"So, what now?" Chuck asked Mark as he pulled the car away from the carnival. Sparx had already left, having seen to it that Mark and Chuck were out safely. She had been trying not to show it, but she desperately needed to power up.

Mark sighed. "How should I know?" He pulled his wrist cannon off his arm and threw it up on the dashboard. "Seemed like he was pretty sure he wanted to be evil."

"Random seems pretty sure he's evil… sometimes. It's in the program."

"Ace seems to seem sure all the time. It's like…" Mark trailed off frustrated. "It's still Ace in there," he finally added. "He just seems convinced that he has to use his power right."

"And because he's got Random's evil side, he's applying that logic to what he thinks the right way is."

"Speaking of Random's other side…"

They both saw the cyborg rolling along the footpath at the same time. Chuck pulled up; bringing the car to a halt just after one of the front wheels climbed the curb. Random had to have heard them, but he didn't stop.

Mark opened the car door. "Random!"

"Right, something's going on…" he muttered when Random didn't reply. He climbed out of the car as Chuck turned off the engine. "Random! Wait!" Mark had to get right in front of him and just stand there before the cyborg finally acknowledged he was there. Mostly because he would've had to run him over if he wanted to keep moving.

"What?" he finally said.

"Well… you just left us there. In the middle of a battle!" said Mark, his voice getting steadily louder. "Googler could've killed us, and we were supposed to be helping Ace."

"I guess you just can't trust me then, can you?" Random spat out.

"We were trusting you."

Chuck came and stood next to Mark then. "Dude, what happened anyway?"

"Nothing happened, alright!" Random growled. "So, what? You thought you could trust me, just because I didn't have my evil program? Well, you were wrong. I'm just the same as I was then. I'm too messed up to help you!"

Mark had a feeling in his gut as he remembered Ace saying almost the same thing.

"That coward's not going to help you now, if he ever could!"

"Who told you that, Ace?"

Random glared at him then looked away.

"He's not in control, Random. You know that. Anything he said he didn't mean."

"Did it look as if he meant it when he tried to blast you?"

Mark opened his mouth to say 'no,' but stopped. It certainly looked like Ace had had it every bit in mind to destroy him. Only Sparx had stopped the lightning bolt from hitting him.

"Didn't think so."

"What does it matter anyway?" blurted out Chuck. "Whether he meant it or not, I mean. It doesn't matter, 'cause it's not true."

Both Mark and Random looked at him.

"You still gotta try and help him," he added now slightly nervous that Mark and Random were looking at him like he'd said something intelligent.

"I tried to help him already. It didn't work. He didn't let it work. Why should I try again if he won't let me help?"

"Because he's your friend," said Mark bluntly.

Random looked away again, seeming to glare at something in the distance.

"Look, Random, I know he must've hurt you. But that doesn't mean you give up on him. He's never given up on you."

Random's glare into nothingness softened for a moment.

"I can't help him," he finally said, "even if he'd let me." And then he pushed past both the boys. Not fast enough to hurt either of them; moving at all was enough to convince them to get out of the way.

"Random! We need your help!" Mark shouted after him.

Random ignored him, and rolled around the corner that led to the junkyard.

"Leave him, dude. We're not getting any help from him at the moment."

"And how to you figure that, Chuck?" spat out Mark, now thoroughly frustrated.

"Well… sheesh, I guess he was right when he said he'd lost his trust. He still can't trust himself, obviously," Chuck replied, slightly startled by Mark's anger.

"Dammit!" Mark growled, partly at the situation and partly at himself. Then turned and slammed his fist into the metal fence beside him.

"Um… you okay?"

Mark took half a second to reply. "I'm fine. Aside from just about breaking my hand… Let's just go." He turned and headed back to the car, not even waiting to see if Chuck was following.

Chuck sighed. "Oh boy, this is really messed up." Then followed Mark back to the car.

----

Ace sat in the Haunted House. Alone. A million thoughts rushing through his mind. None of which, he kept telling himself, mattered. Because now he was powerful, and he didn't need anything his mind kept telling him he did.

Kilobyte was right, emotions were weak. Ace didn't need them. So he'd just ignore them. But it wasn't that easy. A part of him wanted them. And a part of him just couldn't handle being alone with them.

Coward, his mind screeched at him. Ace tried to ignore it. What good was power if he was left alone? With no one to use that power to help. Ace looked at his hands and let the electricity crackle out of his wrist cannons and across his fingers. A smile played at the corners of his mouth as he realised what he was thinking. He wasn't evil. Random could fight this program, so he could he. He just had to tell it no.

