A/n: Hey all. Anyway this next ep is by me (hyperpsychomanic). Yay for me! I don't usually write in this sort of tense but I wanted it to look like I'm telling you what's happening in an episode. Basically I attempted to make it look like 'this is what they're saying, this is what they're doing.' Though of course you can't hear peoples thoughts in an episode but that's ok… :D

-

"Check it out, dude!" Chuck says excitedly. He and Mark are up in Chuck's bedroom. Chuck has a laptop sitting on his bed.

"Your mum bought you this?" Mark asks. He leans over Chuck's shoulder to get a better look at the machine. "She really must be in a good mood. I thought women were supposed to get all moody when they're pregnant?"

"Nah, my mum's too happy anyway. But this baby's got tons of RAM. She should be able to help heaps next time we need to upgrade Ace or Sparx."

Mark looks at Chuck pointedly, raising his eyebrows. "Sparx doesn't need any more upgrades."

"You said it, dude," Chuck replies. He lets out a long slow breath. "But… just in case we do need to do anything, this computer will be able to match up to Rick's mainframe any day. No problem."

"Great." Mark looks at his watch. "Well, I'd better be off. Me and Kat are supposed to be working on a science project together."

"That isn't due until next week."

"Yeah, I thought we'd better start early. Who knows when I may have to run off to help Ace and while I'm sure Kat will understand I don't want to leave her with all the work."

"Have fun, dude." Chuck is busy clicking around on his computer and obviously hasn't really heard Mark. "Sweet!"

Mark rolls his eyes and leaves.

-

The Thunder Tower. Late afternoon light shines through the open roof giving the white-washed walls a vaguely orange glow. It has the effect of making the building seem peaceful.

"Grr!" Sparx's voice rifts the air. It is followed by the sound of something being thrown.

"Hey, I liked that lamp!" says Ace. He and Sparx are sitting at the desk. A checker board sits between them. Ace is looking forlornly at the floor where a pile of broken shards marks the lamps final resting place.

"It looked tacky anyway!" grumbled Sparx. "And I'm sure that move is illegal."

"It is not."

"Is too."

Ace glares at her before deciding not to lower himself to that level of bickering. He had been trying to discuss with Sparx what they were to do next against the Evils. They had definitely become more powerful. Checkers was supposed to keep her interested in the discussion without her complaining she was bored. All it seemed to be doing was making her angry. Ace supposed he could let her win, but somehow every time he tried his emotions didn't seem to allow it. "Look, can we get back to the subject."

"Whatever." She pushes one of the red pieces across the bored in an obviously illegal move.

Ace seems to ignore it or maybe doesn't notice. "I say we need Random Virus."

"Come on! We do not. Chuck gave me all those upgrades. We can handle it together. That lugnut's more likely to turn against us anyway."

Ace looks up from the board annoyed. "Would it kill you to stop calling him stuff like that?" he growls.

"What!"

"You do it all the time. He's got a problem alright. That doesn't mean you have to insult him."

Sparx eyes suddenly flash red; they dim back to blue but are still tinged with the fiery color. "Hey I'm not the one who turned on him while he was good!"

"I didn't mean to!"

"Hey, that's what you told me!"

Ace stops for a second. He seems upset but quickly tries to cover it under anger. "Well, we have to ask him okay! Those upgrades of yours only seem to come out when you're angry and I don't think that's the best influence for you to be fighting under. We can't count on that."

Sparx's eyes are beginning to glow redder. "Can't count on that or can't count on me?"

"Which ever one suits you best!" Ace stops and blinks at his own words.

Sparx blinks back at him. The red seeps away. It seems to have been washed away by tears in the corners of her eyes. She blinks again and they're gone. "So we go get Random Virus?"

Ace sighs. "We try. You coming?"

"Guess I'd better."

Ace flies out the roof and Sparx calls the Lightning Flash, following soon after him.

As they leave the rat flies back up from under the edge of the roof, back to where he has been watching the Lightning Knights for the past ten minutes. "Whooo! Talk about domestic!" he comments.

