Ace Lightning Wiki

Name Lord Fear
Nicknames Boss, L.F. (by Dirty Rat), Boneman (by Wayne Fisgus and sparx) Pityful Scarecrow (by Random Virus), Feeble Worm (by Kilobyte)
Species Humanoid Skeleton
Affiliation The Carnival of Doom
Gender Male
Age 352
Abilities Extendable limbs, very intelligent, sorcery.
Weaknesses Crippled from an earlier battle with Ace Lightning.
Voice Actor Juan Chioran

Lord Fear and Staff Head.

Lord Fear is the primary antagonist of the franchise, arch nemesis to Ace Lightning, ruler of the Carnival of Doom and the most feared villain in the Sixth Dimension.

He appears as a living skeleton, with the intention on using the Amulet of Zoar to conquer the universe. He's shown morphing into a skeleton mannequin at the end of Game Over, but it's unclear if this is his "home" like other villains or just a result of the villains' defeat.


Lord Fear is a humanoid skeleton resembling an old man of sorts. He has an oddly shaped skull, not resembling a human's but it is rather long and pointed in some places, notably on the bottom jaw. He has an extra bone attached to his forehead resembling eyebrows. He has two bones placed on the sides of his upper jaw which protrude out to the sides. These two bones raises up and down, mainly capable of allowing Lord Fear to portray facial expressions. He has snake-like nostrils, and red eyes which have green eyelids. He wears a glass monocle over his right eye.

Lord Fear is dressed in a suit one might find an Victoria-era aristocrat might wear. His most distinctive clothes are a blue top hat which slumps over at the back. It had a purple piece of cloth wrapped around the bottom of the brim. He wears a blue overcoat with a pointed collar and a rather jagged and bony appearance to match Lord Fear's skeletal appearance. The overcoat comes with shoulderpads resembling silver cartoon-like skulls and yellow rings around the end of the sleeves.

Under the overcoat, he wears a green shirt with a pointed collar, although this could actually be Lord Fear's exposed collar bone. His ribcage is exposed, a brown belt holding up Lord Fear's trousers, the buckle being a skull similar to the overcoat's shoulderpads. He wears long light blue trousers with purple diamond patterns at the bottom. He wears brown shoes, originally shaped like coffins until they became rounded in Season 2.

Lord Fear surprises a school bus driver.


Being over 300 years old, Lord Fear is shown to be quite intelligent and due to his aristocracy, he is shown to be quite proud. He often shown as an intelligent schemer who speaks with long words and alliteration, the latter being used to address his minions with nicknames (e.g. Totem of Terror being Staff Head, Massive Minion being Anvil). He has quite a fiery temper, and will lash out at his minions if he loses a battle against the Lightning Knights. He often abuses Dirty Rat, strangling him and throwing him around and on one occasion, he blasted Googler away due to failure. Lord Fear loathes incompetence. He is determined to destroy Ace Lightning, it is almost an obsession. However, he has his comforts when depressed and such. His hobbies include playing the Haunted House's pipe organ, on which he conducts his own tunes usually to Staff Head or Lady Illusion, and even Duff Kent and Rotgut. He also plays golf, getting a hole in one on his first try, showing his status as an old man. He has also been shown to watch television occasionally. He shown to be somewhat cowardly at times and may beg for his life in front of Ace, and often makes a hasty retreat when things turn bad for him in battle. He does not take betrayal very well, and is shown to be emotionally affected by Lady Illusion's betrayal. His signature sign of being evil is his cackle which he usually performs at every given chance, and whenever he devises a scheme. Lord Fear looks down on Earth as "wayward" and "worthless". Despite this, television would appear to be a hobby of Lord Fear's, and is not found in the Sixth Dimension like most of his other hobbies.


Despite being the main villain of the franchise and a powerful mastermind, he does not possess many abilities. He is shown to be very intelligent, often devising clever schemes to defeat the Lightning Knights and obtain their pieces of the Amulet. He can extend his limbs to great length, namely his neck and arms, which he can wrap around an enemy and crush them with the grip of a boa constrictor. He can also use them to reach great distances and talk to other from far away. He also has an interesting ability to learn new things without even a lesson, as seen with organ playing and golf playing. He is also shown to possibly be able to do some form of sorcery, as in the video games, he can revive his defeated minions at will. His main weapon is Staff Head who can fire energy blasts from the glass orb he carries.


