Author Note: Chapter 2. I own nothing to do with Ace Lightning, except possibly one or two characters and this story.

"Hey Mark. So let me get this straight. A weird dinosaur creature named Buzzbeast appeared and attacked Ace and Sparx. I bet Lord Fear is behind it. You'd better get organised, otherwise you and the others will be defeated!" said Pete to Mark on the computer.

"I wish we could get organised just like that, but with Ace mourning over Lady Illusion and Random Virus not willing to help us, we're a little stuck at the moment." replied Mark. "I hope that Rick gets out of the game soon, and he doesn't bring Kilobyte with him!"

Rat Trap Hotel, a crumbling building in the middle of Ghost Canyon. It was the place where all of Lord Fear's low-down crew hung out. In the barroom, Lady Illusion and Rick were being used as slaves, handing out drinks to the constant number of zombies that continued to enter the hotel. A series of cowboy zombies slouched over tables playing cards. Some zombies wielding shovels cheered as ghosts of can can dancers pranced about. A zombie in a cactus suit, known as Cactus Man sat at the bar, stark drunk, and he wore a sombrero. A green-faced waiter stood behind a bar and secretly took swigs of alcohol occasionally.

Rick wandered past a table took a peek at the zombies playing cards. One of them was pulling cards out of his jacket when the others weren't looking.

"He's cheating!" cried Rick and all the zombies looked in the direction he was pointing.

They all stood up and shot bullets at the zombie with their shotguns. The zombie fell limp on the ground. Lady Illusion slithered past Rick and whispered in his ear.

"Don't attract attention to yourself, programmer."

Kilobyte watched from a dark corner of the bar, his tentacles hid on the ceiling, just in case Rick or Lady Illusion tried to do anything to escape.

Just then Giant George Wayne entered through the front door, well he actually had to smash his way in, causing parts of the walls to collapse. This was the perfect distraction Lady Illusion needed. She formed a bomb in her hand and threw it at Kilobyte. It exploded in his face and knocked him unconscious. Zombies jumped out their seats and started firing bullets at the lethal lady. Rick ducked down under a table to avoid being wounded. Zombies threw their playing cards away, which fluttered down to the floor like butterflies, and wandered around the room spontaneously. Lady Illusion jumped about the room, firing bombs in all directions, killing zombies and Cactus Man. Giant George ran up the stairs after Lady Illusion but she kicked him and he fell over the balcony and crushed some tables. Rick crawled out of the way in time.

Rick reached the outside world and Lady Illusion followed.

"Which way do we go?" cried Rick.

"This way!" cried Lady Illusion and ran down a path.

As the two made a run for it, Kilobyte emerged from the hotel, rubbing his tattooed head. He spied the two fleeing enemies, but instead of giving chase, and looked up and nodded to some buzzards. The buzzards squawked like alarms and every minion in the Cowboy Crossroads knew what to do.

(Title Sequence)

Episode 41: The Prototype

Mark and Chuck boarded the school bus, which was being driven by a very weird-looking driver. Little did they know that the real bus driver was unconscious and lying in a nearby dumpster, and this driver was actually someone else.

"So I said to her "If you do that to me again, we're through."" said Chuck.

"So what did she say?" asked Mark.

"You know my mum, she sent me to my room!" groaned Chuck and hung his head in shame.

"Okay," said Mark, looking shifty.

The bus then set off, but very badly. The bus then went and rammed right into a tree causing everyone to jolt forwards in their seats. Mark got out of his seat and went to see what was wrong with the driver.

"What's going on?" he asked driver.

"Pigface crash the bus!" squealed the driver.

Mark went wide-eyed and backed away as the driver removed his disguise to reveal it was Pigface.

"Pigface?" asked Mark.

"Pigface can drive a bus?" thought Chuck.

Pigface stepped towards Mark and every person in the bus, except Mark, Chuck and Wayne made a ran for the emergency exit at the back of the bus.

"Dude, blast him!" cried Chuck.

"What is Britboy going to do to that pig!" asked Wayne.

"Something which I may want to do to you!" replied Chuck.

Mark ran to the back of the bus, reached for his lightning weapon and fired lightning bolts at Pigface. Pigface squealed as he vanished in a flash of light. As soon as Pigface vanished, Googler smashed in through the windscreen and uncurled, laughing madly.

"Pigface was a decoy, and now Googler is gonna googlerise you!" giggled Googler.

