Disclaimer: I don't own Ace Lightning!

Content Warning: contains torture.

A/n: I have a really bad feeling that I am going to be flamed by both Mark haters and lovers for this. But I've been told I should post it so here it is. I will now be standing waaaaaaay over here out of flame thrower range if you want to send me a review :)

Mortal Knight

Mark crept through the carnival. Ace had called him on the phone, saying there was something he needed help with. Mark had been too tired to ask why he should come down to the carnival at ten o'clock at night, but Ace had said it was important. Mark had told him to ask Chuck and Ace had replied that only he could help him with this. Perhaps, Mark thought, he had only come because lately it had seemed Chuck had, totally unintentionally, made his help redundant.

Mark walked up, through the shadows, to the Haunted House. Ace should be around somewhere.

"Glad you made it, kid." Ace's voice.

Mark turned. "Ace, what's…" and stopped. Lady Illusion was the only one there, arms folded, an evil grin on her face.

"Oh, no," said Mark, shaking his head and backing away. He'd been fooled. He should've realised, but he'd been too eager to help.

About to turn and run, there was a soft thud behind him. Mark turned to face the sound.

Kilobyte straightened up from the half crouch he'd landed in after jumping off the Ferris wheel. His four tentacles rippled, reflecting the moonlight. He had the self satisfied smirk of the cat that'd just caught a baby bird out of the nest.

"Well, mortal, I see you came."

"What do you want? I don't have any pieces of the amulet with me," Mark lied. He could feel the cold metal pressing against his chest and hoped Kilobyte wouldn't notice the cord around his neck.

"No, I don't need your amulet. Usually I don't concern myself with mortals. Unfortunately, you have made yourself a concern to me," replied Kilobyte. He began to move towards Mark, his tentacles reaching over his shoulders. "And when a mortal makes himself my concern, he isn't my concern for long."

A tentacle wound its way around Mark, not quite touching him, but cutting off any escape. "Emotions were supposed to make Ace Lightning weak. But you help him use those emotions to become stronger. Particularly friendship. Luckily for you I can use that emotion against him. Turned inward, it will rip him apart. You, mortal, get to live for a while longer. But when I'm finished you'll wish you hadn't, and Ace Lightning will be destroyed."

Kilobyte began to laugh and Mark tried to duck under the tentacle but it suddenly tightened, dragging him in its grip towards the Haunted House.

"Sparx, will you stop that?" growled Ace.

"What?" said Sparx. She hit the ping-pong ball again, it bounced off the wall.

Clink, clunk.

"That."

"What?"

Clink, clunk.

"The ping-pong ball."

"I'm just practicing."

Clink, clunk.

"Well, stop. It's annoying me."

Clink, clunk.

"Sparx!"

"Alright, I've stopped! You don't have to yell."

Ace sighed. "Sorry, I'm just…"

The phone interrupted with a bleeping noise. Ace picked it up. "Lightning here."

"Just who I wanted to talk to," Kilobyte's voice dripped from the line.

"Kilobyte?!" said Ace, surprised.

Sparx looked up from trying to start quietly bouncing the ping-pong ball again, suddenly interested.

"What do you want? And how'd you get my number?"

"From your little mortal pet's phone."

"Where is he?" demanded Ace, tensing.

"You really care about him, don't you? Pathetic. He is only a mortal."

"He's my friend and if you lay one tentacle on him…"

"Though I suppose you see him as a lightning knight. Don't you?"

Ace couldn't help feeling he was being backed into a corner. "Yes, he is a lightning knight. Where is he?"

"Don't worry, Lightning, he's right here." Kilobyte's voice seemed to have taken on an edge. As if he was smiling. "But I think he's a bit low on power. Perhaps I'll just help him power up."

"What?" said Ace. "Mortals don't power up…"

"But he's not a mortal is he? He's a lightning knight, according to you."

"You can't put electricity into a mortal," Ace tried to explain, confused as anything.

"Let's just try anyway," growled Kilobyte, the conversational tone completely gone from his voice.

Ace felt his stomach twist as his confusion vanished, replaced by a deep dread. It was confirmed by a crackle over the line. Ace recognised it as a high voltage playing havoc with the signal. A second later he heard Mark scream.

"Mark!?!"

"Ace, what's going on?" asked Sparx, seeing pure fear in Ace's eyes.

Ace ignored her, shouting into the phone. "Kilobyte, stop it!"

"Ace don't come, it's probably a trap!" Mark was barely understandable, his sentence suddenly twisting into a cry of pain. The crackle of electricity was now audible; the voltage had been turned up.

The signal got worse, but Ace could still hear Mark trying to stifle another scream before it cut out all together.

"Ace?" asked Sparx. "What's wrong?"

