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The main protagonist. Mark is a 13-year old British kid who moves to Conestoga Hills with his parents. His life is turned upside down when a bolt of lightning strikes his house and the characters from his favourite video game come to life. He is enlisted by Ace to be his sidekick, a decision that causes a lot of problems for Mark. The series focuses around Mark as he juggles his new job as a sidekick and his trouble school life of romance, homework, and hiding the truth from his loved ones. He lacks any superpowers so has to rely on his wits to survive his daily battles with the badguys, though in the second season, he receives his own Lightning Gun.
- Apocalyptic Log: Mark talks to his friend Pete via a webcam usually in every episode.
- Audience Surrogate: Usually the primary P.O.V. in the series.
- Badass Normal: At first he hides during early battles but then confronts Random Virus repeatedly, fights Zip and Snip, Pigface, and Fred separately using makeshift weapons, and is even willing to fight Lord Fear.
- Beleaguered Assistant: Mark is very reluctant to be Ace's sidekick at first, worrying about the danger and consequences, which show themselves through Season 1. He mellows out over time, but still has a cautious attitude to it. Played straight in early episodes where Mark has to bring some reality to Ace's programmed understandings of his own life.
- Big Damn Heroes: Pulls this if the other Lightning Knights at in trouble. His greatest traits are his courage and loyalty to his friends.
- Big "NO!": In the final episode where Mark thinks Ace as been mortally wounded by Lord Fear, but it is revealed to be Lady Illusion in disguise.
- Consummate Liar: Becomes this to protect his friends from harm. While Samantha eventually comes to the conclusion it is one reason why she likes him, Heather is not so forgiving, and Kat easily sees through Mark's lies.
- Disguised in Drag: Played with hilarious results in the ninth episode. Mark dresses up as a teenage American girl compete with an exaggerated Valley Girl accent to keep an eye on Samantha. Wayne falls in love with his female counterpart. Hilarity Ensues.
- Easily Forgiven: A subverted, non-evil version. Mark is easily forgiven over and over by Samantha for his habit of running off and making excuses. Heather, not so much.
- Enemy Mine: Reluctantly agrees to aid Lord Fear in destroying Kilobyte.
- Expy: Word of God said Mark was inspired by Peter Parker.
- I Just Want to Be Normal: Though technically he is, it's just the life going on around him which isn't normal in any way whatsoever.
- Kid Hero: A 13-year old hero with no superpowers.
- Kid Sidekick: The Robin to Ace's Batman (though Ace isn't really like Batman).
- The Lancer: To Ace, though he is still the show's lead protagonist.
- Lightning Gun / Shock and Awe: Gets his own wrist cannon in the second series which fans have affectionally called "The Super Glove of Doom". It does have a strong resemblance to the Power Glove.
- Narrator: He never directly addresses the audience, but rather shares video messages with Pete describing his experiences with Ace and co.
- Ordinary High-School Student: Before becoming a superhero's sidekick, though he tries to maintain this trope throughout.
- Refusal of the Call: Mark repeatedly refuses to become a superhero, at one point quitting the superhero business all together after Sparx openly insults his abilities as one.
- Reluctant Warrior: Mark keeps saying throughout the series that he is not a hero or a Lightning Knight. He eventually accepts his role.
- Sadistic Choice: Mark nearly has one in Episode 26 when he's given the tedious decision whether or not to delete the game from his computer, which would delete all the character too. He doesn't go through with it, of course.
- Supporting Protagonist: He is technically this to Ace, but is the main protagonist of the series.
- 10-Minute Retirement: Mark quits the superhero business for half an episode.
- Wake Up, Go to School, Save the World: That's pretty must the jist of this show - with video game characters. Mark even appears lampshades this: "First save the world, then be home in time for dinner."
Mark's best friend. A jolly, overweight nerd who is a big fan of Ace Lightning, aiding Mark with tips on how to beat the game without any knowledge of the truth. Though often bullied, Chuck is quite bright and has know-how on computers. In the second season, he discovers the truth and become Ace's secondary sidekick and Techno Wizard.
- Adorkable: Nerdy, smart, chummy, bullied, wears glasses, likes video games and nerd-associated stuff, easily flattered and excited, but very humble at heart.
- Cloud Cuckoolander: His Totally Radical personality and exciteable nature emphasize this. In the fourth episode, he is exposed to one of Lady Illusion's bombs, making him delirious, and starts singing "My Lord Kumbaya".
- Demonic Possession: Chuck is possessed by Rotgut in Episode 36. Chuck doesn't seem harmed by it, other than Rotgut has taken over his body, not that he does much harm with it.
- Disappeared Dad: Chuck's father is never mentioned nor seen.
- Embarrassing Nickname: Wayne calls him "Upchuck" for his vomiting habit. Chuck calls his superpowered foot "Thunderfoot" for a short time.
- Fat Best Friend: A mixture of all three types.
- Full-Name Ultimatum: Jessica calls Chuck by his full name when angry - "Charles Nelson Mugel".
- Hidden Depths: Reveals a significant knowledge with computers, technology, and engineering as the series progresses.
- Laser-Guided Amnesia: Chuck is hit by Lady Illusion's gas bomb in the fourth episode, meeting Ace, but Ace tells Mark that Chuck won't remember a thing once the gas wears off.
- Momma's Boy: Implied, since his mother, who is a lawyer, sued the school bus company after Chuck threw up in it due to motion sickness.
- Nerd Glasses: Gains them in the second season.
- New and Improved: Chuck pretty much describes himself as this in the first episode of Season 2.
- No Social Skills: Subverted. Chuck is just waiting to have someone to socialise with, and befriending Mark allows him to hang out with the likes of Samantha, Brett, and Heather.
- Not Quite Dead: Chuck is almost killed by a rampaging Ace, but recovers.
- Official Couple: With Jessica. Out of all the cast, they have the most stable relationship.
- Plucky Comic Relief: Pretty much the funniest character in the show. His habit of being sick is often used as a Running Gag, and his tendency to overreact to events.
- Proud to Be a Geek: He is often bullied for his weight and nerdy status, but it barely bothers him. He reminds Wayne that some of the greatest minds in history were laughed at but did great things.
- Rebel Leader: A non-standard example. Chuck rallies the students to rise up against Mr. Cheseborough's Big Brother-esque routine in the twenty-fifth episode after, particularly after he finds out the food budget has been cut in the school cafeteria.
- Secret Keeper: Keeps Mark's secret after discovering Ace's existence in the second season. He briefly found out early in the first, but due to being hit infected by Lady Illusion's gas he forgets about it.
- Sidekick: To Mark, and then Ace.
- The Smart Guy: The tech expert for the heroes.
- Superpowers For A Day: Chuck gains superhuman strength after being struck by a deflected lightning bolt.
- The Smart Guy: Despite being bullied, Chuck is quite intelligent, building is own robot with help from Mr. Cheseborough and spends time at a computer camp.
- Sweet Tooth: Loves himself some chocolate or soda.
- Techno Wizard: Chuck is a gifted child, able to construct his own robot to win a tri-county science competition. His knowledge of computers, and the video game, make him the perfect recruit for the Lightning Knights.
- Theme Tune Cameo: Chuck whistles the theme song in the thirty-seventh episode.
- Trapped in TV Land: Chuck gets sucked into the video game, dons Ace's costume, and helps Sparx fight Googler and escape the game.
- Vomit Chain Reaction: Chuck has a nasty habit of being sick, usually from motion sickness or when he sees something disgusting. These include being on a school bus, finding a pea in his pudding, or being creeped out by Rotgut. Can be used for great effect in humiliating Wayne or being used as a distraction.
Mark's first girlfriend and next door neighbour, Samantha is a popular girl in school and spends the first season as the female lead, but is oblivious to Mark's second life, yet pursues relentlessly to understand it. She has an on-and-off relationship with Mark and eventually moves away to a boarding school in the second season.
- Betty and Veronica: Samantha is Betty to Kat's Veronica.
- The Cheerleader: For one episode.
- Demoted to Extra: She goes to a boarding school in the second season.
- Determinator: Samantha is determined to find out what Mark is keeping a secret, but eventually gives up, not out of exasperation, but because that is just a part of why she loves Mark.
- Distressed Damsel: On a couple of occasions, and actually plays the role of one in the school play. Sometimes she is oblivious to her role as one, since she remains unaware of Mark's double life.
- Girl Next Door: Literally.
- Girl of My Dreams: Mark's love interest until the second season.
- Love Triangle: Between her, Mark, and Brett for the first season, with Heather thrown in halfway through. It ends with Samantha and Mark becoming an official couple. In the second season, Samantha is at boarding school and starts dating Jeremy, but Mark ends up in a triangle between her and Kat.
- Passing the Torch: Samantha gives Kat some tips on dating Mark.
- Put on a Bus: Shadia Simmons, who plays Samantha, had conflicting schedules and became a supporting character. Samantha moved to a boarding school and ended up dating a guy named Jeremy.
- Rollerblade Good: Samantha has rollerskates but she never uses them.
- Sassy Black Girl: Has her snarky moments, but is usually very sweet but honest.
- Unresolved Sexual Tension: After she and Mark part ways, Samantha shows a look of regret, perhaps having not given up completely on him.
