Ben 10

Season 3 Episode 12

Be Afraid of the Dark (2)

Aired Saturday 10:00 AM Apr 14, 2007 on Cartoon Network

Episode Fan Reviews (7)

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out of 10
52 votes
  • 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.
  • 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!
  • 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.
  • 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?
  • Good! We finally know what's happened to ghost freak!

    I was wondering whether he'd come back or not, and frankly I'm not that he may have ended up back on the omnitrix. I enjoyed the two parts to this because 1. we learn some more about Max, 2. Gwen learned more magic and doesn't do badly at it, and 3. we see that Ghostfreak is still out there. My problems with the episode: 1. Where the heck are the mummy, werewolf, and alien astronaut weird thing from? Why did they ressurect Ghostfreak and start to serve him? 2. The adding aliens to the omnitrix thing is getting on my nerves, he's gotten a new alien for, like, the past five episodes. At least he should get a break or something. 3. Ben and Gwen were acting like jerks to eachother when their lives were obviously at stake. I mean come on now, when you face impending doom I'm sure you won't be overly worried about whether or not Ben is a good team player. But overall, the episode was pretty good. 9.0!
  • Ben must stop Ghostfreak's master plan...

    This episode was pretty good, but not as good as I hoped it would be. I was expecting this episode to be as good as Ghostfreaked Out, but it wasn't. Ghostfreak wasn't as smart in this episode - he made a lot of stupid mistakes. I expected Grandpa Max and Gwen to act more suprised and scared when they were told Ghostfreak was back. One thing I did like was how Gwen and Ben were stuck in that suit together and were floating in space. That was just too funny. I also like how Ben agreed to have Grandpa Max and Gwen as part of the "team." My favorite part was the ending when Ben got all scared because he saw that he had Ghostfreak on the Omnitrix again.