-

At the carnival Lord Fear and Kilobyte are inside the Haunted House. Lord Fear sits at the organ occasionally tapping out a few notes. Kilobyte paces behind him. He has been trying to explain to Lord Fear how they should use emotions to destroy the Lightning Knights. Fear finally seems to be catching on.

"I will admit you have a few points. Sparx does seem extremely reckless, more so than usual now she has emotions. But she is also more powerful. While Lightning's emotions seem to weaken him, hers bring on a certain strength."

"And as you said yourself, recklessness," Kilobyte counters. Along with Fear's upgrades in power he also seems to have become more competent. Kilobyte thinks to himself. And more dangerous. All the more reason to have him on my side. What was it the mortals say about keeping friends close and enemies closer?

His thoughts and the conversation are interrupted by Rat flying through the doors. They knock into the walls with a loud bang. Kilobyte looks annoyed.

"Looks like Kilobyte was right about Sparx's emotions!" he proclaims as he flies around the room, finally settling on the organ where he could address both his bosses. "Those two were having the biggest shouting match just two minutes ago."

"Interesting," says Fear.

"You see the power of emotion?" grins Kilobyte. "I say we leave them to weaken each other."

"Sorry, Kilobyte, but I doubt the power of emotions is that strong."

"You misunderstand. Emotions will play a part, but I believe we shall soon see Lightning and his sidekick shooting off more than verbal insults at each other."

"I see," Fear grins back. "Alright then. Rat, keep an eye on them. When they start shooting, do tell us."

"Yes," Kilobyte agrees. "We shall be happy to finish them off."

"Um, they are trying to get Random Virus to help them," Rat adds, ducking as he says it. He is now very wary of Kilobyte's tentacles.

Kilobyte stops grinning. "Well make sure they don't."

"I doubt we have a problem there," puts in Fear. "Lightning put a rift in that particular alliance wider than the data stream."

"See what happens anyway," Kilobyte tells the rat. "It pays to not be too confident, Fear."

"But of course." To bad you don't know your confidence in this particular alliance is a bit misplaced itself.

-

"Kat, do you understand any of this?" Mark asks. He and Kat are sitting in Mark's bedroom, staring at the computer screen.

Kat leans her head on her hand. She looks bored and tired. "No, it's too late."

"Plagiarizing is still illegal, right?"

"Unfortunately, yes."

"Thought so."

"Hey, thought I would see how you guys are getting on," says Mrs Hollander, sticking her head around the door. She's been popping in a lot in the past hour. Mark suspects it has something to do with him having a girl in his bedroom.

Kat groans and lets her head fall onto the desk with a clunk. "Ow."

Fiona raises her eyebrows. "Oh, that well?"

"None of this makes any sense!" Mark complains.

Fiona walks behind his chair and has a look. "What's your project on?"

"Physics, forces…"

"Big words…" Kat contributes.

"We have to find out about working out forces on objects."

"And…"

"That was all Mr Cheseborough told us."

Fiona smiles. "Try looking up Newton's laws." She walks out. "There's some ice cream in the freezer if you want to take a break."

Mark types this into the search engine and hits the enter key. A bunch of websites appear. The first one is already saying something about forces.

Kat looks up at Mark. "Why didn't you think of asking your mum before we started?"

Before Mark can answer his phone rings. He picks it up. "Hello."

It's Heather. "Oh, hi Mark. We need to talk."

"Sorry I'm doing homework, Heather. Maybe tomorrow."

Kat rolls her eyes at the mention of Heather's name.

"I think you'll want to talk. My story for the school newspaper is taking shape. I thought you'd like to comment."

"Maybe later," says Mark. He's really not in the mood at the moment. "I'll see you tomorrow." He hangs up.

On the other end Heather glares at her phone before throwing it across her room with a yell.

"Nicely handled," says Kat. "Can we get to work on this thing now?"

Mark is about to reply when the phone rings again.

"She just doesn't give up!" Kat growls.

"No, it's Ace." Mark has checked the caller ID. "Hello?"

"Hey, kid. Listen, we're going to try and get Random to help us."

"Ace, are you sure? Sparx has been upgraded and Random's dangerous."

