Here's the final part. Hope you enjoy.

Back outside the daughter to the Phantom felt him in danger, but she had her orders - watch the fight.

'I'm sorry darling, but I must watch after My Ghouls.' Phanty thought before looking down on the battlefield.

"Guys, the Omnitrix is still on the fritz." Tennyson shouted to the others which they were having their own problems.

"Kinda busy." Levin said after getting slammed onto the parking lot, but was able to get free and started hitting him with the metal sledgehammer. It worked for a time until he was forced back down.

'Gotta back him up.' The American Dragon thought as he watched the fight from the sky, and decided to try something. After landing right behind the rock man the dragon took hold of him and did a suplex move.

"Hold him still, lizard boy." Levin shouted out before pounding on the bound figure. The ghouls were having a rough time with their foe since claw moves weren't working, and they couldn't keep dodging him forever.

'That just might work.' Ben thought as he saw a potential item to use. "Yo, Rock-puke." The hero of heroes shouted out causing the ghoul attacker to turn and face him. "Come and get some." He stated with a two finger taunt which he bought it, and they watched the warrior in green roll out of the way and the stone warrior lose his head.

"Rotten trick, Benji." Sibella said happily before seeing that he was pointing at the building which they saw a purple/green light coming from inside of it. Within the Planetarium the spirit and the mana expert were starting to really loose their other selves.

"Kevin wasn't kidding. You're filled with mana." Charmcaster exclaimed as she started the draining process, and watched with joy and the Phantom half of Fenton flowed in with the magic. "It's so unfair. I worked my butt off for my power, and you were born made of magic. Well, I can control magic which means I can control you, and what nature gives - I can take away." Charmcaster explained to the two fallen before porting away.

'So much for that plan sticking.' Ben thought before running away from the warrior of rock who just put his head back on. The other got out of the suplex attack and was having a mercy fight with Kevin as the scaly one tried burning him with an airborne flamethrower.

"Leave them, you useless piles of rock! They no longer matter." Charmcaster instructed to the two of hers. They heard this and walked over to her which left the heroes wandering one thing.

"Where's Gwen/Danny?!" The female specter and absorber shouted at the female before them.

"They're all yours. Your perfect for each other - all of you powerless to stop me." The vile woman shouted before porting away with an evil cackle. As soon as they left the heroes rushed in to check out the damage.

"Are you okay?" Ben questioned his cousin and fellow couch after they got back to their feet.

"She took all of my power. How do you think I am?" Gwen questioned and the others could tell that she was not digging the powerlessness right now.

"Um, weak?" The Omnitrix bearer offered to her before getting elbow bumped by the dhampir. "What? She asked." He said to her in his own defense.

"Same with ghost mode, guys, but that doesn't mean I haven't given up the fight just yet." Danny said as he was being hugged by his girlfriend who was just grateful that he was still alive.

"I deserve this. I was too angry." Gwen admitted to them which caused another to speak up.

"I can see how she could make you…" Kevin tried to comfort her, but was shot down in an instant.

"I was angry with you?!" She shouted back, which didn't seem to add up with the accused.

"Wait. Me?" He offered to her, and wanted to know why, considering he did apologize for all that he had done back at Gwen's place.

"No! I mean: yes, a little. I mean…why were you even hanging out with her?" The Anodite in training offered to him to truly explain himself, and he was praying that she didn't ask that.

"Because I thought she liked me." He admitted even though he knew that she was going to take it the wrong way.

"And I don't?" The female of this pairing questioned with her anger rising.

"If you liked me so much how come you haven't bothered to find a way to change me back?" Levin questioned to her since all he wanted was to be fully human again.

"Dude." The dragon and the shape-shifter muttered under their breath since they knew that such a thing was a touchy subject with the red-head.

"Ohohoho-No." Phanty chuckled in mild horror, not looking forward to Gwen's blow out

"After all, as long as I'm a monster, no other girl would want me. Right?" The mutated teen offered to his 'girlfriend' since he did remember that much of his conversation with Charmcaster.

"We are not having this conversation. We are going after Charmcaster - I have a plan." The brains of the trio said before walking to the door.

"Hold up. How do we know…" The Osmosian offered to them, but was shut down by the man in red.

"Come on, Mineral Man, time's a wastin." Long offered as he followed the others out of the building.

"I don't think so. Not this time." Levin said before walking to the other exit. As they were walking Danny pulled out his cellphone, and decided call a friend.

"Hey, we're going to need some emotional support at Mr. Smoothies, and bring the item." The former spirit holder said, before hanging up, and as they all gathered at the spot to just relax and enjoy one another's company the odd man out had a meeting to get to.

Kevin stood on the roof of a building, turning as her heard the mystical chime of one porting near them.

"See. No tricks: just like I said." He offered to the other, who turns out to be Charmcaster.

