34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Ghostfreaked Out is the twenty-fourth episode of Ben 10.


In a park, a boy throws a frisbee and it gets stuck in a tree. The boy climbs the tree to get it, but can't come down. Ben and Gwen show up and see this, and Ben transforms Wildmutt to climb the tree and get the boy. The boy becomes even more scared when he sees Wildmutt, but Wildmutt (who strangely talks just like Ben) tries to reassure the boy. The boy turns around to reveal that he has Ghostfreak's eye and, in Ghostfreak's voice, says that he wants to be let out. The whole setting transforms into a giant Ghostfreak, who grabs Wildmutt in one hand and demands to be let out. Ben suddenly wakes up and falls out of bed. The whole thing was a nightmare.

The Rustbucket is driving Gwen to a school that she wants to attend, to Ben's displeasure. Ben is still freaked out by his Ghostfreak dream, Bancroft Academy. Ben callously calls the school a "school for snobs and posers". Upon arriving at the school, they are given a tour by a snobby student named Tiffany and Gwen is worried that Ben will ruin her chances of getting in. During the tour, Ben thinks that he sees and hears Ghostfreak. While walking, Ben sees his shadow momentarily turn into Ghostfreak. In the science lab, Ben sees Ghostfreak in a beaker and destroys it. Flames erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm. Ben blames Ghostfreak. Ben's behavior is making Tiffany start to think that Gwen isn't Bancroft material and Gwen was about to punch Ben until they hear a noise coming from the gym. It's the Circus Freaks, and they have come to rob the school.

Ben arrives and the Circus Freaks recognize him. They want payback for Ben ruining their career with Zombozo. Ben tries to transform into Heatblast, but he transforms into Ghostfreak instead. As Ghostfreak battles the Circus Freaks, he is being more vicious than Ben usually is. Max and Gwen arrive and see Ghostfreak and notice that Ghostfreak is fighting very viciously and not the way he fights his enemies at all, Gwen tells Ghostfreak that he is trashing the whole gym, Ghostfreak tells Gwen that Ben isn't there, while laughing evilly, scaring Gwen. The Circus Freaks escape, and Ghostfreak chases after them.

Ghostfreak Zs'Skayr

Ben meets Ghostfreak face-to-face

The Omnitrix begins to time out and, as it does, Ghostfreak begins to scream that he's not going back. After Ghostfreak reverts back into Ben, Ghostfreak is still there and flying in the air and Ben realizes that Ghostfreak has escaped from the Omnitrix. Ghostfreak tells Ben that he was never Ben and that he is not just a mindless form like Ben's other aliens, but has a mind of his own and that he was trapped inside the Omnitrix when his DNA was entered as the Ectonurite DNA sample for the transformation. Now that he is free, Ghostfreak announces his intentions to possess Ben to gain control over the Omnitrix to make himself whole again, as well as getting revenge on Ben for being trapped inside Ben.

Ghostfreak Zs'Skayr3

Ghostfreak's true form

Zs'Skayr removes his second layer of skin, revealing his true form. Ben steps into the sunlight and Zs'Skayr has also revealed a new weakness; his real body cannot resist light. Ben escapes from Zs'Skayr's clutches and Zs'Skayr manages to flee away from Ben. Elsewhere, Zs'Skayr then possesses a Bancroft student playing a tuba and learns he can't be destroyed by sunlight when he's in a host body.

The student goes to the Circus Freaks, who are hiding inside of a shed, and says that they are his minions. The Circus Freaks laugh at the student, but Zs'Skayr comes out of the student's body and Thumbskull says that he doesn't want to help Zs'Skayr, but Zs'Skayr possesses him and throws him around. Acid Breath and Frightwig reconsider their decisions and Acid Breath asks Zs'Skayr about when they should start. Meanwhile, Ben tells Gwen and Max about Ghostfreak escaping and Gwen thinks that Ben has gone insane. Ben notices how Ghostfreak couldn't go into the sun. Max says that he has some Plumber gear that could help.

