Ben 10

Be Afraid of the Dark (Season 3, Episode 12)

TV-Y7

TV Episode | 24 min | Animation, Action, Adventure

In this two-parter conclusion, the Tennysons struggle in outer space to prevent Earth from becoming Ghostfreak's darkened domain.

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Cast	+ Add Cast
9 cast members

Name	Known for
Tara Strong Ben Tennyson / Upgrade (voice) Ben Tennyson / Upgrade (voice) See fewer	Batman: The Killing Joke (2016)
Meagan Moore Gwen Tennyson (voice) (as Meagan Smith) Gwen Tennyson (voice) (as Meagan Smith) See fewer	Ben 10 (2005)
Paul Eiding Max Tennyson (voice) Max Tennyson (voice) See fewer	The Transformers: The Movie (1986)
Richard Steven Horvitz Grey Matter (voice) (as Richard Horvitz) Grey Matter (voice) (as Richard Horvitz) See fewer	Invader ZIM: Enter the Florpus (2019)
Steve Blum Ghostfreak (voice) Ghostfreak (voice) See fewer	Star Wars: Rebels (2014)
Michael Dorn Vicktor / Benvicktor (voice) Vicktor / Benvicktor (voice) See fewer	Star Trek: The Next Generation (1987)
Fred Tatasciore Cannonbolt (voice) Cannonbolt (voice) See fewer	Team America: World Police (2004)
Khary Payton Automated Voice (voice) Automated Voice (voice) See fewer	The Walking Dead (2010)
Meric B Upchuck Upchuck See fewer	Ben 10 (2005)