This article lists episode of the BBC produced children's television show, Ace Lightning. The show originally aired in the United Kingdom in 2002 and also aired internationally. The show consisted of two seasons, the first being twenty-six episodes long, and a second season followed consisitng of thirteen episodes, the latter created in 2004. A third season was cancelled by the BBC. The show focused on a British teenager Mark Hollander (Thomas Wansey) moving to the USA with his parents, and his life changes forever when a bolt of lightning strikes his house and the characters from his favourite video game come to life. Superhero Ace Lightning enlists Mark as his sidekick to help him capture his nemesis Lord Fear and his gang of villains, and imprison them in the Sixth Dimension, as well as find the mystical Amulet of Zoar which Lord Fear wishes to use to conquer the world.
Season 1 introduces all of the main characters for the next two seasons, and brings together the storyline of the series.
Episode 1: The Game Begins
Teenager, Mark Hollander in playing his favourite video game Ace Lightning when he discovers a mysterious "Level Seven" that is not supposed to exist. Suddenly a lightning bolt strikes the satellite dish on Mark's house and the electricity goes out. Mark then looks on in horror as his game joystick sparks with electricity and rattles about on its own accord. Up on the roof, a portal open through the satellite and the villain from the video game file through it, led by Lord Fear, a villainour but crippled skeleton. Lady Illusion, Dirty Rat, Anvil and Pigface appear afterwards. Lord Fear spies Mark in his bedroom and they scare each other in shock, Lord Fear falling down the side of the house.
Once all the villains are on the ground, Lord Fear explains to a dim-witted Pigface that they are in a new dimension and must find new headquarters. The Rat spies something and the Amulet of Zoar floats out of the satellite and shatters, the fragments magically flying away. Ace Lightning flies down and battles Lord Fear and his minions. Lord Fear's faithful staff, Staff Head trips Ace up and Lord Fear blasts the superhero down. Mark appears to aid Ace and the villains retreat. Mark's parents arrive home and Mark hides Ace behind the shed.
The villains come across what appears to be an abandoned theme park, called the Kent Bros. Carnival and after Lord Fear decides it will the new Carnival of Doom, Anvil smashes the gates open, which awakens the carnival's owner, Duff Kent. Duff is frightened by the villainsa and nervously welcomes them to stay in the carnival, pleasing Lord Fear. The next morning, Mark is awoken by Ace (who smashes his way through the bedroom window). Mark leaves for school and meets his neighbour Samantha Thompson along the way. Catching the school bus, he meets Chuck Mugel and bully Wayne Fisgus. Mark has a rough time at school, and is scolded by his science teacher, Mr. Chesebrough when he spies Ace awaiting him outside the school. Ace gives Mark his piece of the Amulet and flies off to find Lord Fear.
He locates Lord Fear at the carnival, but falls into a trap set up by his enemies.
- Characters Introduced: Mark Hollander, Ace Lightning, Lord Fear, Lady Illusion, Staff Head, Anvil, Pigface, Dirty Rat, Fiona and Simon Hollander, Duff Kent, Samantha Thompson, Brett Ramirez, Chuck Mugel, Wayne Fisgus, Heather Hoffs, Mr. Cheseborough.
- Characters Emphasized: Mark, Ace, Lord Fear.
- Ace's Breakages: Car battery, Mark's bedroom window.
- This episode appears to take place at the end of August or at the start of September.
- The Kent Bros. Carnival and Carnival of Doom are practically identical.
Episode 2: The Trap Is Set
After speaking with his friend Pete, who lives in London, Mark and Chuck head off to the carnival to rescue Ace. Samantha spies them along the way and stalks them. Lord Fear is draining Ace's powers, while he is trapped in a giant orb. Mark, Chuck and Samantha are chased out of the carnival by Duff and Pigface. Samantha has no idea what Mark is up to and leaves.
That night, Mark heads out to the Carnival of Doom to save Ace again. It is the carnival's grand opening but Lord Fear reveals to Duff that the carnival now belongs to him. Mark saves Ace by having Anvil smash the orb he is trapped in. Ace fights Lord Fear and Lady Illusion, while Mark discovers the Rat is disguised as a toy rabbit, armed with a bomb, and Samantha has got him! Mark saves Samantha, but she now considers him to be a wacko.
