|The Rat Turns|
|Series 01, Episode 25|
|Air Date||Mar 27, 2003 on BBC|
|Previous||The Play's The Thing|
Ace comes to the carnival to save Sparx, but is forced to retreat when all the villains attack him at once. Lord Fear angrily assigns Dirty Rat to guard Sparx, who convinces the rat to stand up for himself. Soon, using his piece of the Amulet of Zoar, Dirty Rat convinces Anvil, Pigface and Googler to listen to him instead.
Lord Fear hears what they're up to, but is no match for the rest of the villains and is chased out of the carnival. Staff Head blackmails Lady Illusion with his knowledge of her reviving Ace in Download Disaster. She disguises herself as Sparx and tricks Mark into giving her his piece of the amulet.
Ace manages to rescue Sparx, but the victory is a hollow one. When Lady Illusion turns the amulet piece over to Lord Fear, he's able to force Dirty Rat to turn over his own, allowing Lord Fear to finally reconstruct the Amulet of Zoar. Ace and Sparx find themselves unable to power and in fact are slowly getting weaker. Mark checks the hintbook for the game and gravely tells them that if the evils get the entire amulet, the Lightning Knights will lose their powers...
- It's unclear why Lady Illusion is afraid of Lord Fear's wrath if the rest of the villains have him on the run.