A/N: Until recently, I'd forgotten how absolutely fabulous this movie is. It truly is vastly underappreciated. In my opinion, it has some of the best and most three dimensional characters to ever be animated in a Disney production, which makes them the most fun to play with. I am particularly enamored of the four female ensemble members, who are so undeniably awesome it makes me cry to see them unmerchandized. But perhaps it's for the best. Disney over-markets enough as it is. I guess they don't view princesses who knee guys in the nuts for trying to molest them as good role models for young girls, but whatever.

Disclaimer: I do not own Atlantis. Neither does Disney. They just own Atlantis: The Lost Empire…which is obviously what I'm writing about here. I don't own that either, just my interpretations and musings about it.

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As the crew left Milo behind to interrogate the princess, Commander Rourke pulled Helga aside.

"Lieutenant, I need you to find out what the defense capabilities of these Atlanteans are. We don't want to run into any…difficulties."

"Understood, sir."

Helga stole away from the group. No one would notice her absence; Rourke had given the crew free reign to disperse for a few hours.

She took off down an alley leading away from the busy streets of the port. First and foremost, she needed to gain altitude to get familiarized with the terrain.

Soon, the ground started to slope upwards. After turning another bend, Helga was face to face with a pile of ruins that had degenerated into a tall, worn spire overlooking the city. Noting with satisfaction the many handholds and footholds dotting the structure, she began to climb. She'd done this type of thing before.

"That's it!" Christopher held out his hand to her as she neared the summit. Growling, she ignored his outstretched palm and hoisted the lower part of her body up to join her torso at the peak.

"Look at that view!" Helga's husband gestured at the surrounding countryside.

"Gorgeous," Helga wheezed sarcastically as she fought to catch her breath. After a minute, she looked up. Christopher was looking at her with an odd expression on his face.

"What?" Helga asked.

"You are so beautiful," he replied. "You put all this to shame."

"Don't go mushy on me, soldier."

But there was a smile on her face as she said it.

Gasping, Helga finally reached the top of the spire. She closed her eyes and forced her breathing to even out. In a few seconds, her heart rate had returned to normal. She opened her eyes. They widened instantly at the sight before her.

What was left of the once great civilization of Atlantis spread out beneath her like a bumpy tapestry. Helga momentarily forgot her mission. She was captivated by the glittering metropolis. How sad, she thought. Such a sad place, full of memory and decay. Shame, really. Christopher would have—

She stopped. He's dead.

Remembering her mission, she looked around with an objective. Noting various sentry points and a couple of likely locations for a weapons garrison, she turned to descend.

"There is beauty everywhere, Helga," Christopher said as they lay under the stars one night.

She stepped off the tower and set off towards the nearest likely garrison.

"Where are you going, foreigner?"

Helga stopped. An Atlantean soldier was standing in front of her, bow and arrow slung around his torso, spear grasped firmly in his hand. She relaxed her posture while keeping her hand idling close to her pistol.

"I thought I'd see the city. It's not every day you stumble upon a lost civilization, and as we're only here temporarily, I thought I'd make the most of it. Nothing wrong with that, is there?" She finished by quirking her eyebrow.

"You will gain much if accompanied by one who knows the city," he said in reply. Helga kept her face smooth, even though inside she was screaming in frustration. This buffoon could ruin all her plans!

"Come," he said, gesturing in the direction she was headed in.

On the other hand, she thought, this could be advantageous.

She casually led him towards her destination. Fine, the king wasn't satisfied in giving them free reign. He wasn't as stupid as he looked, but she could deal with this. This could work.

"What's in here? Kind of big for a house, isn't it?" She indicated the structure she had zeroed in on back in high altitudes.

"It is a meeting place for this area. There are many such structures in the city."

"Really."

"Yes." He pointed in the directions of two other likely candidates for weapons facilities Helga had discerned. "Two more there," he continued, "and another by the palace."

"I see," Helga said. She looked to the port, where the last potential arms storage facility lay. The soldier followed the direction of her eyes.

"Come. We will go to the water's edge. It will be interesting for you."

It had damn well better be, she thought as she followed him downhill.

As they reached the water, the activity around the pair increased. Colorful banners were draped from the windows. Children played games in the streets. Atlanteans walked by in a flurry of blues and purples.

Helga felt conspicuous. Too conspicuous. She could usually blend in with a crowd or stand out as she pleased, but here she was far too different. Everything about her contrasted with the flow of people surrounding her like an ocean. Unconsciously, she stepped closer to her companion.

"Is something wrong?" he asked.

"Nothing, I—I'm fine."

He smiled.

"You feel out of place. It is to be expected."

Helga scowled in response, which seemed to amuse rather than daunt him. She stalked off in the direction of the final building.

As she neared it, she knew she had been wrong again.

"Trading house?" she asked as the soldier caught up.

"Yes. Many goods are exchanged here. Would you like to see?"

"Okay, sure, only for a minute."

He led her past dozens of bright stalls and boisterous vendors chatting and calling out cheerfully in Atlantean to passing acquaintances. She looked about her, overwhelmed by the sheer variety of wares. Her guide turned to her.

"Perhaps you would like to see some clothing or jewels?" he asked.

She rolled her eyes, stopping in front of a knife vendor. Helga picked up a curved blade and examined it.

"I see," he said.

"Oh you do, do you?"

"You are a warrior."

"Maybe I'm just a woman who likes pretty things."

"You hold that knife as a weapon, not as a tool."

"Oh, the fancy soldier knows his stuff. I'm impressed."

"There may not be a need for many soldiers in Atlantis, but we are well trained, make no mistake." A lesser woman would have looked away from his intense gaze, but Helga held her eyes steady.

"Not a lot of soldiers?" she asked without missing a beat.

"We have no outside threats. We rarely have internal ones. The most common need for soldiers is ceremonious or involves the beasts that prowl our borders. We learned our lesson of war long ago. We only wish to live in peace."

"And yet you walk around with…let me see…twelve arrows, a bow, a spear, three knives, and twine?" she said while circling him and looking him up and down. He looked taken aback for a fraction of a second. A lesser combatant would not have caught the emotion, but Helga had been trained as a spy for a time. Emotional cues were her specialty.

"It is best to be as prepared as possible in all situations."

"Like ones involving foreigners?" She stepped forwards seductively.

"If necessary." He held his ground.

"Oh, don't worry about me, I'm a good girl." She looked up at him through lowered lids.

"You may be." He stepped sideways. "Or you may not be."

"Better safe than sorry, right?" she smirked.

"Indeed."

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"Commander," Helga hailed as she approached.

"Well?"

"Fewer than twenty soldiers, sir."

"Twenty? Are you sure, Lieutenant?"

"Absolutely, sir."

"Well, then, this will be easy."

"I would err on the side of caution, Commander. These soldiers know what they're doing."

"Very well, Lieutenant, I trust your judgement. We'll just have something wired into the bridge to let our expedition…end in a bang and cut off our retreat."

"Yes, sir!"

"Is that all?"

"Yes, sir."