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Ace Lightning facts for kids

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Ace Lightning
Genre Superhero
Science fantasy
Created by Jim Corston
Rick Siggelkow
Developed by Jeff Beiderman
Starring Thomas Wansey
Marc Minardi
Shadia Simmons
Ashley Leggat
Michael Riley
Opening theme "There's A Hero"
by Four Square
Country of origin United Kingdom
Original language(s) English
No. of seasons 2
No. of episodes 39
Running time 23 minutes
Production company(s) Alliance Atlantis
Distributor Alliance Atlantis
Original network CBBC
Original release 4 September 2002 (2002-09-04) – 18 May 2005 (2005-05-18)

Ace Lightning is a children's television series co-produced by the BBC and Alliance Atlantis. The series was originally broadcast in the United Kingdom but was also aired in other countries including the United States, Australia, New Zealand and South Africa. The show was filmed in Canada, but the program was set in the United States. It ran for two seasons, and spawned a number of merchandising products. The series premiered on 4 September 2002 and ended on 18 May 2005

The programme featured live actors interacting with computer animated characters from a fictional video game. The series is significant in that until its creation, live action and CGI had not been attempted to such a huge and constant degree within a weekly television serial.

Series overview

The series follows the life of British teenager Mark Hollander who moved to the American town Conestoga Hills with his parents. One stormy night, Mark plays his favourite video game, the fictional Ace Lightning and the Carnival of Doom - a superhero-based adventure game where hero Ace Lightning traverses the Carnival of Doom to find the pieces of the magical Amulet of Zoar, whilst battling his nemesis Lord Fear. Mark stumbles across a mysterious seventh level which is not meant to exist. A lightning bolt strikes the antenna on his roof, and through an electrical surge, the characters of the game come to life. Ace hires Mark as his sidekick to fulfil the game's objectives in the real world. Mark's life is turned upside-down, and his duty as a Lightning Knight affects his school grades and social life, often forcing him to make excuses to his family and friends. Meanwhile, Lord Fear's group of villains occupy the town's rundown Kent Bros. Carnival.

Most episodes balanced Mark's social issues and dealing with the game characters, and the animated characters fighting over the collected Amulet pieces. The world and rules of the game played out in Conestoga Hill; for example when two pieces of the Amulet were connected, a new character or weapon would be summoned. Four human characters learned of Mark's double life including his best friend Chuck Mugel, girlfriend Kat Adams, school teacher Mr. Cheseborough who comes to the belief that the characters are aliens, and Mark's cousin Ashley. Another character who is aware of the goings on is Duff Kent, the owner of the carnival who is shanghaied into being a minion for Lord Fear. An ongoing story was the love triangle between Ace and villain Lady Illusion, who was Lord Fear's mistress throughout the first season but betrays him in the finale.

The first season ended with Mark winning the game, with all the antagonists save Lady Illusion returning to the game world. In the second season, Chuck becomes Ace's secondary sidekick, and all of the villains return under the leadership of a new antagonist named Kilobyte. Kilobyte was created by Rick Hummel, a computer repairman and former games developer who took on the alias the "Master Programmer". Rick developed the program that brought the game to life, but was ridiculed and fired as a result. He desired to prove his worth by bringing the characters to life and ultimately conquering the world. A blackout in his shop allows Kilobyte to become independent, determined to rule the world. In the series finale, Ace and Lord Fear join forces and banish Kilobyte to the game world. However, Lord Fear turns on Ace and mortally wounds him, only to reveal that Lady Illusion took his place, and she dies in Ace's arms.


The cast of characters balances live human characters who lives in the town of Conestoga Hills, and computer-generated characters from the fictional video game Ace Lightning and the Carnival of Doom. The main protagonist is 13-year-old Mark Hollander (Thomas Wansey), a British teenager who immigrates from the United Kingdom with his parents. He wants a normal life, but the antics of the video game characters disrupts his friendships, grades, and social life. He often interacts with his school friends and trying to keep them in the dark. His best friend Chuck Mugel (Marc Minardi) is an avid fan of the game, and becomes Ace's secondary sidekick in the second season. Mark has three girlfriends during the series - next door neighbour Samantha Thompson (Shadia Simmons) who moves to a private school in the second season, gossip girl Heather Hoffs (Petra Wildgoose), and headstrong Kat Adams (Ashley Leggat) who wants to be a journalist.

