Surfer's Paradise Resort, July 29, 2010

Following Alien X's energy-wave, every single hotel-patron and employee was freed from Ghostfreak's control, with the side-effect of their memories of the incident being erased. That was okay in Max's books, since they didn't have to deal with a lot of people who knew about aliens…

…but it also meant that they needed one heck of a good cover-up.

At Max's advice, James had all of Ghostfreak's former victims congregate outside the hotel, while the police and HAZMAT personnel – many of which bore hidden badges with hourglass-crests – checked them out, relaying the story Max had passed along.

Standing with the hotel senior staff, Kelly – still in her uniform – groaned. "Oh, God…my head is killing me…"

"You can say that again, sheila," Ripper agreed.

Standing next to James and Johnny, Max nodded. "You kids were lucky you weren't nearby when that gas-line blew; just standing within 100 yards of it could've killed you."

Bummer frowned between winces. "That's awfully strange, sir," he said, "because gas-leaks take an awful long time to reach dangerous levels over an entire building! Plus, I was on the main floor, and I didn't smell any..!"

Johnny piped up. "But sir, don't you remember? We were all in the lobby when you smelled it and told us to evacuate! And then you ran back in and pulled the fire alarms! You saved us all!"

Bummer blinked. "I did?"

James nodded. "You most certainly did, Andrew," he agreed. "Once this mess gets cleared up, you're looking at a raise at the very least!"

Bummer beamed. "Really?" he exclaimed. He looked like he was about to dance for joy…until he cringed, putting his hand to his head. "Ow."

As the three of them stepped back from the crowd, Johnny sighed. "So we do all the work, and Andrew gets a raise?" he asked. "This was definitely a horror-movie."

"It was that, or let him start asking questions, John," James said. "For what all of you did tonight, you're all looking at raises." Now it was his turn to sigh. "I just need to figure out what I'm going to tell the insurance company…"

"You don't need to worry about that, Jim," Max said. "The people I work with have a long-standing fund used to clean up after alien-based incidents like this; they'll smooth over your insurance's ruffled feathers." He chuckled. "It sure came in handy over that summer, 6 years ago!"

"The one with your grandchildren tagging along?" James asked, before he grimaced. "Oh, God…Max, I'm sorry to say this, but after tonight, I don't know what to do about Ben!" He put his hand to his head. "I know he's a good kid – I can't think of any teenager who'd put himself in danger like that to save my daughter – but at the same time, that…thing on his wrist might just be the most dangerous thing I've ever seen! How can I let something like that stay around my family..?"

Max nodded gently. "I can understand why you'd feel that way, Jim," he said. "I think it's time I gave you the whole story."

James snorted. "There's more to this?"

"You asked about what I did, didn't you?" Max replied. "The way I see it, this explanation is long overdue."

James blinked. "What does that have to do with..?"

"Everything, Jim," Max answered. "I suggest you sit down…because this is going to knock your socks off…"


Penthouse Suite

The sun was just hinting at the edge of the horizon as James made his way back to the penthouse, still in mild shock from what Max had told him.

He'd been right: that story had knocked his socks clean off. Any other time, he'd have assumed his old pal was yanking his chain…but after what he and his family had seen, tonight…

Walking through the living room, James came to Lauren's room, where Gloria, Tyler, and George were waiting outside the closed door. "We're letting Lauren sleep here, just for tonight," Gloria said. "I know what you said, James, but after everything..!"

"…she should be here with us, Gloria. I agree," James soothed. "How's she doing?"

"Lo hasn't said a word since she left Ben's side," Ty answered.

George nodded. "Yeah; not even me bugging her got her to talk!"

James knew what that meant. "She's still in shock."

Gloria looked stricken. "What are we going to do, James?" she asked. "Our little girl may have…she may have PTSD..!"

"One thing at a time, honey," James said, calming her. "First we make sure Lauren feels safe again." Moving to the door, he lightly tapped on it. "Lauren? Princess? Can we come in?"

When only silence answered him, James slowly turned the doorknob, and inched the door open, allowing them to see Lo, sitting on her bed, her back propped up by her pillows, her knees pulled in close to her chest, her arms hugging her favorite teddy-bear close to her, and her eyes still red from crying, and wide with fright, staring off into space. Gently, Gloria sat down at her bedside. "Hi, baby," she whispered with a smile. "How are you feeling?"

Lo didn't even move or blink.

"We're all glad you're okay, sis," Ty said.

George chuckled. "Man, if I'd known this was all it took to get you to clam up, I'd've spooked you long ago!" he teased. When Lo didn't respond, his smile turned to a worried frown. "See? Nothing!"

Ty sighed. "Yeah, like she'd respond to that, George…"

"Tyler. George." James' voice was flat. "Not now." Sitting on the other side of his daughter's bed, James looked into Lo's wide eyes. "Sweetheart, I know it doesn't seem like it, but I do have some idea of what you're going through," he said softly. "When I was still with the Rangers, there were a lot of things I didn't feel I could talk about with anyone, not even your mother." He sighed. "But I learned pretty fast that those kind of things can only hurt you if you keep them bottled up." He stood back up. "So, whenever you're ready, you can talk to us – to any of us. We promise that what happened to you can't hurt you, anymore." Glancing to the rest of his family, he motioned for them to follow him out…

…but a tiny voice stopped them. "D-Daddy?"

