As Ben, Rook, Rad, and Hobble fly through the Anur System to deliver something before they end up crashing into Anur Transyl, needing a device to power-up their engine. But as they walk through the planet, due to Anur Transyl being all but closed to the rest of the universe, the Halloweenish residents see Ben and his group as the monsters. But besides the angry mob and his friends being abducted by a Thep Khufan named Kupuhulu, Ben learns that Zs'Skayr (Ghostfreak's real name) has orchestrated the delivery to bring himself and the mentally restored Dr. Viktor back to their home system with revenge as an added bonus. Though his team got the upper hand, Ben ends up breaking the replacement device with them now stranded on Anur Transyl.

Zs'Skayr and his allies awaken the great evil Lord Transyl, where he asks to make an alliance to rule the universe, but just as they team up, they manage to hypnotize everyone on Anur Transyl, and Ben's team. Now with Ben's newest alien Whampire, Ben and Hobble (the remaining people left) must discover a way to defeat Lord Transyl, save everyone, and must fix their ship in order to get back to Earth.