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Ghostfreaked Out is the seventh episode of the second season of Ben 10, and the twentieth episode overall.


In a park, a boy throwing a Frisbee gets it stuck in a nearby tree. The boy climbs the tree to get it, but finds that he's too afraid of the height to come back down. Ben and Gwen arrive, and, seeing this, Ben transforms into Wildmutt to climb the tree and get the child. The boy becomes even more scared when he sees Wildmutt, and in an attempt to reassure him, Wildmutt (who strangely talks just like Ben in his humanoid form) tells him not to worry. 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 back-lit by the Omnitrix's DNA, 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 Rust Bucket is driving Gwen to a school that she wants to attend, Bancroft Academy, to Ben's displeasure. Still freaked out by his Ghostfreak dream, Ben callously calls the place 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, and while walking, Ben sees his shadow momentarily turn into Ghostfreak, before returning to normal. Again, in the science lab, Ben sees Ghostfreak, this time in a beaker, and destroys it. Flames erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm. Ben blames Ghostfreak, but Ben's behavior is making Tiffany start to think that Gwen isn't Bancroft material. In return, 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 gets transformed into Ghostfreak instead. As Ghostfreak battles the Circus Freaks, he is being more vicious than Ben usually is. Max and Gwen arrive to see Ben 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, to which he responds by telling Gwen that Ben isn't here, while laughing, scaring Gwen. The Circus Freaks escape, and Ghostfreak chases after them.

Ben meets Zs'Skayr face-to-face

The Omnitrix begins to time out and, as it does, Ghostfreak begins to scream that he's not going back. After Ben transforms back, he sees that Ghostfreak is still there and flying mid-air in front of him. Ghostfreak tells Ben that he had never been Ben and that he is not just a mindless form like Ben's other aliens, but has a mind of his own and that his consciousness 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 the watch.

Ghostfreak's true form

Ghostfreak, or now Zs'Skayr, removes his second layer of skin, revealing his true form. Ben steps into the sunlight and finds that this new Ghostfreak has a new weakness to boot; his real body cannot resist light. Ben escapes from Ghostfreak's clutches, who himself retreats away from Ben. Elsewhere, the spectral Ghostfreak possesses a Bancroft student solely playing a tuba and confirms he can't be destroyed by sunlight when he's in a host body.

Now in the student's body, he arrives at the Circus Freaks, who are holding up inside of a shed, and demands that they are now his minions. The Circus Freaks laugh at the feeble-looking student, but not after Ghostfreak comes out of the student's body and reveals himself. Thumbskull says that he doesn't want to help, but he gets possessed and thrown around. Acid Breath and Frightwig reconsider their decisions and Acid Breath asks about when they should start. Meanwhile, Ben tells Gwen and Max about Ghostfreak escaping and Gwen thinks that Ben has gone insane. Ben remembers how Ghostfreak couldn't go into the sun and Max says that he has some Plumber gear that could help.

At night, Ben, Gwen, and Max search the campus, and Ben notices some Bancroft students running away screaming. Ben transforms into Four Arms and the Circus Freaks come out to fight, with a possessed Acid Breath. Ghostfreak projects out of Acid Breath and tries to possess Four Arms, but he discovers that he cannot. Max blasts him with a Sun Gun and so the villain possesses Thumbskull to escape from it. Thumbskull and Four Arms fight, with Acid Breath joining the fray. Four Arms easily defeats both of them and Ghostfreak possesses Frightwig. Frightwig and Four Arms fight, with Ghostfreak being once again defeated, coming out of Frightwig's body and deciding that he needs a new host: his cousin Gwen. The possessed Gwen fights Four Arms, who cannot bring himself to fight back. Gwen then leaps onto a tall wall and Four Arms and Max follow. After they arrive, Four Arms reverts back into Ben, allowing himself to be possessed. Max tosses Ben the sun gun, but Ghostfreak gives an ultimatum, telling him to drop it or he'll throw Gwen off the wall.

