|Series 01, Episode 10|
|Air Date||Sep 17, 2002 on BBC|
|Previous||Once Upon A Hero|
|Next||Tunnel Of Love|
Samantha gets a job at the carnival and Lord Fear decides to use her to lure Ace into a trap. Mark tries to talk her out of it, and she agrees...if he'll explain his frequent bizarre disappearances. Lady Illusion is watching them from Mark's roof when Ace flies by and attacks her. She retaliates, but then warns him about Lord Fear's plans for Samantha. She teleports back to the carnival, revealing her warning to Ace was part of Lord Fear's plan, but asks that they just take Ace's Amulet piece and leave Earth, without hurting Ace. Lord Fear promises that they don't have to hurt Ace, but once Lady Illusion is out of earshot laughingly tells Staff Head they will anyway.
Ace and Mark show up at the carnival in disguise, Ace as a biker and Mark as a girl who Wayne immediately develops a crush on (much to Mark's annoyance). Chuck runs into Wayne and while running away finds himself where all the carnival's snacks are stored and pigs out. Nothing happens until Duff closes the carnival for the day and locks Samantha inside. She's attacked by Zip and Snip and forced onto a carousel ride with Chuck which the puppets start going. Googler and Lord Fear battle Ace while Mark saves his friends, and Ace is able to get away when Lady Illusion "accidentally" blows Googler away with one of her crystal balls. Samantha thinks the carnival is too weird and quits.