- Characters Introduced: Pete, Lady Illusion's first disguise (a carnival worker).
- Characters Emphasized: Mark, Samantha, Ace, Lord Fear, Brett.
- Ace's Breakages: None, although Mark rips the head off a stuffed animal.
- Ace accidentally names Mark "Mario". This may be a reference to the video game character who has the same name.
Episode 3: The Substitute
Believing that Mark can have his Amulet fragment stolen via his school, Lord Fear kidnaps Mark's science teacher, Mr. Chesebrough and replaces him with Lady Illusion in disguise. Lady Illusion gives Mark and Chuck a detention for disrupting her class for the next day. Mark and Chuck go to the carnival, Mark running into Dirty Rat and Pigface, however Ace appears and scares them away. Mark goes to see how Chuck is doing in his search, but he hasn't starting looking yet. Samantha suddenly appears, explaining she found Mr. Chesebrough trapped in a cage like an animal with people throwing food at him. Can Mark get out of this "detention" or will Lady Illusion destroy him?
- Characters Emphasized: Mark, Chuck, Mr. Cheseborough, Lady Illusion.
- Ace's Breakages: The backdoor of Mark's house and the blender.
- Cheseborough claims the villains are monsters when in following episodes he regards them as aliens.
Episode 4: Face the Music
After failing to try and stay home, Mark heads to school to face the music. Ace agrees to help him, but needs a diversion to enter the school. This distraction comes when Chuck discovers a pea in his tapioca pudding and vomits harshly, allowing Mark to get Ace into the school unnoticed. Ace disguises himself as a janitor to keep an eye out for trouble without seeming out of place. Lord Fear worries that Lady Illusion may have some trouble at the school, so she sends Pigface to assist her. After the detention, Lady Illusion springs her trap and chases Mark and Chuck throughout the school, cornering them in the cafeteria, where Pigface is eating Mrs. Kutcher's food. Ace appears and scares the evils aware after tossing Pigface against a wall. Chuck is shocked when he sees Ace, but Ace explains to Mark that Chuck is dazed from Lady Illusion's smoke bomb and won't remember what happened.
Episode 5: No Place Like Home
Ace starts to drain of his energy after dumping Anvil in a dumpster. Ace is forbidden by Mark to use the electronic equipment in his house to power up because it always involves breaking it, so he goes to use the electricity at the carnival. Mark's cousin Ashley meets Ace and believes he is the Radioactive Guy, a man from a local urban legend which claims he came to close to a radioactive comet and went mad (Mr. Cheseborough's actor portrays the Radioactive Guy in a flashback). Ace is nearly beaten out of existence by Anvil, but Mark rushes Ace to the nearby observatory and heals him using a transformer. Ace decides to live in the observatory, and names it the Thunder Tower.
Episode 6: Opposite Attraction
Lady Illusion, tired of waiting around nothing, strikes out on her own. Ace informs Mark of the news and they have to prepare for battle. Mark stupidly stands up Samantha on a date, and she has to watch Chuck scoot around a skatepark trying to impress her. Ace finds Lady Illusion and brings her to the Thunder Tower. They start to fight, but she falls into Ace's generator. He saves her, and then they dance until a furious Lord Fear arrives. He and Ace fight; Lady Illusion breaks it up. She takes Mark's piece of the Amulet and creates the Lightning Lance which Mark uses to chase the villains out the building, and then returns to the Carnival with Lord Fear.
Episode 7: Only Human
Dirty Rat discovers a new piece of the Amulet while digging, and Lord Fear uses it to summon Googler from the Sixth Dimension. Mark and Samantha are in the park when Chuck comes by with an ice cream. Freaking out as usual, Mark dashes off to confront Duff's ice cream truck, but is attacked by Anvil. Ace defeats Anvil, but Googler appears and wounds Ace. Ace soon discovers his super powers have disappeared. He has become human! Ace disguises himself as a policeman and finds Mark. Mark and Ace go to Samantha's rescue when she gets stuck in a treehouse after Chuck breaks the ladder of the house. Mark is then kidnapped by Googler and taken to the carnival, where he is placed in a dunking tank where Zip and Snip await him below. Ace confronts Googler and Dirty Rat. Ace realizes how much it means to him to save Mark, restoring his powers and enabling him to save Mark just in time. Lord Fear is very disappointed with Googler and angrily blasts him, senting him flying into a puppet show booth.
