The Nightmares That Lurk Within

## Plot

The episode begins with a building secured by a massive wall, moreso, guarding the building. A bunch of men were keeping guard of the place, making sure nobody dares to escape. Strangely, a ghost had been wandering around the secured facility, making his entry to the security room. He’s revealed to be Zs’Skayr, as he possesses an alive, and healthy guard, and takes control of him, making his way to Nathan Dunlap’s cell he was inside.

Dunlap was kept in a cell, with his death sentence being postponed. He had been waiting for something terrible to occur, as if there was going to be a massive break-in. Suddenly, the guard, possessed by Zs’Skayr, approaches the criminal, with his blacked out eyes, showing nothing but a small, white speck. The phantom, since possessing a guard, breaks Dunlap free. He was confused, but the ghost said that he’d explain later.

Dunlap makes an escape, along with Zs’Skayr who exits out of the body and proceeds to attack all of the other guards who tried to stop Nathan from escaping. Zs’Skayr swings his last attack, resulting in the guards’ injuries to be extremely fatal, as Nathan’s escape becomes successful.

Cut to Friedkin University, with Sylvia, Ben and Colleen attending a classroom with Gwen as their teacher, Helena Xagliv, was teaching them about Art History. The three seemed intrigued about the topic, while Gwen was taking notes. Elsewhere, Ben, Rook and Kevin were busy applying new materials onto Kevin’s car to make it more durable from Ben’s or his own attacks. After receiving a message from Gwen, Ben rushes into the classroom and asks Gwen if the three were okay. Gwen had called him in for something more shocking. She reveals to Ben that the perpetrator had escaped prison. Ben was devastated with the news, thinking that it would’ve been impossible to break out of jail alone.

Gwen clarified that someone indeed broke him out of jail, later reading the news article, that did not mention who the true culprit of Dunlap’s jailbreak is. Ben theorised it was somebody who managed to access the facility without being seen, later suggesting that Zs’Skayr had broken him free. With Gwen not being able to find any evidence to prove otherwise, she asks him about Albedo, and how he could’ve just went either Ghostfreak or Big Chill to break him out of jail.

Sylvia, Ben and Colleen could hear Ben and Gwen discussing about the perpetrator who would’ve killed them if Ben hadn’t gone back in time. They began to show a little fear that Nathan could try and kill them once again. Colleen calls Bobby and informs him about Nathan breaking out of jail, as he then informs Marge, who panicked entirely.

After college had finished, Ben, Gwen and the rest leave the classroom, while Rook and Kevin exit their secret area which was also located inside a classroom. Ben tells Kevin and Rook that Nathan Dunlap has escaped prison. This shocked Rook and Kevin, knowing that he could strike again. After trying to keep calm, Kevin takes Gwen, Sylvia and Colleen home, while Rook takes the two Bens home. Strangely enough, Zs’Skayr watches secretly as the next phase of his plan is in motion.

They arrive at Bellwood, with the sun slowly setting. They all get out of the vehicles as they discuss about Nathan Dunlap, and the second culprit. This is cut short, with the three reminding them that they need to head home. So Ben takes the other Ben home, while Gwen and Kevin take Colleen and Sylvia home, leaving Rook to head to Plumber HQ and rest his head in the room he sleeps in.

That night, roughly a few hours after everyone went to sleep, Zs’Skayr and Dunlap make their move, but notice that Ben and the rest weren’t around, somewhat making their plans to attack seemingly harder than normal. Dunlap entrusts Zs’Skayr to search for them, while he wreaks havoc on Bellwood civilians. After they part ways, Dunlap breaks into a store with a rifle that his fellow partner in crime gave to him when he possessed the guard who broke him free. He left the area and continued shooting, causing massive panic and terror to the civilians who were minding their own business.

Grant, O’Connor and Prowell, despite living in their own apartments, heard gunshots from further down Bellwood. They had awoken, having heard the gunshots from afar, but they seemed intrigued by this. They shrugged as they went to sleep, but were taunted by the nightmares they had from that exact night, where Dunlap was about to murder them, but had been halted by Big Chill. They were taunted by Zs’Skayr, who had found their location, and wanted to finish them off right where they were.

Zs’Skayr calls Dunlap as he tells him that he had found where the three had lived. Dunlap begins to switch places with Zs’Skayr, who leaves the apartments, howling with laughter. Strangely enough, Ben Prime had been awake for a while, hearing the gunshots as he called his cousin Gwen, and Kevin, to meet up with him at downtown Bellwood. Ben leaves the house as he transforms into Fasttrack as he maneuvers across his house to Bellwood, in which Kevin and Gwen were on their way in Kevin’s car.