"You've got to get past me, chuckles!" cried a voice.

"Ace!" said Mark thankfully as the superhero flew in through the shattered windscreen.

Googler rolled into a ball and bounced crazily about the bus, shredding seats and smashing in and out of windows. Wayne leapt out of the bus and ran away. Mark watched patiently and then fired a lightning bolt. It directly hit Googler, who was sent flying across the bus and out into the street. Ace flew out after him and fired lightning bolts at the clown. Googler faded away. Ace turned to Mark and Chuck.

"Are you okay?" asked Ace.

"Now that you're here," replied Mark.

"That was awesome, guys," said Chuck. "But I think Rat's getting away."

Ace looked out of a window and saw Dirty Rat flying away. He shook his head and turned to the others.

"Great. Now he's going to tell Fear," said Ace.

"What's the big deal, Ace? What is Lord Fear going to do?" asked Chuck.

"Fear is more powerful, Chuckdude. When he blasted…Lady Illusion…back to the Sixth Dimension, the beam his fired from his staff was orange and stronger. If he uses that on me, he could destroy me," explained Ace, going into a break down of sadness.

"Don't worry Ace, we'll beat Lord Fear, beat Kilobyte and find Lady Illusion," said Mark.

"I hope you're right," said Ace.

Back in the Sixth Dimension, Rick and Lady Illusion were flying down a railroad in a mine cart, pursued by another mine cart, full of zombies wielding pickaxes.

"Step on it, lady!" cried Rick. "They're gaining on us!"

"This mine cart is going as fast as it can go," replied Lady Illusion.

Rick ignored Lady Illusion and watched the miners chasing them. He then gasped as he saw a bearded zombie toss a stick of dynamite at their cart.

"DYNAMITE!" screamed Rick, which caught Lady Illusion's attention.

She formed an orb in her hand and launched it at the spinning dynamite stick. The two explosives collided and a giant explosion blasted in the zombies' faces. Lady Illusion spied a track lever and threw a bomb at it. It managed to flick the switch and the mine cart sped onto another track, but right into a lava pool.

"Oh crud!" cried Rick, but Lady Illusion suddenly grabbed him and they teleported away to safety.

The zombies had survived the explosion, and were lying on the ground, in more than one piece. The all cringed as Kilobyte emerged from the shadows.

"They escaped again!" he shouted and smashed a lantern with one of his tentacles.

"Kilobyte…" said a cold voice.

Kilobyte turned around and saw a mysteriously cloaked man, two fangs poking out of his mouth. He had an aging face that looked ancient with glowing red eyes.

"Count Vile, what do you want?" asked Kilobyte.

"I can help you find those prisoners and will be glad to destroy them for you. If…" said Vile.

"If?" asked Kilobyte.

"If you allow me to come with you to the mortal realm. I vould like to sink my fangs into some of their necks!" laughed Vile.

"So be it," replied Kilobyte. "Alert every villain in this blasted dimension, I want those two alive!"

"But, you just said that I could kill them, Kilobyte?" said Vile confused.

"You may, but only once you bring them to me!" said Kilobyte.

Vile skulked off and Kilobyte was left alone in the darkness. He closed his eye and went into some sort of trance.

In the Junkyard, Ace and Sparx landed.

"Random, where are you?" called Ace.

"Go away! Leave me alone!" cried Random, appearing around a corner of junk.

"We've come to help you, Random," said Ace.

"I don't need help. I am strong!" roared Random, dashing at Ace.

"I've also come to owe you an apology," added Ace.

Random halted in his tracks and his eye flashed from red to green.

"Apology?" asked Random.

"When I zapped you when I was given my human emotions. I shouldn't have done that. I am sorry Random," replied Ace.

"I…I…I forgive you, Ace," said Random smiling.

"Will you come with us to the carnival, so we can beat Lord Fear?" asked Ace.

"I will. But if my evil side tries to take over, I shall return to here!" replied Random.

"Great, then let's kick some butt!" cheered Sparx on the Lightning Flash.

"No. Let's kick your butt!" laughed a voice.

Ace, Sparx and Random looked up and saw Lord Fear fly into the junkyard in the Doom Wagon. Anvil, Dirty Rat, Rotgut, Buzzbeast and Candy Floss followed him.

"Lord Fear!" cried Ace.

"Well who do you think I am? Santa Clause?" asked Lord Fear and cackled evilly.