Turning around, James saw that Lo's gaze had shifted an inch towards them, and he was instantly by her side again. "I'm here, sweetheart; we all are…"

"W-Where's Ben?"

James was taken aback for a moment. "He's just outside, honey."

Lo's lower lip quivered. "I want Ben!"

Gloria flinched at her daughter's demand. "Tyler, George, could you give us a minute?" As her two sons left, Gloria sat at Lo's side. "Sweetie, you've had a major shock; you do not need someone who would just remind you of that…"

Lo started to turn hysterical. "Get him here!" she wailed, her pleading expression turned to both her parents. "PLEASE!"

Gloria was about to reply, but James' hand on her shoulder stopped her. "Just give us a minute, Princess," he said, which calmed her, allowing the two of them to leave.

As they left their daughter's room, Gloria spun on him, her expression incredulous. "You're considering this, James?" she cried. "I know Ben's a nice kid, but that…that thing on his arm is dangerous! How can we even let him near..?"

"I had that very same thought just a few minutes ago, Gloria," James replied. "Max cleared a few things up for me."

Gloria crossed her arms. "Well, I'd sure like to hear them!"

James chuckled. "Ask Max: he tells the story better, since he was there." His tone turned serious. "After tonight, I can say I'd trust Benjamin to watch my back."

"But can we trust him with our daughter?"

James sighed. "That one I'm still trying to work out," he admitted. With that, he turned to go. "So I think it's time he and I had that man-to-man talk…"


"Change into something."


"Change into something."


"Change into something."

As he, Gwen, and Kevin stood out on the penthouse balcony, Ben felt his eyebrow start to twitch as George, after walking onto the balcony, repeated his demand for the umpteenth time. "No, George; for the last time, the Omnitrix is not a toy."

Kevin snorted. "And that's the guy who used to…"

"Kevin," Gwen quietly chided.

George wasn't phased. "Aw, come on! Please?" he begged. "I never even got to see you do much with that X-guy! Change into something cool!"

Both of Ben's eyebrows started ticking. 'I'm starting to see where Lo's dad got that habit.' "Even if I was willing George – which I'm not – the Omnitrix is timed OUT!" He held up the watch, its dial still ruby red. "Until it recharges, I can't use it again!"

George's smile fell. "Aw…" he said, before he perked back up. "Hey! You think I could try to use…"

Ben, Gwen, and Kevin all spoke as one. "NO!"

Pouting, George was about to reply, but his father's voice stopped him. "I hope you're not making a nuisance of yourself, mister."

Turning, Ben paled as he saw Lo's father standing in the patio doorway. 'Uh, boy; time to face the music…'

Likely anticipating his thoughts, Gwen piped up. "Is there any major damage to your hotel, Mr. Ridgemount?"

James shrugged. "Not as much as I thought. Max is confident his Plumber-pals can smooth things over with the insurance company."

Gwen nodded. "Well, Kevin and I would be happy to help with the repairs by working here for the rest of the summer."

Kevin arched an eyebrow. "We would? Ow!" He recoiled from Gwen's light elbow to his side. "Uh, I mean, yeah, of course we would."

"That's good of you both; be sure to stop by the front desk for your paperwork," James said. "Right now, though, Benjamin and I need to talk."

Ben sighed. "It's okay, guys: I said that if Mr. R. wanted to kill me afterwards, he could," he said. "You two can go on; just tell Mom and Dad I'm sorry I messed up their vacation."

Gwen smiled gently. "You can tell them yourself, Ben," she answered. "We will see you later." With that, she, Kevin, and George headed off.

Alone with his girlfriend's father, Ben took a deep breath. "Can I at least ask you to use something painless?"

James folded his arms. "Right now, that depends on you, mister," he said. "We have a few bridges to cross."

"I'm sure we do," Ben agreed. "Well, sir, I think I know – or at least have an idea – what you're going to say, and you're right."

James arched an eyebrow. "Really."

Ben nodded glumly as he looked back out at the dark sea on the horizon. "I put Lo – and everyone, really – in danger, today: both by leaving her and by having the Omnitrix," he said. "As long as I have it, I'm still a danger to her – Ghostfreak may have been one of the worst, but he was far from the only one that wants me dead. You know that bomb-threat that got called in, a week ago? That was really done by the Forever Knights, who kidnapped Lo and our friends in order to get me to offer up my neck in exchange! You don't have to explain it to me; I'm dangerous. I get it." His head drooped. "The thing is, sir, I don't think you even need to bother with this talk: after tonight, I think it's safe to say that Lauren is going to drop my butt so fast!"

"Getting a bit ahead of yourself, aren't you?"

"She almost dumped me when my team and I rescued her and the others, sir," Ben said. "When she saw me use the Omnitrix, she freaked out. And even if she hadn't, what happened here tonight would've sent my last girlfriend running for the hills! And she'd had the better part of a year to come to terms with it!" His expression grim, he turned to go. "So you don't have to tell me; I'll have my things packed and ready to go by the morning…"


Ben stopped at James' statement. "Huh?"

James looked haunted. "That's how many times my old Alpha-Unit called me up and let me know there was someone from my Ranger days gunning for me."

Ben paled. "Holy…how did..?"

"How did I deal with it?" James anticipated. "Well, I still have plenty of friends in the Army, but when one of 'em got too close…I did the same as you did, tonight." He chuckled. "Well, maybe not exactly the same; I never had any hardware that could rip out a Tango's soul…although I would've liked one."

