The Thundercats and the Spiritfoxes

by Silent Soul Ken -SSK

Broken, and on the edge of oblivion they are the last of their kind, when an ancient enemy rises up again they must combine their power to save the planet from utter annihlation...

1. Chapter 1

The Thundercats and The Spiritfoxes
Author: Soul Teller
Rated: M
Reason: For violence, blood, future Lemons, Future Nudity and Language
A/N: Now I know that everybody is waiting for me to do my other stories I will do them I've just been super busy… Took a bit of time to do this… this is based off the 2011 series… So there will be no ties to the original 1985 version…

Chapter 1
Attack on the Thundercat Empire

It's a quiet night in the land of the Thundercats on Third-Earth, the two young princes of the Lord of the Thundercats, Claudus, rest in the hands of the nursemaid who was putting them to bed. Claudus stood on a balcony overlooking his kingdom. He then heard soft footsteps and the clank of wood against rock, and he turned to see Jaga. "Your Majesty, I understand you are still saddened by your loss… She was strong until the end… she wouldn't wish for you to mourn for her when she gave you a healthy boy." Jaga said. Claudus sighed and he turned to Jaga.

"What am I going to do Jaga? I don't know how to raise a cub… I can barely raise Tygra! What would I teach this one?" Jaga looked at Claudus and he turned his gaze out to the land. The buildings shone with light from various cats getting ready to go to sleep.

"Do not overthink things my friend. Do what you feel is right and raise him with honor, respect, and diligence, and they should be fine." Jaga said. Claudus looked at Jaga and then he smiled.

"Thank you… I will try my best, but I cannot do this alone. I will need your help as well." Claudus said. Jaga turned to his Lord smiling.

"But of course," Jaga said, and then he turned back to the balcony opening. Gazing outward, it was then he saw it. In the darkness, near the gates, there was… something, heading toward them. He turned to Claudus, "My lord, if you'll excuse me there's someone approaching our walls… do not raise an alarm, I will deal with it myself." Jaga said. Claudus looked at Jaga then he nodded. Jaga bowed again, and he turned and raced off at speeds that were far too fast for the eye to perceive. Claudus watched Jaga go, and then he turned to the city seeing the form of Jaga speeding toward the wall.

-At the gates-

Jaga scaled the steps of the wall, and came across two guards who were watching the figure. Jaga saw the figure was hooded and was walking at a brisk pace, one hand on its belly, the other clutching a bundle in its grasp. Jaga watched the figure draw closer, and then he heard a guard walking up. "Wait… I will deal with this one myself." He said, and he leaped over the wall and landed directly in front of the figure, who froze and fell back, the cloak falling off slightly to show a woman's build and the swollen belly. Jaga took his staff and held it in front of the figure the wooden end aimed at the neck.

"P-Please! Wait! I mean you no harm!" A feminine voice spoke Jaga watched as the figure dropped the bundle and pulled the hood back to reveal… Jaga's eyes widened.

"You… you're a fox!" Indeed, it was a female fox with red fur and green eyes, a slightly extended nose, and the large bushy tail much like a brush. "Impossible! Your kind was destroyed by him!" The fox woman lowered her head and then raised it.

"Well… we were scattered, but then we were attacked, and I ran while my husband fought off Lizards. I would've been here faster, but… I'm in no condition to be running." She said and she put a hand on her bulging belly.

"You are with child… then that means that he or she will be the next ruler of the foxes. That is if there aren't any other survivors." Jaga said.

"Yes… I came here to ask for shelter and for your help… please… let me speak to the Lord of the Thundercats." The fox said, Jaga looking at her, his eyebrows creased in thought.

"Very well… tell me your name." Jaga said.

"I'm Kushina," The fox said. Jaga nodded, and he held out a hand to Kushina, who took it, and he pulled her up. She then bent down, and grabbed the bundle, following after Jaga.

-The Cat's Lair-

Claudus sat in his chair looking at Jaga and Kushina, his eyes boring into hers. She didn't flinch or look away, her green eyes staring back. "Jaga who is this and what is she?" Claudus said, looking at Jaga who got to one knee, his hand on his chest, bowing slightly.

"My Lord… this is Kushina… a Fox." Jaga said. Claudus raised an eyebrow.

"Indeed… and what does a fox want with us?" Claudus asked.

"I was wondering if maybe you could help me and my people… my people have come under attack… by Lizards." The Lord of the Thundercats was silent. "We request you send a company to ascertain the status of my people, and if there are any survivors. Please… help them." Claudus looked at Kushina, his hand on his chin, rubbing it gently.

"Very well, we'll send a party to go and check on your brethren. Jaga! Summon Generals Grune and Panthro. Tell them to get their best men and to prepare for a rescue mission." Jaga placed a hand on his chest, and bowed. He straightened up and headed for the generals quarters. "Tell me Kushina… why have your people stayed hidden for all these years? Have you lost faith in the animals that you must seclude yourself?" Claudus asked.

"No my people have secluded ourselves as… atonement of sorts for past deeds. You wouldn't know since you were not born when this happened, but I've been around since the beginning of the colonization of this planet." Kushina said.

"Indeed? You must be very old then, but you look no younger than someone in their mid-30's?" Claudus said.

"Ah… we foxes mature quickly, but age slowly. It's thanks to our affinity with magic that we are able to do so." Claudus leaned forward now curious.

"Is that so? You're kind has an affinity with magic?" Claudus asked.

"Yes… we can control the elements even." Kushina said. Claudus was amazed from what he heard; the Foxes had great power, so why hadn't they attacked anybody? However, that would have to wait. He heard Jaga return with Panthro and Grune behind him along with some Thunderian soldiers.

"Panthro, Grune I have a task for you! This fox's home is under attack, and we need you to mount a rescue mission to retrieve any and all that you can." Claudus commanded. Grune looked at Kushina, his eyes widening as he grabbed his mace and advanced on her.

"A fox!" he shouted, and raised his mace to swing down at her. Panthro suddenly appeared with his nunchucks up, blocking the attack. "Out of my way Panthro!" Grune shouted, but Panthro didn't budge.

"What are you doing Grune?" Panthro demanded of his friend.

"What am I doing? Saving ourselves a wild goose chase! Foxes were well known in the past as cunning tricksters and pranksters… this Fox is nothing more than a con artist trying to kill the king! She's an assassin for the highest bidder!" Grune shouted, some soldiers reached for their blades.

"Stay your hands!" Panthro shouted, he then turned his head to Kushina, who was looking at them, startled, her ears down, and her hand on her belly. "Grune! Get a hold of yourself! She's a Fox, yes… but she's pregnant, and from the looks of it, very tired and scared. I doubt an assassin could pull such a ruse!" Grune grunted, and looked at Kushina. He gave a growl, and then he stopped pressing his mace and lifted it up. He bowed to Kushina.

"My apologies… but you must understand my reservations. Rumors of your species are rather… discomforting to say the least." Grune said, Kushina bowing her head.

"I understand… we haven't had the best reputation in days long past… however I am ready to make up for that…" She said. Grune watched her, and then he turned away.

