Chicago – also known as the Windy City – was the next stop of the Tennyson's cross-country tour, and possibly the one they had been looking forward to the most.

Chicago's famous Grant Park was known country-wide for hosting some of the biggest events in America, and none was bigger than Lollapalooza Music Festival. Just by a rough estimate, Trixie surmised that there must have been over four hundred thousand people stampeding through the festival gates as ear-pounding rock music played over the loudspeakers. Ben, Gwen, and Trixie were among the excited festivalgoers eagerly trying to get inside.

All three of them had changed their clothes for the first time since the summer started (which made Gwen shudder in disgust when she realized this.) Gwen had swapped her shirt for one with various patches of light colors (yellow, orange, and pink) and wore a crowd of fake sunflowers. Ben had gone on the opposite side of the spectrum and went full punk with a skull shirt, (fake) spike wrist bands, and dark sunglasses. And Trixie was somewhere in between – literally. Thanks to the power of genetic alteration, half of her hair was pink and the other half was black, and she swapped out her dress for a pair of jean shorts and a t-shirt of her most anticipated band.

"C'mon, grandpa, we're gonna be late!" Ben shouted at Max, who was moving at a leisurely pace.

"Now hold your horses, you three," Max laughed, who had also changed out of his usual attire to dress like a hippy from the 70s. "The festival's not going anywhere."

"But grandpa, this isn't just any old music festival," said Gwen excitedly. "This is the first stop on the American tour for – "

The Tennysons swept around to the massive poster that took up the entire space on both side of the festival gates. It depicted a couple of young women – one with sunny pink hair banging on the drums and one dark-haired punk rocker jamming on the guitar.

"PUFFY AMIYUMI!" Ben, Gwen, and Trixie cheered pumping their fists in the air.

"I'm surprised you're so eager for this festival, Trixie," Max pointed out. "I never took you for the rocker type."

"The Test Twins introduced me to their music," said Trixie with a bright smile on her face. "I have to admit; I was hooked from the first song."

"And now we're gonna see them play live," said Ben, practically bouncing with excitement. "Oh man, you think they could autograph my forehead?"

"It would be hilarious to see Diamondhead beating up bad guys with AmiYumi's signatures on his dome," Gwen snickered.

"Speaking of whom, isn't that them over there?" said Max, pointing somewhere off to their right.

The Tennyson kids swiveled around so fast, it nearly gave them whiplash. A trio of delighted gasps escaped them when they realize that Ami and Yumi were indeed standing a short distance away, hiding behind a local news van, likely trying to avoid being seen by their fans. They were standing between a redheaded man in suspenders holding a microphone and some cylinder shaped robot with the letters S.A.M. stamped in red. Ami certainly looked thrilled to be there, though Yumi was sweating up a storm, which was unsurprising given her dark attire

It seemed that the legendary bandmates were in the middle of giving a weather report based on the cue cards being held up behind the cameraman.

" - So expect another scorcher with highs in downtown on Chicago to top nineties," Ami read aloud.

"And with no rain insight. It's enough to make my cranium rotate," said the robot monotonously, which actually lifted its dome and started spinning.

"Not so fast, S.A.M," said the man in suspenders. "This meteorologist thinks Chicago's drought might be over."

"Do you have anything you want to add, Yumi?" Ami asked her partner with a bright smile.

"Only that this is the lamest gig we've ever done," said Yumi, frowning. "And that I'm gonna punch Kaz the next time I see him."

Ami giggled nervously as she glanced at the reported, who glowered at the rock star. He seemed to restrain himself from saying anything rude as he was aware they were being watched, then flashed a smile to the camera.

"Well, there you have it folks," said the reporter. "Coming to you live from Lollapalooza with world famous Puffy AmiYumi, this is Vance Vetteroy reporting."

The cameraman gives the signal that they were off the air and started packing things up. Vance Vetteroy leered sideways at Yumi, who stretched her arms above her head with a wide yawn of boredom. Before he could get a word in, the Tennyson kids suddenly knocked him one side and made a beeline for the rock stars.

"Cool, you're Puffy AmiYumi!" said Ben enthusiastically. "I'm your number one – "

"Please don't say you're our number one fan," said Yumi, slapping a hand over his mouth. "I still have PTSD from our last 'number one fan.'"

Ami and Yumi shuddered as if reliving a horrifying memory.

"Anyway, it's always nice to meet our fans," said Ami politely as she shook Gwen's hand; the younger girl looked over the moon. "You're all coming to see our concert, right?"

"Absolutely," said Trixie excitedly. "I didn't hack into various banking accounts to purchase those overpriced tickets for nothing."

"You hacked into the bank?" Yumi looked surprised, then fist-bumped Trixie with pride. "Mad respect, little nerd."

"You guys are, like, the coolest band of all time!" shouted Ben joyously.

"Are the rumors true that you two are dating now?" asked Gwen curiously.

"We don't like to put a label on thing," said Yumi nonchalantly.

"But we totally are," Ami added happily, looping her arm around her partner's, who glanced away while blushing.

"Uh, excuse me," Vance spoke up, straightening himself and gesturing to his robot companion. "Would you kids be interested in meeting S.A.M.? He's a real automated robot."

"I've seen better," said Trixie. "Literally. We visited DexLabs a while back."

"So…what does it do?" asked Gwen curiously.

"The Sound Anemometer Metagraphy is a sophisticated weather reading apparatus created by me," said Vance proudly.

"So it tells the weather?" Ben scoffed. "Big deal. I have an app on my phone that can do that."

"Ben, be nice," Gwen chastised him. "I'm sure he worked really hard on it."

"I'm with the little dude on this one," said Yumi. "The guy threw away who knows how much money on an oversized tin can for something literally everyone can get on their phones."

"I know he may seem useless," said Ami sweetly. "And I mean, really useless, but I'm sure S.A.M. has other great qualities."

"I can also tell time," S.A.M. chimed in.

"…Yeah, I can't defend that," Ami deflated.

