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. Their goal is to conquer the world using the Amulet of Zoar, though Lord Fear would prefer to destroy the human world. Unlike the Lightning Knights, the villains are blasted into an item located around the carnival that symbolise them, until they
recover and emerge again. In the show, they take over the rundown Kent Bros. Carnival. • '''''' (
Juan Chioran): The main
antagonist of the series, Lord Fear is Ace's nemesis. A 352-year-old
lich, Lord Fear is an intelligent but temperamental supervillain who wants to take over the world. He is able to extend his neck and arms like a
boa constrictor, and is a powerful
magician. He was accidentally crippled by Ace years ago, walking with a limp, and he uses his minion Staff Head as a walking stick and weapon. In his spare time, he plays a
pipe organ in the carnival's
haunted house and miniature golf. He has a romantic relationship with Lady Illusion, referring to her as "snookums", but she has an affair with Ace that is exposed at the end of the first season. He is defeated after Mark breaks the Amulet, but returns in the second season where his position of power is usurped by Kilobyte. He torments Lady Illusion throughout the season. Kilobyte gives Lord Fear a mode of transport called the Doom Wagon, a motorcycle-hovercraft with a
chainsaw mounted on the hood. In the series finale, he joins forces with Ace to defeat Kilobyte but turns against him, mortally wounding Lady Illusion before going on the run. •
Staff Head (Michael Lamport): Lord's Fear loyal minion, Staff Head is a frog-like
gargoyle who sits on the end of a bone-shaped stick holding a
crystal ball than can shoot energy blasts. He received a character redesign in the second season, becoming an actual frog. He speaks with a
Cockney accent, and has a snobbish, cruel personality. He learns of Lady Illusion's relationship with Ace and blackmails her to serve Lord Fear in exchange for his silence. • '''''' (
Ted Atherton): The main
antagonist of the second season, Kilobyte is known as the Cyber Stalker, and was created by Rick Hummel to defeat Ace and prove his genius. Kilobyte is a bald, tattooed man who can extend four
octopus tentacles from his back, which can absorb another character's energy or even upgrade them with new powers as he does with Lady Illusion, giving her the ability to infect Ace with human emotions. He has a cold, grim mind who thinks like a hunter and plots to destroy Ace slowly and painfully. He materializes from the carnival's
ferris wheel. Needing a mode of transport, Kilobyte allows a
wasp to sting him and take on his powers, causing it to mutate into a giant which Kilobyte can fly on. Kilobyte names it
Fred, and is the only character he shows genuine affection for. Kilobtye is eventually freed of Rick's control, and plots to remove humanity from the world and trap them in the game. Ace and Lord Fear join forces and blast Kilobyte into the Sixth Dimension, where he plots to use the imprisoned Rick to escape and return to the real world. • '''''' (
Tamara Bernier Evans): Lady Illusion is introduced as Lord Fear's evil partner and lover. A green-skinned, elf-like woman with an actual spider for hair, she is able to shapeshift into any person or animal. She can also
teleport, create bombs resembling crystal balls, and has spider-like agility and reflexes. At first she is obedient and quiet, but quickly grows to hate Earth and strikes out on her own. She is found by Ace, and they quickly fall in love, keeping their relationship a secret with only Mark knowing. Staff Head witnesses Lady Illusion kissing Ace, and
blackmails her into stealing Mark's Amulet pieces. She ultimately betrays Lord Fear for Ace in the season one finale. In the second season, she is left behind by Ace when he returns to game, leading her to believe he has abandoned her, so she returns to Lord Fear and steals the Amulet pieces from Mark's house, disguised as a housekeeper named Felicity Fury. Kilobyte gives her the ability to infect Ace with human emotions, which she later comes to regret. Her loyalties are tested throughout the season, until she disguises herself as Ace in the finale and is mortally wounded by Lord Fear after defeating Kilobyte, dying in Ace's arms. •
Anvil (Howard Jerome): The muscle of the group, Anvil is an anthropomorphic