The titular character, Ace Lightning (Michael Riley), is a superhero from the Sixth Dimension and a member of the authoritarian organization known as the Lightning Knights. He starts off as a snarky, courageous hero who does not understand much about human relations or their culture, but over time evolves into a better person. He starts secretly dating Lady Illusion (Tamara Bernier Evans), a shapeshifting villainess who is mistress of the main antagonist Lord Fear (Juan Chioran). The love triangle between the three is a main storyline in the series. Lord Fear himself is a lich who was crippled by Ace in the past and wishes to use the magical Amulet of Zoar to conquer the world. He leads a small band of minions and operates from the Carnival of Doom, actually a rundown carnival owned by Duff Kent (Phillip Williams) who is used as a slave by the villains.

The second season introduced Kilobyte (Ted Atherton), a sinister man who usurps Lord Fear and plots to slowly hunt Ace and destroy him. Kilobyte was created by Rick Hummel (Brett Heard), a programmer on the original game who was fired after developing the program that brought the characters to life. He works as a computer repairman and takes on Chuck as an employee. Another notable character is Mr. Cheseborough (R.D. Reid), Mark's science teacher who becomes convinced the game characters are aliens after being briefly abducted by Lord Fear, and becomes increasingly paranoid over the series.


Season 1 (2002–2003)

The season aired between September 2002 and March 2003. When broadcast in America, the episodes were shown out of order, which sometimes resulted in severe continuity errors. For instance, "Tunnel of Love" was shown before "Once Upon a Hero." Random Virus would show up as an established character the day before he would be established.

Chapter Title Directed by Written by Length Original air date
01 01 "The Game Begins" Don McCutcheon Sean Kelly 24:59 September 2, 2002 (2002-09-02)
During a stormy night, Mark Hollander plays a video game, Ace Lightning and the Carnival of Doom, discovering a seventh level that should not exist. A lightning bolt strikes the house, causing the game's characters to come to life in Mark's backyard. Ace Lightning recruits Mark as his sidekick to collect the pieces of the Amulet of Zoar, and capture his arch nemesis Lord Fear, who takes up residence at the rundown Kent Bros. Carnival. Mark starts his first day at Conestoga Hills Middle School, and later receives a piece of the Amulet from Ace. Ace finds the carnival but is captured by Lord Fear's gang.
02 02 "The Trap is Set" Graeme Lynch Sean Kelly 24:59 September 3, 2002 (2002-09-03)
Mark informs his friend Pete about the game coming to life. Ace is imprisoned and tortured by Lord Fear and his minions. Mark, accompanied by his new friend Chuck Mugel, travels to the carnival and tries to rescue Ace, but flees. That night, the carnival opens to the public, allowing Mark to sneak back in and free Ace. He then discovers Dirty Rat, disguised as a stuffed rabbit, plans to bomb Samantha Thompson and Brett Ramirez. Mark throws the rat skyward, Ace grabbing the bomb and disposes of it.
03 03 "The Substitute" Don McCutcheon Sean Kelly 24:59 September 4, 2002 (2002-09-04)
Lord Fear and Pigface kidnap Mark's science teacher, Mr. Cheseborough, and replace him with Lady Illusion in disguise, as part of a trap to destroy Mark. In class, Lady Illusion puts Mark and Chuck in detention. Realising something is amiss, Mark searches the carnival for the real Mr. Cheseborough but is cornered by Pigface and Dirty Rat, Ace rescuing him. Samantha instead finds Mr. Cheseborough, discovering he is being used as a sideshow.
04 04 "Face the Music" Don McCutcheon Sean Kelly 24:59 September 5, 2002 (2002-09-05)
Mark tries to skip school but his parents encourage him to go to detention. On the way to school, the school bus is pursued by Lord Fear and Duff Kent in their ice cream truck, but Ace causes them to crash. Mark helps Ace sneak into the school, while Lord Fear deploys Pigface to back up Lady Illusion. Dirty Rat hypnotises Mr. Cheseborough to erase his memory of his abduction and then frees him. During detention, Lady Illusion shows a gas bomb at the boys, Chuck becoming delirious. Mark and Chuck flee to the cafeteria, where Ace engages Lady Illusion and Pigface in battle til they flee. Mark worries about Chuck knowing his secret, but Ace reassures him that he won't remember once the gas wears off.
05 05 "There's No Place Like Home" Gail Harvey Mark Leiren-Young 24:59 September 6, 2002 (2002-09-06)
Ace begins to lose energy without a reliable power source to recharge. Mark's class visit Conestoga Hills' observatory, where Chuck tells the urban legend of the Radioactive Guy, a scientist who went mad after being exposed to the radioactive waves of a comet. Mark's cousin Ashley meets Ace, mistaking him for the Radioactive Guy. Ace continues to lose power but comes to Ashley's rescue when she wanders in the carnival alone. Mark takes Ace to the observatory where he is able to recharge, chasing off the villains. Ace decides to live in the observatory, naming it the Thunder Tower. Ashley promises to keep Ace a secret.
06 06 "Opposite Attraction" Giles Walker Jeff Beiderman 24:59 September 10, 2002 (2002-09-10)
Lady Illusion strikes out on her own to find a way back home, stealing Lord Fear's piece of the Amulet. Mark's romance with Samantha is jeopardised when he learns Ace has captured Lady Illusion. However, to Mark's surprise, the two wayward superhumans fall in love. Dirty Rat informs Lord Fear who storms the Thunder Tower to win back his lady. Lady Illusion claims she was trying to steal Ace's piece of the Amulet, which Lord Fear falls for. When Lady Illusion connects the Amulet pieces together, it summons the Lightning Lance, which chases off the villains. At the end of the episode, Mark is able to rebuild his relationship with Samantha.
07 07 "Only Human" Gail Harvey Alan Grant 24:59 September 11, 2002 (2002-09-11)
Lord Fear gains another piece of the Amulet, using it summon the maniacal jester Googler and his puppets Zip and Snip. When Googler confronts Ace, his puppets zap Ace of his superpowers. Ace disguises himself as a police officer and turns to Mark for help, believing he is useless without his powers. Mark rescues Chuck and Samantha from a decrepit treehouse. Ace is lured away by Dirty Rat, allowing Mark to be knocked out by Googler and taken to the carnival, where he is placed into a dunking tank to be devoured by Zip and Snip. Ace confronts the villains, understanding the importance of Mark as a friend, regaining his powers and frees his sidekick.
08 08 "Behind the Mask" Don McCutcheon Richard Clark 24:59 September 12, 2002 (2002-09-12)
On Halloween, Mark throws a party at his house but has to rescue Chuck when Pigface and Dirt Rat mistake him for Ace, since he is wearing an Ace Lightning costume. Meanwhile, Duff turns to Ace for help to rid himself of Lord Fear. When they go to confront Fear, Duff chickens out and tries to set up Ace into a trap, but the superhero escapes, also rescuing Mark and Chuck from their pursuers.
09 09 "Once Upon A Hero" Graeme Lynch Neil Richards 24:59 September 13, 2002 (2002-09-13)
Dirty Rat obtains Ace and Lord Fear's pieces of the Amulet in an attempt to summon his own minion, leading to the arrival of the cyborg Random Virus, Ace's old friend, who suffers from two conflicting programs. Mark is terrified of Random, but plucks up the courage to confront him when Dirty Rat commandeers Chuck's experimental robot to use as a secondary weapon. Ace comes to aid him, Lord Fear also arriving when Duff informs him of the rat's schemes. Mark rescues Chuck's robot and returns it to him so he can win a science competition, while Ace promises to keep an eye on Random, who lives in the town's junkyard.
10 10 "Knights Under Cover" Don McCutcheon Jeff Beiderman 24:59 September 17, 2002 (2002-09-17)
Mark discovers Samantha has gained a part-time job at the carnival and attempts to dissuade her from taking it. Lady Illusion informs Ace of a plan by Lord Fear to use Samantha as bait, but upon returning to the carnival, it is revealed she is in on a secondary trap. Mark and Ace decide to spy on Samantha during her first day, disguised as a girl and a motorcyclist. Wayne Fisgus falls for Mark's girly disguise and flirts with "her". After the carnival closes, Samantha finds herself locked in and under attack by Zip and Snip. Mark rescues her and Chuck, while Ace battles Googler. Lady Illusion throws a bomb at Ace, deliberately missing and hits Googler instead, though Lord Fear dismisses it as a fluke.
11 11 "Tunnel of Love" Graeme Lynch Mark Leiren-Young 24:59 September 18, 2002 (2002-09-18)
Lord Fear kidnaps Random, prompting Mark to help Ace search for him. Mark turns to Chuck for help finding a way to prevent Random from turning evil in the video game, but Samantha, fed up with Mark's constant excuses, dumps him and goes out with Brett. Mark, determined to win Samantha back, follows her onto the Tunnel of Love with Chuck in tow. Inside, he spots Random and goes to rescue him. Lord Fear appears, convincing Random to join his side. Ace crashes in through the roof armed with the Shield of Justice and tosses it to Mark, using its abilities to blast Random with a deflected lightning bolt, restoring his sense of reason. Samantha confronts Mark outside, realising how far he will go to win her back and they get back together.
12 12 "Nobody's Hero" Giles Walker Richard Clark 24:59 September 19, 2002 (2002-09-19)
Mark's social life begins to collapse around him. His grades are failing, his parents ground him, and his relationships sour while Ace struggles to retrieve a new Amulet piece from the carnival. Lord Fear stalks and later kidnaps Mark to seize his piece of the Amulet. Ace rescues Mark and fights the villains while Mark obtains the new Amulet piece, summoning Sparx. However, her condescending comments to Mark causes him to quit being a Lightning Knight.
13 13 "Ace's Wild" Gail Harvey Alan Grant 24:59 September 19, 2002 (2002-09-19)
During a battle against the villains, Ace is zombified by Googler's puppets, rendering him a brainless slave at Lord Fear's command. Sparx flees from Ace, and turns to Mark for help, who is rebuilding his life after quitting the role as Ace's sidekick. However, he has a change of heart when the brainwashed Ace attacks Sparx in his backyard and then targets him. With Chuck's help, Ace is freed of his brainwashing and saves Sparx from Lord Fear. Mark becomes a hero again, earning Sparx's apology and respect.
14 14 "The Field Trip" Anthony Browne Jeff Beiderman 24:59 February 16, 2003 (2003-02-16)