Ben smiled nervously. "Yeah; Alien X was always kinda hit-or-miss for me, before. I won't be making a habit of using him." His expression turned serious. "Does Mrs. R. know about..?"

"Gloria knows about what happened; she knew what it could be like when she married me," James said. "Our kids don't know, and they don't need to."

Ben nodded. "Got it."

James sighed. "I honestly thought that whatever threat my family would face would be from me and my past," he continued, "so I suppose I forgot that whoever Lauren met might have ghosts of their own haunting them." He shrugged. "I didn't expect anybody as young as you to have 'em, though."

Ben paused. "Uh…what exactly are you saying..?"

"I'm not fussy about the fact that you have your own kind of Tangoes ghosting you," James answered, "but considering that Gloria puts up with mine, I can't really judge. And because Lauren's my little girl, my knee-jerk reaction is that no-one is good enough for her…but if I can't be satisfied with a junior space-cop, who saved the entire universe twice, risked getting possessed by a space-ghost to save her, risked losing his mind forever, turned himself into a veritable god, and then gave up that power to comfort her…well, then I guess I'll never be satisfied."

Ben blinked. "H-How did you know about all that?"

"Max told me, son – the whole story."

Ben held his breath. "So…are you saying…are we…okay?"

James frowned. "Just one thing," he said. "You know what you and Lauren saw Gloria and I doing?"

Ben cringed. "It rings a bell."

James' glare was deadly fierce. "You even think about doing that with Lauren before she's 18 and consenting, and you're dead meat."

Ben shivered. "Don't worry!" he replied. "No offence to you and Mrs. R., sir, but after seeing you two, it's safe to say that Lo and I won't even want to think about…that before we're at least that age!"

"Good." James' expression relaxed. "So you plan on joining up with these "Plumbers," eventually?"

Ben shrugged. "It's starting to look like my only viable option."

James chuckled. "Ever consider enlisting?" he suggested. "I'm sure the Rangers could use a recruit like you."

Ben blinked, before he smiled wryly. "Ask me again if I survive high school."

James laughed. "Fair enough!"

Ben became serious again. "So…you and Mrs. R. are really okay with all this?"

James sighed. "Well, Gloria's still a bit jumpy on the whole subject, but I'm sure she'll calm down," he said. "I think we have to be okay with all this, because just now, our little girl wasn't crying out for either of us."

He looked Ben in the eye. "She was crying out for you."

Ben's eyes went wide. "What?" he exclaimed. "Lo's crying for me? God, Mr. R., why didn't you say so?"

Quickly, Ben darted back into the penthouse, racing towards Lo's room, slowing only as he reached her door. Inching it open, he peered in, and flinched as he saw her sitting at the back of her bed, hugging her teddy-bear as she sniffled. "Hi."

Lo sniffed. "Hi," she whimpered back.

Slowly, Ben walked in, leaving the door open a crack. "How are you feeling?"

"How do you think?"

Ben wanted to slap himself. "Right. Dumb question."

Lo sniffled. "I just…I really don't want to be alone, right now."

Ben sat down next to her. "You're not, Lauren," he promised. "I'm here, and so are your folks."

"My fam doesn't understand," Lo murmured. "Daddy kinda does, maybe, but not like you do." She hiccupped. "T-They don't k-know what kind of…of monsters are out there..!"

Ben gently pulled her into a hug. "It doesn't matter what's out there, baby; I am not going to let anyone – or anything – hurt you," he vowed. He scrunched his eyes. "I shouldn't have let this happen – if I'd just been there…"

"…it would've been someone else!" Lo interrupted, lifting her head, letting her teary gaze meet his. "I-I felt what was in Ghostfreak's head, Ben! He h-hated you so much! He would've grabbed anybody to get at you! If it hadn't been me, he'd have probably grabbed any bystander!"

Ben nodded grimly. "Probably."

Lo tried to slow her sniffles, managing a faint smile. "A-And you'd have still stopped him," she murmured, "b-because that's w-what you do!" She nuzzled her head into his chest. "I get it now, Ben; I didn't, before – not really – but now I do."

Ben hugged her closer. "You shouldn't have had to go through that to understand, Lo," he whispered. His chuckle was half-hearted. "Bet you're sorry you didn't go to cheer-camp, huh?"

Lo shook her head. "Not really," she sniffed. "I wouldn't give up my own knight in shining armour for anything." She weakly giggled. "I just forgot that where knights are, monsters aren't far behind."

Ben took a deep breath. "Yeah, there's…probably going to be more where he came from," he admitted. "Look, Lauren…if you want out…"

Lo just hugged him tighter. "You're worth the monsters, Ben."

At those words, Ben grinned goofily, as he hugged her just as tight. "So are you," he promised, before chuckling. "So, you're a cheerleader, huh?"

Lo half-smiled at his teasing. "Shut up."

Ben shrugged as he looked around. "I guess I should've figured; this room is a dead giveaway…"

He was silenced as Lo clobbered him with her pillow, knocking him to the floor. "You goofball!" she half-laughed. "I've had this major trauma, and you're harshing on my interior-decorating? What kind of boyfriend are you?"

Sitting up, Ben grinned. "The kind that knows enough to get you laughing after a major trauma."

Pouting, Lo crossed her arms. "Great! Now I can't even be mad at you!"

