Be Afraid of the Dark

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

Plot
From where the The Return left off, Ben is now facing both Zs'Skayr and Doctor Vicktor. 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 on covering the daylight side of the Earth in a corrodium shield. This won't only mutate 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 Vicktor 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 pure darkness, Zs'Skayr's form enhances. Ben's Benvicktor form, his newest form as a result of fighting Vicktor earlier, holds him off until Vicktor comes back. However, Grandpa Max tricks Vicktor into destroying the projector, ruining Zs'Skayr's plan and apparently killing the werewolf. In a fit of rage, Vicktor attempts to warp Ben away, but accidentally banishes himself and the mummy. 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's gained Ghostfreak's natural form on the Omnitrix.

Major events

 * Ben obtains a new DNA sample named Benvicktor and first transforms into it.
 * Ben regains Ghostfreak.

Omnitrix alien debuts

 * Benvicktor

Characters

 * Ben Tennyson
 * Max Tennyson
 * Gwen Tennyson

Villains

 * Zs'Skayr
 * Dr. Vicktor
 * Yenaldooshi
 * Mummy

Aliens Used

 * Grey Matter
 * Upgrade
 * Benvicktor (first appearance)
 * Cannonbolt

Errors

 * Sound can only propagate through a physical medium. Vacuum, by its very definition, is empty space, so there shouldn't have been any sound whatsoever outside the shuttle and space station.

Trivia

 * This is Ghostfreak's last appearance in the original series.