A terrorizing nightmare of Ghostfreak is half the trouble for an unnerved Ben. Ben wakes up and goes to a tour of an important academy that Gwen wishes to attend. It is disturbed by the Circus Freaks (Acid Breath, Frightwig, and Thumbskull). Ghostfreak leads all three of them. Will Ghostfreak defeat Ben in the dark or will Ben shed the light of his power?moreless
 Meagan Smith |
Gwen Tennyson |
Paul Eiding |
Grandpa Max |
 Tara Strong |
Ben Tennyson/Upgrade |
Steven Jay Blum |
Heat Blast/Ghostfreak |
Richard Horvitz |
Grey Matter |
 Richard McGonagle |
Four Arms |
Jeff Doucette |
Thumbskull |
Guest Star |
 Cree Summer |
Frightwig |
Guest Star |
 Kath Soucie |
Little Boy/Tiffany |
Guest Star |
Steven Jay Blum |
Security Guard |
Recurring Role |
 Dee Bradley Baker |
Tuba Player/Acid Breath |
Recurring Role |
Watch Online
Trivia, Notes, Quotes and Allusions
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TRIVIA (29)
ADD TRIVIA-
Look Closely: You can see a picture of Albert Einstein taped to the wall in the science lab.
-
Look Closely: When Ghostfreak in Ben's dream grabs him as Wildmutt, Wildmutt's small armor that holds the Omnitrix symbol turns orange.
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Ghostfreak said he can't be merged with Ben in alien form. Even if he did merge with him, if Ghosfreak/Ben went alien, Ghostfreak would be forced out.
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After the Omnitrix times out with Grey Matter, why was Ghostfreak still trying to possess Ben, knowing that another feedback would start?
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How come at first Ghostfreak said that he needed Omnitrix power to be whole again, but later he says he wants to take over Ben's body to take over the world?
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Look Closely: When Ghostfreak phases his claws into Ben's shoulders, how were 3/4 of his claws able to fit inside Ben's smaller shoulders?
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While Ben was Four Arms, why would Ghostfreak try to kill Ben when he was trying to possess him?
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For some reason, while Ghostfreak is in Gwen's body, on some parts when Ben says something and Ghostfreak/Gwen hears it, Gwen seems to get some of her control.
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Listen Carefully: When Ghostfreak is trying to possess Ben during the feedback, you can hear something that sounds like bones cracking.
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Look Closely: When Ben falls out of bed, look at the blanket that is disturbed as he's falling out. When he hits the ground, that blanket is not the one on the lower bunk (the one he should have been sleeping on), instead the blanket that matched the earlier scene is the one over Gwen.
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Grandpa Max claims to pick up trace spectral activity (referring to Ghostfreak) in the school with his scanning device, but as Ghostfreak is an alien and not an actual ghost, he couldn't have picked up such activity.
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Ben continually calls Ghostfreak by his name after the alien escapes the Omnitrix, yet Ghostfreak never corrects him on this. Wouldn't Ghostfreak have a real name, considering that he is a being separate from Ben?
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Look Closely: While wearing his second layer of skin, Ghostfreak has an eye with a pink cornea and small black pupil, yet it's the other way around when he shows Ben his real form.
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Look Closely: When Ben transforms into Ghostfreak, Ghostfreak is slightly thinner than usual.
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When Ben tells Gwen and Grandpa Max about the nightmare, he called it the Wildmutt nightmare. As the antagonist of the dream was Ghostfreak, it should have been referred to as the Ghostfreak nightmare.
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In the scene where Ghostfreak begins to die and turns black, the back of its neck begins to break apart in a close-up. The scene then switches to Ghostfreak catching fire and the part of its neck that broke off is still on its body.
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When Ghostfreak seperates from the Omnitrix, he gets right into Ben's face before the commercials start. When the show returns, Ghostfreak is suddenly several feet away from Ben.
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Look Closely: Before Ben transforms into Four Arms, you can see the clock on Bancroft says 7 o'clock, but when the kids come running out of the school, the clock says 9 o'clock.
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Running Gag: How could Ghostfreak's true form possess claws on his hands if his covered form's hands show no evidence of having claws and his real hands are too small to conceal them at all?
