Ben 10

Season 3 Episode 12

Be Afraid of the Dark (2)

Aired Saturday 10:00 AM Apr 14, 2007 on Cartoon Network
out of 10
User Rating
52 votes

By Users

Episode Summary

Ghostfreak's return spells disaster for our heroes. Grandpa Max and Gwen must deal with the mummy alien in space while Ben deals with Ghostfreak and Dr. Vicktor on Earth. Ghostfreak then reveals his master plan: he plans to blanket the Earth with Coronium so that sunlight will not reach the planet so that he may rule. With the power of a new alien in the watch, can Ben stop Ghostfreak, and save Grandpa and Gwen?moreless

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  • good show

    From where the "The Return" left off, Ben is now facing both Ghostfreak and Doctor Vicktor, quickly transforming into Grey Matter to escape. Grey Matter is able to discern Ghostfreak's plan from a computer terminal: Using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth's population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Vicktor clings to so that he might also get to the station. Meanwhile, Max and Gwen fight the mummy aboard the space center and attempt to thwart Ghostfreak's plan from there. Upgrade seemingly defeats the mummy, but Ghostfreak appears again and manually starts the device. In pure darkness, Ghostfreak's form enhances; Ben's new Benvicktor form holds him off until doctor Vicktor came back. However, Max tricks Vicktor into destroy the projector, ruining Ghostfreak's plan and apparently killing the werewolf. In a fit of rage, Vicktor attempts to warp Ben away, but accidentally banishes himself and the mummy. Ben and Gwen escape with Max on the shuttle, on which they again expose Ghostfreak to sunlight and defeat him. Cannonbolt protects Gwen and Max from atmospheric reentry, and the three land in Egypt. In the aftermath of the attack, Ben realizes that he has gained Ghostfreak's natural form on the Omnitrix.moreless
  • my favorite episode so far!

    this episode is just super awesome . ghostfreak returns after being defeated by ben earlier and this time he has his minions vicktor and that mummy and wolf from earlier episodes of the season . ghostfreak's plan is to use the mummy's purple energy source ( from an earlier episode ) and via wolf's machine block out the sun's rays so that the earth be in total darkness for ghostfreak to dominate it ! ben now can turn into a benmummy and benwolf and a new benvicktor ! the fight is in space and in it's darkness , ghostfreak is stronger than ever ! fabulous!moreless
  • Finally a 2-part episode

    Ben gets 2 new aliens and one of them is an old friend.

    More ailens what more could you ask for.I guess ben is lucky this season after this season ben will have 14-15 aliens.

    The first time I saw this episode I knew it would be another one to remember a nice plot and a ending that took everybody by surprize
  • Ghostfreak's plan revealed...

    With Ghostfreak back from the dead, and Grandpa Max and Gwen are trapped on the rocket with the Mummy, things don't look good for our hero. But just when everything seems down, the somehow Ben manages to pull out a win by becoming Upgrade and fusing some parts together to make a rockert where he blasts off into space and lands on the spacestation, but it seems he's had more than just one passenger when Ghostfreak jumps (haha) out. But as things again begin to look grim, Ben discovers a new alien in the watch courtesy of Dr. Vicktor, and when he transforms into it, he has to learn how to use the powers of this one while trying to put and end to Ghostfreak's plan.moreless
  • Ghostfreak is back and maybe for good.

    In this episode Ben gets the Ghostfreak form back in the Omnitrix. In away we shuold not be surprised. Before this episode, we should have seen that coming from the begining because there clues were all there if you have been watching Ben 10. For example, in "Benwolf" Ben learns that he can get new alien forms when other aliens touch the Omnitrix when it is red and collects their DNA. In "The Return" Ghostfreak comes back to life and in "Be Afraid of the Dark" Ghostfreak touches the Omnitrix when it is red and the Omnitrix collects his DNA. So now Ben can be Ghostfreak once again but in Ghostfreak's true form. The only question is does been now control Ghostfreak or is Ghostfreak alive in the Omnitrix like in "Ghostfreaked Out" when Ghostfreak came out of the Omnitrix?moreless
Meagan Smith

Meagan Smith

Gwen Tennyson

Paul Eiding

Paul Eiding

Max Tennyson

Steven Jay Blum

Steven Jay Blum

Heat Blast/Ghostfreak

Tara Strong

Tara Strong

Ben Tennyson/Upgrade

Fred Tatasciore

Fred Tatasciore

Ripjaws/Cannon Bolt

Richard Horvitz

Richard Horvitz

Grey Matter

Trivia, Notes, Quotes and Allusions


  • TRIVIA (17)

    • 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.

  • QUOTES (9)

    • 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.

  • NOTES (24)

    • Ben now has fifteen alien forms:

      10) His original ten aliens (Ghostfreak has a different form now)
      11) Wildvine
      12) Cannon Bolt
      13) Benwolf
      14) Benmummy
      15) Benvicktor

    • 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.
      2) Upgrade.
      3) Benvicktor.
      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.

    • Drak Pack
      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.