This third-person action-adventure game lets you guide the foremost of the Lightning Knights, Ace Lightning, on his mission to defeat the evil Lord Fear and send him and his gang back to prison in the sixth dimension. The only way to capture Lord Fear is to collect all the pieces of the magical Amulet of Zoar, which he has hidden throughout the Carnival of Doom--a scary place full of exaggeratedly imposing tents, rides and sideshows, with distorted geometry and disturbing lighting effects. You must guide Ace Lightning around the eerie halls of the Carnival, and into its four zones--the Ghost Town, Fun Park, Circus and House of Horror--on his great quest to collect the pieces of the Amulet.

Your goal is to defeat your arch-enemy Lord Fear and send him and his gang back to prison in the sixth dimension. In order to do this, you must first collect all the pieces of the magical Amulet of Zoar, which he has hidden throughout the Carnival of Doom, a surreal and spooky place. You must make your way through its four zones - the Ghost Town, Fun Park, Circus and House of Horror. In each zone you must use your weapons to dispatch enemies such as evil clowns and zombies through different levels before coming face to face with the bosses of each zone - the characters Lady Illusion, Pigface, Googler and Dirty Rat from the TV series. Only after you have all the parts of the Amulet will you meet the evil Lord Fear in a final battle.