- Weirdness Censor: Samantha is oblivious to the strange goings on around her and their obvious link to Mark, merely pondering on them at some points as being odd. She is also attracted to Mark for his strange behaviour, grows tired of it but then is drawn back to him, realising why she loves him to begin with.
- Will They or Won't They?: With both Mark and Brett, Samantha has a hard time staying with one boy for too long. First she is with Brett, then dates Mark, but breaks up with them, then is inclined to get back with Brett while being slowly drawn back to Mark. By the end of the season, she goes with Brett to the school dance only to end up with Mark when Brett falls for Heather.
Introduced in the second season to replace Samantha, Kat Adams becomes Mark's third girlfriend after her dumped Heather. A spunky, outgoing but opinionated girl she shows great skills in basketball and becomes co-editor of the high school newspaper, making it her goal to discover the secrets of the Carnival of Doom.
- The Ace: Shown to be skilled in basketball and athletics, winning victory for the school basketball team.
- Action Girlfriend: She is more outgoing than Samantha, playing basketball and rides a quadbike at one point.
- Betty and Veronica: The Veronica to Samantha's Betty.
- Defrosting Ice Queen: Becomes more nicer and approachable as the episodes go by.
- Distressed Damsel: Twice. Once when Kat's quadbike malfunctions thanks to Dirty Rat, and secondly when she is captured by the villains in the finale, but only because she keeps snooping around the carnival.
- Determinator: Even more determined than Samantha to find out what's going on with Mark and the Carnival, even guessing it is connected to Ace Lightning before confirming it. Doubles as her Fatal Flaw, being very stubborn and bull-headed, takes a lot of things personally, and often overreacts to others.
- Expy: A high school version of Lois Lane.
- Girl of My Dreams: To Mark after Samantha leaves.
- Hidden Depths: Stuns the student body by revealing she is an amazing basketball player.
- Intrepid Reporter: Wants to be this, not letting anything stop her from getting a good story, though this comes to be her undoing.
- New Transfer Student: Moves from a big city to Conestoga Hills and is not very thrilled about it, planning to run away but Mark's presence convinces her to stick around.
- School Newspaper News Hound: It leads her into a lot of trouble, namely getting kidnapped by the villains in the finale.
- Secret Keeper: Over the season, she unravels the presence of the game characters due to her frequent stakeouts in the carnival. Kat eventually finds out the truth in the finale when she is captured and imprisoned with Sparx and Random Virus.
- Tomboy and Girly Girl: Kat is the tomboy, while Samantha is the girly girl.
- Tsundere: Starts as an icy, blunt girl, often rude and honest in her opinions, but reveals a more sweeter, kinder personality over time, though her more sharper qualities remain.
- Will They or Won't They?: Mark and Kat. They do with a looking pushing from Samantha.
- You Gotta Have Blue Hair: Kat is a natural dirty blonde, but parts of her hair are blue.
The Lightning KnightsThe heroes of the show, the Lightning Knights are interdimensional superheroes who guard the Sixth Dimension from evil. Their authority spreads to other worlds when Ace Lightning chases Lord Fear to Earth. While only three official members are introduced in the series, Word of God revealed that there were more Lightning Knights, some of which are stronger than Ace and Random Virus combined. As you may have guessed, the Knights are themed around electrical Magitek and medieval knight motifs. They operate from the Thunder Tower, actually Conestoga Hills' abandoned observatory, and use a transformer to recharge their powers.
The titular character and secondary protagonist. The player character of Mark's video game, Ace Lightning and the Carnival of Doom, Ace is a Lightning Knight who follows Lord Fear and his gang to the real world to defeat them and restore the broken Amulet of Zoar. However, his time on Earth alters his original programming, discovering new emotions and experiences, including falling in love with Lady Illusion.
- The Ace: As his name implies, Ace is regarded as the foremost of the Lightning Knights. He is a skilled fighter, superhero, and
- Artificial Human: A subverted trope, since he originates from a video game and is made of data. Discovers the truth in the finale, has a brief existential crisis,
- Authority Equals Asskicking: His duty as a superhero and Lightning Knight aren't really needed to show he can put up a fight.
- Big Damn Heroes: Usually pulls this off once an episode.
- Brainwashed and Crazy: In one episode, Ace is turned into a zombie by Googler's sock puppets.
- Brought Down to Normal: Ace's superpowers are removed by Zip and Snip, and he has to walk around disguised as a masked police officer.
- Characterization Marches On: Ace starts off as a wisecracking and heroic superhero, but over time he becomes more human during his experiences in the real world.
- In the second season, Ace's original, already faultering programming is destroyed when Lady Illusion gives him real human emotions, making him undergoe a variety of changes but also gain intuition and an understanding of human spontaneity and relationships.
- Chaste Hero: Ace admits he has never flirted before. And he is a 32-year old. However, this can be justified since he is a video game character and his programming likely didn't involve romance (cutscenes from the game show Lady Illusion flirting with him openly, with Ace completely unfazed by all of it). This changes when he and Lady Illusion get up close and personal, bonding over their misplacement in the world.
- Chest Insignia: A lightning bolt.
- Curb-Stomp Battle: Quite good at this early on in the series or when he is battling the second tier badguys.
- Dating Catwoman: Ace dates Lady Illusion, although it is in secret for most of the first season.
- Does Not Know His Own Strength: Former Trope Namer. Ace's superhuman strength causes him to unintentionally trash Mark's house throughout the first season.
- Dumb Blonde: Subverted. Ash has his moments of stupidity, not understanding the lifestyles of Earth or Mark's social life.
- Fish out of Water: Ace is bamboozled by Earth, often fiddling with technology in Mark's house and destroying it. He also develops a hatred for garden gnomes, although this stems from an encounter with living gnomes in the Sixth Dimension as seen in the video game. Ace again fits this trope when he experiences his new emotions in the second season. It also provides a romantic subtext when he and Lady Illusion bond over their unfamiliarity with the world.
- Flight: Ace can propel himself to fly at the speed of electricity.
- The Game Come to Life: At the beginning of the series, Ace, following his programming, is committed to being a superhero, fighting evil, and winning the game (though he is oblivious of the actual game til the series finale). He also views Mark as his sidekick and not as a friend, is puzzled by the real world, and is portrayed as a stereotypical superhero. Over time, he mellows out and evolves into a more humane character.
- Glass Cannon: Becomes this when he is low on power.
- The Hero: Shared with Mark, though he is this trope in the video game.
- Heroic B.S.O.D.: Ace literally has one when he is frozen in place when a virus interrupts a data transfer. Lady Illusion snaps him out of it with their First Kiss.
- Has more serious ones in the second season upon getting human emotions, terrified of Kilobyte and frightened when he nearly kills Chuck.
- Heroic Vow: The code of the Lightning Knights - "Do right and fear not."
- Interdimensional Cop: Operates in the Sixth Dimension, but is implied to have authority elsewhere too.
- I Can Still Fight!: Not as stubborn as Sparx, but will try to keep up the fight until it is time to retreat. Has a more personal version after falling into depression over his emotions, losing the will to fight. However, Mark's courage inspires Ace to do his job and be a hero.
- Knight In Shining Armour: Subverted. Never dons the traditional armour, but is chivalrous, heroic, and always trying to save the day. He also uses a lance and a shield in battle.
- Lawful Good: Ace firmly believes in doing what is right, being heroic, protecting the weak, and fighting evil. His perspective changes a bit when he falls in love with Lady Illusion, willing to give her a chance, and learns humans are more complex than he thought.
- Lightning Gun: Ace has two "wrist cannons" which can fire his electrical attacks from.
- Luckily, My Shield Will Protect Me: Has the Shield of Justice, which can absorb energy blasts and redirect them.
- My Greatest Failure: Has two. One is accidentally crippling Lord Fear, leading to his rise to villainy. The other is being unable to help Random Virus' mental trauma.
- The Nicknamer: Often refers to Mark as "Kid", Chuck as "Chuckdude" (due to a misunderstanding), and nicknames the villains teasingly.
- Ominous Visual Glitch: Will flicker a lot when low on power.
- Paper-Thin Disguise: Happens several times. He dresses as a hooded janitor to save Mark in the fourth episode; dresses as a masked police officer when Googler steals his powers in the seventh; and as a motorcyclist wearing a helmet during his stakeout with Mark to keep an eye on Samantha.
- Playing with Fire: Ace gains an ability called "Ring of Flame" which projects small rings of fire.
- The Power of Friendship: At first he views Mark as his sidekick, claiming Lightning Knights aren't friends but just superheroes. Though he comes to learn friendship is an important thing in life.Ace: A friend is someone who looks out for you. Someone who will be there for you when you're in trouble. Someone who cares.
- Pungeon Master: Often has quips for every battles.
- Running Gag: Ace often breaks objects in Mark's house, usually out of curiosity although some cases he thinks he has done wrong and breaks them. Mark's parents never learn how the objects break and blame "shoddy American construction." Such victims of Ace's curiosity include a blender, Mark's backdoor, the handle of a fridge, Mark's bedroom window, and a running machine owned by Mark's mother Fiona. Ace also destroys several garden gnomes, and a hand dryer in the school. Ace lampshades this in the finale of the first season when he successfuly evades breaking Mark's window again.
- Got Mark's name wrong in early episodes, and then mistakenly calls Chuck by "Chuckdude".