"C'mon, Ami, let's blow this walking scrap pile," Yumi suggested, punching her fist into her palm. "I've got a few words to say to Kaz."

"Please go easy on him," aid Ami sympathetically. "It took forever to get that bloodstain out of the carpet last time."

"No promises," said Yumi as she and Ami walked away.

"They are so hardcore," said Ben admirably.

Ben, Gwen, and Trixie walked back to Max without sparing Vance Vetteroy or S.A.M. a passing glance. The weather reporter gripped his microphone so hard, it threatened to snap in two. With a frustrated sneer, he walked around his pile of junk – I mean, S.A.M. – and opened up the panel, exposing the machine's inner circuitry.

"Vance, what are you doing?" asked S.A.M.

"What I should have done long ago: reprogramming your circuitry," said Vance disdainfully as he fiddled with the robot's controls. "Once you ascend pass the troposphere, you'll release a hydro-oxygenated solution, creating a gathering of cumulous clouds producing rain. Instead of just reporting the weather, I'll finally be making it."

Once he was done with his reprogramming, Vance pulled out an old fashioned remote control device and took a few precautionary steps away from S.A.M. With the push of a button, the machine launched its cranium to the sky like a rocket, ascending higher and higher until it reached the clouds. Once it reached its desired height, S.A.M. began releasing an orange gaseous mixture into the atmosphere around it.

The effects were almost instantaneous: thick plumes of dark clouds formed from nothing, clumping together to block out the sun. next came a heavy downpour of rain. The sudden change in weather drew a lot of curious stares from the Tennyson's who had been lining up to enter the festival, to Ami and Yumi, the latter whom was threatening to punch their dwarf of a manager when she looked up, giving Kaz a chance to flee. Lightning was next as roaring bolts jumped between the clouds. But one stray bolt landed its mark on S.A.M., attracted by its metal shell.

"NO!" cried Vance.

S.A.M. flickered from the sudden surge of electricity coursing through its system, releasing more orange gas into the atmosphere. For reasons beyond scientific explanation, the rain started gathering around S.A.M. as if magnetically drawn to the machine, melding together into a singular blob of water. The amorphous water monster began its descent, parting dark clouds –

Meanwhile, the Tennysons were unaware of the danger, too busy jamming out to the vampiric rock of the Hex Girls.

"This is so awesome!" Gwen cheered.

"Could it get any better?" Ben shouted back.

Unfortunately, the Hex Girl's performance was drastically cut short when S.A.M.'s watery blob monster crashed landed on the roof of stage, it's multitude of tentacles lashing in every direction, the robotic cranium barely visible as a purple dot in the monster's "head."

"No, but it can get worse!" yelled Trixie.

At the same time, Ami and Yumi were running towards the stage as the crowd ran in the opposite direction away from the water creature.

"Aw man, don't tell me another Kaiju is terrorizing our concert," Ami complained.

"How weird is it that we can say stuff like that on the regular?" said Yumi. The water beast swung one of its tentacles and whipped it in their direction. "Ami, look out!"

The goth rocker pushed her brighter partner out of the way just in time before the tentacle slammed on top of Yumi, causing Ami to cry out in fear for her partner. Fortunately, as the tentacle was made of water, Yumi remained unharmed. In fact, the gothic rock star floated in the water, holding her breath, blinking cluelessly as to what he next move will be; she wasn't really the type to think ahead.

But Yumi wasn't S.A.M.'s only prisoner. The water monster slapped its tentacles over the fleeing crowd, collecting dozens of innocent people overtime. As the crowd started getting further away, S.A.M. slithered off the stage and chased them down. As most of the festivalgoers are already out of the park, S.A.M. noticed the Tennysons still standing in place staring up at it. They didn't seem as frightened or surprised as the other humans – this fascinated S.A.M. The aquatic blob lashed multiple tentacles at the Tennysons, forcing them to duck and scatter.

Meanwhile, Vance stared in horror outside the festival venue as he watched his creation repeatedly strike the earth trying to capture the Tennysons and Ami, who refused to leave Yumi behind.

"This can't be happening," he muttered to himself, aghast.

"We're back on live in ten seconds!" shouted the cameraman with his equipment unpacked again, unaware of the weather reporter's involvement in the ongoing monster rampage. Vance was understandably hesitant to go back on the air with S.A.M. destroying the festival, but he quickly straightened himself up and had his mic ready. He was a professional, after all.

"A uh…giant waterspout has sprung up out of nowhere," said Vance quickly as the camera paqnned to S.A.M.'s creation. "An entity seemingly with a mind of its own."

"You're the Plumber, grandpa," said Gwen as she and Max hid behind a concession stand, covered in nachos and fries for some reason beyond this author's ability to understand. "Don't you have anything to plug up that thing."

"I've got all we need right here," said Ben, holding out the Omnitrix to emphasize his point. He activated the watch and cycled through the aliens. "All right, water freak, Arctiguana is gonna chill you out."

He slammed down on the dial and exploded into an explosion of green light. But instead of the Polar Manzardill, he got –

"Heatblast?" The Pyronite complained. "Aw man…,"

"Last time I looked in the science book," said Gwen, "water put out fire, not the other way around."

"Hey, this wasn't my idea!" Heatblast argued, then rounding on Trixie. "Why does this keep happening? Does this watch hate me or something?"

"I keep telling you not to smack the Omnitrix!" said Trixie heatedly. "It messes with the selection matrix! If you keep getting the wrong alien, it's your own fault – "

"Um, excuse me," Trixie and Heatblast went wide-eyed, turning their heads slowly to the left, where Ami was staring at them with a dropped jaw. "Did…you just change from a human to a giant magma alien?"

"…in hindsight, it probably would've been better not to change out in the open," Heatblast admitted.

"You think?" Trixie scolded him. "Miss Ami, please, you can't tell anyone – "

"Oh no, I promise I was say a word to anyone," said Ami quickly. "But if you can, you need to save Yumi! She got sucked into that Mizu Kaiju trying to protect me!"