Ace couldn't seem to focus for a second. "They've… damn, we have to get to the carnival. Kilobyte's got Mark… he's hurting him…"

That was all Sparx needed to hear. "Well let's go then! Ace c'mon!"

Ace seemed frozen in place.

"Ace!" Sparx grabbed him, shaking him by the shoulders. "Snap out of it!"

Ace did. His eyes seemed to narrow to a point as they locked with Sparx's. Something burned behind them, causing Sparx to swallow nervously.

"If anything happens to him…" Ace growled, his voice cold as ice. He pushed Sparx off him and shot through the roof like a bullet.

"Ace, wait!" Sparx called the lightning flash and flew out, trying desperately to catch up.

Kilobyte pushed the huge switch slowly back to the off position. He didn't really want to kill the mortal, at least not until Ace got there.

Mark sat on a chair in the middle of the room, his head hung down trying to breathe. The electrical cables and pieces of wire attached to the switch had been ripped out of the wall and tied around his arms and body. The insulation broken and missing from most, the electricity was free to go where it pleased. Mark could feel himself shaking, even while he was sweating. His nervous system was on edge, as if waiting for the next jolt.

"While this is fun and all," Mark vaguely heard Lord Fear say. "I don't think it'll help destroy Ace Lightning."

"He cares about this mortal. When he sees him being destroyed, his feelings of friendship and loyalty will demand that he saves him. But he won't be able to. And so, those feelings will turn on him."

"Or his feelings will just give him enough strength to save the mortal."

"Emotions are weak," Kilobyte growled. "They cannot give strength."

"Whatever you say, Kilobyte," said Lord Fear quickly. "But I'll just watch if you don't mind. I wouldn't want to spoil your obviously brilliant plan."

"No," smiled Kilobyte, rubbing a tentacle past Lord Fear's shoulder. "You wouldn't."

"Fool," whispered Lord Fear to Staff as Kilobyte moved away. "I have seen Lightning's friendship. Kilobyte plays with something he knows nothing about."

"That's why you should be in charge, m' lord," said Staff.

"I will be, my loyal Staff. Kilobyte thinks Lightning's feelings will make him weak. But they will give him strength, maybe enough to weaken Kilobyte, or even destroy him. Whoever the victor is, I will destroy myself. Then I will be ruler of this world."

"Boss, boss!" shouted the rat, flying in through the open door. "Ace Lightning's coming!"

Kilobyte took the time to look annoyed at Rat before turning to face the door.

A second later Ace flew in, throwing himself full force at Kilobyte. Kilobyte simply spread all four tentacles in front of himself, stopping Ace's attack and throwing him back against the door frame.

The wood splintered with a crack and Ace sunk to the floor. He pushed himself back up with a cold determination, then suddenly saw Mark in the chair.

"Mark!?"

He didn't seem to be moving.

Ace sunk back to his knees.

Kilobyte smiled. "Don't worry, he is still alive. Would you like me to show you?" A tentacle wound its way towards the switch.

"Leave him alone," Ace growled, desperately trying to look for a way to get past Kilobyte. He couldn't see any. "What do you want?"

"I want you destroyed."

"Then destroy me," said Ace, raising his hands. "Just let Mark go."

"Ace… don't," said Mark, finding the strength to look up.

"Kid, are you alright?"

Mark tried to answer but slumped back down, breathing heavily.

"Kilobyte, you have to let him go. He has nothing to do with this. Let him go, NOW." Ace could feel the anger rising inside of him. He wanted to attack Kilobyte. He had hurt Mark. But his anger was imprisoned behind a wall of fear. Kilobyte's tentacle dangled dangerously close to the power switch. Ace didn't want Mark to get hurt again and if he let his anger get out of control he could. He didn't know what to do.

"You're not really in the position to make threats," growled Kilobyte. He decided it was time to close the trap. "I don't know why you seem so angry though. You're the only one to blame for this."

"You're just trying to mess with me," said Ace, but he didn't seem so sure.

"That may be true. But shouldn't a hero help his friends, and," Kilobyte's tentacle gripped the switch, "fellow lightning knights?"

"Leave him alone!" yelled Ace.

"Save him yourself if you care so much."

Kilobyte threw the switch.

Mark's entire body tensed, his knuckles turning white as they gripped the armrests. He didn't have the strength left to scream.

"Mark! Kilobyte, turn it off!" Ace demanded.

"Why don't you?" Kilobyte offered, gesturing towards the switch.

Ace glared at him, but he didn't need another invitation. He flew for the switch.

Kilobyte's tentacles wrapped around his wrists before he was even halfway. "Your time has come, Lightning. I am going to destroy you. But first you can watch this pathetic mortal die!" He pushed Ace to his knees, forcing him to look at Mark.