Mark dreads going on a field trip to the carnival, and decides to be honest with Samantha about his feelings and his secret life. At the Thunder Tower, Anvil destroys the Lightning Knights' transformer. Ace tries to repair it, while the rambunctious Sparx decides to take the fight to Lord Fear, but is instead used as bait to lure Ace. Mr. Cheseborough and the other students are trapped, while the game characters duel. Mark and Samantha free their friends, while Ace and Sparx fight Lord Fear. At the end of the episode, Lord Fear plots to invade Mark's home.
15 15 "Not Alone At Home" Giles Walker Sean Kelly 24:59 February 22, 2003 (2003-02-22)
Mark, Chuck, and Ashley have a horror night, but their night does not go according to plan. Lord Fear, Staff Head, Dirty Rat, and Pigface invade the house, but mostly cause mayhem for themselves. Lord Fear gets stuck in the chimney, Dirty Rat is chased out of the house by a frightened Chuck, Pigface raids a pizza delivery van, and Staff Head is left behind when the villains ultimately retreat. In a subplot, Lady Illusion attempts to assassinate Sparx, leading to a cat fight with Ace caught in the middle.
16 16 "Unidentified Flying Superhero" Steve Wright Mark Leiren-Young 24:59 February 23, 2003 (2003-02-23)
Chuck records Sparx flying overhead on film and mistakes her for an alien, causing a frenzy around town. Googler is accidentally stranded in town and becomes lost when Duff's ice cream truck is taken to the pound, but Lord Fear and Duff later steal it back. Sparx grows overconfident in her skills and wishes to fight Googler, against Ace's advice. Mr. Cheseborough, having regained his memories of his kidnapping, assumes the villains are aliens and plans to use a homemade radar to locate them. Mark volunteers, but the radar attracts Googler to the school. Sparx confronts Googler, but Zip and Snip grab her sword and blast her back into the game.
17 17 "A Friend in Need" Anthony Browne Jeff Beiderman 24:59 March 1, 2003 (2003-03-01)
Mark's friend Pete visits him, but his easygoing attitude and knack for just about everything makes Mark jealous of him. Pete is eventually targeted by Lord Fear and taken prisoner until Mark hands over his piece of the Amulet. Meanwhile, Random Virus tries to join the villains, but a distrusting Lord Fear chains him up. Random eventually breaks free and goes on a rampage, forcing Ace and Lord Fear to join forces to knock him out, who agree on a truce until their next battle. Pete decides to not meet Ace, believing he is unready, revealing he found life boring in England but decides it is worth living.
18 18 "The Last Laugh" Wayne Moss Richard Clark 24:59 March 2, 2003 (2003-03-02)
On April Fool's Day, Lady Illusion disguises herself as Mark and sabotages his social life in school, while the real Mark is at home with a cold. Lady Illusion, still pretending to be Mark, confronts Ace, but the real Mark enters when he realises something is wrong. Ace uses a practical joke to figure out which is the real one. Mark tries to patch things up with Samantha, but she breaks up with him, gaining the interest of her best friend Heather Hoffs, who has a crush on Mark.
19 19 "Download Disaster" Steve Wright Sean Kelly 24:59 March 8, 2003 (2003-03-08)
Mark tries to recruit Random Virus for help, but his evil side prevents him from being a hero. Mark attempts to give Ace some upgrades with help from Chuck, but the latter's computer crashes, causing Ace to be petrified. Lady Illusion and Dirty Rat witness this, Lord Fear orchestrating Ace's capture. The villains celebrate their victory, but Mark storms the carnival with Random in tow. During the mayhem, Lady Illusion kisses Ace, reviving him. Staff Head witnesses this, discovering Lady Illusion's betrayal, and blackmails her into obedience.
20 20 "Daffy Duff" Wayne Moss Jeff Beiderman 24:59 March 9, 2003 (2003-03-09)
In this clip show episode, Duff speaks to a psychiatrist about his ongoing involvement in the battle between Ace and Lord Fear. Believing the tale to be a moral issue, and caused by stress at work, the psychiatrist advises Duff to take it easy. Duff exits into the waiting room, recognising Mr. Cheseborough as the next patient. When Duff leaves, the receptionist transforms into Lady Illusion, sent to spy on Duff.
21 21 "The Unlikely Hero" Don McCutcheon Alan Grant 24:59 March 15, 2003 (2003-03-15)