Now with the Circus Freaks arriving at the standoff, Ben drops the weapon. Ghostfreak tells the Circus Freaks to kill Max and Gwen anyway, causing Ben to go for the sun gun, and before Ghostfreak can possess him, Ben transforms into Grey Matter. Grey Matter distracts the Circus Freaks and escapes into a building. While the Circus Freaks chase Max and Gwen, Ben and Ghostfreak continue their chase. Max defeats Thumbskull and Gwen defeats Acid Breath. Frightwig attacks Gwen, but Max manages to defeat her. Grey Matter evades Ghostfreak in the clock tower before reverting back into Ben. But before he can get reached, Ben pulls down the curtains, exposing Ghostfreak to sunlight, who burns up and dies as 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 Ghostfreak or the Circus Freaks, while she could. Gwen thanks Ben for the compliment and hugs him, much to Ben's discomfort, though he laughs it off once Gwen is out of earshot.

Noteworthy Events

Major Events

  • Zs'Skayr escapes from the Omnitrix, Ben can no longer transform into Ghostfreak.
  • It is revealed that Zs'Skayr's DNA sample was used in the Omnitrix to make Ghostfreak.
  • The Circus Freaks return and team up with Ghostfreak.

Character Debuts

Minor Events



Aliens Used



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?

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

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

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Naming and Translations

Language Name Origin
Croatian Prikazanje Ghostfreaked Out
Dutch Spokie Zaait Angst Spookie Fear
French Hanté par un Spectre Haunted by a Specter
German Schattenmonster Flippt Aus Shadow Monster Freaks Out
Hungarian Szellem Szabadlábon Ghost At Large
Italian Ghostfreak Semina L'oscurità
Pelle D'Oca e i Mostri del Circo
Ghostfreak Sows Darkness
Ghostfreak and the Monsters of the Circus
Polish Duchowe Wyzwolenie Spiritual Liberation
Portuguese (Br) Ataque do Fantasmático Phantom Attack
Romanian Speriat de Stafie Scared of the Ghost
Russian В Плену у Призрака Captured by the Ghost
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




  • When Wildmutt is being held by Zs'Skayr in the dream, his brace is orange.
  • In the chemistry room scene, when Ben and Gwen notice that the beakers are heating up on their own, for a split second, another set of eyes replaces Ben's mouth.
  • Zs'Skayr has an Omnitrix symbol until he tears off his extra skin.
  • As Max approaches a ladder to climb up to Ben and Gwen fighting, the rungs of the ladder are missing.


  • In the Arab World, the last scene where Gwen hugs Ben is censored.
    • It was joked that Tramm Wigzell and Sam Register were the ones to put in the nice family moments.
  • When Ben transforms into Ghostfreak his voice sounds noticeably more creepy and less whispery. This is likely a foreshadowing of what comes straight afterwards.
  • As shown on the Ben 10: The Complete Season 2 DVD, there are three deleted scenes in this episode.
    • In the first one, after Ben transforms into Four Arms, he finds the boy Zs'Skayr possessed earlier in the episode sitting on a bench. He assures him that he is one of the good guys, but the boy gets frightened and runs away.
    • In the second one, the fight scene between Four Arms and the Circus Freaks is shown to be longer than it was in the final version of the episode.
    • In the third one, Max is shown removing the lid from a barrel of grease before dumping the barrel on Frightwig, instead of arriving from off-screen with the barrel like in the final version of the episode.
  • According to audio commentary for the episode from the Ben 10: The Complete Season 2 DVD:
    • This is the first appearance of a 3D modelled Rust Bucket.[AS 1]
    • Ghostfreak's escape arc was planned early in production, and clues were left in episodes like Permanent Retirement.[TP 2]
    • The scene in which Ben walks by a wall and sees Ghostfreak's shadow was thought of by Sebastian Montes.
    • The team-up between Zs'Skayr and the Circus Freaks wasn't planned before this episode, but it was decided that it suited the comic book inspired lore of the series.[TP 3]
    • The fight scene in the Bancroft Academy gym was initially longer, but it was cut for time.[AS 2]
    • Zs'Skayr's demise was inspired by Alfred Hitchcock.
    • The climax of the episode was supposed to take place in a lighthouse.


Kersti Myrberg

Tom Pugsley

Alex Soto

Ben 10 Episodes