Disclaimer: Wow! I remembered! This applies to all my fics, because I never remember to stick up one of these.

I do not own Ace Lightning. Yet. Ace Lightning and all its associated characters are the property off BBC/AAC. I write for fun and receive no profit.

A/N: Some of you will not be surprised to discover that this is the direct result of a message board conversation with Hyperphsycomaniac, although she may not realize it. Yes it's weird, deal with it.

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Sparx sighed; she was so bored. It was no fun when there were no bad guys to fight.

"Trust Fear to wimp out and hide," she muttered, sitting down on the step outside the Haunted House to wait for Ace, who had gone to search another part of the Carnival.

"Sparx," came an eerily familiar voice from the gloom. "I have waited a long time for this moment."

Sparx jumped up and turned to face the Haunted House, pulling out her sword as she did so.

"Relax, I only fire on command."

"Yeah," Sparx snapped. "Yours, sticky froggy thingie." Does this thing even have a name?

"I believe the word you are looking for is Staffhead. Not the name I would choose, but I have very little say in such matters . . . Anymore."

"Whatever. Where's Lord of the Freaks?" Sparx knew from past experience that when you mocked Fear, his talking twig took it personally.

"How should I know? He's a coward, and I refuse to associate with him." Staffhead sounded haughty.

"You ditched Lord Fear?" Sparx looked skeptical. "You can't."

"Ah, but I can. And I did." Staffhead hopped to the ledge of the step and 'sat' on it. "If you sit here beside me I'll tell you my tale."

Sparx was certain that this was a trap, and there was no way she'd leave herself open to attack. But boredom had made her extra curious, so she sat on the ground in front of him, from where she could see the entrance to the Haunted House. She laid the sword across her lap and looked at him inquisitively.

He smiled, a smile that made her shudder, before beginning. "Have you ever heard of 'The Frog Prince'?"

Sparx rolled her eyes. "If you think I'm falling for that one, you've got another think coming!" she looked ready to leave.

"No! Wait!" he sounded desperate, and Sparx hesitated. "Think back, three years before your birth a two year old prince was kidnapped from the 12th Dimension, you would have read about it at some point."

Sparx had. More than you know. She sat back down. "So?"

"This Prince was kidnapped by a pathetic wannabe Sorcerer, who planned to use him to start a war," the staff head relaxed, now that he was sure of her attention. "This idiot Sorcerer had failed at all his other plans, and this one was no exception. Finally, in desperation, he sold his soul to an old gypsy who gave him what he had always wanted in return - power over all forms of magic. His first unfortunate victim was the child Prince, who was bound as a slave to the Sorcerer for all eternity. The Sorcerer soon became the most powerful evil entity that any dimension had ever known. His reign of supremacy was short-lived, however, and soon his power began to fail. The bargain he had made with the gypsy was not as powerful as he had been led to believe. He began to rot, his spell of eternal life weakened - but not completely lost, and all his strengths left him. Soon all he had left was the young prince, whose spell had been cast when the Sorcerer had been at his most powerful, and therefore was still trapped by the magic. This Sorcerer, now a pathetic rotting corpse, gathered together minions from across the universe and launched a desperate attack on the Sixth Dimension, certain that one precious artifact in particular would restore him his powers. Still the Prince was spellbound to him, unaware that he was so." Staffhead paused for breath; his lungs were only small after all.

Sparx sighed impatiently after a few seconds. "And . . ."

The toad gave another skin chilling smile before continuing. "It was only when the Sorcerer and his minions were arrested by Lightning Knights that the Prince became aware that something was wrong. One of the Knights were royal, something that, as a Prince, he knew immediately. But not realizing that he was a royal, the Prince didn't understand how he knew that this particular Knight was, especially as they had clearly gone to great pains to hide it."

Sparx had begun to shift uncomfortably on the ground, but Staffhead seemed not to notice this.

"The Prince mentioned none of this to the Sorcerer because he wasn't asked, but was rather glad when the royal Knight followed the evils into another dimension. He remembered hearing the Sorcerer discuss a young runaway royal with some evil counterparts some years ago, and realised that the royal Knight and the runaway were one and the same. Although this information was very interesting the Prince, he still couldn't comprehend why it was, until the Sorcerer was defeated yet again. Every time he was beaten, the Sorcerer lost more power, and this time was no exception. The Prince didn't notice at first, he had been under the Sorcerer's controll for most of his life, but he was beginning to think independantly of the Sorcerer, and remember things. He remembered who he was, and how he had been taken from the cradle by the pitiful Sorcerer. These were his last true memories, and he recalled them with perfect clarity. He realised how he had known that the Knight was a royal, and, as such, that they could break his terrible curse. He knew, for the first time in his life, how truly deformed the Sorcerer had made him," the staff head's voice cracked for the briefest moment, but he regained his composure and continued. "He saw how vile his appearance was, and realised that no royal would help so heinous a creature. His mind had been broken free of the Sorcerer's spell, but his body had not. He left the pitiful corpse to which he had been so falsely attached for so many years, and his mind was at last free to think thoughts untainted by an evil spell. He dreamt of that which he knew he could not have; a royal's redemption. But one day, he saw the royal Knight alone, and beseeched of them a listening ear. His wish was granted, and his tale was told. The royal Knight kindly listened to the end of the Prince's dreadful history, as few other people, royal or no, would ever have had the grace to do. And when his story was told in full, the Prince made one final request."