"You can't trick me, Kevin. I can see everything that you do." Charmcaster informed before adding, "Now what do you want?" He decided to put her comment to the test with his game plan.

"Okay, I totally get that you were just using me to get at Gwen, but the stuff you said…it made sense. So, I was hoping we could…you know." Levin offered to her as he closed the gap between them.

"You're asking me out?" She offered back and was genuinely surprised since no one has ever done that to her before. "I don't date the good guys." She said since the spell weaver could see that she missed her chance to be with Ben.

"I'm not a good guy. I just help Ben so I can hang out with his cousin, but if she really doesn't like me. What's the point? Even with the tiny bit of power she has left…" He informed and it was the last part that interested his talking buddy.

"Wait. She has power left. I thought I drained her dry." The niece of one of Ben's great foes said, as she could have sworn she felt nothing left.

"No, you drained all of Danny's power, but Gwen still has a little left; not enough that actually matters." Levin said back as he tried to see if she was buying into his plan.

"Any power she has left belongs to me." The silver haired one demanded, before going with another plan against the heroes.

Meanwhile at Mr. Smoothie

"That Kevin Levin, really freshens up my day!" Sibella shouted in anger causing the mana manipulator to look at her with a confused look.

"They're the rotten food type rather than the fresh type." Jake explained to her, and hoped that his explanation made sense.

"Don't let it get to you, dear. I think it's just difficult for Kevin to get through this." Miss Grimwood stated as she tried to keep everyone there nice and calm.

"Him. I'm the one always getting grief for apparently being "The Cause" of it." Danny said as he used air quotes over 'the cause' to emphasize his point. "Maybe now without my powers we can hang out without the hate." He added after taking sip of his blueberry smoothie.

"I just wish I could help him…I feel so helpless." Gwen said with a defeated tone to the others.

"It's not your fault you can't help him." The hidden dragon said while trying to keep the heroine's spirits up.

"Scales is right." Winnie said before howling, but switched it to coughing once she saw all the humans staring at her, and realized that she was in a human disguise of her own. "If Kevin can't understand that then it's his own problem." She added since she wanted to keep this conversation going.

"Ben, do you have anything to add?" The headmistress said once she realized the shape-shifter hasn't said anything since he got his smoothie. He looked at all of them and then made a big belch.

'Very moving.' Helper thought as he heard that long belch.

"How do you keep all those Mr. Smoothie's down?" Jake questioned since that was all the hero drank while they were at the finishing school all the way up to this moment.

"Years of practice." Tennyson said with a smile, and at that moment a flash of light appeared beside them, and it was Charmcaster.

"Enjoy it, Ben. It's your last." Charmcaster said with two stone warriors behind her and Kevin right beside her with his arms crossed.

"Well, she just threatened Benji." The daughter of darkness hissed while floating above the ground before adding, "She just made my list - right next to garlic." The opponent was unmoved by those words in the slightest.

"Lucky me. I'm being insulted by a half-breed." Charmcaster commented to the speaker which did not sit well with the changeling.

"Hey! Better watch it: girl or not, no one gets away from insulting my Angel of the night." Ben said while glaring at the lady before them.

"Oh, Ben, you wound me. I'll be sure to return the favor! But first thing's first…" She called out before focusing some magic into her eyes and saw: Ms. Grimwood, Helper, Gwen, Danny, and Ben in green. Sibella was a deep blue. Winnie was a silver. Phanty was a bright green, and a glowing red for the dragon. "Wait…she doesn't have any powers left." She shouted to Kevin out of anger.

"Oh yeah. I was lying." Levin answered back to her with a satisfied smile since he was able to trick her.

"Well, I'm telling the truth: I'M GOING TO DESTROY YOU ALL!" Charmcaster shouted at them win a fuming tone of voice. Her new plan was to absorb the power of the American Dragon and after killing Gwen she would go after Ben and take his watch, but first thing's first. "Aktume!" She shouted and possessed an SUV which charged at it's target.

"Kevin!" Ben shouted out of alarm as he saw his best friend be dragged away.

"And that's not all - aktume eradico." Charmcaster said before firing a beam that brought the Mr. Smoothie figure to life which excited Ben.

"As much as I would love to handle this. I know someone would love this more. Milla." Ben said to a customer that didn't flee when the car drove off on it's own, and after hearing her name deactivated the human spell and stood beside Ben at full size.

"What's up. Coach?" The lizard woman questioned while looking down at him.

"I know your mother may have issues of you having sweets this late in the day, but knock yourself out." Tennyson said as he pointed to the big drink before them which caused the beverage to whimper and the lizard to smile.

"You got it!" She bellowed before going after the drink, caught it with ease, and started to drink away. As he was watching this with Sibella right beside him Gwen was evading the rock men with ease, and Danny decided to claim what was his.

"Hate to do this, but give me my powers back." The Amity Park apparition shouted as he tried swinging a silver colored club, but she simply phased out of the way.