Ace struggled, the grip was too strong. Suddenly there was a loud crash behind him. He heard Kilobyte let out a yell of surprise. The pressure on his wrists lessened.

"Don't you hurt either of them, squid boy!" Sparx yelled. She had smashed though the roof on the lightning flash and was now using it to pin Kilobyte to the floor. "Ace, get Mark, quick."

Ace was already there, pulling off the cables and wires. "Don't worry, kid, we're getting you out of here."

A blast of energy hit Ace in the shoulder. He felt his energy drop. But he didn't have the time. Ace turned and fired a lightning bolt into Lord Fear, knocking him to the ground.

"Well, m' lord. You were right. He certainly seems stronger. Too bad he shot you and not Kilobyte."

"Shut up!"

Kilobyte threw Sparx off with a growl.

The lightning flash spun away, but Sparx brought it under control, pulled out her sword and shot Kilobyte in a tentacle.

Ace finally managed to release Mark from the chair. Mark's body slumped against him, unmoving. Ace felt the back of his eyes start to burn. This was not supposed to happen. He shook him gently, "Mark?" No reply.

Sparx let out a yell as Kilobyte threw the 'flash against a wall, nearly crushing her against it. "Ace can we hurry this up!" she shouted.

Ace put one arm around Mark's shoulders and then scooped up his legs. Countless, unidentifiable emotions were screaming around in his head but he simply felt detached. He was at least going to get Mark out. Even if he was too late. He turned around and saw Kilobyte watching him, tentacles outspread, almost daring him to retaliate.

Ace flew through the roof, Mark still in his arms.

Sparx flew out after him.

"You let them get away!" accused Lord Fear, pushing himself off the ground. "Ace Lightning could have been destroyed!"

Kilobyte simply smiled. "It doesn't matter. If the mortal has been destroyed, then so has Ace Lightning."

Ace found himself flying through Mark's open window and landing on the bedroom floor. He still felt detached, barely aware of where he had been going. Mark's body was limp in his arms. Ace knew mortals weren't anywhere near as strong as him, but even taking that into account Mark felt fragile and weak.

He placed Mark gently on the bed. Whether he should try and tell Mark's parents, or if he should just leave him, he didn't know. Could he even tell them? How would they react to someone they'd never met telling them their son had spent the last year helping him save the world, and he'd repaid him by letting Kilobyte kill…

Ace didn't want to finish the thought. But that didn't stop it from being true. He looked down at Mark. Unlike a lightning knight he wouldn't disappear. He was still there. But he was gone.

"Ace, is he okay?" Sparx's voice behind him. She had come in and he hadn't noticed.

Ace didn't answer. He felt too numb. Mark wasn't a lightning knight. He couldn't bring him back.

But he wouldn't have to. Mark stirred suddenly. "Ace…?" he groaned trying to push himself into a sitting position. "Where are we?"

Ace blinked, shocked and relieved. He knelt down beside the bed and helped Mark sit up. "Don't worry, kid. We're back in your house."

Mark looked around as if to verify that statement. He then looked down at his arms. They were cross-hatched by electrical burns form where the exposed wire had touched them.

"Mark," said Ace, following his gaze. "I'm sorry about what happened. I never meant for you to get hurt. I never should have said you were a lightning knight."

"Kilobyte was just using that against your emotions. He already had the whole… thing set up." Mark choked out the last few words, his eyes suddenly filling with tears that, a second later, were running down his face.

Ace grabbed him as he started shaking, trying to help hold him steady. He'd got him somewhere safe and away from Kilobyte but he still felt helpless. He was just going to have to do the best he could, he couldn't stand seeing Mark hurting. That and his emotions were going to rip him apart if he didn't. "Mark, it's okay. I'm not going to let Kilobyte do that again. I promise."

Mark just rested his head against Ace's shoulder. The tears were making it harder for him to breath. "Ace…" he finally gasped out. "I'm still in pain. And I'm just tired."

Ace just held on to him. He didn't trust his voice at the moment. Mark's breathing finally slowed down and his shaking stopped along with the tears. Ace rested him gently back on the bed. Mark kept on breathing steadily, his eyes shut, asleep. He just looked exhausted.

Finally satisfied he was going to be okay Ace let out a sigh, letting his head drop down. He felt exhausted too. His power was at a safe level, but his emotions felt like they'd been torn to shreds. He felt Sparx's hand on his shoulder. He'd almost forgotten she was there.

"He's going to be okay," he said quietly, more to reassure himself than anything else. Then added, a fire burning in his eyes: "He'd better be. Or Kilobyte's going to have white hot oblivion to pay."

Despite Ace's past record fighting Kilobyte, Sparx had no doubts about that.