rhinoceros dressed in medieval-styled clothes and has a large
anvil in place of a right hand. Anvil speaks in third person, is not very intelligent, and has a short temper. He possesses
superhuman strength and is on par with Ace when it comes to physical power. However, he is
afraid of the dark and becomes cowardly. He is often seen in the company of Pigface. Anvil materializes from the carnival's
high striker game. •
Pigface (
Keith Knight): A grotesque anthropomorphic
boar or
warthog, Pigface is 12 years old and a common enemy of Ace. He is able to devour anything, and despite his weight, is fast and strong. He gains an ability to fire a spray of snot from his nose in the second season. Pigface is childlike, unintelligent, and is often seen eating anything he can, usually from the carnival's trash cans. He is sensitive to Ace's wisecracks, and often the first to attack and be defeated. Pigface materializes from a trash can in the carnival. •
Dirty Rat (
Adrian Truss): A winged rat dressed as a clown, Dirty Rat acts as Lord Fear's spy, and is the most recurring antagonist after Lord Fear. Sneaky and deceptive, Dirty Rat enjoys spying on others, but is cowardly by nature, hiding behind other antagonists during battles or avoiding conflict all together. Along with flight, he has enhanced senses of smell and hearing, and can create bombs identical to Lady Illusion's. He materializes from a
gargoyle that sits outside the haunted house. He strikes up a friendship with Duff Kent, and enjoys Earth's technology. Lord Fear often abuses him, to the point he starts a rebellion against him after he obtains the last piece of the Amulet, but rejoins Lord Fear when he obtains the other fragments. He becomes Kilobyte's minion, but is abused by him as well. In the finale, Dirty Rat flees the carnival with Lord Fear after Kilobyte's defeat. • '''''' (Richard Binsley): A 33-year-old insane, maniacal
jester, Googler is summoned by Lord Fear after obtaining an Amulet fragment in the first season's seventh episode "Only Human". Imprisoned in a place called White Hot Oblivion by Ace, Googler seeks revenge against Ace. He speaks in third person and creates his own vocabulary of words like "googlerize" (an alternate use of "pulverise"). He wears a spiked shell on his back, which he can curl into, turning him into a dangerous, fast-moving
bouncing ball. Googler wears two talking
sock puppets named
Zip and Snip (voiced by the series' character designer Matt Ficner), who are able to fly, can chew through any surface, absorb powers, and zombify Ace in one episode. Googler materializes from the carnival's puppet show theatre. •
Rotgut (
Robert Tinkler): An undead but stereotypical
cowboy introduced in the second season, Rotgut is a fairly useless and clumsy villain. His body parts often fall off, forcing Rotgut to crawl around after them. He speaks with a Southern accent, and has a sensitive nature, preferring to be called the "walking dead" rather than a
zombie. He materializes from the carnival's
miniature golf course. Rotgut develops a one-sided friendship with Chuck, and stalks him so he can turn him into a zombie. Rotgut shows an ability to possess people, hijacking Chuck's body, forcing Mark to babysit him until he is removed. He becomes friends with Dirty Rat and Duff. •
Duff Kent (Philip Williams): The owner of the Kent Bros. Carnival, Duff becomes a slave of Lord Fear after they invade the funfair. He tolerates Lord Fear's presence, often grovelling in front of him for his own safety, and only wants to run his business normally. He forms a close friendship with Dirty Rat, bonding over their misery in life and desire to make money. Duff drives an ice cream truck called the "Dairy Wagon", which the villains use for transport. Duff rebels against Lord Fear in the season one finale, aiding in the fight against him, but ends up working with him again in the second season, though on a more even level. He refers to the game characters as cartoons. •
Giant George Wayne: A large cowboy-like
golem who appears in the series' tie-in video game and the second season. In the series, Sparx encounters him when trapped in the game but defeats him with help from Chuck. In the PC and
PlayStation 2 version of the game, he acts as part of a boss battle with Dirty Rat. ==Supporting characters==