Ace Lightning Wiki

Name Lady Illusion
Nicknames Snookums (by Lord Fear), Lady (by Staff Head and Sparx)
Species Shapeshifting Elf
Affiliation The Carnival of Doom
Gender Female
Age Unknown
Abilities Shapeshifting, can create crystal orbs that release gas or confine her enemies, fire orbs that give unstable emotions, has superhuman agility.
Weaknesses Her dangerous relationship with Ace Lightning, putting her at risk of reprisals from the Carnival of Doom.
Voice Actress Tamara Bernier Evans

Lady Illusion is a main character of the franchise. She originally started off as the partner in love and crime for Lord Fear. However, she eventually gained feelings for her enemy Ace Lightning, forming a dangerous romantic relationship with him that lasts throughout the television series. Lady Illusion is a shapeshifter and has earned the title of The Mistress of Illusions.



Lady Illusion is a green-skinned woman who appears to be in her late twenties or early thirties. Although her species is unknown, she may be some form of elf, a mythological creature, due to her pointed ears. She has hazel-coloured eyes. On her head is a large brown, green-eyed spider which appears to act as Lady Illuson's hair, the legs (which usually get displaced when caught in an attack) acting as locks of hair. Lady Illusion wears a catsuit of sorts, with a large collar rounding the back of her neck. Her collarbone and part of her chest are exposed. The top part of the suit is dark pink in colour, with brown curved "tails" at the bottom of the shirt around the waistline. Her legs appear to be covered in tights, which are neon-coloured (pink, orange, yellow, green) and covered in a black webbing pattern.


At the start of the series, Lady Illusion has little of a personality but appears to be devoted to serving Lord Fear and has an almost zombie-like presence, speaking to Lord Fear in a slithery and almost flat voice. However, she does show signs of rage and evil delight in the early episodes, laughing several times at or with other characters for evil reasons. By Episode 6, Lady Illusion's full personality develops. She is shown as being suddenly impatient and angry, demanding to Lord Fear that she wishes to leave Earth, Lord Fear then expressing his love for Lady Illusion's anger. It is never explained why Lady Illusion wishes to escape Earth, perhaps out of boredom or stress.

Towards Ace, Lady Illusion becomes very friendly and during their relationship. They have tried to kiss on several occasions but end up being interrupted or not completed an attempt as they planned. When in the presence of Lord Fear, Lady Illusion has a friendly attitude towards him but appears to dislike Staff Head, as she often snaps at him and on one occasion she strangles him. She shows great dislike towards Sparx, often arguing with the latter and taunting her.

It appears that throughout the series, Lady Illusion struggles to decide where she belongs - either with Ace or at the Carnival of Doom at Lord Fear's side. This appears to cause her frustration at times, and repeatedly address other characters as "fools", Ace most of the time, but only when she is at the carnival and in the presence of other villains.


Lady Illusion's signature ability is shapeshifting. She can shapeshift into any living human or animal form of her choice. It appears she can stay in a form of an unlimited period of time as she remains in the guise of Horace Cheseborough for two days (although she does change back to her usual self in-between days). She has only transformed into animal forms twice, both of which were species of dog. In the guidebook, Lady Illusion hints she may be able to transform into inanimate objects, although this is never proven.

She has a close connection to spiders. Not only does she appear to have a living spider on her head acting as hair, but she has the speed, agility and wall-crawling abilities of spiders. She is easily capable of dodging projectile attacks, and can leap great distances (e.g. she can jump from the ground to the top of the carnival's ferris wheel in one leap). Lady Illusion's standard form of travel is her ability to teleport. She appears to be able to travel unlimited distances. She teleports by spinning around and vanishing in a flash of light.

Lady Illusion's main form of attack involves her forming crystal-ball like orbs which explode when thrown. The explosives release either a burst of fire, or a type of gas which can leave a person dazed, put them to sleep, or knock them out straight away. Lady Illusion recieves an upgrade from Kilobyte in Season 2, gaining a new version of her explosive crystal balls. This new version is a large orange fireball of sorts which appears to be stronger than the first version. The upgrade also gives Lady Illusion the ability to give Ace unstable emotions, and it is hinted that she can remove them too. Lady Illusion does maintain both of her bomb attacks by the end of the show. Another ability she has involving her bombs is that they can be transformed into transparent, large bubble like objects which can act as containment cells and drain a captive of their energy.

In the video games, Lady Illusion appears to have the ability to summon giant spiders to do her bidding, capable of levitation and has forcefields too.


  • Ace Lightning

The beginning of Lady Illusion and Ace Lightning's romantic relationship.

