BEN 10 S03E12 BE AFRAID OF THE DARK

Be Afraid of the Dark Ben is now facing both a revived Ghostfreak and Doctor Vicktor, quickly transforming into Grey Matter to escape. Grey Matter is able to discern Ghostfreak’s plan from a computer terminal: Using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth’s population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Vicktor clings to so that he might also get to the station.

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BEN 10 S03WE12
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BEN 10 S03E12