Sitting back down beside her, Ben turned serious as he met her gaze. "Are you gonna be okay?"

Suppressing a sniffle, Lo nodded. "I…I think so," she answered, her lip quivering. "It's just…could you please stay with me, tonight?"

That statement – combined with James' warning – sent alarms ringing through Ben's head. "Uh, Lo, I'm not so sure that's such a great idea; your dad might think…"

"Please, Ben?" Lo pleaded, holding up her bear for emphasis. "I just need to cuddle something bigger than Mr. Snugglecakes."

Managing to keep from chuckling at the bear's name, Ben thought fast. 'Mr. R. said no doing…that, but he never said anything about being a stand-in teddy-bear…' Clearing that thought from his head, he took a deep breath, and nodded; if she needed him, he wasn't going to bail. "Okay," he said, standing up and opening the door. "Let's just leave this open, so nobody gets the wrong idea." Walking back, he lay down on the bed, flat on his back, which let Lo curl up next to him.

The second his head hit the pillows, Ben's nose was tickled by vanilla and lavender, but those scents were quickly drowned out by the alluring floral fragrances of Lo's hair as she nuzzled her head into his chest…nearly sending his hormones through the ceiling. 'Oh, man…oh, man…' Ben mentally whimpered, as he placed a protective hand on Lo's back. 'Okay, okay, gotta distract myself: baseball, soccer, video-games, Sumo-Slammers, the Sumo-Slammer video-game, that time Gwen and I got sucked into the game complete with samurai getup…which Lo would look majorly hot in…no, NO! Dig DEEP! Mr. Smoothie, library books, studying, fighting the Highbreed, stopping the Vreedle brothers..!'

"Ben..?" Lo's sleepy voice broke through Ben's thoughts as she nuzzled closer to him…sleepily draping one of her knees over his. "You're…my…hero…"

Those words, coupled with her motions, sent Ben's brain into a death-spiral. 'Oh, God, this is TORTURE!' he thought. 'It's gonna be a long night…'


Surfer's Paradise, July 30

"Okay, I'd just like it on record that yesterday was NUTS!"

As Reef, Fin, Emma, and Broseph walked into the main lobby, Johnny heard Reef's exclamation, as well as Fin's reply. "I'm with you, Chowderhead…which is terrifying in itself."

"Funny, betty."

"Hey, at least we're all getting raises out of it!" Johnny interjected. "Anything more than that, and Bummer would've started asking questions!"

Broseph shrugged. "Cool by me, bro; with all the cleaning up we're gonna have to do, a little extra coinage is pretty sweet."

"Sounds like you could use some extra hands, too."

Turning around, the five of them found Gwen and Kevin standing there. "After everything, we figured the least we could do was sign up and give you guys a hand," Gwen said.

"Translation: she decided," Kevin quipped.

Gwen fixed her boyfriend with a semi-annoyed stare. "Anyway, we were hoping you guys could show us to the locker-rooms."

Fin grinned. "No problem!" she said. "Welcome aboard!"

Reef nodded. "I hear that! Now that I've got the hang of it, I'm down with helping you three bust some baddies, now and then!"

Kevin snorted. "Says the first guy to get zombified, yesterday."

"Pfft! Like that'll happen again!" Reef said. "No way is anything gonna get the drop on the Reefster, now!"

Kevin grinned slyly. "In that case, don't look over your left shoulder."

Reef blinked. "Why? What's over my – AAAAHHHH!"

Reef's girlish scream cut the air as he darted behind Kevin, but no-one could fault him for it as they all saw the grotesque form of Ghostfreak suspended within a high-tech tank as Max wheeled the tank out of the elevator, with Carl and Sandra right behind him. "Jeez, Madcap! Scare a grom out of his shorts, much?"

Broseph gulped. "Uh, dude? Don't you think you should keep Spooky hidden..?"

"Relax, kids," Max said. "As per my people's instructions, all the guests are sticking to their rooms for the next few hours. Nobody's going to see this nasty fella."

Fin shivered. "I thought…didn't Ben..?"

"Take care of him? I'll say he did!" Max answered, tapping the tank…which got no response. "The lights are off, and nobody's home. This is nothing but an empty shell."

Sandra frowned. "I still say you should just toss that thing into a shuttle and send it into the sun, Max!"

Carl nodded. "I agree, Dad; if that thing can come back from..!"

"I'm not saying I disagree, son," Max countered, "but there's still a lot the Plumbers don't know about Ectonurite physiology! Unless someone has a better idea, the best thing to do is send this thing to the Plumber's xenophysiologists!"

Emma blinked. ""A better idea"?" she repeated. "What else can you do with a soulless corpse?"

Max shrugged. "Well, he did come from the Omnitrix…"

"Absolutely not!" Sandra shouted. "There is no way I'm letting our son…reabsorb that monstrosity!"

"Who's reabsorbing what, Mom?"

Turning, the entire group found a red-eyed, jacketless Ben walking out of the elevator. Noting his state, Reef grinned. "Lo keep you up, dude?"

Ben yawned. "Yeah, but not in the way you think; I was her stand-in teddy-bear."

Reef's smile collapsed. "That's it? Dude!"

Ben rolled his eyes. "Yeah, I'm gonna make out with Lo while her parents are right outside," he drawled. "I've earned back most of my goodwill, but not that much; I got enough wary stares on my way out as it was, Reef." Looking around, he spotted Ghostfreak's shell. "So what are we doing with him?"

