Ben 10 Planet

Ghost Town

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Ghost Town
Ghost Town
General Information
Original broadcast November 20, 2009
Series Ben 10: Alien Force
Season 3
Episode number 36
Overall episode number 88
Written by Nicole Dubuc
Directed by Dan Riba
Episode Guide
Previous episode In Charm's Way
Next episode Trade-Off

Ghost Town is the thirty-sixth episode of Ben 10: Alien Force.


In a space station near the sun, some robots protect a prisoner in the station, when an unidentified spaceship appears, which is revealed to be Vilgax. He then destroys the ship they were on, battling his way through the guards to the prisoner. The prisoner is revealed to be Zs'Skayr, who has been removed from the Codon Stream by Azmuth and placed in a prison of light since the events of Be Afraid of the Dark. Vilgax then makes an agreement with the Ectonurite: releasing him from his prison in exchange for the secrets of the Omnitrix.

On Earth, Ben, Gwen, and Kevin are playing miniature golf, while Ben is complaining that he only wanted to go because there should have been a rogue alien wrecking the place. The alien then appears, ruining Gwen's shot. Ben tramples it with Humungousaur, and Gwen knocks it out with one shot. A meteorite then strikes the car park and they rush to find it (mostly because Kevin was hoping it had not landed on his ride) and find Vilgax, severely injured. They take him to Burger Shack, and he explains that after he freed Zs'Skayr, he tried to possess him and he then attacked his home planet of Vilgaxia, possessing the inhabitants and turning them into Ghostfreak minions. Vilgax was unable to protect his world and there was nothing he could do but escape and search for help. He then requests that Ben hand over the Omnitrix so he can save his world, but they refuse and try to fight him, but end up going with him to Vilgaxia on Ship. When they arrive, they spot Zs'Skayr's minions.

They hide and Kevin uses his abilities to trick the "Ghostfreaks". Vilgax then leaves and seems to betray them to the Ectonurite slaves, so Ben transforms into Swampfire and chases after him. Vilgax is then revealed to have been protecting a Chimera Sui Generis girl from the "Ghostfreaks". They try to possess her and even Kevin, but Swampfire drives them off and they leave Kevin's body as soon as they enter, as they don't like Kevin's second mutation. They then find Zs'Skayr, where he reveals that Vilgaxia is just the start, and soon he will conqueror every other world in the Milky Way Galaxy. Ben then lets Zs'Skayr possess him, and he is reimprisoned in the Codon Stream, with Ben transforming into the re-unlocked Ghostfreak. But as soon as he had transformed, the Omnitrix disappears and Zs'Skayr's personality takes over as Vilgax attempts to destroy him.

Gwen and Kevin try to stop Vilgax and Ghostfreak, but Ghostfreak easily defeats Kevin and Vilgax knocks Gwen away, creating a beam of light, Ghostfreak's biggest weakness. Ghostfreak and Vilgax battle until Ghostfreak damages Vilgax's armor and throws his sword away. Ghostfreak then calls his minions and they restrain him until Ghostfreak gets near enough to Vilgax in order to possess him. However, Vilgax overpowers them and uses bright light to weaken Zs'Skayr and allow Ben to regain control over Ghostfreak and the Omnitrix reappears, allowing Ben to change back to human and he learns Ghostfreak is back in the Omnitrix. Gwen and Kevin are disgusted, since Ben nearly killed them as Ghostfreak. The Chimera Sui Generis start their own victory parade for Vilgax, and Kevin finds Ship, emulating an alien toaster. Ship changes back and takes them home.

At the end, as Vilgax watches Ship fly away, he gloatingly says that now that he knows the secrets of the Omnitrix, and he claims the whole experience as a "rather auspicious beginning".

Major Events



Aliens Used



Zs'Skayr: Please, the light... burns!
Vilgax: And if I were to stop it?
Zs'Skayr: Don't toy with me, Vilgax. Ask for what you want.

Vilgax: I do not ask, Ghostfreak. I demand, and you obey!
Quotes Right


Ben: (while waiting for Gwen on the miniature golf course) And five centuries later...
Quotes Right


Humungousaur: Gwen, look, A mole in one. HAH!
Quotes Right


Kevin: This couldn't be a more obvious trap if there was a sign that read "free cookies"!
Ben: Probably... but I really like cookies.
Quotes Right


Swampfire: (thinking Vilgax had betrayed him and his companions to the Ghostfreak) I can't believe you tried to trick us into- (sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions) ...saving a little girl? Okay, now I feel like a jerk!
Quotes Right


Ben: (Talking to Vilgax) I got you the kiddie meal, so don't let them know you're over 8.
Vilgax: (about Ghostfreak) He tried to possess me.

Ben: He always was the possessive type.
Quotes Right


Kevin: What's wrong with you?! (after pushing down and shielding Gwen from a possessed Ben)
Gwen: Kevin! His Omnitrix is gone. (after realizing that Zs'Skayr took control of Ben's body)
Quotes Right


(as the Zs'Skayr-possessed Ben attacks)

Gwen: Ben, stop it! You're hurting your friends! Please, I know you're in there, somewhere!

Vilgax: And that's exactly what I plan to take care of!
Quotes Right


Vilgax: This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning!
Quotes Right


  • When Zs'Skayr turned the residents of Vilgaxia into Ectonurites, they had the same appearance of the sun-shielded Ghostfreak from the first season of the original series. Back then, Zs'Skayr was unaffected by any light because of his protective sun-suit. But in this episode, the Ghostfreak minions were harmed by light, even though they wore similar suits.
  • When Ben sends Vilgax to Ghostfreak as a distraction, while Ghostfreak is looking off of the balcony, his eye is green, but when he turns around and replies to Vilgax, his eye is purple.
    ZsSkayr Error
    Error in Zs'Skayr
    TeQuatroAdded by TeQuatro

Naming and Translations

Language Name Origin
Portuguese (Brazil) Cidade Fantasma Ghost Town
Spanish (Latin America) Pueblo Fantasma Ghost People
Spanish (Spain) La Ciudad Fantasma The Ghost Town


  • The robots Vilgax was fighting resemble the Manhunters from DC Comics, a group of robots who were the predecessors of the Green Lantern Corps and later one of their most notorious enemies.


  • It is revealed that Vilgax's homeworld is named "Vilgaxia" and that his people regard him as a benevolent and heroic leader.

See Also

Start a Discussion Discussions about Ghost Town

  • vilgax

    4 messages
    • i know right they made him look soft and the reason he cared for his planet is becaus he ruled it and was born their but in secret of the omnit...
    • I also hate this incarnation of Vilgax, but the situation may be defensible.  In Secret of the Omnitrix, he did seem a little skeptical when t...
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