Ace sounds frustrated. "That's what Sparx said. But the upgrades are unpredictable."

Mark looks surprised as he points out: "So is Random Virus. I thought you already asked him and he said he wasn't helping us again?"

"He doesn't want to help me," says Ace quietly. "And I don't blame him. I broke his trust once and I broke the only amount of trust he was willing to give me."

"Have you tried apologizing?"

"Yeah." A pause. "Kid, I need you to ask him."

"Why me? Why not ask Sparx?"

"Because she's not exactly very diplomatic."

"Hey!" Sparx's voice comes from the background.

"Sparx, I'm having a private conversation!" Ace yells. Emotional Sparx is starting to get to him.

Sparx growls. "Take your private conversation and…" The rest is lost to Mark as Ace growls in annoyance.

"Hey, are you guys going alright?"

"We're fine, okay!"

Mark holds the phone away from him slightly. "I was just asking."

"Whatever. Can you get down to the junkyard?"

"I'm a bit busy at the moment, Ace."

Ace sounds like he's about to argue but then doesn't. "Alright. Can you get down here tomorrow morning?"

"I should be able to. I'll see you outside the junkyard at eight."

"Fine. Bye, kid." Ace hangs up. Yeah, tomorrow morning. At least I can understand if he's got something more important to do than play a game.

-

Mark is waiting outside the junkyard. His bike leans against the wall next to him. He checks his watch. It's two minutes past eight. Not exactly late, but if you can fly then there's really no excuse for it.

He hears them before he sees them.

"You should've powered up before we left." Ace's voice.

Mark looks up as the two Lightning Knights fly in.

"Don't worry. If he plays up you can just insult my reliability and I'll be able to use my upgrades!" Sparx shoots back.

Mark looks up. He looks really confused.

"Hey, kid," says Ace.

"Ah…" Mark decides to let Ace and Sparx's unusual behavior slide. "You still think we need Random Virus?"

"Yup," says Sparx. "My upgrades are too unpredictable." She sounds sarcastic.

"Okay…" Mark seems hesitant.

"Don't worry, kid. We'll be right behind you."

Mark nods and moves into the junkyard, followed by the Knights.

"Um… Random Virus!"

For a second there seems like there's going to be no reply. Then Random rolls around a corner. His eye is neither green nor red.

"What do you want?" he asks.

"We need your help," Mark replies. He then seems to realize that maybe that isn't the best way to put it.

"Are you sure?" Random asks. His eye is still uncolored.

"Yeah. The Evils are getting too powerful."

His eye turns green, then flickers to red. It continues to change color. He's thinking about it.

Mark backs away a bit.

It finally settles on green. "How come you get him to ask?" The question is directed at Ace.

Ace is caught off guard. "I… thought you'd be more likely to help if I didn't ask."

"How do I know I can trust you if you won't ask me yourself?"

Sparx cuts in suddenly. She's still angry at Ace. "See. I'm not the only one whose reliability is in question."

"Will you shut up!" yells Ace. "What's gotten into you?"

"They're called human emotions!" Sparx shoots back. Her eyes and side have started to glow red again. "You know, the same things that Lady Illusion shoved on you. The same things that made you stand there going 'dur what's going on' while she beat the crap out of me, and that made you do absolutely nothing to help. No wonder he doesn't trust you!"

"Leave her out of this!"

Mark and Random exchange confused looks. Mark shrugs. He has no idea what's going on.

"Yes, your precious Lady Illusion. How many times has she betrayed you? Just out of curiosity?"

"That's not her fault. That's how Rick programmed her and the whole stupid game!"

"What the guy from the computer shack place? What in white hot oblivion does he have to do with it?"

Ace seems startled for a moment before shouting back. "Nothing!"

Sparx is too angry to really take that in and continues to yell at Ace.

However Ace's reaction has Random thinking. He's seen an ad for Rick's Computer Shack on a broken down TV he'd managed to get working. What does that guy have to do with anything? Ace certainly doesn't want Sparx to know what he means. He'd said Rick programmed Lady Illusion and something about a game. Random isn't sure what that means but maybe if he programmed one of the Evils he'd also programmed all of them. If Ace doesn't want Sparx to know that's probably it. Ace wouldn't want her to know about someone who could define everything about her. Had this guy really made us who we are? Random has another thought. Who I am? His right eye starts to flicker red.

