A/N: This was sort of co-written between Sarah Frost and me, along the lines of: I wrote, she gap filled and flung ideas, I plugged, she betaed, etc. Thanks, Sarah!

And I declare today Beta and MuseAppreciation Day, so tell both of yours how much you appreciate them!

---

The pain is excruciatingly intense, like thousands of pieces of glass are inside me, trying to push their way out. I can feel the wasp's poison flowing through me; it's almost a cool feeling, if you're the type to get a kick out of pain. I'm not. Though I think Kilobyte would be the type. Wish I could make him feel like this. I can't focus, and I know Ace can tell there's something wrong. He had to work out how to control the Flash to get us home; I couldn't even do it mentally. We land and Ace jumps off, before helping me out.

"Are you all right?" He sounds distracted. I can guess why.

"I'm fine."

I'm lying.

"You're lying."

"No I'm not."

Yes I am.

My words have started to slur, like my mouth can't keep up with my brain.

"You sure?" He sounds like he wants me to be.

When will he realize that she's not worth it?

"I just need to power up," I say, but powering up doesn't help. I pretend it does, and Ace flies up to the roof, muttering something about needing to think. I slide to the floor, part of my mind is clear and aware, but I'm hallucinating as well. I see flashes from today; battles, the warped look on Ace's face when he saw Fear, that weird mortal in his little room, spying on my dimension. I see the wasp coming at me, Kilobyte riding it, and the look on his face is the stuff nightmares are made of. I feel it stinging me all over again, and I think I cry out. But now it's gone, and I stop thinking, I just rest.

---

Rick sits in his Fortress of Solitude. His artificial world is spiraling out of control.

What are my options?

There is Fear. Rick knows he won't remain in league with Kilobyte for long. According to his program files, the less time the better.

"So Kilobyte made you an offer, did he?" Rick asks his computer screen, filled with the image of Fear and Kilobyte shaking hands. "And all you get is her. I can do better than that." He leans back in his chair and laughs, his confidence restored, the Master Programmer once more.

---

Lord Fear is sitting at his organ, not playing it, just thinking, when the zombie approaches him.

"Go away, you filthy pile of rotting flesh," Fear doesn't even look up.

"Or you will suffer the wrath of my Lord," seconds Staffhead.

"Your Lord would be a fool to send me away."

This time Fear does look up. At first glance, the zombie looks like he always does, but a closer inspection reveals the strange lights in his eyes. The same lights that had sometimes been in Kilobyte's eyes. Lord Fear knows this isn't Rotgut.

"And you are?"

"I am the reason you exist. I am the Master." The zombie's face doesn't change, but there is pride in the voice.

"The master of what? This pathetic spit of dirt that mortals call a world?" Fear makes no effort to hide the disgust in his voice.

"I am the master of all I wish to control. Consider yourself lucky that I have come to you with a choice, and not just a command."

"A choice?" Fear knows an offer when he hears one.

"My choice. You can either continue to work with Kilobyte, who stole your position as leader. Your only reward for doing so will be Lady Illusion." The zombie doesn't break its gaze with Fear.

"Or . . .?"

"Or, you can work with me. I will increase your powers, and reinstate you as the leader of your evils. You will be even greater than Kilobyte, who will be powerless to stop you."

"At what cost?" Lord Fear likes what he is hearing.

"No cost, just gain. Kilobyte has disobeyed me, you and I must teach him a lesson. Then you will destroy Lightning, with my help. All you must do is lead Kilobyte on, make him think nothing has changed in your agreement. Think about it. I will be back."

The zombie blinks, his eyes returning to normal. "Rotgut wants a hug."

"Get out of my sight!" hisses Fear, his mind preoccupied with all he has just heard.

---

So, I'm just a flying pest, am I? If Fear thinks he's cashing in on this Master guy without letting me in on the deal, he can think again. I figure that if I can follow Ace back from the Sixth Dimension without him realizing, then it's about time I got some more power around here. If Fear agrees to this without bringing me in on it, I'll tell Kilobyte.

I fly over to him, revealing my hiding place. That stupid Staffhead sees me come out. He tries to warn Fear that his game's up, but my presence has clearly affected him.

"Uh, my Lord, slight problem."

Fear looks up at me. "Since when has the Rat ever qualified as slight?"