Ami pointed into the amorphous blob where the captured civilians were being pulled to the center, struggling to breath. Yumi was the easiest to spot among the crowd as she was the only one with purple hair. She was hold her hands over her mouth to keep the air inside her lung, but she was fighting a losing battle.

"Yumi's in there?" Heatblast gasped. "No evil water monster is eating any famous rock stars on my watch!"

Heatblast slammed his hands to the ground, propelling himself into the air like a rocket, then soared through the air in a trail of flames. S.A.M.'s monster easily noticed the Pyronite and started whipping its tentacles at him. Heatblast concentrated the flames in his hand, shaping them into a blade of pure fire. As the tentacles came after them, Heatblast sliced through them like a knife through butter, instantly evaporating the water into steam. He them circled around the water monster, unleashing a continuous beam of flames at the main body. He swerved around a swinging tentacle and tossed a volley of fireballs at the water blob, steam rising from the surface as portions were evaporated.

But Heatblast's hotstreak was cut short when a water tentacle landed a lucky swing, slamming the Pyronite into the ground, creating a trench in the earth. Ami and the Tennysons run over as Heatblast sat up, his flaming head momentarily doused before it flared back up again.

"This thing's really starting to steam me," Heatblast grumbled.

Suddenly, Ami gasped and said, "That's it!"

"That's what?" asked Heatblast, confused.

"That Kaiju is made of water, right?" said Ami. "And when water is heated to a high temperature, it evaporates into steam."

"So if Ben goes supernova inside that thing," Gwen realized, "it's turn that water monster into steam. That's brilliant, Ami!"

"I'm not just a super pretty ultra-mega rock star," said Ami, flipping her hair smugly.

"Okay, so light this dumb blob up – got it," said Heatblast, standing up.

"It you want to reach maximum intensity, velocity is the key factor," Trixie informed Heatblaster. The Pyronite just stared; Trixie sighed and ran a hand down her face. "The faster you spin, the hotter you get, Benjamin…."

"Uh, right," said Heatblast, nodding along despite having no clue.

Heatblast shot into the air and called forth his flaming trail once more. He swerved around the base of the water monster, sweeping circles around it while picking up speed. He started to feel a touch of dizziness as he reached his fifth rotation, but pressed on and picked up the acceleration. Faster and faster he went as the flames of his trail started to rise up, forming a flaming tornado with S.A.M.'s monster trapped in the middle. As Ami had predicted, the heat from the flames caused the water to boil and evaporate into a cloud of steam that floated harmlessly into the sky. And speaking of the sky, the dark cloud quickly cleared up once the water monster had been defeated.

Ami and the Tennysons ran over to the cloud of steam as a flash of red light exploded in the hot mist. A moment later, Ben emerged from the steam with matted hair and a proud grin.

"Oh yeah!" he cheered. "H2O to H2 – No!"

The victims of the water beast slowly emerged from the steam cloud, some needing to sit down and rest from the intense heat they just experienced. Among them was Yumi, who was holding her head with a disoriented groan.

"Did someone get the number on that runaway onsan?" Yumi grimaced.

"Yumi!" cried Ami, capturing her girlfriend in a fierce hug that nearly suffocated her. "Are you all right? Are you hurt?"

"I'm fine," said Yumi as they separated. "But I won't be needing a hot shower for a while. So what happened with the Kaiju? It was hard to see inside that blob, but it looked like there was a walking matchstick flying around."

"That was Ben," said Ami, pointing to the young boy. "He transformed into a giant fire hero and fought that horrible Kaiju to rescue you."

"Not the weirdest thing that's happened to us," Yumi commented, then held out her fist to Ben. "Thanks for the save, little dude. I totally owe you one."

"Aw, it was no big deal," said Ben, despite how giddy he looked to be bumping fists with his favorite guitarist.

"So how'd that thing get here?" asked Gwen curiously.

"I've dealt with a few instant weather abnormalities on the job," Max informed them. "Some ETs can represent themselves as elemental beings."

"Wait, ETs?" gasped Ami. "As in aliens?"

"Why are you surprised?" said Yumi blandly. "We've traveled to the future, met talent sucking vampires, you got possessed by evil drumsticks, Kaz made robot versions of us, we joined a team of superheroes, and we had dinner with Bigfoot. This is par for the course."

"Rock stars live strange lives," said Trixie.

"Well, if that thing was from outer space, Heatblast just sent it out of sight," said Ben smugly. "You're welcome."

"We really should thank them for saving the concert," Ami said to her partner.

"Yeah, and I'd love to see what other freaky aliens the kid can turn into," said Yumi. "How'd you guys like the VIP treatment?"

"VIP treatment?" Gwen gasped excitedly.

"I totally agree," Ami nodded. "Free backstage passes and we can show you our tour bus."

"Seriously?!" asked Ben excitedly.

"That's very generous," said Max graciously.

"You saved our lives and the festival," said Ami, smiling brightly. "It's the least we can do."

"C'mon," said Yumi, gesturing for the Tennysons to follow. "Wait until you see my sick axe collection."

"You collect diseased hatches?" asked Trixie cluelessly, earning a confused stare from the goth rocker.

As they crossed the festival grounds towards the Puffy Bus, they unknowingly walked past S.A.M.s cranium lodged deep in the ground without realizing what it was. The one person who did recognize the machine was the weather reporter, Vance Vetteroy. He quickly collected the part before anyone spotted him and fled to the back of the news van, which was conveniently empty at the time. The weather reported checked the windows to be sure that no one saw him, then picked up a screwdriver, intending to use the implement on his creation.

"I'm sorry, S.A.M.," Vance apologized. "I created you, now it's time I destroy you."

"Wait," S.A.M. spoke, his tone in a lower pitch than usual with a completely different tone. "By readjusting my circuitry, you've allowed me to molecularly alter the weather. I'm no longer just a cheap gimmick to be exploited by a substandard news station. Now I am everything you've always wanted me to be."

