Talking to yourself again, huh?
- "I was NEVER you!"
Ben has been having nightmares about his Ghostfreak form, feeling that it wants out. During a visit to Bancroft Academy, a school that Gwen wants to go to, the circus freaks from "Last Laugh" break in to try and steal a trophy. Ben goes to fight them, but the Omnitrix gives him Ghostfreak, seemingly by accident. During his fight, Grandpa and Gwen notice that Ben is acting unusually vicious, but when Gwen tells him to stop it, Ghostfreak turns to her and says that Ben is not there. The circus freaks run for it and Ghostfreak chases after them, but the watch times out. Ben is unharmed, but things are complicated when he realizes that a fully conscious Ghostfreak has escaped from the Omnitrix. Now Ben must try to battle one of his own alien forms, who teams up with the circus freaks to beat him.
Tropes
- Bait-and-Switch: When Ghostfreak tries to possess Ben, the latter attempts to go alien. A moment later, Ghostfreak seemingly possesses Ben and becomes whole. ...Until he gags for a moment and spits out Greymatter.
- Bitch in Sheep's Clothing: Tiffany appears at first to be a polite and welcoming young lady. She quickly reveals her true nature, however, as a snobby and condescending, ungrateful little Jerkass.
- Bring It: Gwen in response to Acid Breath threatening her.
- Callback: The circus freaks recognize Ben as the kid who destroyed Zombozo.
- Clipped-Wing Angel: While Ghostfreak’s true form gives him Demonic Possession abilities and looks pretty freaky, it comes at the cost of being unable to survive in sunlight.
- Designated Girl Fight: Played with. While Frightwig is the one to knock Gwen out during the climax, it is Acid Breath who has a more prolonged standoff with her beforehand. After she beats him, Frightwig blindsides her and quickly takes her out, leaving Max to be the one to take out the female villain.
- Didn't See That Coming:
- Ghostfreak can't possess Ben so long as he's using an alien form.
- Ben turning into Four Arms ahead of the big showdown. It's what he wanted, so he's surprised it worked out that way.
- Exact Words: Ghostfreak forces Ben into a Sadistic Choice by threatening to kill Gwen unless he agrees to let Ghostfreak possess him. Ben agrees, on the grounds that Ghostfreak not harm Gwen or Grandpa Max. After abandoning Gwen's body, Ghostfreak then orders the circus freaks to kill Gwen and Max, leading to this:Ben: We had a deal, you Halloween reject!
Ghostfreak: You made a deal with me, not them! - Five-Second Foreshadowing: Ben talking as Wildmutt tells you that the opening scene is a Nightmare Sequence before the kid and tree turn into Ghostfreak.
- Nice Job Fixing It, Villain: Ghostfreak sabotages himself by deliberately shedding his second skin.
- Nightmare Sequence: The prologue has Ben dream about Ghostfreak demanding he be set free.
- No-Holds-Barred Beatdown: The circus freaks are on the receiving end of one from Ghostfreak during the fight in the gym.
- Out-of-Character Alert: Max realizes that something is very wrong with Ghostfreak when he sees him violently beating down the Circus Freaks in a far more violent way than Ben normally does.
- Pet the Dog: At the end of the episode, Gwen is upset, knowing that there's no way she'll get accepted to Bancroft after everything that happened. Rather than make fun of her, Ben straight up tells her that she doesn't need this school to prove how smart she is. Gwen sincerely appreciates the sentiment.
- Properly Paranoid: During the fight in the gym, Max immediately recognizes something is wrong with Ben because of how vicious Ghostfreak is being.
- Race Against the Clock: Unable to possess Ben when he's Four Arms, Ghostfreak points out that the Omnitrix will eventually time out.
- The Shadow Knows: Ben's shadow appears as Ghostfreak for a second, which makes Ben do a Double Take.
- Shout-Out: "We ain't scared of no ghosts."
- Skewed Priorities: Gwen is more worried that Ghostfreak could ruin her chances of getting into Bancroft, as opposed to the terror he could spread if he successfully merges with Ben. Max and Ben give her a look that just screams "Seriously? That's what you're worried about right now?"
- Tomboy and Girly Girl: This episode introduces one-shot Tiffany, who is significantly more feminine than the snarky and brash Gwen. She looks down at her for coming from a chaotic (or "quality") family, and is not impressed by some of Gwen's extra-cirricular activity choices such as learning Ju-Jitsu. That being said, she is beyond useless when the supervillains attack, whereas Gwen is far more helpful in taking them on. Ben even points this out at the end of the episode.
- Ungrateful Bitch: Even after being saved, Tiffany still acts snobby towards Gwen, and most likely denies her acceptance into Brancroft.
- Weakened by the Light: After shedding his second skin, sunlight is revealed to be fatal to Ghostfreak unless he's possessing a human body.
- Wham Line:Ben: Man, I'm glad to be rid of that freak.
Ghostfreak: Aww, and I thought we were close. - Wham Episode: Ghostfreak is revealed to have been conscious inside the Omnitrix the whole time and finally escapes, becoming a villain of the franchise. He also reveals his true form and is destroyed in this episode. Though he later comes back at the end of season 3
- Wham Shot: After the Omnitrix times out, Ben is confronted by Ghostfreak, who has just escaped the Omnitrix.
- The Worf Effect: The Circus Freaks take a couple of beatings in this episode to prove how much more of a threat Ghostfreak is.
- Would Hit a Girl: During the first fight, Ghostfreak beats up Frightwig as much as he does Acid Breath and Thumbskull.
- You Are Better Than You Think You Are: When it's clear that Tiffany won't accept Gwen into Bancroft, Gwen is notably downcast about her chances of getting into her dream school. To this, Ben low-key gives her this by saying she's too good for this stuffy school anyway.
