Ghostfreak chased the circus freaks out into the main plaza, his claws stretching forward like he was ready to tear them apart the moment he caught up.
But before he could reach them, the Omnitrix began beeping rapidly and flashing red.
The timer was almost up.
Ghostfreak froze for a second, then looked around in a panic and immediately darted into the shadow of the archway corridor to hide from the light.
"No! I'm not going back!" Ghostfreak shouted.
The timer reached zero, and Ghostfreak burst into red light.
Ben let out a long sigh of relief the moment he turned back into himself.
"Man, I'm glad to be rid of that freak," Ben muttered to himself.
"Aw... and I thought we were close..."
Ben gasped and stumbled back, staring in horror as Ghostfreak suddenly appeared hovering in the air above him. He was no longer trapped inside the Omnitrix.
"So nice to finally meet you... face to face," Ghostfreak hissed in that same awful, rasping voice.
Ben stared up at him, completely stunned.
"This... can't be happening," he said nervously. "You can't be you! I'm you!"
"I was never you!" Ghostfreak snapped. "An Ectonurite's consciousness exists in even the smallest strands of DNA. When my sample was taken for the Omnitrix, I was trapped inside it. But now... now I can finally reveal my true self."
Ghostfreak grunted and began tearing away the thin layer of skin that had been hiding his real body.
What was left looked even worse.
His true form was purplish-gray with jagged black markings across his body, long black claws, black and white tentacles hanging from his chest, and an upside-down skull face with uneven teeth and one glowing purple eye.
Ben winced.
"Yeesh... I thought you were ugly before," he said. "What do you want?"
"I need the power of the Omnitrix to make myself whole again," Ghostfreak said as he floated closer. "I can only do that by taking over your body... or your cousin's."
Ben backed away immediately.
"Now let's see how you like being trapped inside someone else."
Ghostfreak reached for him with those deadly claws.
But before he could grab him, a blue-cloaked hand suddenly caught his wrist.
"Well, this is a surprising turn of events," Big Chill said in a cold, calm voice.
Ghostfreak turned sharply and slashed at him.
Big Chill exhaled a freezing breath right into his face, locking him in ice.
Ghostfreak floated free almost immediately and lunged back out, his single eye locking onto Big Chill.
Big Chill also moved, his cloak unfolding as his wings spread wide, and he drove a fist straight into Ghostfreak's head hard enough to send him stumbling backward.
He then unleashes another ice breath toward him. Ghostfreak vanished before the next hit could land.
Big Chill paused, then phased intangible just in time for Ghostfreak's claws to slash harmlessly through the space where his head had been a second earlier.
Big Chill turned back toward him and lunged again.
By then, Max and Gwen had already rushed over.
They stopped short the second they saw Big Chill fighting Ghostfreak directly, both of them looking alarmed.
Gwen was looking at the battle like it was an alien attack, while Max had already noticed the golden Omnitrix dial on the moth-like alien's chest.
Unlike Ben, who tells them and even shows his family his new aliens and their names. Evan just named them, but is too uninterested to showcase them.
"What the hell is going on with your watch!?" Orfevre's voice suddenly cut through the chaos.
Max and Gwen turned and saw Orfevre, Gold Ship, and Ben running toward them.
"Wait... Ben?" Gwen asked, completely confused as she looked between her cousin and the fight behind him. "If you're here, then who is that?"
"Ghostfreak escaped from the Omnitrix," Ben said quickly.
Even as he spoke, he noticed that both Ghostfreak and Big Chill had vanished into the wall.
The two ghost-like aliens were now fighting through the academy itself, passing through the walls and clashing in shadows, their forms only visible as strange outlines whenever they crossed a patch of light.
Ghostfreak's claws slashed across Big Chill's neck and left a deep cut, though no blood came out. Big Chill barely slowed down and kept moving forward, grabbing Ghostfreak by the head and shoving him out into the sunlight.
Ghostfreak hissed and started smoking from the exposure, his skin sizzling like it was burning.
He screeched in pain and thrashed wildly until he managed to wrench himself free.
Then the Ectonurite vanished back into the shadows, slipping through the ground and disappearing completely.
Big Chill chased after him for a while, but eventually lost track of where Ghostfreak had gone.
A little farther away, a blonde boy slowly walked off as if nothing had happened.
Except something was wrong with him now.
His eyes were darkening, with glowing purple pupils and cracked lines forming at the edges.
He held one hand out into the light and, unlike before, the sun did not burn him anymore.
He smiled faintly. "Good. I lost him..."
He looked back toward the place where Big Chill had vanished through the wall, then turned away with a quiet, satisfied expression.
"I guess these frail human bodies have a use for something after all."
...
Meanwhile, Ben was running around Bancroft like a man possessed, checking every room he could get into and yanking open every door just to make sure Ghostfreak was not hiding there.
At this point, at least one thing was certain.
Ghostfreak was not in the supply closet.
"Ghostfreak's gotta be around here somewhere," Ben muttered determinedly as he shut another door and immediately moved on to the next room.
