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Be Afraid of the Dark is the thirteenth and final episode of the third season of Ben 10, and the thirty-ninth episode overall.


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, recently unlocked after the Omnitrix scanned 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.

Ghostfreak back in the Omnitrix

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.

Noteworthy Events

Major Events

  • Ben unlocks a Transylian DNA sample.
  • Ben regains Ghostfreak after the Omnitrix re-scans Zs'Skayr's DNA.

Omnitrix Alien Debut



Aliens Used

Spells Used

  • Emocha Objectia
  • Appendage-A Regoria
  • Reanima Verdanica
  • Reanima Dynamica



Zs'Skayr: What's the matter, Ben? Aren't you glad to see me? Haven't you learned by now that nothing can stop me?!
Ben: Nothing except... (changes into Grey Matter) Grey Matter? Aw, man, gimme a break!

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Grey Matter: Yo, Earth to Grandpa! Come in, Grandpa!
Grandpa Max: Ben?
Gwen: If you're checking up on us, don't bother! We're totally handling things up here. We don't need your help.
Grey Matter: Wrong! When you hear what I'm about to say, you're gonna wish you had my alien muscle with you.
Gwen: Since when is Grey Matter muscle?

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Zs'Skayr: You've learned some new tricks since we last met, child.
Ben: She's not the only one. (transforms into Benvicktor) Electromagnetic body? Sweet.

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Ben: And we've seen the last of Ghostfreak! (sees natural form Ghostfreak symbol on the watch) Ghostfreak!? Aw man... (camera reveals pyramids) Uh, guys? Where are we?

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Naming and Translations

Language Name Origin
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


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Steve Blum Zs'Skayr
Fred Tatasciore Cannonbolt
Richard Horvitz Grey Matter
Michael Dorn Viktor
Khary Payton Automated Voice




  • Zs'Skayr tells Viktor at the beginning of the episode to keep Ben alive so that he can merge with him. However, when they are in space, Zs'Skayr tells Ben that it will be a pleasure to watch him explode when he reverts, seemingly contradicting his motivations.
  • When Ben turns into Frankenstrike, he activates the Omnitrix by turning the dial and pushing the button while normally it activates when he pushes the button then turns the dial to select an alien.
  • When Ben transforms into Cannonbolt, the usually green flash is blue.


  • 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:


Kersti Myrberg


Ben 10 Episodes