"And what do you hope to accomplish - I have your ghost powers, or have you forgotten." Charmcaster stated before firing a shot at his feet, which he avoided by jumping out of the way, but he lost his weapon.

"Actually, I didn't, and that's why this plan is just so fun." Fenton explained which she did not understand, until the villain looked at the club and saw that it was a ghost based weapon.

A whack upside the head from Miss Grimwood's purse knocked Charmcaster aside, allowing Miss Grimwood to catch the bat and point it toward Chamrcaster.

"Don't mess with my employee." Ms. Grimwood warned her, before pushing down on the switch which caused the end of the club to open. It was then Charmcaster felt her body being drawn into the device.

"I can easily handle this." She shouted to the Retired Witch and after a small chant, she de-fused from the spirit which caused only The Phantom to be sucked it. Again her plan failed as the head mistress yanked the club away from her, and then tossed it to Danny.

"Welcome back, old friend." Danny said, when Phantom was freed from the machine, and he became one with his hero half.

Charmcaster ignored this and focused on her main target - Gwen Tennyson who was still evading her rock warriors.

"Stop, please, I'm half empty." The beverage beseeches, the lizard that was drinking from him.

"Now that's just a bad attitude, because to me - your half full." Ben shouted once he heard what the smoothie had to say about his problem. Gwen outran her chasers once they tripped over their own feet.

"You two are useless." Their boss called out to them after seeing them fall.

"You're the one who's useless, Charmcaster. Can't even take on one powerless girl. Come on, hand to hand. No powers - just us, or are you afraid?" Gwen questioned and had a feeling that she was right about her plan.

"Oh, right. And now I get all angry, and slug it out with you, and you knock me out with my karate. So, how about instead I just shut you up. Forever!" The villain shouted out and shot a beam at the lady before her.

"Reverto mayos maha mehe." Gwen chanted and took her power back from her rival. "I have your old spell book." She admitted with a satisfied smirk on her face.

"No! You can't take the power back?! It's impossible! I crushed you!" The silver haired one shouted out as she could not come to grips that she was about to loose another one of her power boosts.

"You're only problem is that magic is the only thing you are about, but for me - magic is only one aspect of who I am." Gwen explained as she felt her power return to her.

"Get her, you useless piles of rock." Charmcaster said to the two behind her after feeling the second power boost leave her completely. They followed her advice and charged, but the alien magician was ready for that.

"You are also not the only one to conjure up dimensional vortexes." The Anodite commented after doing just that. The portal forced the three into the cyclone with the first stone man falling in while the second one found a street light anchor.

"Help me! Help me, you brainless boob. Don't let go you useless lump." Charmcaster called out called out after grabbing the survivor's ankle.

'That tears it.' The creature thought as he has had enough of her insults and let go of his anchor which the woman realized he did that on purpose, but that was moot since she was already in the vortex.

"Man, a whole fight and I have to step out of it cause of THIS thing." Ben groused, holding up his watch. Sibella patted him comfortingly on the shoulders.

"There, there, Ben. There's always next time." The Violet Beauty Soothed

"Good timing. That truck was really giving me a hard time. It was kind of humiliating." Kevin explained before getting smoothie spittle from Milla all over him while the other ones nearby were protected by Danny and Phantasma phasing it off of them. "Obviously just a warmup for this humiliation." He commented before looking up at the source of the problem.

"Sorry." The daughter of Godzilla said, with an embarrassed smile down at them. Danny saw that there was still some sort of friction between Kevin and Gwen, so he decided to do something about it.

Danny stood alone on the beach waiting for Kevin to get washed off.

"Good idea, for once, ghost-boy." Kevin said as he walked out of the sea and onto shore with not a drop of smoothie on him."

"It's the fastest way to get cleaned up. Even with my powers, I'm still involved in a lot of spills." Fenton explained to the former bully.

"Where's Gwen?" Kevin questioned since the two left to the beach in a pretty big hurry, so he wasn't sure what happened to the others.

"Probably at home. You hurt her pretty bad." The spirit answered back with a true tone in his voice.

"I hurt her? I'm the one who looks like this…mostly because of you, but still she has done nothing about it." Kevin commented to the 'cause' of his problem.

"You stone faced simpleton." Danny shouted out but his comment was ignored by a 'whatever' from Kevin which angered the D in BJD. "No, not whatever. She's spending every spare moment going through every spell book that she can get her hands on to try and help you. She's been doing that since the accident." He informed and that was when reality hit the mineral based man.

"She…she never told me." Levin confessed before facing the hero, and the raven haired youth could tell that it was a sincere comment.

"Should she have had to?" Fenton stated, before changing to hero mode and flying off, to leave Levin alone with his thoughts.

Well, Danny sure cowed Kevin huh? If you liked this, come read the story from it's Humble beginnings on DeviantArt. BJD and the Ghoul School.