Weird things have been happening at a residence so Ultra Girl goes to investigate. She arrives and at first everything seems in order but then there is a cold chill and some weird spooky sounds. Ultra Girl doesn't notice at first that her hand is touching and rubbing her boob. When she notices she manages to fight the ghost off but then her other hand starts grabbing and rubbing her other boob. Ultra Girl manages to fight it off again and puts down her ghost catching device but the cold chill and odd sounds come back before she can activate it. The sounds get louder and Ultra Girl tries to fight it off but the ghost is getting stronger. The room begins to fill up with an odd smell and Ultra Girl succumbs to the ghost. The ghost is now in Ultra Girl's body and controlling her. The ghost says it needs to enter a body in order to feel certain things and makes Ultra Girl rub her whole body. The ghost gets her to admit that the source of her power is her belt. Ultra Girl though starts to fight back and says she needs to get this out of her. She struggles for her ghost catching device but the eerie sounds come back and Ultra Girl is trapped between her own will and that of the ghosts. She tries to fight but at times she begins rubbing herself all over and she begins to feel very weak. The ghost ends up winning her over again and she goes to rest. Ultra Girl awakens but she is not herself. She quickly takes off her belt and tosses it aside. The ghost strips Ultra Girl down from there, taking time to admire the body of the super heroine it has possessed. Suddenly Ultra Girl tries to fight back again and regain control of her body but she is weak without her belt and she is shocked that her own hands are taking off her bra and panties leaving her completely nude. The ghost isn't done yet and against her will Ultra Girl's body begins walking towards a rag. She pleads with the ghost and tries to fight it off but it is no use and she puts the rag on her mouth and nose and the magic potion on it makes her so weak that she goes to rest again. Awhile later Ultra Girl awakens and she is herself. She picks up her clothes but before she can do anything the ghost is back again. Ultra Girl is so weak at this point that she can barely even try to fight off the ghost. It quickly has her spraying herself with a magic potion. Each time she sprays it her eyes grow heavy but she gets loopy, the spell and the ghost overpower her and Ultra Girl begins to feel tired. She lays down and rubs herself until she goes to rest.