"I didn't want you to hurt people," said Vance earnestly.

"A minor malfunction due to the electrical strike," said S.A.M. "I am in control now."

"It's too late now," said Vance.

"It's all about image," said S.A.M. coolly. "And without me, you'll just be another pretty face. Now…do you still want to make it rain?"


On the outside, the Puffy Tour Bus didn't look that bigger than the Rust Bucket. But the inside was a whole different story.

The Tennysons looked around in awe as they stepped through the door into what was essentially a mansion-sized living room. The bus was packed with everything famous people could ever want: a full entertainment system with a hundred-inch flat screen and the latest gaming system, a fully stocked kitchen, a personal library, a hot tub/Jacuzzi, and multiple rooms separated by Japanese shoji.

"Holy cow, you guys live here?!" shouted Ben, running to the middle of the room, trying to decide where he wanted to go first. "This is so rad! This way better than the RV!"

"How did you manage to fit all this in here?" asked Trixie curiously, searching the area. "The dimensions on the exterior don't match the interior."

"Don't think too hard, kiddo," said Yumi, slapping the green-haired girl on the back. "The laws of physics stop at the door."

Right as she said that, their dwarfish manager came walking out of the kitchen…on the ceiling! With a mug of steaming hot coffee that somehow didn't spill out.

"Hello, girls!" he greeted casually.

"Check out this library," said Gwen, immediately making a beeline for the shelves and pulling down random books with uncontained glee. "Philosophy, history, engineering, poetry – you guys have it all." Then she pulled out a thick tome covered in runes. "Wait, is this…a spell book?"

"Yup," Ami answered. "We got it during our concert in Legerdomain."

"You've been to Legerdomain?" Gwen gasped. "As in the realm of magic?"

"Turns our wizards love rock music," said Yumi.

"No way!" said Ben as he stared in awe at a familiar collection of golden cards hanging on the wall behind a protective case. "Is that a complete golden Sumo Slammers trading card set?"

"You betcha!" said Ami, zipping over to the case in the blink of eye and grinning proudly. "It took me a while, but I managed to complete the entire collection. Would you believe I found the last card in a pile of rubble in Washington D.C. after a random dinosaur attack?"

"Ami is obsessed with collecting stuff," said Yumi, rolling her eyes.

"It's true – I have a problem," Ami admitted with a strange smile.

"If you want to see something really impressive, check this out," said Yumi. She walked over to a giant velvet curtain and tugged on a golden rope. The curtains parted down the middle, revealing an entire wall of shelves jam packed with items from autographed records, to laminated posters of various bands, to rock star bobble heads, to entire instruments sealed in protective cases. "Behold! The wall of rock and roll fame!"

"Now that is a collection," said Max, very impressed as he moved closer to inspect the memorabilia. "A lot of these bands go way back before your time. Didn't think the younger generation would appreciate the classics."

"I appreciate rock and roll history," said Yumi. "The Beatles, Rolling Stones, Guns 'n Roses, Michael Jackson, David Bowie – you name it."

"Is that what I think it is?" Max gasped dramatically, pointing an old record cover scrawled with four signatures. "A copy of Shag Carpeting's 'Twister Alley' signed by all four members?"

"Bought it at an auction in Idaho," said Yumi, then slapped Max's hand away when he got too close to the record. "Hey, no touching the rock and roll legends!"

"This is all very impressive," said Trixie as she investigated the shelves with Gwen.

"Not as impressive as Ben turning into a superhero," said Ami as said boy came out of the kitchen with a jar of peanut butter. "How'd you do it anyway? Did hit by a magic meteor or accidentally fell into radioactive lava that gave you superpowers."

"That is certainly a rather…unique imagination," said Trixie.

"Heh, nothing like that," Ben laughed, then held up the Omnitrix into view. "It's this watch. It's called the Omnitrix. By turning the dial, I can turn into one of fourteen different aliens. And there's still plenty more I haven't even unlocked yet."

"Ok, this I gotta see," said Yumi.

"Yes, please show us one of your super cool aliens," Ami requested.

"Well, since you asked," said Ben.

He carelessly threw away the open jar of peanut butter ("Eh, Kaz'll clean it up later," Yumi shrugged) and cycled through the silhouettes of his unlocked aliens. He had a lot to consider. Rath? Nah, too obvious. Fasttrack? Cool, but not cool enough. Subwolfer? Now he was definitely a cool alien that Yumi would like. That's when he got an idea and turned the dial to the most recent alien in his collection. Ben slammed down on the dial and exploded in a flash of green light that blinded everyone in the buss (and startled Kaz so much that gravity returned to normal.) When the light faded, the alien mummy from South Carolina stood in the middle of the bus, only now with the addition of the Omnitrix emblem on his shoulder.

"Whoa, alien mummy!" Ami cheered.

"Please tell me there's an alien vampire, please tell me there's an alien vampire!" said Yumi excitedly.

"Oh yeah, I almost forgot that one," said Gwen as she, Trixie, and Max gathered around. "Though I don't miss the source material."

"What did you call this one, Ben?" asked Max.

"Oh, I got a good one," said Benmummy, striking a heroic pose. "Say hello to…Snare-Oh"

"It's better than Blitzwolfer," Trixie commented.

"So what can this alien do?" asked Ami, zipping around Snare-Oh from all angle. "Can it cast curse? Can you raise the dead? Do you have your own sarcophagus?"

"Well…no, but – " said Snare-Oh awkwardly, but was cut off when they suddenly heard dozens of people screaming outside the bus.

"That doesn't sound like the usual rocker fans screaming," said Yumi suspiciously.

Max was the first one out the door followed by Gwen and Trixie, Ami and Yumi, and Snare-Oh crouching down in the rear. Once they stepped outside, they immediately noticed the festival goers making a beeline towards the gates for the second time today. The reason they were all running was due to a collection of ominous dark clouds slithering across the sky like a snake, a purple light shining in the middle of its "head" like a beacon. The cloud monster generating bolts of lightning (which were mysteriously tinged purple) and striking down everything in the festival: the stage, the stands, even the people.

