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| The Galactic Enforcers | Ultimate Weapon | |
| Ghostfreaked Out |
Prologue
| Speaker | Dialogue |
|---|---|
| In a park, overlooked by a city on the horizon, a boy has thrown his frisbee into a nearby tree. The boy climbs the tree to get it unstuck, but finds that he's too afraid of the height to do anything other than cower. | |
| Little Boy | Huh! Ooh... Help! I can't get down! |
| Gwen | (calling up) Don't worry! We'll come up and get you! |
| Ben and Gwen stand underneath the tree in the park. | |
| Ben | (sarcastically) We? |
| Gwen | Hey, you're the one with all those alien heroes at your fingertips. |
| Ben fiddles with the watch before transforming into Wildmutt and begins to climb the tree. | |
| Gwen | Oh, good thinking! Turn into the vicious alien attack dog to rescue the scared kid out of the tree. |
| Ben looks over his shoulder, and growls at Gwen's jab. As Wildmutt approaches down the branch, the boy becomes even more scared. | |
| Little Boy | Oh! (turning away and cowering) |
| Wildmutt | (in Ben's regular voice) It's okay. I'm here to help get you down. |
| Little Boy / Ghostfreak | I don't want to get down. |
| The boy turns around to reveal his face now has Ghostfreak's one purple eye. | |
| Ghostfreak | I want out! |
| Ben | (recoiling) Nyah! |
| The whole setting transforms, the branch melts into Ghostfreak's hands, and the leaves and sky into the Omnitrix's DNA void. As Ben backs up against the trunk, it turns into Ghostfreak's face, fully completing the transformation. | |
| Ben | Leave me alone! |
| Ghostfreak | You can't get away from me. |
| Ben jumps back, and the branch, now a hand, grabs Ben in its grasp and lifts him closer, face to face. | |
| Ghostfreak | Always the hero. What a waste of potential. (pulling Ben closer) If you want to be helpful, get me out! |
| Ben | (screaming) Aaah! |
| Ben suddenly wakes up and falls out of the bottom bunk of the RV, realizing the whole experience was a nightmare. | |
| Ben | (slumping) Oh... |
| Theme Plays | |
Act 1
| Speaker | Dialogue |
|---|---|
| The Rustbucket drives over a bridge, up the road towards a school. Ben sits looking at the greenery outside the window with his head in his hands. | |
| Max | Ben... Ben! |
| Gwen | (smacking Ben over the head with literature) Earth to dweeb! |
| Ben | Huh? |
| Gwen | Clean the wax out of your ears. |
| Max | (from the driver's seat looking back) You okay, son? |
| Ben | Oh, yeah. I guess I'm still just a little weirded out by that Wildmutt nightmare. |
| Gwen | Well, what do you expect when you wolf down two mega-enchurritos for a midnight snack? |
| Ben | (snatching the literature Gwen was reading from her hands and fumbling with it) You think you're so smart. Is that why you want to go to this stupid school? It's full of nothing but snobs and posers. |
| Gwen | "Bancroft Academy" is one of the top schools in the country! |
| Ben | Yeah... for snobs and posers. |
| Gwen | (snatching the paperback) Ben, I'm warning you. You'd better not do anything to embarrass me on the tour of the campus. |
| Ben | Don't get your shorts in a twist. I'll be on my best behavior. |
| Gwen | Oh, why doesn't that make me feel better? |
| The three Tennysons are being given a tour by an overly snobby-sounding student, as other school-children walk around the grounds. | |
| Tiffany | And recently, Bancroft Academy was awarded the prestigious solid gold main-cup trophy for top-rated prep school on the East Coast. So, you can see why we're very picky about who we admit. (sighing) So many delude themselves into thinking they are Bancroft material. It's so sad. |
| Gwen | Well, I have a four-point two GPA, I'm president of the computer club, treasurer of the science society, volunteer at several local charities, and I'm a member of my school's Jiu-Jitsu team. (Listing them off on her fingers, punctuating it with a Jiu-Jitsu flourish.) |
| Tiffany | (unimpressed) How nice for you. |
| Gwen reacts solemnly to the student's reaction while Ben snickers, though he's interrupted when he thinks he sees and hears Ghostfreak. | |