That's the last insult I'll ever take from him.

"What do you want, rodent?"

"Well, that depends on what you want, L.F. If you agree to work with the Master guy, I want in. If you don't give me a piece of the pie, I'll tell Kilobyte." He can't stop me, I'm all-powerful. So why is he smiling?

"I'll let you in, my fiend. You realize I'll have to discuss it with the Master, but I'm sure he'll agree."

I'll admit it, I'm surprised. It was that easy?

"Smart move, L.F." I fly out of the Haunted House and go find Duff; he owes me a lesson in money.

---

I watch him for a while, he seems happier than he has been in a long time. But I can't figure out why he just let the over-grown lab rat walk all over him. As his confidant and advisor, it's my place to find out.

"My Lord, why did you agree with the Rat's request? I would have been more that happy to deal with him for you."

"Because, my sturdy staff, the rat is a stupid ball of flying fur, but he can talk. This is the best way to stop him from telling Kilobyte. And when I get my new powers, the Rat will have to obey me, like everyone else."

I join him in laughter. The more powerful Lord Fear is, the more powerful I become. And one day, I'll make sure that the Carnival of Doom is mine.

---

"So, Mark, you spend a lot of time at the carnival. Why?"

"Heather, it's just a carnival. Why are you getting so worked up about it? And anyway, how come you're talking to me?" Mark had been hoping to avoid Heather all day, but now she was cornering him in the hall before class.

"You've officially been replaced as my number one most hated person by Brett, who is followed closely by Kat, for nearly destroying the school paper. In fact, number three has nearly been taken as well. You're almost in the clear."

"So, you'll start being nice to me again?"

"No, I just won't try and destroy your already pitiful future. I might even classify you as a friend again." Heather pulls out her notebook. She'd wanted the tape recorder, but Kat had snaffled it. "Now, about the carnival . . ."

"I really don't have time for this," Mark hedges.

"Do I look like an idiot? Classes don't start for ten minutes."

"But I'm supposed to be meeting Kat."

"Then I'm doing you a favour," Heather raises an eyebrow. "Spill, Hollander."

"I go to the carnival because there's nowhere else for youth to hang in Conestoga Hills. Hey, you should write a story about that." Mark gives her his most charming smile.

"Come on, Mark. Would you read something that boring? And besides, I'm determined to get revenge on the giant pig that slimed me." Heather sounds angry just from talking about it.

The bell rang, and the halls filled with students filing off to various classes. Mark shrugs at Heather, before joining Chuck outside the maths classroom.

"Saved by the bell, Hollander," Heather yells at his back, before stalking down the hall.

"What a way to start your day." Chuck glances at Heather. "Is she still doing that report?"

"Yeah, and she's even more determined than Kat was, if that's possible."

"Wow. Well, if anything goes down today, I'm free." Chuck grins. His mother's pregnancy has kept him from helping the Knights lately, and he misses it.

Mark grins back, then turned his attention the teacher.

"Open your textbooks to page one fifteen. Today we enter the exciting world of algebraic equations."

---

Sparx sits up on the floor and shakes her head. It's morning, but Ace is still sitting on the small platform between the two halves of the open roof. She stands and puts her hand in the transformer. It works this time, and she breathes a sigh of relief. She begins to stretch, but doubles over with pain, biting back a cry. Looking down at her side, she sees that it's flickering red where the wasp stung her. The blurring color disappears after a few seconds, and Ace lands in front of her.

---

He hasn't had any rest, that's obvious.

"Feeling better?" he asks me.

I was lucky, I guess he didn't see that little episode. "I'm fine. You?"

"Great. Why wouldn't I be?" He's lying to me. I can't stand it when he does that.

"Just asking. Anything planned for today?"

"Let's just play it as it comes. I'm gonna go out for a fly, I need some fresh air."

I don't waste my breath telling him that the roof is open. When he's gone I look back at my side, it seems to have returned to normal. I think about last night. Kilobyte and Lady Illusion got back, and she's even more powerful than before. Sure, I got an upgrade, but she got new weapons. And an even bigger attitude problem. I saw her punch Ace, who does she think she is? The more I think about it, the more annoyed I get. That bitch led him on and made him think she cared. She even said she loved him. I've told Ace countless times that he can't trust her, but he never listens to me. My stomach starts to tighten, but I'm stuck on my train of thought. I hate her. I have to destroy her, to protect Ace, and this dimension. I've never felt like this before, I'm starting to scare myself. Lightning Knights don't fear anything. They don't hate, either. So why am I? My hand flies to my side. The wound may be gone, but its venom hasn't. Oh, crap.

