When Gwen escaped into the shuttle's bathroom to run from the alien mummy, her eyebrows vanish for a split second as the mummy is breaking the door down.
In order for the Omnitrix to acquire new alien DNA, the aliens have to touch the Omnitrix. But when Dr. Vicktor grabbed Ben and threw him, he had grabbed his shoulders, not Ben's left wrist where the Omnitrix was. So it shouldn't have absorbed Vicktor's DNA.
When the mummy grabs Benvicktor, why was Ghostfreak about to kill Benvicktor? If Ghostfreak wanted to possess Ben, why doesn't he just phase Ben through the station and wait for the Omnitrix to time out?
Although Ghostfreak said he knew about the Omnitrix, he still didn't know that if you touch his Omnitrix it will keep Ben from transforming into an alien. Also he should know that if an alien touches it while the Omnitrix isn't in use, some of their DNA is added.
Look Closely: When Gwen shuts the door to the restroom on the mummy alien, the small openings on the mummy aren't glowing purple like they should be.
Think Back: If the sun causes the mutated people to transform back to normal, how come the mutated cows in "Under Wraps" were still mutated while Grandpa Max was examining them in the morning?
Pay Attention: At one point in the episode, Ghostfreak mentions that "in the darkness of space, he is at his most powerful." The darkness of space? From the looks of it, it would appear that they were fighting over the half of earth in daytime, meaning that they would have been completely illuminated by the sun, and with no ozone layer or anything to protect them from UV rays, Ghostfreak would have been singed the moment he stepped outside.
At the end of the episode, Max and Gwen dispose of Ghostfreak by opening the shuttle hatch so that he is exposed to the sun. However, considering how large the sun appears to be from the hatch, Max must have flown well over half of the distance between the sun and Earth. This would require the shuttle to travel millions of miles in what appears to be only a few minutes at most, especially given that Ghostfreak was threatening Ben at the time. In addition, the shuttle does not burn up during this trip, yet burns up and falls apart once it attempts to enter Earth's atmosphere.
Pay Attention: Before Ben turns into Benvicktor, he twists the face of the Omnitrix, then pushes the button that makes the face pop up.
Upgrade isn't so affected by Dr. Vicktor's electricity. But in "Tourist Trap" he couldn't even touch the Megawatts.
The B-Plot of this and the previous episode is rather inconsistent. The intent is to imply that Ben is having trouble working as a team, but Gwen's dialogue (and willful ignorance of just how much of the work Ben is doing) can be interpreted as her being jealous of the Omnitrix and (his well-known ego aside) just how capable Ben and his merry Xenomorphs actually are (with Upgrade and Cannon Bolt vying for MVP Award).
Towards the end, the alien wolf is a part of a big explosion. It is unclear whether he died from it or not. It is possible he could have survived.
Outside Knowledge: Benvicktor and Ghostfreak manage to have a conversation in outer space, despite the fact that sound can't travel in a vacuum.
Look Closely: When Ben is pulled out from within the computer by Dr. Vicktor, the Omnitrix is shown glowing green, close-up. It then goes to being red and then green again.
After the alien mummy wraps up all three Tennysons, Ghostfreak considers how to dispose of the three. Even after Ben brings it up in conversation, he doesn't make an effort to claim the Omnitrix, even though it is right in front of him and Ben is restrained and not in an alien form. This is never explained.
When Ben was fighting Ghostfreak, Vicktor and the mummy alien in space, Vicktor shoots a beam from his cannon on his back and it opens a vortex that sucks him and the mummy alien in it. It is unknown of what became of the two.
When Ben absorbs Dr. Vicktor's DNA, the Omnitrix doesn't automatically recharge.
Ghostfreak: Looks like you learned some new tricks since we last met, child.
Ben: She's not the only one. (turns Omnitrix dial until pic of Benvicktor shows up, Ben pushes dial)
Benvicktor: Electromagnetic body. Sweet.
Upgrade: (to Vicktor) Can't you just stay grounded like your master?
Gwen: (about the shuttle) You sure you remember how to drive one of these things, Grandpa?
Grandpa Max: Just like riding a bicycle. A hundred-ton, twenty thousand-mile-an-hour, hi-tech bicycle.
Ghostfreak: Smiling in the face of your demise. I admire that.
Ben: Oh, I'm not smiling at my demise. I'm smiling at yours.
Ghostfreak: What's the matter, Ben? Aren't you glad to see me? You should know by now that nothing can stop me!
Ben: Nothing except... (changes into Grey Matter)
Grey Matter: Grey Matter? Oh, man, gimme a break!
Ghostfreak: (after Earth is covered by darkness) Darkness falls! The earth is now my domain!
Ghostfreak: Now, how shall I dispose of you three?
Gwen: (overacted) Oh, whatever you do, don't toss us out into space!
