June 3, 2016

Chicago, IL; 11:36 am

"Looks like mom is spoiling Ken again," Gwen said while scrolling through her Facebook feed. Ben looked over her shoulder and saw a picture of Ken riding his new bike. She had said it with a smile, but he felt like there was something else hidden underneath it. He chose to ignore it as they reached the festival grounds. Tall fences were lining the perimeter and a tent with a metal detector and security gourds being the only way in. "This seems a bit excessive," Gwen said with a confused expression.

"You don't go to festivals often," Ben said with a chuckle. "With how crazy the world's gotten, I'm surprised they aren't more common." Emptying his pockets and removing the watch, he stepped through only to get stopped.

"I'm gonna need you to step over here for a moment." A large muscular man pulled him aside. "I'm gonna need you to explain what this is." The man laid the Omnitrix in front of him. Ben was used to being questioned when it stuck to his arm. Metal detectors would freak out every time he walked through them so Max had forged medical documents to get passed it all. This was the first time being pulled aside for it since he received the upgraded model.

"It's just a fancy watch, Sir," Ben said trying to seem as innocent as possible. "I'm not sure what else you were expecting."

"This 'watch' is way too advanced to just be a watch. There are too many knobs and buttons on her and you can't even tell the time." The security guard examined the watch closely but refused to press anything in fear of what it may do. "You're not trying to smuggle some kind of bomb are you!?"

"B-bomb!?" Ben was shocked or at least appeared shocked. He knew that it was much more than a bomb, but without setting in the correct sequence, it wouldn't activate and unless worn by him, it was nothing more than an accessory. "There has to be some kind of mistake. It's just a cool watch that's all."

"That's quite enough, Bires." Another guard said. The first guard, whose name is probably Bires, straightened his posture and laid the watch back onto the table. "Sorry about all this. Bires here is ex-TSA. You know how paranoid they can be, but before that, he was a marine and with that, he's one of the finest members of my crew." The man said with a smile. He gave the watch a once over before returning it to Ben. "I hope this doesn't ruin your experience today."

"No, I think I'll be alright," Ben said with a small smile. "Am I free to go now?" The man nodded and he ran to catch up to Max and Gwen who had been waiting nearby.

"Everything alright?" Gwen asked concerned.

"Yeah, it's not the first time I've been questioned over this thing. Anyways this is a lot more than I was expecting." There were large stages scattered across the area with stalls for food and games littered between them all. In the distance, a Ferris wheel could be seen.

"That's odd," Max said confused, "the website didn't say anything about a carnival."

"It was a last-minute addition." A woman in a green and blue uniform said while handing them a map of the festival grounds. "The mayor thought it'd be good for tourism." Looking over the map, the festival grounds seemed to be much larger than they expected. Stages and stalls circle the area with the Ferris wheel in the center. "There will also be a parade at two! You won't want to miss it." The woman said before running over to give out more maps.

"Well, it looks like one of the performances is about to start. Why don't you two go check it out while I look for some food for us." Max said pointing out a nearby stage on the map. It was a smaller band to play compared to the big names appearing later that night. Even so, a sizable crowd had formed around the stage eagerly waiting for them to start.

The crowd erupted in cheers when the band finally came out. Funny enough they were in suits and played strings and brass instruments while the singer rapped over it. It was a cool mix that Ben appreciated and Gwen seemed to enjoy it as well. When they were younger, he'd tease her for listening to classical piano and orchestras, but he'd still see her nodding along to some of his more hyper songs. He started to wonder what kind of music she listens to now., what she did in her free time, what shows and movies she watches. He was beginning to realize that he didn't know much about his dweeb of a cousin.

After the band finished their set, the two made their way back to the entrance where Max was sitting on a bench. He handed Ben something greasy and fried and Gwen a wrap of some sort. They both bit into their food and were glad that their grandpa hadn't given them anything that could be used as bait. After finishing their lunch they went around and looked at the festival grounds. An art exhibit caught Gwen's attention and Ben had to admit that some of the pieces looked pretty cool while some others were bland, but Gwen seemed to love it all and that put a smile on his face.

After the art show, Ben wanted to look at the carnival games they had hoping to win a prize. He quickly found a test your strength game with a giant panda as the big prize. Giving the attendant a dollar and getting into a ready stance, Ben slammed the mallet on the button sending the metal up the tower straight into the bell turning on all the lights along the way. With a huge grin on his face, he walked over to the attendant who handed him a small cat plush.

"A cat!?" Ben questioned, "But I hit the bell! I won the big panda!"

"This High Striker works differently kid." The attendant then pointed out a patch of red right below the bell. "You have to get the puck to stop there to win the panda. Want to try again?" The attendant put out his hand eagerly waiting for another dollar. Ben reached into his back pocket to pull out a dollar but stopped when Gwen put one in his hand instead. "Alright, little lady! Let's see if you can show your boyfriend here how it's done."

