A/n: Haven't had a chance to write one of these in awhile. Please read and review! :3

Pete, I need to be honest with you, mate. I don't know whether to be worried, or thrilled about the way things have been going lately. Everyone seems to be doing... nothing. It's as if the rules that used to apply don't even matter, which I suppose, makes sense. There've been a few scuffles at the Carnival, and Ace, Sparx and Lady Illusion have kind of tried to get more pieces of the amulet. But I don't think their hearts are really in it. Even the Evils seem to have other things on their minds. The Carnival actually seems to be running a little better than usual; I think Duff Kent may be taking advantage of Fear's Evils since they've got nothing better to do... can't see that being a good idea, but it seems to be working out for him so far.

And I know what you're thinking - this should make me happy. No having to run off in the middle of maths class to save the world - or arriving too late to save a man's life... But there's still Kilobyte. We have no idea where he's hiding. Or what his plans are. It's been weeks, and he hasn't so much as shown his face. I've had my share of scares because of this game, Pete. But after everything that's happened, not knowing what he's got planned scares me more than anything. I only hope that once it does come into the open, we'll be ready.

Lord Fear let the music carry him above the thoughts that plagued him. Finding out your entire existence was nothing but a fabrication could dampen anyone's mood. It was perhaps not that, but the thought that now he had no purpose. Oh, the occasional battle with Lightning had been fun, no doubt. But those had lost their meaning. Even the foolish superhero seemed to realise that. The fights had only been a reaction to finding themselves in each others way - there had been no plan or purpose from either side.

At least the sounds of the organ soothed him, and in these he found some meaning. Those programmers had given him something of worth, it seemed.

Fear hummed along, oblivious for the moment to the rest of the world, until a loud thud and a clatter rudely interrupted him.

"Good lord," muttered Stafffhead, who had been swaying along to the music beside his master. "Can't you see this room is in use?!"

The organ let out a screech as Fear mishit a chord. He let out a sigh.

Duff Kent had just dumped a whole pile of metal boxes that clattered and tingled as if they contained a small fortune in Doom Dimes on a desk in the corner. "Hey, I ain't bugging you. I just need somewhere safe to count my money."

Staffhead raised an eyebrow. "And you consider the lair of my master a safe place for a mortal?"

"No ones gonna steal from me in here, are they?"

Fear rolled his eyes. He couldn't even work up the motivation to blast the mortal. Which would possible be unwise, at any rate. He was at least keeping his minions from whining and whinging - another small thing to be thankful for.

"Not steal, no..." Staffhead had a mischievous gleam in his eye. He powered up and blasted one of the boxes.

"Hey!"

The box exploded with crack and the Haunted House was suddenly filled with coins clattering to the floor, and notes floating through the air.

Staffhead giggled.

Depressed he may have been, but Fear was not patient enough to let the sudden mess slide. Notes fluttered down around him and his eyes narrowed. "Enough! Both of you!" he snapped. He whirled to his feet and grabbed Staffhead. "What must I do to get a bit of peace and quiet?!"

"But I didn't start it!" Staffhead protested. "This mortal is using you... well... your minions. You can't let him get away with it!"

"That's for me to decide!"

Duff had a rather smug grin plastered across his face. "Hey, stick, your master's smart enough to know I'm helping him out."

Fear tossed Staffhead aside. He moved across the room to Duff and stuck out his neck so that his face was inches away from the carnival owner's.

Duff gulped.

"You're helping yourself, mortal. Do you think me a fool?"

"Heh..." said Duff nervously. "Every deal's got benefits for everybody... boss..."

"That's a bit better," Fear drew himself up. "You may be helping me but that does not give you free reign, understood?!"

Duff nodded furiously.

"Good." Fear headed back towards his organ.

"Actually... there was one thing I wanted to ask you..." Duff said tentatively.

"Oh, does this mortal know no boundaries, m'lord?" Staffhead said.

Fear ignored his minion. "What?!"

"Just that... with all the finding the amulet stuff and defeating Ace Lightning not mattering anymore... and with you sitting in here all day just playing your organ... well... I wondered whether you'd considered other careers..."