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Since the Omnitrix protects Ben from negative forces, like Kevin's energy attacks in "Kevin 11," why was Ben worried that Ghostfreak could possess him if the Omnitrix would keep him away?
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Running Gag: Couldn't Ghostfreak have made an effort to fly away from the sunlight instead of hovering there waiting to die?
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Time seemed to pass incredibly fast in this episode when it becomes dark. It would take at least eight hours for the sun to come up again, yet the sun came up quickly, and it had only been at least one hour during the events surrounding Ghostfreak.
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Pay Attention: When Ghostfreak possesses most people, it takes him a few seconds before he assumes full control, but when he possesses Frightwig outside of the academy, he doesn't take any more than a second to gain control of her.
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Ectonurites are supposedly capable of deploying telekinetic and telepathic abilities, but if this is true, why wouldn't Ghostfreak have used his telekinesis to take the light device Grandpa Max was using to harm him? For that matter, why didn't he use his telepathy to find Ben?
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Grandpa Max says he's never seen Ben fight so viciously, despite the fact that Ben has done much worse things as Four Arms.
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Listen Carefully: People alternate between calling the school Bencroft and Bancroft.
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Why would Ghostfreak remove his outer covering if he knew that direct sunlight could kill him?
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Look Closely: When Ghostfreak is separated from Ben, his covered form still has the Omnitrix symbol on it.
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It's ironic that Heat Blast is mentioned in this episode, yet he does not transform into him. Perhaps the writers are playing a cruel joke.
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QUOTES (61)
ADD QUOTES-
Thumbskull: (as Ghostfreak is overshadowing him) What's happening to me?!
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Ghostfreak: (abandoning Thumskull's body) Any other questions?
(Acid Breath & Frightwig look at each other)
Acid Breath: Um, when do we start? -
Ghostfreak: I am not that kid. Serve me, and I promise that you will never see him again.
Thumskull: What if we don't want to help you?
Ghostfreak: I was hoping you'd ask. (overshadows Thumbskull and throws him around the room) -
Ghostfreak/Thumbskull: Attention, freaks! You are now my minions! Obey my command or feel my wrath!
(Acid Breath, Frightwig, and Thumbskull laugh)
Ghostfreak/Thumbskull: I don't think you realize who you're dealing with.
(Ghostfreak leaves the tuba player's body) -
Tiffany: This is our science lab.
Gwen: (gasps) Whoa! An electron microscope! -
Tiffany: (to Gwen) So many delude themselves to thinking they are Bancroft material. It's so sad. (sighs)
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Ghostfreak: (inside beaker) Let me out!
Ben: (knocking over beaker) Leave me alone!
(beaker lands near Tiffany's feet and shatters)
Gwen: (laughing nervously) That's my cousin, always joking. -
Grandpa Max: (to Ben) You okay, son?
Ben: (sighs) Yeah, I guess I'm still just a little weirded out by that Wildmutt nightmare.
Gwen: Well, what do you expect when you wolf down two mega enchilada burritos for a midnight snack? -
Wildmutt: (to kid) It's okay. I'm here to help get you down.
Kid: (using Ghostfreak's voice) I don't want to get down. I want out! -
(beakers in the science lab start exploding)
Grandpa Max: Ben, what are you doing?
Ben: I didn't do it, it was Ghostfreak! -
Ben: (looking at his shadow) Grandpa's right. I just need a little sleep.
-
Grandpa Max: (to Ghostfreak) We have a surprise of our own. (shoots Ghostfreak with weapon)
Ghostfreak: Daylight at night?!
Grandpa Max: Sungun. It can project a beam as bright as sunlight (shoots Ghostfreak again)
Ghostfreak: (dodging the blast) Clever! But not clever enough! -
Ghostfreak/Thumbskull: As long as I am in a host body, your weapon has no effect!
-
Ghostfreak: Maybe I need a new partner, someone more interesting for you to battle (flies toward Gwen)
Four Arms: Gwen! Look out!
Gwen: (sees Ghostfreak flying towards her) Aaaaaah!