| Ghostfreak | ...Ben... |
| The touring student turns to Ben,who's stopped walking and is looking freaked out. | |
| Tiffany | Do you have a question? |
| Ben | Uh, yeah. Why are there so many kids here during vacation? |
| Tiffany | Attending our prestigious summer school session. |
| Ben | (continuing on the tour) Summer and "school." There's two words that should never be used together. |
| Gwen shoots Ben a look. | |
| Ben | What? |
| While walking, the group walk under an overhanging part of the building, with light being cast between pillars. Ben sees his shadow momentarily turn into Ghostfreak, before returning to normal. | |
| Ben | Grandpa's right. I just need a little sleep. |
| The four enter a room, with a huge microscope laid on one of the tables, as well as Bunsen burners on others. | |
| Tiffany | And this is our science lab. |
| Gwen | (gasping) Oh, an electron microscope! |
| Gwen's happy mood is cut short again when she turns to Tiffany, who seems weirded out and just raises one eyebrow. While looking around Ben again sees Ghostfreak, this time in a beaker. | |
| Ghostfreak | Let me out! |
| Ben | (smacking the beaker off the table) Leave me alone! |
| Gwen | (seeing Tiffany's reaction to the broken beaker at her feet) Ah ha ha. Oh, that's my cousin, always joking. |
| Flames erupt from the Bunsen burners, breaking more beakers. | |
| Gwen | Ah! |
| Max | Ben, what are you doing? |
| Ben | I didn't do it. It was Ghostfreak. |
| The fire alarm activates and the sprinkler sets off right above Tiffany. | |
| Tiffany | This is not going to look good on your application. Bancroft is a no-freak zone. |
| The Circus Freaks' image is reflected as they stare at a trophy case in one of the school's hallways. | |
| Acid Breath | See what I mean? Easy money. |
| Security Guard | (entering) Hey, this room is off-limits without an escort. |
| The Circus Freaks stare him down menacingly. | |
| Outside, Gwen catches up to Tiffany. | |
| Gwen | I am so sorry about my cousin. Actually, we're not really even related. I think his parents found him at a zoo or something. |
| Tiffany | Oh... at B.A, it is as important who you are as what you've done. You know, if you're a person from a quality family.(looking over Gwen's shoulder at Ben before leaving.) |
| Gwen | (reaching out as if to call after Tiffany but turning back) Oh, Benjamin Tennyson, I'm gonna-- |
| Gwen raises her hand in anger, threatening to punch Ben, but is interrupted by a noise coming from the gym. | |
| Ben | I'd better check that out. |
| Ben stands looking at the smashed trophy case scratching his head. Hearing laughter, he runs into the gym and confronting the Circus Freaks as they terrorize the Security Guard, having strung him up in the gym rafters. | |
| Circus Freaks | (laughing together) |
| Ben | (opening the door) You again? |
| Thumbskull | It's that kid who took down Zombozo. |
| Frightwig | That was a sweet gig working for that clown, and you ruined it! ...Now it's payback time! |
| Ben | A little Heatblast action should light a fire under you freaks. |
| Ben activates the Omnitrix, but he gets transformed into Ghostfreak. | |
| Ghostfreak | Ghostfreak? I didn't pick you. |
| Acid Breath | Nice trick, kid. |
| Thumbskull picks up a chunk of the gym's bleachers and throws them at Ben. Acid Breath continues by melting the pile in a cloud of green mist. | |
| Acid Breath | ...But we ain't scared of no ghosts. |
| Circus Freaks | '(laughing together) |
| Ghostfreak | (intangibly flying up through the melted pile unharmed) You should be. |
| Max and Gwen arrive through the gym door to see Ben fighting the trio. | |
| Max | It's those circus freaks! |
| They watch as Ghostfreak fly under and up through the gym mat on the floor, propelling Acid Breath into a wall. Then Ghostfreak confuses Thumbskull by phasing through him as he tries to wrestle him and sneaking behind to phase his hands through his head and causing him excruciating pain. Frightwig whips her hair at Ghostfreak, but he catches it round his arm, and phases through the floor, tugging her by the head and smacking her face into the gymnasium floor, phasing his hand to once again smack her face while she's down. | |