Fear raised an eyebrow in complete bafflement. "Are you inquiring as to my future aspirations?"

"... well..."

"I have none, you fool! My purpose was supposed to be to defeat Ace Lightning. But no, that is not the truth, is it?! My purpose is... it was to entertain these mortal children by providing a foil to the scrupulous Ace Lightning. My only consolation is that that cretins purpose was even more inane!"

"There's... there's nothing wrong with being an entertainer!" Duff stuttered. "I mean, perhaps bad guy in a video game is a bit... er... but you play that organ so well... you could make a lotta money off that..."

Fear's eyes narrowed. "You mean you could make a lot of money..."

"Well, if you needed a manager..."

"Get out of my Haunted House, you witless fool!" Fear stretched out an arm and grabbed one of the intact money boxes. He hurled it at Duff.

Duff let out a noise rather like a squeak, as the box hit with a clang against the wall above his head, and bolted outside.

"Honestly," said Staffhead. "Can you believe the nerve of that mortal? I think it might be wise if we got rid of him."

"Then who would you terrorise?" Fear said with a sigh.

"The rat?"

"Your loyal Staff may be onto something, Lord Fear."

If Fear possessed a skin he would have jumped out of it at that very moment. As it was, he was able to recover remarkably fast, so that when the speaker moved out of the deep shadows he was able to answer with barely a hint of surprise. "Kilobyte. I was wondering when you would emerge."

"You should get rid of the mortal," Kilobyte said, as if Fear had not spoken. "They are worthless."

"He is my mortal," Fear said testily. "And I will get rid of him when I see fit."

Kilobyte scowled. "And when would that be? I have observed your actions of late. Or lack."

"My actions are not your concern," Fear snapped. "But perhaps you have not heard the news."

"News? I take it you mean that we are a child's game? I know Fear. I have always known."

Fear swallowed. It had never occurred to him that Kilobyte already knew. "If that's so... why do you question my inactivity? You yourself have been gone for weeks. You can hardly judge..."

"I have been preparing."

"For what?"

"To destroy these mortals. You see, I..."

Fear sighed. He found himself relatively unconcerned with what this creature could do to him. Not knowing his existence was pointless. It did not mean that he didn't fear him, but he failed to see the point of crawling around on the floor to gain his favour. At any rate, he was in too foul a mood to give Kilobyte the satisfaction. "Yes, Ace Lightning has filled me in on this already. He told me you'd destroyed the programmer, and that you intended to do the same to all the mortals. And that you would grant us the great honour of being allowed to live if we were to help you in this stupendous endeavor."

"I detect a hint of sarcasm, Fear," Kilobyte growled.

"I expect you do," said Fear. If Kilobyte felt the urge to destroy him, so be it. But Fear would not allow himself to cower.

Kilobyte's eyes narrowed. "I am offering you an opportunity, Fear. I can understand the Lightning Knights holding onto their programming and denying their desire to hurt these mortals, but you... there should be no issue."

"I am not at your beck and call anymore, Kilobyte," Fear snapped.

"This is not an order," Kilobyte growled.

"Hmm." Perhaps Kilobyte would not destroy him. "An offer, then?"

"Yes."

"And if I help you, then what do I benefit?"

Kilobyte sighed. "Besides payback on these worthless mortals, you mean? You get power. You see, when I killed the master programmer, I came into possession of his instruments of control. Along with the inbuilt knowledge he gave me, I am able to manipulate the very fabric of this game. Not powerful enough to defeat Ace Lightning? I can give you the strength."

"I no longer wish to destroy Ace Lightning," Fear said. "What is the point Kilobyte?!"

"At least try it out. After all, what do you have to lose? You can always return to wallowing in your self pity."

"Lord Fear does not wallow!" Staffhead snapped angrily.

"Quiet," Fear growled. It was not a terrible offer. In former days he would barely have hesitated to accept it. But now, he found it difficult to work up the desire. And yet, Kilobyte seemed to need him badly, else Fear was sure there would have at least been some response to his previous snide remarks."Alright, Kilobyte, I accept your proposal. I will... assist you in your endeavors. But I refuse to be your slave!"