---

She's on leave from school; she gets an hour off each week to work on her article for the paper. She's watching behind the stalls, looking around the area in search of some information for her article. She sees Duff Kent walking up to take the young man's place at the shooting booth, and sees the man begin to walk off.

Should I try to interview him? It'd be good to get an internal perspective on the carnival, even if this guy doesn't know anything…

The man—he looks maybe in his early twenties, unshaven with a roundish face, fairly nondescript, easily forgettable—walks off quickly as though he has some definite purpose in mind.

Heather tries to catch up to him, picking her way through the carts and miscellaneous debris that litter this part of the Carnival, where the public isn't allowed.

She sees the man disappear behind a truck, and oddly enough she thinks she sees a flare of light appear for a second.

She walks up closer—she has to get that interview, they're already running late for the deadline—and she stops short and gasps at what she sees.

The man…isn't a man. There's some sort of alien standing there, green-skinned and pointy-eared and most definitely female, staring at her with a half-surprised look.

The alien recovers first, and a crystal ball appears in her right hand.

"You shouldn't have come here, mortal," she says, sneering.

"Wait!" Heather's scared; this alien looks like the dangerous sort. "You know Mark Hollander, don't you? And Kat Adams? Chuck Mugel? They come here, don't they?"

The alien nods. "And you—it's Heather, isn't it? From that school."

"Yes. Um, how do you know my name?"

"As you've noticed, I'm a shapeshifter." The alien smiles, not nicely. "I could be anyone, anywhere. Leave now and tell nobody, and you'll live."

"Have you actually been to the school? Disguised yourself as…one of us?" Heather knows asking this is probably a bad idea, but so far the alien doesn't appear to be particularly interested in hurting her.

"Yes." The alien doesn't elaborate. "I said leave, before we destroy you."

"Who's we? The giant mutant pig that slimed me?"

"Pigface attacked a human?" The alien sounds vaguely surprised. "That night, I assume. There was a…lot going on."

Heather assumes the alien means the night when the rides were free and Mr. Cheseborough started the riot, and she nods.

"There are more of us than that, and the pig is far from dangerous."

Heather wonders just what the alien considers dangerous, and decides she's not that interested in finding out.

"Most of use would have destroyed you already. Leave, mortal."

"Then why haven't you done it?" Heather's decided to risk it, journalists are supposed to be brave in the quest to get a story. She just wishes she has the tape recorder or a video camera, some proof would be brilliant. She could have done with a large gun too, like Ripley's in the movie maybe, but that would've been illegal and she wouldn't have known what to do with it anyway.

"I couldn't be bothered wasting my energy on such small prey. And dead human bodies attract attention. But I'll be willing to risk that if you send more humans to poke around here."

The crystal ball disappears from the alien's hand. She turns, and starts to walk away.

Heather knows this is probably the biggest story she's ever likely to see.

"Wait! Who are you people?"

"You don't want to know, kid. Forget you saw anything."

"I'm meant to be writing a story for the school paper. Now I've met you I've got most of what I need."

That gets the alien to turn around and raise another crystal ball, this time in her left hand.

"I warned you, kid. It'll be easy to clear your memory files."

"But I won't write the story, if you satisfy my curiosity. I used to date Mark, and I want to find out what he was doing here all the time. And…this is the first time something exciting actually happened to me."

"I can't trust you." She prepares to throw.

"If I write the story, you'll know where to look," Heather says, taking a nervous step back.

The alien's expression doesn't change.

"Without doubt, you are the most obnoxious mortal brat I have ever been sufficiently unfortunate to meet. Look up the name Ace Lightning, kid. You'd call it a…computer game, I believe."

The alien disappears in a flash of light, and Heather blinks.

She raises a hand to her forehead, and finds it coated in sweat.

Ace Lightning. I KNEW Mark was too obsessive about that game!