The cloud monster floated over the tour bus when it noticed Puffy and the Tennysons on the ground. It shot a bolt of lightning in their direction. Snare-Oh quickly extended his arms, wrapping his family and favorite band with his fingers, and pulled them away at the last second, leaving a scorch mark on the ground.

"Is everyone all right?" asked Snare-Oh worriedly.

"We'll be fine," said Trixie as the mummy unwrapped them, craning her head toward the cloud monster. "My primary concern is that thing."

While the monster rampaged through the music festival, Vance Vetteroy ran towards the cumulous Kaiju with S.A.M.'s controller. Except the remote wasn't responding to any of his commands.

"No, I – I can't control it!" said Vance, then yelled at S.A.M. "It's over, do you hear me?"

"Actually, it has just begun," S.A.M. responded before shooting a bolt of lightning at his creator.

Fortunately for Vance, Snare-Oh was able to snap up the weather reporter with his bandages and pulled him out of harm's way before the lightning struck. But S.A.M. was far from finished. The cloudy serpent he controlled stretched across the entire park, shooting random lightning bolts at every potential victim: the woman who tripped running away, a man coming out of the port-o-potty, the children hiding underneath the picnic tables. Snare-Oh literally had to stretch himself thin to snatch up the innocent bystanders before they were killed. A lot of people were weirded out that a giant mummy had pulled them to safety, but they were more relieved to be alive.

Snare-Oh glared up at S.A.M.s monstrosity, which he noticed was headed towards the city, randomly firing off lightning bolts in its wake.

"If you thought the Great Chicago Fire was bad," said S.A.M. ominously, "You haven't seen anything yet."

Snare-Oh whipped his bandages to the top of a nearby tree and propelled himself into the air, following the cloud monster. At the same time, Vance ran back to his news van, kicking the cameraman out, and slammed his foot on the accelerator. The tires squeals as he did a complete U-turn and sped away in pursuit of his creation and the alien mummy. That just left Puffy AmiYumi and the Tennysons standing at the festival gates watching from afar.

"We gotta go after them," said Trixie. "I don't see how Ben's current form will help him defeat that…cloud creature. He'll need our help."

"But we could lose sight of them before we reach the Rust Bucket," said Gwen.

"We'll take the tour bus!" Ami suggested.

"Are you sure?" asked Max. "It'll be dangerous."

"Buddy, 'Danger' is my middle name," said Yumi haughtily, twirling the bus keys on her finger trying to look cool.

"Actually, Japanese don't have middle names," Ami pointed out.

"I was having a moment, Ami!" Yumi complained with a groan.


The fire department didn't know what to think when they were called to chase a giant cloud monster rampaging through downtown. They almost passed it off as a prank until they saw the dark clouds shooting lightning bolts in the streets. And if that wasn't weird enough, a mummy of all things was swinging between the buildings like a superhero in web pajamas. But the real icing on the cake was their own truck being outstripped by a flashy tour bus being driven by the famous rock stars Puffy AmiYumi.

"…No amount of psychiatric therapy will make this better," said the truck driver.

Yumi turned the steering wheel sharply to the right to dodge the stray lightning bolt that flew towards them, causing Gwen and Trixie to smack into the wall (Max was clinging to the back of Ami and Yumi's seats.)

"A mizu kaiju and a kaminari kaiju?" said Ami. "It seems way too coincidental."

"She's right," Max agreed. "Something's not right about this."

Meanwhile, Snare-Oh catapulted himself to the rooftops, taking a moment to survey the situation. The cloud creature wasn't going after any specific target; its only goal seemed to be random destruction. But it was definitely smart enough to recognize Snare-Oh as a threat. It had attacked him and his family back at the music festival. Honestly, Snare-Oh didn't like his chances. He was aware that the alien he was using wasn't particularly useful for punching clouds - Gutrot or Rifter would have been better choices – but he didn't have the luxury of waiting to pick another alien.

As the cloud monster turned its "head" towards Snare-Oh, the mummified hero realized that the purple light in the creature's body was the same one as the water monster. That couldn't be a coincidence. He narrowed his eyes, peering through the dark clouds…and spotted S.A.M. cranium in the midst of the storm. That was it, Ben thought. That must be the source of the monster.

Snare-Oh latched his arms to the edges of the roof and walked backwards, stretching his limbs until the bandages went taut. He then launched himself into the air like a human (er, alien) slingshot, flying towards S.A.M.

"I've got you now!" shouted Snare-Oh.

"I don't think so!" declared S.A.M.

The mad machine aimed a concentrated bolt of electricity into Snare-Oh's chest, shooting the alien mummy out of the storm and down into the streets. It was either pure coincidence or divine comedy that Snare-Oh ended up face planting into the windshield of the Puffy Tour Bus, making Ami jump with a frightened squeal.

"The bugs really are bigger in America," said Yumi jokingly.

Snare-Oh literally peeled himself off the window, shaking his head free of the daze, and stretched his arm around the bus to reach for the door. The alien mummy unraveled himself, slipping inside through the cracks in the door, and wrapped himself together in the front with everyone else.

"There's some kind of device in the eye of the storm – literally," explained Snare-Oh. "Any ideas how we're going to stop it?"

"We need something to short out its electrical power," said Gwen, frowning in thought.

"Snowiest winter I ever spent, I spent in Chicago," said Max.

"Not the time for old man stories, gramps," said Yumi, turning the bus sharply around the corner, causing Trixie and Gwen to slam against Snare-Oh.

"City treated the roads with salt," Max explained. "Kept it stored in trucks like those up ahead."

He pointed up the road where two snow plow trucks were filled to the brim with salt, which made absolutely no sense because it was the middle of summer.

"That's all well and good," said Ami. "Because those clouds are shooting lightning at us, not snow."

"It's not the clouds we need to stop, it's the machine," said Trixie. "And the sodium in the salt should short circuit it."

