|This article belongs to the Classic Timeline|
Be Afraid of the Dark is the thirty-ninth episode of Ben 10.
Continued from the previous episode, Ben is running from Zs'Skayr and Dr. Viktor. Zs'Skayr says that he needs Ben alive and Ben transforms into Grey Matter and escapes Viktor under the floor. Meanwhile, in outer space, Grandpa Max tries to bring the shuttle to Earth while Zs'Skayr and Viktor search for Ben. Viktor questions Zs'Skayr's obsession with Ben and he is suddenly attacked. Grey Matter contacts Max and Gwen and tells them about Zs'Skayr's resurrection and explains his plan: to spread Corrodium beam all over the Earth and block out the sun. Max detects that the Corrodium in the ship is moving and then they are attacked by the Mummy. Viktor and Zs'Skayr arrive at Grey Matter's location, but he is hiding inside of a machine. Zs'Skayr and Viktor continue to search for Grey Matter as he reverts back to Ben. Gwen casts a spell that inflates her spacesuit and sends her flying. She takes Max with her and accidentally locks the two in an airlock. Max tries to get out, but the Mummy opens it. Max and Gwen are sucked into space.
The airlock closes, and Max and Gwen magnetize onto a space station. Viktor tears open the machine Ben is in and Ben conceals a small machine in his pocket. Viktor attacks Ben and touches the Omnitrix. Zs'Skayr demands the Omnitrix and Ben pulls out a tiny sun-gun that Grey Matter built and shoots Zs'Skayr. Zs'Skayr retreats and Viktor attacks Ben. Ben falls to the floor, emerging behind Viktor. Ben sends Viktor flying into his machine, and he is electrocuted. Ben transforms into Upgrade and merges with Viktor's rocket machine. He blasts into space with the rocket, but Viktor grabs on. Viktor attacks Upgrade, but Upgrade shoots and punches Viktor. The Mummy loads the Corrodium into the ray and aims it at the transmitter. Max stops him from shooting it, and he and Gwen fight the Mummy. Upgrade and Viktor fight and Upgrade gets out of the machine and lands on the station and enters inside as Viktor flies off into space. Upgrade shoots the Mummy and Max opens the airlock and Upgrade blasts the Mummy into it. Upgrade reverts back to Ben and the Corrodium ray begins to fire, and Zs'Skayr appears. The ray fires through arriving at the Werewolf's transmitter and reflecting all over the world. A field of Corrodium spreads over the Earth, and every human on Earth mutates. The Earth now belongs to Zs'Skayr.
Zs'Skayr opens the airlock and the Mummy grabs the Tennysons. Gwen asks Zs'Skayr not to toss them into space, and the Mummy removes their suits. Without the suits, Gwen can use magic and makes the Mummy release them. Ben transforms into a Transylian named Benvicktor, a genetic copy of Viktor, and he and Zs'Skayr fight. Zs'Skayr grabs Benvicktor and phases him out of the ship. In space, Zs'Skayr is at full power and continues to fight with Benvicktor. The shuttle blasts away from the station and it is piloted by Max. The machine with Viktor on it arrives and crashes into the shuttle. Gwen tries out several spells on the control panel before she is attacked by the Mummy. Gwen hides in a restroom, but the Mummy follows her. She flushes it down the toilet. Zs'Skayr and Benvicktor trade blasts, but The Mummy grabs Benvicktor and attacks him. Max turns the shuttle around and lets Viktor push until he dislodges and the Corrodium ray is destroyed. The Werewolf is caught in the resulting explosion of the transmitter and everything un-mutates. Zs'Skayr accidentally shoots the Mummy. Benvicktor is surrounded by Zs'Skayr and his henchman. Viktor opens a portal to the Null Void and he and the Mummy are sucked in. Zs'Skayr has disappeared and Benvicktor goes back into the space station and reverts back into Ben. Gwen puts a suit around her and Ben and they are ejected into space. Then, the station explodes and Max picks them up in the shuttle. Zs'Skayr arrives and tries to possess Ben and grabs the Omnitrix. Gwen opens the airlock and points it at the sun and disintegrates Zs'Skayr.
The ship explodes, but Ben transforms into Cannonbolt and grabs Max and Gwen. Cannonbolt safely re-enters into earth and lands in Egypt before reverting back into Ben. Ben acknowledges that he, Gwen, and Max make a good team, and sees Ghostfreak (in his natural Ectonurite form) back in the Omnitrix, which worries him slightly.
