List of Ace Lightning characters

This is a list of characters from the fictional world of Ace Lightning, an action-adventure superhero themed television show combining live-action and CGI characters. The series lasted thirty nine episodes, lasting for two seasons.

Lightning Knights
The Lightning Knights are a group of superheroes who act as a law enforcers in the Sixth Dimension, and use electrical-based weaponry to fight their enemies. Their main goal is to protect all worlds from evil, and guard the Amulet of Zoar. They operate from the Thunder Tower, an observatory in the fictional American town of Conestoga Hills.

Ace Lightning
The main protagonist, Ace Lightning is a superhero originating from the fictional Sixth Dimension, although he is in reality a video game hero. Considered the foremost of the Lightning Knights, Ace was on a mission to capture Lord Fear at the Carnival of Doom, and restore the shattered Amulet of Zoar. He is a stereotypical superhero, possessing a good sense of humour, a strong sense of justice, and his abilities include superhuman strength, self-propelled flight, and super speed. He wears two wrist cannons that can fire out controlled electrical blasts. Other weapons he uses include the Lightning Lance, a futuristic lightning-spewing lance, and the Shield of Justice, which can absorb energy-based attacks and shoot them back at others.

Ace enlists Mark Hollander as his sidekick to aide him in his battles against Lord Fear. Over time, he experiences new emotionsl like love, which leads to a dangerous romantic affair between him and Lady Illusion, a major plotline of the series. A running gag of the first season involved Ace damaging or downright destroying items in Mark's house, either breaking them in a panic, accidentally, or whilst absorbing electricity. Some notable victims include the backdoor to Mark's house and a blender. In the second season, Ace receives emotions from an upgraded Lady Illusion which turns him into an emotional wreck for several episodes, destroying his original programming in the process. He discovered his video game origins in the last episode of the series, and witnessed the death of Lady Illusion at the hands of Lord Fear.

In the cancelled third season, he was to venture into the video game to save Lady Illusion.

Mark Hollander
Mark is a 13-15 year old from London, United Kingdom who moved to America with his parents, Simon and Fiona. Mark is a marvel at playing video games and sports such as football. He is also a skateboarder. Mark is brave, kind and a bit of a computer whizz. However, his life was turned upside-down when Ace Lightning and the other characters from his favourite video game came to life. Mark became Ace's sidekick. Mark was rather frightened of Lord Fear and his gang at first, but eventually learnt to trust in himself.

As a character, Mark acted as the narrator and moral signifier of the story, and was probably intended to connect to the audience in that way, representing how a human being is capable of achieving incredible successes, through believing in themselves and attempting to do the right thing. Still Mark is a teenager, and often expresses annoyance at his situation with the Lightning Knights, voicing that he isn’t, actually, one of them. Phrases like “I don’t have any superpowers.” and “Ace we’ve been through this before, I’m not a Lightning Knight” are commonplace where Mark is concerned, and it takes until virtually the finale of the series that Mark finally begins to consider himself one of them.

Mark has had three known girlfriends: Samantha Thompson, Heather Hoffs and Kat Adams. He stood Sam and Heather up a great deal, due to Ace frequently needed his help defeating the evils, but while Sam forgave him over and over right up until their eventual break up, the more self-assured and bossy Heather did not and developed a rather large grudge against him in the second season due to his supposed treatment of her. Mark's best friends are Chuck, Pete and Ace. In the second season he possesses a wrist cannon that fires lightning bolts, allowing him to present more of a physical threat to the evils than in the original series. Fans have jokingly named this wrist cannon the "Super-Glove of Doom".

Mark was just a normal teenager until Ace Lightning came to life. After the evils arrival in his world, he became very protective of his loved ones and tried his best to keep his double life a secret, but several people still discovered the truth of Ace including his younger cousin Ashley, best friend Chuck Mugel and his third girlfriend Kat Adams. Mark briefly quit being a Lightning Knight when Sparx questioned his validity as one, stating he was too "scrawny". He rejoined when Ace became a zombie for a short while and began attacking Sparx, resulting in her going to Mark for help. Mark helped defeat Lord Fear the first time around by shattering the Amulet.

Mark matured in Season 2 (Ace called it "a power boost", Mark just called it "growing up"), and began dating Kat Adams, although he kept Samantha a secret from her for half of the series and it is unclear as to whether they were still believed to be dating during this time. With Chuck he learnt that the Master Programmer (Rick) created Kilobyte and that Mark's copy of the game was a version created especially by Rick, activated the night when Lightning struck his satellite dish. Mark is played by the English actor, Thomas Wansey

Chuck Mugel
Chuck is Mark's best friend and second sidekick to Ace. Chuck originally was a fat, unpopular kid who liked to eat junk food and read comic books. Chuck was beaten up by Wayne Fisgus a lot in middle school, Wayne calling Chuck "Upchuck" due to his suffering of motion sickness. Chuck also disliked playing sports but nonetheless somehow ended up on the Conestoga Middle School soccer team. Chuck is a whizz with computers and has also constructed his own robot with help from Mr. Cheseborough known as Leviathan X-L 1, which won him a place in computer camp. Chuck is dating Jessica Fisgus, Wayne's cousin, whom he met at an Ace Lightning fan meeting, having not, previously realised that "Jesse" was female.

Chuck was a major fan of the Ace Lightning video game for ages and is an expert on it, once stating that Ace Lightning was "A part of life" (clearly with no idea how significant that statement would become in later episodes). He long suspected something was up with Mark and the game, and actually guessed about Ace's real-world existence. When Ace Lightning came to life, Chuck claimed meeting him was the happiest moment of his life.

Some of Chuck's most memorable moments including vomiting horrifically in the middle of the school canteen after he found a pea in his tapioca pudding, creating a robot and getting struck by a deflected lightning bolt from Ace which temporarily gave him great strength and energy, and he gave himself the nickname of "Thunderfoot". Chuck eventually helped win the soccer match even after losing his newfound powers, but stated that he was "going out of the superhero business".

In Season 2, Chuck lost weight and wore glasses. He worked at Rick's Computer Shack, although he usually played video games instead of working. He became a second sidekick to Ace after helping Mark decode a message from Ace while he was trapped in the game, and upgraded the Lightning Knights a couple of times. Chuck took to the role of sidekick a great deal faster than Mark originally had. At one point Mark grew jealous of Chuck and accidentally allowed him to be possessed by Rotgut, an undead zombie who takes a liking to Chuck. Chuck once rode a scooter but now uses Rick's van to get about. Chuck is played by Marc Minardi.

Sparx
Sparx is female, red-headed Lightning Knight who is introduced in the first season. Energetic and always eager for battle, but arrogant and headstrong at times, Sparx is a strong fighter and always looks forward to battling the antagonists. She is of a young age, reflecting her personality. She is a skilled gymnast and martial artist, possessing no superpowers like most of the other video game characters in the show. She fights with a double-bladed sword called the Sword of Jacob, which can fire pink-coloured electrical blasts. She flies on a hovercraft called the Lightning Flash, which can fly at supersonic speeds, and resembles a cross between a shark and a jetski. Sparx was voiced by Deborah O'Dell.

Sparx first appears in Episode 12, summoned when Mark uses two pieces of the Amulet of Zoar. However, she quickly becomes skeptical of Mark's ability as a Lightning Knight, prompting him to briefly quit as a hero, until he helps save her life when Ace is zombified by Googler. She respects him from then on. Sparx forms a rivalry with Lady Illusion, the latter accusing her of having a crush on Ace, which Sparx denies. She also forms rivalries with Lord Fear and Googler. In Episode 16, Sparx is mortally wounded by Googler's sock puppets using her own sword, and she is sent back to the Sixth Dimension. Later on, she is summoned back by Ace and participates in the final battle of the first season, surviving with Lord Fear's defeat.

In the second season, Sparx and Ace return to the Sixth Dimension but they are stalked by Googler. She is chased by Googler around the Sixth Dimension, until Chuck is sent into the world and saves Sparx, escaping with her back to the real world. In the last episodes, Sparx is captured by Kilobyte and imprisoned along with Random Virus and Kat Adams, but freed upon Kilobyte's defeat.

Random Virus
Random Virus is a Lightning Knight who suffers from a severe case of multiple personality disorder, possessing two different personalities, one good and one evil, making him a protagonist and antagonist throughout the series, although he remains neutrally-aligned most of the time. Six years prior to the series' events, he was heavily damaged in battle, turning him into a cyborg and leaving his memory programming damaged. As a cyborg, most of Random's body has been replaced with mechanical parts and his right eye appears as red or green in colour, depending on which personality is in charge. He has great strength and can telepathically control machinery. He lives in a junkyard, hiding out of fear of harming his friends. His evil side has a twisted sense of justice, believing that all positive emotions are forms of weakness and must be destroyed. Voiced by Cathal J. Dodd.

Villains
The villains of Ace Lightning, referred to as the Evil Gang in some materials all originate from the Sixth Dimension, save Kilobyte. Led by Lord Fear, the villains operate in the Carnival of Doom, an eerie amusement park (although name may also refer to the villains). Their goal is to conquer the universe. The villains all fit into the concept of a freak show. Unlike the Lightning Knights, who flicker when wounded, the villains are blasted into an item located around the Kent Bros. Carnival that symbolise them, until they recover and emerge again.

Lord Fear
The main antagonist of the series, Lord Fear is an 352 year old undead supervillain and mastermind. Determined to conquer the universe, Lord Fear plots to use the Amulet of Zoar's power in order to achieve this goal. He is very intelligent and strategic, but comes off at times like a comical buffoon and has a short temper. Prior to the events of the series, he and Ace were friends until the latter accidentally crippled him, Lord Fear now suffering from a limp in his right leg. He can extend his limbs to ensnare enemies in a boa constrictor-like grip, and uses Staff Head as a main weapon. He enjoys playing a pipe organ and golf in his spare time.

