Be Afraid of the Dark

Be Afraid of the Dark is the thirteenth and final episode of the third season of Ben 10, and the thirty-ninth episode overall.
==Synopsis==
Ben travels into space to thwart Zs'Skayr's diabolical plans. But is he hero enough to take on the Mummy, Werewolf and Frankenstein?
==Plot==
Continuing from the previous episode, Ben is running from Zs'Skayr and Dr. Viktor. Zs'Skayr says that he needs Ben alive and Ben tries to transform into an alien so he can fight back, but the Omnitrix decides to transform him into Grey Matter, allowing him to escape Viktor under the floor. Meanwhile, in outer space, Max tries to bring the shuttle to Earth while Zs'Skayr and Viktor search for Ben. Grey Matter contacts Max and Gwen and tells them about Zs'Skayr's resurrection and explains his plan: to project a Corrodium beam from the space station to a transceiver in New Mexico which will then spread it all over the Earth and block out the sun. This plan will result in all human and animal life on Earth being mutated and Zs'Skayr being at his full power. 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 hazmat suit and sends her flying in all directions like a pin ball and her ricocheting accidentally takes both her and Max inside a chamber with large vault door. Gwen's suit deflates and she breathes a sigh of relief, stating that she may have bought time for the two of them to regroup in what she assumes is a closet. However, Max's analysis deduces that what they've locked themselves inside of is not a closet at all, but the worst possible place they could be on the shuttle, an airlock. Max tries to get out, but the airtight door they came in is sealed shut and the two of them are at the Mummy's mercy. He pulls a lever and Max and Gwen are immediately sucked out into space. The airlock closes, and Max and Gwen magnetize onto a space station. Max explains that the hazmat suits are not designed to withstand the vacuum of space for very long, but they will buy them enough time to find another way back inside the 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.
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 casts a spell to make the Mummy release them. Ben transforms into a Transylian named Frankenstrike, recently unlocked after the Omnitrix scanned Viktor, and he and Zs'Skayr fight. Zs'Skayr grabs Frankenstrike and phases him out of the ship. In space, Zs'Skayr is at full power and continues to fight with Frankenstrike. 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 Frankenstrike trade blasts, but The Mummy grabs Frankenstrike 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. Frankenstrike is surrounded by Zs'Skayr and his henchmen. Viktor opens a portal and he and the Mummy are sucked in. Zs'Skayr has disappeared before Frankenstrike was able to attack Zs'Skayr and Frankenstrike 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 saying that when he has control of the Omnitrix, he will be unstoppable, Ben notices the airock with his smile confusing Zs'Skayr with Ben smiling at the face of his death in which Ben was smiling at the death of Zs'Skayr. Gwen opens the airlock and points it at the sun and disintegrates Zs'Skayr.
The ship burns up on reentry, 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 (without his second skin) back in the Omnitrix, which worries him slightly.
==Noteworthy Events==
===Major Events===
*Ben unlocks Frankenstrike.
*Zs'Skayr is defeated once more.
*Ben regains Ghostfreak after the Omnitrix re-scans Zs'Skayr's DNA.
====Omnitrix Alien Debut====
*Frankenstrike
==Characters==
===Main Characters===
*Ben Tennyson
*Max Tennyson
*Gwen Tennyson
===Antagonists===
*Zs'Skayr
**Dr. Viktor
**Werewolf
**Mummy
==Aliens Used==
*Grey Matter (accidental transformation)
*Upgrade
*Frankenstrike (first appearance)
*Cannonbolt
==Spells Used==
*Emocha Objectia
*Appendage-a regoria
*Reanima verdanica
*Reanima dynamica
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*This episode completes the arc by tying together storylines from Ghostfreaked Out, Benwolf, Under Wraps and The Return.
*Gwen remembers that her spells don't work right when she casts them inside a hazmat suit, calling back to Under Wraps.
*Zs'Skayr remarks how Gwen has learned some new tricks since their last encounter in Ghostfreaked Out, where Zs'Skayr possessed Gwen.
==Allusions==
*The title is a reference to the 1973 horror movie Don't Be Afraid of the Dark.
==Errors==
*In one shot when Ben runs away from Zs'Skayr at the beginning of the episode, the Omnitrix's dial faces the wrong way. This occurs again when Viktor finds Ben in his hiding spot.
*When Viktor finds Ben in his hiding spot, Viktor has a white belt and one of his bolts has a green line instead of purple.
*Gwen and Grey Matter mention that they fought the Werewolf in New Mexico, which is false as Benwolf took place in Arizona.
*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. 
**Also, being in space wouldn't make Ben explode, it will asphyxiate him.
*When Viktor sends a wave of electricity at Upgrade, he remains completely unharmed, despite showing a weakness to electricity in Tourist Trap and many instances after this episode.
*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.
Afraid (13).png|Omnitrix dial error
Afraid (513).png|Omnitrix dial error/White belt/Green line
Afraid (717).png|Upgrade is unaffected by electricity
Afraid (1731).png|Blue flash
==Trivia==
*This is the first time Ben reobtains a DNA sample that was removed from the Omnitrix.
*According to pop-up trivia from the enhanced version of the episode:
**Ghostfreak's real name is Zs'Skayr - High Ecto Lord of Anur Phaetos.
**Zs'Skayr learned of the Omnitrix when one of Vilgax's scout probes crashed on Anur Phaetos and he read its data files.
**Zs'Skayr left his planet using the probe and searched the galaxy by possessing many beings.
**Zs'Skayr finally encountered Myaxx, Azmuth's assistant, collecting samples with the Omnitrix on Flors Verdance.
**He possessed the Florauna being sampled and traveled in his ghost form with the DNA into the Omnitrix.
**Since Ben was the first being to wear the Omnitrix since Zs'Skayr entered it, Zs'Skayr needs Ben's Human DNA to become whole.
**The Ectonurites used their ghost-like powers to slowly become rulers of every planet in the Anur System.
**The yellow color means the Omnitrix just collected Dr. Viktor's alien DNA.
**Transylians learned how to harness the lightning from their planet's giant storms with their own electric powers.
**The combination of Corrodium's power and danger make it extremely rare and valuable throughout the galaxy.
**Once, when Ben went Ghostfreak to sneak into a horror movie, Zs'Skayr took control and contacted Viktor with these plans.
**The generators on Frankenstrike's back aren't machines but natural metallic-organic growths.
**Thep Khufans are the only beings who can handle Corrodium without special protection.
**Transylians' bio-electricity discharge is naturally green.
**Other planets in the Anur System include Millgan, G'rrnay, and Ormerow.
**Adjusting to the Omnitrix was so difficult, Zs'Skayr couldn't take control right away.
**Cannonbolt's tough exo-shells can take twice the heat of reentry.
==Notes==
==References==
===Production Material===
====Backgrounds====
===Pop-Up Trivia===
===Cartoon Network===
es:Miedo a la oscuridad
it:La Terra È in Pericolo
pl:Bój się ciemności
pt-br:Tenha Medo do Escuro
ro:Teama de întuneric
Category:Ben 10 Episodes
Category:Ben 10 Season 3 Episodes
Category:Episodes
Category:Two Part Episode
Category:Episodes Written by Marty Isenberg
Category:Episodes Directed by Sebastian Montes