Ghostfreaked Out

Plot
A boy throws a Frisbee but it gets stuck in a tree. The boy climbs the tree to get it, but can't come down. Ben and Gwen show up and see this, so Ben becomes Wildmutt to climb the tree and get the boy. When Ben talks as Wildmutt while reassuring the boy, the boy turns around and has Ghostfreak's eye and in Ghostfreak's voice he says he wants to be let out. The whole setting changes to a giant Ghostfreak and the giant Ghostfreak tells Ben to let him out of the Omnitrix. Ben suddenly wakes up and falls out of bed. It was revealed the whole thing was a nightmare.

Ben begins having strange feelings about Ghostfreak, as Grandpa Max drives Gwen to a school she wishes to attend, Bancroft Academy. Ben callously calls the school a "school for snobs and posers", which angers Gwen. Upon arriving at the school, they are given a tour by a snobby female student named Tiffany. During the tour, Ben begins to see strange things, such as Ghostfreak's shadow and his face in a beaker asking Ben to let him out of the Omnitrix. Ben's behavior is making Tiffany start to think Gwen isn't Bancroft material, and Gwen was about to punch Ben in the face until they hear a noise coming from the school's gym. It's the Circus Freaks, and they have come to rob the school.

Ben arrives and the Circus Freaks recognize him. Ben tries to become Heatblast, but becomes Ghostfreak instead. But when Ben battles the Circus Freaks as Ghostfreak, Gwen and Max notice Ben is fighting viciously and not the way he fights his enemies at all and he even scares Gwen in a strange manner. The Circus Freaks escape and Ghostfreak chases them.

The Omnitrix times out and Ben returns to his normal self, but realizes Ghostfreak has escaped. Ghostfreak explains to Ben that he has entered through the Omnitrix to possess Ben in order to take over the world and has been trying to escape the Omnitrix this whole time. In order to possess Ben, Ghostfreak removes his second layer of skin, revealing a more horrifying form underneath. However, Ghostfreak has now developed a new weakness; his body cannot resist sunlight anymore. Trapped in the shadows, Ben escapes from Ghostfreak's clutches. Ghostfreak then possesses a Bancroft boy playing a tuba and realizes he can't be destroyed by sunlight when he's in another body. Ghostfreak finds the Circus Freaks hiding in a shed and makes them become his minions by possessing Thumbskull's body and moving it around. Ben tells Gwen and Max about Ghostfreak and then they begin searching the school for him.

At night, Ben notices some Bencroft students running away screaming and becomes Four Arms to see what's going on. The Circus Freaks come out and Ghostfreak is possessing Acid Breath. He leaves Acid Breath's body to possess Four Arms, but realizes he can't possess Ben when he's in alien form. Ghostfreak then possesses the Circus Freaks to fight Four Arms, and he defeats them all. Ghostfreak then possesses Gwen and uses her martial art skills to fight Ben. Ghostfreak climbs up a wall and Four Arms follows. But Ben changes back to human as the Omnitrix times out and uses a sunlight weapon to fry Ghostfreak, but Ghostfreak will kill Gwen unless Ben surrenders to him. Ben decides to surrender, and Ghostfreak leaves Gwen's body but has the Circus Freaks to kill Gwen and Max.

Ben becomes Grey Matter to avoid being possessed by Ghostfreak, and then begins to make the Circus Freaks fight each other. Ghostfreak chases Grey Matter while Gwen and Max handle the Circus Freaks. Ben becomes normal again when the Omnitrix times out again and Ghostfreak finally has the opportunity to take over Ben's body. But sunlight approaches and Ben pulls down the curtains. The sunlight that is revealed destroys Ghostfreak. The police come and arrest the Circus Freaks, and Gwen now has no chance of attending Bancroft Academy. Ben cheers her up by saying none of the students would have been able to stop Ghostfreak or the Circus Freaks.

Major events

 * Ghostfreak escapes from the Omnitrix.


 * The Circus Freak Trio returns.

Debutes

 * Zs'Skayr

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Max Tennyson
 * Tiffany
 * Students of Bancroft Academy

Villains

 * Zs'Skayr
 * Circus Freak Trio

Aliens used

 * Wildmutt (used in Ben's dream [in this episode]; not used once he woke up)
 * Ghostfreak (accidental transformation, selected alien was Heatblast; real name is Zs'Skayr)
 * Four Arms
 * Grey Matter

Errors

 * Error.png'Skayr still had the Omnitrix symbol when he was free (until he tores the sun shield).

Trivia

 * This is the first and only time Wildmutt talks in the original series, but it was in a nightmare. Here, he's voiced by Tara Strong.
 * Ghostfreak has a new weakness. The weakness is: "He cannot float on sunlight".
 * Cannonbolt cannot be used in this episode because Ben changed into Ghostfreak (while he is still white and has a peeled-up skin).

Quotes
Gwen If Ghostfreak trashes the campus I'll never get admitted! Ben Max (turn around and look at Gwen) Gwen Not like that is as important as saving all these innocent people.