Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of a school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere telling Ben to "release me", 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 (even to the point where he scared Gwen), 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 he 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. The circus trio is arrested by police.
- Grandpa Max: "Wait something's wrong...I've never seen Ben so vicious."
- Gwen: Your trashing the whole gym! Are you trying to ruin my chances on getting accepted here!? Ben! Answer me!
- Ghostfreak: (turns around) Ben's not here...(floats to Gwen) Boo!
- Gwen: (scared) Huh?