"Of course," Kilobyte said. His lips twisted into a smile. "I would never enslave such an entity as yourself, Lord Fear." He stepped across to him and a tentacle slipped out, brushing the skeleton's shoulder.

Fear repressed a shudder.

"You are magnificent, in your own way. It is only the limits of your programming that cause you to be so ineffectual. With the right upgrades, you could have defeated Ace Lightning."

"I thought we were to destroy the mortals?"

"Ace Lightning will likely stand in our way," Kilobyte said with a sigh. The tentacle snapped back in. "As a gesture of my good faith, Fear, I will give you one of the upgrades now. A minor defensive ability, but it could be useful against Lightning in the right situation. Try it out - you may find you rediscover your desire to destroy him."

"Oh joy," Fear cringed as two of Kilobyte's tentacles snaked out and wound their way around them. A shower of sparks crossed the gap between the two. Fear could feel a tingling, like Ace Lightning had decided to zap him, only not quite as powerful. He shuddered at the sensation.

Kilobyte's tentacles withdrew.

Fear had his eyes squeezed shut, and he opened one cautiously as the tingling stopped. "Is... is it over?" He glanced at his hands. "I don't feel any different. If this is some trick..."

"It is no trick, Fear." Kilobyte was smiling. "You now possess the ability to equalise the power levels of anyone you desire, save mortals of course. And me."

"But of course."

"It may be of use if you are running low..."

"I understand the definition of equalise, Kilobyte."

"You will be of use to me. I will let you know what I need when it is required."

"I'm sure you will. Now, if you don't mind..." Fear gestured pretentiously towards the door.

Kilobyte ignored the gesture, and took a step towards Fear so he towered over him. "Be very, very careful, Fear." Only then did he turn and leave as silently as he'd arrived.

Staffhead shivered. "My lord," he said tentatively, "you cannot be seriously considering working for him? After how he treated you..."

Fear allowed himself a smile. "No need to worry, my loyal staff. I know not why, but it appears Kilobyte truly desires our help. I doubt he is foolish enough to risk rough handling on his part to push us to join forces with those pathetic knights. You see, we will do as he wishes so long as it suits us - we shall figure out what his true plans are. And then we shall be all the better placed to make our own."

"A wonderful plan, my lord."

"It is, isn't it? And these... upgrades he speaks of. These may also of use to us. Let us go and find that worthless fool, Ace Lightning. He has stomped over our turf as he pleases, let us see how he likes us doing the same to him."

Staffhead grinned widely. "Oh, an excursion! I've missed those!"

"I'm telling you, Mark, these guys are unstoppable." Chuck stomped up the steps to the Thunder Tower, pausing briefly at the top to catch his breath. "I mean, when you get all three lightning knights in the game - assuming Random Virus doesn't go crazy on ya - you're blasting everyone, left, right, centre! And now with Lady Illusion? There's no way we've got anything whatsoever to worry about..."

The two boys walked through the doors to the Thunder Tower, at which point they stopped dead in their tracks.

"Yes, well," said Mark with a sigh. "This is the real world, Chuck."

A piece of metal flew across the room and slammed into the wall just above the door the two boys had just entered.

Mark just about jumped out of his skin.

"Sparx!" Chuck exclaimed. "Mortals, over here!"

"Sorry!"

The scene which had greeted the two as they entered was hardly one of efficiency. One corner of the Thunder Tower was an absolute mess. The Lightning Flash hovered above Random Virus, who was fixing something underneath it. It seemed he had turned that corner of the tower into his own, personal workshop. Apart from the Lightning Flash there was an odd assortment of tools lying around, as well as what looked like a few pieces of complete junk.

Sparx was hanging around, and the piece of metal she had just thrown was probably a bit of scrap Random had finished using. She picked up another piece of scrap and turned it over in her hands, examining the aerodynamics. Mark grabbed Chuck by the sleeve and dragged him away from the door, in case Sparx tried to flatten them again.

"Sparx, what are you doing? You could've killed us!"

"Helping Random clean up," she said. "He's fixed the Flash for me after all."

"Twice," Random muttered under his breath, but he continued whatever he was doing under the vehicle and otherwise ignored them.