- Shock and Awe: Ace uses lightning in all of his battles and can even turn it into multiple forms - including spears, a lasso, an energy ball, and can create a wall of electricity which envelopes Ace and causes him to disappear.
- Super Strength: Able to lift up Anvil with two hands, raise a car with one, and crush Mr. Cheseborough's car by falling from the sky.
- Superheroes Wear Capes: Averted. Ace comments he would hang up his cape if he had one, and a place to hang it.
- Welcome to the Real World: Ace has a hard time getting used to Earth, breaking things, and finds human relationships bizarre.
- What the Hell, Hero?: Ace goes a bit crazy when he first gains his emotions - he shouts at Mark, attacks Random Virus after he came to help him, and even accidentally shoots Chuck with a lightning bolt although he survives. This snaps him back into sanity, though doesn't stop him from blowing his top in later episodes.
A young, fiery Lightning Knight summoned by Mark partway through the first season. Impulsive, arrogant, and itching for some action, Sparx's ego is only matched by her loyalty to Ace. A skilled gymnast, swordswoman, and flies on a hovercraft called the Lightning Flash.
- A Tragedy of Impulsiveness: Subverted. In season one, Sparx is "killed off" by Googler and sent back to the game after blindly attacking him. Ace and Mark summon her back later on.
- Arrogant Kung Fu Girl: Sparx is a skilled martial artist, but with it comes great arrogance that gets up into hot water a lot.
- Cat Fight: Usually commences one whenever she and Lady Illusion cross paths.
- Cool Plane: The Lightning Flash, a hovercraft that looks like a shark-shaped jetski.
- Cool Sword: The lightning-spewing Sword of Jacob.
- Damsel out of Distress: Even when she's captured, Sparx is still crafty. In the first season, Sparx convinces Dirty Rat to start a rebellion against Lord Fear as a distraction so Ace can rescue her. Occasionally falls into Damsel in Distress territory.
- Determinator: One thing Sparx can be counted for is that she will never give up even if her butt is being kicked.
- Establishing Character Moment: Sparx makes her debut by blasting Anvil with lightning and leaping into battle, taking on Lord Fear.Sparx: I've been itching for a little action. Let's kick some villain butt!
- Fiery Redhead: A textbook example. Hot-Blooded, One of the Boys, and a badass. Characterization Marches On thankfully and she becomes a more sensible and empathic person.
- The Ghost: In the real-world game that the one in the show is supposedly based on, bizarrely. The intro sequence mentions her existence and she waves goodbye to the player along with Ace and Random under the end credits, but is otherwise nowhere to be found.
- Heroes Prefer Swords: Sparx has the Sword of Jacob, and Ace uses the Lightning Lance.
- Hoist by His Own Petard: She is struck by her own sword's power, leading to her game death.
- Jerk Jock: Comes off as this in her early episodes, but she mellows out a bit.
- The Lancer: To Ace.
- The Rival: Has a very violent rivalry with Lady Illusion.
- Shock and Awe: Can fire pink lightning from her sword.
A 35-year old Lightning Knight and an old friend of Ace. He became a cyborg in an undisclosed accident, but his mind was scrambled, creating a Split Personality that causes him to change alignments. Because of this, he hides away in Conestoga Hills' junkyard, and is often sought by Ace and Lord Fear for recruitment.
- Affably Evil: Happens on and off. Random's evil side is a psycho, but he won't attack Mark when realises he is afraid of him, but is not a coward. Though in later episodes, he attacks Mark regardless of what he thinks.
- Artificial Limbs: Random lost much of his body in an offscreen accident, resulting in the loss of his legs and his right arm. He now has caterpillar tracks and a large claw instead.
- The Atoner: His good side.
- Ax-Crazy: His evil side is hellbent on crushing weakness.
- The Berserker: Becomes this if his evil side is really riled up, and it takes Ace Lightning and Lord Fear to beat him down.
- Big Damn Heroes: Random repeatedly pulls this off in the series, though on the last occasion, an emotionally unstable Ace blindly electrocutes him, causing Random to storm away in anger. Though he comes back to save the day two episodes later.
- Byronic Hero: Has some traits, volatile in his emotions, stays by himself for the safety of others, etc.
- Chained to a Rock: Lord Fear chains Random up when he tries to join the villains, unsure if he can be trusted let alone controlled.
- Corrupt Cop: Only when his evil side is in control.
- Crush. Kill. Destroy!: His evil side when at his most psychotic.
- Curb-Stomp Battle: When he enters the fight, the battle will end quickly. Kicked Lord Fear's ass in seconds on multiple locations. Also the only character to take out Kilobyte alone and win.
- Cyborg: An unspecificed incident let to his mismatched cybernetic appearance.
- Dark and Troubled Past: Physically and mentally injured, leaving him as a cyborg with a split personaltiy. Talk about internal conflicts.
- Down in the Dumps: Random hangs around in a junkyard and is quite depressed, so it suits him.
- The Dreaded: At first for Mark, terrifying him with his power and appearance. But Mark eventually overcomes his fears and goes to Random for help several times. Lord Fear comes to see him as this.
- Evil Cannot Comprehend Good: His evil side views all things good, heroic, and peaceful to be weaknesses, though he understands when people display courage.
- Even Evil Has Loved Ones: Ace still treats him as a friend even when he is trying to kill him.
- Fallen Hero: Ace often reminds him of this, causing Random to join in the fight as a hero.
- Frankenstein's Monster: Looks like someone thought it would be a good idea to turn him into a cyborg using scrapmetal from a junkyard.
- Heel–Face Revolving Door: Switched sides a lot, often due to his personalities or manipulation by the villains.
- Acts as something of a Power Limiter in the first season where he can easily flatten any other game character, and hence is courted by both sides but neither are able to hold onto him thanks to his unstable personality. Less noticeable in the last thirteen episodes where the other Lightning Knights get stronger attacks and the Evils get a new leader specifically created to dominate everyone else to come out of the game.
- He chooses the side of good in the finale when Kilobyte poses the question of which side to take.
- Hope Bringer: Surprisingly, Random becomes this multiple times for Ace, Sparx, and Mark when the chips are down.
- Implacable Man: The most powerful character til Kilobyte comes along. He is immune to most attacks, can take on both Ace and Lord Fear at once, and it can only take redirected blasts or more than one energy attack to bring him down.
- Jekyll & Hyde: Rather than a physical transformation, but a mental, emotional one.
- Kick the Dog: Doesn't do this often, but takes pleasure in insulting Ace when he turns into a coward.
- Knight in Sour Armor: His good side is depressed and worried he will harm others, while his evil side is a psycho.
- Lightning Gun: Random has a wrist cannon but only uses it in the game, and shoots fireballs from it. His evil side, which is seen more often, appears to prefer doing things hands-on.
- One-Man Army: Virtually unstoppable unless disabled by numerous attacks. Has been able to defeat Anvil, Dirty Rat, Lord Fear, and Ace all in quick succession, before the latter two teamed up to take him down.
- Pet the Dog: To Mark in their first encounter when he comes to rescue Chuck's stolen robot despite being terrified.Random: He is afraid, but he is not a coward.
- Punch-Clock Villain / Punch-Clock Hero: Depending on which side is in control, both can be either eager to join the heroes/villains, or remain neutral.
- Red Eyes! Take Warning: His right eye turns red when he's in Crush. Kill. Destroy! mode.
- Roaring Rampage of Revenge: When his evil mode is in control.
- Screw This, I'm Outta Here!: In the second season, Random willingly comes to Ace's assistance fighting Lord Fear, unaware Ace has just suffered from Lady Illusion's Emotion Bomb. The emotionally confused Ace zaps Random with a lightning bolt and claims he didn't ask for his help. The enraged Random leaves, vowing never to help Ace again. Though this vows disappears when he sees Ace falling apart and they become allies again.
- Shadow Archetype: His evil side is this to Ace, doing what he thinks is "right" by wiping out all good in existence.
- Split Personality: The unseen accident that cost Random dearly scrambled his programming, leaving him with a good side and an evil side that way switch without a moment's notice. His good side wishes to aid the other Lightning Knights but is cautious of doing something he will regret forever, while his evil side is a violent psychopath who wants to wipe out all things good.
- Technopath: Able to control machinery, though we don't see much of this power.
- True Companions: His good side values Ace and Sparx as this, coming to their aid in the first season's finale.
- Two-Faced: He doesn't mean to be.
- Villainous Breakdown: His evil side is slowly doing this during the second season.
- Weaksauce Weakness: Random can deflect most energy attacks but can be taken down a reflected energy attack, or if being blasted by more than one character. Also easily taken out by Kilobyte's energy-draining tentacles.
- Well-Intentioned Extremist: His evil side views himself as this, believing all good and nice things are weak, and must be destroyed. It could be viewed as twisted sense of his duty as a Lightning Knight.
- Wolverine Claws: Subverted. Now in the traditional style, but more of a large two-pronged claw resembling a car crusher.
The Carnival of DoomThe bad guys of the series, also known as the Evil Gang but often called the Carnival of Doom. The villains are a group of freakshow-esque characters who live in an Amusement Park of Doom. Lord Fear, the Big Bad of the series, leads the carnival with the plan to conquer the world using the Amulet of Zoar's powers. He is later usurped by Kilobyte in the second season. The villains can constantly return after being defeated (i.e. spawning), morphing into locations around the carnival to rest and recover until their next appearance.
