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Trade-Off! Busy Box
Ghost Town

Prologue

Speaker Dialogue
The episode starts in a space prison.
Station Manager (through pilot communication) Station to patrol ship, nothing to report, the prisoner is secure.
Patrol Guard Copy that. Can't say I'm surprised.
Something is detected on sonar, it appears to be Vilgax
Patrol Guard What is that?
Vilgax is flying towards the ship.
Patrol Guard Attention, unidentified vehicle. You're entering secure space. I will fire if you proceed.
Lasers get fired at Vilgax. He uses his Shield of Seagle to defend himself. Vilgax charges and breaks the prison. He heads to the prison where there are soldiers blasting him, then he retaliates with red lasers. Vilgax breaks the door and finds an incarcerated Zs'Skayr who being held captive and sunlight is damaging him.
Zs'Skayr (weakly) Pleeease. The light, it burns.
Vilgax And if I were to stop it?
Zs'Skayr Don't toy with me, Vilgax. Ask for what you want.
Vilgax I do not ask, Ghostfreak. I demand and you obey... I will free you from your prison and in return, you will tell me what I wish to know.
Zs'Skayr The knowledge to defeat Ben Tennsyon, the secrets of the Omnitrix.
Vilgax Tell me, then I will set you free.
Theme Plays

Act 1

Speaker Dialogue
The trio are playing golf at a mini golf course.
Ben (waiting for Gwen to play her shot) And five centuries later...
Gwen Look, you're the one who suggested miniature golf.
Ben that was only because there was supposed to be a rogue alien wrecking this place.
Gwen It's supposed to be a little cute alien, not a scary one.
Kevin Whatever, scariest thing so far is how bored I'm getting.
Gwen plays her shot and gets a hole in one.
Gwen (gasps) Another hole in one!
She gets out her scrapbook. Somehow, the golf ball gets back out the hole.
Gwen I'm still counting that!
A mole alien gets out the hole.
Ben Finally. Let's bag him and go home. (walks up to the alien) Hi there, little guy.
The mole alien breaths acid which melts the golf ball.
Ben This is why I hate miniature golf.
It pops up behind Gwen and breaths acid for her to put up a manna shield. It starts spiting acid on Kevin's foot.
Kevin Oww! I hate golf, but I'm a big fan of whack-a-mole.
Kevin morphs his hand into a mallet and tries to hit it.
Kevin You know, this is a lot more fun at the arcade.
Now Gwen and Kevin are trying to attack it.
Gwen It's like he knows when we're going to hit him.
Ben Maybe you're just not hitting hard enough.
Ben activates his Omnitrix and turns into Humungousaur.
Humungousaur Humungousaur! (stamps his foot on the mole alien) Just. Stand. Still!
Humungousaur lifts a clock tower and hits the mole alien with it.
Humungousaur Hey, Gwen, a "mole in one". (laughs)
The mole alien acid bites Humungousaur's tail, making the latter wail. Gwen gets her golf club to whack the ball.
Gwen Keep him there, Ben!
Humungousaur But he's got acid spit!
Gwen whacks the ball on the alien, which defeats it and knocks it out.
Kevin Nice shot.
Gwen Yeah, guess he wasn't up to "par".
Kevin What do you mean?
Gwen It's a golf joke, nevermind.
Humungousaur times out and reverts into Ben. Ben pulls the unconscious mole alien from the ground, which seems to be a giant-eely alien with multiple heads.
Ben Next time, we're going go-kart racing.
There is a shooting star-like thing in the sky that crash-lands.
Gwen What was that?
Kevin Whatever it was, it better not have landed on my ride.