"So..." said Chuck. "Once you've fixed the Flash are you going to go blast some bad guys?"

"Maybe..."

"Sparx, you'll just break the Lightning Flash again and Random will have to fix it. Again." Ace was sitting in a relatively new looking sofa, flicking through channels on the television absentmindedly.

Mark frowned, and wandered over. It was probably safer on that side of the Thunder Tower anyway. "Ace, I thought you'd be doing... something..."

Ace flicked through another couple of channels. "This is something."

"My parents would disagree with you. And I think I'm starting to see their point..."

"Lady Illusion's at work anyway." Another three channels cycled across the screen in quick succession.

"She has a job?"

"She can shapeshift, Mark. How do you think we got the new sofa anyway?"

Mark eyed the piece of furniture suspiciously. "I don't know... you never know with you guys. But I mean, you don't need a job, Ace. You're a superhero. Shouldn't you be blasting Fear, or down at the Carnival, or..."

"To do what?" said Ace with a sigh. "Pass the time?" He pressed the channel up button on the remote again. The device let out a crack and a small puff of grey smoke. "Stupid..." Ace mashed the remaining buttons a few more times, then hurled the remote across the Tower. It clattered across the floor a few feet from Chuck, who had been trying to look over Random's shoulder at what he was doing to the Lightning Flash.

"Dude!" said Chuck. "Mortal!"

"Sorry..." Ace stood to his feet with a sigh and turned off the television manually. He did this far more gently than he had treated the remote, and as far as Mark could see, without any damage.

"Ace, are you sure you're alright?"

Ace shrugged. "I don't know." He seemed to think for a moment. "It's just that..."

There was a whine of engines overhead. Both Ace and Mark looked up to see the Doom Wagon drop through the open roof. "Well, well, well," said Fear. His neck snaked out below the howling vehicle; he wore an almost delirious looking grin. "Isn't this just the picture of domestic bliss?"

Ace hands balled into fist. "What do you want, Fear?"

"Oh, I was just thinking how you've paid me a few visits, but I haven't had the chance to repay the favour. And I think it's more then time for a little get together!"

"Wonderful," Mark heard Ace mutter under his breath. The superhero then shot into the air after Fear.

"Hang on, Ace!" Sparx shouted. She leapt onto the Lightning Flash and revved the vehicle.

"Sparx! I still need to disconnect the..." Random cut off his sentence with a frustrated growl, as the Lightning Flash tore up towards the ceiling, strewing tools and cables in a clatter across the floor.

The top of the Thunder Tower became a whirlpool of green, blue and pink energy, and zipping vehicles. Mark backed towards the corner of the tower where Chuck and Random were.

"Dude, this is more like it!"

"Chuck," Mark frowned. "They're going to trash the place!"

"At least they're not moping..."

"She's going to burn out the drive motors," Random grumbled.

Chuck glanced across at him. "So... does it suck being stuck on the ground all the time?"

A crackle of electricity played across the top of the tower, making Mark jump.

Random frowned. "Only when Sparx is destroying the last three hours of work I've done. You two might want to stand back..."

The Doom Wagon swooped low overhead, and then began to shudder as if it had suddenly encountered some serious mechanical difficulty. It gave a whine of protest and then crashed into the floor with a scrape of metal. Fear was not to be put off however, and jumped swiftly from the crumpled heap. He turned Staffhead on Random, but the cyborg quickly turned the flow of energy back on Fear.

Mark and Chuck both backed away until they were behind the sofa.

"I don't know what Lord Fear's doing," Chuck muttered. "He's outnumbered, he's gotta know that..."

"It doesn't look like he cares..." Mark observed.

Sure enough, Fear seemed to have little care for his own safety. Despite now being grounded, and hence a far easier target to hit, he was blasting around and yelling madly.

Sparx and Ace landed and added their pink and blue energy to the mix of green that Random kept throwing back. Fear crumpled to his knees under the onslaught.

"Okay, stop!" Ace ordered.

The crackle of electricity died away.

"I don't know what you're doing, Fear. But it's not working. Get out of here before we finish you off!"