Lord Fear & Staff Head
Ace's arch nemesis and the series' Big Bad. A 352-year old lich, Lord Fear was crippled by Ace long ago, which was enough of a reason for him to plot to take over the universe. A criminal mastermind and powerful sorcerer, Lord Fear does often fall into villainy buffoonery at times. Dating Lady Illusion at the beginning of the series. Being crippled he walks with a limp, aided by his minion Staff Head, who doubles as his weapon and sidekick. Receives the Doom Wagon in the second season courtesy of Kilobtye.
- All Part of the Show: Lord Fear tries to gain the final piece of the Amulet during the school's performance of The Phantom of the Opera, but sees the audience applauding him and he joyfully sits down and plays a pipe organ. Mark decides to include him as the Phantom since Chuck (who played the Phantom and wore a Lord Fear-styled) threw up and is offstage.
- Authority Equals Asskicking: He is called the Master of Fear for a reason..
- Bad Boss: He will abuse and insult his minions when they fail him, usually Dirty Rat or Duff, but can also pleased if they serve him well.
- Badass Biker: Lord Fear becomes even more awesome when he gets the Doom Wagon, a rocket-powered motorcycle-hovercraft with a chainsaw on the front.
- Badass Boast: "I too have learnt a valuable lesson - if this friendship gives Lightning and his lackey strength, it can also be used against them. I will have my vengeance for how he crippled me in battle, and then, I'll unleash all the terrors of the Sixth Dimension on this worthless world!"
- Berserk Button: Fear has a very short temper and just about anything can set him off, but normally it is being outwitted by Ace.
- Big Bad: For the first season until Kilobyte comes calling, forcing him to become The Dragon.
- Butt-Monkey: Becomes this in the second season thanks to Kilobtye taking over. He eventually teams up with Ace to get revenge.
- Card-Carrying Villain: Lord Fear enjoys the life of a supervillain, scaring children and defeating his enemies. It's good to be bad.
- Cool Bike: The Doom Wagon. Concept art showed the vehicle was going to be more bike then hovercraft with two skeletal carousel horses pulling it like a chariot with big monster truck back wheels and a pipe organ/coffin theme.
- Cool Old Guy: Three centuries old, can play the pipe organ, wants to take over the world.
- Dem Bones: He is a lich after all, though this doesn't stop him from doing things a normal skeleton could do.
- Demoted to Dragon: Kilobyte demotes him to this after taking over.
- Diabolical Mastermind: Set up as this in the game, being a criminal mastermind who stole the Amulet of Zoar.
- Disproportionate Retribution: God help you if you interrupt him when he is playing the organ.
- Being accidentally crippled by Ace led him to want to conquer the world and destroys humanity.
- Dragon with an Agenda: It is obvious he intends on defeating Kilobyte sooner or later, not that it bothers him much. He eventually teams up with Ace to defeat Kilobyte.
- Enemy Mine: Teams up with Ace twice in the series. The first is briefly to take out a psychotic Random, and again in the series finale to destroy Kilobyte.
- Evil Laugh: Very good at it.
- Extendable Arms: Lord Fear can extend his arms and neck like a boa constrictor. Utilises them usually to just yell at his minions from a far off distance or scare Wayne and his friends.
- Final Boss: Programmed to be in the video game. Defeating him leads to victory of the Lightning Knights.
- For the Evulz: Does a lot of wicked deeds solely for power and being bad.
- Freudian Excuse: His crippling and imprisonment by Ace is all the excuse he needs to take over the world.
- Handicapped Badass: While his limp makes it difficult for him to walk, Lord Fear makes up for it with his intelligent, skills, and weaponry.
- Haunted House: Lives in the ghost train at the carnival, but an actual haunted house in the games.
- Kick the Dog: Often gloats when Ace is down for the count and may attack him again for an extra cackle. Often mistreats Dirty Rat to when he crosses him, and takes great pleasure in watching Duff squirm.
- Large Ham: "Say goodbye Ace Lightning, you superhero scum!"
- Lean and Mean: A skinny sinister skeleton.
- Limp and Livid: Lord Fear limps thanks to Ace, using Staff Head as support.
- Love Triangle: Unknowingly gets into one when Lady Illusion, whom he loves, hooks up with Ace, whom he hates.
- The Nicknamer: Lord Fear often gives his allies and enemies nicknames. These include "Totem of Terror" for Staff Head, "Muscle-Bound Minion" for Anvil, and "Grinning Ghoul" for Googler.
- Ominous Pipe Organ: He is a master of the pipe organ and never actually had a lesson.
- The Only One Allowed to Defeat You: A primary reason for wanting to destroy Ace, and it doesn't help that he has Googler and Kilobyte to compete with.
- Our Liches Are Different: A standard version though it is not explained how or why he is a skeleton.
- Repulsive Ringmaster: As the leader of the Carnival of Doom, Fear qualifies.
- Revenge Before Reason: Lord Fear's primary motive is vengeance against Ace after he crippled him. This extends to Lady Illusion after she betrays him for Ace.
- Reviving Enemy: Spawns from a skeleton in the Haunted House.
- Running Gag: Lord Fear keeps frightening Wayne and his friends whenever they come to the carnival.Lord Fear: (after scaring Wayne) I always had a soft spot for that kid.
- Skeletons in the Coat Closet: Aside from being a skeleton himself, he wears skulls on his belt and coat.
- Take Over the World: Rather destroy the world then leave to conquer other dimensions.
- Teeth-Clenched Teamwork: With Kilobyte throughout the second season.
- The Undead: Of the lich, skeletal variety.
- Villainous Friendship: With Staff Head, and Dirty Rat, and Googler to an extent.
- We Will Meet Again: Promises this to Ace in the twenty-sixth episode upon his first defeat.
- Would Hurt a Child: Lord Fear has no problem trying to destroy Mark and Chuck, but playfully scares Wayne, and enjoys tricking children.
- Xanatos Gambit: Tries this in the finale, teaming up with Ace to destroy Kilobyte with the intention on then eliminating his nemesis. However, Lady Illusion foresaw this coming.
Tropes related to Staff Head.
- Bat Out of Hell: Has bat wings but can't fly.
- Blackmail: Staff Head learns of Lady Illusion's relationship with Ace, he blackmails her to aid Lord Fear or he will spill the beans to His Lordship.
- Catch-Phrase: "Oh, crikey!"
- Day in the Limelight: Spends one episode in the company of Duff, Dirty Rat and Pigface while out hunting Mark in the wilderness. He still remains the biggest asshole all the while.
- Deadpan Snarker: Has his moments.
- The Dragon: To Lord Fear.
- Frickin Laserbeams: Fires magic energy blasts from his crystal ball.
- Jerk Ass: He pretty much treats every other character aside from Lord Fear like dirt. He seems to particularly hate Lady Illusion and Duff.
- Kick the Dog: Really enjoys doing this to Duff, Lady Illusion, and Dirty Rat.
- Loyal Animal Companion: The only villain truly loyal to Lord Fear.
- Magic Staff: The tip is shaped like a bone.
- Snakes Are Sinister: Not actually a snake, but can turn his stick body into a slithering-like form to make it easier to move around.
- Undying Loyalty: Completely devoted to serving Lord Fear.
- Weaksauce Weakness: Being attached to a stick, he can't exactly walk by himself.
- Wings Do Nothing: Can't actually fly.
- You Don't Look Like You: Staff Head resembled a frog-like winged gargoyle, but in the second season, he receives a redesign, now more frog-like and losing all of his gargoyle-like fetaures save the wings.
A shapeshifting villainess, Lady Illusion is Lord Fear's partner in love and crime. Despite being Lord Fear's lackey in the first season, Lady Illusion is more than capable of taking care of herself. However, shortly after arriving on Earth, she strikes out on her own only to form a forbidden romance with Ace. Caught in the Heel–Face Revolving Door for most of the series.
- Animal Motifs: Spiders, since she has one for hair, and a web-design on her clothes.
- Ax-Crazy: Becomes super violent whenever around Sparx.
- Berserk Button: Sparx's very existence is this.
- Big Creepy-Crawlies: Giant spiders aid Lady Illusion in the video games.
- Cat Fight: She has numerous fights with Sparx. Their first one involves poor Ace gets knocked out twice while the two ladies beat the crap out of each other.
- Cloudcuckoolander: Not actually this, but when she disguised herself as Mr. Cheseborough, she portrayed him as this. She wasn't that far off from the truth.
- Dark Action Girl: You'd better believe it. This bomb-throwing, shapeshifting badass will beat you before even knowing its her.
- The Dark Chick: Can be manipulative and ruthless when necessary.
- Dating Catwoman: At the beginning of the series, she is in a relationship with Lord Fear (he calls her "Snookums"). But six episodes in, she has grown fed up of Earth and wants out, so she steals Lord Fear's Amulet piece to find Ace's and escape to another dimension. However, when she finally meets up with him, the two find a connection feeling like Fish out of Water, eventually falling in love. The two have an affair throughout the series.
- Emotion Bomb: Upgraded by Kilobyte to give Ace unstable human emotions, which she comes to regret.
