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Ben escapes from Zs'Skayr's clutches, who himself retreats away from Ben. Ben steps into the sunlight and find that this new Ghostfreak has a new weakness to boot his real body cannot resist light.
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Ghostfreak, or now Zs'Skayr, removes his second layer of skin, revealing his true form. Now that he is free, Ghostfreak announces his intentions to possess Ben to gain control over the Omnitrix to make himself whole again, as well as getting revenge on Ben for being trapped inside the watch. Ghostfreak tells Ben that he had never been Ben and that he is not just a mindless form like Ben's other aliens, but has a mind of his own and that his consciousness was trapped inside the Omnitrix when his DNA was entered as the Ectonurite DNA sample for the transformation. After Ben transforms back, he sees that Ghostfreak is still there and flying mid air in front him, realizing that Ghostfreak has escaped from the Omnitrix. The Omnitrix begins to time out and, as it does, Ghostfreak begins to scream that he's not going back. The Circus Freaks escape, and Ghostfreak chases after them. 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.
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As Ghostfreak battles the Circus Freaks, he is being more vicious than Ben usually is. Ben tries to transform into Heatblast, but he gets transformed into Ghostfreak instead. They want payback for Ben ruining their career with Zombozo. It's the Circus Freaks, and they have come to rob the school.īen arrives and the Circus Freaks recognize him. In return, Gwen was about to punch Ben until they hear a noise coming from the gym. Ben blames Ghostfreak, but Ben's behavior is making Tiffany start to think that Gwen isn't Bancroft material. Flames erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm.
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Again, in the science lab, Ben sees Ghostfreak, this time in a beaker, and destroys it. 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. 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. Ben callously calls the place a "school for snobs and posers". Ben is still freaked out by his Ghostfreak dream, Bancroft Academy. The Rust Bucket is driving Gwen to a school that she wants to attend, to Ben's displeasure. Ben suddenly wakes up and falls out of bed. 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. 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 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. Ben and Gwen arrive, and, seeing this, Ben transforms into Wildmutt to climb the tree and get the child. The boy climbs the tree to get it, but finds that he's too afraid of the height to come back down. In a park, a boy throwing a Frisbee gets it stuck in a nearby tree.