At night, Ben, Gwen, and Max search the campus for Zs'Skayr and Ben notices some Bancroft students running away screaming. Ben transforms into Four Arms and the Circus Freaks come out, with Zs'Skayr possessing Acid Breath. Zs'Skayr comes out of Acid Breath and tries to possess Four Arms, but he discovers that he cannot. Max blasts Zs'Skayr with a Sun Gun and Zs'Skayr possesses Thumbskull to hide from it. Thumbskull and Four Arms fight, and Acid Breath joins in. Four Arms easily defeats both of them and Zs'Skayr possesses Frightwig. Frightwig and Four Arms fight, and Four Arms defeats Zs'Skayr as Frightwig. Zs'Skayr comes out of Frightwigs body and decides that he needs a new host and possesses Gwen. Four Arms and Gwen fight and Zs'Skayr leaves Gwen and possesses her again. He climbs a wall and Four Arms and Max follow them and after they arrive, Four Arms reverts back into Ben. Max gives Ben the sun gun, but Zs'Skayr tells him to drop it or he'll throw Gwen off the wall.

The Circus Freaks arrive at the battle and Ben drops the weapon. Zs'Skayr tells the Circus Freaks to kill Max and Gwen. Ben goes for the sun gun, but Zs'Skayr tries to possess him. Ben transforms into Grey Matter before he can. Grey Matter distracts the Circus Freaks and escapes into a building. Zs'Skayr follows Grey Matter while the Cirus Freaks chase Max and Gwen. Max defeats Thumbskull and Gwen defeats Acid Breath. Frightwig attacks Gwen, but Max manages to defeat her. Zs'Skayr looks for Grey Matter inside of the tower, and Grey Matter evades him before reverting back into Ben. Zs'Skayr chases Ben around the tower and Ben pulls down some curtains, exposing Zs'Skayr to sunlight. Zs'Skayr burns up and dies and the Circus Freaks are arrested. Gwen doesn't think that she has a chance of getting into the school, but Ben reassures her that she doesn't need it to prove that she's smart and states that none of the students would have been able to stop Zs'Skayr or the Circus Freaks, while she could.

Noteworthy Events

Major Events

Character Debuts

Minor Events

  • Ghostfreak is revealed to be an Ectonurite.
  • It is revealed the Omnitrix can instantly charge to protect the user in immediate danger.



Aliens Used



Grandpa Max: Wait something's wrong... I've never seen Ben so vicious.

Quotes Right


Four Arms: Go ahead and play musical freaks all you want, I'll just kick their butts.

Quotes Right


Gwen: You're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben! Answer me!
Ghostfreak: (turns around) Ben's not here... (floats to Gwen) Boo!
Gwen: (scared) Huh?

Quotes Right

Naming and Translations

Language Name Origin
Dutch Spokie zaait angst Ghostfreak Sows Fear
French Hanté par un spectre Haunted by a Ghost
German Schattenmonster flippt aus Ghostfreak Freaks Out
Hungarian Szellem szabadlábon Ghostfreak At Large
Portuguese (Br) Ataque do Fantasmático Attack of Ghostfreak
Spanish (HA) El Fantasma Anda Suelto The Ghost is On The Loose
Spanish (Spain) Escape Espectral Spectral Escape


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Acid Breath
Tuba Player
Steve Blum Ghostfreak
Security Guard
Richard McGonagle Four Arms
Richard Horvitz Grey Matter
Cree Summer Frightwig
Jeff Doucette Thumbskull
Kath Soucie Tiffany



  • In the Arab World, the last scene where Gwen hugs Ben is censored.
  • When Ben transforms into Ghostfreak his voice sounds noticeably more creepy and less whispery. This is likely a foreshadowing of what comes straight afterwards.
  • According to audio commentary for the episode:
    • The scene in which Ben walks by a wall and sees Ghostfreak's shadow was thought of by Sebastian Montes.
    • The fight scene in the Bancroft Academy gym was initially longer, but it was cut for time.
    • The climax of the episode was supposed to take place in a lighthouse.
    • Zs'Skayr's demise was inspired by Alfred Hitchcock.
    • Nollan Obena designed the interior of the clocktower.
Ben 10 Episodes
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