Mark finally looks annoyed. "Will you two stop it! What's wrong with you, you're acting like a couple of two year olds!"

"He started it," says Sparx.

"She started it."

"I don't know what's going on but if you keep acting like that there's no way you two are going to be able to work together. You'd better sort yourselves out."

Sparx and Ace both look sufficiently sheepish.

"Where's Random gone?" says Ace suddenly. The cyborg has wheeled himself away quietly. "We need him."

Mark shrugs. "I have to get to school. You guys are on your own."

Mark walks out of the junkyard as Ace watches his retreating back. Ace shakes his head and flies away. Sparx growls and follows him.

-

Rick sits at his mainframe, hands folded behind his head. "I need to get control of Kilobyte again," he says to himself. "I've got the program to do it. I just need to get it into him. Maybe Fear can help…"

He is interrupted by a noise that sounds like a small tank rolling clumsily into the store.

"What the…" He gets up and walks over to the door of his fortress. The lock is still broken and the door is swinging.

Just before he reaches the door it flies open nearly hitting him in the face. Rick stumbles back as Random Virus rolls in. The cyborg's eye glows red, it's made more prominent by the fact the rest of his face is covered in shadow.

"Random Virus! How…?"

"Silence!" Random yells. "You're known as Rick?"

"Yes…"

"So you programmed me with this weakness?" Random's claw clicks.

I'm the Master Programmer. I'm the Master Programmer. "Yeah. I programmed you. I'm the Master Programmer." Does his 'don't hurt mortals' programming work while he's evil? Probably not. Rick straightens. He knows he can't show any signs of weakness. "You aren't meant to be evil," he says.

Random blinks at him. "Then why am I?" His eye flickers orange then settles on green.

Rick makes an effort not to sigh audibly. His good side's going to be much easier to deal with. "Something went wrong when we made the game." He's lying.

"Game?" Random questions.

"It's an expression," says Rick quickly, realizing Random doesn't know what he's talking about.

"It seems a bit strange that both you and Ace have used that same expression and you both have been referring to the same thing."

Oopps. "Alright, you're a game. The sixth dimension is the game. You were made by mortals so their kids would have something to do."

Random seems to take this in. "So none of us are real."

"No." He can't help adding. "You don't really exist."

"Then what are we doing here?"

Good point. But I'm sure not telling you I had anything to do with it. "That was another malfunction."

"So many malfunctions?" Random growls. The tone of his voice says he knows Rick is lying. "You're obviously not a very good programmer."

Darn. He's smarter than everyone gives him credit for, at least when he's in control of himself. Well, I did program him that way. He's even catching me out. Fine, I'll give you half of it. "Okay, so it wasn't a malfunction. I was testing a program I had that would make the game more realistic. But I made a mistake. You all came to life. Now I'm trying to bring you back under control." Rick sighs. "The way things are going it looks like this world will be under Fear and Kilobyte's control in no time."

"So, you're the Master Programmer. Ace knows about you. Give him some upgrades and get him to help."

Rick smiles in the darkness. Random seems to have bought that little act, at least for the moment. "I don't think he likes the idea of not being real. He won't help me."

"I don't blame him. I wouldn't help you either."

Rick stops as he's hit by a thought. He has Fear in the Evils. What could he achieve if he also had someone on the inside of the Lightning Knights? What about Random Virus? You say you won't help me, cyborg? I think you will. I know your price. I made you after all. Your price is something that you can never achieve, but that doesn't mean I can't offer it to you. Yeah, a Lightning Knight, even one as messed up as you will definitely give me the advantage I need.

"I'm trying to save my world, Random. I programmed you as a Lightning Knight. Surely you can understand that?"

"I can't anymore." Random says quietly. It's almost a cry for help.

Now all Rick has to do is answer it."I can fix that."

Random looks up at him. "What?"

"Hey, I'm the Master Programmer. If you help me get the game under control, I'll be able to get you back under control."