(Ghostfreak overshadows Gwen)
Ghostfreak/Gwen: (laughs) Too late. Let's have some fun. -
Gwen: (sees Four Arms above her) Ben, what are you doing?
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Gwen: (to Tiffany) So, should I turn in my admissions application to the main office or just give it to you?
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Grandpa Max: I'm picking up some spectral activity from around that corner.
Ben: Okay, let me get my game face on. (transforms into Four Arms) -
Frightwig: (imitating Acid Breath) How tough could it be to rob a school? It'll be easy.
(door opens and Ghostfreak/tuba player walks in)
Acid Breath: It's that kid with the watch. Let's get out of here! -
Grandpa Max: Look, Ben, whatever's going on, we'll always be here for you.
Gwen: That's right. Even if it turns out you've got a major leak in your brain pan.
Ben: I'm not a wacko! Ghostfreak is loose!
Gwen: Okay, okay, so the butter hasn't slipped off your noodle. -
Grandpa Max: Something's wrong! I've never seen Ben so vicious.
Gwen: (running up to Ghostfreak) You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben, answer me!
Ghostfreak: Ben's not here! Boo! (Gwen falls backward) -
(Omnitrix starts beeping)
Ghostfreak: No! I'm not going back! (reverts back to Ben)
Ben: Phew! Man. I'm glad to be rid of that freak.
Ghostfreak: Aw, and I thought we were so close. So nice to finally meet you, face to face! -
Ghostfreak: (as Acid Breath, Frightwig, and Thumbskull run out of the gym) Guess they didn't learn their lesson!
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Tiffany: (to Gwen) At B.A., it is as important who you are as what you've done, you know, if you're a person from a quality family.
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Ben: (activating Omnitrix) A little Heat Blast action should light a fire underneath you freaks! (transforms into Ghostfreak)
Ghostfreak: Ghostfreak? I didn't pick you!
Acid Breath: Nice trick, kid. -
Gwen: (angrily) Benjamin Tennyson, I am gonna-
(a crash is heard inside Bancroft)
Ben: I'd better go check that out. -
Ben: (looking around Bancroft) Ghostfreak's gotta be around here somewhere.
Gwen: (to Grandpa Max) He's looking for himself?
Ben: He said he's been alive in the watch this whole time, just trying to get out. That's why I was always weirded out when I was Ghostfreak. -
Acid Breath: (to Frightwig and Thumbskull) They're in here somewhere.
-
(Omnitrix starts beeping)
Grey Matter: Uh-oh! (reverts back to Ben)
Ben: Oh man! Not now! -
Ghostfreak/Gwen: The next sound you'll hear will be your cousin's screams as she takes a big dive! (laughs)
(Ben drops the sungun and Ghostfreak leaves Gwen's body) -
Ghostfreak: (to Acid Breath, Frightwig, and Thumbskull) Eliminate them both!
-
(Four Arms reverts back to Ben and Ghostfreak/Gwen slowly walks towards him)
Grandpa Max: Ben! (throws him the sungun)
Ben: (to Ghostfreak/Gwen) Come on out so I can fry your pale butt!
Ghostfreak/Gwen: I have another idea, drop the weapon, and I'll meld with you and take over the world!
Ben: Fat chance!
(Ghostfreak/Gwen jumps near the edge of the building)
Ghostfreak/Gwen: Then you'd better hope your cousin knows how to fly! It's your choice, hero! -
Gwen: (spying Ghostfreak) Uh, major horror show!
-
(Grandpa Max & Gwen run into the gym)
Grandpa Max: It's those circus freaks! -
(Ben runs into Grandpa Max while running away from Ghostfreak)
Grandpa Max: Ben, take it easy. You look like you've just seen a ghost. -
Gwen: How are you planning on bringing Ghostfreak down once we find him? That alien's pretty tough.
Ben: (spying a window) Sunlight. He couldn't go into the sun. He had to stay in the shadows.
Gwen: What like a vampire? You never had that problem when you were Ghostfreak.
Ben: That's exactly why he needs me. Somehow if we're joined, he'll be whole again, which means we better find him before sundown.
