Ghostfreak was in Anur Phaeton thinking what to do to get revenge. Ghostfreak then got an idea, that to possess the Grandpa Max when he was sleeping. In the morning, Alan Albright asked about Max's eye. Ben appeared and saw the eye which was hypothesis that Ghostfreak possessed Max when he was sleeping. Ben tried to punch Max but get shot the Omnitrix-regressing gun which stops the Omnitrix from working. Can Ben unlock his new aliens?