A/n: Yeah... this is the next chapter... :P


"Something must have really gone wrong," said Chuck. They had all gone back to the Thunder Tower. They had even managed to convince Random to come along, though he was still worried his evil side might take over. "Ace Lightning is not supposed to turn evil. He can't."

"Newsflash, Chuckdude," cut in Sparx. "It looks like he just has."

"He's turned into a zombie before," Mark put in.

"Yeah, because he got bitten by Zip and Snip. They weren't even there! And zombies only take orders. They don't try to blast you of their own accord and personally insult you."

"I don't think he meant it, Sparx," said Mark.

"He better not have. Are you two sure you built that thing right?" Sparx asked turning to Random and Chuck.

"Um…" said Chuck.

"Perfectly," said Random. "The only way it could mess Ace up is if something got into it, like a virus."

"You mean Kilobyte could've put something in there?" Mark asked.

"He'd have to actually get a hold of it."

"He did," said Chuck and Mark simultaneously.

Random growled. "Then there's your problem."

"Well if he's got a virus or something in him, we've got to go get him and get it out!" said Sparx, dragging out the Sword of Jacob.

"Viruses can be rather difficult to be rid of," said Random. "Trust me on this."

"If I can see what it is exactly that's gotten into him, I might be able to remove it," said Chuck. "But I'm going to have to get a look at his program."

"Well let's go find Ace. And look at his program if you need to. What are we sitting around here for?"

"Ace is with the Evils," replied Mark. "We can't just rush in there. We don't know whether he'll be fighting with them or not. They're powerful enough already."

"Ah, yeah, we don't know. Isn't that why we should be going and finding out?"

"Well, not now. You guys need to power up, and we've got to get home. It's getting late."

"Um, hello? What about Ace? We can't just leave him there."

"The kid's right, Sparx," Random interrupted. "We can't just rush in. We need to be ready for this, and we need to be ready for the possibility that we may have to fight Ace."

"Hey, I'm just worried about him, alright?" Sparx finally put away the sword.

"Don't worry, we all are," said Mark. "Look we'll meet up with you guys tomorrow after school. Hopefully we'll be able to work this out."

----

Lord Fear looked up as Kilobyte thrust open the doors of the Haunted House.

"Oh no, he's back!" grumbled Staff.

"Kilobyte!" said Fear loudly so as to drown out Staff Head. "I'm so sorry! I thought you had everything under control…"

"Be quiet!" growled Kilobyte. "You are nothing if not useless, Fear."

Lord Fear looked worried. He really did not want to be on the wrong end of Kilobyte's tentacles.

"Fortunately for you I will let you live, for now. Perhaps our new friend will be able to show you how things should be done. That is…" Kilobyte glanced over his shoulder, "if he can prove himself worthy of being an evil."

"I can do better than that," a voice said behind Kilobyte.

"You know, if I didn't know better, I'd say that sounded like Ace Lightning," muttered Staff Head.

Which was when Ace stepped around Kilobyte and into view.

"Ace Lightning!" shouted Lord Fear, aiming Staff Head at the Knight.

Kilobyte pushed the staff away with a tentacle; meanwhile, Ace didn't even flinch.

"At least show our new evil some respect, Fear," he smirked.

"But, he's Ace Lightning!" said Staff Head. "He's not evil!"

"No, I wasn't," Ace cut in. "But I'm sick of wasting my powers on protecting the mortals. They don't deserve it."

"But, Kilobyte!" protested Fear. "You can't trust Ace Lightning. He's a superhero! He's not just going to up and decide to become evil."

"Nevertheless he has. And as your performance has been less then satisfactory as of late I thought we could do with some competence. From now on, Fear, you can take your orders from Ace Lightning. Maybe then things will work a little better around here." With that Kilobyte turned and left, ignoring Lord Fear's stunned expression.

Fear finally recovered and glared at Ace, who seemed to be gloating at him. "I don't know what you're playing at, Lightning! But I am not as daft as Kilobyte. You're up to something. Why else would you pretend to be evil? Trust me, you won't pull it off."

Ace was suddenly in Lord Fear's face, grabbing him around the collar. "I am evil!" he growled. "Try and remember that. Or I'll be forced to show you."

Fear's eyes widened. Ace was never one to get so angry so quickly. Must be those pathetic human emotions. Still he wasn't going to let Ace get the better of him. "Really, what are you going to do? I'm sure Kilobyte wouldn't be happy if you destroyed me in a rage, whatever power he has given you over me."

"Fine," said Ace, suddenly smiling.

Three seconds later Lord Fear and Staff Head were hurled out of the Haunted House doors, where they landed in a heap out the front. "Go find a dog house or something, Fear," Ace called after them, before going back inside.

"I think we are in the dog house," Staff muttered.

"Oh, shut up!" growled Fear, bashing the staff into the ground.