"Boyfriend!? Look we're not-" But before he continued Gwen slammed the mallet down on the button sending the puck up all be it a slower pace than Ben's. The lights slowly lit up one by one and barely made it to the red causing the two big lights to turn on and a loud bell to start going off.

"CONGRATULATIONS! Here's your prize!" The attendant brought over the stuffed panda that practically toppled her over when she tried to carry it. Ben was dumbfounded that she could win so easily. He turned to start arguing with her for a rematch, but she had a look on her face that made him forget why he was even mad.

"Wanna trade?" Gwen asked still struggling to hold giant plush. "I was hoping to get the cat but it looks like I wasn't strong enough." She said with a chuckle. He took the panda out of her hands and handed her the little black cat plush. She gave it a quick hug before putting it into her purse to keep safe. Realization dawned on him. How was he supposed to carry this thing around all day!? He was about to demand they switch back when Gwen and Max ran over to the main road to watch the parade.

He ran over to join them and saw the floats go by one by one each having a giant balloon attached to it. On one of the floats was an older man in a suit with a microphone. "Thank you, everyone, for coming to our Summer Festival." The man started his speech, but Ben couldn't help hearing the other spectators whispering to themselves. "Was the mayor always that thin? He looks like he hasn't slept in months. I had just seen him on TV last week; he didn't look this bad." Something felt off and he looked around trying to find a clue to what was going on. Finally, he looked at the balloon attached to the mayor's float which was of a familiar-looking clown. "With the way our country's been feeling so divided, I think what we all need is a good laugh." At that moment the balloon started to release a purple gas over the festival grounds.

"GWEN!" Before he realized he was covering Gwen's mouth to prevent her from breathing in the gas. Max caught onto what was going on next and quickly covered his own. The audience quickly began to laugh hysterically unaware of the laughing gas taking over them. They desperately searched for somewhere they could hide from the gas and come up with a plan. Eventually, they found a couple of port-a-potties and hid inside.

Finally being able to breathe, Gwen tried to turn to look at him in the tight space. "What's going on!?" she screamed between heavy breathes.

"Zombozo's happening," Ben said with a scowl. Cycling through his aliens he got ready for a fight. "I need you and grandpa to get to the rust bucket and get the gas masks. Then get back here and help get as many people as you can out of here." Finally happy with an alien he opened the door. "I'm gonna try and get rid of the gas and takedown that clown!" Slamming down on the Omnitrix, Ben could feel his entire body change and begin to warm as fire sprouted out of the cracks of his molten skin.

Thankfully, Heatblast seemed to be immune to the gas's effects and made his way deeper into the grounds. He found himself at the base of the Ferris wheel and shot himself to the top above the gas. Looking around he found dozens of the giant balloons and threw a fireball at one of the balloons. The balloon exploded and the gas began to burn and turn black. The laughter soon turned to blood-curdling screams as the crowd started to run and some even started to attach each other.

"Neat trick I got there huh?" Ben turned around to see the vampiric clown on a nearby balloon. "This laughing gas has a neat property that when exposed to a flame turns into a dangerous fear toxin." The clown began to laugh maniacally.

"You go MIA for eight years and then you show your sorry face using a scheme straight out of Kangaroo Commando. Is this the best you got?" He quickly shot himself over to the clown and went in for a punch but missed by a mile. All the laughing was making him stronger, but he couldn't tell where his power source was. He tried to shoot fire at him instead, but he simply dodged it causing another balloon to explode and more screams to follow.

"Jokes on you kid, there's nothing you can do to stop me!" Jumping from balloon to balloon, Ben chased after the clown deeper into the festival grounds.


As soon as Max handed her the gas mask, Gwen was right out the door. Laughter, screams of terror, and occasional loud explosions overpowered Max's calls for her to stop, but she probably wouldn't have even if she did hear them. Just as she was about to pass the security checkpoint, one of the security guards in a gas mask stopped her.

"Where do you think you're going!? Don't try to be a hero kid!" She couldn't see his face, but the name tag said his name was Bires.

"Sir, my cousin is still in there! I'm not leaving without him!" She demanded loudly. Everything that protocol said he should turn her away and wait for the police, but his intuition was telling him that she could handle herself.

"Find your cousin then get the hell out of there!" He quickly ran over to help get some of the others to safety. Not wanting to waste any more time, Gwen ran into the gas.

Retracing her steps, she found where they had stood for the parade with nothing but people laughing on the ground and the giant panda trampled. Another explosion deeper in the gas told her which way she should go. The deeper she went the more scared the crowd became. Eventually, she came to the Ferris wheel, but still no sight of Ben or Zombozo. Another explosion, but this time it was followed by a burst of hideous laughter. Looking up she could see a burning man in a fistfight with a clown. As comical as it sounded this was no laughing matter. She ran up to the Ferris wheel debating on whether or not to climb up when something grabbed her ankle. She was about to go in for a kick when she realized it was the mayor sitting against one of the carriages.