Episode 8: Behind the Mask
It is Halloween and Mark finds himself hosting a party at his house, not entirely of his own decision. Mark has come as a knight, Brett as a rugby player, Chuck as Ace, Wayne as a monster resembling Pigface (causing Mark to mistake him for the real Pigface, and Chuck to mistake the real Pigface for Wayne), and Samantha as an angel. Duff, fed up with the villains, leaves to get Ace's help in getting rid of them, and promises he can help Ace get Fear's amulet piece. Fear sends Dirty Rat and Pigface to find Duff and teach him a lesson, but Pigface thinks Chuck is the real Ace and attacks him. Pigface and Dirty Rat chase Chuck to the carnival, but Mark comes to his rescue. Meanwhile, when Duff and Ace go to the carnival, Duff lies to Lord Fear saying he tried to get Ace's piece of the Amulet to save his own skin. Ace defeats Pigface and Dirty Rat, but Chuck throws up in Pigface's bin (from which comes a satisfied belching sound). Back at Mark's party, he gets in trouble with the real Wayne.
Episode 9: Once Upon A Hero
Dirty Rat cleverly relieves Mark and Lord Fear of their Amulet fragments and uses them to summon a new game character to serve him. Since Mark's summons heroes and Fear's summons villains, both of them summon Random Virus, who is both. However, what the Rat didn't count on was Random's dual personality. He has two programmes, one good and one evil. Random hides out in the local junkyard so he doesn't hurt Ace. Duff and Dirty Rat hear of Chuck's robot, Leviathan X-L 1, which they steal to power up Random. Mark comes to retrieve the robot, and Random moves in for the kill, but he senses Mark isn't a coward and turns on the Rat instead. Ace and Lord Fear appear and stop Random and the robot. Lord Fear takes care of Dirty Rat for his betrayal. Random banishes himself to the junkyard, rather than risk turning on Ace.
Episode 10: Knights Undercover
Mark discovers Samantha has got a job at the carnival and tries to otherwise persuade her to change her mind. Lady Illusion informs Ace of a trap Lord Fear is setting, but it is soon revealed her warning is also part of the plan. Ace and Mark decide to go undercover, Ace dressing as a motorcyclist and Mark (rather hilariously) cross-dressing as a girl, which Wayne mistakenly falls for. Chuck discovers a tent full of junk food. Simon and Fiona discover their vandilised garden gnomes which Ace destroyed by accident and go to the carnival to take a break. After closing hours, Googler sends Zip and Snip to torment Samantha who ends up trapped in a ride with Chuck. Mark saves them while Ace (with help from Lady Illusion) defeats Googler. Samantha decides to quit her job as she believes the glovepuppets are weird birds.
Episode 11: Tunnel of Love
Random is captured by Lord Fear and Ace needs to rescue him. However, this puts Mark and Samantha's relationship in jeopardy. Chuck discovers the Shield of Justice can be used to defeat Random if he turns evil. While Mark tries to rekindle with Samantha, he chases her (with Chuck) onto the carnival's tunnel of love ride where he discovers Random Virus. Lord Fear turns Random evil, but Ace appears and saves Mark with the Shield of Justice. Random chases off Lord Fear, who reminds him that he will be there for him when he turns evil again. Mark manages to restart his relationship with Samantha.
Episode 12: Nobody's Hero
Things go downhill for Mark including his parents grounding him for low grades, Ace finding another piece of the Amulet but Anvil is guarding it, Ace crushes Mr. Chesebrough's car and Lord Fear starts stalking Mark. Lord Fear kidnaps Mark and takes him to the carnival. There, Mark is surrounded by Lord Fear and Anvil. Ace appears and takes on the two villains while Mark retrieves the Amulet piece from a claw machine. He uses it to summon Sparx from the Sixth Dimension who sees off Anvil. However, Sparx criticizes him and Mark angrily leaves.
