Fear. An ongoing story was the love triangle between Ace and villain Lady Illusion, who was Lord Fear's mistress throughout the first season but betrays him in the finale. The first season ended with Mark winning the game, with all the antagonists save Lady Illusion returning to the game world. In the second season, Chuck becomes Ace's secondary sidekick, and all the villains return under the leadership of a new antagonist named Kilobyte. Kilobyte was created by Rick Hummel, a computer repairman and former games developer who took on the alias of the "Master Programmer". Rick developed the program that brought the game to life, but was ridiculed and fired as a result. He desired to prove his worth by bringing the characters to life and ultimately conquering the world. A blackout in his shop allows Kilobyte to become independent, determined to rule the world. In the series finale, Ace and Lord Fear join forces and banish Kilobyte to the game world. However, Lord Fear turns on Ace and mortally wounds him, only to reveal that Lady Illusion took his place, and she dies in Ace's arms. Characters Main characters Michael Riley as Ace Lightning: The titular character, the playable character from the fictional game Ace Lightning and the Carnival of Doom. A superhero and Lightning Knight from the Sixth Dimension, Ace recruits Mark as his sidekick to defeat Lord Fear. Thomas Wansey as Mark Hollander: The main protagonist, a 13-year-old British boy who moves to Conestoga Hills with his parents at the beginning of the series. Drawn into the battle of good and evil between Ace Lightning and Lord Fear, Mark reluctantly becomes Ace’s sidekick to win the game. Marc Minardi as Chuck Mugel: Mark’s best friend, a bullied but intelligent boy who is a fan of the game. He becomes aware of the game characters in the second season, becoming Ace’s secondary sidekick, mistakenly named “Chuckdude” by Ace. Shadia Simmons as Samantha Thompson: The most popular girl in school, Mark’s next-door neighbour, and girlfriend in the first season. In the second season, Samantha attends boarding school, appearing as a special guest. Ashley Leggat as Kat Adams: A new addition in the second season, Kat is a brash and inquisitive new girl who becomes Mark’s girlfriend. Juan Chioran as Lord Fear: Ace’s arch nemesis and antagonist of the series. A 352-year-old lich, Lord Fear, seeks revenge on Ace for