Ghost Town

Ghost Town is the eleventh episode of the second season of Ben 10: Alien Force, and the thirty-seventh episode overall.
==Synopsis==
Vilgax visits Zs'Skayr in prison and gets more than he bargained for when Zs'Skayr begins possessing the citizens of Vilgaxia.
==Plot==
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 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 with Gwen hitting many shots causing Kevin and Ben to get 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===
*Vilgax learns about the secrets of the Omnitrix.
*Zs'Skayr returns and tries to rule over Vilgaxia.
*Ben regains Ghostfreak.
====Character Debuts====
*Zs'Skayr (Alien Force debut)
*Moley
====Omnitrix Alien Debut====
*Ghostfreak (Alien Force 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.
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Kevin Levin
**Kevin's Alien Force Mutation
===Supporting Characters===
*Vilgax (switches to antagonist then supporting)
===Antagonists===
*Zs'Skayr (first reappearance)
**Ectonurites
*Moley (first appearance)
===Other Characters===
*Security Aliens
*Ship
*Citizens of Vilgaxia (first appearance)
==Aliens Used==
*Humungousaur
*Swampfire
*Ghostfreak (first reappearance; recaptured into the Omnitrix)
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*Gwen mentions that Vilgax was banished from Earth, which occurred in Vengeance of Vilgax: Part 2.
*Ben recalls that Zs'Skayr tried to possess him during the Original Series.
==Allusions==
*The robots Vilgax fights resemble the Manhunters from DC Comics.
==Errors==
*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 Ghostfreak's transformation never demonstrating any weakness to sunlight, Ghostfreak, controlled by 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.
GhT (64).png|Missing outline
GhT (299).png|Hologram error
GhT (321.5).png|Missing chunk of arm
GhT (413).png|Miscolored spikes
GhT (420).png|Green eye
GhT (442).png|Vilgax is behind Ben
GhT (445).png|Missing hologram
GhT (465).png|Vilgax is missing
GhT (582).png|Vilgax's armor is damaged
GhT (651).png|Ghostfreak being vulnerable to light
GhT (687).png|Vilgax's armor is not damaged
==Trivia==
*Zs'Skayr demonstrated the ability to convert living creatures into Ectonurite minions, which he had gained sometime after the Original Series.
*In a script outline dated September 25, 2008:
**Vilgax gained new powers after defeating another hero off-screen.
**Zs'Skayr is patrolled by a battlecruiser instead of a space station.
**Vilgax tears through the battlecruiser instead of entering it and attacking the Security Aliens.
**Instead of being under a spotlight in a room, Zs'Skayr is bound by chains of light to the surface of the star.
**After he is freed by Vilgax, Zs'Skayr possesses him.
**Vilgax comes to Earth using his ship.
==Notes==
==References==
===Production Material===
====Script Outlines====
===Crew Statements===
====T.J. Collins====
====Dwayne McDuffie====
===Cartoon Network===
es:Pueblo fantasma
pl:Miasto duchów
pt-br:Cidade Fantasma
ro:Oraşul fantomă
Category:Episodes
Category:Ben 10: Alien Force Season 2 Episodes
Category:Ben 10: Alien Force Episodes
Category:Episodes Directed by Dan Riba
Category:Episodes Aired Out of Production Order
Category:Vilgax's Revenge Arc
Category:Episodes with Flashbacks