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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Ghost Town is the eleventh episode of the second season of Ben 10: Alien Force, and the thirty-seventh episode overall.


Vilgax visits Zs'Skayr in prison and gets more than he bargained for when Zs'Skayr begins possessing the citizens of Vilgaxia.[note 1]


Some guards protect a prisoner in a space station, when an unidentified spaceship appears, which is revealed to be Vilgax. He then destroys the ship they are on, battling his way through the guards to the prisoner. The prisoner is revealed to be Zs'Skayr, who is stuck in a beam of sunlight located inside of a Plumber prison[DM 1] since the events of Be Afraid of the Dark (and From Hedorium to Eternity). Vilgax offers to free him if he gives him the secrets of the Omnitrix and how to defeat Ben.

On Earth, Ben's team is playing miniature golf and Kevin and Ben are bored. Ben only wanted to come because of reports of a rogue alien, and they find it hiding in a hole. The alien has acid breath and pops out all over the course, evading Kevin's hits. Ben transforms into Humungousaur and attacks the alien, but it dodges his attacks as well and bites his tail, which hurts Humungousaur. Gwen hits it with a golf ball and knocks it out. Humungousaur transforms back into Ben, and he pulls the alien out, revealing a huge body with several tiny heads. Just then, something crashes in the parking lot. The team runs to investigate and find a battered Vilgax, who asks Ben for help.

At Burger Shack, Ben gets Vilgax a kiddie meal and mocks him, saying that he shouldn't let them know he is over eight years old. Gwen asks why Vilgax is even back since he got banished from Earth after his defeat in Vengeance of Vilgax: Part 2. Gwen doesn't trust Vilgax, but Ben says that teasing Vilgax and getting begged for help is fun. Vilgax says that Zs'Skayr has escaped from his prison (without telling the team he was the one who freed him) and taken over his home planet, Vilgaxia, in order to transforms all of the Vilgaxian citizens into Ectonurite slaves. Vilgax was eventually overwhelmed and fled in order to seek for help. Vilgax says that Ben has to help him because Zs'Skayr is his fault. The team still distrusts Vilgax, but they decide to help anyway and fly to Vilgaxia in Ship.

On the planet, everything is covered in a green film. Ship runs away in fear, and Gwen sees a swarm of Ectonurites. The team and Vilgax hide and Vilgax hears a child crying and runs to save her, which gives away their location. Kevin thinks that Vilgax has betrayed them and Ben transforms into Swampfire, digs a tunnel, and goes to where Vilgax is actually saving a little girl from Ectonurites. Swampfire and the team help fight the Ectonurites and one of them tries to possess Kevin but cannot because of his mutation. The Ectonurites flee and Vilgax says that Zs'Skayr is in his palace. Swampfire transforms back into Ben, and he comes up with a plan to defeat him. They enter Vilgax's palace through a trash chute and the team starts to get suspicious of Zs'Skayr's motives. The team sends Vilgax as a distraction. Vilgax attacks Zs'Skayr and they fight. Zs'Skayr tries to possess Vilgax, but Ben leaps in front and Zs'Skayr enters into the Omnitrix. Ben transforms into Ghostfreak and Gwen and Kevin are not impressed with Ben's plan, but Ghostfreak assures them that he is in control of the form as Ben controlled him when he was 10, but Zs'Skayr takes over and attacks Gwen and Kevin and Gwen realizes that his Omnitrix symbol is gone. Vilgax decides that if he can defeat Zs'Skayr, he will destroy his two greatest enemies at once.

Gwen and Kevin attack Vilgax to try to stop him from destroying Ben. Zs'Skayr drops a part of the ceiling on Kevin and blasts him away. Gwen tries to reach Ben, but Vilgax stops her. She steps between him and Zs'Skayr, but he defeats her. She destroys a window, burning Zs'Skayr, before passing out. Vilgax and Zs'Skayr battle. Zs'Skayr defeats Vilgax and calls Ectonurites to attack him. Vilgax battles the Ectonurites, but is overpowered. Zs'Skayr tries to possess him, but Vilgax breaks free and exposes the Ectonurites to sunlight. Ghostfreak manages to take over while Zs'Skayr is weakened and transforms back into Ben, which results in Zs'Skayr being trapped in the Omnitrix. Gwen and Kevin scold Ben for being stupid and are disgusted towards the fact that he tried to kill them. Later, the Chimera Sui Generi start their own victory parade for Vilgax, and Kevin finds Ship, emulating an alien toaster. Vilgax tells the team that they have earned their lives and Kevin asks for no more favors. Ship transforms back and takes them home.