'You're not off the hook yet… Fox! I know your true intent, and you will never succeed in your mission… I'll make sure of that!' Grune thought. He then walked toward his men and turned back to the Lord. Panthro watched Grune, and then turned to Claudus.

"So where are we going exactly?" He asked. Claudus looked at Kushina who nodded. She then clapped her hands together, and they began to glow with red light, and then she held up her hands and a magical version of a map of the lands appeared. She pointed to a forest just beyond some mountains.

"The Forests of Desinto… Our village is near the river… follow the river upstream, and you should find it within a day… maybe less." Kushina said. Panthro watched as the map faded and she sighed and stumbled slightly. He rushed up to her, his hands on her arms. She looked at him, her eyes somewhat glassy.

"You all right?" Kushina nodded.

"Yes… I'm just… tired… From walking…" Kushina said "Thank you," She said as she balanced herself. Kushina turned her gaze to the Lord. "If it isn't too much to ask, may I rest? I'm afraid I haven't had any in some time." Claudus nodded, and he looked at Jaga, who bowed and straightened. Grabbing Kushina's hand, he led her away. Before Kushina vanished however, she stopped and turned to Panthro and Grune. "If you see a fox with golden fur and nine tails, could you bring him back please? Regardless of his condition…" Panthro nodded. She then started walking again, Panthro watching her go, and then he turned to Claudus.

"Go Panthro, Grune! Hurry as fast as you can and report back on your findings. If possible, bring back any survivors, and the one that Kushina mentioned." Claudus commanded. Panthro bowed and he turned and left. Grune hesitated, and then left, following Panthro and the soldiers.

-The guest quarters-

The guest quarters were a lavish room of red and gold with a silk lining and a beautiful red bed. Kushina looked around amazed "Beautiful…" She said. She went to the bed and placed a hand on it, and then she sat down and looked down at her belly rubbing it slightly. "We made it little one…" She said Jaga looked at her, and then he smiled.

"Hope springs forth from the darkest of corners… I see that now even more so… I must leave now, I have pressing matters to attend to… Good night." Jaga said bowing. Kushina bowed her head, acknowledging the comment, and Jaga left, closing the door behind him. Kushina sighed and she looked up at the ceiling, and then she put her hands together in prayer. "Please… by the elements, protect him…" Kushina said.

-That Night in Kushina's dream-

Kushina saw a hazy vision. She had heard of this phenomenon… prophetic dreams. They came to those with a high affinity for the astral plane and the elements. She heard of another who saw prophetic dreams, though no one took that fox seriously… poor thing committed suicide soon afterwards. She would've contemplated this a bit longer, when the vision shifted. She felt her body being pulled as if it was being led to a specific place. She felt herself stop, the view was black, and then light appeared, purple light, and she saw a hunched and hooded figure stand up, rising from a tomb. Before the hooded figure was another, cloaked by darkness. She then heard the old and ragged voice speak with malevolence. "It's good to see you Madara… My faithful servant..." Kushina's eyes widened in horror. No it couldn't be… Madara was vanquished! Unless… he had somehow survived? Then there was the other voice. Only one person would address Madara in that fashion… and that person was…

-End of dream-

"Mumm-ra!" Kushina said, her eyes wide and fearful, as she sat up, sweat dampening her fur. She put a hand to her head, the withered face, and the red eyes with white pupils. Then there was the fox with its black fur and pure red eyes. She couldn't believe it, but IF what she saw was true, then… She would have to talk with Jaga as soon as possible. But, she had to rest to regain her strength, so she lay back down and closed her eyes, her mind plagued with the visions and what they could mean for everybody.

-Three days later-

Kushina was sitting in the gardens of the palace, watching the fountain and seeing the butterflies flutter through the air. This place had a sense of peace that was unlike the sense of peace in her village. This was a… secure kind of peace, one that wouldn't fade anytime soon… at least, that's what she hoped. It was then she heard footsteps, and she looked to see Jaga walking to her. "My lady, Grune and Panthro have returned. I think you should hear what they have to say…" Kushina nodded, and she got up and followed Jaga into the throne room.

-In the throne room-

Claudus sat on the throne looking at Panthro and Grune, who were both kneeling their heads down. Kushina walked in and Claudus looked at her, and then back at Panthro and Grune. "Report" he said.

"We went to the village and after half a day we found it… unfortunately it was decimated, though what caused such destruction we don't know. One thing is for sure, whoever did it had considerable firepower." Panthro said.

"What of… my request?" Kushina asked Panthro, who turned to her, and then turned to a soldier and gestured for him to come forward. The soldier did, and handed Panthro a package. Panthro got up and walked to Kushina. He opened the package and Kushina looked, and she then put a hand to her mouth, tears welling up in her eyes. "Oh… oh Minato…" She said quietly. Before her, in the package, were strands of bloodied golden fur. She felt weak at the knees and Jaga put a hand comfortingly on her arm. She turned and buried her head into his shoulder sobbing slightly.

"I'm sorry…" Panthro said quietly.

"We were unable to find any trace of survivors… and anything that might have told us who the attackers were was unintelligible." Grune said.

"I know who attacked…" Kushina muttered. Panthro and Jaga looked at her, and then she sniffed and turned to look at them. "It was the lizards!" She said. Everybody looked at her then at each other shocked and surprised.

"That's impossible…" Grune began, "The lizards are barbarians. They can barely defend their homes much less launch an attack that will annihilate an entire village." Grune said. Kushina was about to open her mouth, when Claudus spoke.

"Grune speaks the truth. The lizards aren't a threat to anybody. It might've been another animal, though what could cause such destruction is the problem…" Claudus said.

"I'm telling you, it was lizards! Lizards in giant machines!" Kushina said.

"Machines? There haven't been machines in centuries." Claudus said dismissively.

"I'm telling you th-" However, Jaga placed a hand on her shoulder, stopping her. She looked at him, and he shook his head. Kushina closed her mouth and walked away, heading back to the garden. Jaga let her go, and then he turned to Panthro and Grune.

"My lord… I believe that we should look into this, see if there are any others who might have suffered the same attacks…" Jaga said.

"Why waste our time and resources? We have to look to our own borders! If there's an enemy coming, we must be ready for an attack!" Grune shouted. Panthro turned to Grune, and then to Claudus.

"Grune does bring a point. If there's a threat out there, and this close, then we need to tighten our defenses." Claudus thought of it, and then he nodded toward Grune.

"Make preparations at once! Alert all soldiers! Make sure that there's a watch shift every 4 hours." Claudus commanded, the two generals bowed and left to make preparations. Jaga watched them go, and he turned, and then left, his mind racing.

-At the Garden-

Kushina sat, staring sadly at the fountain now, any feeling of hope or joy gone… how could she be happy? Her one love in life was dead, and now, she would have to raise her child alone… tears began to fall from her eyes again. She let them fall, nothing in this world could hold them back, and everything that seemed happy just made her sad. The world would burn and she would never notice. "It saddens me to see you cry my lady." Jaga said as he approached her. Kushina didn't respond. "You're pained… that much is clear… although, I would not mourn…" Kushina looked at him her eyes blazing with anger.

