Ben 10 Season 2 Episode 11 Ghostfreaked Out Episode Title:Ghostfreaked Out.Episode Description:Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. As a side effect of removing it, though, he can no longer withstand sunlight and is forced to retreat. Ghostfreak scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix.