Episode 2-01: Upgrades
Director of Animation: Vanessa Arsen
Executive Story Editor: Jeff Biederman
Writer: Sean Kelly
Director: Don McCutcheon
Synopsis
Random Virus frightens two dogcatchers when they try and catch a dog that Random Virus believes is Lady Illusion. Ace and Sparx are just in time to save the dogcatchers and the dog. The animations have definitely improved from the last season. There are shadows on the animated characters now. Random Virus has another guilt trip about his switching sides. Sparx says that he's losing it and Ace agrees. Ace has a plan to send him back to the Sixth Dimension but he needs Mark's help. After they leave, the dog morphs into Lady Illusion.
After returning from England, Mark is annoyed that his mother has redecorated his room. After Fiona leaves, Samantha rings and tells Mark that she's gone to boarding school. Chuck also rings and tells Mark that the Carnival has changed a lot. They now have a mini-golf course. Ace rings and asks Mark to meet him at the junkyard and to bring his laptop and the Amulet.
Chuck has a little run-in with Wayne and his friend Zack at the Carnival. Wayne has been in the Haunted House looking for the 'Bone-Man' and is annoyed that he isn't there. Chuck and Wayne have a staring contest and Chuck wins. He's definitely not a coward anymore.
Since Fiona has taken a job as a real estate agent, she has also hired a housekeeper, another change that Mark isn't happy about until he meets Felicity. She's not a dowdy old maid as he expected. Instead, she's young and pretty.
Mark meets Ace and Sparx at the junkyard. While Mark is preparing to delete the game things go wrong. Random Virus attacks them and Lady Illusion turns up. Instead of Random Virus going back with Ace and Sparx, only Ace and Sparx go back. Lady Illusion and Random Virus remain in this dimension. Lady Illusion, angry that Sparx went back with Ace instead of her, threatens Mark but Mark uses the wrist cannon to shoot at her and she disappears. Mark decides it's time to leave when Random Virus attacks him.
That night Wayne goes back into the Haunted House looking for Lord Fear. When the ride stops Lord Fear and Staff Head are sitting behind him. Wayne runs out of the Carnival screaming. Duff hears the screaming and comes out to investigate and sees Lord Fear. Staff Head has changed. He now looks more like a fat toad on a stick and his legs can move. After that, we see a man sitting at a computer talking about an upgrade and everything's going to plan. I assume this is the Master Programmer.
Chuck and Mark are now at high school. At their lockers they meet the new girl. She's moved from the city and she isn't happy about it. Mark tries to be nice but she tells them to not bother making friends with her because she won't be around for long. When Mark and Chuck get to their homeroom they learn that Cheseborough is now their homeroom teacher. Wayne and the new girl are also in their homeroom class. Cheseborough keeps Mark back to ask him about the aliens and Mark assures him that there will be no more funny business (yeah, right). Apparently, Cheseborough is still seriously freaked out.
At the Haunted House, Lord Fear is playing the organ. Lady Illusion is spying on Mark's science class. Cheseborough catches Mark looking out the window for her and sends him to the principal's office. Lord Fear plays target practice with Duff holding up a cut-out of Ace Lightning and tries mini-golf, using Staff Head to hit the ball. After school, Mark is at his locker when he hears Wayne telling his friends that 'Bone-Man' is back in the Haunted House. Mark realizes that Lord Fear has returned. The new girl comes up to Mark and introduces herself as Kat.
At home, Mark catches Felicity going through his clothes. She makes a hasty exit, saying that she needs to do his laundry. At the Haunted House that night, Lord Fear discovers Lady Illusion spying on them and shoots her down. She offers him two of Mark's Amulet pieces that she's stolen and Lord Fear joins them together to summon Rotgut, a politically correct cowboy zombie. He prefers to be called 'the walking dead'. Lady Illusion tells Lord Fear to leave Mark to her. She's already got a plan to get Mark's other Amulet pieces. They both start laughing evilly and Lady Illusion morphs into Felicity.
Quotes
Dogcatcher: (to Random Virus) You seem like a friendly pet
owner who wouldn't hurt a fly. Or people, right?
Random Virus: You miserable cowards! You are weak, and I destroy weakness!
Dogcatcher: Take him. He's more of a coward than I am!
Random Virus: That was Lady Illusion.
Sparx: No. That was a dog. Easy mistake, I guess.
Ace: You look bigger, kid. What happened? You get a power
surge?
Mark: It's called growing up.
Lord Fear: (about Wayne) I always had a soft spot for that kid.
Lord Fear: Honey? I'm home!