Ace breathed in deeply. Tell it no. "I'm… not… evil…" And then felt a wall of darkness crash into his mind, into his emotions, and start to tear them apart like a wild Hellhound clawing for a grip. Only the thing it had clawed into couldn't hold it, had never been designed that way.

Ace groaned and fell to his knees, gripping his hands into his hair. "Shut up!" he shouted at the voice in his mind. And then everything seemed to flip, the voice was telling him to shut up. And then he couldn't tell who was shouting what, only that it felt like it was tearing him apart.

----

The Master Programmer looked at the screen that showed the Lightning Knight held to the ground by some invisible force. His other screen showed exactly what was going on, if you could understand it.

"You made a mistake trying to fight it," he said dispassionately. "You'll only make it fight harder." He observed the struggle for another few seconds and the then glanced back over to the screen that showed Lightning's program being slowly torn apart. A half smile crossed his face. "You're too good to give up, aren't you? Just how you were programmed." The smile grew into a grin. "You're no use to the evils now. No use to anybody."

The CD tray opened and the disk labeled 'Kilobyte' fell into it.

"Time to destroy Ace Lightning." The programmer laughed.

----

Kilobyte landed on the dirt of the carnival. The instructions were clearly burned into his mind. "Destroy Ace Lightning. Now." They had to be obeyed.

As he entered the Haunted House he was reminded how weak and pitiful human emotions were as he saw Lightning on the ground.

A tentacle would its way to the Knight and dragged him to his feet. "So, Lightning. You've let you're emotions get the better of you. And now they are causing this program to destroy you. You have proved your weakness and so it sees it as its duty to destroy you." Kilobyte wasn't sure if he'd heard. Ace was just slumped in the grasp of the tentacle. But Kilobyte could feel the inner struggle, raging just beneath the surface.

The easiest way to dispose of Lightning would have been an energy drain, but after what had happened with Random, Kilobyte wasn't willing to try that. The program would destroy him easily enough. He'd just have to get him out of the way and let the program finish its job.

So this is how the hunt ends.

Outside, the massive form of Fred set down outside the Haunted House, having responded to its master's call. It took Ace Lightning into its oversized claws, waited for Kilobyte to climb on, and then took to the sky.

From behind one of the sideshow booths there was a small flash of light. Seconds later an owl landed on top of it, its wide eyes watching everything intently. As soon as Fred took off, it followed.

----

Mark stared at his computer, his half finished assignment up on the screen. Okay, so it wasn't actually half finished. In fact, it was only the introduction that was half finished. But he just couldn't think about an English essay at ten o'clock at night, far less on this night.

Mark shut his eyes, blocking out the glare from the computer. How had his life gotten so messed up? He was a teenager at school; a half-finished English assignment should be worrying him more than anything else.

His thoughts were interrupted by the bleep of his phone. Mark opened his eyes, half wanting to just ignore it, until he saw the caller ID. He grabbed the phone up off the desk, fumbling to accept the call.

"Ace!"

There was a pause before the reply. "No. But he needs your help."

Mark took half a second to recognize the strong female voice. "Lady Illusion? Wait, well… tell me something I don't know!" he blurted out.

"Alright. That program inside him? It's going to literally destroy him if you don't remove it soon."

"I said something I don't know!" Mark cut in. "Why do you care anyway? He's on your side."

"If you want to save him, then be quiet and listen!" Lady Illusion hissed back. "I care if he's going to get sent into the datastream."

"Wait… datastream?"

"The program isn't just suppressing him; it's going to completely wipe him out. You have to find some way to remove it."

"How?"

"I don't know. But you have to do it quickly. Kilobyte seems to have decided Ace is no longer of any use to him. He's left him for the program to destroy. You'll be able to get him without any trouble from the other evils… or from him."

"Okay, okay. We'll try. Where is he?"

"Kilobyte's dumped him in an alleyway, not too far from the carnival. I'm here with him. But hurry up; I don't want to be missing for too long."

"Right, we'll try find you. We'll get there as soon as we can. Just… stay with him if you can, okay?"

"That's what I'm planning on doing."

"… thanks," said Mark simply before hanging up.

Lady Illusion took Ace's phone away from her ear and knelt down next to the Knight.

He looked like he was unconscious, lying just as Kilobyte had thrown him, but Lady Illusion wasn't sure. Perhaps he was just too absorbed in the battle that raged in his mind.

She took the phone and slipped it gently back inside Ace's jacket, and then rested her hand on his arm. He shuddered under her touch, a few sparks of electricity spitting out around his body.

"Hold on, Ace," she whispered to him. Lady Illusion wasn't sure, but he might have stopped shaking just a little bit. "Please just hold on."

----

He should have known he'd never be allowed to go out so late. Yeah, walking straight past his parents sitting in the lounge room and trying to stroll out the door had been a brilliant idea.