Ghostfreak: Excellent idea! Remove the suits!
Ben: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?
Grey Matter: Yo, earth to Grandpa! Come in, Grandpa!
Grandpa Max: Ben?
Gwen: If you're checking up on us, don't bother! We're totally handling things up here. We don't need your help.
Grey Matter: Wrong! When you hear what I'm about to say, you're gonna wish you had my alien muscle with you.
Gwen: Since when is Grey Matter muscle?
Gwen: Shouldn't we be looking for the corrodium?
Grandpa Max: Easier to bring the entire kit and caboodle back to earth than waste time searching for a few rocks in a whole rocket ship.
Gwen: Guess we know where I got my brains from.
Ben now has fifteen alien forms:
10) His original ten aliens (Ghostfreak has a different form now)
12) Cannon Bolt
It is revealed that Cannon Bolt's shell is strong enough to withstand the heat of re-entry to Earth. In fact, it can withstand twice that heat.
Though never explained, when Ben once used Ghostfreak to sneak into a horror movie, Zs'Skyar telepathically contacted Dr. Vicktor about these plans.
The producers say that Ghostfreak's real name is "Zs'Skyar". Also, he gave a sample of his DNA to Myaxx from "Secret of the Omnitrix" to help his plans of conquest. He also had samples of a florauna with him, resulting in Ben using Wildvine.
This is the first and final appearance of Benvicktor because he was never reused.
This is the final appearance of Ghostfreak because he was never reused ever since his form was regained.
Alien Mistransformations: Four Arms-Grey Matter.
Apparently, Cannon Bolt's shell is harder and resistant to more than just energy blasts and standard projectile weapons; the fact that he can survive falling down to Earth from space without burning up shows that he is even more enduring than once thought.
When Gwen is trying to destroy the controls to the receiver, she says, "Reanima Verdanica," and it results in plants growing on the console. Verdanica is similar to the word "verdens," which is Latin for green. Also, anima is Latin for living essence or spirit.
Gwen uses four magic spells in this episode. The first one is the same air spell she used in "Under Wraps" when she was in her hazmat suit (with the same results). The second was some form of petrification spell. The third caused flowers to grow out of the computer terminal (accidental results). And the fourth appeared to be some kind of electrical shock (though it is unclear whether the spell or the computer caused the sparks).
It is confirmed that four of Ben's aliens can survive without oxygen, as all four were able to be on the exterior of the space station.
Those four are:
Alien Form(s) Used:
1) Grey Matter.
4) Cannon Bolt.
Ben's version of Dr. Vicktor has longer hair, does not have the misshapen purple eyes of the original, and his left hand is organic. The Omnitrix symbol can be found on his belt buckle, and, of course, the lightning he generates is green.
In the darkness of space, Ghostfreak becomes larger and more powerful, growing spikes on his shoulders and hands, gaining larger, sharper teeth, and the ability to fire purple energy blasts from his chest tentacles.
Ben gains Dr. Vicktor's alien form in this episode. According to the credits, its name is Benvicktor.
At the end of this episode, it shows the Great Pyramids, which means Ben, Gwen and Grandpa Max have landed in Egypt.
Ben being chased around the lab as Grey Matter seems familiar to the last few scenes of "Ghostfreaked Out," where the same thing would end up happening to Ben.
Ghostfreak's evil personality is destroyed again, Vicktor and the Mummy Alien are sucked into a vortex that Vicktor opened, and the Werewolf Alien is presumed destroyed when the machine it created exploded.
Ghostfreak's silhouette in the Omnitrix suggests that if Ben can become this form and control it, it will be the form without the protective skin and therefore vulnerable to sunlight.
Ghostfreak is back in the Omnitrix except in Ghostfreak's current form. It is a mystery whether Ben will have the ability to fully control him.
This episode helps show that knowledge is power. For example, when Ben turns into Grey Matter, he learns that Ghostfreak was planning on blocking out the sun from the Earth. Also, as Grey Matter, he was able to make a Sun Ray gun for Ghostfreak, in only a few minutes.
This is the conclusion to the first two-part episode in the series.
Cartoon Network (UK) airdate: April 6th, 2007.
Main Villain(s): Ghostfreak, Dr. Vicktor, Mummy Alien & Werewolf Alien.
Ghostfreak: I couldn't agree more.
Ghostfreak's comment is similar to Brother Blood's comment in the Teen Titans episode "Titans East" part 1. Which was coincidentally the first part of the season three finale. Like this episode is the second to last episode of season three.
Two of the aliens resemble a werewolf and Frankenstein's monster, Ghostfreak has the same weakness as a vampire, and by the end of this episode, Ben can now turn into them. This is similar to The cartoon Drak Pack, where three teenagers have the power to become a vampire, werewolf, and Frankenstein's monster.
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