"If you can fix me, why don't you do it now?"

"I can't. It'll take time. And I need more control over the game first."

Random's eye flickers again. Rick looks worried. That excuse had been weak, but he was betting that Random would want to get himself back to 'normal' so much he'd ignore it.

Random finally replies, but the decision seems forced. "I'll help you. Maybe I do still understand what you're trying to do. Anyway, if I'm just a game, what have I got to lose? At least I'll have my sanity back."

Rick smiles as he moves to his computer. "Good. I knew you'd understand. I'll need you to work with the Lightning Knights."

"I can't. I can't trust myself. Or Ace."

"So trust me. I may be able to give you a bit more control over your evil side. As for Ace, I have an upgrade I think may help."

Rick fiddles on the computer for a second. Random starts to glow blue and spark. "What are you doing? You're in my program!" He actually sounds scared.

"Like I said, trust me."

Random finally stops glowing. He holds his claw and hand in front of his face. "I don't feel any different."

Rick explains. "Along with the ability to control machines, you can now control people and read their surface thoughts. But you have to touching them for it to work. You should have no trouble telling if your so called friend is trustworthy now."

"And my evil side?"

"I've suppressed it slightly. Enough for you to keep control of yourself." Lying again. I don't have time for that.

"I suppose you won't mind if I test this upgrade on you?"

Rick has been expecting this. Risky, but all he has to do is stay in control of what he's immediately thinking of. "Go ahead." He gets up from the computer and holds out his left hand. Random hesitates before taking it in a handshake.

You trust me now?

"I hear you."

Then we have a deal?

"Deal."

They break the handshake.

"I'll tell you when you're needed," says Rick. "For now, get Ace to think you're fighting for him."

"I am fighting for him," Random replies before rolling out the door.

Rick waits a few seconds then laughs. "Of course you are."

-

"Can you stop going on about Lady Illusion now?" says Ace. He looks flustered and doesn't seem to be participating as much in the fight as before.

"Hey, that's a first! We might actually be getting somewhere!" Sparx is pacing up and down as she rants. Ace is just sitting behind the desk watching her.

"You're the one going on about her at the moment."

"Well excuse me, but I did get into a fight with her that I had to finish all by myself! And you complain about me be reliable!"

"In case you didn't notice I haven't actually said that. You have."

"You don't have to say it, Ace! You try to leave me behind half the time."

"Because you'll go and do something stupid," Ace quickly counters.

Sparx can't seem to think of a reply for a moment. She waves her hands around in the air a bit before coming out with: "Like…?"

"Like going after Lady Illusion."

"Well maybe I shouldn't have, but I can't help it if my emotions demand that I retaliate when my friend gets hurt because of her!"

Ace locks eyes with her, halting her pacing. "Did it occur to you that maybe you might have hurt me as well?"

Sparx expression says it hasn't. Ace seems to realize he's revealed more then he meant to and drops his eyes. He starts fiddling with something on the desk.

"What I do?" she finally asks.

Ace takes awhile before he finally replies. "You two were going to destroy each other. But I could only help one of you. I know what I should've done, but I still had a choice. And that choice you forced me into was one I'm not ready to make. Not yet."

"I guess I didn't think of that."

"Of course you didn't."

"Hey! Just remember you're not the only one with emotions now."

Ace looks back up at her, then shakes his head. "Sorry. No offense, but you're getting on my nerves a bit."

"Well, you're going to have to get used to it," she replies with a small smile.

"Yeah." Ace pauses then changes the subject. "Mark's right you know. If we start doing this in the middle of a battle we're going to lose."

"And my upgrades will be no good if I get too mad and use them on you."

Ace glances up for a moment then looks down again quickly. "You know, I think that's what Lord Fear and Kilobyte are counting on."

"Intuition again?"

"Maybe." Ace lowers his voice. "Don't look, but the rat's up there watching us. I thought I saw him before, but I was too busy fighting with you to do anything. I think he's waiting for us to do something. After all, we'd be much easier to defeat if we've already nearly destroyed each other."

"Perhaps we should give him what he's waiting for," Sparx grins.