"And why not! I have lost everything! My home, my people, my life and…! And…!" The fire died, and she slumped onto the bench, her face in her hands. "Oh why… why must the fates be cruel…? Why take him of all things…" She whimpered. Jaga looked at her calmly, and then he sat down next to her.

"My lady, while I understand your grief, but just because you do not mourn them, does not mean you forget them. You honor them by living your day to the fullest and it's not just for them you have to live for." Kushina stopped sobbing, and she looked at Jaga, confusion in her eyes. "You have a child on the way, and I think he would not see his mother crying every day, regretting that she lived while others died." Kushina blinked a few times, and then she smiled slightly and rubbed her eyes.

"Yes, you're right! I can't give up… I have to keep living for our child's sake!" Kushina said, placing a hand on her stomach. She reached forward and hugged Jaga, who was cut off guard, but returned the gesture.

-1 week later-

Kushina was eating her food slowly and calmly. Since her stay, her condition had been worsening, forcing her to the bed pretty much every day. However, despite everybody's growing concern, she still smiled, and said she was all right, though it was getting harder to wave it off with her increasingly pale fur. When she did move, she felt incredibly sick, and often went to the bathroom to vomit. At first, there wasn't much concern, but when she began to vomit blood, she knew something wasn't right. She, however, did not suspect that it was the food. The food was fine, but something was making her feel deathly ill. She just had to find out what it was. She finished her food, got up, and was heading to her bed, when she felt bile in her throat and rushed to the bathroom to retch. She vomited everything she had eaten, blood mixing into the bile and she continued for 10 minutes before it stopped. Panting and gasping, she laid on the floor, her hand on her stomach, concerned for the unborn child. She was worried that her sickness would pass onto the baby, and it would die at birth. She finally managed to find the strength to get to her feet and she shakily went to bed. It was then that a thought came to her, and she stopped and went to the door to find Jaga.

-The following week-

Kushina could feel it. Even with her weakened and sick body in her bed, she could feel the contractions starting. Jaga was there, along with a doctor and Panthro and Grune. The Lord could not attend, due to lessons for Tygra, but he gave his condolences and congratulations. Panthro was holding her hand as she panted, trying to get air into her lungs as her body struggled to give birth to the kit. However, as she tried to do as the doctor said, she saw white, and she squeezed Panthro's hand as hard as she could to hold onto life for this last moment. She had to live if but a minute longer, she couldn't abandon her child now. "Almost there! Just a bit more!" The doctor encouraged, a thunderian cat with gray fur and a large moustache, he seemed to know what he was doing. Kushina strained her body, begging it to do one last push and it answered with a strangled cry. Panthro put a large hand over hers.

"It's over!" He said. Kushina opened her eyes, seeing bright lights, then her vision focused to see the doctor with the baby in hand, the umbilical cord cut already, and was now being wrapped in cloth.

"It's…?" She asked, the doctor looked at her, smiling.

"A boy… though, I wouldn't say healthy at the moment. I would take him to check his health, but you deserve to be with him before we go." The doctor said over the young kit's cries. Kushina looked at Panthro, who nodded, and released her hand. She held up her thin arms, and the doctor handed the baby to her gently. She held the baby to her breast, and looked at its wailing face. She could see slightly damp golden fur, and after some slight rocking the baby calmed a little and it began to nuzzle her chest, cooing.

"So beautiful…" she said, her vision blurring again… she didn't have much time… she knew that now, but she didn't care, even these few seconds were precious. She stroked the baby's large ears gently. She then inhaled deeply and raised her head, "His name is Naruto… Jaga… Panthro… please… make sure he is safe… Doctor… do what you can… I… don't have… the strength…" She said weakly, holding out the baby, the baby squirming and whimpering. The doctor took the baby and he left, heading for the medical ward to see to the baby. Panthro followed the doctor, while Jaga walked up to Kushina. He knelt down and placed a hand on the center of her chest. Kushina let out a sigh, and he then stood up and placed the hand on his own chest before walking away. Grune stood there, watching her, his face emotionless. "So… it was you… wasn't it? All along… it was always you…" Kushina said weakly.

"I don't know what you're talking about," Grune said turning.

"You may… lie all you like… but I know the truth… I'm surprised I didn't think of it earlier… but then, I guess… I was in no real state to worry about myself… My food… you did something, didn't you?" Kushina said, her eye's blurring even more, but focusing on Grune's massive body. He turned an evil smile on his face.

"Yes… I poisoned it… for the time you were here, save the first four days." Grune said, "You were up to no good… that I know. It's best I put you and your runt down now before you become a problem!" Grune said. Kushina laughed, and then coughed.

"You're lust for power… will be your downfall… you may have killed me… but my son will live… and when he learns the truth… you better pray he never finds you… the wrath of my race is not to be taken lightly…" Kushina said.

"That runt will not live past this day! That I promise you! I'll send him with you to the afterlife!" Grune said, and he walked out of the room, leaving Kushina on the bed. Her breath slowed, and her eyes were heavy… her body was like lead, cold, heavy, and unresponsive. As her vision faded, a light began to shine, and in the light, she saw a figure, a fox with golden fur.

"Minato…?" She said, unsure. The fox opened its eyes, which were as blue as the sky. The fox grinned and then the tail came… only one. Kushina looked at the fox, and then she understood "Naruto…" She said, smiling, "You… look… like… Mina… to…" she said, her voice now a whisper, her eyes closed, a smile gracing her lips. Kushina died. She didn't die in despair or sadness, but with happiness and hope for the future for her son.

-Medical ward-

The doctor was now examining the baby, his hand to its head, and his stethoscope against its chest, listening to the babies whimpering, its fur damp with sweat. The baby was running a severe fever, and its heart rate was elevated. If this kept up, the baby would die from fever and too much pressure on the heart. He had to lower the heart rate and reduce the fever somehow, but he was unable to think what could help. "Doctor? May I see the child?" Jaga said, the doctor turning to see Jaga and nodded. Jaga then reached into his cloak and pulled out a plant with blue petals and a red center. "Grind this plant and brew it with water… make two, one for a tea, and the other to soak in cloth." Jaga said, handing the plant to the doctor, who nodded, and ran off. Jaga turned back to the kit, it gurgled weakly, its arms tense on its chest, its small bushy tail on its stomach. 'This illness… it's not natural, however, what it is, I cannot be sure… but maybe…' Jaga pulled out a small dagger and he reached for the kits arm. He made a small incision, and reaching in, he pulled out a small jar, grasping Naruto's arm and squeezing it, allowing blood to flow into the jar. When the jar was half-way filled, he stopped squeezing, and he held up a finger. It glowed brightly, and he passed it across Naruto's arm, the wound sizzling, forming into a slight mark. Jaga then tucked the jar away, and turned in time to see the doctor coming.

"Here, what should I do?" The doctor asked.