Throughout the first season, Lord Fear strategises various schemes in order to either eliminate the Lightning Knights or gain their pieces of the Amulet. He becomes involved in a love triangle between himself, his mistress Lady Illusion, and Ace Lightning. He discovers Lady Illusion's treachery in the last episode of the first season, where he is defeated and sent back to the Sixth Dimension. He returns at the beginning of the second season, he seeks revenge on both Ace and Lady Illusion, often mistreating the latter to the point of wanting to kill her. His power and title as leader of the villains is taken by Kilobyte, who openly humiliates and mistreats Lord Fear.

Lord Fear eventually goes to Ace for help, the two forming an alliance to destroy Kilobyte. They succeed but Lord Fear attacks Ace, who is then revealed to be Lady Illusion in disguise. Horrified, Lord Fear flees with Staff Head and Dirty Rat in tow. In the cancelled third season, Lord Fear would have used Mr. Cheseborough's science and technology in order to summon his minions from out of the game.

Staff Head
Lord Fear's loyal servant and closest friend, Staff Head is a winged frog who perches on top of his lordship's walking stick. Holding a glass orb on his head, Staff Head can use its magical powers to fire energy beams at foes. Completely loyal to Lord Fear, Staff Head often praises Lord Fear to stay on his good side. Staff Head thinks very little of the rest of the villains, particularly Dirty Rat and Rotgut. He also often annoys poor carnival owner Duff Kent with his insults. In the first season, Staff Head was completely fused to Lord Fear's walking stick and seemed to go into a statue-like state most of the time. In the second series, he was given a more realistic design and could move about freely. Voiced by Michael Lamport.

Lady Illusion
A green-skinned elf creature who is Lord Fear's partner in love and crime. She has the ability to shapeshift into any human or animal form, can teleport, possesses spider-related abilities, and can form crystal ball-like explosives which release several forms of gas after exploding. Lady Illusion is at first loyal to Lord Fear until she falls in love with Ace Lightning, the two sharing a dangerous forbidden love until both Lord Fear and Staff Head discover her deception. Lady Illusion has a deep hatred for Sparx, believing the latter has feelings for Ace herself and wants to destroy her. Voiced by Tamara Bernier.

Kilobyte
The antagonist of the second series. Kilobyte was introduced in the second season, created by Rick Hummel to accomplish what Lord Fear failed to achieve in the first season. Known as the Cyber Stalker, Kilobyte appears as a bald man with tattoos placed across the back of his head, dressed in an armoured suit, and has four octopus tentacles that have various abilities. These abilities include the power to absorb a person's energy, hack into computer systems, and upgrade other character as shown when he gives Lady Illusion the ability to give human emotions to Ace Lightning. He has a fear of bright lights. He morphs into the Carnival of Doom's ferris wheel. In concept art, designed by Matt Ficner, Kilobyte was originally called "Scrambler", and had black hair and six tentacles, but the design had to be made more simplistic due to the show's budget.

Kilobyte, upon his debut, quickly takes control of Lord Fear's domain and sets about his plans to destroy Ace. He upgrades Lady Illusion who in turn gives Ace human emotions, damaging his original programming and leaving him an emotional wreck. Kilobyte takes his time in destroying Ace, frightening him and using various methods to torment him. He gains pieces of the Amulet over time, allowing Lord Fear to summon more of his minions.

Kilobyte utilises his pet wasp Fred to assist him. Fred was originally an average wasp until he stung Kilobyte, but was mutated by his powers into a giant insectoid which Kilobyte uses for transport.

Due to a blackout at Rick's hideout, Kilobyte is freed from his control and vows to conquer the world by trapping mankind in the video game world of the Sixth Dimension, and replacing them with the Sixth Dimension's lifeforms. He captures Sparx, Random Virus and Kat Adams, whilst imprisoning Rick and one-time ally Mr. Cheseborough in the game. He is ultimately defeated by Ace, Mark and Lord Fear, and appears in the Sixth Dimension vowing revenge. He was voiced by Ted Atherton.

Dirty Rat
Dirty Rat is Lord Fear's personal spy, appearing as a brown-furred anthropomorphic winged rat in a clown costume. He is constantly seen flying, and displays enhanced senses of smell, sight and hearing. He can also produce explosives similar to Lady Illusion's. Depicted as a sneaky coward, Dirty Rat follows whoever is in charge of the Carnival of Doom, appearing seemingly loyal to Lord Fear and Kilobyte when they are in charge, giving them the nicknames of "L.F." and "Byteybaby". When it comes to battle, Dirty Rat often hides, but at times he may attempt an attack but will hide again when his opponent fights back. He transforms into a stone gargoyle whilst resting in the carnival.

He was imprisoned alongside Lord Fear in the Sixth Dimension, escaped, and fled to Earth with the other villains, befriending Duff Kent. Throughout the series, Lord Fear often abused Dirty Rat physically, throwing him around and choking him, to the point where the rodent briefly begins a revolution against Lord Fear thanks to some persuasion by Sparx, possessing a piece of the Amulet. He quickly surrendered it when Lord Fear gained the rest of the Amulet fragments. In the second series, he followed Kilobyte and was again abused by him, being punched by Kilobyte on a daily basis. In the last episode, he fled with Lord Fear and Staff Head upon Lady Illusion's death. He is voiced by Adrian Truss.