- Evil Is Sexy: Quite the looker and has a plummeting neckline.
- Expy: Of Mystique. Ironically, Lady Illusion's actress would go on to voice Mystique in Wolverine and the X-Men. Also has traits of Catwoman.
- Green-Skinned Space Babe: Make that a green skinned interdimensional babe.
- Hall of Mirrors: Lady Illusion appears as a boss in a hall of mirrors in the Gameboy Advance game.
- Haunted House: Lady Illusion owns a freaky funhouse in the PC and PS2 games.
- Heroic Sacrifice: Lady Illusion disguises herself as Ace and is mortally wounded by Lord Fear.
- High-Heel–Face Turn: Her feelings towards Ace eventually lead her to do this at the end of the first season. However, a misunderstanding in the second season sends her back to Lord Fear's side and takes a lengthy spin in the Heel–Face Revolving Door.
- In a Single Bound: Lady Illusion can leap from the ground to the top of the carnival's ferris wheel in one leap.
- Mad Bomber: Subverted. Lady Illusion often uses bombs to attack enemies but not all that insane.
- Master of Illusion: Pretty good at deceiving others using her shapeshifting powers.
- The Mistress: Implied to have a romantic relationship with Lord Fear. Even though he is a skeleton. Lord Fear claims they are "programmed to be together".
- The Rival: To Sparx for some reason.
- Screw This, I'm Outta Here!: Her original reason for ditching Lord Fear, but she returns to his side at the end of the episode. Albeit, with mixed feelings towards Ace.
- Shapeshifting: Able to transform into humans and animals. Uses this to great effect, destroying Mark's relationship with Samantha, and then tricking him into giving her the Lightning Knights' Amulet pieces to kick off the endgame. Though not by choice.
- The Stoic: Remains quiet and almost emotionless for the first few episodes.
- Undying Loyalty: To Lord Fear, at first. By the end, she is this to Ace.
- Villain Teleportation: Performs this by spinning and vanishing in a flash of light.
- Violently Protective Girlfriend: Lady Illusion is quite the rough-and-tough lover to Ace, willing to blow Mark, Chuck, and Sparx to smithereens to have Ace to herself. As soon as Sparx arrives in the show, Lady Illusion vows to destroy her. Staff Head asks if it is out of jealousy, but she instead claims it is for revenge, implying the two women know each other. Can go into Yandere-like traits at times.
- Wall Crawl: Able to stick to walls and scale them.
- Would Hurt a Child: More than willing to blow Mark and Chuck to kingdom come.
- You Gotta Have Blue Hair: Lady Illusion doesn't have a unique hair colour - she has a spider for hair.
The Big Bad of the second series. The Cyber Stalker, created by the Master Programmer to fulfil Lord Fear's role and prove his creator's own genius, Kilobyte wishes to destroy Ace as slowly and painfully as possible. Armed with Combat Tentacles that can absorb energy and upgrade other characters. Flies around on a giant mutant wasp named Fred.
- Author Avatar: An in-universe example, Kilobyte is the avatar for Rick Hummel, the Master Programmer and villain of the series.
- Ax-Crazy: Always on the brink of turning into a psychotic maniac, but is calm and sociopathic enough to keep it together. Becomes completely bat shit insane after he is freed from Rick's control while still maintaining his focused attitude.
- Bad Boss: Subverted. Kilobyte is like Lord Fear, abusing and punishing his minions when they fail, but tries to find value in all of them - even Rotgut. Though he does torture Dirty Rat even more than Fear, punching him every episode and forcing him to dig up Mark's garden to find a buried Amulet piece.
- Bald of Evil: Bald and covered in tattoos.
- Big Bad: For the second season, usurping Lord Fear and proving a vastly more competent, vicious and focused main villain.
- Big Creepy-Crawlies: Fred, a giant mutated wasp Kilobyte uses to get around. Doubles as a his Companion Cube.
- Bond Villain Stupidity: While there's no doubt he's ten times the threat Lord Fear was, Kilobyte is ultimately undone by his desire to break Ace's spirit before finishing him off, when as a brokenly powerful villain he could've finished the job at almost any time he pleased. By dragging things out he gave Ace the chance to learn about and overcome his new human weaknesses, and left him around long enough for Lord Fear to decide to propose a truce to get rid of Kilobyte.
- The Chessmaster: Kilobyte manipulates the other characters, stealing the Amulet pieces from under Mark's nose and knows more about the game then anyone else. He breaks free from Rick's control and furthers his own agenda, eliminating or capturing the heroes, and plots to send humanity to the Sixth Dimension so the villains can rule the world without interference.
- Combat Tentacles: Has four slimy green octopus tentacles that can be used to ensnare enemies or pin them down.
- The Computer Is a Cheating Bastard: After Lord Fear and his minions were defeated, Kilobyte was created by the Master Programmer to give them a completely unfair boost in power. He was meant to be unbeatable by any other game character, and can easily defeat them by just touching them with a tentacle and sucking out their energy. More to the point he can upgrade the other villains with new or better powers, but usually only does so if they please him.
- Cowardly Sidekick: Dirty Rat.
- Drunk on the Dark Side: Nuts about power.
- Evil Overlord: Overthrows Lord Fear to become this. Then intends on ruling the world as this.
- Face Framed in Shadow: Kilobyte's appearance is hidden in shadows throughout his debut episode as he observes Ace and Lord Fear.
- Faux Affably Evil: Acts calm, focused, and at times complimentary towards his minions, but is ruthless, heartless, and only cares about crushing Ace and gaining power.
- Fluffy the Terrible: Fred. Lampshaded through dialogue:Kilobyte: I named him...Fred.Duff: You're gonna call that thing Fred?Kilobyte:' What's wrong with Fred? I like it!
- Frankenstein's Monster: Minus the sympathetic elements. But, it is his giant wasp Fred who more fits the role. Fred started off as an normal wasp that stung Kilobyte, absorbing his power and mutates into a giant, Kilobyte considering him a kindred spirit.
- Greater-Scope Villain: Twice as powerful as Lord Fear, Kilobyte was personally created by the Master Programmer to fulfil his ambitions and thus has knowledge of the game and information received through his creator's intel.
- Half-Human Hybrid: Half man, half octopus.
- Hunter Archetype: Possesses the mind of a hunter, viewing Ace as his prey. His goal is to see Ace self-destruct slowly and painfully through human emotions and then finish him off himself. He is always looking for a character's weakness, though he also encourages their strengths as well.
- Join or Die: Offers Random Virus this to escape oblivion, but Random would rather go out as a hero. Kilobyte is visibly disappointed and surprised by his choice.
- Kick the Dog: Does this to Lord Fear at every chance, disappointed by his Villain Decay. Also backhands Dirty Rat at every chance.
- Knight of Cerebus: The second season has a more serious tone than the first, and Kilobyte has very little moments of humour.
- Multi-Armed and Dangerous: If octopus tentacles count.
- Pet the Dog: Kilobyte shows genuine affection to Fred whenever they have a scene together.
- Always displays a surprisingly gentle, respectful demeanour around Lady Illusion. She is the only character he upgrades personally (though it is part of his plan to destroy Ace), rescues her during a battle with Sparx, and gives her a chance to explain her actions during her Heel–Face Revolving Door antics to gain another Amulet piece. He thanks her with a grose caressing of her facial cheek with his tentacle. However, he does warn her if she ever betrays him, she will suffer.
- Gives Lord Fear the Doom Wagon as a reward for proving himself worthy as an ally.
- Even manages to find talent for Rotgut by scaring the humans to lure out Ace.
- Power at a Price: Kilobyte upgrades Lady Illusion to give Ace unstable emotions, briefly causing her to turn into a bitter and cruel individual. This doesn't last long.
- Reviving Enemy: Spawns from the ferris wheel.
- Running Gag: Kilobyte punches Dirty Rat in each episode when the rodent bothers him.
- The Stoic: Acts very calm, focused, and quiet. Even if there is a minor loss, Kilobyte remains calm. The more serious defeats is when he displays Tranquil Fury.
- Tattooed Crook: He sports several tattoos on his head including two of fish skeletons on the back.
- Teach Him Anger: Kilobyte upgrades Lady Illusion with a new power that will infect Ace with human emotions, leaving him an emotional, out of control wreck. This plan ultimately fails when Ace learns to control and embrace his new feelings.
- To Create a Playground for Evil: Kilobyte's ultimate goal at the end of the series upon being freed from Rick's control.
- Trapped in Another World: Trapped in the game by Ace, Mark, and Lord Fear's Power Trio, though he plans to get out.
- Villain Decay: Believes Lord Fear has suffered from this, becoming "soft like the mortals [he] was sent to enslave".
- Villain World: Kilobyte plots to trap humanity in the video game world and bring about all of the Sixth Dimension's villains to replace them.
- Villainous Breakdown: He is completely gobsmacked when Lord Fear reveals he has sided with Ace to defeat him.
- Weaksauce Weakness: Despite being almost invulnerable, having immense strength and the ability to either upgrade characters or suck out their energy, Kilobyte is fended off by flashlights a few times. It is never explained why. Game logic, I guess.