- Ben regains Ghostfreak after the Omnitrix re-scans Zs'Skayr's DNA.
Omnitrix Alien Debut
- Emocha Objectia
- Appendage-A Regoria
- Reanima Verdanica
- Reanima Dynamica
Naming and Translations
|Hungarian||Félelem a Sötétségtől||Fear of the Dark|
|Italian||La Terra È in Pericolo||The Earth Is in Danger|
|Polish||Bój się Ciemności||Be Afraid of the Dark|
|Portuguese (Br)||Tenha Medo do Escuro||Be Afraid of the Dark|
|Romanian||Teama de întuneric||Fear of the Dark|
|Spanish (HA)||Miedo a la Oscuridad||Fear of the Dark|
|Spanish (Spain)||Miedo a la Oscuridad||Fear of the Dark|
|Turkish||Karanlıktan Korkmak||To Be Afraid of Dark|
|Tara Strong||Ben Tennyson|
|Meagan Smith||Gwen Tennyson|
|Paul Eiding||Max Tennyson|
|Richard Horvitz||Grey Matter|
|Khary Payton||Automated Voice|
- This episode completes the arc by tying together storylines from Ghostfreaked Out, Benwolf, Under Wraps and The Return.
- Zs'Skayr remarks how Gwen has learnt some new tricks since their last encounter in Ghostfreaked Out, where Zs'Skayr possessed Gwen.
- The title is a reference to the 1973 horror movie Don't Be Afraid of the Dark.
- This is the first time Ben reobtains a DNA sample that was removed from the Omnitrix.
- According to the pop-up trivia in the enhanced version of the episode:
- Ghostfreak's real name is Zs'Skayr - High Ecto Lord of Anur Phaetos.[pop-up 1]
- Zs'Skayr learned of the Omnitrix when one of Vilgax's scout probes crashed on Anur Phaetos and he read its data files.[pop-up 2]
- Zs'Skayr left his planet using the probe and searched the galaxy by possessing many beings.[pop-up 3]
- Zs'Skayr finally encountered Myaxx, Azmuth's assistant, collecting samples with the Omnitrix on Flors Verdance.[pop-up 4]
- He possessed the Flourana being sampled and traveled in his ghost form with the DNA into the Omnitrix.[pop-up 5]
- Since Ben was the first being to wear the Omnitrix since Zs'Skayr entered it, Zs'Skayr needs Ben's Human DNA to become whole.[pop-up 6]
- The Ectonurites used their ghost-like powers to slowly become rulers of every planet in the Anur System.[pop-up 7]
- The yellow color means the Omnitrix just collected Dr. Viktor's alien DNA.
- Transylians learned how to harness the lightning from their planet's giant storms with their own electric powers.[pop-up 8]
- The combination of Corrodium's power and danger make it extremely rare and valuable throughout the galaxy.[pop-up 9]
- Once, when Ben went Ghostfreak to sneak into a horror movie, Zs'Skayr took control and contacted Viktor with these plans.[pop-up 10]
- The generators on Benvicktor's back aren't machines but natural metallic-organic growths.[pop-up 11]
- Thep-Khufans are the only beings who can handle Corrodium without special protection.[pop-up 12]
- Transylians' bio-electricity discharge is naturally green.[pop-up 13]
- Other planets in the Anur System include Millgan, G'rrnay, and Ormerow.[pop-up 14]
- Adjusting to the Omnitrix was so difficult, Zs'Skayr couldn't take control right away.[pop-up 15]
- Cannonbolt's tough exo-shells can take twice the heat of reentry.[pop-up 16]
- This is the only season finale to not feature Vilgax in the original series.
- File:Zs'Skayr's Real Name.png
- File:Zs'Skayr Learned of the Omnitrix.png
- File:Zs'Skayr Left His Planet.png
- File:Zs'Skayr Encounterd Myaxx.png
- File:Zs'Skayr Possessed the Florauna Sample.png
- File:Zs'Skayr Needs Ben's DNA.png
- File:Ectonurites Became Rulers.png
- File:Transylians Harnessed Lightning.png
- File:Corrodium is Rare and Valuable.png
- File:Zs'Skayr Contacted Viktor.png
- File:Frankenstrike's Generators.png
- File:Thep Khufans Can Handle Corrodium.png
- File:Transylians' Bio-Electricity Discharge.png
- File:Other Planets in the Anur System.png
- File:Zs'Skayr Couldn't Control Ghostfreak.png
- File:Cannonbolt's Exo-Shells.png