"Ow!"

Lord Fear got up and brushed himself off. Perhaps he'd go kick Duff out of his van.

----

"Mum, Dad, I'm going out!" Mark yelled as he headed to the door.

"Have you finished your homework?" his Mum's voice came after him.

Three paces before he reached the door. Mark winced before replying. "Yes."

"You've only been home for half an hour," she continued, walking into the front hall and glaring pointedly at her son.

Great, thought Mark, now he had to think up an excuse and sound convincing. That was really difficult with his mother looking at him like that. "I didn't have much."

"Really?"

"Yes, I did all of it yesterday and I didn't get much today."

"I should hope so. If you get grades as bad as some of the ones you got last year…"

"Mum, I won't. I promise."

"Good."

"Ah… okay, bye." Mark left, aware that his mother was still watching him.

He got to the thunder tower fifteen minutes later. They'd left going after Ace for almost a whole day. But it probably wasn't a good idea to jump in, not knowing what had actually happened to him. Mark could still feel the jolt of fear as Ace had turned that wrist cannon on him. Ace didn't do stuff like that.

"Sparx, when was the last time you had this upgraded?" Random was asking Sparx. The Lightning Flash floated above his head, a few bolts and a panel were scattered on the ground around his wheel.

Chuck was already there. He waved at Mark as he came in, before going back to fiddling with his computer.

"Hey, I like the 'Flash the way it is. There's nothing wrong with retro."

"Unless it's falling apart…" Random grumbled as something fell out of the bottom of the machine and rolled out of his reach.

"Everything all right?" Mark asked.

"Aside from waiting too long, yes. Oh, and Random's complaining about me not taking care of the Lightning Flash," Sparx replied, not missing the chance to glare at Random.

Random was ignoring her and looking at the panel on the floor. He bent over slightly and tried to swipe it up in his left hand, but only managed to touch the edge and knock it further away.

Mark went and picked it up. "Here."

"Thanks, kid." Random shoved the panel back onto the bottom of the Lightning Flash. "It should work a bit better now, Sparx."

Mark didn't bother to tell Random there were still bolts and a few other bits and pieces lying around. Random didn't seem to care anyway.

"Yeah, thanks. Can we go check on Ace now?"

"I didn't know you cared so much, Sparx," came a voice from above.

Everyone looked up to see that Ace had just flown in through the open roof.

"Ace, dude!" said Chuck nervously. "We were worried about you, man."

"Oh, be quiet, mortal!" growled Ace, before turning his attention to Random and Sparx. "I thought seeing as I previously thought of you two as… friends, that it's only fair to warn you. I've changed sides. And now that my power is with the evils we will be undefeatable…"

"Ace," said Random, cutting him off, "whatever Kilobyte's told you, there is no 'we' in evils."

"Shut up! I'm not finished yet!"

"Yeah, Ace, I don't know what you're trying to pull or what happened back at the junkyard, but you can't trust…" Mark started trailing off as he saw Ace raising his fist. But Ace wouldn't shoot him. A blast of electricity shot out of the Knight's wrist cannon. Mark only really registered what had happened as Sparx's sword swished inches in front of him and deflected the shot, sending it back close to Ace.

Ace looked angry. "So that's the way it is, huh, Sparx?"

"Hello! You just tried to kill Mark!"

Ace didn't seem too fazed by that piece of information. He shrugged. "He's just a mortal."

"Lightning Knights don't attack mortals, Ace," Random growled.

"I'm not a Lightning Knight anymore. I don't need to waste my time trying to protect weak mortals who can't do it for themselves."

"So you attack them instead?"

Ace seemed to think about that, but then smiled. "Nothing wrong with a bit of target practice." He looked at Mark, who only just seemed to be recovering from shock. "It's all their good for. I can't believe I ever thought of one as a Lightning Knight. Or a friend.

Look, I'm warning you. For old times sakes. Give up, or we'll wipe you off the face of this world."

"Just because you're on the other side doesn't mean we won't fight you," said Random.

"And kick your butt," added Sparx. "But that doesn't mean we want to."

"Fine!" Ace shouted angrily. "See if I care. You're all going to be destroyed anyway!" He turned and flew out of the roof.

"You okay, Mark?" Sparx asked.

"Ah… yeah, I'm fine."

"Whoa… dude." Chuck was staring at his computer screen.

"Chuck, it's really not the time…" grumbled Mark.

"No, I took a look at Ace's program while he was here. Human emotions may have messed it up a bit, but there's something else in there now. Something… darker."

"Well, what is it?" demanded Sparx. "Spit it out, Chuckdude!"

Chuck threw his hands in the air. "I don't know! It's all loops and random variables and… messy."

"Let me look at that," said Random. He rolled around behind Chuck and stared at the screen.

"Any idea what it is?" Mark asked.