Anvil
Anvil a large anthropomorphic rhinoceros who acts as the muscle of the villains. He is described as actually being the oldest character in the show, as hinted by his medieval-styled attire. His primary weapon and most notable feature is a large iron anvil in place of a right arm, along with a wooden barrel and a dustbin lid attached to his shoulder. He possesses superhuman strength that rivals that of both Ace Lightning and Random Virus, whom he is rivals with. Anvil has a short temper, is not very intelligent, and suffers from nyctophobia (a fear of darkness). Anvil morphs into the carnival's strength-testing game.

Anvil was originally imprisoned with Lord Fear in the Sixth Dimension but escaped and travelled to Conestoga Hills with him. Anvil proved to be a recurring adversary of Ace, Anvil seemingly growing stronger throughout the first season of the show until his defeat in the last episode when Mark locates and breaks the Amulet of Zoar. Anvil returned in the second season, the second villain to be summoned by Lord Fear. Anvil seemed to have gained a sense of humour, become slightly more intelligent and impatient, and proclaimed to be stronger. However, he seemed to be defeated a lot more easier by the Lightning Knights although this might be because Kilobyte drained a large amount of his energy upon their first meeting. Anvil was defeated in the last episode, not by Ace but by Lord Fear who was allied with Ace at the time. Voiced by Howard Jerome.

Pigface
Pigface is an anthropomorphic pig-like creature resembling a boar or a warthog. He is portrayed as being obsessed with food, and eats at any given opportunity, and hinted to eat people alive. He has the ability to digest anything, whether it be organic or inorganic, has a good sense of smell, and has decent strength and speed for someone with his weight. He appears as being very grotesque with little manners, as he passes wind, belches and picks his nose with little care of what others think. He is not very intelligent, and is quite sensitive when someone insults his weight and diet. Ace Lightning takes every opportunity to insult Pigface, calling him meat-related names (e.g. "Porkgrind", "Hogmeat" and cooked meat terms like "wiener roast").

Pigface morphs into a trashcan at the carnival, which strangely resembles his physical appearance. Pigface was imprisoned in the Sixth Dimension along with Lord Fear, but escaped and followed Lord Fear to Conestoga Hills. After Lord Fear and Dirty Rat, he was the most recurring villain in the show and often fought with Ace and lost, often getting his just deserts so to speak with a blast of electricity. Pigface was often seen with Dirty Rat, whom the rat could cope with but disliked his grotesque eating habits. He was defeated at the end of the first season when Mark finds and breaks the Amulet of Zoar. He returned in the second half of the second season, with a redesigned appearance and a new ability to fire out blasts of snot from his snout which could drain a person of their energy or leave them invulnerable to move. He is defeated in the last episode by Mark but not before he covers Heather in snot.

He was voiced by the late Keith Knight, who died in 2007 from brain cancer.

Googler
Googler is a maniacal jester who can roll up into a spiked ball and attack his opponents via a volley of fast-moving strikes. He is rather childish in behaviour, inventing his own phrases related to his name (e.g. "Googlerise" which roughly means wound or kill), but very sadistic and enjoys seeing others pain, having a twisted sense of humour. He morphs into the Carnival of Doom's puppet theatre booth.

He is accompanied by two living sock puppets called Zip and Snip, who are voiced by the programme's chief character designer, Matt Ficner. The two are nearly identical aside from their colours, Zip being red and Snip being blue. They can fly around on their accord, their teeth can cut through any surface, and they can absorb a person's superpowers and spew venom into a victim to turn them into zombies.

Prior to the events of the series, Googler ran a nightmarish circus but was imprisoned in a place called White Hot Oblivion in Dimension Two by Ace. Freed by Lord Fear, Googler sought revenge on Ace, removing his superpowers in his first appearance. In later appearances, he and his puppets terrorised Ace, Mark and his friends. Zip and Snip turned Ace into a zombie at one point, and were responsible for Sparx being blasted back to the Sixth Dimension. Upon her return, Sparx started a rivalry with Googler. In the second season, Googler stalked Ace, Sparx and Chuck through the Sixth Dimension, until they escaped, and he was summoned back to Conestoga Hills by Lord Fear. He was upgraded with an ability to make the Lightning Knights "bleed" binary code until they fade from existence. He was voiced by Richard Binsley.

Rotgut
Rotgut is an undead cowboy who is generally a useless asset to the group of villains. Summoned in the first episode of the second series, Rotgut proves to be mostly a pathetic excuse for a villain, due to his higher concern of keeping his body from falling apart. Rotgut develops a liking to Chuck after he calls him a "dude" and decides he wants to make him a zombie. Rotgut prefers to be called the Walking Dead than a zombie, and is angered when someone refers to him not by his title. Rotgut can possess the body of a person for a limited time. He appears to enjoy singing classic western songs, and may also like ribs. Rotgut morphs into the ninth hole of the Carnival of Doom's western-themed golf course.