Lord Fear has the most developed relationships with characters. However, he looks down on most of them and has limited connections to his minions due to his status as a feared villain.

  • Ace Lightning: Ace and Lord Fear have a strong hatred for each other, Lord Fear more towards Ace due to his crippling at the hands of the Lightning Knight. The two have the most frequent battles in the series, most of Lord Fear's plans resolving around the destruction of Ace. Even though Lord Fear hates Ace, he is shown to respect him to some degree. In the last episode, Lord Fear allies himself with Ace to destroy Kilobyte, although he has darker intentions in mind.
  • Mark Hollander: Lord Fear loathes Mark as much as he dislikes Ace, Mark becoming his target early on in the show. Mark at first is shown to be terrified of Lord Fear, and on one occasion is stalked by the villain until his capture, Mark almost having a nervous breakdown until Ace arrives to save him. Despite being defeated many times by Mark, Lord Fear never gains any respect for Mark and looks down on him for most of the show.
  • Staff Head: Staff Head is Lord Fear's apparent best and only friend, advisor, walking stick and weapon all in one. They share a rather close friendship, Staff Head usually agreeing and praising with everything Lord Fear says or does, and defends Lord Fear from others. However, Lord Fear often shouts at Staff Head when he is defeated and the latter makes a snide comment. Staff Head also has shown to urge Lord Fear to kill Lady Illusion in vengeance, although this is likely to end his own disliking towards her.
  • Lady Illusion: Prior to her betrayal, Lord Fear seemingly treated Lady Illusion as the love of his life and referred to her as "Snookums". He was very charismatic and sweet towards her, finding her anger one of his favourite things about her. When she struck out on her own in Episode 6, Lord Fear was rather upset by her departure and told her that they were "programmed to be together", and was willing to fight Ace to win her back which he succeeded in doing. Lord Fear somewhat used Lady Illusion as a secondary form of support after Staff Head and was shown to be deeply affected by her betrayal. In Season 2, he was openly cruel towards her and often wounded her with Staff Head's energy blasts, although Staff Head repeatedly goaded Lord Fear into harming her. Lord Fear seemingly gave up trying to kill Lady Illusion by the end of the second season, but was shown to be greatly surprised by Lady Illusion's sacrificial death.
  • Kilobyte: Lord Fear shows great dislike towards Kilobyte, and he openly admits to Ace that the only person he hates more than him is Kilobyte. Lord Fear is shown to be deeply disrespected and mistreated by Kilobyte, and is referred to as a "feeble worm". Lord Fear eventually gets his revenge by assisting Ace and Mark in defeating Kilobyte.
  • Sparx: It seems Lord Fear and Sparx are rivals, as seen throughout the second season. They seem to meet for the first time in Episode 13, Sparx commenting that they "just met" and immediately seem to dislike eachother, due to their conflicting sides. Their rivalry increases over the series, particularly when Lord Fear gains the Doom Wagon and becomes an aerial adversary to Sparx, Lord Fear referring to Sparx as "Sparxy". Their relationship has been viewed as a romantic one, and is quite popular among fans.

Lord Fear manipulates Random.

  • Random Virus: Lord Fear has shown a great interest in Random's evil personality, and often tries to persuade and or manipulate him to join his cause, succeeding at times but only briefly. He shows frustration and anger when Random's good side is in control, and shows great fear towards Random when he is enraged, going as far as chaining him up in one episode to keep him under his control. Lord Fear has promised Random that whenever his "true" evil returns, he will be there for him.

Lord Fear and Anvil.

  • Anvil: Lord Fear shows a respect for Anvil's strength, referring to his as his "muscle-bound minion". Anvil is the oldest character in the show, beating Lord Fear by at least two centuries. At times, Lord Fear has angrily shouted at Anvil in rage, but this is on rare occasions. Upon Anvil's return in Season 2, Lord Fear joyfully expressed his delight to see him again, hinting that Anvil might be Lord Fear's favourite minion.
  • Pigface: Lord Fear things little of Pigface due to his disgusting habits, often speaking towards or about him in an uninterested tone. However, he noted that Pigface's "repellent powers" would be useful when they move on to another dimension. Their relationship is the most distant out Lord Fear's relationships with his minions.
  • Dirty Rat: Lord Fear and Dirty Rat have a love/hate relationship. At times, Lord Fear will rely on Dirty Rat to perform several tasks like spying on the Lightning Knights, giving him information and finding Amulet pieces. If Dirty Rat succeeds in accomplishing a task, such as finding an Amulet piece, he is praised by Lord Fear. However, most of the time, Lord Fear repeatedly reminds Dirty Rat of his failures, and often physically abuses him. He either throws him away or violently strangles him, usually when to gain information quickly. After a heavy amount of abuse, Dirty Rat turned on Lord Fear and briefly led a revolution against the villain. Lord Fear's feelings on Dirty Rat's return in Season 2 was not shown but he commented that even the rat had a role to play in Ace Lightning's defeat.

