The Master Plan.Kat connects Ace Lightning to the carnival, but when she tries to interrogate Duff, she is captured alongside Sparx and Random. Kilobyte announces his plans to rule the world by trapping all of humanity within the game, along with the Lightning Knights. He traps Rick in the game too. Lord Fear has his own hidden agenda, forming an alliance with Ace to destroy Kilobyte. Ace discovers he is from a video game, but Mark convinces him that he is real. Ace and Lord Fear systematically defeat the other villains. Chuck frees Mr. Cheseborough from the game, but Rick remains trapped when Kilobyte restores the Amulet. Ace and Lord Fear defeat Kilobyte, blasting him into the game. Lord Fear then betrays and mortally wounds Ace, who is revealed as Lady Illusion in disguise. Ace chases away Lord Fear, and Lady Illusion dies in his arms. Mr. Cheseborough is condemned a madman by the police. In the closing scene, Kilobyte orders Rick to free him so he can get revenge.