"That's a good one milord!" replied Staff Head, laughing crazily.

"What do you want, Fear?" asked Random.

"The same which I've always wanted to do: Blast you into oblivion!" shouted Lord Fear. "Minions, attack!"

Anvil ran forward and went to attack Random, while Candy Floss whipped out an arrow and fired it at Sparx through her bow. Ace fired lightning bolts at Fear, Rotgut and Dirty Rat. Dirty Rat instinctively hid while Rotgut scampered after a fleeing hand. Lord Fear fired an orange blast from Staff Head, and Ace jumped out of the way as the attack hit a pile of car tyres which erupted into a tower of fire. Random and Anvil were at war, their metal weapons clanging with eachother every second. Sparx flew across the junkyard and dived down on Candy who had clambered up onto a pile of trash to get a better aim. She, however, got caught on the front of the Lightning Flash and held on for dear life.

"You're a face that I haven't seen before," said Sparx, as she tried to shake off Candy.

"Please don't do that. I'm scared of heights!" said Candy, slowly managing to stand up on the Lightning Flash, but wobbled about dramatically.

She quickly brought an arrow to her bow, but Sparx fired a lightning bolt from her sword and it sent Candy and her weapons flying off towards the ground below. Buzzbeast leapt at Ace, but one of Candy's arrows struck him in the back and he faded out.

Rotgut managed to retrieve his hand, but then Candy fell directly in his arms and he was as surprised as she was. Dirty Rat flew out of his hiding place and laughed.

"It's raining babes!" he laughed.

Candy motioned to Rotgut to put her down and so he did. Candy then slapped Dirty Rat hard across the face. She then walked off to pick up her bow and scattered arrows.

"Whoa! She's really into me!" laughed Dirty Rat, who was obviously lovestruck.

Rotgut scratched his head in a confused manner. He shifted away, wondering if Rat's eyes were going to change into beating hearts.

Random tossed Anvil through the air and Ace fired a lightning bolt at Anvil. He vanished in mid air. Googler leapt up at Sparx, who smashed him away with his sword. Googler hit a car and then bounced back up like a he had a spring in his ball. Sparx ducked as Googler went flying overhead. Random went to help Sparx while Ace tackled Lord Fear. Random swung his rusty claw and swatted Googler away like a fly. Sparx slashed the air with her sword and fired lightning bolts at Googler, who exploded is a flash of light.

Ace chased away Lord Fear with some lightning spears and the fired lightning bolts at Rotgut, who faded out, followed by his traditional western theme tune.

Rat shrieked and flew away into the sky after Lord Fear.

"I will destroy eventually, Lightning!" cried Fear as he soared away into the sky.

Lord Fear extended an arm and pulled Candy up into the air, making her drop one of her ready arrows. The two flew away into the distance.

"We'll take you anytime, bonehead!" challenged Sparx.

In Chesebrough's homeroom, old favourite alien-fearing scientist was looking out of the window, arms behind his back, looking very manly. Mark entered the room and Chesebrough glared at him.

"Mr. Hollander, you are late," said Chesebrough.

Mark looked at the clock and then stared back at his teacher.

"Only by about two seconds, sir," replied Mark.

"Don't talk back to me, boy! And thanks to your little alien friends, I was nearly probed!" snapped Chesebrough. "You promised you'd keep the aliens away from me, but you didn't. Did you?"

"Well, I…er…" said Mark, but he had no answer.

"See. You can't even produce a simple answer, Hollander. You are dumber than I thought," said Chesebrough, striding past Mark to the blackboard and started rubbing off information from the previous science lessons.

"I was smart enough to join the right group of aliens. You gave evil aliens a powerful item, and if you had overdone it, the entire planet would have been ruled by aliens!" shouted Mark which caught Chesebrough by surprise.

"What?" quivered Chesebrough, his aging face going pale.

"Sir, you nearly doomed mankind," said Mark and left the room, leaving Mr. Chesebrough shocked and he slowly slumped down in a nearby chair.

Back at the carnival, Lord Fear pleasantly played on the organ in the Haunted House, well, if you call spooky organ music pleasant. Staff Head moved his amphibian head around to the rhythm of the music.

"You're fabulous at playing the organ, milord," said Staff Head. "And it is even better that you destroyed Kilobyte and Lady Illusion in less than five minutes!"

"Wrong, my totem of terror," replied Fear.