While the heroes plotted their next move, Vance Vetteroy was hot on the trail of his creation. The weather reporter grimaced as S.A.M. purposely shot a billboard with his face on it and dumped the debris in his path, forcing Vance to swerve around it.

"'Build yourself a robot partner, Vance,'" said Vance sarcastically. "'He'll be great for the action weather team.' Sure, boss, whatever you say…."

Something appeared in in Vance's peripheral and realized that it was the Puffy Tour Bus, being driven by the rock stars themselves along with the alien mummy that was seen rescuing people at the festival. Vance immediately hit the breaks and let them pass. The last thing he needed was for people to know he was associated with S.A.M.'s rampage….

Meanwhile, inside the Puffy Bus –

"Benjamin," Trixie turned to Snare-Oh seriously, "you'll have to get that machine into the trucks, but it will defend itself. Watch out for its lightning attacks."

"You know what they say: lightning never strikes the same place twice," said Snare-Oh before slipping out of the bus.

Snare-Oh swung himself to the rooftops, swinging between the tall buildings as he chased the raging storm cloud across town. He landed on a railway car that carried him across the city much faster than he would have done himself, giving him a slight lead ahead of S.A.M. Once far enough, he climbed to the top of a skyscraper so that he was above the cloud creature. He stretched his arms to either side of the rooftop, pulling himself back for another slingshot.

"One mummy wrap coming up!" said Snare-Oh.

The mummy hero launched himself into the storm clouds, narrowly dodging the lightning bolts by turning his body at the last second. Snare-Oh spotted S.A.M., but the weather master saw him as well. He concentrated another lightning bolt at Snare-Oh's chest, but the alien hero was prepared for it this time. Snare-Oh unraveled the wrappings in his chest, allowing the lightning to harmlessly slip past. He quickly bound himself together and threw all of his bandages at S.A.M.'s cranium, wrapping the machine in a cloth cocoon.

"Stop! You can't do this!" said S.A.M.

"Watch me!" said Snare-Oh.

Snare-Oh turned in the air, spinning once…twice…three times…then on the fourth rotation, he tossed S.A.M. out of the clouds. In an impressive display of marksmanship, the weather machine landed squarely in the truck bed. The shot was so powerful that it knocked the truck on its side, spilling the salt on the pavement. S.A.M. was left half buried in the salt, sparking uncontrollably.

With S.A.M.'s connection severed, the storm clouds dissipated and the skies cleared once more. Snare-Oh whipped out his hand and grabbed another roof edge, swinging down to land in front of the tipped over truck. And not a moment too soon as the Omnitrix blinked red and transformed Ben back to his human form. The Puffy Tour Bus screeched to a stop on the side of the road a few moments later. Ami, Yumi, and the Tennysons exited the bus and gathered around the salt pile, all looking at S.A.M. curiously.

"Well, I guess he'll be a little salty for a while," said Ami, snorting at her own joke.

"Ugh, this is why you don't do puns," said Yumi, rolling her eyes exaggeratedly.

"Good job, Ben," said Max, clapping is grandson's shoulder.

"No problem," said Ben smugly, then looked at S.A.M. "So…anyone know what the deal is with this whacked out machine?"

"It looks kind of familiar," said Ami, touching her chin thoughtfully. She crouched low and inspected S.A.M.'s cranium with narrowed eyes. "I swear I've seen this thing before – "

"Girls, what are you doing?" shouted Kaz, suddenly popping his head out of the bus and scaring everyone present. "We have to get back to the festival! You're set to go on in thirty minutes!"

"Seriously?" said Yumi skeptically. "Shouldn't the festival be cancelled on account of – oh, I don't know - Tenki kaiju?!"

"No, the festival must go on!" said Kaz passionately. "We cannot disappoint all those starry-eyed Puffy Fans who came far and wide to see their favorite rock stars on stages! Besides, I already spent the paycheck on these handsome cheese sculptures shaped in the likeness of our heads," he added, whipping out said cheese heads.

"…those heads are handsome," Yumi admitted.

"Kaz is right, Yumi," said Ami unwaveringly. "Whether rain or shine or freaky kaiju, Puffy AmiYumi will never let their fans down!"

"All right, all right, I know when I'm outnumbered," said Yumi, holding her hands up in surrender. She turned to the Tennysons and asked, "You dudes coming?"

"Uh, duh! Do you need to ask?" said Ben ecstatically.

Everyone boarded the tour bus one by one until Ami was the last. She was about to step inside when she noticed a van pulled up on the side of the road behind the bus. Ami knew that van – it belonged to Vance Vetteroy and his robotic sidekick. She remembered seeing it during their interview this morning. Ami narrowed her eyes suspiciously before slowly stepping inside the bus.

Vance waited until the tour bus took off and disappeared around the corner before stepping out of the news van. The paranoid reported searched up and down the street to make sure nobody was watching, then quickly marched over to the salt pile. He stood over S.A.M., picking up a lead pipe that was conveniently found on the ground.

"Fool me once, shame on you, S.A.M.," said Vance sternly. "Fool me twice, shame on me. It's time you went offline for good."

"I can't let that happen, Vance," said S.A.M. sinisterly, surprising the reporter. The salt should have taken out of commission! "You started all of this, now I need to finish it. Whether you like it or not."

Vance had enough of S.A.M.'s mouth(?). The weather reported lifted the pipe over his head and brought it down on S.A.M.'s glass dome. But the weather machine had more tricks up its sleeve. Just before the pipe connected, S.A.M. released a devastating wave of electromagnetic energy that ripped upp the sidewalk (and Vance's toupee off his bald head.)


The sun had already set over Chicago, but Lollapalooza was still in full swing. Four hundred thousand rock fans packed together in front of the grand stage, screaming and cheering for the next performance, which would be none other than Puffy AmiYumi themselves. Thanks to said rock stars, the Tennysons earned special treatment in the VIP section, which gave them a clear view of the stage without crowd swarming them from all sides.