Grandpa Max: I've got a couple things from my Plumber days that might help. -
Ghostfreak: You can run, but you can't hide!
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Acid Breath: (to Gwen) It's just you and me, precious.
Gwen: Bring it on, stink breath! -
Thumbskull: (referring to Grey Matter) Where'd that little pipsqueak go?!
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Acid Breath: (looking at the trophy case) See what I mean? Easy money.
(guard walks in the room)
Guard: Hey! This room is off limits without an escort.
(Acid Breath, Frightwig, and Thumbskull smile) -
(Ben runs into the gym and sees Acid Breath, Frightwig, and Thumbskull)
Ben: You again?!
Thumbskull: It's that kid who took down Zombozo!
Frightwig: That was a sweet gig working for that clown, and you ruined it! Now it's payback time. -
Ben: This can't be happening! You can't be you, I'm you!
Ghostfreak: I was never you! An Ectonurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside! But now, I can reveal my true self! (evolves into his true self; Ben takes a step back in alarm)
Ben: And I thought you were ugly before! What do you want?!
Ghostfreak: I need the power of the Omnitrix to make myself whole again, and the only way to do that is by taking over your body! Now let's see how you like being trapped inside somebody else! -
Ghostfreak: It seems I can not merge with your alien forms. No matter. Time is on my side, you'll be human again soon enough.
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Ghostfreak: Together again. Just like old- (starts gagging and spits out Grey Matter)
Grey Matter: Ugh! That's enough to make me gag, too! -
Tiffany: (to Gwen) This is not going to look good on your application. Bancroft is a no freak zone.
-
Ghostfreak: (chasing Ben inside Bencroft) Think about it, Ben! With the power of the watch, and your DNA, I will be unstoppable!
Ben: (spies a curtain with sunlight peering from behind it and pulls it down) It's time you saw the light, freak!
(Ghostfreak, writhes, combusts, and finally dies; Ben sighs in relief) -
Gwen: Well, I have a 4.2 GPA, I'm president of the computer club, treasurer of the science society, volunteer at several local charities, and I'm a member of my school's jiu-jitsu team.
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Gwen: Something tells me I am so not getting into Bancroft Academy.
Ben: You don't need this stupid school to prove you're smart. Do you think any of these eggheads could have brought down those circus freaks?
Gwen: (hugs Ben) That's the nicest thing you've ever said to me. Thanks, Ben! -
Acid Breath: We ain't scared of no ghosts!
(Frightwig, Acid Breath, & Thumbskull laugh)
Ghostfreak: You should be. -
Tiffany: Do you have a question?
Ben: Uh, yeah. Why are there so many kids here during vacation?
Tiffany: Attending our prestigious summer school session.
Ben: "Summer" and "school." There's two words that should never be used together. -
Ben: You think you're so smart. Is that why you want to go to this stupid school? It's full of nothing but snobs and posers.
Gwen: Bancroft Academy is one of the top schools in the country.
Ben: Yeah, for snobs and posers.
Gwen: Ben, I'm warning you. You'd better not do anything to embarrass me on the tour of the campus.
Ben: Don't get your shorts in a twist. I'll be on my best behavior.
Gwen: Oh, why doesn't that make me feel better? -
(Ghostfreak/Gwen hears Omnitrix start beeping)
Ghostfreak/Gwen: Ah, music to my ears! -
Four Arms: I haven't got time for you freaks, so the party's over.
Frightwig: You've got it all wrong, muscle-head, it's just about to really get rolling!
(Ghostfreak/Acid Breath steps forward)
Ghostfreak/Acid Breath: And, it's a surprise party.
(Ghostfreak phases out of Acid Breath)
Ghostfreak: Hello, Ben, have you been working out? -
Four Arms: Go ahead and play musical freaks all you want, I'll just kick their butts.
-
(Ben transforms into Four Arms)
Four Arms: Hey, I meant to do that! Maybe I'm finally getting the hang of this thing. -
(Wildmutt backs up, the tree turns into Ghostfreak)
Wildmutt: Leave me alone!
Ghostfreak: You can't get away from me...