"Huh!" said Staff Head in astonishment.

"My attacks were not strong enough. I have a hunch that Lady Illusion may still be alive and in the Sixth Dimension," explained Lord Fear. "But with Kilobyte out of the way, I shall rule this realm and if he dares returns, I'll blast him into oblivion!"

As Lord Fear and Staff Head started cackling, they failed to notice a long, slimy, black octopus lurk out of the black shadows and sneak up behind them. The tentacle tapped Lord Fear on the shoulder and the evil lord swung around angrily, but then gasped as soon as he set his blood red eyes on the wriggling tentacle before him.

"It cannot be…" he whispered.

Staff Head had gone as white as a sheet. He and his master watched as not three, but five more black tentacles emerged from the shadows and flew across the room towards them.

"I am not who you think I am," said a cold voice and out the shadows stepped a man who looked incredibly like Kilobyte. In fact he was nearly identical to Kilobyte except several unique things.

The guy had black hair and not a single tattoo in sight. He wore grey and black body armour with clawed hands, spiked boots and six black octopus tentacles lurching out of his back. His face was very grim, his brow pinched. He stared in Lord Fear's red eyes with icy blue eyes.

"If you are not Kilobyte, then who are you?" asked Lord Fear, taking Staff Head in his hands and aiming him at the Kilobyte look-a-like.

"I am the prototype of the Cyber Stalker. I am Scrambler!" announced the man, his cold eyes widening as he spoke, sending a chill down Fear's spine.

"Yeah, and I'm the Frog Prince!" said Staff Head sarcastically and giggled.

Scrambler roller his eyes and smacked Staff Head in the face with one of his tentacles.

"Silence! I am here to make a deal with you, Fear. I was banished to Limbo by my creator," explained Scrambler.

"You have a creator?" asked Lord Fear.

"Shut up. Anyway, Kilobyte was created by the Master Programmer to destroy the Lightning Knights, but when you and Ace Lightning sent him to the Sixth Dimension, I was released from my prison and sent here. If you and I join forces, we can destroy Kilobyte and possibly Ace Lightning as well. All I need is the Amulet of Zoar, and possibly your minions. What do you say?" said Scrambler.

"I am not going to be tossed aside like your brother did," snarled Fear.

"I am not as stupid as Kilobyte is. I know that your powers have increased since you defeated Kilobyte," said Scrambler. "Now answer my question, or be destroyed!"

"Very well. I shall," said Lord Fear and approached Scrambler and shook his hand.

Just then, Dirty Rat flew in, looking as though he'd been sent on a 100 mile marathon.

"LF, LF! The Lightning Knights are attacking!" cried Rat and he then noticed Scrambler.

"Rat, this is Scrambler. He is supposedly is Kilobyte's brother," said Lord Fear and Dirty Rat raised an eyebrow.

"Er…right. I'll just go and prepare the troops," said Dirty Rat and flew out of the Haunted House.

"Finally, this is now where I get to whip Lightning and his pathetic sidekicks into oblivion!" cackled Lord Fear and made his way towards the door. He glanced to Scrambler.

"Would you like to join me in my moment of triumph?" asked Lord Fear. "Besides, if we destroy Ace Lightning, than your brother will have no purpose and we can destroy him easily!"

"Very well," said Scrambler and followed Lord Fear out into the carnival midway.

A battle had already gone climatic in the midway. Pigface and Rotgut were unconscious on the grass, Rotgut drenched in pig slime. Rat flew above the battle, dodging lightning bolts being fired by random Lightning Knights. Ace tackled Buzzbeast, while Random connected him claw with Anvil's immense strength. Sparx was having difficulty fending off both Googler and Candy, who had manage to jam a good ten of her candy arrows into the side of the Lightning Flash.

As soon as everyone saw Scrambler, they froze. Pigface and Rotgut gained consciousness, but fainted as soon as they saw Kilobyte's twin.

Ace's eyes shrank and he aimed his wrist cannons at Scrambler.

"I'm not Kilobyte!" cried Scrambler, looking annoyed.

"Oh," said Ace and started blasting Buzzbeast again. Buzzbeast quickly vanished in a flash light, morphing into a green bumper car.

Sparx smacked away Googler with her sword and rolled across the ground as Candy Floss; standing on top of a booth fired a shower of arrows. But as she fired her weapons, the booth's fabric roof tore underneath her weight and she tumbled down into its chamber. Sparx fired a lightning bolt at Candy from the Sword of Jacob and with an annoying moan; she vanished into a whirl of pink light.