During a fight between Ace and Lord Fear, Chuck is struck by a deflected lightning bolt, temporarily gaining superhuman strength, particularly in his foot, which he nicknames "Thunder Foot". He is made the key player of the school soccer team for an upcoming match against long-term rivals. Lord Fear mistakes Chuck for another of Ace's sidekicks and plots to destroy him at the school, while Ace is distracted at the carnival. Chuck's powers wear off during the soccer match, but the team still manage to win the game. At the end of the episode, Mark and Heather become a couple.
22 22 "The Not So Great Outdoors" Graeme Lynch Sean Kelly 24:59 March 16, 2003 (2003-03-16)
At the carnival, Ace finds a new piece of the Amulet. However, both he and the villains learn Mark has gone camping with his father Simon, Chuck, and Brett. At the campsite, Chuck eats all the food, so the group are invited to camp with Wayne and his boastful father Buck. That night, the villains attack the group but Mark uses Chuck's handheld copy of the game to frighten them away. Ace arrives shortly thereafter and uses the Amulet to summon Sparx back from the game world. Wayne and his dad flee during the night, and Simon is praised for defending the boys from the "wildlife", actually the villains.
23 23 "The Biggest Fan" Steve Wright Jeff Beiderman 24:59 March 22, 2003 (2003-03-22)
Mark has a tough decision to make between going on a date with Heather, or helping Chuck run an Ace Lightning fan club meeting at the school. Lord Fear learns of the fan club and becomes jealous, planning to crash the meeting. Mark initially chooses to go with Heather, but upon learning Lord Fear's plan, changes his mind and sneaks Ace into the school. Chuck meets Wayne's cousin Jessica, also an Ace Lightning fan. Lord Fear crashes the meeting, but Ace leaps out and chases him out of the school, much to the cheers of the fans, who assume Chuck set it up.
24 24 "The Play's the Thing" Gail Harvey Mark Leiren-Young 24:59 March 23, 2003 (2003-03-23)
When Samantha obtains the final piece of the Amulet, both factions hope to gain it during the school play of The Phantom of the Opera. Mark is attracted to Samantha again, and attempts to tell her but does not have the chance. During the performance, Chuck, who is playing the Phantom, throws up. While Mr. Cheseborough despairs, Mark hijacks the narrative of the play when Lord Fear invades the stage, and is mistaken for Chuck (whose costume was based on Lord Fear's appearance). The play becomes a surprise success, and Dirty Rat obtains the Amulet piece. Sparx sneaks into the carnival but is taken captive by Lady Illusion.
25 25 "The Rat Turns" Anthony Browne Alan Grant 24:59 March 27, 2003 (2003-03-27)
Tired of Lord Fear's abuse, Dirty Rat is encouraged by Sparx to insight a rebellion against his master, rallying Anvil, Pigface, Googler, and Duff to his cause. Staff Head sends Lady Illusion to obtain the Lightning Knights' Amulet pieces or her secret will be exposed to Lord Fear. At school, Mr. Cheseborough has been promoted to temporary principal, but he has introduced a Nineteen Eighty Four-like regime to the school. Chuck insights his own rebellion against Mr. Cheseborough, but both he and Mark are summoned to his office. Lady Illusion, disguised as Sparx, convinces Mark to hand over his piece of the Amulet to her. Mr. Cheseborough agrees to drop his rules if Mark protects him from the "aliens". Lady Illusion gives Lord Fear the collected Amulet pieces, and Dirty Rat surrenders his own, allowing Lord Fear to restore the Amulet. Mark realises he was duped and learns the Lightning Knights will lose power unless they find the Amulet.
26 26 "Game Over" Don McCutcheon Richard Clark 24:59 March 28, 2003 (2003-03-28)
The final battle is at hand. Ace and Sparx try to recruit Random to fight but he refuses to until Ace reminds him of how he used to be a hero. Mark learns from Chuck that he could delete his game file, which would erase the characters too. He speaks with Ace about the truth of the game, but Ace dismisses it and prepares for the battle. At the prom, Chuck worries Jessica won't come, and Heather dumps Mark in favour of Brett. Duff takes Mark to the carnival to find the Amulet, the Lightning Knights arriving shortly after. Lady Illusion reveals her treachery to Lord Fear, and Duff stands up to him. Mark sneaks into the haunted house during the battle. When he fails to beat the game, he considers deleting the file, but realises the Amulet is hidden in Lord Fear's pipe organ. Playing the right notes reveals the Amulet, which he shatters, sending all of the villains sans Lady Illusion back to the game. At the prom, Chuck is thrilled when Jessica arrives, and Mark gets back together with Samantha.

