|Be Afraid of the Dark|
|Original broadcast||April 14, 2007|
|Written by||Marty Isenberg|
|Directed by||Sebastian Montes|
|Previous episode||The Return|
|Next episode||The Visitor|
Be Afraid of the Dark is the thirty-eighth episode of Ben 10.
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.
- Ben unlocks and first uses a new transformation, Frankenstrike.
- Ben regains Ghostfreak after the Omnitrix re-scans Zs'Skayr's DNA.
- Every human on Earth was temporarily mutated by Corrodium.
Omnitrix Alien Debuts
Naming and Translations
|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|
- The title is a reference to the 1973 horror movie Don't Be Afraid of the Dark.
- The trio lands in Giza, Egypt, accidentally making it their next stop.