|This article belongs to the Classic Continuity|
Ghostfreaked Out is the twenty-fifth episode of Ben 10.
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, to Ben's displeasure. Ben is still freaked out by his Ghostfreak dream, Bancroft Academy. 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.
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 him, realizing that Ghostfreak has escaped from the Omnitrix. 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, or now Zs'Skayr, removes his second layer of skin, revealing his true form. Ben steps into the sunlight and find that this new Ghostfreak has a new weakness to boot; his real body cannot resist light. Ben escapes from Zs'Skayr's clutches, who himself retreats away from Ben. Elsewhere, the spectral Zs'Skayr 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 Zs'Skayr 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: Gwen. Ben and Gwen fight, with Four Arms on the defensive. Gwen 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 Zs'Skayr 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 Zs'Skayr or the Circus Freaks, while she could.
- 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.
- Ghostfreak is revealed to be an Ectonurite.
- It is revealed the Omnitrix can instantly charge to protect the user in immediate danger (including possession).
Naming and Translations
|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||“Ghostfreak Sows Darkness”|
|Portuguese (Br)||Ataque do Fantasmático||Phantom Attack|
|Spanish (HA)||El Fantasma Anda Suelto||The Ghost is On The Loose|
|Spanish (Spain)||Escape Espectral||Spectral Escape|
|Tara Strong|| Ben Tennyson|
|Meagan Smith||Gwen Tennyson|
|Paul Eiding||Max Tennyson|
|Dee Bradley Baker|| Acid Breath|
|Steve Blum|| Ghostfreak|
|Richard McGonagle||Four Arms|
|Richard Horvitz||Grey Matter|
|Kath Soucie|| Tiffany|
- When Acid Breath says "We ain't scared of no ghosts!", it's a reference to the Ghostbusters phrase.
- This episode reunites Kath Soucie, Tara Strong, and Cree Summer who voiced Phil, Lil, Dil, and Susie in Rugrats.
- The way Acid Breath was carried by the police is a reference to Hannibal Lecter from The Silence of the Lambs.
- In the Arab World, the last scene where Gwen hugs Ben is censored.
- It was joked that Tramm Wigzel 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.
- According to audio commentary for the episode:
- 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.