"Which was?" Sparx knew, but she had to ask.

It was then that Staffhead did a most unexpected thing. He threw himself off the step and onto the ground in front of Sparx. "Save me! I beg of you, for this is no life. And if, in your most beautiful of hearts, you can find no sympathy for me, then please, draw your sword, that sweet defender of your precious life, and kill me now! For this is no existence! This is pure hell! Please . . ."

Sparx reached down and gently lifted the toad from off the ground. He separated from the stick easily, and she sat him in the palm of her hand. She remembered being forced to study the rich history of the 12th Dimension, sister dimension to the 6th, and stumbling across the small amount of reference to the cradle-snatched Prince. As she had read the cold, uniform text, Sparx had felt a pang of sympathy for the child's parents, possibly more than they had ever felt themselves. But the green blob sobbing pitifully in her hand was, as he had said himself, a heinously ugly brute, all flab and bulge. Sparx knew how the story went. A beautiful princess must find the beauty inside the ugly beast and look past his . . . Disgusting exterior.

"I'm hardly the beautiful princess you need," she told him.

"I'm hardly the stuck-up Prince you probably ran away from," he reminded her.

Sparx sighed again. What've I got to lose? If he was a prince and she broke his spell, so be it. It wasn't like she'd have to marry him or anything. And if he wasn't a prince, and everything he'd just told her was a lie, she wouldn't hesitate to do as he'd suggested and kill him.

Sparx shook her head. I'm crazy. I'll fight giant mutated animals, but I won't kiss a frog? I think not!

Sparx held Staffhead in front of her face, and didn't even hesitate before kissing his flabby green lips. It was the quickest peck she could possibly manage, and she sat him on the ground before dragging a sleeve across her mouth.

"Well?" she looked down at him. "Feel anything?"

"I, I think so."

Staffhead waited. Sparx waited. Just when she though she was going to have to kill him, Sparx noticed the globe above his head beginning to glow. Instead of its customary green, the light was a sheer, pure gold. The light grew, and Sparx held an arm in front of her face to shield her eyes from the bright light. When the light dissipated, Sparx uncovered her eyes and looked up. Sitting opposite her was a drop-dead gorgeous pile of spunk in a lime green suit. He had jet-black hair and a complexion that put Ace's baby bum face to shame. His ice blue eyes met her oceanic ones, and he coughed embarrassedly.

"Would you mind terribly if I asked you to help me? I've never walked before . . ." Even his voice had changed. His accent was far less harsh, and had taken on a richer tone.

"Oh," Sparx was staring at him and she knew it, but she couldn't help it.

"If you don't mind . . ." the Prince's slightly pale skin was growing pink.

"Oh! Sorry." Sparx jumped to her feet and held out a hand for him. She was surprised by his firm grip, and by the fact that his touch gave her goose bumps. She pulled him to his feet and he leaned heavily on her.

"May I just apologize, oh lovely Princess, for the countless times I've hurt you? I was most unwilling, I assure you."

"Hey, if you couldn't help it, forget about it. And don't call me 'Princess'. I'm Sparx."

"Yes indeed, Pri-uh, Madam."

Sparx wrapped an arm around his waist, and her free hand held onto the one he had draped around her shoulder. He placed his other hand over hers and took a tentative step.

"Well do--" Sparx sensed more that heard Ace approaching, and reached up and yanked the crown off the Prince's head.

It may have pulled a bit, and most certainly caught him by surprise, but the Prince said nothing of her actions.

"Ace! Hi! Fancy seeing you here!" Sparx dropped the crown behind them.

Ace looked at Sparx, then at the very attractive young man she had hers arms around. He frowned in confusion.

"And this is?"

"This? Oh, this! Uh, this is a very good friend of mine who has come to visit. Indefinitely."

Ace raised an eyebrow.

"Ace, meet . . . um," Sparx bit her lip and looked imploringly at the Prince.

"Phoenix," the young man pulled his hand off Sparx' and held it out for Ace, who shook it after a moment's hesitation. "And you must be the famous Ace Lightning. Sparx has told me all about you."

"Funny, she's never mentioned you."

"Well, you see--" Sparx disentangled her arms to elaborate, but the young man began to fall over. She grabbed him before he hit the ground and gave Ace her most convincing smile. "He's still a little woozy. First trip through the portal, what can you do?"

"Right," Ace shook his head. "Let's continue this at the Tower, okay?"

"We'll be right there!" Sparx smiled at him. Phoenix nodded his agreement.

Sparx turned to the young man after Ace had taken off. "Phoenix? I thought it was something like Haroldson?"

"Exactly. And I distinctly recall that yours is Amandine, Madam."

Sparx carefully picked up his crown and handed it to him. "How about I call you Nik?"

Phoenix squeezed her a little tighter. "That would be grand, Sparx."

A/N: What? You guys thought that I could have passed up an opportunity for sap? Puh-lease!

Other possible endings were Fear coming out of the House after the kiss and telling Staffhead that he'd won a bet, or Staffhead changing into a twenty-something talking baby. I've also written a second version in which he is just as ugly, but the kiss turned him into a toad/human hybrid, and a snobbish one at that! Feel free to use Phoenix, and any other OCs I've created in a fic, just remember to mention who their mummy is. And feel free to email me. :)

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