Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. As a side effect of removing it, though, he can no longer withstand sunlight and is forced to retreat. Ghostfreak scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix. Ben and family encounter Ghostfreak and his minions that night. Gwen and Max easily deal with the circus trio, but Ghostfreak has Ben on the run. As Ghostfreak prepares to possess him, Ben pulls back the curtains in the room while the sun is rising, incinerating him. In the end, presumably as a result of Gwen’s connection with Ben and her involvement in fighting off the villains (during which quite some damage was done), her application for the academy is rejected. Ben manages to cheer Gwen up after she hears the bad news. Aliens transformed into: Wildmutt, Ghostfreak (last time), Fourarms, Grey Matter.