"I think so," Random growled. "Chuck, take a look at my program."

"What?"

"Just do it, I need to see something."

Chuck clicked a few buttons. "Um… dude, looks like there's holes in your program. Nothing bad, but you're definitely missing something."

Mark suddenly had a really bad feeling. "Random, when was the last time your evil side took over?"

"Not since back in the junkyard."

"What… Random's evil side is in Ace!" Sparx practically shouted.

"It is?" said Chuck, then looked at his computer screen. "Okay, that's bad."

"Kilobyte must have gotten it off you somehow, Random. And then he touched the machine to transfer it into Ace," said Mark. "It certainly explains a lot of things."

"What'd you go and give Kilobyte your program for?" demanded Sparx.

"I did not give it to him. I would not give that program to anybody. Not even to Kilobyte and especially not to Ace!"

"Hey, okay, you didn't give it to him, it's not your fault," said Mark quickly.

"No, it's Kilobyte's," Random growled. "He could've put it back in me if he wanted, but he had to give it to Ace."

Chuck's chair screeched as he shifted nervously away from Random. Random looked at him and then rolled out of his way.

"So what are we supposed to do?" Chuck asked once he felt Random was a safe distance away.

"We go to the carnival," said Random, determinedly "Find Ace. Find out what Kilobyte did and how to fix it."

"Well, it's about time," muttered Sparx.

-----

Ace landed in the midway of the carnival. There didn't seem to be any activity. He made his way up to the Haunted House. He needed to power up and the electricity in there was the most reliable.

"Ace Lightning, I see you have returned."

Ace started as Kilobyte slipped out from behind one of the stalls. "Kilobyte…"

"Were you planning on telling me where you went?"

Dirty Rat flew up next to Kilobyte. "Yeah. The boss wants to know where you went. And don't try telling him any lies, I saw everything, and I've already told him!"

Kilobyte brought out a tentacle and slapped the rat into the dirt.

"Ow…"

"Well?"

"I just went… I was going to the thunder tower to work up Sparx and Random. Shake their confidence…" Ace trailed off. Stupid Lightning Knights. Why'd he even bother trying to warn them? They didn't deserve it.

Kilobyte's tentacle wound its way out and around Ace's arm, before starting a slight energy drain. "You and I both know that wasn't why. Human emotions make you weak, Lightning. Like friendship. Forget it, they are not powerful. Unfortunately you do have them, so perhaps you should work on ones like hate. I'm sure you can put that one to good use."

"I'm not going to allow emotions to make me weak…" growled Ace. Kilobyte was powerful; he could feel him slowly sucking his power.

Kilobyte tightened the tentacle. "You'd better not be. You work for me now. Show me that your power is worthy enough, or I will destroy you." He let Ace go and walked back over to the Ferris wheel, dragging himself up with his tentacles and disappearing into the structure.

Ace waited until Kilobyte had disappeared to rub his arm.

The rat flew up from the ground and shook his head to clear it. "You shouldn't betray Kilobyte, you know. I don't think he likes it."

Ace fired a lightning bolt at Dirty Rat.

"Eeee!" The rat flew off hastily.

"Stupid rat," Ace growled. He would've blasted him into oblivion if he'd had enough power.

When he walked into the Haunted House he was not in the best of moods. Lady Illusion had been watching from the front door.

"Ace, are you alright?" she asked as he stormed past her.

"Need to power up," he growled.

"Oh, look!" said Staff Head as they walked in. He was sitting watching the television with Lord Fear. "If it isn't the traitor and her boyfriend!"

"Out!" said Ace in their general direction. He ignored them apart from that and touched his hands onto the massive power switch that hung on the wall, pulling power from it and into his body.

"As if Kilobyte's not enough…" Lord Fear grumbled. He slunk out the door with Staff Head. But not without taking the time to glare at Lady Illusion, passing out the door disconcertingly close to her and allowing Staff Head to let off a few sparks of energy almost in her face.

"Your time will come, m'lady," Staff Head snickered.

Ace took his hands off the energy supply. He'd been too busy to notice the almost-confrontation. "They gone?"

"Yes," she replied, deciding to ignore Staff Head and Lord Fear for the moment. Lady Illusion still wasn't quite sure how to take Ace now that he'd joined them. Something had changed; something had to have changed for him to even consider giving up trying to save the world.

Ace stepped across the room. "Good." He took her hands in his, a few sparks jumped between them.

"Ace… is this a good idea? What if Kilobyte or Lord Fear comes in?"

"They won't. And it doesn't matter now. We're on the same side."

"That's true… but Lord Fear still won't like…"

Ace grabbed her other hand, intertwining his fingers with hers. "Forget about Fear…"

Lady Illusion looked at him and then smiled.

Ace smiled back and pulled her close to him, pressing his lips against hers. Sparks flew as they dragged each other closer.