In the Rust Bucket, Ben and Gwen explained to Grandpa that Zombozo and his freaks got superhuman powers. Ben thought it might be Ghostfreak but Gwen didn't accept it. Meanwhile, Thumb Skull was having a dream that Ghostfreak attacked his body and get out. Suddenly Thumb Skull woke up and found that Ghostfreak had returned. Before he could tell, Ghostfreak stole his voice and attacked Zombozo. He also absorbed his DNA from Zombozo, Acid Breath and Fright wig. Ghostfreak turned in a impure Ghostfreak. So, he possessed Death Devil, turning Ghostfreak into Ghost-mare. Ghost-mare changes into fully pure Nightmare!!! Nightmare attacked Ben. Before Ben could react, Nightmare tackled the Omnitrix and released Way Big. Ben was attacked by Way Big and Nightmare. Ben changes into Corona Storm and shot sunlight at Nightmare. Ben absorbed Way Big's archetype. Nightmare said that the battle isn't over..............