Ghost Town

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

Original Airdate
November 20, 2009

Summary
Vilgax frees Zs'Skayr from his prison in exchange Zs'Skayr will tell Vilgax the secrets of the Omnitrix, but Zs'Skayr betrays him and takes over Vilgaxia by possessing its people thus transforming them into his Ectonurite slaves. After his battle with Zs'Skayr, Vilgax returns to Earth to seek Ben's help. Vilgax, Kevin, Ben, and Gwen travel to Vilgaxia, in Ship, to stop him. When they finally find Zs'Skayr, Ben allows Zs'Skayr to possess him so he will be reimprisoned inside the Omnitrix, however Ben underestimated his own will power and Zs'Skayr takes over. Vilgax dispatches Gwen and Kevin to keep them out of his way long enough to deal with Zs'Skayr, finally defeating him by creating a burst of light with his sword, thus weakening Zs'Skayr to the point where Ben's will power takes over. Vilgax allows them to leave, gloating to himself that now he has the secrets of the Omnitrix.

Major events

 * Zs'Skayr returns and tried to rule over Vilgaxia.Ore.jpg
 * Ben regains Ghostfreak.
 * Vilgax teams up with Ben

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Ship
 * Chimera Sui Generis
 * Vilgax

Villains

 * Zs'Skayr
 * Zs'Skayr's Minions

Aliens used

 * Humongousaur
 * Swampfire
 * Ghostfreak (first/only appearance in Alien Force)

Trivia

 * Ben regained Ghostfreak in Be Afraid of the Dark, and regained it again (after an unseen event before Alien Force series).
 * Kevin's mutated body somehow makes him immune to the Ghostfreak-minions' possession. This may be because Kevin's mutated body was created by the Omnitirix, and the Omnitrix naturally repels any negative energy from the outside.
 * While fighting Vilgax, Ghostfreak demonstrates telekinetic abilities.
 * This is the first episode with a reverse transformation sequence.
 * When Ghostfreak 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 in the day, Ghostfreak 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 (although his plan had failed).
 * It is revealed that Vilgax's homeworld is named "Vilgaxia", presumably in honor of himself. It also revealed that his people regard him as a benevolent and heroic leader.
 * It appears that the energy beams Ghostfreak utilized in the Ben 10 episode Be Afraid of the Dark are not just restricted to his "full potential" form exhibited in said episode.
 * 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.