Lord Fear stranges Dirty Rat in Episode 6.

  • Googler: Lord Fear shows a liking towards Googler, likely for his maniacal nature and their shared hatred towards Ace. He refers to Googler as his "grinning ghoul", and is seen on one occasion playing a bowling game with Googler, although he is losing. While he expresses his own desire to destroy Ace, Lord Fear is aware of Googler's desire too but refuses to allow him to destroy Ace solely, opting for them to kill him together to satisfy both of their desires. Lord Fear has shown a disliking towards Zip and Snip, despite their abilities to remove Ace's powers and turn him into a zombie.
  • Rotgut: Right off the bat, Lord Fear acknowledged Rotgut would be rather useless to his cause, and displays disgust at Rotgut's habit of losing his limbs, even exiling him from the Haunted House and calling him a revolting minion. Interestingly, despite the two being undead, Lord Fear does not hold Rotgut in high regards.
  • Duff Kent: Lord Fear has a love and hate relationship with Duff, often treating him like dirt and belittling him. He is often seen insulting Duff and enjoys seeing him grovel. However, at times they have been shown to enjoy eachother's company, Lord Fear expressing gratitude when Duff does something good for him (e.g. Informing him of Random Virus' arrival in Conestoga Hills). Duff sees Lord Fear as the bane of his existence, and the two share a more balanced relationship, Duff becoming unafraid to give him thoughts on Lord Fear's plans and ideas.
  • Horace Cheseborough: Lord Fear and Mr. Cheseborough's encounters seem fated. Lord Fear thinks little of him, and repeatedly uses him for his own purposes. Not knowing Mr. Cheseborough's name, Lord Fear refers to him as "Teacher" and on one occasion "Mr. Cheeseman".
  • Wayne Fisgus: Lord Fear seems to enjoy scaring Wayne, claiming he always had a soft spot for him, likely because Wayne is so easy to scare. Wayne, himself, goes looking for Lord Fear at times, referring to him as the "Boneman".


Pre-Season One

Being over three-hundred years old, very little of Lord Fear's early life is a mystery but at some point in the last thirty years he met both Lady Illusion and Ace Lightning. Ace and Lord Fear were friends, and the latter was allied with the Lightning Knights. It is unknown whether or not Lord Fear was interested in the Amulet of Zoar around this time. At some point, he became romantically infatuated with Lady Illusion. Ace crippled Lord Fear by accident, prompting their turn into enemies.

Lord Fear stole the Amulet, but was attacked by Ace, causing the Amulet to break and Lord Fear retreated to the Sixth Dimension's nightmarish version of the Carnival of Doom, a rundown funfair where Lord Fear lived. Ace located the Amulet fragments around the carnival and its surrounding areas, and eventually battled Lord Fear, Lady Illusion, Anvil and Pigface in the Haunted House. Ace won, using the restored Amulet to sent Lord Fear and co. to prison in the Sixth Dimension.

Soon after, Lady Illusion released Lord Fear, Staff Head, Anvil, Pigface and Dirty Rat out of prison and they stole the Amulet again. Pursued by Ace, Lord Fear and the others returned to the carnival where they were cornered by Ace. Lord Fear and Lady Illusion lured him into an ambush, attacked him and then prepared to leave the Sixth Dimension using the Amulet's powers. They travelled through the Datastream and appeared in Conestoga Hills, America.