Episode 13: Ace's Wild
After walking into an ambush, Ace is transformed into a zombie by Zip and Snip. Lord Fear sends him to assassinate Mark and Sparx. Mark is dragged back into his crazy life when he has to help Sparx hide from Ace. Ace manages to get back to normal thanks to a power surge from Chuck. He saves Sparx who is at the mercy of Lord Fear.
Episode 14: The Field Trip
Mark's class go on a field trip to the carnival which greatly worries Mark as Lord Fear and his gang could cause some major trouble, although for some reason he made Ace promise to stay away. Anvil storms into Thunder Tower and damages the transformer, and because he's been powered up himself both Ace and Sparx have to combine their powers to defeat him. Lord Fear traps all of the students except Mark, Chuck and Samantha inside the funhouse while Duff sends Mr. Chesebrough on a wild ride on the twister ride. Duff also gives chase to his puppet, Mr. Huckleberry, who is really Dirty Rat in disguise for stealing some candy floss. Sparx goes to the carnival but is captured by Lord Fear. Ace rescues her but they both fall at Lord Fear's feet. Mark saves them, and Samantha frees the children trapped in the funhouse. Lord Fear plans to take the fight to Mark.
Episode 15: Not Alone At Home
Mark, Chuck and Ashley are spending the night at Mark's house watching videos, but Lord Fear sees this as the perfect time to launch an attack. Lady Illusion attacks Ace and Sparx at Thunder Tower to keep them from coming to the rescue. The villains' invasion goes horribly wrong for them. Dirty Rat sneaks in disguised as a rabbit toy again but after listening to some music on some headphones he goes crazy and falls down the stairs and somehow gets trapped in the television. Pigface comes in through the kitchen window but electrocutes himself when he thinks the fusebox is full of candy, and gets distracted when the pizza guy comes and attacks him for his deliveries. Lord Fear gets stuck in the chimney, while Staff Head comes up via the toilet. Ashley mistakes him for the tooth fairy. However, Chuck chases the villains out by accident when a blanket lands on him. Ace stops the fight between Lady Illusion and Sparx and then races to help Mark and Ashley clean up his house before Mr. and Mrs. Hollander get home.
Episode 16: Unidentified Flying Superhero
Sparx is caught on video by Chuck and he becomes a local hero, while Sparx is believed to be an alien. Googler gets lost and Duff's ice cream truck gets towed away. Lord Fear, Dirty Rat and Duff get the van back from Gus the Tow Truck Guy and go in search of Googler. Mr. Chesebrough constructs an alien-detection machine which he plans to use after school. Mark volunteers to assist him. Googler is disturbed by the machine's noises and gives chase to Mark and Chesebrough. Googler corners Mark outside but Ace and Sparx appear. However, tragedy looms overhead as Zip and Snip seize Sparx's sword and blast her with it, sending her back to the Sixth Dimension.
Episode 17: A Friend In Need
Mark is cheered up after losing Sparx when his friend Pete comes over to visit him, but more importantly to meet Ace. However, Mark gets envious when Pete makes friends with everybody, even Mr. Chesebrough. Random Virus, meanwhile, joins Lord Fear's gang and battles Ace. Lord Fear captures Pete and makes him listen to his dreadful and diliberately out-of-tune organ music to get Mark's Amulet fragment. Mark appears to save Pete, while Random is saved by Ace. Pete decides it is best he meets the Lightning Knights later on, as they are very serious at the time.
Episode 18: The Last Laugh
It is April Fool's Day and Lady Illusion disguised as Mark, goes on the rampage, breaking up with Samantha as well and terrfying Mr. Cheseborough by lifting him up off the ground. Mark, meanwhile has a cold and must stay at home. Ace goes to the carnival and is attacked by Googler, but defeats him easily. Later, Lady Illusion confronts Ace, and the real Mark appears, leaving Ace puzzled. He solves who is the real Mark by making one laugh using an April Fool's joke. Mark's life goes downhill as Samantha breaks up with him, but Heather now moves in...
Episode 19: Download Disaster
Ace is pushing himself to the limit fighting the Evil Gang, who are only getting stronger with each defeat. Mark tries to get Random Virus to help Ace, but after Mark is almost smashed by the crazed cyborg Ace tells Mark to stay away from the junkyard for his own safety. Still determined to help Ace find a way to cope, Mark hooks Ace up to his computer and has Chuck send over some new powers, but Chuck's computer crashes during the transfer and Ace becomes a lifeless statue. The Evil Gang captures Ace, but during their victory party Mark shows up with a friend, Random Virus. Random distracts Lord Fear and Lady Illusion brings Ace back to life with a kiss, and the two Lightning Knights fight off the villains. However, Staff Head saw Lady Illusion kiss Ace, and uses this as leverage against her.
Episode 20: Daffy Duff
Duff is tired and mad of Lord Fear and his minions running over his carnival so he goes to the local psychiatrist for help. He takes Mr. Huckleberry for support. He explains to the Psychiatrist about his experiences with Ace Lightning, Lord Fear, Dirty Rat, etc. The episode is mainly a clip show and shows many different scenes from previous episodes, and it ends with a music video complete with the full-length theme song. The episode ends with the psychiatrist telling Duff not to drive for a while or work in his carnival. Duff exits the building, having a quick confrontation with Mr. Cheseborough, who is presumably there to discuss his alien encounters. The psychiatrist's secretary then reveals herself to be Lady Illusion in disguise and she follows him home.
Episode 21: The Unlikely Hero
During an assassination attempt on Mark, Lord Fear is attacked by Ace. Staff Head deflects one of Ace's bolts so it hits Chuck. This gives Chuck super strength and he decides to help his football team go up against their superior opponents in their upcoming match. Chuck starts calling himself Thunderfoot and believes he is the coolest kid in the world, which makes Lord Fear think he's a new Lightning Knight and thus a new target for destruction. Heather and Mark unexpectedly become an item, much to the annoyance of Samantha. Dirty Rat and Anvil distract Ace while Lord Fear goes to destroy Mark and Thunderfoot (Chuck). However, Ace escapes and goes to save Mark. Chuck's powers fade but he still helps win the match. As for Dirty Rat, he ends up being imprisoned behind electrical bars.
Episode 22: The Not So Great Outdoors
Ace finds an amulet piece which will allow him to return Sparx to the real world when joined with Mark's piece. However, Mark, Brett and Chuck have gone camping with Mr. Hollander, so Ace has to travel far out of town to find him. Lord Fear learns of the camping trip and sends Dirty Rat, Pigface and Staff Head to steal Mark's amulet piece while Ace isn't around to protect him. The boys run into Wayne and his father, who belittles Mr. Hollander. However, when the evils invades the campsite, Mr. Fisgus panics and Mr. Hollander takes charge, grouping the boys back to back and fends off Dirty Rat with a pan. Pigface and Staff Head corner Mark, but he turns on Chuck's portable Ace Lightning video game, and when they hear Ace's voice coming from it they think Ace is really there and run away. Ace finally finds Mark and brings Sparx back from the game. The ice cream truck runs out of gas and the evils have to push it all the way back to the carnival.
Episode 23: The Biggest Fan
Chuck plans to host an Ace Lightning fan club meeting at the school, which angers Lord Fear as he thinks he should receive the praise of legions of fans. Lord Fear and Googler attack Mark's house in anger. Mark has his arm accidentally broken by Heather during a martial arts lesson. In return she promises to take him to the premiere of the next Jackie Chan movie, but Mark has already promised Chuck he'd help him. Mark goes to help Chuck, leaving behind an annoyed Heather. Chuck meets Jessica, Wayne's cousin and another Ace Lighting fan, and they begin a friendship. Lord Fear attacks and Ace scares him off. Googler gets a surprise attack from Sparx and she defeats him.
