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Be Afraid of the Dark

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Be Afraid of the Dark
Be Afraid of the Dark
General Information
Original broadcast April 14, 2007
Series Ben 10
Season 3
Episode number 38
Overall number 38
Written by Marty Isenberg
Directed by Sebastian Montes
Episode Guide
Previous episode The Return
Next episode The Visitor
Gallery Cast Errors

Be Afraid of the Dark is the thirty-eighth episode of Ben 10.


Ghostfreak Zs'Skayr reunlocked

Ghostfreak back in the Omnitrix

Continuing where The Return left off, Ben is facing both Zs'Skayr and Doctor Viktor. He quickly transforms into Grey Matter to escape. Grey Matter is able to discern Zs'Skayr'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, Zs'Skayr's intent is of covering the daylight side of the Earth in a Corrodium shield.

This won't only mutate the Earth's population, but it'll also block out the sun, giving Zs'Skayr a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Viktor clings to so that he might also get to the station. Meanwhile, Grandpa Max and Gwen fight the Mummy aboard the space center and attempt to thwart Zs'Skayr's plan from there. Upgrade seemingly defeats the Mummy, but Ghostfreak appears again and manually starts the device. In near total darkness, Zs'Skayr's powers are enhanced. Ben's Frankenstrike form, his recent form as a result of fighting Dr. Viktor earlier, holds him off with bright greenish lightning until Dr. Viktor comes back for a rematch. 

However, Grandpa Max tricks Dr. Viktor into destroying the projector, ruining Zs'Skayr's plan and apparently killing the werewolf. In a fit of rage, Viktor attempts to warp Ben away, but accidentally banishes himself and the mummy into the Null Void. Ben and Gwen escape with Grandpa Max on the shuttle, on which they again expose Zs'Skayr to sunlight and defeat him. Cannonbolt protects Gwen and Grandpa 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 Ectonurite form on the Omnitrix, which worries him slightly.

Noteworthy Events

Major Events

Omnitrix Alien Debuts



Aliens Used

Spells Used



Zs'Skayr: You've learned some new tricks since we last met, child.
Ben: She's not the only one. (transforms into Frankenstrike) Electromagnetic body? Sweet.

Quotes Right


Zs'Skayr: What's the matter, Ben? Aren't you glad to see me? Haven't you learned by now that nothing can stop me?!
Ben: Nothing except... (changes into Grey Matter) Grey Matter? Aw, man, gimme a break!

Quotes Right


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?

Quotes Right


Ben: And we've seen the last of Ghostfreak! (sees natural form Ghostfreak symbol on the watch) Ghostfreak!? Aw man... (camera reveals pyramids) Uh, guys? Where are we?

Quotes Right

Naming and Translations

Language Name Origin
Hungarian Félelem a sötétségtől Fear of the Dark
Portuguese (Br) Tenha Medo do Escuro Be Afraid of the Dark
Spanish (HA) Miedo a la Oscuridad Fear of the Dark
Spanish (Spain) Miedo a la Oscuridad Fear of the Dark


Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSpeeded OutSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

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