At first, Ace and Lady Illusion are enemies. It is hinted that they may have had a previous friendship or relationship in the past as Ace addresses Lady Illusion as a "playmate" during one battle and asks her if she "still wants to brag" about her powers (during cutscenes in the game, she flirts with him heavily while Ace replies with insults. This may be what Ace was referencing). In Episode 6, Lady Illusion strikes out on her own and ends up in the arms of Ace whom saves her from being electrocuted by the Thunder Tower's transformer. The two end up falling in love, dancing to music played by Mark until Lord Fear, Staff Head and Dirty Rat show up. Lady Illusion rejoins Lord Fear but her relationship with Ace goes on in secret. The two occasionally meet, but every time they attempt to kiss, they are usually interrupted. Over time, several of the characters become aware of the affair between Ace and Lady Illusion, including Lord Fear who ends up feeling bitter and betrayed by Lady Illusion. At times, Lady Illusion feels betrayed or abandoned by Ace and attacks him, but her love for him always ends up returning.
  • Lord Fear
Lady Illusion served as Lord Fear's mistress before her betrayal. Lord Fear expressed deep love and affection towards Lady Illusion, addressing her as "Snookums" and often wrote organ melodies for her. He was not aware of her affair with Ace until his death at the end of Season 1 when she refused to save him. In Season 2, Lord Fear showed hatred to Lady Illusion although it is hinted that some his love towards her still remains as he hints that his faith in her may be restored over time and he still refers to her as "my lady" occasionally. However, he starts torturing her by constantly reminding her of the betrayal (although this is usually fuelled by Staff Head), and he blasts her with energy beams as well. When Lady Illusion is mortally wounded in the last episode, Lord Fear expresses shock at what he had done and then flees.
  • Staff Head
Staff Head and Lady Illusion have always been at odds during the show. Staff Head expresses great distrust towards her, expressing this opinion towards Lord Fear when Lady Illusion ends up with Ace for the first time. Staff Head grows suspicious of Lady Illusion throughout the course of first season. He witnesses Lady Illusion kissing Ace and blackmails her into helping Lord Fear otherwise her he'll expose her secret. On one occasion, Lady Illusion strangles Lord Fear in an attempt to kill him. Staff Head continues to remind of Lord Fear of Lady Illusion's betrayal in Season 2 and obviously enjoys her suffering.
  • Sparx
Lady Illusion has a bitter rivalry with Sparx, believing the Lightning Knight to be in competition with her for Ace's love, although this is not the case. It is hinted that the two have had some sort of history together before the events of the show and Lady Illusion mentions "revenge" towards Sparx before their first battle, although the source of vengeance is never explained. The two often argue and fight when they meet, their skills matching the other's. The rivalry seems to end in the last episode when Sparx admits to Kat Adams that Ace loves Lady Illusion, with the mentioned listening in on the conversation.
  • Kilobyte
Kilobyte seems to treat Lady Illusion the most fairly out of the villains. During their first meeting, Kilobyte upgrades Lady Illusion and advises her to seek revenge on Ace and Sparx. He doesn't seem bothered by her relationship with Ace and instead uses it his advantage. However, he promises to destroy Lady Illuson if she betrays him for Ace like she did with Lord Fear. Kilobyte appears to show a strange attraction to Lady Illusion and occasionally strokes her face with one of his tentacles, an experience Lady Illusion doesn't appear to enjoy.


Pre-Season 1

Lady Illusion is hinted to have past encounters with both Ace and Sparx, and has been with Lord Fear for some period of time. She fights Ace in her home, the House of Illusion but is defeated. She is then imprisoned in the Sixth Dimension with Lord Fear, but she escapes first and then frees the rest of the villains and then escapes to Conestoga Hills.

Season 1

Lady Illusion emerged in the backyard of Mark Hollander's house along with Lord Fear, Staff Head, Anvil, Pigface and Dirty Rat. Loyal to Lord Fear, she guarded his piece of the Amulet for safekeeping until he needed it. Her first major role in the war against the Lightning Knights was to disguise herself as a male carnie and gave Samantha Thompson and Brett Ramirez two toy rabbits, one really Dirty Rat in disguise armed with a bomb to kill the two. This plan was foiled by Mark. Her next major role involved the kidnapping and replacement of Mr. Cheseborough. After Lord Fear kidnapped Mr. Cheseborough, Lady Illusion transformed into him and spent the next couple of days in Conestoga Hills Middle School. She put Mark and Chuck Mugel in detention to gain Mark's piece of the Amulet, although this attempt failed when she and Pigface got into a battle with Ace and were forced to retreat.

Lady Illusion and Ace dance.

Lady Illusion then struck out on her own in Episode 6, tired of doing nothing. With intentions on using Amulet pieces to escape to another dimension, Lady Illusion was confronted by Ace who dragged her back to the Thunder Tower. Lady Illusion ended up getting caught in the tower's electrical transformer, but she was saved by Ace. Lady Illusion gained unexpected feelings towards Ace and abandoned her plan, asking she if she could stay with him, which he accepted. Lord Fear, Staff Head and Dirty Rat arrived and confronted Ace and Lady Illusion. Weasling her way out of trouble, Lady Illusion managed to rejoin Lord Fear but ended up summoning the Lightning Lance by connecting her piece of the Amulet (which she had stashed away) with Mark's.