| Max | Something's wrong. I've never seen Ben so vicious. |
| Gwen | You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben, answer me! |
| Ghostfreak | (turning his head to meet Gwen eye to eye and leaning in close) Ben's not here. Boo! |
| Gwen, startled, backs away and falls over onto the floor. | |
| Ghostfreak laughs joyously at Gwen. While laughing, Ghostfreak gets blindsided by a bag smacking him across the room, allowing the Circus Freaks to escape. | |
| Ghostfreak | I guess they didn't learn their lesson. |
| Ghostfreak chases off after them through the school courtyard, while Max goes to the startled Gwen, with them exchanging looks. | |
| The Omnitrix begins to time out and, as it does, Ghostfreak clutches his head and screams. | |
| Ghostfreak | No, I'm not going back! |
| Ghostfreak flies into the shaded pillared walkway and Ben times out. | |
| Ben | Phew. Man, I'm glad to be rid of that freak. |
| Ghostfreak | Aw, I thought we were close. So nice to finally meet you... face to face! |
| Ben looks up to see that Ghostfreak is still there and flying mid-air in front of him, to his horror. | |
Act 2
| Speaker | Dialogue |
|---|---|
| Ben | This can't be happening. You can't be you. I'm you! |
| Ghostfreak | I was never you! An Ectonurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now, I can reveal my true self! |
| Ghostfreak removes his outermost layer of skin, revealing his true, more gruesome, form, shocking Ben. | |
| Ben | I thought you were ugly before. What do you want? |
| Ghostfreak | I need the power of the Omnitrix to make me whole again. I can only do that by taking over your body! |
| Ghostfreak lunges towards Ben, reaching his hand out. | |
| Ghostfreak | Now, let's see how you like being trapped inside someone else! |
| Ben steps backwards into the sunlight as Ghostfreak's hand reaches out for him, instantly burning in the sunlight. | |
| Ghostfreak | Aah! |
| Ghostfreak recoils back into the shadows clutching his injury, as Ben hurries away and walks into Grandpa Max. | |
| Max | Ben, take it easy. You look like you've just seen a ghost. |
| Ben turns from where Ghostfreak was to look up at Max, with an unnerved expression on his face. | |
| Further down the school, a lone Bancroft student plays a tuba on a bench in the shadows. Ghostfreak stalks him before shocking him. | |
| Tuba Player | Aaah! |
| Ghostfreak, possessing his new body, now his purple glowing eyes, holds his hand out into the sunlight. | |
| Ghostfreak | (smiling and gesturing) I guess these frail human bodies are good for something after all.(walking out into the sun) |
| Elsewhere, Ben is looking through cupboards in one of the school halls as Gwen and Max follow. | |
| Ben | Ghostfreak's gotta be in here somewhere. |
| Gwen | (to Max) He's looking for himself? |
| Ben | He said he's been alive inside the watch this whole time, just trying to get out. That's why I always felt weirded out when I was Ghostfreak. |
| Max | Look, Ben, whatever's going on, we'll always be here for you. |
| Gwen | That's right, even if it turns out you've got a major leak in your brain pan. |
| Ben | (defensively) I'm not a wacko! Ghostfreak is loose! |
| Gwen | Okay, okay. So the butter hasn't slipped off your noodle. But how are you planning on bringing him down once we find him? That alien's pretty tough. |
| Ben approaches a clear window, sun shining through. | |
| Ben | (pointing to the window) Sunlight! He couldn't go into the sun. He had to stay in the shadows. |
| Gwen | What, like a vampire? You never had that problem when you were Ghostfreak. |
| Ben | That's exactly why he needs me. Somehow if we're joined, he'll be whole again. Which means we'd better find him before sunset. |
| Max | I've got a couple of things from my Plumber days that might help. |
| The Circus Freaks sit in a dark shed, sulking. | |
| Frightwig | (mockingly) "How tough could it be to rob a school? It'll be easy money." |
| The room's door opens, casting the Tuba player entering in silhouette. | |