"Whoo-hoo! Let's go, AmiYumi!" Gwen cheered.

"Rock on!" screamed Ben excitedly.

"I have never experienced this level of dopamine in my life!" shouted Trixie.

Then, at long last, the wait was over as the curtains rose on stage. A spotlight first shined down on Yumi, who opened the number with a hardcore guitar solo. Then a second spotlight appeared above Ami, who's powerful drumbeats accompanied Yumi's guitar. Fireworks exploded as Yumi slid across stage, coming up to the mic stand with 'Rock On' gesture.

"Hello, Chicago! Are you ready to rock?!" Yumi screamed in the mic. The audience jumped and screamed. "I can't hear you!" The audience screamed themselves until they were hoarse. "Now that's what I'm talkin' about! Let's kick this concert off with everyone's favorite classic: Hi Hi! Count us off, Ami!"

"Ein, zwei!" Ami counted (oddly in German), clicking her drumsticks together. "Ein, swei, drei, vier!"

The rock star duo started the opening of the famous song…which lasted about ten seconds before a powerful wind suddenly blew past, knocking Yumi off her feet. The Tennyson watched the show with strange looks when Ben suddenly felt a raindrop land on his nose. When he looked up, it became a full-on shower. Dark clouds rolled across the starry night sky and the wind began to pick up speed, threatening to blow everyone away.

"Oh no, please don't tell me that's what I think it is," Gwen groaned.

The clouds soon funneled into a tornado, which touched down in the middle of the festival grounds. Just as Gwen suspected, there was a dark silhouette in the middle of the twister with a glowing purple "eye" at the center. But the twister was only a small part of the bigger beast.

A grotesque creature of all three weather monsters molded in the sky above the festival, whipping out water tentacles to capture people, shooting bolts of lightning at tents, and blow gale force winds to send everyone flying. And caught in the middle of the mass was Vance Vettaroy, who was slowly being swallowed into S.A.M.'s new body.

"You've got to stop!" Vance pleaded to his creation.

"Only when I get my revenge on those who stopped me before," declared S.A.M., his voice now deeper and spiteful. His "eyes cast a purple spotlight across the venue. First over Ami and Yumi on stage, then to the Tennysons who stayed behind while everyone else fled. "There you are."

"Seriously? We're doing this again?" Yumi complained, fighting against the raging winds.

"It's getting very repetitive," said Ami.

"It's like that thing has become a combo plater of disaster," Max commented.

"If you think you can stop me again," said S.A.M. "You've been greatly misinformed."

The winds started picking up speed again until it started lifting the Tennysons off the ground. They tried holding to the barricade railings, but, obviously, they were bolted to the ground and were carried through the air along with Ben and his family. Ami and Yumi dropped their instruments and dived out of the way as the Tennysons barreled onto the stage, crashing through Ami's drum kit.

Ami and Yumi helped the Tennysons to their feet when Ben noticed S.A.M. shining his spotlight on them. S.A.M. charged up and threw an electric bolt at them, forcing everyone to scatter. Ami and Ben rolled underneath the stage scaffolding, Max and Gwen took shelter behind the amplifiers, and Yumi and Trixie dived backstage (and saw Kaz running out the door with his cheese heads.)

Yumi and Trixie pressed themselves against the curtains and cautiously peeked out. While they were witness to S.A.M.'s destruction, they noticed something off about the machine.

"Is that…humming?" asked Trixie curiously. "It sounds familiar."

"It should," said Yumi seriously. "That's the opening to 'Hi Hi!' The creepoid jacked our song!"

Meanwhile, underneath the stage scaffolding –

"Please tell me you have an alien that can take care of that thing?" Ami pleaded to Ben as the young hero cycled through his choices.

"I've got this handled," said Ben confidently. "Wait until you get a load of Rath."

He slapped down on the Omnitrix's faceplate and exploded in a flash of green light. But when the gleam faded, Ben realized that he had not transformed into an Appoplexian, but –

"Buzzshock?" said Buzzshock with his crackling voice, looking down at his hands.

"Is that bad?" asked Ami worriedly.

"Actually," said Buzzshock, a sly grin slowly curling on his face. "I can work with this!"

The Nosedeenian zipped out from underneath the scaffolding as a streak of electricity, reforming in the middle of the stage. The electrified hero cackled insanely as S.A.M. turned his spotlight on Buzzshock.

"You wanna wreck Puffy AmiYumi's concert?" Buzzshock screeched. "Well, you're in for a shock!"

Buzzshock threw a concentrated bolt of electricity from his hands, landing the blow in the middle of S.A.M.'s…gut, I suppose. The Nosedeenian then transformed into living electricity again, zipping back and forth around the monstrous mass, repeatedly slamming his head into S.A.M.'s weather beast. S.A.M. was unperturbed but his miniscule assault and shot his own lightning bolt. Buzzshock, however, naturally absorbed the electricity, cackling like a lunatic, and continued his attack twice as fast.

Meanwhile, Ami ducked behind the stage curtains to the backstage area, where she saw her girlfriend and the Tennysons moving equipment around.

"Ben's trying to fight that thing off, but it's not working!" cried Ami. "We have to help him!"

"And we're doing just that," said Mx as he fiddled with the soundboard.

"Ami, you remember the weather robot we interviewed this morning?" asked Yumi as she brought out two guitars – one purple, the other pink. "Trix thinks that might be what's controlling the weather creeps."

"That makes sense!" said Ami. "That device we saw in the salt truck – that was S.A.M.'s head! And I definitely saw the news van when we were leaving! It was that weather report, Vance – he's the one behind it!"

"If that weather robot is the power source of the atmospheric anomalous," said Trixie as she and Gwen plugged in the amps, "and all along, it's been sending out that humming, then all we have to do is create a sound on the opposite end of the frequency spectrum. Ami, Yumi, that's where you come in." She addressed the rock stars. "You two need to short out that robot and give Benjamin an opening."

"Leave it to us!" said Ami confidently, strapping on the pink guitar.