Episode 24: The Play's The Thing
Samantha wins her pick of prizes from a carnival game and finds the last missing amulet piece, which she plans to wear during the school play, The Phantom of the Opera. Ace and Lord Fear both close in on the school to get the amulet piece, but Lord Fear is seen on stage he's mistaken for Chuck (the Phantom) and prodded by his ego must play to the crowd. Because of this he forgets all about getting the amulet piece, and it falls into the hands of Dirty Rat.
Episode 25: The Rat Turns
Having a piece of the amulet himself and egged on by Sparx to stand up for himself, Dirty Rat is able to turn the other henchmen against Lord Fear and they chase him out of the carnival. Staff Head blackmails Lady Illusion into disguising herself as Sparx and getting Mark's amulet piece, which allows Lord Fear to force Dirty Rat to give up his and complete the Amulet of Zoar. With the Amulet in the Evil Gang's possession, the Lightning Knights are unable to power up and start to lose their powers.
Episode 26: Game Over
It's the night of the school dance, but the Lightning Knights are losing power fast and Ace prods Mark to help them fight the Evil Gang before the Knights get too weak to beat them. Mark blows off Heather to help, and she ends up pairing with Brett. Random joins up with the other Knights and a final battle begins, but the Lightning Knights seem on the verge of losing to the super-powered evils. Mark considers deleting the game off his computer in hopes it might get rid of the evils, but decides to search the haunted house and finds the Amulet in the organ. He shatters it, and the villains disappear back into the game, Lord Fear discovering Lady Illusion's betrayal and swearing vengeance upon Ace. Lady Illusion confesses her feelings to Ace before disappearing too. Mark returns to the dance and reconciles with Samantha.
Season 2 is set three months after the events of Season 1, and was made two years after the first. CGI has improved greatly and characters now have new features as such. Several new characters are introduced like Rotgut, Kilobyte, Rick and Kat. The presentation of the computer game in the show is also much more faithful to the actual game, as the real game did not exist when the first season was being made.
Episode 27: Upgrades
Three months after the death of Lord Fear, Mark returns home to Conestoga Hills (after spending his summer in London) to find that Ace and Sparx plan to return to their world and take Random Virus with them. Random refuses to and it results in a battle. Lady Illusion tightens the noose by demanding that she go with Ace instead of Sparx. Ace and Sparx are sucked back into the game, leaving Random and Lady Illusion behind. Meanwhile, Wayne searches for the "Boneman" and Lord Fear and Staff Head return (Staff Head's form has been changed to make him look more frog like). While Lord Fear experiences the new additions to the Carnival of Doom, Mark and Chuck go to their new school and meet Kat, who appears to have an attitude problem. They also discover Mr. Cheseborough is their tutor! Mark learns that Lord Fear is back as well. Mark finds his new housekeeper, Felicity Fury, going through his personal belongings and she quickly scarpers. At the carnival, Lord Fear shoots Lady Illusion from the Carnival roof and she begs for forgiveness. She hands Lord Fear two pieces of the Amulet and he summons Rotgut, a cowboy zombie who appears to be a bit useless. Lady Illusion tells Lord Fear she plans a way to destroy Mark, and transforms into Felicity.
Episode 28: The Game's On
Pete hears of the troubles going on in America and he advises Mark to protect himself. Mark receives a message of SOS from Ace who is being stalked by Googler and Sparx is injured. Chuck discovers the truth of Ace Lightning and accidentally frees him from the game. Meanwhile, Lord Fear has received another piece of the Amulet from Lady Illusion and summons Anvil. Ace and Lord Fear battle, which leads to the school where Kat is playing basketball. Mark helps save the day and Kat wins the basketball match, much to Heather's annoyance.
Episode 29: Unwelcome Guest
The Master Programmer downloads a new character into the Carnival of Doom: Kilobyte the Cyber Stalker. Simon and Fiona go on a one-day trip, Mark promising not to have any parties while there gone. Chuck drives in the carnival by accident and is chased by Lord Fear. Ace and Mark save him, but Lady Illusion claims another piece of the Amulet. Lord Fear uses this to summon Dirty Rat. Lady Illusion helps lure Chuck to the carnival which results in a fight between Ace, Lord Fear and Anvil. At Mark's house, some quality time with Kat, Brett and Heather turns into a full-fledged party, and Mark gets into deep trouble when Simon and Fiona appear. Ace defeats the villains by using an upgrade called the Ring of Flames. Mark suspects Felicity is not all who she appears to be...