"Take the tea and make sure the child drinks it, even if he coughs it up… he must swallow at least a cup full when he does, take the cloth, and lay it on his forehead. I'll leave him in your care, but I will send a cleric to watch the child and to report to me." Jaga said. The doctor nodded, and Jaga left to conduct a test of his own.

-In Jaga's quarters-

Jaga looked at the vial of blood on his table, his eyes narrowing. He then held up a hand, and it crackled with power, lightning dancing on his fingertips. "Let us see now what causes this ailment…" Jaga said, and he held his lightning crackling hand over the vial, which shuddered, and then shattered, the blood rising, also crackling. He then held up his other hand, and it sparked as well. He then pushed his hands apart, the blood shuddered, and then it began to move to the side, but as it did, a black speck remained in the center and hovered there. Jaga raised his eyebrow. "Poison? But how could he have been…? Unless!" Jaga stood up, his hands no longer crackling, got up, grabbing his staff, and he headed for Kushina's room.

-Several days later-

The cleric watched the young fox breathe gently, its breathing slightly ragged and its ears flopped about wildly. Other than that it was all right. It would occasionally coo and turn its head, but its face was otherwise peaceful. Then there was the loud sound of footsteps and the Cleric turned to see Grune walking forward. The cleric stood up and bowed. "General Grune," The cleric's voice was strong and deep, indicating a male.

"How's the child?" Grune asked.

"He is fine for now… he seems to be making a recovery…" Grune gave a snarl and turned to Naruto.

"May I see him?" Grune asked.

"I'm afraid not…" The cleric said, "I have been given orders by both Jaga and the Lord that no one is to see the child until he fully recovers."

"You dare deny me?" Grune said. It was then that the sound of rapid footsteps was heard. Grune turned to see multiple clerics entering the room.

"We are following orders… I suggest you respect them General." The first cleric said, Grune growled then he turned and left.

-A week later-

Jaga and Panthro watched the baby as it looked up at them, its eyes a deep blue like the new day. Naruto's condition had been fully stabilized a few days ago, and he had opened his eyes two days after that. Panthro smiled at Naruto, who giggled and moved, rocking back and forth in the wraps that covered him. "Well, he has no fear, that's for sure," Panthro said.

"Indeed… he will be strong… but I fear he will be lonely… after all, rumors are stronger than facts in this day and age." Jaga said somberly.

"You're right, what are we going to do with him? We can't give him to some random cat… they'll mistreat him." Panthro said. Jaga put a hand on his chin, stroking his beard. Naruto giggled, and the wraps moved showing his arms and hands. Jaga looked at Panthro, and Panthro sensing the gaze, looked up. They stared at each other, and then Panthro's eyes widened. "Oh no! No, no, no, no! You cannot be serious!" Panthro exclaimed, his hands up.

"Why not? He seems fond of you, and if he is under your care, you can teach him how to defend himself… I believe under your guidance, he'll become a great warrior." Panthro looked a bit skeptical.

"Him? He's a twig! I bet he would barely last a day!" Panthro said.

"Your eyes deceive you… I see a great well of potential, and a being of great good… however, he will not know of it on his own." Jaga said. Panthro stared at Jaga, and then he sighed and rubbed his head.

"Fine… I'll raise him, but how do I do that? I've never had kids!" Panthro said.

"Ask Claudus…" Jaga said, and Panthro's face fell.

"This is hopeless!" He said. Naruto had been watching the two talk quietly, his eyes going between them as they talked, his ears twitching. Naruto looked up at Panthro, and then he giggled, and his arms managed to pop out of the wraps, and he reached up to the giant cat. Panthro looked confused. Jaga then chuckled and grabbed Naruto, and held him up to Panthro. Panthro grabbed the kit, holding him out at arm's length. Naruto blinked, and then he giggled and held out his small arms, waving them at Panthro. Panthro gave a nervous chuckle, "He's… cute?" Panthro said, unsure. Jaga laughed, and he headed out, going to the throne room to inform the lord.

-9 years later-

9-year old Naruto stood, and in his hand was a long sword, which he held firmly with both hands. He was standing in a room filled with weapons, and before him was Panthro, who was standing with his arms crossed over his chest. Naruto had grown rather quickly, and was developing at an impressive rate. His tail was large, like a giant golden brush with a white tip. His fur was golden yellow, when it was in the sunlight it shone like precious metals. He had blue eyes that were a dark sky blue. His large ears were triangular, and stood at the top of his head. On his head, was a spikey mess of hair, also a golden yellow. He currently wore an orange, sleeveless shirt with the thunderian symbol in the center, and black slacks that was ripped near the bottom. "Right, now let's see your skills," Panthro said. Naruto nodded, and he ran forward, swinging his sword in various directions. The movements were strong, but there was hesitancy in each swing. Panthro saw this, and he held up his hand. "Stop…" Naruto did, and looked at Panthro, confused. "Why are you hesitating? What are you afraid of?" Panthro said Naruto was silent and he looked down.

"I… I don't know…" Naruto said. He had a quiet voice, however, Panthro knew it was louder than most normally. Panthro watched Naruto, and then he unfolded his arms and walked forward, putting a hand on Naruto's shoulder.

"Look Naruto, it is okay to mess up. I'd rather see you swing and mess up than stay rigid and fearful. Sometimes you might not move the way you intend, but what matters is what you do to make up for it." Naruto nodded, his head still lowered. "Well I know that you mastered the sword already… so let's try a different weapon. What haven't you used?" Panthro said.

"Umm… A spear, nun-chucks, staff, great swords, axes, and a double edged sword," Naruto said.

"Hmm, pretty much weapons that are too big for you at the moment…" Panthro said, Naruto's face flushing.

"I can use them! I'm big enough!" Naruto said, indignant.

"I'm sure you could, but let's wait till you're older, all right? Just to be safe," Panthro said.

"But…!" Naruto began.

"But nothing! Now we'll call it a day… go see the princes. I'm sure that they'll want to play." Panthro said. Naruto stared at Panthro, and then he nodded. Panthro walked away, Naruto watching him go, and then walked out of the room, heading for the courtyard where the princes would be.

-Near the courtyard-

Naruto walked in through the white marble stoned area, surrounded by corridors and pillars, in the center was a fountain also of white marble. Near the fountain, prince Tygra and prince Lion-o were practicing their sword skills with wooden swords, and watching them was Grune. "Don't hold back Tygra! You're stronger, faster! Use your advantages!" Grune shouted. Tygra leapt into the air, and he swung his sword, knocking Lion-o's sword out of his hand. "Excellent!" Grune said, "Now continue your training and remember: what you cannot earn can always be taken!" Tygra smirked at this and Lion-o looked at Grune confused. Naruto then walked forward and the princes turned to Naruto.

"Hey guys!" Naruto said. Lion-o smiled and waved at Naruto.

"Naruto!" Lion-o said. Tygra smiled and put a hand on his hips.

"Whatcha up to?" Tygra asked. Naruto shrugged.

"Just finished training, wanna play?" Naruto asked. Tygra and Lion-o smiled and nodded, and were about to move when they heard footsteps. They turned to see Claudus with Panthro heading toward them...