---

Being a hero has its perks. Being punched by Lady Illusion isn't one of them, but being able to fly around the world when you need to think is. What is it that Mark said? "Ace! She works for Kilobyte!" I still can't believe that. I know Kilobyte said he'd reprogram her, but I guess I thought she'd be strong enough to resist. I suppose not. I want revenge for everything that's happened. As a Lightning Knight, that's plain wrong. But as something created for the amusement of others, it feels justified. It's just one of the many choices I have to make. Mark said that I'm real, and I believe him. How can you feel as real as I do if you're not? And if I'm real, so are Sparx and Random. They just don't realise that they're not supposed to be. They're better off not knowing. I shudder to think of what either one of them would do if they didn't think their existence, or any one else's, mattered.

I fly for a while longer, mostly over the country Mark calls 'Italy', until I need to power up. I turn for home and its transformer. I have to check on Sparx anyway, she got stung by that Fred thing last night and was acting weird.

As I head back to the Thunder Tower I fly over the Carnival, and see her, sitting on the roof of the Haunted House staring into space.

What was it Mark told me once? "You've got to listen to everything they say" ?

Well…talking to her might be a good way to start.

I land behind her. She doesn't give any sign of acknowledgment.

"I just came to talk," I say. "I'm not here to fight."

She stands, and turns around.

"The time for talking's long gone, Ace. Your human pet was right about me."

"That doesn't mean I can…give up. There was so much I never got the chance to say to you before you disappeared."

"Likely you'll never get the chance."

"I…love you." This wasn't how or when I had imagined I'd say it, and it had taken me a long time to realise it, but it was true.

"The past tense is useful on occasion," she says. I can't read the expression on her face. "Leave before I'm forced to hurt you."

She raises a crystal ball.

"My face still hurts from yesterday," I say. "Please don't. I could help you, take you away from the carnival—"

"I neither need your help nor want your pity." She lowers the crystal ball. "Go save the world, Ace. You can't save me."

There's a laugh from behind us, and I turn to see Kilobyte mounted on Fred.

I lift myself into the air, and check my power levels.

The long flight has taken more out of me than I 'd expected, and I know if I stay to fight I'll probably lose.

Kilobyte makes the decision for me. He grabs me in a tentacle, and begins an energy drain. I try desperately to fire at him, to escape.

"You're a fool, Lightning," Kilobyte says calmly, and drops me after I manage one last blast.

I land just on the edge of the roof, and the gutter cuts into me as I hit it.

I'm weak, and as I struggle to rise I feel like my muscles are burning to ashes inside me.

Pain.

Since I got the human emotions, I've been feeling the effects of my battles, and…it hurts, a lot. Sometimes, I can't even remember why I want to fight.

The pain lances through me as I stand. I can still feel the outline of the tentacles on my body.

Lady Illusion hasn't moved.

Kilobyte smiles, and cups her chin with his hand to meet her eyes. She doesn't resist.

"You should have attacked him the instant he appeared," he says to her. "Still, you're not without your uses. And there's more than one way to hurt a hero."

---

She tries to avoid my glance, furtive eyes sliding to the left, her thoughts focused on the man behind her. I don't let her go.

I lean my face closer to hers, and see her eyes widen in shock as she realises what I'm about to do.

I place my mouth to hers in a slow kiss. She doesn't make any move to struggle, though she doesn't respond either.

She's…attractive enough, soft and pliant flesh yielding to me, a strange cross between the exotic and the docile. Her body temperature's warmer than mine, and her skin is velvety smooth. My creature, completely. There is something…exhilarating about such possession.

I release her to observe Lightning's expression, and I'm not disappointed.

---

She doesn't make any move to stop Kilobyte as he kisses her, and I'm stunned.

After what seems like far too long—does he even need to breathe—he lets her go, though he—almost casually—flicks a possessive tentacle over her shoulder. She just stands there, her face completely blank.

I don't know what Kilobyte did to you, but…somehow I'll destroy him.

I try to fire at him. The bolts barely make it past my gloves, and I know Kilobyte is amused.

He just kissed her, and…and she let him.

There's pain that's more than the energy drain, but I don't have any words for the feeling.

My energy levels are below ten percent. There's nothing I can do, I have to leave.

I fly back to the Thunder Tower, and I don't look at the two on the rooftop.

---

I'm quite satisfied with the effect on Lightning, and I can't say the kiss was unpleasant.