(Ghostfreak grabs Wildmutt)
Ghostfreak: Always the hero. What a waste of potential. You want to be helpful? Get me out! -
Grandpa Max: Ben? Ben?
(Gwen smacks Ben with a pamphlet)
Gwen: Earth to dweeb!
Ben: Huh?
Gwen: Clean the wax out of your ears. -
(Ben transforms into Wildmutt)
Gwen: Oh, good thinking. Turn into the vicious, drooling, alien attack-dog to rescue the scared kid out of the tree. -
Kid in Tree: Help! I can't get down!
Gwen: Don't worry, we'll come up and get you!
Ben: We?
Gwen: Hey, you're the one with all the alien heroes at your fingertips. -
(after Ghostfreak orders Acid Breath, Thumbskull, and Frightwig to kill Grandpa Max & Gwen)
Ben: We had a deal, you Halloween reject!
Ghostfreak: You had a deal with me, not them. -
Gwen: We've been at this for hours! If Ghostfreak trashes the campus, I'll never get admitted!
(Grandpa Max & Ben give her a look)
Gwen: Not like that is as important as saving all these innocent people. -
Gwen: (to Tiffany) I'm so sorry about my cousin! Actually, we're not even really related! I think his parents may have found him at a zoo or something.
-
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NOTES (36)
ADD NOTES-
Though his true name is never mentioned in the series, Ghostfreak's true title is Zs'Skayr, the High Ecto-Lord of Anur Phaetos.
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This is the last time Ben uses Ghostfreak.
-
This is the only episode where we actually see Ghostfreak possess someone.
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Although believed to be destroyed, Ghostfreak actually returns in the third season episode, "The Return."
-
This is the second time the Omnitrix has instantly recharged. The first was in "Grudge Match."
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This is the second time that Ghostfreak scares someone by saying, "Boo". The first was in "Last Laugh."
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New Alien Powers:
Ghostfreak: Can knock people out by phasing his hands into their head, can possess people, and can access dreams. -
After peeling off his protective layer of skin, Ghostfreak assumes his true form which consists of:
* An exposed and inverted skull (with still only one eye) for a head.
* Darker, blue, and ripped skin with exposed bones on certain parts of his body. Like with the covered form, Ghostfreak's true form doesn't have legs. Without the skin, he has a sort of tail.
* Long blue claws on his hands. In the first season, this is a running gag, seeing as how his real hands are too small to conceal such claws.Overall, Ghostfreak resembles a decaying corpse, as befits its ghostly physiology.
-
How Ghostfreak Affects Ben in This Episode:
* Accesses his dreams
* Makes his voice heard while at Bancroft Academy
* Replaces Ben's shadow with his
* Appears in the beakers in the science lab and sets off the Bunsen Burners -
This is the only episode where Ghostfreak's telekinesis and telepathy is seen; he accesses Ben's dreams with his telepathy and uses his telekinesis to freak Ben out in the science lab by setting the Bunsen burners off.
-
Apparently, Ectonurites consider human bodies "frail."
-
According to Gwen, Bancroft Academy is one of the top schools in the country.
-
This is the second time an alien has accessed Ben's dreams. The first being in "Secrets."
-
This is the second time Ben has fallen out of bed, the first being in "Tourist Trap."
-
We learn that Gwen wanted to get into a school called Bancroft Academy and that she brought a pamphlet about it with her on the trip.
-
We learn that Gwen has a 4.2 GPA, she's president of the computer club at her school, she's treasurer of the science society, and she volunteers at several local charities and in the school jujitsu team.
-
Cartoon Network (UK) airdate: Saturday, August 12th, 2006.
-
When Ghostfreak possesses his victims, the victim's eyes are colored the same as his eye, which are surrounded by cracks. He also retains his voice in his captive, but not his powers.
-
It is revealed that the reason Ghostfreak wears the second layer of skin is to protect him from sunlight. While regular light will simply reveal Ghostfreak while he wears this cover, direct sunlight can eliminate him in his real form.
-
Ghostfreak used his powers in ways Ben had never used them before (possessing people, etc.).
-
This marks the first time an alien from the Omnitrix has been separated and destroyed.