"My two finest warriors," Claudus said. "I know what you're waiting to hear," Claudus said, both Grune and Panthro looked expectant. "I have chosen Lynx-o to be the General of the Army." Claudus said, both Grune and Panthro looked shocked.

"Lynx-o! But he has less experience than either of us!" Grune said.

"That's why I'm keeping you two together for another much more important task." Claudus said, and he pulled out a scroll and unrolled it. It showed a drawing, "The Book of Omens," Claudus said, "I believe it's more than a legend, and if anyone can find it, it's you two. I hope you understand." Naruto, who had been listening intently looked at Panthro, his ears twitching. Panthro looked at Naruto, and then at Claudus.

"Our role is not to question your highness…" Panthro said, while Grune folded his arms and looked away growling. Claudus nodded, and he bowed to them.

"Thank you… now I believe you better get prepared. It's not an easy journey you're about to take." Claudus said, and he walked away.

"We better get ready, looks like we're up for quite the walk." Panthro said, Grune was quiet. Panthro walked away and Lion-o and Tygra ran after their father, leaving Naruto and Grune alone.

"What's going on? Is Panthro leaving Thundera?" Grune glared at Naruto.

"Get out my sight insect!" Grune said harshly, and he walked away, leaving a confused Naruto.

-Panthro's quarters-

Naruto watched distraught as Panthro began to pack away his gear. "You're leaving!" Naruto said. Panthro glanced at Naruto, and then went back to packing.

"I have to…" Panthro said, somberly.

"Why! You can't go!" Naruto said.

"I was ordered to by the king, I cannot disobey…" Panthro said. Naruto stared at him then tears began to fall down his face.

"NO! YOU CAN'T GO! I DON'T WANT TO BE ALONE!" Naruto said, and he ran to Panthro and grabbed his leg tightly. Panthro stopped and looked down at Naruto.

"Let go…" Panthro said calmly, but Naruto shook his head and clung even tighter.

"I'm going with you!" Naruto said stubbornly.

"I said let go!" Panthro shouted, Naruto did release and grabbed his ears his head lowered and his tail wrapping around him he shuddered. Panthro sighed, and he crouched and placed both hands on Naruto's shoulders Naruto sniffed tears falling down his face. "Look Naruto you're still growing into a fine young soldier… you've made me prouder than anybody… So look I have a job for you… While I'm gone I want you to watch over Lion-o and grow up to be as strong as you can you can use the other weapons… So don't disappoint me! Got it?" Panthro said, Naruto sniffed then nodded. Panthro looked at Naruto then he did something surprising he hugged the young fox. "Make me proud…" Panthro said and he released Naruto and grabbing his gear he grabbed a cape and walked away. Naruto watched him go then he rubbed his face with his arm and said.

"Just you wait and see! I'll be even stronger than you!" Naruto said Panthro raised a hand and he walked through the door heading for the front gate.

-The Front Gate-

Naruto stood next to Jaga, who watched Panthro and Grune walk away, hundreds of other cats watching them go. Lion-o, Tygra, and King Claudus waved to the two as they walked away, but Naruto watched them go frowning. Jaga put his hand on Naruto, who looked up at him. "I will look after you while Panthro is gone." Naruto was quiet, "Is there something wrong?" Jaga asked.

"Can I still train?" Naruto asked. Jaga blinked, and then he laughed.

"But of course! Although, I will train more than just your body… I will also train your mind and spirit… For a healthy body requires a healthy mind! Now come, we must begin." Jaga said, and he grabbed Naruto's shoulder and led him away. Naruto looked back, it would be the last time he did that for a long time…

-10 years later-

A hooded figure was walking down the slums, near him was a small cat-like creature covered in red scales, with a cat face, and large red ears with furred tufts. The hooded figure walked, and then the sound of crashing and the whimpering of a dog were heard. The hooded figure turned to see a group of cats assaulting a dog. "That's right, pay up or get hurt!" A large brawny cat said with two swords strapped to his back, a giant hand grasping the dog's throat. The figure walked forward, the small creature grasping his cloak with its paw, making a sound.

"No, he's not a cat Snarf… but no one should be treated like that!" Said the calm and cool voice from underneath the hood. The large cat turned to the figure.

"What are you looking at!" The giant cat asked.

"Whiskers…" The hooded figure said, the large cat and his goons surrounding the figure.

"You gotta pay too! In the slums everyone is a dog!" The cat said.

"I have a feeling it's going to be you that has to pay!" The hooded figure said, his hand coming out to grab the cat, and he lifted up, sending the cat flying. A lithe female cat drew a dagger, snarling, ready to swing to cut the hooded figure. However the figure grabbed her arm and hit her with an open palm strike, she fell to the ground unconscious. It was then the shortest came at him, a dagger in his hand, but the hooded figure spun his extended leg, a powerful spin kick hitting the cat in the face, sending him sprawling to the ground. The fourth cat charged, his scimitar ready to plunge the blade into the figure. Snarf was running in between the cat's legs, the cat preoccupied by avoiding Snarf eventually tripped, falling onto the ground, while Snarf was launched into the air and came down on the cat's helmeted head, and landed on the ground looking surprised. "Nice going Snarf!" The figure said. Snarf gave a type of mew of pleasure, and then looked worried as the large cat grabbed the figure from behind, one huge arm on the figures neck; the other held up to lock the hold.

"Now, I'm going to gut you like a fish!" The cat said. The figure snarled, trying to break free from the iron grip, and then it loosened as there was a loud 'Thwack!' and from behind, another figure stood, cloaked in darkness, spinning something in the air, and then holding it still.

"Well now, who do I thank for the assist?" the figure said, turning to the stranger who walked into the light, showing a female cat with long blond hair with brown spots. She had unique reddish circles near her eyes which were light brown. She wore brown top, brown shorts, and had small disks near her ankles and wrist. In her hand was a staff. She looked at the figure.

"Cheetara" she replied simply. The figure looked shock, then he spoke.

"Hello there!" Then he cleared his throat and spoke in a deeper voice. "Hello there…"

"I don't think the king would find it fitting that his son was wrestling with alley cats…" Cheetara said. The figure pulled down his hood to reveal the spiked red hair and teal pupils of Prince Lion-o.

"He's the prince. Scatter!" The large cat said, him and his minions running.

"Ha… it's my dirtiest cloak and it's still a bad disguise!" Lion-o said, tugging on his cloak and shrugging. "Though I'm surprised that you helped me, I thought it was someone else!" He said.

"What's so important you'd risk your life coming here?" Cheetara asked. Lion-o was about to respond, when a hooded figure crept behind him, and from his cloak, two swords came out. Unusual swords that were flat on one end and bladed on the other. Also they were long, at least 7 feet. He held one to the princes neck, and the other to his heart.

"You're getting careless prince… I thought the king taught you better…?" A calm voice said. Cheetara was about to move, when the figure leaped back his swords going back into his cloak. Lion-o however didn't move or flinch during the whole debacle.

"Geez, how can I expect something like that Naruto?" Lion-o said rubbing his neck where the blade was Cheetara paused.