"Well, unless anybody has another idea, Grandpa was gonna take him to the Plumbers," Gwen answered.

"What other idea could there be?"

Kevin shrugged. "You could always stuff him back in the watch."

Ben's eyes narrowed. "After what he did to Lo?" he muttered. "If you're not gonna dissect him, fry him."

"Hold your horses, Ben; this isn't something to decide lightly," Max said. "Judging from what you did with Alien X, I'd say this shell won't be causing any more problems…"

"No offence, Grandpa, but that's what we thought the last time we fried Ghostfreak," Gwen said. "I say get rid of him!"

"Amen to that, Red!" Fin agreed. "Anything capable of coming back from the dead should be kept on ice!"

Emma nodded. "Especially if he makes zombies!"

Johnny cringed. "Yeah, that's a definite entry in the minus-column."

Reef spoke up. "Hold up, bras; bad news or not, did you see how much butt Spooky kicked, yesterday?" he said. "If that's what he can do, I say put him back in the lineup!"

"Dude's kinda got a point there, bros," Broseph added. "I know the guy is – was – major on the undead harshness, but he might come in handy if Ben's got even harsher bad-dudes gunning for him. Better to be prepared, right?"

"Not if he can take Ben over!" Sandra insisted. "Who's to say that thing won't come back, again? I don't want it anywhere near him!"

Max sighed. "Well, Ben? It's your call."

His eyes scrunched shut, Ben put his hand to his forehead. "I…I don't know…"

"Is there any risk of Ghostfreak's mind coming back?"

Once again, everyone had to turn to see the new voice, finding a wobbly Lo, in her sundress, with Ben's jacket over her shoulders, standing there. "Lo, what are you doing up?" Ben asked, moving towards her. "After everything, you need to rest…"

Lo repeated her question, interrupting him. "Is there a chance his mind could come back?" she pressed. "Can you sense anything, Gwen?"

Warily, Gwen held a glowing hand over the tank, before she withdrew it. "Not a trace of him," she confirmed. "Like Grandpa said: he's a vacant loft."

With a nod, Lo met Ben's eyes, suppressing a faint tremble. "When you had him in the Omnitrix, was he useful to you?"

Ben thought hard. "When I was 10, I only used him a couple of times…but he really came in handy when I did use him," he admitted, "and that was when I didn't know about everything he could do."

Shakily, Lo smiled. "Then you should put him back in the watch."

Ben shook his head. "That's not necessary, Lauren; I have plenty more aliens to…"

"You never know when he might come in handy, Ben."

Ben flinched. "After what he did to you, Lo, I'm not going to keep him around; not when he could scare you..!"

Lo's hand on his stopped him. "If his powers can help you save someone else from a monster like him, then you should have him around!" she insisted. "I don't want you to toss away an advantage like him because of me." Her smile was a bit guilty. "I don't want to be that selfish, anymore."

Sandra's eyes went wide with surprise.

Carl chuckled as he looked to his father. "Can my boy pick 'em, or what?"

Max grinned. "Looks like it."

Ben kept his eyes on Lo's. "You're sure about this?"

Lo nodded. "Do it."

Ben took a deep breath. "Grandpa, open the tank." Moving to a panel on the side, Max tapped a few keys, opening the glass barrier on the tank.

For a moment, everyone froze, half-expecting Ghostfreak to come to life and attack, but the Ectonurite shell remained still. Lifting his left hand, Ben tapped the Omnitrix against the shell; instantly, the control-dial flared yellow, projecting a pale-gold beam over Ghostfreak, which turned green as the Omnitrix recognized the DNA-signature. A few nanomoments later, Ghostfreak's shell turned to green energy, which was sucked into the watch, the beam retracting as the control-dial popped up, automatically cycling through its roster, before it stopped between Fourarms and XLR8…as a space appeared between them, showing Ghostfreak's image.

With another deep breath, Ben took a few steps back. "Everyone, stand clear; I don't know what this is going to do!" he warned. "Gwen, if things go south, be ready to grab me! Kevin, Grandpa, once Gwen grabs me, one of you hit the control-dial!" Popping up the dial, he stopped it on Ghostfreak. "Here we go..!"

As Ben slammed the dial down, the green light engulfed and remade him; his spine stretched out and arched inward, his upper vertebrae growing spikes that popped out of his back, his hand-bones growing and lengthening into claws, while his legs fused together and melted away into a wispy trail. His chest-carriage became lighter, sprouting tentacles, while his skull shifted, fusing his eye-sockets into one as the skull itself turned upside-down…

…and when the light faded, an exact duplicate of their Ectonurite foe floated in Ben's place, only this one had the control-dial on his chest, and a bright green iris in his eye instead of a malevolent mauve glare. "Ghostfreak!"

Everyone kept utterly still. "Ben?" Gwen asked. "Are you okay?"

The new Ghostfreak's emerald gaze flitted back and forth, as if expecting someone else to talk. "I…I think so," he answered, in a scratchy version of Ben's voice. "Hang on: testing, testing, 1, 2, 3!" He was silent for a few seconds, before he gave an inverted version of his goofy grin. "Oh, yeah! Ghostfreak has LEFT the building!"

Kevin chuckled. "Good to hear."

Ghostfreak's grin grew…and then fell, as his cyclopean gaze fell on a trembling Lo. "Hey…it's still me, Lauren," he whispered.

