Ghostfreak attacked Ben again. This time, he used up the powers of the Ecto-Lord and self destructs himself to destroy Ben. Ben fall on to the another side of the hill and Ghostfreak died. Zombozo saw Ghostfreak. Zombozo and his Circus freaks absorbed the powers of Ghostfreak giving them powers. E.g. Fright wig got invisibility, Acid Breath got Levitation, Zombozo got regenerative energy and the last Thumb skull got manifestation. Meanwhile, Gwen rescued Ben. Julie alarms Ben that Alan and Plumber's Helper are attacked by Circus Freak. Fright Wig attacked Julie. Julie merges with Ship and fought Fright Wig. With Fright wig's new powers, Julie was no match against her. Thumb Skull attacked Kevin. Kevin charges electricity in his metallic body and paralyzed him. Thumb Skull manifested Kevin. Kevin fall unconscious. Gwen was attacked by Acid Breath. Acid Breath combined his breath and levitation and quickly overwhelmed Gwen. Zombozo as usual defeated Ben. Then, the Plumbers saved Ben, Gwen, Julie and Kevin and takes them home.