At the end, as Vilgax watches the team fly away in ship, he gloatingly says that now that he knows the secrets of the Omnitrix, and he claims the whole experience as a "rather auspicious beginning".

Noteworthy Events[]

Major Events[]

Character Debut[]

Omnitrix Alien Debut[]

Minor Events[]

  • It is revealed that Vilgax's homeworld is named Vilgaxia and that his people regard him as a benevolent and heroic leader.




Aliens Used[]


Zs'Skayr: Please, the light... burns!
Vilgax: And if I were to stop it?
Zs'Skayr: Don't toy with me, Vilgax. Ask for what you want.
Vilgax: I do not ask, Ghostfreak. I demand, and you obey!

Ben: (while waiting for Gwen on the miniature golf course) And five centuries later...

Humungousaur: Gwen, look, A mole in one. HAH!

Kevin: This couldn't be a more obvious trap if there was a sign that read "free cookies"!
Ben: Probably... but I really like cookies.

Swampfire: (thinking Vilgax had betrayed him and his companions to the Ghostfreak) I can't believe you tried to trick us into- (sees Vilgax protecting a young female Chimera Sui Generis from the Ghostfreak minions) ...saving a little girl? Okay, now I feel like a jerk!

Ben: (Talking to Vilgax) I got you the kiddie meal, so don't let them know you're over 8.
Vilgax: (about Ghostfreak) He tried to possess me.
Ben: He always was the possessive type.

Kevin: What's the matter with you?! (after pushing down and shielding Gwen from a possessed Ben)
Gwen: Kevin! His Omnitrix is gone. (after realizing that Zs'Skayr took control of Ben's body)

(as the Zs'Skayr-possessed Ben attacks)
Gwen: Ben, stop it! You're hurting your friends! Please, I know you're in there, somewhere!
Vilgax: And that's exactly what I plan to take care of!

Vilgax: This is not over, Ben Tennyson. In fact, now that the secrets of the Omnitrix are mine, and there are none left to stop me, I'd say it's a rather auspicious beginning!

Naming and Translations[]

Language Name Origin
French Ville Fantôme Ghost Town
Hungarian Szellemváros Ghost Town
Polish Miasto Duchów Ghost Town
Portuguese (Br) Cidade Fantasma Ghost Town
Romanian Oraşul Fantomă The Ghost Town
Spanish (HA) Pueblo Fantasma Ghost Town
Spanish (Spain) La Ciudad Fantasma The Ghost City


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Humungousaur
Jeff Bennett Zs'Skayr
Security Alien #1
James Remar Vilgax
Security Alien #2




  • In one shot when Zs'Skayr talks to Vilgax, the outline around his left arm is missing.
  • Once Vilgax reaches Vilgaxia along with the team, he doesn't have his black eye.
  • When Ben, Gwen, Kevin and Vilgax hide from the Ectonurites, Vilgax's arm details are missing in one shot.
  • Humungousaur's hologram appears before Ben turns into Swampfire, instead of Swampfire's hologram.
  • In one shot, an Ectonurite has a large chunk of their arm missing.
  • When Vilgax walks through the entrance of the sewer leading to his castle, his sword clips through the top of the entrance.
  • When Ben, Gwen, Kevin and Vilgax see Zs'Skayr upon reaching Vilgax's castle, three spikes on Zs'Skayr's back have the same color as his skin.
  • While Zs'Skayr is looking off of the balcony, his eye is green.
  • Ghostfreak's hologram is not displayed before Ben transforms into him.
  • Before Ben transforms into Ghostfreak, Vilgax is right behind him but after the transformation is complete, Vilgax is missing.
  • Despite his claim in Ghostfreaked Out that fusing with Ben would remove his weakness to bright light, Zs'Skayr is shown to still be vulnerable to it during his fight with Vilgax while possessing Ben's body.
  • Vilgax's armor gets damaged by Zs'Skayr, but at the end of the episode, it is intact.



  1. The original synopsis provided on the Cartoon Network website reads: "Vilgax visits Ghostfreak in prison and gets more than he bargained for when Ghostfreak begins possessing the citizens of Vilgaxia."[CN 1]


Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

Cartoon Network[]

Ben 10: Alien Force Episodes