"That crazy clown rigged the Ferris wheel as some kind of battery." The mayor was visibly terrified but was fighting through it with all he had. "If you can somehow take out the wheel then he should lose his power." Doing her best to move the man, Gwen leaned him away from the carriage before starting the ride.


Nothing he could do was working. A crowd of this size had made him too powerful for Ben to fight normally and he couldn't take out the gas without harming more people and being a walking campfire was only causing the balloons to pop if he stayed on them for too long. He was about to try to go after the clown again when he saw the Ferris wheel lit up and begin to turn. Deciding that would probably be the safest place for him to stay, he jumped on and tried to come up with a plan.

"BEN!" A voice below him took him out of his thoughts. "The wheel is his siphon!" Gwen was in one of the carriages on her way to the top.

"Who knows how many people are at the bottom of this. I can't take out the wheel without hurting more people!" Ben was beginning to get more frustrated by all this.

"You don't have to!" She yelled back at him. "The center plate looks like one of those orbs he used on his psyclown." She pointed to the giant place in the center of the wheel. "Take out the plate and then you can take out the clown."

Grabbing his cousin, Ben jumped off the wheel and did his best to slow his descent as to not hurt her. Once they reached the bottom, he began shooting the center causing the glowing blue orb to turn a bright red and begin to crack. In the corner of his eye, a metal ball was flying towards him but didn't have time to stop it. Just before it his, a blue plate blocked it causing it to explode on contact.

"Great he has bombs too!" Ben yelled not trying to hide his annoyance.

"Focus on the orb I have you covered!" Gwen commanded as she continued to block incoming attacks. She was thankful the mask was covering her face because she couldn't hide how exhausted the magic was making her. Thankfully it didn't take too long for the orb to shatter, but now the entire wheel began to implode onto itself. Doing her best to catch the large debris as it fell she couldn't protect them from another incoming bomb.


She could feel the wind blowing against her exposed burn flesh as she tried to pick herself up. The wheel had completely broken apart and fell around them. She couldn't stop the tears from pooling inside the mask and wanted badly to undo the straps so she could clean out the moisture obscuring her vision, but that would mean exposing herself to the gas. A bright light was visible and led her away from the destruction. She was dragged over a counter and then heard a loud shutter slam shut.

"We should be safe for now." The crackly voice of the alien was all she needed before she almost tore the mask off her face. She gasps for air but inhaled smoke and dust. "Take it slow," he told her. "I cleared out the gas in here, but there probably isn't much clean air left."

She took in slow breaths and tried to speak. "What happened to Zombozo?"

"I don't know. He probably didn't get far with his lunch ruined. The bigger issue is those balloons. We can't start clearing this place out until they're gone." He sat down in the far corner of what she could now tell is a food stall.

"I'm guessing igniting them is out of the question sounds of terror outside is anything to go by." Putting two and two together she figured the ignited gas somehow worked as some kind of fear toxin. The gas isn't flammable enough to ignite on its own otherwise Heatblast would have blown the entire festival ground to the moon. The remaining vapors from the gas are what causes the fear to take hold. It doesn't last long but it seems powerful enough that a small dose is all that's needed to stay in your system for a while. "If we can somehow contain the explosion do you think you can clear out the remaining gas in the balloons?"

Ben thought it over for a bit. "I have maybe another fifteen maybe twenty minutes left. Whatever you have planned you have to make it big." Gwen stood up and cleaned out the inside of the gas mask before putting it back on. It's all or nothing.

After quickly going over the plan, the two jumped out of the stall and ran over to the closest balloon. Ben shot himself up as Gwen formed a barrier surrounding the balloon. Within seconds a large explosion erupted against the barrier causing Gwen to grit her teeth from the impact. Once the smoke cleared Ben gave her a thumbs up and they went onto the next balloon.

One after the other, each balloon popped. The gas had started to thin as they cleared out the sources. They just had one left which was arguably the largest. With sweat pooling up in the mask, Gwen called up the last barrier around braced for the impact. The explosion, however, was too much for her and quickly shattered the barrier forcing the toxic vapors to spread around her and sending Ben flying who knows where.

Gwen fell to her knees clawing at the straps as she felt bile rising in her throat. A large hand tore the mask off her head along with some hairs. Zombozo watched as she emptied her stomach onto the concrete and begin hyperventilating. The toxin quickly entered her system and panic took over all of her senses.

The terrifying clown pulled out a comically large gun and aimed it at her cocking back the hammer. She desperately wanted to do anything whether it was to fight back or ran, but her body refused to listen to her and just continued to try and take in as much air as it could get which only out more of the toxin into her system. Just as she thought she was done for a large fireball threw the clown back. A furious Heatblast was charging towards them, but the clown was quickly back to his feet running deeper into the gas. Ben stopped briefly trying to decide between helping his cousin or chasing after the clown. Gwen's vision was fading, but she knew he made his decision when she saw him disappear into the gas and everything faded to black.