- Why Don't You Just Shoot Him?: Kilobyte could easily overwhelm and destroy Ace in a fight, but wants to drag it out by breaking his spirit first. This might seem like Bond Villain Stupidity, but we find out Rick brought the game characters to life to demonstrate his brilliance, and some theatrical tendencies would actually help attract attention and give him the attention he wants (even if getting that attention would get him locked up for the rest of his life).
A winged rat dressed as a clown, Dirty Rat acts as Lord Fear's spy but is no means a loyal one, being self-centered, sneaky, cowardly, and always looking for ways to gain power. Has a friendship with Duff Kent.
- Affably Evil: Dirty Rat can be a decent guy when he's not being a coward or a jerk. He has a chummy frienship with Duff, enjoys teleshopping and Earth's culture, and would like to make money. Also finds Sparx good company.
- Butt-Monkey: Usually the target for Lord Fear's anger if Duff isn't within firing range. Often humiliated on an episodic basis by Lord Fear, Kilobyte, or one of the heroes. He eventually snaps at the end of the first season when he gains a piece of the Amulet, briefly leading an uprising against Lord Fear until his boss produces Ace's piece of the Amulet leading to Rat's return to his side.
- Dirty Coward: Always the first to duck and cover when the Lightning Knights show up. If they are down for the count, he'll join the others for gloating and the victory party.
- The Dragon: To Kilobyte, though he shares this role to Lord Fear with Staff Head.
- Jerk Ass With A Heart Of Gold: A self-serving, snivelling, dirty coward but he can be a decent guy, complimenting Sparx for her confidence and encouragement.
- Mistreatment-Induced Betrayal: He rallies the minions against Lord Fear for his Bad Boss treatment towards them.
- Mysterious Watcher: Can be found spying on the Lightning Knights or mortals form a distance.
- The Nose Knows: He has enhanced senses of smell and hearing, allowing to identify mortals from superheroes.
- Reviving Enemy: Spawns from a gargoyle that sits outside the Haunted House. This gives him an advantage to spy on the carnival's visitors.
- Rodents of Unusual Size: A very large flying rat about the size of a small dog.
- Screw This, I'm Outta Here!: Flees the carnival with Lord Fear in the show's finale.
- Small, Annoying Creature: Annoys Kilobyte to no end that he punches him every episode.
- The Spymaster: Serves as Lord Fear's go-to-spy-guy.
- The Starscream: Turns briefly against Lord Fear when he gains a piece of the Amulet, grows tired of his abuse, and is inspired to take a stand by Sparx.
- Talking Animal: A talking winged rat in a clown costume.
- Villainous Friendship: With Duff and Pigface, but also gets on well on and off with Rotgut and Lord Fear.
- You Dirty Rat!: The textbook example, very sneaky, sinister, mean, and cowardly.
A rhinoceros who serves as the Dumb Muscle of the group. Dresses in medieval wear and has an anvil for a hand. Not too smart, speaks in third person, and wants to smash Ace. Afraid of the dark.
- Anvil on Head: Anvil has an actual anvil on his arm and has used it to bash a few people around, and has actually dropped it on Random Virus' head once.
- The Brute: Big, dumb, short-tempered rhinoceros mook who is Lord Fear's muscle.
- Drop the Hammer: Or rather, drop the anvil.
- Dumb Muscle: Dumb as a brick, talks in Hulk Speak, too stupid to know anything but trying to smash Ace.
- Foe-Tossing Charge: Tries to pull this on Ace but runs headfirst into a dumpster, which Ace then chucks him in.
- Medieval Moron: He's from the Dark Ages and not too bright.
- Reviving Enemy: Spawns from the carnival's strength-testing game.
- Rhino Rampage: He is a rhino, is easily angered, and participates in a lot of fights. It is only once that he actually charges, and runs straight into a dumpster. Ouch.
- Smash Mook: A little smarter than the usual standard. A little.
- Super Strength: Capable of trashing trash cans, smashing gates, and going toe-to-toe with Ace. Has more of a challenge with Random Virus.
- Warmup Boss: The physically most tough of the badguys until Kilobyte comes along.
- In the video game, Anvil counts as the Final Boss with Lord Fear, Lady Illusion and Pigface.
- Why Did It Have To Be Darkness: Freaks out if alone in the dark.
- The Worf Effect: Comes back in the second season claiming to be stronger, only to suffer the Worf Effect when Kilobyte arrives, pinning Anvil down and draining his power.
A 12-year old pig minion who came with Lord Fear to the real world. With a childlike mind and disgusting table manners, Pigface acts as secondary Dumb Muscle, but isn't too bright.
- Acrofatic: Surprisingly agile for his weight and size.
- Affably Evil: Essentially a kid who just wants to eat candy.
- Bash Brothers: Implied with Anvil.
- Berserk Button: Don't insult his weight or interrupt him when he is eating.
- Big Eater: Pigface raids the carnival's trashcans when hungry. Could count as an Evil Counterpart to Chuck.
- The Brute: Shared with Anvil. The two are best buddies.
- Butt-Monkey: After Dirty Rat and maybe Rotgut, he is usually the most poorly treated, and easily defeated, of the badguys. Even in "Game Over" when the weakened Lightning Knights are getting owned by the villains, Ace still has no trouble fending him off.
- Covered in Gunge: Gains a new ability to spray power-draining snot from his nose. Hilariously disgusting. Kilobyte and Heather both get a faceful during the course of the series.
- Dumb Muscle: More childlike then straight out dumb like Anvil, but still not very bright. Driven by his stomach than his brain.
- Extreme Omnivore: Can devour anything including inorganic items like metal golf clubs and glass beakers.
- Hulk Speak: As per his status as the Dumb Muscle, though it is also because he is childlike.
- I'm a Humanitarian: Implied to eat people.
- Jabba Table Manners: Pigface will fart, belch and pick his nose in public, although he seems sensitive to Lady Illusion's remarks about his habits. Lord Fear finds them useful - but not when Pigface farts right in his face.
- Lightning Bruiser: Surprisingly, despite his weight.
- Paper-Thin Disguise: Duff and Pigface are sent to "repair" Ace's recharging station after Anvil breaks it, with Pigface wearing a baggy coat to disguise himself. Ace isn't fooled.
- Pig Man: An anthropomorphic boar with zero table manners.
- Reviving Enemy: Spawns from a garbage can (which suspiciously resembles him).
- They Killed Kenny: Pigface is always the first villain to be defeated in battle.
- Took a Level in Badass: In the second season he gets a new snot blast attack that actually makes him somewhat dangerous to the Lightning Knights.
- Villainous Friendship: With Dirty Rat, Duff, and Anvil.
- Villainous Glutton: Minus the evil genius traits.
A psychotic jester with a grudge against Ace who imprisoned him in another dimension. Summoned by Lord Fear as a new minion. Googler is accompanied by two sock puppets named Zip and Snip who can bite through anything.
- Ax-Crazy: Completely maniacal and insane, and loving every minute of it.
- Bouncing Battler: Googler's signature attack style is to roll into a curled spiky ball by leaping into his shell and bouncing about at lightning speed. This is great for surprise attacks or fast-paced strikes.
- Bullying a Dragon: Beats up Dirty Rat seconds after making his entrance, though they become friends shortly after.
- Card-Carrying Villain: Takes great fun into being a badguy, seeing everything as a game, and takes pleasure in beating down the Lightning Knights.
- Circus of Fear: Runs one in the game world.
- Clothes Make the Superman: His puppets are his trademark and the source of most of his terror.
- Evil Cannot Comprehend Good: Doesn't know what a friend is.
- Expy: Of The Joker.
- For the Evulz: Most of the villains are driven by revenge, power, loyalty, or stupidity, but Googler is in it for fun and mayhem.
- Hero Killer: His puppets mortally wound Sparx with her own sword, leading to a Disney Death.
- Hulk Speak: Subverted. Googler speaks in third person at times but is able to form full sentences, being very chatty and always has a pun on hand.
- Hurricane of Puns: Comes with a zinger for every attack and battle.
- Laughing Mad: Giggling and laughing all the way.
- Monster Clown: A colourful but almost reptilian-like jester with zero empathy or sanity.
- More Teeth than the Osmond Family: Subverted. Zip and Snip have felt teeth that can chew through any surface.
- Perverse Puppet: Googler's two hand pupppets Zip and Snip who can fly, and chew through any surface despite having jaws made of felt, zap Ace of his powers, or turn someone into a zombie.
- Psycho for Hire: Summoned and recruited by Lord Fear to join his gang.
- Reviving Enemy: Spawns from the carnival's puppet show booth. Zip and Snip can come and go as they please, even when Googler is sleeping.
- The Rival: For Ace at first, but becomes this to Sparx too.
- Rolling Attack: Part of his unique attack style, rolling into a fast-moving bouncing ball. Imagine being attacked by a killer spiky dodgeball.
- Sealed Evil in a Can: Ace tossed him into another dimension called White Hot Oblivion before Lord Fear freed him.
- Spikes of Villainy: Has a number of small spikes on his shell.
- Vampiric Draining: Googler gains an upgrade in the second season that when he strikes an enemy, they "bleed" binary code until they eventually fade away. Sparx and Ace get the short end of the stick but is healed by Chuck's invincibility code.
- Verbal Tic: Often makes up words in his vocabulary related to his name (e.g. "Googlerization").