At Plumber HQ, Rook had also been awoken by the gunshots, as he swung from his room and put on his Plumber armour. As soon as he reaches the outdoors, Fasttrack slows down and tells Rook that he should meet up with him, Gwen and Kevin to fight whatever caused such havoc. Rook already leaves the HQ as he, along with Fasttrack, make their way to the main scene, as the four meet up with Dunlap’s partner, Zs’Skayr.

Zs’Skayr seemed to have been suspecting Ben’s team as he chuckled, waiting for Nathan Dunlap to arrive so their battle could begin. Fasttrack had transformed back into Ben as he knew that he was right about the rogue Ghostfreak breaking Dunlap free. As soon as Zs’Skayr chuckled some more about Ben’s stupidity, despite being smart for once, Nathan arrives with the five victims, held in a hostage-like situation, pointing a gun right at Colleen’s upper head. It seemed like Dunlap had managed to take down all five, where they had been more so defeated, rather than killed. And within that moment, the fight had begun.

The fight started off with Rook as he started firing at Dunlap who proceeded to dodge his attacks, firing back at the Revonnahgander who did the same. Gwen started firing mana blasts at Dunlap, as well as Zs’Skayr, while Kevin tells Ben that he’d buy him some time, as he transforms into Thunderbolt, buying Ben some time as he was busy dialing the Omnitrix in hopes of receiving a good alien. Dunlap raced towards Rook, continuously shooting in his direction, in which Gwen had ran towards him, ejecting a mana projectile in his direction, knocking him off his feet entirely. Finally, Ben transforms into Upchuck as Dunlap then grabs his gun in hopes to shoot Ben, only for him to swallow and exile the bullets as plasma, exploding in impact.

Zs’Skayr had been watching the fight as he noticed that the five victims were trying to flee the scene. As soon as he tries to catch up with them, Thunderbolt sends an electronic wave that electrocutes Zs’Skayr, but only for a moment, leaving the five hostages to escape with success, thinking all that was going on was a crazy nightmare. Back to the main fight, Upchuck had timed out due to a small short circuit in the Omnitrix, giving Gwen and Rook the opportunity to try and take him down. With Ben sorting out the problem he encountered with the Omnitrix, Ben dials the Omnitrix for Gravattack, but seems to have transformed into Stinkfly instead, making it somewhat harder for himself. Rook shoots a net at Dunlap’s direction which ultimately traps him, which meant that Zs’Skayr was the last person to finish.

Returning to the five, they had been running for quite a while, until they stumbled upon a Burger Shack, as they proceeded to enter, since Sylvia, and Marge, were both in need of something to eat. They watch as Gwen, Rook, Thunderbolt, who switched into Crystal Fist and Stinkfly battle Zs’Skayr. Zs’Skayr tries to possess Crystal Fist, to no avail, to which he whacks the Ectonurite away from him. With Stinkfly running out of options, he ultimately switches into NRG in order to damage Zs’Skayr’s fragile body, which is vulnerable to the immense light he was generating. Ultimately, Zs’Skayr was defeated.

Though the battle was not finished, Dunlap breaks free of the net Rook trapped him in and tries firing bullets at them again, which Gwen blocks with her mana shield, protecting the heroes. NRG transforms back into Ben, while Crystal Fist comes up with an idea. He wants Ben to transform into Eye Guy, being a diversion, while Kevin freezes him from behind as Phantom Frost. Ben, in favour, transforms into Eye Guy and starts firing blasts that came from his eyes from his hands, giving Kevin time to swoop in and freeze Dunlap as Phantom Frost. After the fight had ultimately finished, the police and Plumbers were called, as the police broke Dunlap from the ice, then took him to custody, while the Plumbers had tried to take Zs’Skayr, who fled back to Anur Transyl.

The fight was finally over, the heroes had become restless, and hungry, so they spent their time in Burger Shack with Sylvia and the rest, ending the episode.

## Noteworthy Events

### Major Events

* Nathan Dunlap partnered up with the rogued Ectonurite, Zs'Skayr, which became the terrifying duo of this episode.

### Minor Events

* Dunlap is arrested once again, while Zs'Skayr escapes and heads back to Anur Transyl.

## Characters

* Ben Tennyson
* Rook Blonko
* Gwen Tennyson
* Kevin Levin
* Sylvia Crowell
* Ben Grant
* Colleen O'Connor
* Bobby Stephens
* Marge Kohlberg

## Villains

* Nathan Dunlap
* Zs'Skayr

## Aliens Used

### By Ben

* Fasttrack
* Upchuck
* Stinkfly (selected alien was Gravattack)
* NRG
* Eye Guy

### By Kevin

* Thunderbolt
* Crystal Fist (off-screen transformation)
* Phantom Frost