Ghost Town

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

Summary
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, who 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 minature golf while Ben is complaining that he only wanted to go because there should of been a rougue 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 protect his world and there was nothing he could do, but escape and search for help. He then requests 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 armour and throws his sword away. Ghostfreak then calls his minions and they restrain him until Ghostfreak gets near enough to Vilgax in order to to possess him. However, Vilgax overpowers them and uses light to 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. Ben thinks there will be a victory parade, but Kevin and Gwen have seen enough. 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 he claims the whole experience as a "rather auspicious beginning".

Major events

 * Zs'Skayr returns and tried to rule over Vilgaxia.
 * Ben regains Ghostfreak.
 * Vilgax teams up with Ben just this one time.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Vilgax
 * Ship
 * Citizens of Vilgaxia

Villains

 * Zs'Skayr
 * Zs'Skayr's Minions

Aliens Used

 * Humungousaur
 * Swampfire
 * Ghostfreak (first and only appearance in Alien Force)

Trivia

 * The Robots Vilgax was fighting resemble the Manhunters from DC Comics, a group of robots who were the predesessors of the Green Lantern Corps and later one of their most notorious enemies.
 * While fighting Vilgax, Ghostfreak demonstrates telekinetic abilities.
 * 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.
 * Gwen and Kevin are both disgusted with Ben's immaturity once again. They both got angry for his actions which endangers them all. Gwen kept questioning him of what was he thinking and Kevin was clearly mad when he stated that he and Gwen were also with Ben nor did he forget that.
 * Though Vilgax came to seek help from Ben and company, when Ghostfreak possessed Ben, he thought of destroying and killing Ben alongside with Zs'Skayr despite Ben being kind to him.
 * It is revealed that Vilgax's homeworld is named "Vilgaxia". It also revealed that his people regard him as a benevolent and heroic leader.
 * Steven Blum doesn't reprise his role of Ghostfreak from Ben 10. Instead, Jeff Bennett voices him here.
 * 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.
 * Zs'Skayr's minions look like Ghostfreak in the intro of Ultimate Alien, just with a purple eye and no Ultimatrix symbol on their chest.
 * It is the second episode where an Omnitrix alien return and a villain in the original series, in this episode back Ghostfreak and Zs'Skayr. First is in Vengeance of Vilgax: Part 2 and the third is in Viktor:The Spoils.