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Danny Phantom episode
F title
"Frightmare" title card
"You'll Wish it was just a Dream!"
Season 3
Number 49
Prod. Code 049
Airdate August 22, 2007
Abbreviation FM
Writer(s) Kevin Sullivan
Director(s) Butch Hartman, Gary Conrad, Wincat Alcala
Villain(s) Nocturne and his Sleepwalkers
Episode Chronology
Previous Boxed Up Fury
Next Claw of the Wild

"Frightmare" is the forty-ninth episode in the TV-series Danny Phantom. Danny wakes up from a dream, destroying a unique helmet placed on his head. He finds the entire town of Amity Park is under the same ailment due to Nocturne, the ghost of sleep who is sucking up their dreams to increase in power. Danny must wake his friends and sister up in order to stop this madness.

Episode Recap

Danny Fenton walks to his school cafeteria; he got an "A+" on his science test, is the star of his football team, respected by his peers—including the popular kids—and the love of Sam's life. His happiness is cut short when the Fright Knight appears. Immediately the kids turn their attention towards Danny, demanding he stop the ghost. Shocked they all know his secret; Danny, confused, hesitantly transforms into his ghostly half and defeats the knight to the sounds of cheers from the students. Danny returns to Sam and nearly kisses her until the vision fizzles away.

Danny wakes up on a floating sledge of rock in the Ghost Zone, destroying a metal helmet on his head in the process. Figuring out that entire event was nothing but a dream, Danny flashbacks to a previous night when he encountered various ghosts with stitched eyes (Sleep Walkers) and a mysterious dark figure associated with them. With that knowledge, Danny flies home to FentonWorks to be met with complete silence. Much to his shock, his entire family is fast asleep and dreaming, also wearing the same metal helmets. Trying to remove them does little, so he flies to the Ops Center where he checks the house’s security cameras to see Sleep Walkers phasing into his home and putting the Fenton family to sleep, leaving the dark creature to put the helmets on them.

Danny flies out to his friends, only to find them affected as well. Using Tucker’s technology, he uses his holographic security camera that depicts the dark creature in full—-a new ghost. Danny quickly finds that the entire town of Amity Park is under the same sleep spell as his friends and family. Suspecting Vlad as the one behind all this, he flies to his manor only to find the dark creature got a hold of the billionaire as well.

Before he can react, he meets with more Sleep Walkers and the dark creature. Danny suddenly remembers him as someone he fought in the previous night, having lost the battle, put to sleep, and given that helmet whilst in the Ghost Zone.
Tumblr m72o3pjmxq1ql7p7ro1 1280

Danny captured

Nocturne cuffs Danny down on a table, planning to send him into the G

Nocturne introducing himself to restrained Danny.

host Zone again. Danny questions him about his identity and purpose, and the dark being introduces himself as Nocturne, ghost of sleep and dreams; he travels from town to town placing the helmets on people's heads to suck up their dream energy, which increases his strength. Danny breaks free using his ice power and tries in vain to stop him, but with his current level of strength, unlimited amounts of Sleep Walkers easily gang up on him. Danny barely freezes Nocturne in time to fly away, leaving the sleep ghost to recharge.

Unable to remove the helmets, Danny figures he needs to trigger off a nightmare to wake his friends. Possessing Tucker first, Danny enters Tucker's dream and finds himself in a lavish manor. Inside, Tucker is surrounded by popular student Star--only as twins--and Danny as the janitor. Just as Tucker is about to kiss one of the Stars, Danny interrupts ("Seriously, I'm your janitor?"), causing Tucker to wake up from that brief nightmare. Heading over to Sam, Danny again possesses and enters her dream which closely mimics his own in that she’s in the school cafeteria as Danny’s girlfriend. Danny quickly overshadows Dash though and turns him into a half ghost, causing Sam to wake up screaming. They finally fly over to Jazz, whom Danny overshadows to make it so that she’s married to Dash--much to her horror.

Using Tucker’s technology, they find Nocturne’s hideout in the local Mattress Warehouse near the harbor, the giant antennae on top absorbing the dreams. After defeating an army of Sleep Walkers, they head inside to find Nocturne recharging inside a giant machine connected to the antennae. Unable to crack the machine open, Danny declares he needs to possess Nocturne like he did with his friends and sister to wake him up. Sam is quick to volunteer to help him, leaving Tucker and Jazz to prevent any Sleep Walkers coming their way.

Inside Nocturne’s dream, he is already powerful and victorious. As much as Danny and Sam try to stop him, they can do little due to his power level. Tucker however saves the day by jamming the antennae’s frequency, stopping the flow of dreams and weakening Nocturne enough for him to wake up. He is easily defeated afterwards. With Nocturne gone, the four sit relax and discuss their dreams; when they get to the subject of Danny and Sam’s, the two quickly blush and deny anything.


Main article: Frightmare/Transcript


  • Title: An obvious wordplay on nightmare.
  • Nocturne's head looks similar to that of NiGHTS from the video game NiGHTS into Dreams..., with the curled purple points on either side. His face resembles more that of NiGHTS' rival Reala, however. His scheme seems to resemble that of Wizeman, a villiain in NiD.
  • There seems to be a slight reference to Disney's Princess Jasmine of Aladdin when Danny realizes he needs to find Jazz, ("those look like tiaras for a high-tech princess, princess...JAZZ!!").
  • One of the sleeping pedestrians looks like an older version of AJ, one of Timmy Turner's friends from The Fairly OddParents, another one of Butch Hartman's cartoons.
  • This episode is similar to the Ozzy and Drix episode, The Dream Factory, in which that Danny saving his friends and family from the bad dreams is inspired by Ozzy and Drix trying to save Hector from the bad dreams that he has after seeing a scary movie.


  • Early on in the episode Jazz is asleep on her bed, yet later on, she is at her desk.
  • Danny and Sam having the same dream may be a mimic of the original psychic link.
  • Tucker's dream, being better than Danny is another sign of Tucker's envy towards Danny.
  • While checking the security camera tapes in the OP Center, in one of the frames, Danny's left glove is outlined in black while his right is outlined in gray.
  • While Sam was asleep, she was missing her leggings.
  • In this episode, Danny spends most of his time in his ghost form, even after he, Sam, Tucker and Jazz has defeated Nocturne, Danny was still in his ghost form.
  • Possible new power: Being able to go ghost while in someone else's body.
  • When Danny crashes into the table in Sam's dream we can see that a plate also fell, however before hand we could see that there was no plate on the table.
  • Of all the episodes in Danny Phantom, next to Phantom Planet, this episode exhibits the most evidence that Danny and Sam want to take their relationship with each other one step further.
  • When Danny overshadows Dash his voice sounds like Dash's. But in other episodes like Parental Bonding when he overshadowed Dash his voice was his. It might not be an error or since it was a dream and anything could have happened there.
  • When the two Sleepwalkers grab Tucker into the air after he jams the radio signal, if you look closely, for a split second the one to the right has light pink eyes instead of the usual red.  After they lift him up, its eye color reverts to red.
  • This is the episode where Danny uses his freezing powers the most, even more than in "Urban Jungle" where these powers were the plot twist.
  • When Sam notices the real Danny in her dream, she says to the Danny in her dreams that he cannot be in two places at once. However, Danny has previously demonstrated in the episodes Reign Storm and Torrent of Terror that he is capable of Duplication. Sam was absent on both occasions that Danny successfully used this ability, which was possibly a reason why she said there couldn't be two of them.
  • In Danny's dream there are chairs in the cafeteria, yet in Sam's dream there are benches, it may not be a goof given it is a dream.
  • There is a dog that looks like Scooby-Doo without the patches.


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