- Villainous Friendship: With Lord Fear and Dirty Rat.
- Weaksauce Weakness: Loud high-pitched noises seem to bug him a lot.
- Would Hurt a Child: His first episode involves him attacking Mark with his sock puppets, knocking him out cold, by having Zip bite his arm.
An undead cowboy introduced in the second season. Rotgut is Laughably Evil and useless. He is more concerned with keeping his limbs in check than doing evil, and hates it when he is referred to as a zombie and prefers to be called the "Walking Dead". He develops a liking towards Chuck and plots to zombify him, at one point possessing Chuck's body.
- Affably Evil: A very friendly, nice, cheerful and emotional villain. He sings country tunes, implied to like fried food, seeks friendships, and is always polite and chummy.
- Berserk Button: Don't call Rotgut a zombie. He prefers to be called the walking dead.
- Beware the Silly Ones: A big clumsy goofball, Rotgut is able to possess human bodies.
- Butt-Monkey: Often falls apart, beaten up by his own limbs, run over by Duff's ice cream truck, and having pratfalls on a daily basis.
- Cow Boy: An undead one.
- Go Out with a Smile: Rotgut almost gets this after Ace unintentionally calls him by his preferred title.
- Hidden Depths: Rotgut loves cooked ribs.
- Laughably Evil: Rotgut is pretty hilarious, his limbs fall off and they appear to have it in for their owner and he is often hurting himself.
- Leitmotif: Rotgut is often accompanied by a short harmonica wild western tune.
- Minion with an F in Evil: Even more useless than Duff, Rotgut is summoned by Lord Fear but he is not very thrilled with his newest minion. Rotgut occasionally offers some usefulness, but most of the time he is a liability, though Staff Head seems to find his antics amusing.
- Not-So-Harmless Villain: Rotgut can possess a person's body. Chuck is the unlucky victim.
- Punch-Clock Villain: Not even in it for the evils. Usually only performs evil acts upon orders and even then he screws them up.
- The Red Baron: "The Walking Dead", as he prefers to be called.
- Reviving Enemy: Rotgut spawns from the carnival's wild west-themed miniature golf course.
- The Undead: A relatively harmless, useless zombie.
- Villainous Friendship: With Dirty Rat and Duff, though he also wants to befriend Chuck and turn him into a zombie.
FredKilobyte's giant mutant pet wasp, Fred is used by transport. Originally a normal wasp, Fred stung Kilobyte and took on his powers, becoming a giant wasp. He does not speak aside from screeches.
- Big Creepy-Crawlies: Fred is a giant wasp.
- Bug Buzz: Makes a loud buzzing noise with his wings.
- Cute Mute: Despite being a giant mutant wasp owned by a nutcase, Fred is pretty cute.
- Fluffy the Terrible: Fred's odd name is questioned by Duff, and later Chuck who comments that he would've called him "Braincrush", only for Mark to scoff at the suggestion.
Mark's Black Best Friend, Pete appears mostly on webcam-recorded messages since he is in the UK. Pete acts as Mark's Mission Control, often giving him advice on how to deal with his superhero and normal lives.
- The Ace: Better than Mark at just about everything save being a hero.
- Black Best Friend: Mark's best friend in England.
- Current Events Blog: Pete usually appears in the beginning of an episode spekaing to Mark through a webcam, though he appears in the flesh a couple of times.
- Mission Control: While he doesn't directly play a role in Mark's life as a superhero, he offers him guidance on how to balance the two sides of his life.
- Special Guest: He appears most of the time on a webcam, but appears physically twice, visiting Mark in Episode 17.
Wayne often bullies Chuck and wears a baseball cap at all times. He is terrified by Lord Fear, calling him the "Bone Man". His cousin Jessica ends up dating Chuck.
- A Day in the Limelight: Twice, once in both seasons.
- Badass Boast: Wayne's father, a friendly but boastful hunter, has a tendency to exaggerate about his experiences in the forest. Turns out he is a bit of a wuss.
- The Bully: While it seems Wayne enjoys having a reputation as a bad boy, he dislikes being always blamed for trouble in school.
- Chase Scene: Wayne chases Chuck around a couple of times, and then gets involved in a chase scene involving Mark and Lord Fear.
- Cowardly Lion: He is terrified of Lord Fear, and yet goes looking for him at the start of the second season after he vanishes. Getting onto the haunted house ride at the carnival, Wayne looks for Lord Fear and Staff Head only for them to pop up behind him and scare him off again. Lord Fear admits he enjoys scaring him.
- Jerk Jock: He is goalkeeper on the middle school football (soccer) team.
- Nice Hat: Wayne always wears a baseball cap.
- The Nicknamer: Calls Chuck by the unpleasant nickname of "Upchuck", and calls Lord Fear "The Bone Man".
- The Scapegoat: Reveals he often gets the blame for a lot of trouble at school. While it is at first played to make him sympathetic, it turns out he enjoys being a jerk, freaking out when Kat wrote a humanising article about him in the school paper.
- Solar-Powered Magnifying Glass: Uses this in traditional fashion to try and fry bugs. He grows impatient so just stomps on them instead.
Samantha's best friend, Heather is a preppy girl who finds Mark attractive and becomes his second girlfriend after Samantha splits up with him. A cheerleader, fashion expert, a gossip girl, and a fan of martial arts films, Heather is a very bossy and strong-willed girl and is less forgiving than Samantha when Mark skips their dates to aid Ace. Becomes a right cow in the second season.
- The Ace: Strives to be this and is shown to be very good at martial arts and basketball. Finds an unwanted rival in the form of Kat.
- Alpha Bitch: She becomes a real jerk in the second season, hating Mark and Kat, somewhat hating Samantha and treating Brett like a slave. Thankfully she gets a well deserve comeuppance in the last episode where Pigface sprays her with snot.
- Break the Haughty: In the finale where she is slimed by Pigface.
- The Cheerleader: For one episode.
- Fiery Redhead: Passionate, opinionated, and very haughty. Benched in a basketball match after angrily tossing the ball at the referee.
- Gossipy Hen: Enjoys a fair bit of gossip. Uses this to her advantage when she become the alpha bitch to make Mark's life miserable.
- I Know Karate: Heather takes judo lessons and invites Mark along to one session. She breaks his arm in the process.
- Jerk Ass: Becomes a right jerk after Mark breaks up with her, holding a grudge against him.
- Official Couple: With Mark for the second half of the first season, then with Brett in the second season.
Samantha's first boyfriend, Brett is a skateboarder and soccer player. He maintains strong friendships with Mark and Samantha and has an on-and-off relationship with Samantha. He ends up dating Heather, but he becomes her Butt-Monkey of a boyfriend.
- A Day in the Limelight: Gets a leading role in episode twenty-two when he, Mark, Chuck and Simon go camping.
- Butt-Monkey: He is Heather's butt monkey until the last episode of the show where he says enough is enough and stands up to her.
- Jerk Jock: Thankfully avoided. After splitting up with Samantha, Brett is seen sitting with Wayne. However, he still spends time with Mark and Samantha and supports their relationship.
- Nice Guy: He becomes Mark's romantic councilor in the second season.
- Understanding Boyfriend: To Samantha about her relationship with Mark, even when he himself is not her boyfriend.
Mark's science teacher, Mr. Cheseborough has little faith in his students and often insults and begrudges them, often taking pleasure in failing them. He encounters the villains early on when they kidnap him in one of their plans, causing him to believe they are aliens. He becomes slowly paranoid and crazy over the series.
- Agent Scully: Becomes convinced he was abducted.
- Alien Abduction: From Mr. Cheseborough's point of view.
- Cloudcuckoolander: His repeated encounters with the "aliens" leave Mr. Cheseborough quite crazy, and in the final episode he pretty much flips out and is declared a public nuisance by the authorities.
- The Cuckoolander Was Right: Subverted. Mr. Cheseborough's claims of alien abduction is technically true - he was abducted by inhuman creatures from another world.
- Horrible Judge of Character: Lord Fear and Duff trick Mr. Cheseborough into believing the villains are good aliens and Ace is evil, and to help Lord Fear kill him.
- Innocent Bystander: Starts off as a grumpy old teacher but is abducted, imprisoned, and left a shifty, paranoid wreck.
- Jerk Ass: Has zero regard for his students academically or socially, believing they are all destined to fail, and even marks their quizzes incorrectly even if they got answers right.
- Mad Scientist: Labelled one when captured by the villains.
- Madness Mantra: "The aliens!"
- Not My Lucky Day: Mr. Cheseborough has numerous bad days. One in particular results in Ace crashlanding on his beloved car, and his briefcase is run over by the villains' ice cream truck.
- Room Full of Crazy: Mr. Cheseborough has an alien abduction support meeting in the high school with people just as crazy as he is, but Ace crashes through the window and the group flee out of the school screaming hysterically.
- Sadist Teacher: Mr. Cheseborough is incredibly nasty towards his students. In Episode 3, he marks student quizzes and deliberately marks a correct answer incorrectly. He becomes temporary head teacher at one point and turns the school into something out 1984.
The owner of the Kent Bros. Carnival, turned into the Carnival of Doom by the villains, Duff is a middle-aged man who ends up becoming Lord Fear's slave. Very much the Innocent Bystander, Duff dislikes working for the villains but goes along with it for most of the time. He befriends Dirty Rat, Rotgut, Pigface and Googler (sort of), and at times gets on well with Lord Fear. He also drives an ice cream truck as a secondary job, but the villains use it to get around.