I can almost understand what he sees in her.

Once he's flown out of view, she raises her left arm, and wipes her sleeve across her mouth in a deliberate movement.

"That wasn't necessary, Kilobyte," she says, neutrally.

"You're more innocent than you'd like to pretend," I say. "You have…influence. I wasn't wrong to give him the emotions."

--

I see him crash through the roof, and he falls onto the ground. He's flickering, and I can tell he's weak.

I forget everything that's been going through my mind, and kneel beside him to help him up.

"What happened, Ace?" I ask as he hoists himself to the transformer.

"She…" He doesn't say any more, standing there bent over the glowing energy.

"You went to find Lady Illusion, and she hurt you," I say. I can't believe he's stupid enough to think she cares for him! She must have done this.

I'll kill her.

"She did, but…not the way you mean. I fought Kilobyte."

"Ace, what happened?"

He doesn't reply, and stays bent over the transformer.

He must have been hit pretty hard.

Right. I'm going to find that squid, and make him pay.

I feel the wasp's sting in my side again, a burning feeling, dark and viscous and powerful. I think my side flickers red again, the crimson colour a perfect representation of my feeling. I'm ready to go. The feeling's unfamiliar, but it carries me on a surge of adrenaline, and I don't bother fighting it.

"Don't worry, Ace. I'll be back soon."

He doesn't pay much attention to me, busy recharging himself.

I whistle for the Flash, and take it through the roof and up.

I'll track her down. Destroy her for hurting Ace, and destroy Kilobyte too. I'm more than ready for a fight.

---

"Okay, Kat. You're a diplomat, you can do this." Kat stops walking and stands outside the carnival. "So you didn't get along with them last time. Talk to Duff again, convince him to do something. You face Heather every day, girl, you can handle a fifty-something bachelor." She takes a deep breath and is about to enter when a large shape whizzes over her head. She hits the ground, but jumps up when it's passed, recognizing the Lightning Flash and Sparx.

Where's Ace? She looks around, then down the street. No Random Virus, either. Kat sneaks into the carnival, in the direction that Sparx took.

---

Sparx zooms around the carnival in a random pattern, searching the ground below her. She sees Kilobyte outside the Haunted House, and her anger rises. She pulls out her sword and charges him with the Flash, letting out a long yell of pure hatred as she approaches. Kilobyte looks up in surprise, an expression that is only on his face for a short moment. He reaches out a tentacle to grab her, but she just slices her sword at it and keeps coming. He sends out all his tentacles, and they all receive the same treatment. He is still confident, and decides to toy with her. He sidesteps at the last moment, and she swerves sharply to avoid hitting the Haunted House. She does a loop in the air and comes back down on him from above, blasting him with lightning as she slides past. Kilobyte howls, his face twisting with anger as the lightning crackles around him.

You want a battle, brat? Fine! "Lady Illusion, come here."

She morphs in immediately, and Kilobyte points at the fast-approaching Sparx.

"Destroy her."

---

Kat, hiding behind a stall, pulls out her phone and starts dialing.

---

"Heather, I really don't have time for this," Mark is walking through the school halls, clearly looking for someone. Heather is walking beside him, her notebook and pen at the ready.

"Hey, dude . . . Heather," Chuck joins them, rolling his eyes at Mark when he sees Heather.

"Have you seen Kat?" Mark asks him. Chuck is about to answer when Heather interrupts.

"Why won't you answer my question?" she demands, looking more and more annoyed.

"What question?" asks Chuck.

"What you've been up to with those freaks at the carnival," say Mark and Heather at the same time. Heather looks almost pleased for a moment, before her dour expression returns.

"Oh," Chuck tries to look ignorant.

"Listen Heather, I already told you--" Mark is interrupted by his phone ringing. "Excuse me," He makes his way to the guys' toilets, fairly sure that Heather won't follow him in there. Chuck grins at Heather before ducking in after Mark.

"Hey, Kat. I've been looking for you." Mark says into his phone.

"Mark? You have to get down here now Kat almost yells.

"Where? The Carnival?"

"Yes! Hurry up!"

"Are you okay? And what are you doing at the Carnival without me?"

"Never mind that, just get here and bring Ace. Sparx has gone crazy, she's attacking Kilobyte! I think there's something seriously wrong with her."