Ben (to the defeated mole alien) Stay right there!
The team go to investigate.
Vilgax appears to be there with a black eye, with Ben activating his Omnitrix, about to transform.
Vilgax Ben Tennyson, I need your help.
At Burger Shack, Ben and Vilgax are having their talk.
Vilgax Burger Shack?
Ben I got you the kiddy meal, so don't let them know you're under 8.
Ben tries to get his tray of lunch but Gwen drags it away.
Ben What's your problem, Gwen?
Gwen Don't you remember how many times this guy has tried to kill you?
Ben Not exactly. A lot? That's what makes this so much fun. (to Vilgax) What was it you needed?
Vilgax I need your help?
Gwen You shouldn't even be here. You were banished from our planet.
Kevin And what makes you think he's gonna help you, squidface?
Vilgax One word. Ghostfreak.
Ben What about him?
Vilgax Interested now? You should be. He escaped from your Omnitrix. Almost destroyed you.
Ben I know, I was there.
Vilgax And I was there when he escaped from the maximum security prison built to hold only him!
Gwen He's on the loose?
Vilgax And even more powerful than ever, he even tried to possess me.
Ben He always was the possessive type.
Kevin That still doesn't tell us why you're here.
Vilgax Even though I drove him off, Ghostfreak wasn't finished with me.
We are shown Vilgax's story which takes place at Vilgax's home planet.
Vilgax (VO) Instead of seeking revenge directly, he attacked my world.
Zs'Skayr is popping out of the sea and converting one of Vilgax's people into his species.
Vilgax (VO) Every one of my people he possessed became a Ghostfreak minion, slaved to his hive mind.
Shows Vilgax fighting the Ghostfreaks.
Vilgax (VO) I tried to defend my homeworld, but the infestation spread exponentially.
Then Vilgaxia is now covered in a green film.
Vilgax (VO) Then in weeks, Ghostfreak controlled my entire planet. He had what he wanted, it was nothing I could do, but escape and bring back help.
The story ends.
Vilgax That is to say you, Ben Tennyson.
Ben And you think I'm going with you because why?
Vilgax because this is your fault!
Ben What? I've never even been to your planet!
Vilgax You freed Ghostfreak from the Omnitrix. His actions are your responsibility, but of course, if you rather I do it alone. (puts his hand out for the Omnitrix)
Ben Not a chance, Vilgax
Gwen and how did you know-
Vilgax we are wasting time! - My people are not warriors like me, they are innocent women and children.
Kevin Why should we believe anything you say?
Vilgax what other reason would I come groveling to your pitiful planet?
Gwen He makes a good point.
Kevin Come on! This couldn't be a more obvious trap than a sign that said, "Free Cookies."
Ben probably... but I really like cookies. We're going!
Gwen If he is telling the truth, we can't just let people suffer.
Kevin Better them than us.
Ben my watch, my responsibility.
Kevin It's not all about "Ben Tennyson."
Ben Vilgax won't touch you while I'm around, it's totally safe. (to Vilgax) But the first sign of a double cross and you're a sushi platter!
They use Ship in Antarian Obliterator form to travel to Vilgaxia, then they exit the ship.
Ben (about Vilgax's homeworld) Looked better in the brochure.
Vilgax Ghostfreak is the cause of all this.
Kevin (to Ship) Now stay, stayyy! I mean it!
Ship dimorphs and starts wondering off.
Kevin I thought you said Julie trained that thing.
Gwen We should probably focus on our other problems. (points)
There are Ectonurite slaves coming at them.