| Acid Breath | It's that kid with the watch. Let's get out of here. |
| Ghostfreak | Attention, freaks. You are now my minions. Obey my commands or feel my wrath! (walking out into clear view) |
| Circus Freaks | |
| Ghostfreak | I don't think you realize who you're dealing with. |
| Ghostfreak emerges out of the student's body and reveals himself, as the Tuba player runs off in fear. | |
| Tuba Player | Ooh, oh, oh! |
| Ghostfreak | |
| Thumbskull | (standing up with Acid Breath and Frightwig right behind) What if we don't want to help you? |
| Ghostfreak | I was hoping you'd ask. |
| Thumbskull gets possessed by Ghostfreak and is thrown around, obviously in great pain. | |
| Thumbskull | What's happening to me? |
| Ghostfreak | Any other questions? |
| Acid Breath and Frightwig stand up straight and look at one another. | |
| Acid Breath | Um. When do we start? |
| Now dark outside, Ben, Gwen, and Max search the campus using a Plumber device. | |
| Gwen | We've been at this for hours. If Ghostfreak trashes the campus, I'll never get admitted! (seeing Ben and Max's unempathetic reaction) Not like that is as important as saving all these innocent people. |
| Max | I'm picking up some trace spectral activity from around that corner. |
| Ben | Okay. Let me get my game face on. |
| Ben activates the Omnitrix and dials in Four Arms, smacking the faceplate down and transforming. | |
| Four Arms | (looking at his body) Hey, I meant to do that! Maybe I'm finally getting the hang of this thing. |
| School-children scream, running out of an entrance below the school's clock-tower, drawing the attention of the Tennysons. As the kids run off, the Circus Freaks emerge, with Frightwig suspending Tiffany in the air by her hair. | |
| Four Arms | I haven't got time for you freaks, so the party's over. |
| Frightwig | You got it all wrong, muscle-head! It's just about to really get rolling! |
| Ghostfreak | And it's a surprise party.(Projecting out of Acid Breath) Hello, Ben, have you been working out? |
| Four Arms | Ghostfreak! |
| Gwen | Oh, major horror show. |
| Ghostfreak | You ain't seen nothing yet. |
| Ghostfreak flies towards Four Arms and attempts to possess him, but he only can envelope him before getting pulled off and thrown back. | |
| Ghostfreak | Ah, it seems I cannot merge with your alien forms. No matter, time is on my side. You will be human again soon enough. |
| Max | But we have a surprise of our own. |
| Max blasts him with a blue beam, hitting him in the hand causing it to smoke. | |
| Ghostfreak | (pained) Daylight at night! |
| Max | Sun Gun -- projects a beam as bright as sunlight! |
| Ghostfreak | (dodging another blast of sunlight) Clever, but not clever enough. |
| Thumbskull | (Getting possessed by Ghostfreak as he escapes) Aah! I hate this! |
| Ghostfreak | As long as I am in a host body, your weapon has no effect. |
| Thumbskull charges Four Arms and they fight, Ben dodging out of the way causing him to collide with a statue, followed by picking him up and throwing him back over himself, pile-drive style. As Frightwig exchanges looks with Acid Breath and facepalms, he joins in into the fray, shooting blasts of acids that Ben barely outruns and takes cover from, after Ghostfreak in Thumbskull's body gets charged through another series of statues. Acid Breath hops on Thumbskull's back and they approach, but Four Arms quickly defeats both of them, knocking them both down, causing Ghostfreak to possess Frightwig, who nonchalantly tosses Tiffany to the ground as they approach Ben. Gwen's darts over to break her fall, leaving them both knocked prone in a pile. | |
| Gwen | (nervously laughing) Ha ha. So should I turn in my admissions application to the main office, or just give it to you? |
| Tiffany just frowns. Frightwig and Four Arms fight, Ghostfreak using her to slide under and grab Ben by the feet and tossing him. Ben gets to his feet and blocks some attacks from Frightwig's hair. He gets a strand wrapped around his forearm and yanks her into his arms, where he proceeds to tie her up with her own hair. After struggling to get free Ghostfreak once again escapes his host's body. | |