Candy morphed into a human-sized plastic candy floss beside a candy floss stand.

Sparx grinned triumphantly, but a orange blasted struck her in the back, causing her to go barrelling forward and colliding with a nearby lamppost. Ace saw Sparx fall unconscious and ran to her aid. Random defeated Anvil, who morphed away, and joined Ace and Sparx's side.

"We're outnumbered, Ace," said Random. "We should retreat."

"Perhaps you're right," said Ace and picked up Sparx's body and placed it on the hovering Lightning Flash.

Random swatted Googler away as he slowly retreated out of the carnival. Lord Fear fired beams as Ace piloting the Lightning Flash, took off, but he wasn't very good at driving it, as he nearly did a loop-da-loop.

The villains called it a day and began to return to their homes. Scrambler turned to Lord Fear as the elderly skeleton made his way for the Haunted House.

"You're enemies appear to retreat fairly easily," said Scrambler. "They should be easy to destroy."

"Well, Lord Fear is a bit crippled from battle with Ace Lightning," said Dirty Rat and Lord Fear grabbed the rodent and tossed him to the ground.

"Silence, rodent!" shouted Lord Fear.

"I'm only letting Scrambler know," said Rat and he flew away muttering something.

"Like I said, your foes will be easy to defeat. And with them out of the way, Kilobyte and my programmer will be destroyed easily!" declared Scrambler and laughed coldly.

"I think we lost them!" cried Rick to Lady Illusion.

After the two had escaped Kilobyte's clutches in the mine, they had arrived in the haunted house but they didn't get the chance to get to the portal, as an army of zombies chased them about the house. Rick had been scared silly by giant spiders that appeared but Lady Illusion revealed that they obeyed her and the spiders blocked the path for the zombies. But some of the zombies snuck through a secret passage and chased Rick and Lady Illusion for a good ten minutes, until they fell through some floorboards. Rick and Lady Illusion had taken refuge behind the nearest door led to a flight of stairs and here they were now in a dark room, panting for breath.

Lady Illusion collapsed to her hands and knees, out of breath. Rick took of his hat and rubbed his head. During the run through the spooky attraction, Rick and banged his head on low beam and clutched his head for most of the madness.

"Where are we?" he asked and Lady Illusion looked about.

They were in a dark room with exposed wooden rafters and heavy beams. The floor slanted upwards. They were obviously in the haunted house's attic. Uncountable amounts of old furniture and other items were laid about all over the room. There was a portrait of Lady Illusion in a corner, but someone had slashed a large hole through the elf's beautiful face. Cobwebs hung everywhere and the moon shone through the windows.

"Let's hope Kilobyte or those zombies don't get up here," said Rick.

"Wait, I think we've got company," said Lady Illusion, standing up and forming a orb in her hand.

She slinked her way through the attic, Rick crouching behind her. A strange light came from a dark corner of the attic. Lady Illusion then turned around and looked at Rick who looked at her curiously.

"What?" he asked.

"You must have been really freaked out. You're heart is beating very loudly," replied Lady Illusion.

"My heart is beating really loudly…what are you on about?" said Rick, but was cut off when he realised what the lady was on about.

There was a terrifying heartbeat that echoed loudly, each beat sounded like it was being projected inside a giant megaphone. And then the two saw what was making the heartbeats.

Slowly, a hazy blue figure appeared in front of one of the attic windows, lightning flashing outside. The windows were destroyed, their glass shattered and broken, the beams splintered, hanging loose from their hinges.

"Who are you?" asked Lady Illusion and the ghostly figure slowly turned around and made Rick let out a scream.

Hovering a foot above the floor in midair stood a long dead woman dressed in a bridal outfit of a long ago era. Her hair was wild and frayed, silver in colour; her skin a shade of pallid green-blue. Her eyes, distant and obviously somewhere else glowed a supernatural yellow in their sockets. Her face was twisted up in a sad expression. Her white veils, long and impressive floated in midair, billowing, to both sides of her. In one hand of the woman's was a bouquet of flowers, now all rotting and dead, and in the other was a dimly lit candelabra.

"I am Emily Toomes…" said the ghostly bride.

"Emily Toomes? She is the Bleeding Bride! I created her to be one of the bosses in the Ace Lightning game, but I'm pretty sure I deleted her. But why is she here? Could she possibly following the back-story I gave her?" thought Rick in amazement.