Act 2

Speaker Dialogue
Ben they haven't seen us yet, get in here!
They take cover in a hole. Kevin morphs his hand's into mallets to cover up the hole which cause the enslaved Ectonurite slaves to go away.
Ben Phew. Tricked them.
Kevin dimorphs his hands. They hear a slight echo.
Gwen what is that?
Vilgax A child crying.
Kevin Guess they worn after us
Vilgax punches a hole in their hiding place and runs.
Gwen what are you doing?
Kevin Giving away our location! I knew we couldn't trust the squid!
Ben that’s okay, I was kind of getting sick of being nice to him.
Ben activates his Omnitrix and transforms into Swampfire.
Swampfire Swampfire!
Swampfire morphs his fingers and toes into tentacles to dig a hole in the ground for the team to go through.
Swampfire I can't believe you tried to trick us into...
Swampfire sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions.
Swampfire ...saving a little girl? Okay, now I feel like a jerk!
Gwen The big bad has a conscience, who knew?
Vilgax (fires optic lasers at the Ectonurite slaves) Don't let them reach her, the Ghostfreaks can possess anything they touch.
Kevin Like us?
Swampfire attacks the Ghostfreaks with fireballs, then fires at the green film to make them scared. Suddenly, the plant comes alive and grabs the Ghostfreaks.
Swampfire (laughs) Nice! I wasn't even sure that was a plant.
Vilgax fights the Ghostfreaks. Then Gwen and Kevin join in for him to be possessed by one of the Ghostfreaks.
Gwen (gasps)
Kevin manages to get the Ectonurite to flee his body.
Kevin Great, even the freaks don't want me.
Gwen Kevin!
Swampfire That's a good thing, you should stay upfront.
Kevin morphs his hand into a mallet and charges at the Ghostfreaks and attacks them. Gwen and Swampfire join the fight. Now Vilgax joins the action, making the Ghostfreaks retreat.
Vilgax ‘‘(to the Chimeran child) Are you injured?
Chimeran child No, my lord Vilgax. Thank you, my lord Vilgax.
Vilgax It is not safe here, stay inside and be quiet.
The Chimeran child hugs Vilgax.
Ben you are so losing your evil cred.
Vilgax Watch your tone, Ben Tennyson! (threatens to draw sword) If I did not need your help...
Ben There's the bad guy we all loved to hate.
Kevin so what's next, got some puppies that need saving?
Vilgax we eliminate Ghostfreak. Without his mental control, his minions will be powerless.
Gwen Where do we find him?
Ben He's gotta be in your house.
Vilgax my castle, yes, it is well fortified.
Ben I've got an idea, but I need to get close to Ghostfreak.
Kevin you’ve gotta have a house key hidden under rocks somewhere.
Vilgax I take your meaning. There is a secret way into my stronghold, but it is not pleasant.
They are in a trash chute while trying to get to Vilgax's Castle and Gwen is using her manna to create light.
Kevin seriously, a trash chute?
Vilgax you should be grateful I called off the flesh beetles.
Kevin "Grateful". That's the word.
The team and Vilgax walk up the trash hills.
Gwen Those freaks seem to have a real grudge against you, Vilgax.
Vilgax He... simply sealed my planet as the jewel it is.
Kevin Jewel? (trash glob drips on his head; scoffs) Even better.
Ben Once we take the freak down, we can find out what he really wants.
Vilgax You seem confident.
Ben Told you, I have a plan.
They are hid behind a curtain in Vilgax's Castle and are sneaking through and find Ghostfreak at the windowsill.
Ben He's there. Now for my plan to work, I need a distraction. (makes a selection stare at Vilgax)
Vilgax You suggest me?
Ben Nothing says 'distraction' like a tentacle-faced alien.
Vilgax Ghostfreak!
Zs'Skayr Aah, Vilgax, back for more?
Vilgax (pulls out his sword) This time you will die, Ectonurite scum!
Zs'Skayr fires an energy beam at Vilgax, for him to defend himself with his Shield of Seagle
Zs'Skayr Before, I enslaved your planet, as I will the universe, all I needed was a place to start, even now my minions built starships to infest other worlds!
The screen shows the converted Ectonurites building starships.
Zs'Skayr But now that you're here, I wouldn't mind possessing your power as well.
Vilgax You are welcome to try.
Zs'Skayr charges at Vilgax, but Ben slides in and makes Zs'Skayr enter the Omnitrix.
Omnitrix Alien DNA sample acquired!
Ben slams the Omnitrix and transforms into Ghostfreak.
Ghostfreak Ghostfreak!
Gwen that was it? That was your plan?
Ghostfreak don’t worry, Gwen. Ghostfreak was one of the Omnitrix originals. I have controlled him before -- (starts coughing poorly)
Gwen Ben, are you okay?
Ghostfreak's Omnitrix symbol weaves into his body, his eye goes purple and Zs'Skayr takes over.
Zs'Skayr (deep voice) Never felt better.
Zs'Skayr fires an energy beam at Gwen for Kevin to jump in and save her from his attack.
Kevin (to the possessed Ghostfreak) What's the matter with you?
Gwen Kevin, his Omnitrix is gone!
Kevin that can't be good.
Kevin gets blasted by Zs'Skayr's energy beams and crashes into the ceiling.
Zs'Skayr ‘‘(laughs evilly)
Gwen Ben, stop it!
Vilgax don’t you see? Ben Tennyson is no longer in control of his body, Ghostfreak is!
Gwen But Ben's still in there somewhere. We can't hurt him!
Kevin ‘‘(fleeing some rocks) Speak for yourself.
Vilgax what a wonderful opportunity, both of my greatest enemies in one body. What is it you humans say, that I can kill two birds with one stone?