"So what exactly happened again?" Gwen whispered to Orfevre while the two of them followed close behind him.
Orfevre gave a small shrug. "His alien decided to go out for milk."
Gwen stared at her.
Gold Ship, walking beside them, let out a quiet chuckle. "Yeah. Like father."
Gwen still looked confused, which only made Gold Ship laugh harder.
Evan trailed behind them, rubbing the side of his neck where Ghostfreak had cut him. He did not look panicked, just irritated in the way someone usually was after realizing a problem had become much more personal than expected.
"He says he's been alive inside the watch this whole time, just waiting for a way out," Ben said, clearly having heard Gwen's question even while he was focused on the search. "That's why I always felt weirded out whenever I became Ghostfreak."
Max glanced at him and kept his voice calm. "Look, Ben, whatever's going on, we'll handle it. You're not dealing with this alone."
"That's right," Gwen agreed immediately. "But how are you planning to bring him down once you find him? That alien's pretty tough."
Ben slowed down at that and turned toward Evan.
"With Big Chill, I can at least have a ghost brawl with him," Evan said seriously. "As for killing him completely... I'm not sure yet. But sunlight seems to do the trick."
Even Gold Ship stopped messing around for once when she heard the seriousness in his voice. That alone was enough to tell everyone this was no time for her usual jokes.
"Sunlight," Ben repeated, thinking it through. "He couldn't go into the sun. He had to stay in the shadows."
"What, like a vampire?" Gwen asked with a raised brow.
"That's never been a problem when you went Ghostfreak before," she added. "Remember when you fought those bounty hunters in the desert?"
Orfevre crossed her arms. "When we saw him escape, he looked like he was tearing off his own gray skin. Maybe that's why."
Evan nodded once. "So basically, he rips off his own skin for dramatic effect, only to realize he actually needed it."
Gold Ship snorted loudly at that and immediately covered her mouth like she was trying not to laugh again.
Ben gave her a look before turning back toward the others.
"...That's exactly why he needs me," he said after a moment. "Somehow, if we're joined, he'll be whole again. Which means we need to find him before sunset."
Max gave a small nod, already thinking ahead. "I've got a couple of things from my Plumber days that might help."
...
Night had fallen over Bancroft, and the Tennysons still had not found any trace of Ghostfreak, even after Max dragged out every weird alien gadget he had tucked away for emergencies.
"We have been at this for hours?" Gwen complained, sounding exhausted and frustrated at the same time. "If Ghostfreak crashes the campus, I am never getting admitted here."
The others all looked at her for a second, clearly not impressed by the way she had said it.
She noticed that and immediately shifted. "Not that I think that is more important than saving everyone here."
"You still on about that?" Orfevre muttered, rolling her eyes. "Gwendolyn, unless your family is rich or you actually need a degree for a job you really want, all a place like this gives you is a criminal amount of debt."
"Wow," Gwen said flatly. "That is somehow the nicest thing you have ever said to me."
"I am only telling you because you are family," Orfevre replied, crossing her arms and looking away like that explained everything.
Max's device suddenly let out a sharp beep.
He turned it slightly, frowned, and pointed toward the statue of the school's founder near the corner of the courtyard. "I am picking up some trace spectral activity over there."
Ben immediately straightened up. "Alright, time to get my game face on."
He slapped the Omnitrix faceplate down.
A burst of green light exploded outward, and when it faded, Four Arms was standing where Ben had been a second earlier. The four-armed alien rolled his shoulders once and gave a satisfied grin.
"Hey, I meant to do that," he said. "Maybe I am getting the hang of this thing."
"Seriously, Ben?" Evan asked, looking up at him. "You want to solve this by hitting the ghost with your fists?"
"Hey, I do not exactly have a lot of options like you do," Four Arms replied.
Evan gave a small sigh, but there was no real irritation in it. "Just keep our family safe, along with everyone else here. I will handle Ghostfreak."
Four Arms smiled at that. He knew Evan well enough by now to understand that when he said family, he meant everyone he was trying to protect. Ben was the same way. That made the answer simple.
"You got it," he said, giving a thumbs-up.
Evan did not waste time after that. He activated his Another Omnitrix, turned the dial, and brought up Big Chill's hologram before pressing it down.
A golden flash covered him.
When the light faded, Big Chill stood in his place, his breath cold enough to see in the air.
"Big Chill," he said quietly, his voice calm and chilly at the same time.
His wings unfolded from his body, and then he faded intangible, slipping down through the ground.
Not long after that, students began running out of the building in a panic, shouting over each other as they tried to get away from something inside.
Then Thumbskull and Frightwig appeared, dragging Tiffany along with them like she weighed nothing.
"We do not have time for you freaks!" Four Arms shouted as he and the others rushed up to meet them.
"You have got it all wrong, kids," Frightwig said with a smug smile. "This is where things are really going to get rolling."
And then Acid Breath stepped forward.
Except it was not just Acid Breath anymore.