Fear drew in deep breaths, and Staffhead coiled beside him. "Charming, Lightning. You're a true gentleman. Me, on the other hand..." He grabbed Staffhead and pointed him at Ace. "Now, my loyal staff!"

Staffhead grinned, and a blue-grey tendril of energy built within his crystal ball. It then whipped out like a rope and wrapped itself around Ace's wrist.

Ace frowned at the attack, but then his wristcannon began to spark and leak energy into the tendril that coiled and twisted around his hand like a snake. "What the..."

"What now, m'lord?" Staffhead said nervously.

"It needs to equalise, you fool! Shoot me!"

"But, my lord..."

"Now!"

Staffhead turned on his master and blasted him. This sent another blue-grey tendril at Fear. This briefly behaved much like the attack on Ace, wrapping itself around Fear's wrist. And then both tendrils flashed and shot out across the distance that separated the two enemies. The two tendrils linked, then lit up with a sharp blue glow. Fear let out a gasp. Ace grunted and dropped to his knees.

"Ace!" Mark shouted.

The energy crackled between the two like a slow-motion bolt of lightning.

"Chuck, what's happening?!"

"I don't know, man! It's like... Fear's draining Ace's energy... he shouldn't be able to do that! There's no upgrade that I know of that..."

The glowing blue rope suddenly snapped, and a crack filled the Thunder Tower like a clap of thunder. Mark and Chuck covered their ears. When Mark looked up Ace was flickering on his knees and Sparx was down next to him, shaking him by the shoulder.

"Ace!"

Fear stood to his feet, holding his hands in front of himself as energy crackled off of them. "This feels..." he winced. "Less than pleasant..." He grabbed up Staffhead and pointed him at the knights. There was no blast of green energy. "Staffhead!" Fear snapped.

Staffhead hung limply in his master's arms. "Ooo... woozie... I'm... mumsie, is that you?"

Fear snarled in frustration. "Oh, of course it couldn't be straight-forward, could it?"

Random began to roll towards him, his claw held threateningly before him. "It might be wise if you leave while you still have your head," he growled.

Fear paused for a moment, glanced at Staffhead, and then backed towards the open door behind him. "Careful, knights. I'll have this worked out before long..." He slipped out the door and was gone.

Mark rushed from behind the sofa and to Ace's side. He was definitely low on energy. Very much so. It was like the first time Mark had shown him to the Thunder Tower, when his levels were so low he was down in single digits. Sparx tried to heft him up onto one shoulder, but he was almost a dead weight. She grunted and then shouted: "Random!" a hint of desperation tinging her voice.

Random rolled towards them. "Move."

Mark realised at the last moment that the cyborg wasn't slowing in his approach. He took a few hasty steps back at the same moment that Sparx let go of Ace and stepped away.

Random didn't stop, but grasped Ace by the back of the collar with his good hand, and hooked his claw under the back of the knight's jacket. He then rolled to the transformer at some speed, and thrust Ace practically face-first into the machine. Energy crackled around them.

Random rolled back out of the way as Ace regained enough of his energy to stand. Eventually, Ace let go of the transformer and stepped away.

Sparx let out a sigh. "Thank Zoar..."

Ace put a hand to the side of his head and grunted. "What happened? I think I blacked out after Fear hit me with that... thing..." He rubbed a hand through his hair. "Did someone punch me in the head?"

"Dude, Random just about face-planted you in the transformer!" said Chuck.

"You really needed a recharge," said Random. "Sorry. I got a bit carried away."

Ace gave a lopsided smile. "Well, it feels like I needed it." He put out a hand and grasped Random's shoulder. "Thanks, buddy."

"What was that anyway?" Sparx asked. "I've never seen an attack like that before."

"Some sort of upgrade," Chuck shrugged. "But not one I've ever seen. Perhaps its some new program."

Mark shook his head. "How could it be? The only person who could mess with the game was Rick. And he's... not really capable of doing that anymore."

"Look, I don't know dude. All I can tell you is what I saw..."

"Can you figure it out, Chuck?" Ace asked. He folded his arms. "If someone else is fiddling around with programs I'd kind of like to know about it."

Chuck nodded. "No problem, man. Chuck-dude is on it."