"Wait, that's Naruto?" She asked. The hooded figured pulled his own hood down and revealed the young and cheerful face of a fox. Like the dogs, Naruto the fox had a slight snout, but his face was flatter than the dogs, making him look like a cat. He had golden fur, and bright blue eyes, on his head was a spiky mess of gold hair. Under the cloak, he wore an orange vest and black shorts that were ripped near the hem, with red orbs on his wrist and ankles, and the Thundera symbol on the center of the chest plate. Wrapped around his waist were sheathes, where the two swords were.

"Yo! Cheetara! How's it going?"

"Fine… Last I checked you're supposed to guard the prince, not put his life in danger." Cheetara said, lowering her guard, and smiling at the fox.

"Yeah, true… but the best way to protect is to attack sometimes! Keeps their guard up." Naruto said.

"You two know each other?" Lion-o asked.

"Cheetara and I met some years back… she's pretty good with a staff, nearly beat me a few times." Naruto said.

"Don't push your luck… I'm getting closer." Cheetara said smiling gently.

"Yeah, yeah… speaking of pushing lucks, shouldn't you be somewhere Cheetara?" Naruto said.

"Shouldn't you two be somewhere? Why are you here anyways?" She asked.

"Think she can keep a secret?" Lion-o asked.

"Yeah, she shouldn't be here anyways, so she's in as much trouble as us." Naruto said.

"Ooook… shall we go?" Lion-o asked, putting his hood back on and walking.

-In the Cat's Lair-

Claudus, Jaga, and Tygra sat in the audience chamber, waiting, Claudus tapping a claw on his arm rest. "He knows how important today is! Where is that boy Jaga?" Claudus asked the head of the clerics.

"Be easy on him Claudus… Remember when you were his age? Your father was never pleased with you." Jaga pointed out patiently.

"I never neglected my duties as prince! Why can't he be more like you Tygra?" Claudus said, turning to Tygra.

"You're asking for the impossible father…" Tygra said simply.

"Didn't you send that fox to watch after him Jaga?" Claudus asked, turning to Jaga.

"Yes… But I never instructed him to bring the prince back, only to make sure he didn't get into trouble." Jaga said. Claudus growled and he closed his eyes, pinching the bridge of his nose.

"Those two will be the death of me!" He said harshly.

-In the slums-

Lion-o walked forward, heading down a gorge where shops lay against the walls. Naruto and Cheetara followed him, Naruto with his hood up. Lion-o came to a shop and a dog came out. "Lion-o, Naruto! Come in, come in, I got something that should interest you both!" The dog said, and he went back into his store. Lion-o looked at Naruto then at Cheetara.

"Jorma here sells certain uh… Collectibles…" He said.

"You mean black market items?" She corrected.

"Not exactly… You'll see inside!" Naruto said, and he entered the shop along with Lion-o. Cheetara sighed, and then entered as well. As she entered, she saw various strange objects that she had never seen before.

"What is all this?" She asked.

"It's what's out there, beyond Thundera's walls!" Lion-o said. Looking around at the stuff, he grabbed an item and tossed it to Cheetara. "What the Book of Omens calls… technology."

"Doesn't everyone think that's just a fairy tale?" Cheetara asked. Naruto sighed, shaking his head.

"I would've thought you of all people would've understood… What are foxes?" He asked pointing to himself.

"True… but you're proof that they existed." Cheetara said. It was then that Jorma walked to his table, which had a cloak on it, and he pulled it off.

"You think this is a fairy tale?" Jorma asked, a small device lay with a circular design, screws coming out diagonally, and in the center was a type of bar. Lion-o picked it up, and he examined it, Naruto looked at it as well.

"I think it's just junk people like you sell to people like him!" Cheetara said. Jorma looked at Lion-o.

"As cubs we believed tales about ships that could fly. Maybe everybody else grew out of them, but I didn't! I know there's a bigger world out there." He said, his eyes becoming glossy, and then he blinked and looked at Cheetara. "You think I'm crazy, don't you?"

"I think you're… different." She said cryptically, it was then a bell rang, Lion-o froze, and then turned to Naruto.

"Aren't you supposed to make sure I get to where I'm supposed to?" Lion-o asked.

"Noooo… I'm supposed to protect you, it's not my fault you can't remember your appointments!"

"You're an asshole!" Lion-o said, and he tossed a coin to Jorma, and then he ran out, heading for the palace.

"Right, so see you later Cheetara?" Naruto said.

"Hmmm, don't be late, I'll be making something special today!" She said, and she ran out of the store, speeding away.

"Hmm I better get going myself! Later Jorma!" He said, and he also hurried out.

-The Cat's Lair-

Tygra yawned as the sounds of footsteps were heard, and from the far end, Lion-o came into view. "Sorry, sorry, sorry!" Lion-o said hastily. Claudus glared at him, and then he turned to Jaga.

"Let us begin this sacred rite of passage Jaga." Claudus said. Jaga nodded, stood up, and raised his staff into the air.

"Guardians of the crown… bring forth the Sword of Omens!" he said, and from the entryway, several cloaked and robed figures walked forward, the one in the forefront holding something in its hands. The object was covered by a cloth, and as they walked forward, Naruto appeared by a pillar, and he winked at Lion-o, who saw him and gave a sheepish smile before turning back to the clerics. When the lead cleric walked forward with the object, Tygra winked and the cleric looked at him.

"Are you flirting?" Lion-o quietly asked, but Tygra didn't respond, just smirked.

"While you will one day wear the crown Lion-o," Jaga began, and he grabbed the cloth and pulled it off to reveal the Sword of Omens, a long sword with a red jewel near the hilt. "Only the Eye of Thundera, the source of our power, knows if there's a king inside of you. Take the sword, and become one with it." Jaga said. Lion-o nodded, and he grabbed the sword. He looked at it, marveling at its light weight. He walked to the center where the symbol of the Thundercats was.

"You now hold what built the Thundercat's Empire, but only he who has been deemed worthy can harness its awesome power!" Claudus said. Lion-o swung the sword experimentally. "Let me show you what it's capable of in the proper hands." Claudus said, walking forward, Tygra next to him, a sword in his hand. Claudus snatched the sword from Lion-o's hands, Tygra, standing next to Lion-o, turned to Claudus.

"Uh oh, catch!" Tygra said, tossing the sword in his hand to Lion-o, who caught it. Then Claudus turned, and raised the sword as he swung the Sword of Omens violently at Lion-o. Lion-o barely had time to react as the sword clashed against his own, sparks of electricity flying as the two clashed, knocking Lion-o back. Claudus then swung the sword downward, but Lion-o was ready, swinging his to clash against the Sword of Omens, electricity sparking between the two.

