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 is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth's population, but it will 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 came back. However, Grandpa Max tricks Vicktor into destroy 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 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 form on the Omnitrix.

Major events

 * Ben obtains a new DNA sample (Benvicktor).
 * Ben first transforms into Benvicktor.
 * Ben regains Ghostfreak.

Omnitrix alien debuts

 * Benvicktor

Characters

 * Ben Tennyson
 * Max Tennyson
 * Gwen Tennyson

Villans

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

Aliens used

 * Grey Matter (Accidental transformation)
 * Upgrade
 * Benvicktor (First appearance)
 * Cannonbolt

Alien DNA Scanned

 * Benvicktor (Scanned from Dr. Vicktor after touching the Omnitrix)

Trivia

 * Gwen uses her balloon spell (Emocha Objectia) for the second time.
 * Ghostfreak's DNA returns to the Omnitrix (although in Ghost Town the Omnitrix states that Ghostfreak is new DNA)
 * When Ben transforms into Cannonbolt he is wearing a hazmat suit like Max and Gwen, but when he changes back he is in his normal clothes.