"Rock on!" cheered Yumi.

Back on the battlefield, S.A.M. realized that attacking Buzzshock with electricity was pointless, so it started whipping out water tentacles in an effort to short-circuit him. The Nosedeenian zipped around the liquid limbs, too fast for S.A.M. keep up, and dived into the grill of a trailer truck. The truck's engines roared as its flood lights came on. Buzzshock internally shifted the trucks gears and pressed down on the acceleration, driving the truck straight into the weather titan. But S.A.M. almost casually whipped the truck away, sending it crashing near the stage where it exploded into flames.

Buzzshock flew out of the wreckage, sliding across the grass on his face with a groan.

"This is not going as well as I thought," Buzzshock groaned, prying his face out of the dirt.

"Ben!" Max called, making Buzzshock look onstage. He spotted Ami and Yumi standing out in the open with their guitars primed while his family stood off to the side, massing with the sound controls. "We programmed the feedback frequency you need into the amplifiers. Ami and Yumi are going to start play and create an opening inside that weather monster. Your job will be to get in there and destroy the machine – "

S.A.M.'s light illuminated their position again. A bolt of lightning shot towards Ami and Yumi, but Buzzshock jumped in its path, absorbing the energy into himself.

"Start playing – fast!" Buzzshock squealed before ducking under a sweeping tentacle.

"Count us off, Ami!" said Yumi enthusiastically, standing back-to-back with her partner.

"Uno, dos!" Ami counted, tapping her foot to the beat. "Uno, dos, tres, quatro!"

The rock star duo shredded their guitars in perfect synch; their riffs blasting out of the loudspeakers like roaring thunder. S.A.M. took another swing at Buzzshock with his water tentacle while the alien hovered near the stage. But before it could connect, the tentacle suddenly fell apart and plopped onto the grass as a muddy puddle.

S.A.M. seemed momentarily befuddled before trying again, once again meeting the same result. It appeared that when his creature got too close to the stage, the sound of AmiYumi's hardcore riffs destabilized his construct. S.A.M. attempted to remedy the solution with a lightning bolt to the rock stars, only for Buzzshock to intercept and absorb the electricity. Moving forward was no longer an option, S.A.M. surmised, and slowly began to retreat –

"He trying to distance himself!" Gwen called, pointing at the fleeing monster.

"Trixie, crank it up!" yelled Max.

Trixie gave him a thumbs up and cranked the volume up to eleven…then she removed the padlock on the soundboard and cranked it up to a twelve.

Buzzshock, Max, Gwen, and Trixie all cover their ears as their eardrums was assaulted by what could only be described as three-thousand pounds of dynamite going off at once. Ami and Yumi were, of course, were completely unaffected.

The soundwaves blasted across the festival grounds, everything that wasn't bolted to the ground flying. They sliced through S.A.M.'s weather construct like a hot knife through butter, leaving gaping holes in the atmospheric monster. One such hole broke Vance Vetteroy free, dropping him on the ground. The rocking riffs blasted more and more chunks away until one powerful chord from Yumi blasted a gaping hole in the construct, exposing S.A.M.'s core –

"Ben, now!" screamed Gwen.

Buzzshock cackled with joy as he curled himself into a ball of pure electricity and launched himself. S.A.M. tried desperately to repair the gap, but Buzzshock managed to slip in at the last second and dived straight into S.A.M.'s circuitry.

"You are giving me a headache!" cried S.A.M.

"Ever get that feeling like your head is gonna explode?!" Buzzshock cackled.

S.A.M. cranium buzzed and sparked as electricity surged through it systems until, finally, Buzzshock burst out from the top of S.A.M. dome, shattering it.

With S.A.M. no longer able to hold his construct together, the weather monstrosity collapsed into a massive mud piles that splashed over the entire festival grounds, including the stage. Yumi glared as she dripped with mud from head-to-toe while Ami, equally dirty, giggled and poked her partner's cheek.

"Looks like you do need a shower after all," said Ami jokingly.

"Can it," said Yumi grumpily.

Thankfully, all the festivalgoers were alive and unharmed, though they were all going to be needing showers by the end of the night. Among them was also Vance Vetteroy, who collected the broken remains of his creation. Rather than feeling angry or disappointed, Vance tossed S.A.M.'s carcass away, washing his hands of the drone (metaphorically.)

"Well, glad that's over," said Vance as Buzzshock, the Tennysons, and AmiYumi approached. "I think from now on, I'll just report the weather, not try to change it."

"Please do," said Trixie. "Leave the mad science to the professionals.

"I guess there's nothing that wrong with just…being another handsome face, huh?" said Vance humorously.

"Yeah, good luck with that," said Yumi, staring at Vance's bald head.


Despite all the attacks and setbacks, Chicago proved to be a resilient city, especially its rock 'n roll fans. Within an hour, the festival grounds were clean, the stage was fixed, and the audience was back for another show. Ami and Yumi stole the show as they played a rendition of their number one sing: "Kore ga Watashi no Ikiru Michi." Ben and his family were in the front again, whooping and hollering as loud as the rest of them. Even Max was shaking his head to the beat.

"They're no Shag Carpeting," said Max, "but they're pretty great."

"They're better than great!" Gwen cheered. "They're rock legends! Woo-hoo! AmiYumi!"

"So, what'd you think about your concert, Trixie?" Ben asked his friend.

"It certainly was…memorable," said Trixie amusingly.

"Thank you, Chicago!" yelled Yumi as they finished the song. "This next one goes out to the most rockingest family on Earth! You know who you are!"

"Ichi, ni!" Ami counted, clicking her sticks together. "Ichi, ni, san, shi!"


Just a heads up to everyone, but I've finally made my own account (both for FF and AO3). Ben 10 Omniscentience will continue on Red's page, but all future installments of the Trixie-Verse will be posted over on PinkReef.

And a little side note, check out Red Reef's account of at AO3. She has now fully committed to that site and is posting new stories over there rather than FF.

Next chapter: A Trixie in Time