-
Running Gag: Gwen talking about not being accepted into Bancroft Academy at unreasonable times.
-
It could be possible that the alien forms on the Omnitrix could have some powered-down forms of various aliens. Such as the Vulpamancers and the Ectonurites. From the episode,"Truth," we saw that the Vulpamancers were much more primal looking. Now with "Ghostfreaked Out," we see that Ectonurites look a lot more sinister than normal.
-
This is the fifth time someone, in this case Gwen, has called Ben by his full name, Benjamin. The first was in "And Then There Were 10" by his teacher, then by Grandpa Max in "Tourist Trap," "Secrets," and "Ultimate Weapon."
-
Ghostfreak is the first of Ben's alien forms to actually come alive and act on its own.
-
The name of Ghostfreak's species (Ectonurite) has been revealed in this episode.
-
This is Ghostfreak's first non-cameo appearance since "Secrets."
-
Ghostfreak says he gave a sample of his DNA for the Omnitrix. This probably means the other aliens in the Omnitrix did the same thing.
-
Alien Form(s) Used:
1) Wildmutt (dream).
2) Ghostfreak.
3) Four Arms.
4) Grey Matter. -
Apparently, Gwen has great knowledge of nin-jitsu.
-
Ghostfreak is destroyed this episode and is no longer part of the Omnitrix.
-
Main Villain(s): Thumbskull, Frightwig, Acid Breath, & Ghostfreak.
-
Ghostfreak was able to bring himself into existence without his host, and able to use his abilities out of free will. Ghostfreak explains that Ectonurites have their free will attained in even strands of DNA.
-
Wildmutt speaks in Ben's voice in this episode, though it only occurred in his nightmare with Ghostfreak.
-
Second appearance of the sideshow freaks Frightwig, Acid Breath, and Thumbskull from the episode, "Last Laugh."
-
This episode premiered on a special day and time: Tuesday, July 25th, 2006 at 7:00 PM EST/PST.
-
-
ALLUSIONS (8)
ADD ALLUSIONS-
Ghostfreak: Power
Ghostfreak can take over other peoples' body, and whenever he takes on their bodies, he also takes on their eyes, just like Jericho in the Teen Titans episode "Titans Together." -
Ben: Go ahead and play musical freaks all you want!
This is obviously a reference to the class children's game "Musical Chairs." -
Episode Title: Ghostfreaked Out
The title is obviously a play on the term "freaked out," which someone says when severely startled on surprised. -
Ghostfreak: Overshadowing
Ghostfreak overshadowing is just like what Danny Phantom did when he overshadowed his dad. -
Ghostfreak: Think about it Ben! My powers, your body!
This line seems to refer to the Teen Titans episode "Aftershock (2)" where Slade responds to Beast Boy's question of what he did to Terra to make her turn on him. Slade says, "She wanted control, and that's what I gave her: my control, her body." -
Ghostfreak: Demise
The scene where Ben leads Ghostfreak to his demise in the sunlight is the same way Batman destroyed Dracula in Batman vs. Dracula. -
Freezer/Refrigerator: Jurassic Park
When Thumbskull spots Grandpa Max in the refrigerator's reflection, he charges into a walk-in freezer/refrigerator, slipping and falling as Grandpa Max dodges him. This is like the Kitchen scene in Jurassic Park, when Lex is spotted by a raptor via her reflection on an oven, and Tim when he locked a raptor in the walk-in freezer. -
Acid Breath: I ain't scared of no ghosts!
This line is similar to the catchphrase "I ain't 'fraid of no ghosts" from the popular 1984 sci-fi comedy, Ghostbusters.
-
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Season 2 Episodes
See AllEp 13
Back With a Vengeance
Ep 12
Dr. Animo and the Mutan...
Ep 11
Ghostfreaked Out
Ep 10
They Lurk Below
Ep 9
Tough Luck
Ep 8
Ultimate Weapon
Ep 7
Camp Fear
Ep 6
The Galactic Enforcers
Ep 5
Grudge Match
Ep 4
Gwen 10
Ep 3
Framed
Ep 2
The Big Tick
Ep 1
Truth
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