"The Book shows that it was our ancestors, the Thundercats, who defeated Mumm-ra! It was the Thundercats who brought law and order to a world of warring animals! And now, it is the Thundercats who are strong enough to maintain this fragile peace!" Claudus said, attacking Lion-o while he spoke, who parried each blow skillfully. Claudus then raised the Sword of Omens over his head and brought it down for a powerful downward slash. Lion-o blocked it, but the sheer strength of the blow sent him sprawling. Claudus stabbed the sword into the center, thunder sounding and sparks flying from the blade. Lion-o and the others watched this awesome display of power. Lion-o stood up and grabbed the sword, holding it up and feeling its weight and power. He grabbed it with both hands and began to swing the sword to and fro, releasing electricity from the sword which started as small sparks but grew to larger, more powerful bolts. "That's it! Concentrate!" Claudus said. Lion-o continued to swing the sword, growing more and more accustomed to it, his body smoothly flowing from one move to the other. He finished with a stab, the sword crackling with power as he stood in the center of the Thundercats symbol, and he held the sword down. He then held the sword in front of him and aligned it near his face, the hilt guards extending and the jewel formed an eye. Lion-o's eyes then began to glow with light and he felt his gaze extending to a distant place, and he saw a red pair of eyes and a wrinkled face. He pushed the sword away gasping. "Lion-o? Why did you stop?" Claudus asked. Lion-o turned to him.

"I…. saw something…" He said quietly, while Jaga walked forward.

"Tell us," He said, sounding curious. Lion-o looked uncomfortable.

"Um…" He said, looking around, and then there was giggling. "That!" he said, and he ran to a window where two female cats, were walking, Claudus and Jaga followed. "Ha meow!" He said forcefully. Claudus looked disappointed.

"The sword is ready Lion-o, but you are not…" Claudus said, grabbing the sword from Lion-o. Lion-o watched sadly as his father walked away. Jaga walked next to Lion-o and gave him a meaningful look.

"What? I didn't see anything!" Lion-o said.

"And I did not say anything." Jaga countered. Naruto walked to Lion-o and put a hand on his shoulder.

"Ah don't worry about it… it's not like this will go against you permanently." Naruto said. Lion-o didn't say anything.

-On Thundera's walls-

Snarf was sleeping peacefully in one of the warning horns of Thundera. "Something approaches! Sound the alarm!" A guard yelled, and then the massive horn was blown, startling Snarf and sending him into the water below.

-In the Cat's Lair-

Claudus observed outside the walls with a telescope, and he saw a large item being pulled by many figures, and atop was… "It can't be!" Claudus said, laughing slightly. "At long last!" he said triumphantly.

-Thundera's Gates-

The great gates opened, the three Royal Cats coming out on their steeds, and running alongside them was Naruto, his body low and his arms behind him for more speed. They stopped at the bridge to see a large amount of lizards pulling a large rocklike object and on top of the rock was Grune looking triumphant, his arms folded across his chest. Tygra urged his steed forward, so it pulled ahead of Lion-o and Claudus. Tygra then halted it and he leaped off. "Grune!" He shouted overjoyed.

"I come bearing gifts! I know it's not much now, but wait until the Thunderian stone cutters are done with it!" Grune said, and he leaped down just as Claudus and Lion-o arrived. Claudus dismounted his steed.

"Are you a sight for sore eyes old friend!" Claudus said, embracing Grune who returned the embrace. They pulled back, Claudus looking around expectantly. "And where is our dear friend, Panthro?" Claudus asked, but Grune shook his head pityingly.

"He fought valiantly, alas; he fought against a force that was even too powerful for him to overcome." Grune said, and he pulled a bag from his belt and pulled out Panthro's famous nun-chucks. Naruto, who had been watching and listening, stood there disbelieving. He didn't say anything though, and watched Grune calmly. "It is only through his sacrifice I stand before you today." Grune said, and he handed Claudus the weapon, and Claudus took them.

"Tomorrow, we will mourn this great loss. But today, we will celebrate the return of Thundera's greatest general!" Claudus said, putting a hand on Grune's shoulder, and walking back to Thundera, both talking to each other. Lion-o dismounted his steed and looked at Naruto.

"I'm sorry," He said. Naruto blinked and looked at Lion-o.

"Huh?" He asked.

"About Panthro. You looked up to him for a long time, and if anybody was waiting for him to return, it was you." Lion-o said.

"Yeah… At least he went out fighting… that's how he would've wanted to go." Naruto said, and he turned and headed back to Thundera, Lion-o watching him go, frowning.

-Later that night in the city center-

"It was many seasons ago, that I sent Generals Grune and Panthro to find the fabled Book of Omens. While the book remains lost, Grune has returned with tales of adventure, great treasure, and new lands to conquer." Claudus said. On a rooftop, Naruto sat on the ledge sideways, one foot was dangling, and the other was bent diagonally. He was lying on his back, idly looking at the sky. "Today, we show our appreciation," Claudus said, Grune stepping up as the people below began to cheer. Music began to play and cats began to dance to the music.

A large cat was eating a leg of chicken, when he felt something pulling his cloak. He turned to see two young cats looking at him, one a boy wearing a cloak of his own and light yellow coat of fur, the other a girl with unique red and black hair that was pulled back into a small ponytail. "Good evening sir! WilyKat and Kit at your service! Perhaps my sister and I can interest you in a melodic melody?" The cat glared at them.

"Scram you filthy street urchins!" The cat said.

"Oh but I am quite good, and you only need to pay if my gentle songs mousers your caring heart!" She said, holding up a strange ring like instrument with blow holes like a flute. She held it to her lips, and began to play, a wonderful song coming from it.

"I said- uuhhhh… Your music is lovely… as the day is long." The large cat said, looking groggy, and he even began to dance while Wilykat rummaged through his bag, pulling out a fish's remains.

"Ew… what does he keep in here?" He asked as he threw the fish away and he reached in, pulling out the remains of an apple, tossing that, and then he reached in again, and a jingle was heard as he pulled out several gold coins. "Oh, here we go!" Wilykat said, and pocketing the money, he ran as his sister finished playing the song. The cat blinked, and then he turned to Wilykit.

"I said scram kids!" He shouted.

"Of course… sorry to bother you." Wilykit said, bowing, and then she followed her brother. They grinned at each other as they ran away from the party. They continued to run until something grabbed them by their collars.

"Hey! Let me go! We didn't do anything!" Wilykat said struggling.

"You guys are lucky it was me who found you guys… had it been a guard or the King, you would have no hands." Said a calm voice. The two stopped struggling, and looked to see Naruto frowning at them.

"Oh, hey Naruto… we were just taking enough to get something to eat." Wilykit said.

"If you guys wanted something to eat, you could've just asked me you know. I have no problem giving you guys food." Naruto said.

"Well… we didn't want to bother you, what with everything that happened." Wilykat said.

"Guys, if you're worried that I'll get mad or something, don't be. I've already dealt with it." Naruto said, and he released the two. "Now give me the money." Naruto said, holding out his hand. The two sighed, and reluctantly gave Naruto the coins, who pocketed it and gestured for them to follow him, which they did.