| Four Arms | Go ahead and play musical freaks all you want. I'll just kick their butts. |
| Ghostfreak | You're right, maybe I need a new partner. Someone more interesting for you to battle. |
| Ghostfreak flies directly to Gwen, who's busy comforting Tiffany. | |
| Four Arms | Gwen! Look out! |
| Gwen | Aah! |
| Tiffany runs off as Gwen's eyes become darkened and purple. | |
| Ghostfreak | Heh heh heh heh heh. Too late. Let's have some fun. |
| Gwen's body begins flipping and kicking at the much larger Four Arms, who tries only dodging each punch and kick, getting hit a couple times. Gwen jumps up on him and bites onto his forearm, to which Ben flicks her off, sending her against the courtyard's wall, where she's knocked onto the ground. | |
| Gwen | (the purple eyes disappearing and her rubbing her head) Ah! (looking up at Four Arms) Ben, what are you doing? |
| The purple eyes of Ghostfreak's possession return, and she launches herself into a kick to Four Arms' face, flipping off and climbing up the brick wall, to which Ben follows. After they, and Max on the nearby ladder, reach the top, the Omnitrix timer begins beeping. | |
| Ghostfreak | (grinning) Ah, music to my ears! |
| Max | (interrupting as Gwen walks slowly towards Ben) Ben! |
| Max throws Ben the sun gun, Ben catching it and pointing it at Gwen. | |
| Ben | Come on out, so I can fry your pale butt! |
| Ghostfreak | I have another idea. Drop the weapon, and I'll meld with you and take over the world! |
| Ben | Fat chance! |
| Gwen jumps up onto the wall, standing above the giant drop down to the courtyard below. | |
| Ghostfreak | Then you'd better hope your cousin knows how to fly! It's your choice, hero. |
Act 3
| Speaker | Dialogue |
|---|---|
| Gwen takes a small step back, edging closer to the drop below, to Ben and Max's shock before the purple eyes leave her. | |
| Gwen | Ben, what-- what's happening? |
| The Circus Freaks arrive at the standoff, as Ghostfreak's possession over Gwen snaps back. | |
| Ghostfreak | Next sound you hear will be your cousin's screams as she takes a big dive! (Letting out a gleeful, maniacal laugh) |
| Ben quickly drops the sun gun to the ground, and Ghostfreak raises up out of his possession of Gwen. | |
| Gwen | Aah, aah! |
| Max runs to hold Gwen as she screams, while Ghostfreak flies over to Ben and the Circus Freaks and points them to Max and Gwen. | |
| Ghostfreak | Eliminate them both! |
| Ben | We had a deal, you Halloween reject! |
| Ghostfreak | You had a deal with me, not them! |
| Max | (Grunts) |
| Thumbskull grabs Max as Frightwig shoots out her hair at Gwen. Ben eyes the Sun Gun on the ground and tries going for it, but Ghostfreak grabs him by the shoulders and begins possessing him as Ben tries to go for the Omnitrix instead. | |
| Ben | Aah, aah! |
| Max | Ben, no! |
| As Ghostfreak melds with Ben, a green spark is shot out from the watch, and it becomes no longer timed out. In a flash of green, Ben is gone. | |
| Ghostfreak | Together again, just like old-- ah! |
| Ghostfreak wretches up Grey Matter onto the ground. | |
| Grey Matter | That's enough to make me gag, too. |
| Grey Matter hops up onto Frightwig who begins frantically trying to get him off of her. | |
| Ghostfreak | Get him, you fools! |
| Acid Breath and Thumbskull run over from Max and Gwen to Frightwig, who's lifted above Thumbkull's head and shaken, where Ben drops to the floor before hopping on Thumbskull. | |
| Thumbskull | Where'd that little pipsqueak go? (Getting hit by Frightwig's hair as she tries to hit Ben) Whoa! |
| Grey Matter hops up onto Acid Breath, who gets smacked by Frightwig's hair whip, only for Ben to hop away back onto Frightwig, who in turn gets knocked down by Thumbskull throwing a piece of the brick wall at her head. Ben's able to leap back to Acid Breath who swats him to the ground, where Thumbskull tries to step on him at the same time that Acid Breath tries to vaporize him, resulting in Thumbskull's foot getting covered in acid, and Ben getting away once again, running through a crack in the wall. | |
| Frightwig | Oof! |