The same black-and-purple eyes from earlier were staring out from behind his face now, and Max, Gwen, Orfevre, and Gold Ship all recoiled the moment they understood what they were looking at.
Ghostfreak phased out of the body with a cold glare.
"Hello, Ben," he hissed. "Old friend. Have you been working out?"
"Ghostfreak!" Four Arms growled.
Gwen made a face. "That is Ghostfreak? And I thought he was ugly before."
"That is what I said!" Four Arms shot back.
"My name is not Ghostfreak, I'm Zs'skayr!" He spat, the contempt in his voice almost sharper than his claws.
"I believe you have something that belongs to me."
Without warning, the Ectonurite lunged straight at Four Arms and slipped into his body before anyone could stop him.
For a moment, Four Arms struggled wildly, swinging at nothing in frustration while trying to force the possession out.
Then he bellowed and shoved Zs'skayr back out again.
The ghost reformed on the steps, hissing in annoyance.
"It seems I cannot merge with your alien forms," Zs'skayr said, sounding more irritated than worried. "No matter. Time is on my side. You will be human again soon enough."
"But we have a surprise of our own," Max said, stepping forward.
Zs'skayr looked down at the retired Plumber and the strange handheld device he had pulled from his back pocket. It had a large glass lens mounted on the front, and Zs'skayr clearly did not think much of it.
He probably assumed he could just phase through whatever it was.
That turned out to be a mistake.
Max pulled the trigger.
A concentrated beam of light shot out and struck Zs'skayr in the shoulder, making the Ectonurite recoil with a pained hiss.
"AAGH! Daylight at night?!" Zs'skayr shouted.
"Sun gun," Max replied, keeping the weapon trained on him. "Projects a beam as bright as sunlight."
Zs'skayr snarled, then darted aside just in time as Max fired again.
"Clever," he admitted through clenched teeth. "But not clever enough."
He flew directly into Thumbskull and possessed him on the spot, using the new host body to stay out of the beam's path.
"As long as I am in a host body," Zs'skayr said, "your weapon cannot touch me."
Then Big Chill's cold voice cut through the air.
"With this treasure... I summon..."
The ground suddenly darkened beneath them, like shadow itself was spreading across the lawn.
"The Mayan god of Death. Protector of the Temple of Ek Chuaj. Ah Puch!"
The guardian spirit rose from the ground in all his terrible size, and Thumbskull stopped dead the second he saw him.
He did not even get a chance to move.
Ah Puch let out a roar and slapped him across the face hard enough to send him flying across the campus lawn.
Frightwig face-palmed and shook her head in pure annoyance while Acid Breath rushed in beside her.
Acid Breath releases a stream of acid toward them. They both moved, but the moment they saw the acid reaching toward the Tennysons and Golds, Ah Puch moved to tank the hit for them.
The acid burned away its skin, but the damage was quickly healed as the skin regenerated.
Four Arms slammed Thumbskull through several stone figures near the lawn, then finally threw him aside and turned toward Acid Breath.
Acid Breath opened his mouth and spat a stream of acid toward him.
Ah Puch stepped in front of the attack without hesitation, taking the hit and simply regenerating from it as if it barely mattered.
Four Arms grinned, leaped forward, and smashed his fists into the ground, sending a tremor through the lawn that threw Acid Breath away.
Then Zs'skayr phased out of Thumbskull and into Frightwig, who immediately walked forward and tossed Tiffany aside.
Fortunately, or unfortunately depending on how you looked at it, Gwen rushed in and caught Tiffany before she hit the ground.
Gwen gave an awkward laugh, still half focused on the chaos around her. "So... should I turn in my admissions application to the main office, or just hand it to you?"
"Gwendolyn!" Orfevre snapped.
Honestly, she had no idea how Gwen could still be thinking about school at a moment like this.
Zs'skayr used Frightwig's body to wrap her dreadlocks around Four Arms' legs, yanking him down to the ground.
Frightwig rushed in and smacked him in the face with her hair.
Four Arms clenched his teeth and grabbed onto the hair around his leg, then pulled hard and dragged her toward him before flinging her across the lawn in a tangle of her own dreadlocks.
"You can keep playing Musical Freaks all you want," Four Arms growled. "We will just keep beating you down every time."
"You are right," Zs'skayr said as he phased out of Frightwig, turning his attention toward Gwen. "Maybe I need a new partner. Someone a little more... interesting for you to battle."
"Gwen, look out!" Four Arms shouted.
Zs'skayr launched himself straight toward her. Gwen screamed and stumbled backward.
But before he could reach her, a blue, intangible moth-like figure rose up from the ground and slammed into him, knocking the ghost off course and dragging him away from Gwen.
"Yo," Big Chill said, already hovering there with a crooked smirk, his form returning to normal. "Did you enjoy running with your tail between your legs like a little bitch?"
Then he breathed a freezing blast straight into Zs'skayr's face.
Zs'skayr shook it off by going intangible and flew back up into the air, glaring down at Big Chill from above.
"It is useless," he snapped. "As long as a sample of my DNA still exists, I cannot be defeated. You cannot win."