Never wrote a Ben 10 fan fic, so why not give it a try?

Ghostfreak is one of my all time favorite characters in this series, and I've been meaning to write an AU to the episode Ghostfreaked Out. Criticism is always welcome.

"Ben, no," screamed Grandpa Max as he watched in horror. Gwen struggled in the strong grasp of the circus freaks. She pulled and pulled as hard as she could, but she knew it was to no avail.

Ben had thrashed about in the painful grip against his shoulders, screaming- no, screeching- dreading what would happen next. He saw the Omnitrix glow green, and was suddenly filled with relief. Just in the nick of time! He'd change into Heatblast or XLR-8, and teach Ghostfreak who he was dealing with!

Gathering up strength, he went for the Omnitrix. Everything would be OK. Everything would be fine, and he'd find a way to beat this guy. Everything would be OK in the end.

After all, it always did end up OK.

He was a hero.

He would always win in the-

Ghostfreak applied more pressure onto his shoulders, his claws digging in deeper, and Ben's train of thought was abruptly cut off. He screamed, and his hand reeled back in response to the sudden pain. Ghostfreak took the opportunity. He slithered his way in and disappeared.

Ben fell to his knees, screaming had ceased almost immediately. His eyes, which were alive with fear and pain, were large and blank. He stared at the ground, uncomfortably silent.

Everything was in silence. The circus freaks had waited for some sort of command from their master. Grandpa Max and Gwen were starring at Ben, hoping what they had seen hadn't just happened. The only sound was the eerie wind and the moving of tree branches hitting against one another.

Ben lifted up his head, his eyes still blank but unchanged. They hadn't changed like the freaks when taken over. They hadn't changed like Gwen's when she was taken over. They maintained their green color..

"Ben?" The ten year old boy turned his head to his cousin, his face expressionless. "Ben, is that you?" Gwen asked again. She seemed terrified.

Suddenly, the boy activated the watch and immediately transformed into Heatblast. The circus freaks backed away, and the one with the mutated hair loosened her grip, giving Max enough space to wriggle free. He threw a punch to the more muscular of the three, forcing the gargantuan fiend back because of the unexpectedness of the attack.

Heatblast immediately shot at the freaks, aim much more precise than usual, almost as if he were on automatic. One of the freaks tried to attack with his acid breath, but Heatblast quickly dodged said assault and threw a strong punch to the freak's jaw, which caused the freak to pass out.

Max and Gwen managed with the large brute, Gwen throwing a few good kicks, being used more as a means of distraction for her grandfather to throw in the good punches. The female freak had attempted to leave her companions and almost escaped. However, Heatblast seemed to be a step ahead tonight, and fired at her.

She was blasted and forced back into the wall of the building. Shaking her head to rid herself of any lingering vertigo, she saw a fast moving fire ball heading her way. She jumped up, narrowly evading the attack.

Heatblast continued his attacks, his face never gained an ounce of emotion. He began to work up a large ball of fire when he forced the freak to the wall. Her eyes were wide with panic as she saw the fire get more and more massive.

Just as she thought her goose was cooked, she heard an odd beeping noise and looked to the emblem on the alien's chest. It flashed red and within seconds, the alien (and fire) was gone and she was met with the boy from before.

She removed herself from the wall and gave the boy a deathly glare. "Well, looks like things are going to go my way no, don't they?" She laughed and went to strike Ben. Merely inches away from strangling him, she stopped herself. She stared right into his eyes, which were still blank, and now almost lifeless. She shook.

Max and the brute were still in hand to hand combat, and the older man was being over powered. He was too old for this and knew he wouldn't be able to keep this up for much longer. He shouted to Gwen to get away and help Ben. She made a protest but was answered with a simple, "That wasn't a question! Go!"

Just as she went to run to Ben's direction, she found a large slab of rubble, most likely from the damage they have caused on this building. Briefly thinking of how her chances of acceptance have dwindled to basically nothing, she bent down and lugged it up. It was heavy, but she still went with her plan and willed herself to move forward.

She evaded the large freak, and found a way behind him. Just as he went for another punch to Grandpa Max, she threw the slab and it collided with his lower back. He screamed in surprise, and looked behind him. Max looked for a second to Gwen, then took the chance and threw his hardest punch to the freak's face.

The brute looked back to the older man and was greeted with a fist. The fist rammed perfectly into his face, and we flew back, almost knocking Gwen over. She moved out of the way and barely missed the large fellow fall.

He attempted to get up, but the punch and exhaustion took it out of him, and he was forced into unconsciousness.

Gwen ran over to Max, and she embraced him momentarily.

"I thought I said-"

"I know, I know. But Grandpa, you needed help."

"Ben does too."

And now we can help him without worrying about those two," she stated, gesturing to the two now unconscious freaks. Grandpa sighed, and gave her a solemn smile.

"I guess you're right. Now come on, let's-" Max was interrupted by high pitched screaming. They immediately turned over and screamed Ben's name. What they met with was not a 10 year old boy being attacked.

The female freak was on her knees, hands clamped against the side of her head, and she was screaming. She kept shaking her head, hiccupping. Her eyes were shut. Gwen looked confused and looked up to Grandpa Max. "What's going on?"

Max Tennyson wasn't sure what to say. His grandson simply stood there, starring down at the freak as she cried and screamed. Was she in shock? Did Ben go hard on her while he was Heatblast?

Ben turned his head and looked to the other Tennysons. The freak's crying began to slow down, and eventually, she fell to the ground, and she curled up into a fetal position. Ben blinked and looked down to the freak. He crouched down and softly patted her head. She continued to cry and tried to edge away from the boy.

"B-Ben?" Ben's head turned back to his cousin and grandfather. "What...what happened?" Gwen hesitated in asking.

Ben's expression finally changed. His eyes gained life again, and he began to shake. He wrapped his arms around himself, as if cold. Grandpa Max acted quick and ran over to his grandson. He picked him up, and Ben immediately curled up, still shivering.

This wasn't right. It was summer. Why was Ben cold? Max wasn't sure what had happened. Ghostfreak disappeared. Was the alien wrong? Did he not possess Ben? Did something happen? Was this Ben?

"Grandpa..." Max quickly looked down to his grandson as the ten year old huddled for warmth. "It's...It's cold..." Max bit his own lip and glanced at Gwen.

She didn't like the look on her grandfather's face, and she especially didn't like the look of Ben. Not only did she noticed the violent shivering, she noticed how pale his skin had become. "Is he going to be OK?"

The sound of police sirens were in the background, and Max stared at his grandson, then glanced to the flashing lights of police cars.

"I'm not sure Gwen... I'm honestly not sure."

Well, there's chapter one. Hopefully I can get chapter 2 up soon.