"You've got that right!" mutters Mark in frustration, before adding, "We'll be right there." He hangs up, then dials Ace, holding the phone to his ear as he bursts out of the bathroom, followed by a confused looking Chuck. They slip past Heather, who is terrorizing an unfortunate Wayne. Turning around a moment later, she notices the still-swinging door.

"Argh!" she screams in frustration, storming off.

---

Ace is powering up at the transformer when his phone rings. He pulls it out and answers.

"Lightning here."

"Ace, something's up at the Carnival, Chuck and I are on our way, you need to meet us there." Mark sounds out of breath.

"It wouldn't have anything to do with Sparx, would it?"

"Yeah, actually. It does." Mark sounds mildly annoyed. "How'd you know?"

"She's just left the Tower. I'll see you at the Carnival. Lightning out."

---

Ace flies over the carnival and sees Kat. He lands beside her, making her jump. "Are you okay?" he asks her.

"I'm fine. It's Sparx I'm worried about."

Ace follows Kat's gaze and sees Sparx, standing in front of the Haunted House. Apart from her location, she looks fine to him. It's then that he sees the second figure emerging from the shadows.

As Sparx and Lady Illusion face each other, all Ace can do is stare in horror.

Don't make me choose. Please don't make me choose.

---

This is it. I'm ready, and you're gonna get everything you deserve.

---

Kilobyte said destroy you, and I can't disobey him.

---

The Carnival is silent when Mark and Chuck arrive. They soon find Ace and Kat behind a stall and join them. Mark is about to ask Ace why he isn't doing anything when he sees who Sparx is facing. Oh, no. This is just what we need

Ace, Mark, and Kat are all busy watching the two women, and no one notices Chuck sit on the ground, pulling something out of his school bag.

---

They are silent a few moments longer, before Sparx makes the first move, as her opponent knew she would.

At first they fight hand to hand, each one jumping and diving to avoid the other's blows, then returning with kicks and fists of their own. It's clearly a very personal battle for one, if not both. Lady Illusion is the first to involve weapons. She forms two crystal balls, one in each hand. Inside each of them is a dagger. The balls break, dropping the blades into her outstretched palms. Her fingers wrap around them, and she stares at Sparx, her eyes finally finding an expression that her face won't show.

Sparx draws her sword, which is glowing its deepest red yet, her face full of emotions she never knew existed.

The battle continues, and neither opponent looks like they will ever tire. Sparx uses her sword less for lightning, and more as a sharp and dangerous weapon. When she does fire, the bolts are as angry looking as she is.

Lady Illusion throws her daggers with deadly accuracy, and they leave a deep gash where they hit, before pulling themselves out, leaving the wound to seep blue. The daggers return to the hands of their mistress, and her enemy uses the moment to return fire, hitting her target just as often, although doing less damage. When the daggers hit for a third time, they don't pull out, and Lady Illusion jumps in front of Sparx, kicking the sword out of her hands and catching it before spiking it into the ground. The daggers pull out, leaving their biggest wounds yet.

---

Sorry, sweetie. You die now.

---

Lady Illusion raises a crystal ball in her left hand, but doesn't throw it yet.

Kat is watching in amazement, Mark has never told her the fights can be so . . . full on.

Mark and Ace are worried; they can tell when Sparx is weak. She is 'bleeding' from six places, and her weapon is gone.

"What do I do?" Ace asks Mark, catching him by surprise.

"It's your choice, Ace. I won't interfere."

Kat turns on them in anger. "Sparx is your friend, Ace. Do you really have to 'choose'?" She is turning back to the battle when she sees Chuck, so busy at his task that he isn't watching the fight.

Kat sits on the ground beside him. He still doesn't look up when he asks, "How's the battle?"

"It depends which side you're on. Ace and Mark don't seem to know."

"I'm backing Sparx, all the way. Unlike Ace, I don't get attached to people who try to kill me."

"Then it's bad news. From what I can tell, she's pretty messed up."

"So her files say." He points at his laptop.

Chuck takes another look at the files. "Really messed up!" he mutters to himself. To Kat he adds, "I'll see if I can help. It may mean hacking into Rick's mainframe, but he deserves it anyway."

