Ben 10

Season 2 Episode 11

Ghostfreaked Out

0
Aired Saturday 10:00 AM Jul 25, 2006 on Cartoon Network
9.3
out of 10
User Rating
86 votes
18

EPISODE REVIEWS
By TV.com Users

Episode Summary

EDIT
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

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SUBMIT REVIEW
  • It's ight.

    8.0
    An interesting twist in the episode; one of Ben's alien forms separates himself from the Omnitrix and teams up with his former enemies, those clown guys. At the same time Gwen is trying to enroll in one of the top schools in the nation, though unfortunately her interests and Ben's freedom fighting missions coincide on the same dates. Although the concept is rather original, the episode is simply standard Ben 10 fair; enemy of the week, defeat enemy by a technicality wrapped in fortune, end episode. The writing could have definitely used better structure, but overall it wasn't bad, just painstakingly average.moreless
  • exciting episode

    9.4
    Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of a school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. As a side effect of removing it, though, he can no longer withstand sunlight and is forced to retreat. Ghostfreak scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix. Ben and family encounter Ghostfreak and his minions that night. Gwen and Max easily deal with the circus trio, but he has Ben on the run. As Ghostfreak prepares to possess him, Ben pulls back the curtains in the room while the sun is rising, incinerating him.moreless
  • Ben gets a nightmare about Ghostfreak later Ben and others go to a school with Ghost freak breaking things.The circus freaks also appear.Ben tries to go heatblast but goes Ghostfreak. Later Ghostfreak breaks out and tries to possesses Ben but failed twicemoreless

    10
    Why would Ghostfreak peel his protective layer of skin when he knew that without it he would die from the sun. And when GF grabbed Ben the lightning from the omnitrix looks like the feedback from episode Kevin 11 when Kevin tries to take the omnitrix. Why did it take a long time for GF to posseses Ben but for others it took a sec or two? When Ben was hanging GF had the chance to posseses Ben but said think about it Ben your powers my body. And when Ben pulled behind the curtans not much hours passed. When GF has tele-kinetic and tele-pathy why didm't Ben use those powers when He had GFF's form.moreless
  • I ain't afraid of no Ghostfreak! Are you.......

    9.5
    This was a very great episode.

    Ben is having some weird dreams. While Gwen is doing everything in her power to get into a prestigus school.

    But Uh-oh! Ghostfreak sure is a freak! He's escaping from the Omnitrix and how you may ask? When Ben tries to go alien Ghostfreak comes out! We see his true, and GAG-it's hideous! The coomentary for this episode(Featured on the Ben10 season2 DVD) is fantastic. I really like that my favorite alien Grey Matter appeared!



    This is a great episode, and I HIGHLY recomend it. Humor, horror, and an epic story line.



    If you like Ben10(Don't we all) you can't pass this up!moreless
  • GhostFreaks last episode!!!!!

    10
    Okay where to start with this truly amazing episode of Ben ten.I thought in bens dream "Wow,since when can wildmut talk!!!"but it was just a dream.I was like what th-!when Ghostfreak was out of the watch.Ghostfreak freaked me out when I heard his description,but he turned out to be kinda cool!(still weird though!)The people possesesd by ghostfreak were freakier then ghostfreak himself!!!This episode was more drama and action packed than funny,but I dont mind one episode.When ghostfreak was kicking their buts in the gym I was like"Geez!Vicious much!Hes like smashing them across the wall!Thats is so cool!!!"Definetly one of my favorite episodes!!!!!!!!!moreless
Jeff Doucette

Jeff Doucette

Thumbskull

Guest Star

Cree Summer

Cree Summer

Frightwig

Guest Star

Kath Soucie

Kath Soucie

Little Boy/Tiffany

Guest Star

Steven Jay Blum

Steven Jay Blum

Security Guard

Recurring Role

Dee Bradley Baker

Dee Bradley Baker

Tuba Player/Acid Breath

Recurring Role

Trivia, Notes, Quotes and Allusions

FILTER BY TYPE

  • TRIVIA (29)

    • 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.

    • 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.

    • After the Omnitrix times out with Grey Matter, why was Ghostfreak still trying to possess Ben, knowing that another feedback would start?

    • 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?

    • 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?

    • While Ben was Four Arms, why would Ghostfreak try to kill Ben when he was trying to possess him?

    • 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.

    • Listen Carefully: When Ghostfreak is trying to possess Ben during the feedback, you can hear something that sounds like bones cracking.

    • 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.

    • 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.

    • 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?

    • 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.

    • Look Closely: When Ben transforms into Ghostfreak, Ghostfreak is slightly thinner than usual.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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?

    • 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?

    • Running Gag: Couldn't Ghostfreak have made an effort to fly away from the sunlight instead of hovering there waiting to die?

    • 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.

    • 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.

    • 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?

    • Grandpa Max says he's never seen Ben fight so viciously, despite the fact that Ben has done much worse things as Four Arms.

    • Listen Carefully: People alternate between calling the school Bencroft and Bancroft.

    • Why would Ghostfreak remove his outer covering if he knew that direct sunlight could kill him?

    • Look Closely: When Ghostfreak is separated from Ben, his covered form still has the Omnitrix symbol on it.

    • 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.

  • QUOTES (61)

    • Thumbskull: (as Ghostfreak is overshadowing him) What's happening to me?!

    • 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)

    • 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?

    • Gwen: (to Tiffany) So, should I turn in my admissions application to the main office or just give it to you?

    • 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!

    • 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.

    • 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!

    • 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?!

    • 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.

    • 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.

    • 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.

  • NOTES (36)

  • ALLUSIONS (8)

    • 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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