Ultimate Ghostfreak
General Information
Species Evolved Ectonurite
Home World Anur Phaetos
DNA source Zs'Skayr
Body Ghost
Powers and Abilities
Abilities Enhanced Strength

Enhanced Durability Enhanced Stamina Density Alteration Flight Deformation Intangibility Invisibility Body Possession Sharp Claws Tentacles Telekinesis Energy Beam Projection Electrical Tentacles Ultrasonic Wail Illusion Creation Limited Telepathy Shapeshifting Light Immunity

First Appearance Wipeout Part 2

Ultimate Ghostfreak is the Omnitrix' DNA sample of an evolved Ectonurite from the planet Anur Phaetos in Ben 10: Omnitrix Wielder.


Ultimate Ghostfreak resembles a larger version of his normal self’s true form at full power. His skin is now pale black, and his body lines are a darker black. His arms are more muscular and claws and teeth are bigger. The former are now bone white. Three spikes, each ringed by red skin at the base, now stick from his outer forearms. Large, curved, blade-like spikes stick from his spine. These are also bone white. Dull, greenish gray-black spikes protrude from his shoulders. His teeth are a similar color and are now bigger and sharper. Three small, diamond shaped patches of bone white spike material now extend from the base of his tail to just below his chest. His tentacle and tail stripes are now black and red. His rib cage is now visible from either side of his chest and is dark gray. Ultimate Ghostfreak is much bigger than his normal form. He wears the evolved Omnitrix just above his tentacle flaps.

Transformation Sequence

Ghostfreak turns the silver dial of the Omnitrix on his chest, then presses the core. The four spikes appear, and a thick wave of bright green light spreads from the symbol. As the light passes over his body, a green aura is left behind that shifts him into his evolved form. Sometimes he shouts his name out when the transformation is complete.

Powers and Abilities

Ultimate Ghostfreak has all of his normal form's powers, but they are greatly enhanced. His energy beams and telekinetic glow are now black with a white aura.

  • Ultimate Ghostfreak can now telekinetically control living beings without suffering any ill effects (his base form would be overwhelmed by mental input from the target's mind). He has also gained the ability to telepathically communicate with any living being if he has eye contact with them.
  • Ultimate Ghostfreak can channel his energy through his vocal cords, allowing him to unleash devastating ultrasonic wails that can destroy an alien battle tank. Although it is technically a sound attack, the sound waves are transmitted through raw energy instead of air, ensuring that the ability can be used in a vacuum.
  • Ultimate Ghostfreak’s tentacles can stretch much further than before, and he can electrify them to incapacitate enemies.
  • Ultimate Ghostfreak's intangibility is virtually absolute; he can now pass through other intangible beings or objects, and he can pass through materials that he could not before.
  • Ultimate Ghostfreak can create illusions that affect all the senses of anything that perceives them, even machines. These illusions are so life-like that even beings intelligent as the Galvan can be fooled by them, though Azmuth and Dr. Psychobos have recognized them for what they are. He can combine this with his deformation abilities to disguise himself as other beings with near-perfect accuracy.
  • Unlike a typical Ectonurite, Ultimate Ghostfreak has no weakness to light. He can survive in space without difficulty and is immune to extreme temperatures. As a result, he has lost the ability to grow a second skin. He also no longer rotates his skull.


Ultimate Ghostfreak still cannot pass through certain energy fields, and if a certain chemical touches him while he is tangible, his protoplasm will solidify, which incapacitates his intangibility completely.


Ultimate Ghostfreak made his first appearance in Wipeout Part 2. Ben was fighting Arkanis III and was nearly killed when the Omnitrix timed out. When it recharged, he accidentally transformed into Ghostfreak in his haste to avoid a fatal attack. He went Ultimate midway through the battle and defeated Arkanis before destroying his DNA Bleach Generator.

In Under the Midnight Sun, Ultimate Ghostfreak saved Rook from the brig of an Incursean warship, defeated some Incursean soldiers, and literally scared the Incursean general into surrendering by showing him an illusion of his greatest fear.

In Hail the Conquering Frogs Part 2, Ultimate Ghostfreak defeated Emperor Milleous in single combat, scared him into withdrawing his forces to their borders from the previous Earth year, and extracted a promise that the Incursean Empire would never go within 600 light years of the Earth again.

In Blackout, Ultimate Ghostfreak defeated Zs'Skayr.


  • Wipeout Part 2
  • Under the Midnight Sun
  • Hail the Conquering Frogs Part 2
  • Blackout
  • Return of the Omnitrix Wielder


  • Ben secretly fears Ultimate Ghostfreak more than any other ultimate form, which is why he rarely uses him.


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