Ace is staring at Sparx. He knows that Kilobyte has been controlling Lady Illusion, which explains why she is acting so strangely, but Sparx is acting completely differently, and he has never seen her fight like this.

---

I lack the strength to even stand, and those daggers really hit home. My anger is fading, like it always does, and I'm starting to think more rationally. That can only help, but I'm still losing power. I face her, more than willing to die fighting, when I feel a surge of power, then another one. Someone is upgrading me, I don't know who, but whoever it is they're throwing every upgrade in the book at me. I like it.

---

"Dude!" Chuck almost laughs with glee, "These upgrades are awesome!"

Mark finally notices Chuck and Kat, Chuck busy with his laptop. "What are you doing?"

"He's helping Sparx," Kat sneaks a look at the two fighters. "It's working."

"I watched Jessica upgrade her so I'd know how," Chuck is typing rapidly, exploring his new territory.

"Where're you getting the upgrades from, I thought Jessica used the only one available for Sparx?" Mark sits down at Chuck's other side.

"Me too. But it seems that Rick had some nasty plans for Sparx a while back. He must've changed his mind, but he kept all the upgrades he'd created for her. It'd be a shame to waste them." Chuck adds another one, before adding in a low tone to Mark, "By the way, someone's given her human emotions."

Mark is shocked. "What? Who?"

"I dunno, dude. I missed the last few battles, remember?"

"The wasp!" interrupted Kat. "It stung her last night, and she had to go home."

"But Ace would've noticed, you don't just miss things like that," Mark glances at his superhero friend. Something tells me it wasn't Sparx he was thinking about last night.

---

I feel the power growing inside me, and the wounds close over as I'm surrounded by bright red light. The side where the wasp bit me feels strange, and my whole body's thrumming with an unfamiliar sensation.

My sword flies back into my hand, and I easily snatch its hilt with a grin.

I'm unstoppable now, powerful and glorious and completely fearless. Lady Illusion might not know it yet, but she doesn't stand a chance against me.

I have to destroy her. For the sake of the world, and for my friends.

I feel the hatred growing within me. It's power, more than I've ever dreamed of.

Why didn't Ace ever tell me about this kind of power?

I slash through the air with my sword, and she ducks just in time, using the daggers to briefly turn my weapon from its path. She's thoroughly on the defensive now, and I know I've won this fight.

---

"Chuck, should she be all red like that?" Mark says.

Sparx' side where the wasp bit her is glowing a bright red, and even her eyes are shining crimson.

The battle has clearly turned. Lady Illusion is doing her best to avoid Sparx' sweeps of her blade, using the daggers to block, and Sparx is grinning as she slowly forces her opponent back.

In one swift movement, the Sword of Jacob cuts through the air, and Lady Illusion is thrown back to the wall, with a long diagonal wound leaving a harsh line from shoulder to waist.

"Give me one reason why I shouldn't destroy you," Sparx demands, raising her sword to shoot a final blow.

Mark sees Ace make a sudden movement.

Lady Illusion isn't quite finished yet, and she peels herself off the wall and tries to move towards Sparx again.

Kilobyte stops her with a hand on her shoulder, and takes a step towards Sparx himself.

"Feeling emotional today, Sparx?" He lashes out with a tentacle, but he is forced to avoid her blade.

"You're angry."

He raises another tentacle, and she tries her best to avoid it.

"Careless."

Unexpectedly, he twines a tentacle around her ankle, and she trips over it and falls to the ground.

"Quite possibly hormonal."

She stands up and, enraged, fires a powerful bolt at him. He is driven back by its force, but he doesn't seem perturbed.

"Sloppy."

In one easy movement, he grabs her wrist with a tentacle, and forces her to drop her sword.

"Power isn't everything."

He uses his vicious grip on her arm to draw her closer to him, draining her energy.

"You'll be destroyed by your own feelings."

He drops her in disgust, and as she gets up off the ground, Mark can see that she's no longer glowing red.

She picks up her sword, and calls down the Flash.

"Today's hunt is over," Kilobyte says.

He looks at Chuck, and rips the laptop from his hands.

"Foolish human."

He crushes the computer in a tentacle, and Chuck looks dismayed as his precious possession is destroyed.

Ace raises his hands, and prepares to fire.

Kilobyte laughs.

"So late to involve yourself, Lightning? I won't give you the privilege of fighting me again today."