"What are you doing up here in the attic? Shouldn't you have passed on?" asked Lady Illusion.

"I should have by now, but I promised myself I would not move on until I was reunited with my groom," explained Emily.

"Groom? Who is your groom?" asked Lady Illusion, looking suddenly interested.

"Lord Fear," said Emily.

"Lord Fear! Why would want to marry him?" said Lady Illusion in surprise.

"Because he gave me life, love! It happened about two years ago. Lord Fear was a young and handsome skeleton. We met inside this very room and eventually planned to get married," explained Emily.

"And your marriage didn't happen…because?" asked Lady Illusion.

Rick stayed quiet.

"I think Staff Head had something to do with it. He disliked not being in the spotlight and was jealous of mine and Lord Fear's relationship, and I believe that he thought the marriage was dreadful. On the eve before our wedding night, when I was upstairs in my room putting this bridal gown on, these odd people known as 'Lightning Knights' appeared, searching for the Amulet of Zoar. My love and his close friends battled these Lightning Knights, but then this paranormal thing happened…they all disappeared into thin air. I never saw my true love ever since that day…"

"I was there! I vanished with Lord Fear…to Earth," cried Lady Illusion.

"So you are Lady Illusion. The "missing female" that I heard about. Tell me, do you know where Lord Fear is?" asked Emily.

"Well not exactly, no," replied Lady Illusion. "So what happened when Lord Fear and I were gone?"

"The wedding was cancelled, and I fell into despair. I waited for the my love to return, but he never has. So without hope, without love, without Lord Fear…I…I…" said Emily.

"You hung yourself!" cried Rick, finally speaking.

"How did you know that?" asked Emily suspiciously.

"I just guessed," said Rick nervously, looking shifty.

"Anyway, I was buried as you might've guessed, buried in a graveyard full of zombies!" cried Emily, tears building in her eyes. "And I've stood in this attic ever since my ghost was formed, staring out of this window, and waiting for my skeleton to return to me!"

"Maybe this is a bad time to tell her that Lord Fear was here after Ace defeated him…" thought Lady Illusion.

"Now that you mention it, Emily. I have seen Lord Fear!" said Lady Illusion and Emily stared at her in joy.

"You have! Where?" cried Emily, grabbing Lady Illusion's hand as if her afterlife depended on it.

"Where I was transported to, Earth!" replied Lady Illusion.

"Yes, there is portal in the organ room," said Rick. "Come on!"

"You're not going anywhere!" came a familiar voice.

In the doorway to the attic stood Kilobyte with Count Vile by his side, and a band of zombies trying to squeeze their way in through the attic door.

"Kilobyte!" cried Lady Illusion.

"Thankyou for telling me where the portal is, programmer," said Kilobyte. "But now you will die!"

"Over my dead body!" cried Rock, but then he bolted upright. "What am I saying?"

"Eliminate them!" said Kilobyte.

"Look! Ace Lightning!" cried Rick, pointing towards the stairway that was visible between Kilobyte's legs.

Kilobyte, Vile and the zombies swung around and dumbly stared down the stairs, searching for the superhero that was not there.

In the process, Emily punched a shattered window open and she grabbed Lady Illusion and Rick by the arms and dragged them out of the window to the ground below. Then, she pushed the two through an open window which led into a old looking library. Rick heard a zombie cry "Where'd they go?" and Kilobyte shouting "Get them you rotting pieces of waste!".

As the trio ran through the library, Rick examined the library which he designed in about two seconds, but the residents of the game's version of the Haunted House had redecorated in about two days.

The room was a medium-sized room, obviously full of rows upon rows of books, and cobwebs. Each book, big and small, gathered its own quilt of dust from neglect. A series of stone busts were perched on shelves around the library and appeared to follow the movements of the fleeing mortal, elf and spirit. A pile of books which looked like ghost stories were set on the floor beside an arm chair which looked like it had a face. A nearby library ladder swayed back and forth, and a book floated unsteadily before a gap in a shelf, as if a ghost was carefully trying to place the book back while wobbling on the ladder. The trio left the library and ran through a small room with a dusty black piano in a corner, a phantom pianist playing it.

Rick heard the sounds of bookshelves tumbling down within the library. The Master Programmer could tell that the zombies has somehow managed to drag their mostly-useless corpses out of the attic and got into the library.