Lo tried to quell her shivers, managing a nod. "I…I know," she murmured, as she extended a hand to him. Slowly, Ghostfreak reached for it…which caused his hand to pass through a stray sunbeam.

Instantly, a layer of black, fleshy mass burst from Ghostfreak's body, startling Lo as it covered Ghostfreak completely, leaving him with a more humanoid shape, his new epidermis now lined with venous streaks of green, matching his eye, and hiding his face, leaving only his eye visible. Surprised, Ghostfreak looked at his hands. "Huh…I guess he WAS immune to sunlight, this time."

Lo gulped. "A little warning would've been nice, Ben."

"Hey, it was news to me too!" Ghostfreak agreed. "Okay, I think we've all seen enough of this ugly mug!" With that, he tapped the control-dial, returning himself to normal.

As Ben deactivated the Omnitrix, Max looked to his son and daughter-in-law. "Well, I'd say it's time for me to head on out."

"Us, too," Carl agreed. "No offence, Ben, but after this weekend, the rest of the year will seem like a vacation!"

Ben chuckled. "Yeah, our job's kinda like that."

Calming herself, Lo looked to Ben's parents. "It…it was really nice meeting you, Mr. and Mrs. Tennyson," she said, before she looked at Sandra. "I'm sorry, but…I don't think I'll be able to help you with that thing we talked about, after all."

Ben blinked. "What thing?"

"It's nothing, Benjamin," Sandra answered, before giving Lo a gentle smile. "I understand."

Walking towards Ben, Max looped an arm over his shoulder and lead him away from the others. "Before I go, Ben, I've got a little something for you." Reaching into his t-shirt, he pulled out an old sheet of paper, unfurling it.

Ben looked puzzled. "Okay…what's this?"

Max grinned. "Your inheritance," he said. "Look closer."

Ben squinted at the paper…and his eyes bugged out. "Whoa…WHOA…"

Curious, Lo inched closer to Ben and Max, but Fin quickly ushered her away. "Come on, sister; it's time for some surf-therapy with Doc McCloud!" she declared, before glancing at Gwen and Kevin. "That includes you guys, too; if fighting off a zombie-attack doesn't get you guys past Initiation, I don't know WHAT does!"

Gwen started to smile. "Wait…are you guys talking about the..?"

"Oh, yeah," Broseph confirmed. "Welcome to Surfer's Paradise, dudette."


The Office

After talking with Grandpa Max – whose revelation had almost knocked him flat on his butt – Ben quickly raced to catch up with the others, stopping by the staff-house to don his swim-trunks and grab his board…and stash Grandpa Max's gift in his padlock-secured lock-box. Minutes later, he reached the Office, where he found his fellow groms, plus Gwen and Kevin, all in surf-gear, on the beach. "This is the Office?" Gwen exclaimed. "It's…it's awesome!"

"I know, right?" Emma agreed.

Fin nodded. "And we all have your Madcap Grandpa to thank for it."

"Guess we're gonna need surfboards," Kevin observed.

"Just ask The Kahuna at the Surf-Shack," Broseph said. "He'll fix you both up!"

"Dudes. Are we gonna talk, or are we gonna hit the waves?" Reef asked.

Fin laughed. "You're that eager to get schooled, Kooksville?"

"You wish, betty!"

While Kevin and Gwen headed to the Surf-Shack, Ben was about to follow the others into the lineup, but Lo's voice stopped him. "Ben?" she asked, looking nervous. "Could we talk, first? In private?"

Ben gulped. "Sure," he answered, trying to sound calm, as he followed Lo back towards the treeline.

Coming to a stop in a shaded part of the woods, Lo set her board down, before turning back to Ben. "Well…this has been a nutty few days, huh?"

Ben smiled nervously. "No kidding," he agreed. "Heck of a way to meet our respective folks."

Lo mirrored his smile. "Yeah; still not sure if your mom hates me."

Ben chuckled. "I think you did impress her, back at the hotel," he said. "I think your dad's not gonna off me, at least…I hope."

Lo looked guilty. "I didn't get you in trouble this morning, did I?"

"No, no!" Ben replied quickly. "I think he and your mom understood you needed to feel safe; plus, they probably knew I'd spent the entire night thinking about baseball."

"Huh?" Lo asked, before she understood. "I kept you up, didn't I?"

Ben grinned sheepishly. "Just a little, maybe," he admitted. "Anyway, you wanted to talk about something?"

Lo took a deep breath. "You've got control of Ghostfreak, now?" Ben nodded. "Then…then whatever he did to me…I want you to do it."

Ben almost choked. "Wh-Wh-WHAT?"

"I talked to Daddy, this morning: he said that he was able to get over his PTSD from his Ranger days by re-exposing himself to…stuff like that in a controlled setting!" Lo continued. "That's what I need right now, Ben; I don't want to…to always have nightmares about what that…that psycho freak did to me!"

Lo's reasoning struck a chord. "Lauren…I still don't know all of what Ghostfreak can do; I don't even know if I can…"

Lo sniffled. "Please try, Ben?" she asked. "Please?"

Her pleading tone utterly shattered his resolve. "Okay," he whispered. Popping up the Omnitrix's dial, he made his selection and slammed it down, becoming Ghostfreak, once more, still with his protective coating. "Are you sure?"

