Ben 10: Alien Force

Season 3 Episode 10

Ghost Town

Aired Friday 8:30 PM Nov 20, 2009 on Cartoon Network



  • Trivia

    • None of the female members of Vilgax's race seen in this episode have chin tentacles. But Myaxx (from "Secret of Omnitrix") did have them.

    • Vilgax has red eyes, but his people have green eyes.

    • How can Ghostfreak still be alive? His remains were destroyed in Earth's atmosphere from "Be Afraid of the Dark".

    • Ghostfreak returns in this episode, but in his last appearance in the original series, he was reduced to ashes by the light of the sun.

    • Ben regains Ghostfreak in the Omnitrix, but in "Be Afraid of the Dark" episode in the original series, Ben regained him again.

  • Quotes

    • Ben: (while waiting for Gwen on the miniature golf course) And five centuries later...

    • Kevin: This couldn't be a more obvious trap if there was a sign that read "free cookies"!
      Ben: Probably... but I really like cookies.

    • Swampfire: (thinking Vilgax betrayed him, Gwen and Kevin to the Ghostfreaks) I can't believe you could trick us into... (sees Vilgax protecting a young Chimera Sui Generis girl from the Ghostfreaks) ...saving a little girl? Okay, now I feel like a jerk!

    • Vilgax: This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning!

    • (as the Ghostfreak-possessed Ben attacks)
      Gwen: Ben, stop it! You're hurting your friends! Please, I know you're in there, somewhere!
      Vilgax: And that's exactly what I plan to take care of!

    • Vilgax: (about Ghostfreak) He tried to possess me.
      Ben: He always was the possessive type.

    • Vilgax: "Burger Shack"?
      Ben: I got you the kiddie meal, so don't let them know you're over eight.

    • Ghostfreak: Please, the light... burns!
      Vilgax: And if I were to stop it?
      Ghostfreak: Don't toy with me, Vilgax. Ask for what you want.
      Vilgax: I do not ask, Ghostfreak. I demand, and you obey!

  • Notes

    • All but three of Ben's original ten aliens have been seen so far. Those discluded three being: Ripjaws, Wildmutt, and Stinkfly. However, he has only become three himself (Cannonbolt, Diamondhead, and Fourarms).

    • Another original alien, Ghostfreak, returns to the Omnitrix.

    • In the original Ben 10, Ben's Ghostfreak was unaffected by any light because of his protective sun-suit. But in this episode, the Ghostfreak minions were harmed by light, even though they wore similar suits.

    • It is revealed that Vilgax's homeworld is named "Vilgaxia", presumably in honor of himself. It also revealed that his people regard him as a benevolent and heroic leader.

    • Ghostfreak's DNA is once again added to the Omnitrix.

    • While fighting Vilgax, Ghostfreak demonstrates telekinetic abilities.

    • It appears that the energy beams Ghostfreak utilized in the Ben 10 episode "Be Afraid of the Dark" are not just restricted to his "full potential" form exhibited in said episode.

    • The minion-forms Ghostfreak turns Vilgax's people into resemble Ghostfreak's original, light-protected form, back when he was first part of Ben's Omnitrix.

    • Alien Form(s) Used:

      1) Humongousaur
      2) Swampfire
      3) Ghostfreak.

    • Steven Blum does not reprise his role of Ghostfreak from Ben 10. Instead, Jeff Bennett voices him here.

  • Allusions

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