Episode 30: A Secret Life
Kilobyte reveals himself to Lord Fear and promptly takes over the Carnival of Doom and criticizes Lord Fear's actions. Dirty Rat joins Kilobyte as his "sidekick". Kilobyte upgrades Lady Illusion with the power to give Ace human emotions. When Ace receives these emotions, he goes out-of-control and blasts everything in sight during a battle with Lord Fear including Random Virus...and Chuck! Thankfully Chuck is not dead, just unconscious. Ace feels like a weakling and flies off in remorse. It looks like a new saga is opening for the Lightning Knights...
Episode 31: Welcome to the Nightmare
Mark, Chuck, Kat and the other members of Mr. Cheseborough's class go on a field trip to Friendship Farm to find away to get along. Kat learns of Samantha via a letter Mark has been writing to his old girlfriend. Meanwhile, Kilobyte, Dirty Rat, Rotgut and Duff follow Ace to the farm, where Kilobyte is stung by a wasp which mutates into a deadly giant killing machine, which Kilobyte names Fred and makes his pet. Dirty Rat bombs Kat's racing car and she has to be rescued by Mark. Rotgut goes on the rampage, wanting a hug but terrorising Cheseborough and Lester Crocker, the farm's owner. Mark is seen as hero and Kat forgives him for lying to her. Ace, meanwhile, is defeated by Kilobyte and now is terrified of him. How can Mark win the game if Ace is now a coward?
Episode 32: Search for Sparx
Ace saves Ashley's hamster from being airlifted into orbit, but offers himself as a hostage to Kilobyte to protect her. Mark is captured afterwards by Lord Fear and placed in the junkyard with Ace, Anvil and Random guarding them. Chuck continues to help Sparx get out of the game, but the Master Programmer instead lets the game absorb Chuck in, where he is chased by Googler. Ashley saves the day by freeing Chuck and Sparx from the game who then save Ace and Mark with a little help from Random.
Episode 33: Bound to Fail
Lord Fear and Mr. Cheseborough form an alliance to defeat Ace Lightning, Fear tricking Cheseborough into believing Ace is an evil alien while he is a good one. Cheseborough creates a special formula that will drain Ace of his powers. Kilobyte is impressed with Lord Fear's trickery and creates for him a powerful hovercraft-motorbike hybrid called the Doom Wagon. Mark has his Driver's Ed test with Wayne and Mr. DeCutt but it goes hazy when Lord Fear and Dirty Rat attacks. Mark manages to escape them with help from Ace and Sparx but fails his test. The formula worked temporarily on Ace but Kilobyte still battered Lord Fear for failing to destroy Ace.
Episode 34: Formula for Disaster
Cheseborough delivers another batch of his formula to Lord Fear and then flees. Sparx and Lady Illusion battle outside but Ace breaks it up. His emotions are getting the better of him as he starts criticizing Sparx's behaviour when he is acting up himself. Chuck was on a recon mission and delivered his footage to Mark. Rotgut follows Chuck to school, but Mark disposes of him, destroying Cheseborough's lab in the process. Unfortunately, Wayne is accused of the mess and is suspended. Kilobyte and Dirty Rat retrieve another piece of the Amulet from Mark's garden and summon Pigface back. Pigface, Kilobyte and Dirty Rat attack Ace and Sparx but they are defeated. Ace believes Kilobyte is being controlled by someone else and decides to stop hiding and battle Kilobyte head on. Mark reveals he destroyed Cheseborough's lab and convinces his teacher to end his deal with Lord Fear.