Season 2 (2005)

The second series was broadcast in most countries in 2004, but it aired in the United Kingdom during the summer of 2005 for unknown reasons. This season was not aired in the United States due to the poor reception of the first season. The graphics were greatly improved, and several of the characters including Staff Head and Pigface were changed to look more like the animals they resembled. Kilobyte, Rotgut, Kat Adams and Rick the Master Programmer made their debut in this season. Chuck also met the Lightning Knights, and Mark got his own weapon, allowing him to battle the villains. There were only 13 episodes with one overall storyline.

Chapter Title Directed by Written by Length Original air date
27 27 "Upgrades" Don McCutcheon Sean Kelly 24:59 April 6, 2005 (2005-04-06)
Mark returns home from England, discovering Samantha is attending a boarding school, while Ace and Sparx plan to return to the Sixth Dimension with Random Virus. However, Lady Illusion interferes when Mark tries to send the heroes back to the game, causing Ace and Sparx to be sent home. The mysterious Master Programmer summons Lord Fear and Staff Head back to the real world. Mark and Chuck begin their first day in high school, meeting new girl Kat Adams, and discover Mr. Cheseborough is their homeroom teacher. Lady Illusion returns to Lord Fear's side, promising to find the pieces of the Amulet to redeem herself, revealing has disguised herself as Felicity Fury, the new housekeeper of Mark's family. Lord Fear uses two pieces of the Amulet to summon the zombie Rotgut.
28 28 "The Game's On" Steve Wright Sean Kelly 24:59 April 8, 2005 (2005-04-08)
Ace sends an SOS to Mark, which is picked up as Morse code, Chuck deciphering it with help from Mr. Cheseborough, realising the truth about Mark's game. Mark attends Kat's basketball match at school, giving Chuck his piece of the Amulet. Chuck finds a microchip inside, which has recorded events of the first season. An electrical surge frees Ace from the game, and he appoints Chuck his second sidekick. Lord Fear summons Anvil using more stolen Amulet pieces, continuing his battle with Ace. They take the battle to the school, where Mark helps defeat the villains. Kat wins the game.
29 29 "Uninvited Guest" Don McCutcheon Alan Grant 24:59 April 13, 2005 (2005-04-13)
Mark invites Kat to watch movies at his house, but Heather insights an unwanted house party, getting Mark in trouble with his parents. He also realises that Felicity is Lady Illusion. Lord Fear summons Dirty Rat back into his service, and then lures Chuck into a trap, but Ace comes to his rescue, using his new Ring of Flame upgrade to defeat Anvil. Throughout the episode, Kilobyte the Cyber Stalker, activated by the Master Programmer, watches the other characters from the shadows, plotting to destroy Ace.
30 30 "A Secret Life" Graeme Lynch Mark Leiren-Young 24:59 April 15, 2005 (2005-04-15)
Kilobyte reveals himself to Lord Fear, overthrowing him and taking over the carnival. He upgrades Lady Illusion, giving her the ability to inject Ace with human emotions. Ace soon becomes emotionally unstable, going on a rampage against the villains, rejecting Random and wounding Chuck. Kilobyte plots to let Ace's emotions destroy him.
31 31 "Welcome To the Nightmare" Don McCutcheon Jeff Beiderman 24:59 April 20, 2005 (2005-04-20)
Ace encounters Kilobyte for the first time and is terrified of him. Mark and his classmates go to a friendship farm, where Mark's past relationship with Samantha is revealed to Kat, and she gives Mark the cold shoulder. Ace hides on the farm, while Mark tries to make amends with Kat. Kilobyte, Dirty Rat, Rotgut, and Duff arrive, Kilobyte stinging a wasp with his power, causing it to grow and mutate, naming it Fred. Kilobyte and Fred then battle Ace, while Mark rescues Kat from a malfunctioning quadbike, and they make up.
32 32 "The Search For Sparx" Graeme Lynch Mark Leiren-Young 24:59 April 22, 2005 (2005-04-22)
Ace and Mark are taken captive by Kilobyte and held prisoner in the junkyard. Random's evil side joins forces with Kilobyte, but is troubled by Ace's cowardice. Chuck makes contact with Sparx, but the Master Programmer causes him to be sucked into the game. Mark's cousin Ashley helps Chuck by guiding him through the game, leading him and Sparx to the game's backdoor via a cheat code. Mark inspires Ace to stand up to his fears, battling Kilobyte, in turn inspiring Random to rejoin the Lightning Knights. Chuck and Sparx escape the game and help defeat Kilobyte, who is revealed to be vulnerable to bright lights.
33 33 "Bound To Fail" TBA TBA 24:59 April 27, 2005 (2005-04-27)
