Frightmare is the forty-ninth episode of 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 Nocturn, the ghost of sleep who is sucking up their dreams to increase his power. Danny must wake his friends and sister up in order to stop this madness.
Danny walks through the school cafeteria feeling very cheerful; he got an "A+" on his science test, discovers that he is the star of the football team and is respected by even the popular kids. Danny is pleasantly taken aback by the situation, but his happiness is cut short when the Fright Knight appears. Immediately, the kids turn their attention towards Danny, demanding he use his ghost powers to stop the ghost.
Danny is shocked that they know his secret, but quickly transforms anyway and easily defeats the knight. He returns to the cafeteria, greeted by cheers from the students. Dash mentions how lucky Danny is to have "a harem of girls all lovesick for him", but he dismisses his statement, saying that there's only one girl for him. Surprisingly, Sam shows up wearing Danny's letter jacket, making him discover that she is his girlfriend. As she sits down next to him, the entire cafeteria eagerly waits for them to kiss. But just as they lean toward each other, the vision begins to fizzle away.
Danny suddenly wakes up on a floating rock in the Ghost Zone, destroying a metal helmet on his head in the process. Realizing that the entire event was nothing but a dream, he flashbacks to the previous night when he encountered various ghosts with stitched eyes and a mysterious dark figure commanding them. Danny flies home to Fenton Works to look for clues but is met with complete silence. Much to his shock, his entire family is fast asleep, wearing the same metal helmets he was previously.
He tries to remove them but with no success, so he flies to the Emergency Ops Center to check the house’s security cameras. In the recordings, he sees the same ghosts with stitched eyes as they phase into his home and put the Fenton family to sleep, leaving the dark figure to put the helmets on them.
Danny flies out to his friends' houses, only to find them asleep under the helmets as well. Danny quickly finds that the entire town of Amity Park is under the same sleep spell as his friends and family. Using Tucker’s holographic security camera, he sees the dark creature in full—a new ghost. Suspecting that Vlad is behind it all, Danny flies to Vlad's manor only to find Vlad asleep as well.
Before he can react, he meets again with the ghosts with stitched eyes and the dark creature. Danny suddenly remembers him as someone he fought in the previous night; Danny lost the battle, was put to sleep, and sent to the Ghost Zone with one of the helmets.
The dark creature shackles Danny down on a table, planning to send him back into the Ghost Zone. The dark being then introduces himself as Nocturn, ghost of sleep and dreams, and his minions, the Sleepwalkers; he travels from town to town sucking out the energy from peoples' dreams, which increases his strength.
He breaks free from Nocturn's restraints using his ice powers and tries in vain to stop him, but with Nocturn's strength, Sleepwalkers easily gang up on him. Danny barely freezes Nocturn in time to fly away, leaving the sleep ghost to recharge.
Danny needs allies, but is unable to remove his friends' helmets. He then remembers that his helmet was destroyed when he was shocked in his dream, in his case, when he was about to kiss Sam, and figures he needs to trigger a similar shock to wake his friends.
Possessing Tucker first, Danny enters Tucker's dream and finds himself in a lavish manor. Inside, Tucker is surrounded by twins of popular Casper High student Star. While initially impressed, he eventually becomes annoyed when he discovers that he was the janitor. Just as Tucker is about to kiss one of the Stars, Danny interrupts and takes her place, causing Tucker to wake up from that brief nightmare.
Heading over to Sam, Danny enters her dream, which he soon finds out was almost exactly like his own, right down to the setting and events. Just as his dream version and Sam were about to kiss again, Danny accidentally knocks back into a table, causing them to divert their attention to him. Sam makes a realization that he couldn't be in two places at the same time, so Danny quickly overshadows Dash and goes ghost as Dash, causing Sam to wake up screaming. They finally fly over to Jazz, and Danny changes her dream of being a Yale professor to make it so that she was married to Dash--much to her horror. Using Tucker’s technology, they find Nocturn’s hideout in the local mattress warehouse near the harbor, with a giant antennae on top absorbing the dream energy of the sleeping Amity Park residents. They head inside to find Nocturn recharging inside a giant machine connected to the antennae.
Unable to crack the machine open, Danny declares he needs to possess Nocturn like he did with his friends and sister to wake him up. Sam is quick to volunteer to help him and share a brief moment, before leaving Tucker and Jazz to prevent any Sleepwalkers from coming their way. Within Nocturn’s dream, Nocturn is already all-powerful. No matter what Danny and Sam do to try to stop him, they can do little due to his power level.
Tucker however saves the day by jamming the antenna’s frequency, stopping the flow of dream energy and weakening Nocturn enough for Danny to force him awake. He is easily defeated afterwards.
With Nocturn gone, the four sit, relax, and discuss their dreams; when they get to the subject of Danny's and Sam’s, the two claim they do not remember what their dreams were. They share one more glance with each other before blushing, knowing what had went down in their dreams.
- While debating on how to wake Tucker up, Danny mentions that he has overshadowed Tucker before, such as he does in "Parental Bonding."
- Tucker's dream of being better than Danny is another sign of Tucker's occasional envy towards Danny, first seen in "What You Want."
- Allusions: See List of allusions
- Goofs: See List of goofs
- This is one of the rare times Tucker used another device other than his PDA to hack something.
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