Episode 35: Choices
Samantha is back in town for a visit but Kat learns Mark never mentioned her to Samantha, which gets her unhappy. Lady Illusion meanwhile flees to Ace for protection from Lord Fear who still wishes to destroy her, but Kilobyte is holding him back. Sparx doesn't trust her as usual. Mark has a party at his house with Samantha, Brett, Heather and others and it soon goes to the carnival, and Mark's old protective side resurfaces when he fears the villains may go for Samantha. Ace and Sparx are captured by the villains and Pigface torments them with a continuous bombardment of slime. Mark helps rescue them with help from Lady Illusion (disguised as the carnival worker from Episode 2). As Ace, Sparx, Lord Fear and Kilobyte battle, Sam finds Kat and they have a heart-to-heart moment on the golf course. Ace and Sparx beat the villains, but Lady Illusion wins the sixth piece of the Amulet. Mark and Samantha both talk, Sam revealing she has a new boyfriend named Jeremy and Mark reveals he has feelings for Kat. Mark and Kat reveal their feelings for each other and become a couple. Meanwhile Lady Illusion rejoins the villains and Lord Fear summons Googler back from the game, completing Kilobyte's army.
Episode 36: Rotgut Rides Again
Chuck upgrades Ace and Sparx briefly with a Flame Upgrade, which makes them invincible for a limited time - but this makes Mark jealous. Googler returns and wounds Sparx, causing her to slowly lose her energy until she will return to the Datastream. Rotgut attacks Chuck and possesses him. Mark has enough trouble of his own as his father tries to impress a new boss, Bud Ratburn so he can be hired as an accountant. Googler wounds Ace as well, but Chuck thankfully escapes Rotgut and heals both Ace and Sparx, so they can defeat Googler. Simon gets hired after speaking truthfully about how he loves his son.
Episode 37: Putting it Together
Mark and Chuck find a file containing Kilobyte's programme and download it onto a floppy disk. Meeting at the Computer Shack, Mark and Chuck view all of Kilobyte's appearances throughout the show (in a clipshow format). Later, Chuck stumbles into Rick's office where the two boys discover a giant computer mainframe. Rick has their e-mails and they realise he created Ace Lightning. Rick is the Master Programmer!
Rick suddenly appears and reveals he develop a programme to bring the video game character too life but he was fired from his job. He then further explains how he created Kilobyte to defeat Ace. He upgrades Kilobyte so he is unstoppable but a blackout causes Kilobyte to gain a will of his own!
Episode 38: Kilobyte Bites Back
Kilobyte is now a free being and plots to take over the world. He attempts to kill Lord Fear but instead gives him a final chance to redeem himself. Kat hampers Mark about Ace Lightning and the carnival but he ignores her. Kilobyte and some of the minions battle Random and defeat him. At the school, Mr. Cheseborough is holding an alien support group meeting but is attacked by Pigface and Dirty Rat. The teacher meets Mark and they hide in a closet until the villains depart. Mark is forced to stay for the support meeting to protect Cheseborough. In cafeteria, Kat meets Mark and he promises her he shall tell her about what is happening (a promise he never kept to Samantha).
Rick meets Chuck and Jessica at the school so they can download a programme which will delete Kilobyte, but the latter appears and chases Rick and Cheseborough about the school. Rick escapes but Cheseborough is dragged back to the carnival where he is trapped inside the game.
Episode 39: The Master Plan
Mark and Chuck must find a way to free Cheseborough from the game. Kilobyte reveals his plan to his minions: That night, the rides at the carnival are free to lure as many humans into a trap. When the time is right, Kilobyte and his army will attack and imprison them all in the game and mankind shall be replaced by the villains. Sparx is eavesdropping but gives her position away and is captured. Lord Fear comes up with a clever plan to make the final battle his triumph, in more ways than one. He forges a unison with Ace, so they can both destroy Kilobyte. Kat is captured by Kilobyte and put in a prison with Sparx and Random. Rick is imprisoned in the game. Ace discovers his origin and doubts his existence. Mark convinces him otherwise and they head out with Lord Fear to fight Kilobyte. Kilobyte gains the final piece of the Amulet, but he is blasted to the Sixth Dimension by Mark, Ace and Lord Fear. Fear suddenly blasts Ace who was really Lady Illusion in disguise. Fear, Staff Head and Dirty Rat all flee in terror. Lady Illusion dies and returns to the game. Kilobyte swears vengeance against Fear and Ace, but both he and Rick are trapped in the game.