"I suppose it'll make them think twice about attacking us if we do get into a fight. How would you feel if I said I think your sword fighting skills are pathetic?"

Sparx raises her voice. "Why don't I show you!" She rips out the Sword of Jacob and leaps onto the desk.

Ace looks surprised. He didn't really expect her to do that. He stumbles backward from his chair. "Hey, get down off there right now!"

"Make me!" Sparx yells back and fires a blast of lightning over Ace's head.

"Fine, I will!" Ace starts shooting bolts of lightning at her, but they're slow enough for her to knock away with her sword.

Up on the roof the rat snickers and flies away.

"Sparx! You can stop now!" says Ace holding up his hands in surrender.

"Oh. Sorry!"

Five minutes later Kilobyte and Lord Fear fly in through the roof. They're expecting to see a fight, but Ace and Sparx are nowhere to be seen.

"Where are they?" Kilobyte growls.

"Maybe they've sent each other into oblivion already?" says Rat. He sounds nervous.

"Something's not right," says Fear.

A bolt of red colored lightning suddenly hits the Doom Wagon. Lord Fear falls to the floor, the Doom Wagon lands on top of him.

"Take that!" yells Sparx. She's been hiding in a shadow up on the walkway that surrounds the inside of the Tower.

Kilobyte turns to her and tries to get his tentacles around her. Another shot of energy comes up from below and hits Fred on his underside. The mutant wasp crashes to the floor hissing and squealing.

Ace is standing behind the transformer. He uses the towers to create a sort of slingshot and sends another lightning missile into Kilobyte.

Kilobyte stumbles backwards and growls.

"You said they'd destroy each other, not us!" complains Fear from under the Doom Wagon.

"Your pathetic minion said they were fighting!"

Ace sends another missile into Kilobyte. "We were." He looks at Sparx, who grins back. "We worked it out."

Kilobyte growls again and moves over to Fred, stroking the wasp's head to calm it. "This time you have. Emotions will destroy you, especially hers." He points with his eyes towards Sparx.

Sparx sticks her tongue out at him.

Kilobyte ignores her and flies out on Fred.

"Wait for me!" calls Fear, trying to remove the Doom Wagon. Staff Head has wrapped himself around his master's body and is pulling.

"You seem to be stuck m' lord."

Sparx fires another blast of energy at Lord Fear. It shifts the Doom Wagon off him. Fear gets in hurriedly and follows after Kilobyte.

"See ya!" says Sparx. She jumps down from the railing and lands beside Ace.

"I guess I owe you an apology," Ace says.

"Huh?"

"Sparx, you are reliable. I'm sorry if I made you feel you weren't."

"Really! Thanks!" Sparx grabs Ace in a hug, pinning his arms to his side.

"Well, glad to see you appreciate it," Ace smiles back at her.

"Um… I'll let you go now."

There is the sound of the door opening with a clank. Both Ace and Sparx look up to see Random Virus standing in the doorway. "The Knight's are still recruiting aren't they?"

"Random," says Ace. He's surprised to see him. "…yeah, I guess."

"Is there room for an old friend who's finally realized he can do something to help?" Even if he can't tell you exactly what it is he's doing.

Ace smiles. He walks over to Random and puts his hand on his shoulder. "Of course there is." I just hope he can keep his good side in control.

Random smiles back at him, but it seems forced. "I'm glad you trust me."

-

The school day is over and Mark throws his books into his locker. He grabs his bag out and turns around to run straight into Heather.

"Hello, Mark!" says Heather over-exuberantly.

"Heather, I have to meet Kat."

Heather's not having any of it. "No, I'm interviewing you."

"No, I'm meeting Kat."

"Fine, tomorrow, lunch time. We need to talk about what's been going on at the carnival…"

"I'm not interested…" says Mark as he turns to leave.

"And," Heather ads, "a certain friend of yours called Ace Lightning."

Mark stops and turns around slowly. "What?"

Heather simply smiles. "See you tomorrow." She turns and walks away leaving Mark to stare at her retreating back.

-

Okay, peoples. 'Tis I, Flash, here to beg for a writer for the next ep. You know the drill. :D