Rotgut's role in the show is mainly for comic relief, his body pieces falling off and usually attacking him. Rotgut is extremely emotional and at one point, asks a group of humans for a hug, Mr. Cheseborough included. Rotgut briefly possesses Chuck's body and spends some time with Mr. Ratburn, the new boss of Mark's father Simon. He leaves Chuck's body eventually and is defeated by Mark. In the last episode, Rotgut tries to take on Ace but the superhero shouts at him to get back into his grave, calling him a "walking dead guy". Rotgut, believing Ace called him the Walking Dead, is overjoyed and thanks Ace, only to be blasted into his grave. Voiced by Robert Tinkler.

Scrapped characters
Several characters were designed but never made it into the television show. Ironically, all of them appeared to be villains for the Carnival of Doom.

Candy Floss
Candy Floss, named after the food product, was to appear in the cancelled third season of the television show. In concept artwork, she appeared to be dressed in a fashion sense related to punk rock (e.g. has a shaved head with a helmeted mohawk, ripped clothes, large spiked boots). She was described as being an archer and firing lollipop-shaped arrows which exploded on impact, and could trap enemies in webs made of cotton candy. It was likely she would be Lord Fear's female partner, replacing Lady Illusion.

Buzzbeast
Buzzbeast was a character who was scrapped during the making of the second season. It resembled some sort of dinosaur, with some resemblance to a raptor. It had a pair of large circular saws built into its head and tail. It is presumed Buzzbeast was scrapped due to the extremely violent attacks he could cause with his blades.

Mortar
A scrapped villain who is described as a "rock-like construction worker". Presumably, he was made from stone and named after a mortar.

Carnival grunts
A quintent of odd-looking creatures referred to as "drones" by Matt Ficner, character designer for the television show, were cut from the character list during the first season. They are described as being demons who hide themselves among the carnival booths. This somewhat explains why the characters are all wearing costumes resembling stuffed animals. It is likely that Dirty Rat's habit of being forced to dress up in toy outfits and spying on the Lightning Knights originated from these characters. The characters' names are unknown. Below are descriptions of the characters:
 * One is a brown creature resembling a gremlin from the film of the same name. It is dressed in a wacky-looking yellow duck costume, its face and ears sprouting out through the duck's beak. It also appears to have flippers or wing-like appendages for arms.
 * The second demon is a green goblin-like creature who is dressed in a panda teddy bear costume. However, it appears that the demon has been either wearing the costume for some time or ripped it apart to fit in it, as the bear's mouth section is absent revealing the demon's face, and one arm and both legs are missing too.
 * The third demon is the tallest of the five and appears to be the muscle of the group, due to its large size. It is hard to say what the demon is supposed to be disguised as but his costume appears to be made out of multiple pieces of fabric stitched together, two pieces are hanging limply upwards, possibly making the costume a distorted rabbit. It wears a green shirt and tattered yellow trousers which appear to be held up by a rope cord. It wears brown shoes, and two large metal blocks appear to be attached to the front of the shoes.
 * The fourth demon is dressed in a large spotty green frog costume, a tongue sticking out of the mouthpiece, where a head resembling that of Pigface is located. It is possible that this character was an early version of Pigface, the villain actually dressing up in a costume in one episode.
 * The fifth demon is the most weirdest. He resembles an anthropomorphic hooved animal of somekind, most likely a wild pig of some kind. It has a large head, giving the impression that it may be very intelligent. It wears a red and white shirt, and has large hooved feet, making it look like a satyr. It wears a belt buckle and carries a group of balloons in one hand.

Giant George Wayne
A giant golem seen in the television show and the video games, George Wayne is a cowboy made of stone. He lives in a large tomb in the graveyard by the Carnival of Doom. In the game upon meeting Ace, Giant George seems to mistake Ace for Geronimo and proceeds to try and step on him. Ace lures Giant George around the tomb, causing him to stumble over Dirty Rat, eventually falling unconscious and squashing Dirty Rat into the ground. In the second series of the television show, Giant George briefly appears to battle Sparx but he is knocked unconscious.

Sixth Dimension creatures
The Sixth Dimension creatures come in various forms, and all seem to be evil and out to destroy the Lightning Knights. They appear in brief appearances in the second season of the programme and in the video games (where most, if not all, of the creatures were introduced). In the show, the creatures attack Ace and Sparx in Googler's circus, a circus money skilled in martial arts wounding Sparx but Ace battles the creatures to save the latter, the two escaping the circus. Cactus Men, zombies dressed as cactuses also appear in the season, battling Sparx while Ace tries to communicate with Mark. In the videos games, the villains have the expected purpose of acting as obstacles to prevent Ace from continuing through the game.