| Thumbskull | (Toppling over backwards) Ah! |
| Ghostfreak roars in anger at the Circus Freaks' incompetence. | |
| Max and Gwen run off in the other direction as Ghostfreak heads off to where Ben escaped to. Before phasing through the wall he turns back to the Circus Freaks and commands them. | |
| Ghostfreak | Get them! |
| While the Circus Freaks chase Max and Gwen, Grey Matter and Zs'Skayr continue their chase. | |
| Ghostfreak | (Looking at the inside of the clock-tower.) You can run, but you can't hide! |
| Acid Breath | (Entering a kitchen area.) Spread out. They're in here somewhere. |
| Max and Gwen see Thumbskull taking a bite to eat from the fridge, but as they're darting across Max gets caught in the fridge's reflection. Thumbskull charges after Max, who runs off, but finds a dead end as he opens a pantry. Standing in the entrance as Thumbskull collides with him, Max rolls him up and over, flying backwards into the food-stocked shelves. Max closes the door as a can lands on Thumbskull's head. | |
| Gwen hides behind some shelves, but is confronted by Acid Breath knocking them aside. | |
| Acid Breath | It's just you and me, precious. |
| Gwen | Bring it on, stink-breath. |
| As Acid Breath breathes in, Gwen grabs a fire extinguisher from off of the wall and fires the foam into Acid Breath's mouth. As he spits it out onto the floor, Gwen knocks him out with a frying pan. Frightwig jumps into the fight and throws Gwen to one side. | |
| Gwen | (Grunts) |
| Frightwig restrains Gwen in her hair, but Max sneaks up on her, smacking an open barrel of grease over and onto her head and over her arms, causing her to helplessly slip and slide in a puddle of grease and topple over, hitting the floor. Max gives a smile and a thumbs up. | |
| Frightwig | Oh! |
| Grey Matter hides in the clock tower from Ghostfreak's search, peering through walls, before the Omnitrix begins beeping. | |
| Grey Matter | ‘'(Looking over his back at the beeping emblem) Uh-oh. |
| Ben | Aw, man, not now! |
| Ghostfreak hovers towards him. Ben jumps off a railing to escape, falling down onto another level. Ghostfreak follows down and up after him, swiping Ben with his claws until Ben reaches for a knocked over mallet and swings at him to no avail, as Ghostfreak phases through and grabs it with his tendrils, swinging Ben himself over another railing and onto a girder. | |
| Ben | Uh! Whoa! |
| Ghostfreak | (flying up to the helpless Ben) Think of it, Ben. With the power of the watch and your DNA, I will be unstoppable! |
| Ben | Time you saw the light, freak! |
| Ben swings himself back and forth, using the momentum to send himself grabbing onto some hanging curtains, pulling them down and revealing the clock-tower's transparent clock-face. All in turn exposing Ghostfreak to sunlight, who begins violently burning up. | |
| Ghostfreak | Aah! Aah! |
| As Ghostfreak thrashes around screaming, Ben walks over to more drapes and pulls them down, increasing the intensity as he watches Ghostfreak burn to a crisp and flake apart, until those also burn up and he lets out one final high pitched wail before fully disintegrating. | |
| Ghostfreak | Aah! |
| Ben | (backing against the clock wall and slumping over) Whew! |
| Outside in the sun, the Circus Freaks are arrested, carted off past the Tennysons and Tiffany, Thumbskull with his hands in oversized cuffs, Frightwig and her hair completely wrapped up in a straitjacket, and Acid Breath being carted away in both a straitjacket and muzzle. Gwen looks to Tiffany who snobbishly turns her chin up at her. | |
| Tiffany | (Turning away and walking off) Humph! |
| Gwen | Something tells me I am so not getting into Bancroft Academy. |
| Ben | (seeing Max comfort a saddened Gwen) You don't need this stupid school to prove you're smart. Do you think any of these eggheads could have brought down those circus freaks? |
| Gwen hugs Ben, much to Ben's discomfort. | |
| Gwen | That's the nicest thing you've ever said to me. Thanks, Ben. |
| Ben | Ugh! |
| Though having recoiled, Ben smiles and chuckles once Gwen and Max set off. | |
| Credits Play | |