"Mark, where are you going?" his mother called after him.

For a half second, Mark almost felt like telling her he was just going to the garage, or to throw out some garbage. Anything that would get him out the front door. It wouldn't help him when he finally got back though, and it wouldn't stop his parents worrying about where he'd disappeared off to.

"Out…"

"Out, where?" Simon asked pointedly.

Great, Mark thought, this is all I need. "I… I need to go help a friend. It's really important."

"Not this late you're not," said Simon, "it's after ten."

"But…"

"And I know you've got homework, Mark," Fiona added. "You told me you'd finished it already; but you were up there doing it fifteen minutes ago."

"I'm finished it now though." Liar.

"Doesn't mean you're going out," growled Simon, "especially if you've been lying to your mother. Now, get back upstairs, your friend can wait until tomorrow."

"No, he can't!" Mark practically shouted.

"Mark…" Fiona warned him.

"Upstairs, now," said Simon, his voice making plain he'd had enough of the conversation.

But Mark couldn't go upstairs. He stood frozen to the spot, and then finally his mind snapped into gear. "I can't…" he said quietly. "Sorry…" Then he turned and walked out the front door.

He was halfway across the front lawn when his father got to the door.

"Mark, back here, now!"

Mark gritted his teeth and tried to ignore him. Chuck's car was already waiting by the curb; Mark had called him and Sparx before he'd gone downstairs.

"I mean it!" Simon shouted again, but stayed at the door. He was suddenly starting to doubt his ability to control his son. Mark wasn't listening to him.

Mark stopped just before he reached the car, and turned around, his conscience getting the better of him. "Dad, this is really important. Just trust me."

"You've given me more reason not to," Simon replied.

Mark couldn't reply to that and instead just turned away and climbed into the car, slamming the door hard behind him.

"Dude, your parents let you out?" Chuck asked as he pulled away from the curb.

"No," Mark said simply.

"Wait… but… aw, sheesh! Could've told me that earlier! Your dad's going to recognize the car… and my parents don't even know I'm out!"

"Chuck! We've got bigger things to worry about than upsetting our parents!"

"Alright! Not worrying about parents… where are we going anyway?"

"Lady Illusion said somewhere near the carnival. We'll probably have to look around a bit."

Chuck slammed on his brakes suddenly. "Sparx!" he exclaimed, startled by the Lightning Flash practically dropping down right in front of him.

"You left stopping a little late there…" Sparx observed, unfazed by the fact she was almost on top of their windshield.

Mark let down his window. "Think you could see where Ace is from up there?"

"Sure thing. Better try to keep up." Sparx flew up to a height where she had a half decent view; the lights underneath the Lightning Flash clearly visible to follow.

"Don't forget we've got to follow the road!" Mark shouted up after her.

"Yeah, and stop for traffic lights, I know."

Chuck and Mark followed Sparx around for about ten minutes. She darted off to the side of the road a few times, checking alleyways better than the boys could from ground level. Finally, she signaled them and darted down an alleyway.

Chuck drove the vehicle after her, but had to stop when he almost ran into a dumpster.

"Chuck!"

"Sorry! I didn't see it!"

Sparx dropped down next to Lady Illusion and Ace.

"Is he alright!" she demanded.

"I don't know," Lady Illusion replied. "You'll have to find that out for yourself."

"Alright…" Sparx growled. She knew now wasn't the time for picking fights, as did Lady Illusion.

The other woman nodded. "Take care of him." And then she morphed out.

Mark and Chuck came around the corner seconds later.

"Ace!" said Mark, rushing to his side.

"Oh boy, this looks bad…" said Chuck as he pulled out his laptop.

"Tell us something we don't know!" Sparx growled, glancing over at Ace.

Mark knelt down next to Ace and placed a hand on his shoulder, but then pulled away sharply as an arc of electricity jumped between them. "Ow!"

"Oh oh…" said Chuck.

"Yeah, I think we figured that," Mark growled, holding his hand.

Chuck ignored Mark's anger. "The program's tearing him apart!"

"Well, get it out of him! He can't stop you now!" Sparx said, gesturing at Ace collapsed on the ground.

"I can't with just a laptop! The thing'd eat my hard drive!"

Mark glared at him. "Who cares about your hard drive?"

"Maybe…" said Chuck. "Maybe we can use the machine to get it out of him. It sucked the program out of Kilobyte; if we can recreate those conditions we may be able to get it out of Ace. I think."

"Alright, I'll take him to the junkyard on the Lightning Flash then," said Sparx, then glanced again at Ace. "I sure hope your right, Chuckdude."

"Yeah, me too."