The villains come in various shapes and sizes, and fit into the environments they appear in. In Googler's Circus, there are circus monkeys, lions who can shoot out their fangs as projectiles, strongmen, grizzly bears, two elephants named Nellie and Rocky (the latter being a boxer), acrobats, juggling walruses, organic and robotic clowns, living balloons, and human cannonballs. The House of Illusion, Lady Illusion's home, has zombified gardeners, living garden gnomes who Ace has a hatred for, large Venus flytrap monsters, golems, zombified maids, cooks and vampire-like butlers, a large infestation of spiders, and living wardrobes, ovens and fridges. The undead of the Sixth Dimension mostly dwell in the Cowboy Crossroads along with scorpions, buzzards and large canaries who have dynamite strapped to their bodies. There is also a large Medieval castle fortress called Climbcrag Castle where Medieval-like creatures dwell including jousting, pig-riding yokels, knights, wizards and witches, bearded maidens who seem to be a twist on the "Bearded Woman" attractions one may find at amusement parks, two-headed monks, elderly prisoners, cycloptic demonic ducks, weapon-wielding ferrets and the possible hint of the existence of dragons and vampires in the dimension.

Samantha Thompson
Samantha or Sam for short was the main female star of the first season, as Mark's first girlfriend and next door neighbour. Samantha originally dated Brett Ramirez and then shortly began to date Mark. She was always suspicious of him when he dashed off or become protective, and figured it had something to do with his video game and the local carnival. Samantha's best friend is Heather Hoffs, and her hobbies include rollerskating and cheerleading. Samantha broke up with Mark half way through the series and started dating Brett again. In the last episode of season one, Brett and Heather wound up together so Samantha and Mark became a couple again. At the start of Season 2, Samantha went to a boarding school called Westleaf and started dating a boy named Jeremy. She eventually visited Mark and the others and revealed all to Mark. She also met Kat and gave her some advice to confess her crush on Mark before it is too late. Mark, she says, is remarkably easy to lose track of. Samantha is played by Shadia Simmons.

Kat Adams
Kathryn "Kat" Adams appears as the main female protagonist in the second season, replacing Samantha due to the latter's actress having schedule conflicts. Kat moved away from an unidentified city to Conestoga Hills and at first appeared rather moody and considered running away. She changed her tune upon befriending Mark and Chuck, eventually becoming Mark's third girlfriend. She is a skilled basketball player and surprises Mark and others during a school match. She becomes head of the school newspaper and has a pet dog named Julie, who is shown to be oddly captured by recurring dogcatcher characters. Some fans refer to her as a Mary Sue character, due to her sudden inclusion into the series. Throughout the season, she attempts to investigate the events at the Kent Bros. Carnival to put it in the school newspaper, and hounds Mark to tell her the truth. She is captured by the villains in the last episode alongside Sparx and Random Virus, learning about the world of Ace Lightning in the process, and is freed from her prison upon Kilobyte's defeat. Played by Ashley Leggat.

Pete
Pete is Mark's friend from England who he communicates with over recorded videos and webcam links at the beginning of mostly each episode, Pete often giving advice or expressing concern towards Mark and his involvement with Ace. He eventually visits Mark in Conestoga Hills but proves to be popular with Mark's friends and even Mr. Cheseborough, prompting Mark's jealousy and Pete briefly getting captured by Lord Fear who tortures him through horrendous but deliberate singing. Pete is played by Devon Anderson.

Heather Hoffs
Heather Hoffs is a preppy, active, overachieving girl who is Samantha's best friend. She is a martial artist and cheerleader, and an all-around gossip girl. She supports Samantha's relatinshop with Mark, but when they break up, Heather makes her move and begins dating Mark, being a bit more fiery with him than Samantha was. However, Mark repeatedly stands Heather up to aide Ace in battle, causing her to eventually dump him and begin dating Brett Ramirez, their love for action films and Jackie Chan bringing them together. However, in the second season, Heather develops a stuck-up, rude and generally selfish attitude, hating Mark with all of her whim and treating Brett like dirt. She eventually gets her comeuppance in the last episode with Brett dumping her and then gaining a face full of snot courtesy of Pigface. Played by Petra Wildgoose.

Brett Ramirez
Brett is Samantha's on-and-off boyfriend. He perpetually has good heart and remains good friends with both Samantha and Mark, regardless of what their romantic relationship status is. He is a bit of a stereotypical "skaterboy", carrying a skateboard or a mobile phone around with him. He is on the school soccer team with Mark, Chuck and Wayne. At first he dated Samantha but they split up upon Mark and Samantha getting together, but returned to Samantha's side when she and Mark split up. In the second series, Brett dated Heather but was treated like her slave until he eventually dumped her. Brett is played by Brandon Carrera.

Wayne Fisgus
Wayne is a recurring antagonist of sorts, constantly bullying Chuck during the first series. He is generally a coward in reality and is terrified of Lord Fear, who he calls the "Boneman". Wayne has a cousin called Jessica who dates Chuck. Jessica revealed that Wayne picked his nose when he was young, his mother calling him "Boogerbox". In Season 2, Wayne now has a challenge at beating up Chuck, as he has matured and stands up to him. Wayne is caught in Mark's crazy driving test, fleeing from Lord Fear as he gives chase in the Doom Wagon. Wayne is last seen getting into trouble for supposedly wrecking Mr. Cheseborough's science lab when it was actually Mark trying to defeat Rotgut. Mark revealed he was the culprit and Wayne was released an innocent person. Mark writes an article on Wayne for the school's newspaper and when Kat tells him that it is great, Wayne realises he wrote nice things about him and he rushes after Kat, begging her to stop it from printing. Wayne is played by Jordan Hughes.