Act 3

Speaker Dialogue
Vilgax fires a Ruby Ray of Rouleau beam at Zs'Skayr.
Gwen (fires a manna blast at Vilgax) Leave him alone!
Vilgax Foolish child! He'll destroy you if I let him.
Kevin (sarcastically) Oh yeah, thanks for the help.
Kevin morphs his hand into a spiked mace and charges at Vilgax for his hand to be restrained by his enhanced strength.
Vilgax I grow weary of your help.
Vilgax throws Kevin. Zs'Skayr telekinetically throws the squid ceiling cover on Kevin and fires an energy beam at him.
Gwen Ben, stop it! You're hurting your friends! Please! I know you're in there somewhere!
Vilgax And that's exactly what I plan to take care of!
Vilgax attempts to attack, and Gwen gets in his way. Vilgax fires some ruby ray beams at Gwen, which she puts up some manna shields to defend herself from the attack and then charges at Vilgax, for her to get knocked into the high wall. The crash exposes the sunlight to Zs'Skayr, briefly weakening him but soon disappears, and Gwen is rendered unconscious.
Vilgax Finally, no more distractions.
Zs'Skayr And much more destruction.
Vilgax unleashes energy boxing gloves and the two engage in a 1-on-1 fight, in which Zs'Skayr uses his telekinetic attacks, and Vilgax is besting him with his sword, then, Vilgax fires lasers at Zs'Skayr's skull, for him to resist and wrap his tentacle around the former's face and throw him.
Zs'Skayr To me, my servants!
The Ectonurite-converted slaves appear in Zs'Skayr's call and order them to attack Vilgax. Vilgax defeats some of them, but gets grabbed by 3 Ectonurite slaves and is restrained against the wall.
Zs'Skayr Hold him, I wish to possess this one myself. With Vilgax, Ben Tennyson, and myself as one, there will be no power in the universe that can stop me!
Zs'Skayr attempts to possess Vilgax starting with the former's hand, but he gets blasted back by the latter's optic lasers, and he escapes the Ectonurite slaves. Vilgax picks his sword up and exposes Zs'Skayr and the Ectonurite slaves sunlight. The Ectonurite slaves are destroyed, and the Omnitrix symbol appears on Zs'Skayr again. His hand starts to reach for it.
Zs'Skayr Ben... Tennyson?! No!
Zs'Skayr smacks the Omnitrix symbol and he reverts into Ben.
Ben No, no, no, hold your applause. (sees Gwen and Kevin) Aww, you guys missed the whole thing!
Kevin We saw enough.
Gwen Ben, that was really, really stupid.
Ben Except for the part where it worked, right?
Kevin And we also got creamed in the process. You're not in this alone, or did you forget?
Ben So no victory parade?
Outside Vilgax's castle, his people are praising Vilgax.
Chimeran Suis Generi Long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax, long live Vilgax!
Ben shows up in the castle.
Ben Look at you, you've got a fan club.
Vilgax I do not presume to take credit for your deeds, Ben Tennyson.
Ben Hey, I'm not gonna tell anybody. What happens in Vilgaxia stays in Vilgaxia.
Vilgax A wise choice.
Gwen Hey, Ben!
Kevin I found Ship.
Gwen He was emulating some kind of alien toaster, but I convinced him to change back for now.
Kevin (holding Galvanic Mechamorph toast) After making ten loaves of toast. Can we leave already?
Vilgax Yes, you have helped me achieve my goal, and so you have won your miserable lives.
Gwen Won them? You tried to kill us!
Vilgax Foolish child! If I had not taken you out of the battle, Ben Tennyson himself would have, permanently.
Kevin don’t do us any more favors, Vilgax.
Vilgax It won't happen again, I assure you.
The team fly away, via Ship in Antarian Oblierator form.
Vilgax this is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning!
Credits Play
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