" Jen shouted, concerned as Ben recovered, not harmed at all thanks to his Omni Suit, as he picked up a mallet and swung it at Ghostfreak, only for him to phase through it with a glare.

That was when the Ectonurite grabbed Ben with the tendrils coming out of his chest and tossed him away towards the metal support beams.

"Think about it, Ben!" Ghostfreak shouted, floating up to him. "With the power of the Omnitrix and your DNA, I will be unstoppable!"

Jen then squinted and saw a sliver of sunlight coming through the curtains as she smirked.

"Hey, Ghostfreak! Eat this!" she shouted as she fired an energy beam at him, zapping him away as she ran towards Ben on her energy platforms as she glared and took his hand. "On three?"

"One," Ben said with a glare as Jen prepared to toss him.

"Two," Jen said as she swung him back and forth.

"Three!" They both shouted as Ben grabbed the curtain and pulled it down.

"It's time you saw the light, freak!" Ben shouted as he pulled the curtain down, bathing Ghostfreak in sunlight, causing him to scream out in pain as Jen nodded.

She then shot her hands out and pulled the curtains down with her telekinesis as she leaped away and hit the ground next o her brother with a glare as she witnessed Ghostfreak.

He shouted out in pain from the sunlight as the pair gasped as his body lit on fire before crumbling into ashes in the light as they sighed in relief.

"Whew," Jen said as she sat down next to her brother as they removed their helmets with a sigh. "So glad that's over."

"You're telling me, I used to be him," Ben said as his sister sighed and looked to him.

"But now you only have 11 aliens. I still have 12," she said.

"I think I'm better off without Ghostfreak," Ben said. "I never did like using him."

Later, the police led the circus freaks away to the squad cars, Thumbskull in a metal body cast, Frightwig in a straight jacket with a hood to restrain her hair and Acid Breath was being wheeled away in a mask and dolly looking like Hannibal Lecter.

The tour guide from before walked by before looking to Gwen before giving a snobbish "humph" before walking away.

"Something tells me I am so not getting into Bancroft Academy," Gwen sighed as Max laid a hand on her shoulder.

"You don't need this stupid school to prove you're smart, Gwen," Ben said.

"I mean, do you think that any of these eggheads could've brought down those circus freaks? You're better off without this school," Jen smiled as Allison and Max nodded with a proud smile.

Gwen gasped before she ran forward and hugged the twins with a loving smile. "That's the nicest thing you've ever said to me! Thanks guys!"

Jen sighed as she hugged her cousin back and Ben did the same as they eventually released as the twins smiled at each other.

Next time on Ben and Jen 10:

Dr. Animo and the Mutant Ray


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