- A Day in the Limelight: In Episode 20, where he spends the whole episode on a psychiatrist's couch explaining what is going on.
- Amusement Park of Doom: He doesn't want his family carnival to be one, though the creaking attractions and presence of supervillains makes his wishes a little tricky to grant.
- Badass Bystander: In the season one finale, Duff finally turns against Lord Fear and tries to run him over, though he is back to serving them in the second season.
- Bad Humor Truck: Subverted. Duff drives the Dairy Wagon, a harmless ice cream truck. It is the villains that travel in it that make it scary. In one episode, Duff and Lord Fear drive it around stalking Mark and then kidnap him.
- Butt-Monkey: Poor Duff just wanted to run his family carnival, but the arrival of Lord Fear and his gang turns him into a reluctant servant and chaffeur.
- Cartoon Creature: Refers to the video game characters as cartoons.
- Crappy Carnival: The Kent Bros. Carnival has been in business since the 1880s, but is rundown, has creaky attractions, and the carnies themselves come off as a bit dodgy. It has little thrill rides beyond a haunted house, ferris wheel, a tunnel of love, and a spinny thing. Duff tries to maintain a family friendly reputation, but it is difficult when you have supervillains running around.
- Dirty Coward: In one episode he seeks out Ace's help to try to get rid of Lord Fear, but when they're caught in the act Duff immediately changes his story and says he was luring Ace into a trap for Fear. He knows a hero isn't going to seek him out for revenge over that, but Lord Fear would.
- Freudian Couch: Duff spends the entirety of the twentieth episode on one.
- Innocent Bystander: Shared with Mr. Cheseborough, not wanting to be involved in the war between the Lightning Knights and villains.
- Nice Hat: He wears a cap for the first season, and a funky wicker hat in the second.
- O.O.C. Is Serious Business: An unusual subversion. In the official character guidebook, Duff is described as plotting to steal the Amulet to overthrow Lord Fear. This was actually Dirty Rat's plan, and Duff never even suggests such an idea.
- Some of My Best Friends Are X: Subverted. Duff's best friend is a flying talking rat.
- Villainous Friendship: With Dirty Rat and to an extent with Pigface, Rotgut, and even Lord Fear.
The Master Programmer
Rick Hummel, The Master Programmer
Appearing as an ordinary computer store owner, Rick Hummel is a grouchy shopkeeper who bosses Chuck around and spends much of his time in his backroom, his "Fortress of Solitude". Really the Master Programmer, creator of Kilobyte, and programmer of the Ace Lightning game.
- Big "NO!": Multiple times when things don't go his way.
- Doomy Dooms of Doom: Rick starts saying everyone is doomed after Kilobyte is let loose.
- Evil Genius: Considers himself one based on his genius and evil schemes to use Kilobyte to let the world know of his brilliance.
- Game Master: The video game variety. The creator of the game itself, and the program that allows the characters to come to life. He plots behind-the-scenes, controlling Lord Fear and then Kilobyte. However, things have not been going according to plan, such as Lady Illusion's romance with Ace and Lord Fear's repeated defeats. Rick then creates Kilobyte to further his agenda, but it backfires on him spectacularly when he gets too big for his boots.
- Greater-Scope Villain: Revealed to be The Chessmaster of the whole story, intending on using Kilobyte to win the game and take over the world. He quietly operates from his backroom in his store where he hides a giant mainframe containing the Sixth Dimension.
- Heel–Face Turn: Teams up with Mark and Chuck as soon as Kilobyte turns traitor.
- Mad Scientist: More like Mad Programmer.
- The Man Behind the Man: He is technically responsible for Kilobyte and Lord Fear's creation.
- Master Computer: Rick has a mainframe hidden in the backroom of his store.
- More Than Meets the Eye: Looks like a rather grouchy computer repairman, but is really a criminal genius who has the power of a god and designed the software that could bring the game characters to life.
- Mysterious Employer: Subverted. He is shown but Chuck finds him mysterious.
- Nice Hat: Rick sports a red cap.
- The Reveal: Rick's true identity was somewhat obviou from the get-go but the trope is still pulled anyway.
- Small Name, Big Ego: He helped design the video game, but also a made a program that could bring them to life in the real world for a more interactive experience. No one believed him and he was fired. Fuelled by revenge and a bruised ego, Rick plots to use Kilobyte to conquer the world as payment for his dismissal.
- Shout-Out: Rick's backroom is called The Fortress of Solitude.
- Techno Wizard: A skilled hacker and programmer, owns a huge mainframe, and created a program which can create life.
- What You Are in the Dark: Rick hides his true self behind closed doors.
Fiona and Simon Hollander
Fiona and Simon Hollander
Mark's British parents. Both are oblivious to their son's double life as a superhero, and blame Ace's breakages on shoddy American craftsmanship. Simon is 45 years old, an accountant and tries to adapt to American life, speaking American catchphrases and tries out various gadgets with hilarious outcomes. Fiona is more down-to-earth and likes to remind her family they are still British, and often cooks British food and loves garden gnomes. She is a real estate agent.
- Adults Are Useless: They are oblivious to their son's life as a superhero, and never directly encounter the video game characters. The closest they came to that was meeting Ace who was dressed as a motorcyclist at the time.
- Mark actually tells them the truth in the fifth episode but they just assume he is acting his age and being imaginative.
- Berserk Button: Do NOT mess with Fiona's gnomes or her garden. Simon's berserk button is when someone insults his son.
- Bob from Accounting: Simon mentions numerous fellow accountants but only himself and Bud Ratburn are shown onscreen.
- D.I.Y. Disaster: Simon often tries out new gadgets, some of which are broken by Ace beforehand. Simon also tries out a rideable lawnmower which he demolishes Fiona's garden with.
- I Am Very British: Fiona tries to never forget her British origins. She keeps garden gnomes in the "proper English garden", and cooks British food for Mark's Halloween party.
- Invisible to Adults: Ace, Lord Fear and co. are never seen by Simon and Fiona - whilst pretty much every other adult character in the show encounters one or more of the video game characters.
- Lethal Chef: Simon displays his inability to cook, turning sausages into charcoal. Ahsley wisely avoids eating them.
- Our Gnomes Are Weirder: Fiona loves garden gnomes. Ace not so much. The video game has deadly garden gnomes as enemies, which Ace gains his hatred from and he deliberately destroys multiple garden gnomes.
Mark's little cousin, Ashley is the third human to learn of Ace and co. She promises to keep it a secret and becomes a recurring character. She has a pet hamster named Chica, which Ace finds adorable, and in her first episodes has a thing for cuddly toys. Ashley and Chuck get on like a house on fire, and enjoy horror films.
- Bratty Half-Pint: Acts like this in her debut episode, but she is only around the age of six or seven, so it makes sense.
- Girlish Pigtails: Sports them in her final appearance.
- Little Miss Badass: Ashley is pretty awesome in her own right. She lays a trap for the Tooth Fairy, which is accidentally set off by Chuck and used to scare off the villains. Later takes matters into her own hands to find and rescue Chuck when he is sucked into the video game, freeing him and Sparx.
- Screams Like a Little Girl: Well, she is one.
- Secret Keeper: The first of Mark's loved ones to learn of Ace and keeps the secret.
- Tagalong Kid: Tries to be this, but is stopped because Mark thinks it is too dangerous.
Chuck's girlfriend and Wayne's cousin. A nerdy girl who is just a fan of Ace Lightning as much as Chuck is, the two start dating. Jessica wants best out of their relationship, which makes it tricky after Chuck finds out about Ace.
- Beautiful All Along: In the first season finale, Jessica arrives late for the school prom and removes her hairband and glasses to reveal her true beauty.
- Blackmail: Jessica pulls this off on Wayne to let her spend time with Chuck, revealing his mum called him "Boogerbox" when he ate the contents of his nose.
- Fiery Redhead: Quickly impresses Chuck with her passion for gaming and her knack for putting Wayne in his place.
- Lovable Nerd: A big fan of Ace Lightning, making her the perfect match for Chuck.
- Plucky Girl: Very forthright, crafty, and smart, and the only person who can stand up to Wayne.
The middle-aged dinner lady at the middle school, Mrs. Kutcher is a bit of a disgruntled employee believing no one appreciates her cooking aside from Chuck. She mostly provides comic relief, but acts motherly towards Chuck and occasionally Mark.
- Apron Matron: Very motherly towards Chuck.
- Badass Teacher: Takes on Pigface when he invades her kitchen.
- Comically Missing the Point: Mark comments on Mrs. Kutcher's cooked buns and considers "grabbing a few", just as she turns away and bends down, giving us a view of her rear. Both she and Chuck take it the wrong way.
- Lethal Chef: Seen as such by everyone save Chuck and secretly Mr. Cheseborough. She is in fact a particularly good cook, but usually only for Chuck, while dishing out more traditional school slop for everyone else.
- Mystery Meat: Some of the food she produces is questionable.
- Ship Tease: With Mr. Cheseborough in the season one finale when he admits he loves her homemade cookies. She immediately swoons but Cheseborough looks a little disturbed.