Wayne's father appeared in Episode 22 The Not So Great Outdoors. Mr. Fisgus is a tough and boastful man who claims to be a professional hunter, believing squirrels are really ferocious predators and he claims to have killed the last of an endangered species. However, his true colours as a coward are revealed when he encounters Pigface at a campsite.

Mr. Horace Cheseborough
Horace Cheseborough, better known as Mr. Cheseborough, is a science and homeroom school teacher. A grumpy and cruel man, Mr. Cheseborough has a dislike for children and likes discipline. He also has a hatred for Mark Hollander, believing him to be a troublemaker and insults his British origins. He calls him "Mr. Hollander". He is rather proud and often wears badges with slogans like "Darn, I'm good". Mr. Cheseborough at some point in his life worked in the navy, when he translates morse code for Chuck. Mr. Cheseborough often ends up involved in the battles between the Lightning Knights and the Carnival of Doom, believing them to be aliens and becoming almost paranoid and insane. Mr. Cheseborough was kidnapped by Lord Fear in the early episodes of the first season, with Lady Illusion replacing him temporarily to try and destroy Mark. He is released but his memory is erased by Dirty Rat, making him forget his experience, mostly. Mr. Cheseborough mistakes the characters for aliens and tries to combat them with an alien detection device with help from Mark, but it attracts an enraged Googler who trashes the machine. In the last episodes of the first season, Mr. Cheseborough becomes temporary principal, wasting all the school's funding on security equipment to spy on the students. He gives it up though when Mark promises to protect him from the "aliens". He briefly becomes an item with Mrs. Kutcher.

In the second season, Mr. Cheseborough is Mark's homeroom teacher at high school, maintaining his grumpy attitude and alien paranoia. Lord Fear kidnaps him again and with help from Duff Kent, fools Mr. Cheseborough into believing that he and the other villains are good aliens and Ace Lightning is evil. Mr. Cheseborough creates a special formula that can drain Ace of his powers, although it only works once. He cuts his alliance with Lord Fear when Mark reveals the truth about the villains and again agrees to protect him from the "aliens". Mr. Cheseborough becomes a target for Kilobyte, due to his use as a pawn. He is captured and imprisoned in the Sixth Dimension, until he is freed by Chuck. Mr. Cheseborough, now totally paranoid and slightly insane, panics when he finds himself in the Canrival of Doom and rushes out into the carnival screaming like a madman, claiming that "the aliens are attacking!", the sky is falling and it is the end of the world. Mr. Cheseborough is accused of being responsible for the mayhem at the carnival (although the villains were also a cause) and is considered a madman by the authorities. In the cancelled third season, he would have hidden with Lord Fear, Staff Head and Dirty Rat, Lord Fear using his technology to attempt bringing his minions back from the Sixth Dimension.

Duff Kent
Duff Kent is an owner of the Kent Bros. Carnival, later known as the Carnival of Doom when Lord Fear and his gang take over. Duff is a moustached middle-aged man losing his hair. He is self-aware that he is an apparent loser, first being distressed by this revelation but he later accepts it. He often complains a lot about how he is mistreated by the villains, usually to either Lord Fear or Dirty Rat. Duff also works part-time as an ice cream vendor, driving an ice cream truck which the villains use for transport. Duff is good friends with Dirty Rat and often banters with him, along with Pigface, Googler and Rotgut.

At first Duff is very fearful towards Lord Fear but he eventually grows annoyed of the villain and goes several lengths to be rid of him, including going to both Ace Lightning and a psychiatrist for help. Duff stands up to Lord Fear in the last episode of the first season by attempting to run him over, although the two forget about this event in the second season. Duff and Lord Fear become even people in season two, oddly spending more time together, watching television. Duff tries to promote the carnival as "family-friendly", using a puppet named Mr. Huckleberry to attract children (Dirty Rat operating the puppet). In the final episode, Duff is interviewed on a news television programme about chaotic events that happened the night beforehand, but Duff brushes them off and attempts to promote his carnival again.

He is played by Phillip Williams.

Mr. Huckleberry
While not exactly a living character, Mr. Huckleberry plays a role in Duff's troubled life. He is a puppet of a rather hideous boy and is used by Duff to promote his family friendly carnival, and as a comfort object. Dirty Rat is forced to dress up as Mr. Huckleberry during a field trip from Mark's school. However, as Mr. Huckleberry, Dirty Rat attempts to attack Wayne when he describes him as ugly and then steals some candy floss from a food stand, prompting Duff to pursue him across the carnival. Mr. Huckleberry (without Dirty Rat) is taken by Duff to a psychiatrist's office for support.

Simon and Fiona Hollander
Simon and Fiona are Mark's loving British parents who moved to America with their son. They moved into the old Andersons house next to Samantha's home. Simon is 45 and likes all the new gadgets he can use. Fiona is 42 and likes all things British. Although strict in some ways, they deeply love and care for Mark.