Lady Illusion's relationship with Ace would not end there, springing up again in Episode 10 when Lord Fear sent her to speak to Ace and lure him into coming to the Carnival of Doom with Mark to rescue Samantha, but Lady Illusion openly tells Ace of the trap. The two attempted to kiss for the first time but were interrupted by the arrival of Mark. Lord Fear promised Lady Illusion he would not harm Ace, but broke the promise when he allows Googler to beat up Ace. Enraged by this betrayal, Lady Illusion secretly bombs Googler whilst pretending to aim for Ace. Staff Head grew suspicious at this, but Lord Fear brushed it off, declaring that it was a mistake. Lady Illusion was later instructed to disguise herself as Mark and ruin his social life, but then ended up caught in a trap when she visited Ace still disguised as Mark, and the real Mark walked in. She tried to fool Ace into believing Mark was the fake but he did not fall for it, causing Lady Illusion to leave.

Staff Head eventually discovered the affair between Lady Illusion and Ace. When Ace was frozen by a virus, Lady Illusion managed to revive him with their first kiss. Staff Head used this to his advantage to blackmail Lady Illusion into helping him and Lord Fear defeat Ace otherwise her secret would be revealed. This was put into effect when Staff Head forced Lady Illusion to steal Mark's Amulet pieces whilst disguised as Sparx. In the final battle, Lady Illusion managed to capture Sparx and Random Virus in one of her large energy-draining orbs. However, when Mark shatters the Amulet and the other villains die, Lady Illusion reveals her treachery towards Lord Fear when he begs for her help to save him. She is briefly reunited with Ace whom she dances with before departing but not before she tells Ace that they will meet again in the future.

Season 2

In Season 2, Lady Illusion's whereabouts have been unknown for the three months inbetween Lord Fear's death and return. However, she is first seen disguised as a dog being chased by two dogcatchers. She was captured by them in Random Virus' junkyard where the three Lightning Knights battle. Lady Illusion later attacked Mark when he attempts to send Ace, Sparx and Random back to the Sixth Dimension, but it is revealed she wished to return to the Sixth Dimension by Ace. She disguised herself as a housekeeper for the Hollander family named Felicity Fury and stole several pieces of the Amulet, which she brought back to Lord Fear when he returned to the carnival. Lady Illusion worked for Lord Fear in hopes he would forgive her for her treachery, now believing that Ace had abandoned her.

When Kilobyte arrived, he upgraded Lady Illusion with ability to give Ace unstable human emotions. When her cover as Felicity is blown, she gave Ace the emotions. However, her belief of abandonment dwindled away when Ace showed fear and sadness. Lady Illusion fled the carnival at one point when both Lord Fear and Kilobyte threatened to kill her. She briefly hid at the Thunder Tower until Ace and Sparx were captured by the villains. Lady Illusion, feeling betrayed once again when Ace went to save Sparx, steals another piece of the Amulet and gave it to Lord Fear, concluding that the carnival was the place she belonged.

In the final episode, Lady Illusion discovered that Ace did indeed love her. This concluded her fate. During Ace and Lord Fear's alliance to destroy Kilobyte, Lady Illusion swapped places with Ace and disguised herself as him. She assists Mark and Lord Fear in blasting Kilobyte to the Sixth Dimension (in the process, betraying Kilobyte for Ace). However, Lord Fear suddenly blasted Lady Illusion with an upgraded energy attack that mortally wounds her. The real Ace appears and Lord Fear shows shock for what he had done. Mark and Ace chase Lord Fear and the remaining villains (Staff Head and Dirty Rat) away. Ace then took Lady Illusion in his arms and asked her why she committed this act. She then explained that she did love Ace, and offered to remove his emotions as her last gift. In return Ace responded with "No, let me keep them. Emotions are what I am feeling for you right now. That's the real gift." Ace cried a single tear and managed to give Lady Illusion a kiss on the forehead before she vanished and presumably died.

However, in the cancelled Season 3, it was explained by Rick Siggelkow (the show's creator) that she would indeed have lived and been saved from the Sixth Dimension by Ace.


Lady Illusion's concept art in the rulebook.

  • Lady Illusion's concept art had her in a different costume from her final one. She wore a short-sleeved top similar and had exposed legs surrounded by a web-patterned dress instead of her long tights and boots.
  • In the videogame Lady Illusion flirts with Ace rather openly, although he seems to have little interest in her. Perhaps this is the previous relationship hinted at in their relationship description above.
  • Lady Illusion is never seen morphing into an object at the carnival like the other villains do. It is likely that her shapeshifting powers make up for the fact she has no Morping Item.
  • When disguised as Mr. Cheseborough in Episode 3, Lady Illusion seems to know an awful lot about Earth's science. It is possible this is her own knowledge or she may have read it from a textbook or another source beforehand.
  • Lady Illusion's voice actress, Tamara Bernier, has moved on to voice Mystique, a shapeshifter from the X-Men franchise in Wolverine and the X-Men. Bernier is the second actor in Ace Lightning to voice an X-Men characters. Random Virus' actor, Cathal J. Dodd, voiced Wolverine in the original X-Men cartoon.