They ran through a very messy kitchen, which looked very untouched. Rick guessed that was probably because the absence of Pigface. Before Kilobyte when bad, Rick sometimes watched Pigface raid the three-dimensional kitchen whenever he had nothing better to do. But now, it seemed very lifeless.

Eventually, Rick, Lady Illusion and Emily reached the organ room. It looked mostly identical to the organ room on Earth, except for the point that there were some stocks and a guillotine in the room. Rick inspected each of the four doors that led off out of the room and remembered the portal was in the door to the far left.

"That one! That door contains the portal!" cried Rick and as he made his way towards it, the zombie gang stalked into the room and groaned.

"Get him!" cried Count Vile, who appeared in front of the zombies.

The zombies stumbled forward like some drunk men. Rick prized the door open and a purple swirling portal filled the door.

Rick immediately leapt into the portal, not taking a second glance at Lady Illusion. Lady Illusion hurled an orange bomb at the zombies who all fell to the floor as the bomb exploded at their rotting feet. Vile leapt over the bodies and chased Lady Illusion and Emily into the portal. The portal disappeared and the door slammed shut by itself. The zombies slowly managed to stand up and watched as a red-faced Kilobyte entered the room.

"You are no more worth my time!" said Kilobyte, his tentacles stretching out of his back and flying towards the zombies.

Kilobyte cackled as light surged around the room. Energy was absorbed up his tentacles. He watched as the zombies groaned and their entire bodies crumbled away until there was a pond of dust on the floor.

"That is what will happen to Ace Lightning, when I escape this prison. No, wait! Since I couldn't bring the mortals to the Sixth Dimension, I'll bring the Sixth Dimension to the mortals! Muhahahahahaha!" bellowed Kilobyte.

At the carnival, Lord Fear and Ace Lightning had gotten into another battle. It was only him and Mark against Lord Fear, Pigface, Rotgut, Dirty Rat and Scrambler. Scrambler had some sort of defence shield ability which protected himself and his allies. Every lightning bolt that struck the shield flew right back at the two who had to duck out of the way to dodge the attacks. Chuck hid in the background watching, his laptop at the aid, in case something really bad happened.

"It is over, Lightning! You are finished!" cackled Lord Fear as he fired a fiery orange beam from Staff Head.

It struck Ace, who went flying away. Mark ran to his fallen comrade.

"Ace, are you alright?" asked Mark.

"I'm fine, but we need help," said Ace. "Random is too afraid to help, and Sparx is unconscious."

"Don't worry. Kat is looking after her," said Mark.

"Kid, I hate to say this but…we need a miracle!" cried Ace.

He goes his miracle when a purple portal appeared in midair and Rick, Lady Illusion and Emily tumbled out, Emily, being a ghost, tumbled underground. Lady Illusion and Rick stood up and everyone was in shock.

"Lady Illusion? You're alive!" cried Ace, his heart doing a backflip.

"Ace!" cried Lady Illusion with joy, and was about to run for her hero, when a tentacle seized her around the waist.

"Scrambler!" cried Rick in shock.

"Programmer!" shouted Scrambler and smacked Rick to the ground with another tentacle.

Rick scurried away, past Ace, Mark and Chuck, who was as surprised as everyone else was.

"Rick!" cried Chuck as the Master Programmer dashed by.

"I thought I destroyed you, Lady Illusion!" snarled Fear.

"Ace, go! I'll be fine!" cried Lady Illusion.

"But…" said Ace.

"Just go!" cried Lady Illusion and Scrambler walked away, taking her with him.

Ace nodded and flew away, his head bowed. Mark and Chuck ran out as well.

No one noticed Vile fly out of the portal which closed. He grinned as he saw Ace fly away, so he embraced himself in his cloak and morphed into a vampire bat and flew away into the sky.

"Time to totally annihilate you, Snookums!" cried Lord Fear and an orange glow engulfed Staff Head's orb.

"Go ahead and destroy her, Fear. I have no use for her," said Scrambler, throwing the lady to the floor.

"Hahahahaha!" cackled Fear as he reigned down upon Lady Illusion.

"Wolfgang!" cried a female voice.

Lord Fear froze and slowly turned around to face the area of the voice. Before him stood a blue-faced woman in a flowing bride's dress with supernatural yellow eyes.

"It can't be! Emily?" cried Fear.

To be continued…