Lord Fear once again kidnaps Mr. Cheseborough, convincing him that Ace is an evil alien and requires the teachers scientific knowledge to be defeated. Kilobyte awards Lord Fear by creating the Doom Wagon, a hoverbike. Cheseborough creates a formula which can drain Ace of his electrical energy, but Mark catches him in the act. Lord Fear chases Mark during his driving test, leading to his failure.
34 34 "Formula For Disaster" Don McCutcheon Jeff Beiderman 24:59 April 29, 2005 (2005-04-29)
Mark has a bad day at school. He goes behind Chuck's back to eliminate Rotgut when he wanders into the school, destroying Mr. Cheseborough's lab. Mark hides just as both Wayne and Mr. Cheseborough enter, and Wayne is blamed. Kat plans to write a damning article on Wayne for the school newspaper, but Mark takes responsibility, instead penning a more heartfelt one. Mark admits his blame to Mr. Cheseborough, encouraging him to end his deal with Lord Fear, and will protect him from harm. Meanwhile, Ace's increasing paranoia about Kilobyte worries Sparx. Confronting him, Sparx hears Ace's theory that Kilobyte is controlled by someone else. Kilobyte obtain another piece of the Amulet, summoning Pigface, but the Lightning Knights defeat him.
35 35 "Choices" Chris Bould TBA 24:59 May 5, 2005 (2005-05-05)
Samantha returns to Conestoga Hills for a visit and to tell Mark some important news, but keeps getting interrupted. Mark himself must choose between Samantha and Kat, choosing the latter when Samantha reveals she is dating someone else. Lady Illusion flees the carnival when Lord Fear tries to murder her, turning to Ace for help, but the villains kidnap him and Sparx. Lady Illusion warns Mark, who frees them, but in the following battle, loses the sixth piece of the Amulet, which Lady Illusion steals and gives to Lord Fear, summoning Googler.
36 36 "Rotgut Rides Again" Graeme Lynch Alan Grant 24:59 May 6, 2005 (2005-05-06)
Mark grows jealous of Chuck's favouritism in the Lightning Knights, allowing him to be stalked by Rotgut, who possesses Chuck's body. Sparx and then Ace are hurt by Googler's new powers and face oblivion, their own salvation being an invulnerability upgrade offered by Chuck. The brainwashed Chuck arrives at Mark's house, hanging out with a Texan accountant hoping to hire Mark's father Simon. Mark has to protect his friends from the villains, but Chuck is freed from Rotgut's control, rescuing Ace and Sparx. Kat begins to investigate the strange events surrounding the carnival.
37 37 "Putting It Together" Chris Bould Alan Grant 24:59 May 11, 2005 (2005-05-11)
Mark and Chuck investigate an encrypted database on Kilobyte, discovering his origins and confirming Ace's theory that he is a puppet for someone else. The boys stumble into the back room of the computer store Chuck works at, discovering a mainframe containing the world of Mark's game, and realise that Chuck's employer, Rick Hummel, created Ace Lightning. Rick appears, explaining he developed a computer program that could bring the game characters to life, but was mocked and fired, inspiring him to take on the role of the Master Programmer. He inserts a floppy disk containing Kilobyte's last orders, but a power cut causes Kilobyte to become free of Rick's control, vowing to conquer the world.
38 38 "Kilobyte Bites Back" Chris Bould Sean Kelly 24:59 May 13, 2005 (2005-05-13)
Kilobyte begins his plans for world domination, defeating Random, and then targets Rick and Mr. Cheseborough for elimination. Rick turns to Chuck and Jessica to delete Kilobyte, but the villains invade the school to stop them. Mark is shanghaied into helping protect Mr. Cheseborough, whilst trying to stop Kat from writing an article about the carnival. While Rick escapes, Mr. Cheseborough is captured and trapped within the game.
39 39 "The Master Plan" Chris Bould Mark Leiren-Young 24:59 May 18, 2005 (2005-05-18)
Kat connects Ace Lightning to the carnival, but when she tries to interrogate Duff, she is captured alongside Sparx and Random. Kilobyte announces his plans to rule the world by trapping all of humanity within the game, along with the Lightning Knights. He traps Rick in the game too. Lord Fear has his own hidden agenda, forming an alliance with Ace to destroy Kilobyte. Ace discovers he is from a video game, but Mark convinces him that he is real. Ace and Lord Fear systematically defeat the other villains. Chuck frees Mr. Cheseborough from the game, but Rick remains trapped when Kilobyte restores the Amulet. Ace and Lord Fear defeat Kilobyte, blasting him into the game. Lord Fear then betrays and mortally wounds Ace, who is revealed as Lady Illusion in disguise. Ace chases away Lord Fear, and Lady Illusion dies in his arms. Mr. Cheseborough is condemned a madman by the police. In the closing scene, Kilobyte orders Rick to free him so he can get revenge.
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