Ghostfreaked Out

Ghostfreaked Out
General Information
Original broadcast	July 25, 2006
Series	Ben 10
Details
Season	2
Episode	24
Overall	24
Credits
Written by	Tom Pugsley
Directed by	Sebastian Montes
Episode Guide
Previous episode	They Lurk Below
Next episode	Dr. Animo and the Mutant Ray
Links
Gallery
Transcript
Errors

Ghostfreaked Out is the twenty-fourth episode of Ben 10.

Plot

A boy throws a frisbee and it gets stuck in a tree. The boy climbs the tree to get it, but can't come down. Ben and Gwen show up and see this, and Ben becomes Wildmutt to climb the tree and get the boy. Wildmutt strangely talks just like Ben and tries to reassure the boy, and the boy turns around, having Ghostfreak's eye and in Ghostfreak's voice, he says that he wants to be let out. The whole setting changes to a giant Ghostfreak and giant Ghostfreak tells Wildmutt to let him out. Ben suddenly wakes up and falls out of bed. The whole thing was a nightmare.

Ben begins having strange feelings about Ghostfreak, as Max drives Gwen to a school she wishes to attend, Bancroft Academy. Ben callously calls the school a "school for snobs and posers". Upon arriving at the school, they are given a tour by a snobby student named Tiffany. During the tour, Ben begins to see strange things, such as Ghostfreak's shadow and Ghostfreak's eye in a beaker, telling Ben to let him out. Ben's behavior is making Tiffany start to think that Gwen isn't Bancroft material and Gwen was about to punch Ben until they hear a noise coming from the gym. It's the Circus Freaks, and they have come to rob the school.

Ben arrives and the Circus Freaks recognize him. Ben tries to become Heatblast, but transforms into Ghostfreak. As Ghostfreak battles the Circus Freaks, Gwen and Max notice that Ghostfreak is fighting very viciously and not the way he fights his enemies at all, even scaring Gwen in a strange manner. The Circus Freaks escape, and Ghostfreak gives chase.

File:Ghostfreak Zs'Skayr.png

Ben meets Ghostfreak face-to-face

The Omnitrix begins to time out and, as it does, Ghostfreak begins to scream that he's not going back. Ghostfreak reverts to Ben, but Ben realizes that Ghostfreak has escaped the Omnitrix. Ghostfreak explains to Ben that he was never Ben, but that he was trapped inside the Omnitrix when his DNA was entered as the Ectonurite transformation sample. Now free, Ghostfreak announces his attention to possess Ben to gain control over the Omnitrix to make himself whole again, as well as getting revenge on Ben for being trapped inside Ben. Zs'Skayr removes his second layer of skin, revealing his true form. However, Zs'Skayr has also revealed a new weakness; his real body cannot resist light. Ben escapes from Zs'Skayr's clutches. Zs'Skayr then possesses a Bancroft boy playing a tuba and realizes he can't be destroyed by sunlight when he's in a host body. Zs'Skayr finds the Circus Freaks hiding in a shed and makes them his minions by possessing Thumbskull, throwing him around as a threatening tactic. Ben tells Gwen and Max about Ghostfreak escaping and then they begin searching the school for him.

File:Ghostfreak Zs'Skayr3.png

Ghostfreak's true form

At night, Ben notices some Bancroft students running away screaming and becomes Four Arms to see what's going on. The Circus Freaks come out, with Zs'Skayr possessing Acid Breath. He leaves Acid Breath and tries to possess Four Arms, but realizes he can't possess Ben in alien form. Zs'Skayr then possesses the Circus Freaks to fight Four Arms, but Four Arms defeats them all. Zs'Skayr then possesses Gwen and fights Four Arms. Zs'Skayr as Gwen climbs up a wall and Four Arms follows, reverts back to Ben. He holds a Sun Gun at Zs'Skayr, but Zs'Skayr tells Ben he will make Gwen die unless Ben surrenders to him. Ben decides to surrender, and Zs'Skayr leaves Gwen, but has the Circus Freaks battle Gwen and Max.

Ben seizes the moment to grab the Sun Gun, but Zs'Skayr attempts to possess him. The Omnitrix instantly charges and transforms Ben into Grey Matter to avoid being possessed by Zs'Skayr. Grey Matter begins to make the Circus Freaks fight each other. Zs'Skayr then chases Grey Matter into the clocktower. Grey Matter soon reverts to Ben and Zs'Skayr has another opportunity to take over Ben. But sunlight approaches and Ben pulls down the curtains. With the sunlight revealed, this kills Zs'Skayr. The police come and arrest the Circus Freaks, and Gwen now has no chance of attending Bancroft Academy. Ben cheers her up by saying none of the students would have been able to stop Zs'Skayr or the Circus Freaks, while she could.

Noteworthy Events

Major Events

• Ghostfreak escapes from the Omnitrix and Ben can no longer transform into him.
• The Circus Freaks return.
• It was revealed that Zs'Skayr's DNA sample was used in the Omnitrix to make Ghostfreak.