Simon is an accountant who likes new things, particularly American gadgets which he often experiments with which results in comical situations where the device usually malfunctions. These antics of Simon bother his wife Fiona, and on one occasion he accidentally destroys her flowerbed. He can be very strict at times but it is usually for good reasons. He dislikes to be undermined by others, as shown on several occasions. On one occasion, he went on a camping trip with Mark, Chuck and Brett and was bullied by the father of Wayne, but he showed he was braver than he appeared by fending off Dirty Rat with a frying pan (although he mistook the latter for a vulture). He is hired by a Texan accountant named Bud Ratburn but he is angered when the man insults his son's odd behaviour at the time and his lack of discipline, prompting Simon to stand up to Ratburn which results in him getting the job, Ratburn impressed with Simon's character.

Fiona is a bit of an eccentric woman with a love for all things British. She has a large number of garden gnomes in her back garden and is frantic when several are destroyed by Ace, although she does not see this occur. She cares little for Mark's constant visits to the carnival. She works as a real estate agent. They are played by Ned Vukovic and Susan Danford.

Nettie Kutcher
Mrs. Kutcher was a recurring character who appeared in Season 1. She was the cook of Conestoga Hills Middle School. She greatly appreciated Chuck when he was in the school as he was the only student who generally liked her meals, which everyone considered to be disgusting. Mrs. Kutcher has made several special foods for Chuck including cakes shaped like a brain and UFO. Mrs. Kutcher can freak out a lot when frightened and throw food about in a comical way. Mrs. Kutcher last appeared in Episode 26 where she learnt Mr. Cheseborough adored her cookies and they briefly became a couple. She did not appear in Season 2, probably because she didn't switch schools like Chuck and Mr. Cheseborough. She is played by Diane Douglass.

Coach
Coach was the gym teacher of Conestoga Hills Middle School and taught the football lessons to such students like Mark, Chuck, Wayne and Brett. Coach was a friendly but hard-working guy who pushed his players to the limit. He helped them win a football match against the school's football rivals. He revealed he was an ALF (Ace Lightning Fan) and was present at Chuck's fanclub meeting and the battle between Ace and Lord Fear. He was last seen in Episode 23. He is played by David Huband.

Ashley Hollander
Ashley is Mark's younger cousin, and knows of Ace and the others. Ashley appeared in Episode 5 where she met Ace, mistakening him for the "Radioactive Guy". Ashley promised to Mark she would keep her knowledge of Ace a secret. Ashley returned to watch horror films with Mark and Chuck, but when Lord Fear and his gang invaded the house, Ashley fled upstairs with Chuck only to be surprised by Staff Head who she mistook for the Tooth Fairy. Ashley appeared in Season 2. Her hamster Chika was rescued by Ace from going into orbit, and then helped free Chuck and Sparx from the video game. She is played by Kayla Perlmutter.

Jessica Fisgus
Jessica is Wayne's cousin and Chuck's girlfriend. Jessica had previously been speaking to Chuck on the fanclub messageboard of Ace Lightning in the show before meeting face to face at Chuck's fanclub meeting. Chuck instantly fell head over heels in love when he met Jessica and even made a deal with Wayne that he would not tell a deep secret about the bully in return that he could be friends with Jessica. Jessica returned in the last episode of Season 1 to be Chuck's date. The two became a couple and dated over the course of Season 2, Jessica calling Chuck "Chucky Wucky". Jessica tried to help Rick download his data onto the school computers to stop Kilobyte, but Rick freaked out when his creation appeared and fled. Jessica is played by Megan Park.

The Master Programmer
Rick Hummel is a primary antagonist introduced in the second season. He takes on the role of The Master Programmer, having been the creator of the in-universe video game, Ace Lightning and the Carnival of Doom. He created Kilobyte and Fred to conquer the world for him as an act of vengeance.

Prior to the events of the series, Rick worked for a fictional software company where the video game was being developed. He created a programme that could bring the characters of the game to life and interact with mankind. However, he was mocked, ridiculed and eventually fired for his creation. Bitter and vengeful, under the belief he could have been hailed as the "next Bill Gates", Rick managed to insert his programme into a copy of the game, and required a large surge of energy to activate the programme. This occurred when a bolt of lightning struck Mark's house, starting off the events of the series.

However, Lord Fear's defeat prompted Rick to create Kilobyte to fulfill his goal of vengeance, by conquering the world and proving his genius. He opened a computer repair store in Conestoga Hills called "Rick's Computer Shack" where he hid his computer mainframe that had the Sixth Dimension's data on it, known as the Fortress of Solitude. He employed Chuck to keep an eye on him and forbid him from entering his office. Mark and Chuck eventually snuck into his room and discovered the truth. Rick made Kilobyte invincible, but a blackout caused Kilobyte to free himself from Rick's control to conquer the world independently. Rick quickly turned to Mark and Chuck for help, having a backup file to delete Kilobyte. He was captured by Kilobyte and imprisoned in the video game, where he remained until Kilobyte's defeat and appearance in the Sixth Dimension.

In the cancelled third season, Rick would have escaped his captivity but would have appeared as "half human, half animated". He was portrayed by Brett Heard.