POSSESSED

Ghostfreaked Out

In a park, a boy throwing a Frisbee gets it stuck in a nearby tree. The boy climbs the tree to get it, but finds that he's too afraid of the height to come back down. Ben and Gwen arrive, and, seeing this, Ben transforms into Wildmutt to climb the tree and get the child. The boy becomes even more scared when he sees Wildmutt, and in an attempt to reassure him, Wildmutt (who strangely talks just like Ben in his humanoid form) tells him not to worry. The boy turns around to reveal that he has Ghostfreak's eye and, in Ghostfreak's voice, says that he wants to be let out. The whole setting transforms into a giant Ghostfreak back-lit by the Omnitrix's DNA, who grabs Wildmutt in one hand and demands to be let out. Ben suddenly wakes up and falls out of bed. The whole thing was a nightmare.

The Rust Bucket is driving Gwen to a school that she wants to attend, Bancroft Academy, to Ben's displeasure. Still freaked out by his Ghostfreak dream, Ben callously calls the place a "school for snobs and posers". Upon arriving at the school, they are given a tour by a snobby student named Tiffany and Gwen is worried that Ben will ruin her chances of getting in. During the tour, Ben thinks that he sees and hears Ghostfreak, and while walking, Ben sees his shadow momentarily turn into Ghostfreak, before returning to normal. Again, in the science lab, Ben sees Ghostfreak, this time in a beaker, and destroys it. Flames erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm. Ben blames Ghostfreak, but Ben's behavior is making Tiffany start to think that Gwen isn't Bancroft material. In return, Gwen was about to punch Ben until they hear a noise coming from the gym. It's the Circus Freaks, and they have come to rob the school.

Ben arrives and the Circus Freaks recognize him. They want payback for Ben ruining their career with Zombozo. Ben tries to transform into Heatblast, but he gets transformed into Ghostfreak instead. As Ghostfreak battles the Circus Freaks, he is being more vicious than Ben usually is. Max and Gwen arrive to see Ben and notice that Ghostfreak is fighting very viciously and not the way he fights his enemies at all, Gwen tells Ghostfreak that he is trashing the whole gym, to which he responds by telling Gwen that Ben isn't here, while laughing, scaring Gwen. The Circus Freaks escape, and Ghostfreak chases after them.

Ghostfreak, or now Zs'Skayr, removes his second layer of skin, revealing his true form. Ben steps into the sunlight and finds that this new Ghostfreak has a new weakness to boot; his real body cannot resist light. Ben escapes from Zs'Skayr's clutches, who himself retreats away from Ben. Elsewhere, the spectral Zs'Skayr possesses a Bancroft student solely playing a tuba and confirms he can't be destroyed by sunlight when he's in a host body.
Now in the student's body, he arrives at the Circus Freaks, who are holding up inside of a shed, and demands that they are now his minions. The Circus Freaks laugh at the feeble-looking student, but not after Zs'Skayr comes out of the student's body and reveals himself. Thumbskull says that he doesn't want to help, but he gets possessed and thrown around. Acid Breath and Frightwig reconsider their decisions and Acid Breath asks about when they should start. Meanwhile, Ben tells Gwen and Max about Ghostfreak escaping and Gwen thinks that Ben has gone insane. Ben remembers how Ghostfreak couldn't go into the sun and Max says that he has some Plumber gear that could help.

At night, Ben, Gwen, and Max search the campus, and Ben notices some Bancroft students running away screaming. Ben transforms into Four Arms and the Circus Freaks come out to fight, with a possessed Acid Breath. Ghostfreak projects out of Acid Breath and tries to possess Four Arms, but he discovers that he cannot. Max blasts him with a Sun Gun and so the villain possesses Thumbskull to escape from it. Thumbskull and Four Arms fight, with Acid Breath joining the fray. Four Arms easily defeats both of them and Ghostfreak possesses Frightwig. Frightwig and Four Arms fight, with Ghostfreak being once again defeated, coming out of Frightwig's body and deciding that he needs a new host: Gwen. The possessed Gwen fights Four Arms, who cannot bring himself to fight back. Gwen then leaps onto a tall wall and Four Arms and Max follow. After they arrive, Four Arms reverts back into Ben, allowing himself to be possessed. Max tosses Ben the sun gun, but Ghostfreak gives an ultimatum, telling him to drop it or he'll throw Gwen off the wall.

Now with the Circus Freaks arriving at the standoff, Ben drops the weapon. Ghostfreak tells the Circus Freaks to kill Max and Gwen anyway.

Ben : We had a deal!
Ghostfreak : You had a deal with me! NOT THEM!

Ben reaches for his watch but Ghostfreak tried to keep him from trasforming and he went in his body.
A purple light illuminated.

Max and Gwen after defeating the Circus Freaks went to see Ben crying....but when they got closer the crying turned into laughing and the laughing truned into cackling that Joker would piss his pants when he heard this

Gwen : Ben......?
Ben : Sorry Gwen....But He isnt here....

Gwen heard this and when she looked at his face she was shocked and she was holding her hand in her mouth.

Ben/Ghostfreak : Hahahahahahahahahahahahhahahahahaahhhaahhaha!!!!!!!!

Ben/Ghostfreak : Let's have some fun!

Then the screened turned into black and we hear Grandpa and Gwen's scream and Ben laughing.....

Fin.