Season One

Due to a lightning bolt striking the house of Mark Hollander, the characters from his favourite video game appeared, including Lord Fear. Lord Fear immediately noted that he and his band of villains had to find a new hideout, and then witnessed the Amulet shatter and its pieces fly away in different directions. As he and his minions departed, Ace appeared and a battle followed, Lord Fear distracting Ace with fake pleas of mercy so he could attack Ace with Staff Head and wound him. Mark's arrival prompted Lord Fear to retreat. After some journeying, Dirty Rat discovers The Kent Bros. Carnival, which Lord Fear declared the new Carnival of Doom. Breaking in, the group met Duff Kent, the carnival's owner, and manipulated their way into command, Lord Fear eventually declaring to Duff that the carnival belonged to him. Ace soon arrived and was captured, held in an energy-draining orb as bait until Mark arrived with his piece of the Amulet. Mark eventually freed Ace with help from Anvil. Ace confronts Lord Fear and Lady Illusion and after a long battle, is forced to stop to save Mark, Samantha Thompson and Brett Ramirez from a bomb.

Over the course of the series, Lord Fear created several plans to either destroy Ace and Mark, or obtain their pieces of the Amulet. These included the following:

  1. Replacing Mr. Cheseborough with Lady Illusion to capture Mark, putting him and Chuck in detention.
  2. Depriving Ace of his required energy sources to power-up until he died.
  3. Removing Ace's powers, courtesy of Googler and his sock puppets.
  4. Using Samantha as bait to lure Ace and Mark to the carnival and destroy them.
  5. Kidnapping Random Virus to turn him evil.
  6. Stalking and eventually kidnapping Mark, and then terrorising him into submission.
  7. Turning Ace into a zombie.
  8. Destroying the Lightning Knights' power source, and taking multiple hostages in the carnival.
  9. Attacking Mark by sneaking his house.
  10. Kidnapping Pete to lure Mark to the carnival.
  11. Destroying Mark's life with Lady Illusion disguised as him.
  12. Kidnapping a frozen Ace and then to destroy him and Mark at once.
  13. Destroying Mark and Chuck when he briefly gains superpowers and nicknames himself "Thunderfoot".
  14. Hunting down Mark to destroy him before Ace gets to him with a new Amulet piece.
  15. To annihilate the Ace Lightning Fanclub meeting at the school. Lord Fear mistook this fanclub as aimed directly at Ace, unaware of his video game origins.
  16. To disrupt a school theatre performance to gain the last piece of the Amulet.

Over the course of the first season, Lady Illusion and Ace had been in a romantic affair, something of which Lord Fear was unaware of. Staff Head found out out and blackmailed Lady Illusion into helping Lord Fear. Dirty Rat obtained the last piece of the Amulet and briefly started a rebellion against Lord Fear, the villains chasing Lord Fear around the carnival. Lady Illusion appeared with Ace's pieces of the Amulet. Triumphant, Lord Fear approached Dirty Rat and convinced him to hand over his piece of the Amulet and rejoin his cause.

Lord Fear fades away at the conclusion of Episode 26.

In the final episode, Lord Fear declared to his minions of their approaching victory and awaited the arrival of the Lightning Knights. He allowed Duff to escape, deciding his usefulness was over. In the final battle, Lord Fear battled Ace, taunting him for his drained energy, caused by the Amulet's power. Lady Illusion arrived to protest about killing Ace, Lord Fear puzzled by her reaction. Duff suddenly drove in the Dairy Wagon in an attempt to run Lord Fear over, finally standing up him and calling him a "worthless villain". Just as Lord Fear was about to destroy Ace, Mark located the Amulet in the Haunted House and shattered it. This caused the villains to fade back into the Sixth Dimension, ending the game. Lord Fear was the last to fall, falling to his knees and begging Lady Illusion for help. She downright refused to, releasing Sparx and Random Virus from a prison she caught them in. Horrified by Lady Illusion's betrayal and his defeat, Lord Fear lamented over how victory was almost his and blamed Ace and Mark for their interference. As he finally faded away, Lord Fear promised Ace that their battle was not over and they would meet again in the next dimension, before laughing maniacally as he fused into a skeleton outside the Haunted House.

Season Two

Three months after his defeat, Lord Fear was thought to be permanently defeated. However, the Master Programmer, Rick Hummel, upgraded Lord Fear and Staff Head and revived them back in the Kent Bros. Carnival. They were quickly reunited with Wayne who they scared away, and Duff. Lord Fear spent his first day back playing his pipe organ and attempting to play golf, getting a hole in one on his first try; golf becoming one of his favourite hobbies over the course of the series. He was eventually reunited with Lady Illusion, scorned by her betrayal but yet was willing enough to forgive her in time, asking her to gain pieces of the Amulet hidden in Mark's house to summon allies. Disguised as Felicity Fury, Lady Illusion performed this task multiple times and brought Lord Fear several Amulet fragments. This allowed him to summon Rotgut, Anvil and Dirty Rat to the carnival.