Lo was visbly shaking, but she nodded, her eyes scrunched shut. "Y-Yes." Slowly, Ghostfreak floated towards her, her trembles growing as he became intangible…and then passed through her.

As Ghostfreak phased through her, Lo opened one eye…and then the other. "B-Ben?" she murmured. "I don't feel any different."

Becoming solid, Ghostfreak blinked in confusion…and then saw his hands. "Right; he can only use all his powers WITHOUT this coating. Hang on." His eye flattened into a single vertical line as he squinted. "Uuurrrggg…okay, that's not it…eeerrrggg…almost…ooooggg…criminy, I can't even tell what muscle to flex…"

As Ghostfreak strained himself, Lo couldn't help but giggle, but her laughter faded into a gasp of fright as Ghostfreak shed his skin, revealing his terrifying true form, with only his panting dimming her terror. "Okay…gonna have to work on that," Ghostfreak wheezed, before he saw her fright. "Lauren, you don't have to do this…"

Lo clenched her shaking fists. "Y-Yes, I d-do!" she whimpered, shutting her eyes. "D-D-Do it!" Phasing again, Ghostfreak slowly floated towards her…and then over her…

and the next thing Ben knew, he was in a dark endless void, back in his normal form. Looking around, he called into the dark. "Hello?"

"Ben? Ben, where are you? BEN?"

Lo's terrified cry clenched Ben's heart, sending him running towards her; moments later, he found her, on the verge of hysteria, shaking like a leaf. "Lo, I'm here!" he exclaimed, quickly embracing her. "I'm right here!"

Frantic, Lo hugged him back. "I-I thought you'd left me..!"

"Never!" Ben promised, giving her an extra comforting squeeze, before looking around. "So…is this what it was like when he was here?"

Calming herself, Lo did the same. "Almost," she said. "When Ghostfreak was here, he had me tied up in this gooey web-stuff; I was a prisoner in my own head."

Ben nodded. "And now?"

Lo was much calmer now. "Now it just feels like I'm in the passenger-seat," she said. "God, with you, it's SO different!"

Ben smiled. "Glad I could help."

Lo smiled back. "And what exactly are you doing with me as we're talking?"

Ben laughed. "Not much; see for yourself!"

As he spoke, a viewing-window opened in the void, showing a view of the woods through Lo's eyes, before Ben's voice came through. "Hello? Hello?" his voice said. "Oh, MAN, does it sound wrong to hear my voice out of her mouth…okay, just gonna take a few steps – WHOOP!" The view shifted for a moment. "Okay, her center of gravity is WAY off…"

Ben flushed red as the window closed…while Lo fell flat on her butt, laughing herself silly. "You…you goober!" she teased. "You…you can't even go two steps..?"

"Hey, it's my first time driving someone else's body! Sue me!" Ben's tone turned serious. "I think I've invaded your privacy long enough."

Lo nodded. "Okay."

…and then, Ghostfreak was back in the real world, moving away from Lo as he de-phased…but as he left her, Lo was instantly covered by a similar layer of black-green fleshy substance, sticking to her and clinging like a second skin, covering her up to her neck, as her eyes gained a green glow.

Blinking with confusion, Lo looked at her hands. "Okay, this is new."

"Yeah," Ghostfreak agreed. "Sorry."

Lo shook her head. "Don't be – like I said, this is way different from what he did!" she assured him. "I still feel like I'm in control; I'm still me, but I can also feel you in my mind."

Ghostfreak paused to think about it…and was astounded to find some of Lo's thoughts seeping into his mind. "I can feel you, too," he answered, "which explains why I have this sudden urge to buy shoes."

"Shut up!" Lo laughed, swatting his arm. "You're teasing me while I hear your thoughts, mister? Not a good idea!" Smirking, she crossed her arms…which accentuated her upper chest in the most alluring way. "Anything you'd like to tell me?"

Ghostfreak scratched his chin nervously. "Well, I didn't really have time to think about this earlier, since you were in danger," he confessed. "But now…you are DEFINITELY the hottest ghost-zombie I've ever seen."

Lo giggled. "Good answer."

Ghostfreak smirked. "So, what exactly WAS my mom talking about?"

Now it was Lo's turn to look guilty. "Earlier, she'd talked to me about…trying to convince you to stop using the Omnitrix," she murmured. "When you left, I told her I would, but after everything…" She looked away. "I am so sorry, baby."

Ghostfreak instantly sobered. "I'm sorry, too; she shouldn't have put you in that position, sweetheart."

"I get why she did," Lo answered. "She was just worried." Her expression brightened. "So what did your grandpa want to talk to you about?"

Ghostfreak hesitated for a moment; he was half-afraid that she wouldn't be able to keep this a secret…but she hadn't had to tell him about what his Mom wanted.

He could trust her.

"He gave me something, Lo," he replied. "Something that I do NOT want the others to know about – they'd never give me a moment's peace, especially Reef and Fin."

Lo arched an eyebrow. "Well, what? What could they want to know abou…" Her voice trailed off as she caught his thoughts, and put the pieces together. "Oh my GOD! Are you saying he gave you the secret to the Z..?"

"That's why I can't let this out, Lo!" Ghostfreak cried. "If those two knew I had it, they'd never leave me alone! It'd be surf-lesson-tug-of-war, all over again!"

Lo calmed down. "Okay, Ben; I won't tell a soul," she promised. "You can trust me."

Ghostfreak nodded. "I know."

