of the second season, Kilobyte is known as the Cyber Stalker, and was created by Rick Hummel to defeat Ace and prove his genius. Kilobyte is a bald, tattooed man who can extend four octopus tentacles from his back, which can absorb another character's energy or even upgrade them with new powers as he does with Lady Illusion, giving her the ability to infect Ace with human emotions. He has a cold, grim mind who thinks like a hunter and plots to destroy Ace slowly and painfully. He materializes from the carnival's ferris wheel. Needing a mode of transport, Kilobyte allows a wasp to sting him and take on his powers, causing it to mutate into a giant which Kilobyte can fly on. Kilobyte names it Fred, and is the only character he shows genuine affection for. Kilobtye is eventually freed of Rick's control, and plots to remove humanity from the world and trap them in the game. Ace and Lord Fear join forces and blast Kilobyte into the Sixth Dimension, where he plots to use the imprisoned Rick to escape and return to the real world. (Tamara Bernier Evans): Lady Illusion is introduced as Lord Fear's evil partner and lover. A green-skinned, elf-like woman with an actual spider for hair, she is able to shapeshift into any person or animal. She can also teleport, create bombs resembling crystal balls, and has spider-like agility and reflexes. At first she is obedient and quiet, but quickly grows to hate Earth and strikes out on her own. She is found by Ace, and they quickly fall in love, keeping their relationship a secret with only Mark knowing. Staff Head witnesses Lady Illusion kissing Ace, and blackmails her into stealing Mark's Amulet pieces. She ultimately betrays Lord Fear for Ace in the season one finale. In the second season, she is left behind by Ace when he returns to game, leading her to believe he has abandoned her, so she returns to Lord Fear and steals the Amulet pieces from Mark's house, disguised as a housekeeper named Felicity Fury. Kilobyte gives her the ability to infect Ace with human emotions, which she later comes to regret. Her loyalties are tested throughout the season, until she disguises herself as Ace in the finale and is mortally wounded by Lord Fear after defeating Kilobyte, dying in Ace's arms. Anvil (Howard Jerome): The muscle of the