Ben transforms into Grey Matter to escape from Ghostfreak and Viktor. He is able to discern Ghostfreak’s plan from a computer terminal: using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth’s population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Viktor clings to so that he might also get to the station, while Max and Gwen fight the mummy aboard the space center and attempt to thwart Ghostfreak’s plan from there.
