|This article contains information on of the franchise and is non-canon to the TV continuity.|
After an off-screen adventure at a "Louisianan Ant Farm", Ben, Gwen, and Max have been invited by Max's old friend "Grady" to go see a live race. Unlike Gwen, Ben doesn't seem to appreciate the noise, nor the skill of the race-car drivers involved.
Once one of Grady's drivers set a track record, the mysterious "Flying Dutchman" drives by; a car that has -throughout the past week- been wiping out all other competition it has come up against, with an "unnatural" aura surrounding it.
After hearing the rumour of the car being haunted from Grady, Ben sets off later that night with his reluctant cousin to investigate under the hood of the car. Ben transforms into Ghostfreak to further explore the inner workings, where he soon discovers the inside of the car is home to a trans-dimensional doorway to another dimension.
In this realm, Ben discovers Animus, the speed demon keeper of the domain, who seeks Ghostfreak out as his replacement. As Ben barely escapes the car, he de-transforms and runs off to get help. While he's running to Max to explain the situation, the two see Gwen has been captured by the car as it drives off with her trapped inside. Ben tries to transform into XLR8 to catch up, but he instead transforms into Upgrade, where he and Max jump in a car to drive after.
As the two cars enter the race track, they both quickly overtake all others, and exchange words - wherein Ben is told that the demon must possess the car until he is beaten in a race. As the Omnitrix begins to time out, and Upgrade starts to transform back into Ben, he sticks his head out and barely wins the race. Gwen is saved, as the car around her disintegrates into debris, and Animus is destroyed.
- Ben's eyes are colored black in a few panels.
- Ghostfreak's eye was green.
- Ghostfreak was spelled as "Ghost Freak".
- Upgrade's lines were white.
- "Bill Elliott", the race-car driver referenced, has his name misspelled with only one 't".
- The time of day is set out to be night when they enter the garage, though in a few minutes, it has changed to mid-day.
- Ben transforms from Upgrade back to Ben in public, without any consequence to his secret identity.
- "Bill Elliott", the race-car driver is made reference to.
- The name of the villain's car; 'The Flying Dutchman', is taken from the mythical ghost ship of the same name.