He calls Fred from the sky, and grabbing Lady Illusion takes off.

"Let's go, Ace," Sparx says. "Kilobyte was right. It's finished for today."

"Sparx. Are you all right?" Ace asks.

For an instant, her eyes and her side flare red again.

"No thanks to you," she says. "I should have destroyed her. I will, next time. She's evil, Ace."

Ace doesn't reply, and a second later she's back to normal.

Sparx shakes her head.

"Let's just go."

Ace flies beside her, and they both leave the Carnival, traveling in the opposite direction to Kilobyte.

"Those upgrades were so cool!" Chuck says. "Did you see that?"

"Yeah, I saw," Kat says. "That was…weird."

In the distance, they see Heather approaching the Carnival, and Mark and Kat both stand up quickly.

"Come on, Chuck, let's go," Mark says, and the three of them walk away.

---

Heather sees the alien again, this time at evening, when the carnival's practically deserted. The alien is leaning against the wall of the Haunted House, running a finger down a long rip in her outfit. She closes her eyes, and colored light flares around the wound. When it dies away there's no sign of the gash.

Heather approaches.

"I looked up what I could about the game," she says. "Lady Illusion, right?"

The alien nods.

"How'd you come here?"

"I don't know the full story," Lady Illusion says. "It involved a human master programmer, and an energy surge from a storm. We arrived here from your friend's computer and…let the game play out."

"What happens if you win the game? Do you get to take over our world?"

"You ask far too many questions, brat. Yes, or so Kilobyte thinks."

Kilobyte? I didn't read anything about him in the game.

"Um, who's Kilobyte? I didn't see anything on him for the game…"

"The Programmer created him specifically," Lady Illusion says. "I wouldn't mention it to him, though, he finds it a touchy subject."

"He knows he was created by…one of us? And you too? That's…weird. You're not real."

"You may have created us, but we've…changed," she says. "I'm not…exactly what my program should be. And I feel real, unfortunate as that is at times."

Something about the alien's expression made Heather decide not to ask any more questions following that line.

"So…you want to conquer the world? Our world?"

The alien shrugs. "I've never been interested in politics. But my…employer…does."

"Kilobyte?"

"Yes."

The alien starts at a slight noise from behind. It almost sounds like a howl.

The giant pig? Or something else? Heather wonders.

"Better leave, kid."

She disappears in a flash of light.

---

"Can you fix your computer, Chuck?" Mark is walking down the school halls, with Chuck on one side and Kat on the other.

"No way, dude. Kilobyte did some mega damage. I managed to save most of the Ace related information, though. And being pregnant has put my mom in a good mood, so . . ."

"You think your mom will buy you a new laptop? Gee, maybe my parents should have another child." Kat looks thoughtful.

"And what about those upgrades you gave Sparx? They won't turn her into another Random Virus, will they?"

"No, but they seem to come and go with her emotions, and there's no telling when."

"Well, this is me," says Kat, running into Brett outside of her first class. "See you, Mark."

Mark and Chuck walk a little further before Chuck heads into the computer lab. Mark walks the rest of the way to his class alone, and he passes Heather in the hall.

---

Heather notices Mark passing by. She's talking to Caitlin, who's supposed to be writing a piece about the student council for the school paper, and she smiles for a second.

"Yeah, Caitlin, you'll have to be careful about computers…I ran out of kilobytes the other day, and then lightning had to strike my house, I nearly lost all my memory files and I had to reset the computer game…"

She senses more than sees Mark pause to stare at her, and continues talking to Caitlin, who's looking slightly confused.

"Anyway…computers. One of the many things that irritate me. But we're using this really advanced program for the paper, it'll make everything look really professional."

"Yeah…of course," Caitlin says, sounding rather dubious. "Look, I'll type it up tonight and give it to you on disk tomorrow…gotta go to class, see you."

Heather looks around for Mark, but finds he's gone already.

She's subtly disappointed as she walks to her class with Kat, who's busy talking to Brett about something or other. She's supposed to be still ignoring both of them anyway, and instead thinks about Mark and the alien. Life's suddenly got interesting, she thinks. Hey, I always wanted to live my own action movie…

Come on! If that didn't inspire you, nothing will! Email me if your interested in writing the next eppie, okay?

And REVIEW, please. :)