Character Debuts

• Zs'Skayr

Minor Events

• Ghostfreak is revealed to be an Ectonurite.
• It is revealed the Omnitrix can instantly charge to protect the user in immediate danger.

Characters

• Ben Tennyson
• Gwen Tennyson
• Max Tennyson
• Tiffany (first appearance)

Villains

• Zs'Skayr (first appearance)
• Circus Freak Trio
  • Thumbskull
  • Frightwig
  • Acid Breath

Aliens Used

• Wildmutt (dream)
• Ghostfreak (selected alien was Heatblast)
• Four Arms
• Grey Matter

Quotes

Grandpa Max: Wait something's wrong... I've never seen Ben so vicious.

Four Arms: Go ahead and play musical freaks all you want, I'll just kick their butts.

Gwen: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben! Answer me! Ghostfreak: (turns around) Ben's not here... (floats to Gwen) Boo! Gwen: (scared) Huh?

Errors

• When Wildmutt was being held by Ghostfreak in the dream, his brace was orange.
• Zs'Skayr had an Omnitrix symbol until he tore off his extra skin.

Naming and Translations

Language	Name	Origin
Hungarian	Szellem szabadlábon	Ghostfreak At Large
Portuguese (Br)	Ataque do Fantasmático	Attack of Ghostfreak
Spanish (HA)	El Fantasma Anda Suelto	The Ghost is On The Loose
Spanish (Spain)	Escape Espectral	Spectral Escape

Allusions

• When Acid Breath says "I ain't scared of no ghosts!", it's a reference to the Ghostbusters phrase.
• This episode reunites Kath Soucie, Tara Strong, and Cree Summer who voiced Phil, Lil, Dil, and Susie in Rugrats.
• The way Acid Breath was carried by the police is a reference Hannibal Lecter from The Silence of the Lambs.

Trivia

• In the Arab World, the last scene where Gwen hugs Ben is censored.

Ben 10 Episodes

Production Order U.S. Airing Order Season 1 And Then There Were 10 • Washington B.C. • The Krakken • Permanent Retirement • Hunted • Last Laugh • Kevin 11 • Tourist Trap • The Alliance • Lucky Girl • A Small Problem • Side Effects • Secrets Season 2 Truth • The Big Tick • Framed • Gwen 10 • Grudge Match • The Galactic Enforcers • Ultimate Weapon • Camp Fear • Tough Luck • They Lurk Below • Dr. Animo and the Mutant Ray • Ghostfreaked Out • Back With a Vengeance Season 3 Midnight Madness • Ben 10,000 • A Change of Face • Merry Christmas • Benwolf • Game Over • Super Alien Hero Buddy Adventures • Under Wraps • Monster Weather • The Unnaturals • The Visitor • The Return • Be Afraid of the Dark Season 4 Perfect Day • Divided We Stand • Don't Drink the Water • Big Fat Alien Wedding • Ben 4 Good Buddy • Ready to Rumble • Ken 10 • Goodbye and Good Riddance • Ben 10 vs. Negative 10: Part 1 • Ben 10 vs. Negative 10: Part 2 Movies Ben 10: Secret of the Omnitrix • Ben 10: Race Against Time • Ben 10: Destroy All Aliens Shorts Hijacked • Snack Break • Survival Skills • Radio Dazed • Sleepaway Camper • Dogged Pursuit • Let the Games Begin • Handle with Care • Road Trip Rumble • Destroy All Aliens Specials I-10: The Ben 10 User Generated Experience Season 1 And Then There Were 10 • Washington B.C. • The Krakken • Permanent Retirement • Hunted • Tourist Trap • Kevin 11 • The Alliance • Last Laugh • Lucky Girl • A Small Problem • Side Effects • Secrets Season 2 Truth • The Big Tick • Framed • Gwen 10 • Grudge Match • The Galactic Enforcers • Camp Fear • Ultimate Weapon • Tough Luck • They Lurk Below • Ghostfreaked Out • Dr. Animo and the Mutant Ray • Back With a Vengeance Season 3 Ben 10,000 • Midnight Madness • A Change of Face • Merry Christmas • Benwolf • Game Over • Super Alien Hero Buddy Adventures • Under Wraps • The Unnaturals • Monster Weather • The Return • Be Afraid of the Dark • The Visitor Season 4 Perfect Day • Divided We Stand • Don't Drink the Water • Big Fat Alien Wedding • Ben 4 Good Buddy • Ready to Rumble • Ken 10 • Ben 10 vs. Negative 10: Part 1 • Ben 10 vs. Negative 10: Part 2 • Goodbye and Good Riddance Movies Ben 10: Secret of the Omnitrix • Ben 10: Race Against Time • Ben 10: Destroy All Aliens Shorts Hijacked • Snack Break • Survival Skills • Radio Dazed • Sleepaway Camper • Dogged Pursuit • Let the Games Begin • Handle with Care • Road Trip Rumble • Destroy All Aliens Specials I-10: The Ben 10 User Generated Experience