A flirtatious smile crossed Lo's face, as she floated towards him. "Well, now that that's settled, what say we head back?" she cooed, gliding a finger along his inverted chin. "Because, even though it's you, his face does NOT do it for me."

Ghostfreak chuckled. "No kidding; I'm surprised I didn't break every mirror in the lobby!" he joked. "So…you're okay?"

Lo smiled gently. "I will be." And with that, she tapped the control-dial on his chest, returning Ben to normal and causing her green-black coating to disintegrate, leaving her normal, as well. With no-one to watch them, Ben took Lo's hands in his, before he gently pulled her towards him; not resisting even slightly, Lo looped her arms around her boyfriend's neck, as their lips met in a tender kiss. After a few blissful moments, the two pulled away, and headed back to the beach, boards in one hand…and each other's hand in the other.

By the time they got to the edge of the beach, Gwen and Kevin had walked up with rented boards, while the others had just finished one set. "Guys, where were you?" Fin laughed. "You missed the sweetest waves!"

Lo lightly blushed. "Oh, we just had a few…tiny things to work out; no biggie!"

Ben nodded. "We'll get the next one."


That familiar beeping made Ben go pale. 'Darn it, WHY did I have to put my badge in my swim-trunks' pocket?'

"So much for that idea," Kevin said.

"Duty calls, bro," Broseph said.

Taking out his badge, Ben checked the alert. "It's just a low-level alert; a civilian flight didn't clear their approach with the Plumbers, and they're coming in a few miles off the coast. They just need a couple of people to clear this up," he said. "Gwen, Kevin, you guys can handle this one." He met Lo's gaze. "I'm not bailing on you; not this time."

Her hands on her hips, Lo walked up to Ben…and leaned up to kiss his cheek. "Be careful out there, baby."

Ben did a double-take. "Huh?"

Lo laughed. "Ben, didn't you hear me?" she chided. "I'm done with being selfish about your other job!" Her smile grew. "You sacrifice so much to protect people who have no idea what's out there! If you can make a big sacrifice like that, I can make one for you."

Gwen blinked. "Wow."

Ben grinned goofily. "You are awesome, you know that?" He glanced to his cousin. "Didn't I tell you she was awesome?"

Kevin's tone was dry. "About a million times," he drawled. "We gonna get moving, or what?"

Sticking his board in the sand, Ben gave Lo a kiss on the forehead. "Shred some killer waves for me, okay?"

Lo beamed. "Count on it!"

Grinning, Ben popped up the watch's control-dial, made his choice, and slammed it down. "Jetray!" His change complete, Jetray darted into the sky, while Gwen enshrouded herself and Kevin in an energy-sphere, before flying after him.

Watching her boyfriend and his team go, Lo turnd back to her friends, all of which were smiling at her. "We're proud of you, Princess," Fin teased.

Lo shrugged. "No biggie!" she answered. "So, are we gonna shred, or what?"

Broseph grinned. "Music to my ears, bra!" With that, the five of them ran into the surf, for one more sesh…


Surfer's Paradise

The first-floor corridor was fairly silent as the renovation crew made their way towards Room 1313, setting up just outside its door and gathering their gear; as per the owner's work-order, they were to demolish the entire thing and wall it up completely. It seemed like an odd request, but the pay was good, so nobody was complaining.

The workers were so engrossed in their preparations, they never noticed the tiny, glowing-blue wisp as it flickered out of Room 1313, heading towards the elevator-shaft. Flying up the shaft, the tiny wisp – shaved like a slitted eye – barely managed to stay cohesive, almost puffing out of existence as it passed through the penthouse door, flitting towards the rooms of the Ridgemount children. It tried to head to the room marked "Princess," but it could go no further, so it headed into the room of the youngest child, making a beeline for the active computer…

George never noticed the change on his laptop's screen; his back was turned as the screen momentarily showed a black-mauve eye, looking around, before changing back as he turned around. Signing out of his e-mail, George powered down the computer, and then headed out, to meet up with Grommet.

Had he stayed a moment longer, he might have noticed the laptop switch back on, its screen filled with static…which morphed into a deadly claw, reaching towards the screen…and then switched off.


Author's Note: And so ends the second story of the Hanging Ten Saga! I hope you've all enjoyed my brief foray into the horror-genre; I admit, it's likely no "Nightmare on 13th Street," but I hope this story has been a bit spookier than my other works!

For those of you who've asked, my next published fanfic will be "A Day at the Mall with Superman," which I hope to finish by November sometime. After that, it may be a while before I can publish again, for two reasons: One, because it'll be crunch-time at university, and I'll have finals to prep for, as well as two – count 'em, TWO – research papers to work on.

And Two: on November 20, The Legend of Zelda: Skyward Sword hits our shores, and I've been waiting since 2008 for the next Zelda console game. Naturally, I'll be a bit distracted.

Having said that, I won't be giving up on any of my upcoming projects. I fully intend to post Crusade and Smallville Chronicles, starting in 2012, and with it, the next part of the Hanging Ten Saga – Hanging Ten: Witchy Woman. As for Last Son, Book Four, that'll start some time afterwards.

And those of you who've asked, and will surely ask again, rest easy: Way Big and Rath will be in the next Hanging Ten story!

In closing, I'd like to thank you all again for making the Hanging Ten Saga the success that it is! I look forward to hearing from you all again in Part Three! Later!