Lord Fear and Staff Head as they appear in Season 2.

He and Ace were reunited soon enough, battling several times, Ace discovering his Ring of Flame upgrade during their second battle. Chuck Mugel also became a threat to Lord Fear at this point. However, Lord Fear's rule was quickly demolished by the arrival of Kilobyte who wasted no time in making it known that he would rule now, attacking Lord Fear with one of Lady Illusion's bombs. Lord Fear observed Kilobyte from a distance, and noted that if he could be hurt, he could be defeated and allowed Kilobyte to run the show. Lord Fear attempted to make himself stand out more by convincing Mr. Cheseborough to help him destroy Ace, fooling him into believing the villains were good aliens and Ace was evil. Kilobyte rewarded Lord Fear by giving him the Doom Wagon, a motorcycle-hovercraft vehicle which he uses to disrupt Mark's driving ed lesson, pursuing him, Wayne and Mr. DeCutt down a road until Ace arrived. The two fought, Lord Fear attempting to run over Ace, but failed when Sparx saved him.

Lord Fear also summoned Pigface and Googler back, completing the villains' group once again. He finally decided to destroy Lady Illusion, although he was stopped by Kilobyte. Lady Illusion fled to the Thunder Tower to seek help from Ace. Kilobyte became aware of this, Lord Fear playfully taunting him with a musical song, but Kilobyte simply took this as a part of his plan to kill Ace. Lord Fear and Kilobyte captured Ace and Sparx, mainly to lure Lady Illusion back to the carnival (Lord Fear wished to destroy her, while Kilobyte was merely testing her for her to decide her rightful place).

In the final episodes of the season, Lord Fear assisted Kilobyte in capturing those who stood in his way, despite being humiliated repeatedly by Kilobyte. He assisted in capturing Random, and then attacked Conestoga Hills High School with the other villains to capture Mr. Cheseborough and Rick. In the final episode, denied his victory to destroy Ace and conquer the world, Lord Fear took matters into his own hands. Ordered by Kilobyte to lure Ace to the carnival, Lord Fear proclaimed that the final battle would be his victory, in more ways than one.

Lord Fear indeed went to the Thunder Tower, where Ace found him playing a one-man table tennis match. Lord Fear revealed Kilobyte's plan, but instead opted to ally himself with Ace and Mark to eliminate Kilobyte; Ace could save the humans and Lord Fear would get his carnival back. Ace agreed to the deal, well aware Lord Fear would likely betray him at the end. The two and Mark fought their way through the carnival, defeating Pigface, Rotgut, Anvil and Googler in turn. As Kilobyte gained the Amulet in its entirety, Ace, Mark and Lord Fear appeared to face him. Shocked by Lord Fear's betrayal, Kilobyte backed away and asked if Lord Fear would rob him of his glory (which Kilobyte did to Lord Fear).

Mark, Ace and Lord Fear are fired energy attacks upon Kilobyte and blasted him back into the Sixth Dimension, and shattered the Amulet in the process. As Ace lamented over their victory, Lord Fear turned Staff Head on Ace and fired out an orange energy blast that left Ace mortally wounded. However, a second Ace appeared, revealing the first to be Lady Illusion in disguise. A horrified Lord Fear was then attacked by Ace and Mark, prompting him to retreat into the sky with Staff Head and Dirty Rat in tow, not witnessing his former lover die moments later.

In the cancelled third season, Lord Fear, Staff Head and Dirty Rat would have hidden out with Mr. Cheseborough (who was condemned a madman by the police), and Lord Fear would use his technology to try and bring back his minions without the Amulet's presence.


Lord Fear's concept art in the rulebook

  • In Mark's game rulebook, Lord Fear's design is shown to be slightly different from the final outcome. His cape is more whispy, and Staff Head appears to be very small.
  • In the Sixth Dimension's version of the Carnival of Doom, an animatronic version of Lord Fear's head can be seen outside the Haunted House.
  • Despite having a permanent limp, Lord Fear is usually shown to walk just fine, and the fact he has a limp seems to only be remembered in some episodes.