-In Naruto's secret cave-

While Naruto was under the care of Jaga, he would explore the rock faces behind Thundera, and eventually he found a cave. The cave had a good view of the castle and the surrounding city, and in the cave, he kept various weapons and supplies inside that he would stock up on when the King paid him for his services. Naruto was known for his big appetite, in particular, for a recipe of his own known simply as Ramen that he himself suddenly created one day. He had enough of the ingredients to make several hundred dishes of the stuff, along with some other food that he kept stored. Due to the nature of the cliff, he was able to store various ingredients in the cold with little chance of them rotting or decaying. However, it was harder for one to breathe, so practically no one came to visit. Only Lion-o, Wilykat, WIlykit, and Cheetarah ever visited. Naruto walked inside, and began to prepare something for the three of them to eat. He quickly got some meat, and heading to a stone stove, he lit the fire, and began to cook for the pair who waited quietly. Naruto was done in the time span of a minute, and he walked to them, two large slabs of meat on separate plates in hand. "There you go guys… now if you'll excuse me I got to go see Lion-o, the games are starting soon." Naruto said, leaving the two to gorge on the meat.

-In the Coloseum-

"These games are dedicated to an outstanding general, and a loyal friend, who gave all he had in the name of Thundera!" Claudus spoke, a goblet in his hand, and then he held it up for a toast. "To Panthro!" He said, Grune, Lion-o, and Tygra following his motion. The people cheered as the games began, Lion-o and the others watched as two cats initiated the games, which were a test of strength, ingenuity, and courage. The goal was to ring the giant bell before the other did. As they watched, Lion-o turned his head to see Naruto standing to his left, watching the games calmly.

"Glad you could make it!" Lion-o said.

"Heh, I wouldn't miss this for the world!" Naruto said, grinning slightly. The bell rung as a cat knocked his opponent into the water, signaling his win.

"Ah, it's truly the little things you miss most." Grune said.

"I imagine it was the experience of a lifetime." Claudus said.

"When you were out there, did you see any technology?" Lion-o asked Grune.

"Don't ask him stupid questions Lion-o…" Tygra said.

"I see nothing has changed Claudus… one son with his head on his shoulders, the other with his in the clouds!" Grune said. "I'm afraid Lion-o I came across all manner of beast and warrior, but nothing even resembling technology. We did everything we could to find the book." Grune said.

"Perhaps what the skeptics say is true… the book's existence is no more real than its stories of technology or Mumm-ra." Tygra said, Grune laughed at this.

"I see so much of me in you. You would've made a great king! Ah, but such honors must be reserved for the bloodline!" Grune said, putting his arm on Tygra's shoulder.

"Lion-o also will make a great king!" Claudus said.

"Of course he will… I would've just made a better one!" Tygra smugly said. Lion-o growled, glaring at Tygra.

"You're just so perfect aren't you Tygra?" Lion-o said angrily.

"Thank you Lion-o!" Tygra said.

"Too bad you're afraid to get your tail kicked in front of your favorite hero!" Lion-o challenged.

"Now's not the time!" Tygra said, standing up. Grune then chuckled, and pointed at the coliseum.

"Now is the perfect time!" he said. Lion-o and Tygra looked at each other, and then they jumped down into the stage, the people cheering for them. Lion-o then turned to Naruto.

"Hey, come on down!" he said. Naruto smiled, and got on the edge, but then there was booing, and Naruto stepped back.

"I think its best I stay here!" Naruto shouted back.

Grune leaned close to Claudus muttering, "It's best he stays out… he would've cheated anyway." Grune said, though Naruto didn't hear it. Naruto watched as Lion-o and Tygra waited for the start. Then, the horn sounded, and the two launched themselves, climbing the large knotted tree. Lion-o had the lead, but when Tygra jumped, Lion-o stopped and kicked at Tygra, who grabbed Lion-o's foot, and punched Lion-o, knocking him off the branch he was climbing, into a lower branch. He recovered, and caught up with Tygra. He kicked at Tygra, who blocked the blow, and Lion-o responded with a punch, hitting Tygra in the cheek. Tygra responded with a spinning kick, hitting Lion-o in the face, sending him back down. Tygra leaped on the branch, holding the bell, and looking down at Lion-o. He then shouts.

"When it comes to everything but the crown, you'll always be second place!" He shouted, and Lion-o ran forward, his arm raised and ready to punch Tygra. But Tygra hit him first with such strength, it sent Lion-o into the water.

"Lion-o!" Naruto yelled, and he jumped off the balcony and dived down into the water after Lion-o, ignoring the crowds booing. Lion-o resurfaced with Naruto holding onto him, even as the bell rang.

"You're going to need your bodyguard for the rest of your life at this rate!" Tygra shouted. Naruto, who looked at Tygra, bared his teeth snarling. Naruto then turned to Lion-o and swam out of the water, taking Lion-o with him.

-Back in the Cat's Lair in a balcony over viewing the party-

Lion-o stood, the device he had gotten from Jorma in his hand, looking at it sadly. On the edge was Snarf looking at him, and Naruto who stood next to him leaning on the ledge, a sad smile on his face. "It's official, they think I'm a failure and they always will unless I can prove to them that I'm not chasing some childish fantasy." Snarf mewed, "But how can I do that when even Grune said there was no tech out there!" Lion-o said, frustrated. Naruto listened silently then he turned to Lion-o.

"Who cares what Grune said? Maybe he didn't look hard enough, or went to the wrong places to find technology! Maybe it is out there, and when we get out of here, we'll look everywhere for it! Cheer up man, one loss doesn't automatically make you a failure! Come on dude, cheer up!" Naruto said, and Lion-o smiled at this.

"I concur with Naruto… do not let Grune's failure to see stand in the way with what you believe." Lion-o hid the device behind his back. "The book tells that our greatest king will possess sight beyond sight." Jaga said.

"You mean like having visions?" Lion-o asked.

"More than that Lion-o, it's the ability to lead with clarity, for sight is useless without action." Jaga said, Lion-o considering those words.

"There's something I need to talk to you about Jaga." Lion-o said, but Jaga put a hand on Lion-o's shoulder.

"There will be time to talk later… there's a party still going on! Enjoy yourself!" Jaga said smiling.

"Thanks Jaga." Lion-o said.

-Sometime later near the brigs-

Cats were standing in front of the two captured lizards, waving torches in their faces, jeering at them. The lizards hissed at them, and cringed at the flames. Lion-o, Naruto, and Tygra walked up to the sight. "We can't let this happen!" Lion-o said, but Tygra grabbed him.

"Why? They're our greatest enemy Lion-o!" Tygra said. Naruto growled, and then he walked forward.

"For all your perfection Tygra, it appears you still have a flaw!" Naruto said, walking past them, and pushing past the mob and standing in front of the lizards, his arms outstretched. "Hey! That's enough! What's wrong with you, it's not enough that they're tied up like that? Would you like it if they treated you that way!" Naruto shouted.

"What's it to you! Were the conditions reversed, they would've killed us on the spot!" a cat said.

"Wait a minute! He's a fox! He must be a spy working for the lizards! He should be strung up with the rest of them!" Another cat said, walking toward Naruto, who reached for his blades, drawing them slowly.

"Hey! If you pick a fight with my friend, you pick a fight with me!" Lion-o called as he pushed past the crowd and stood next to Naruto.

"The Prince siding with a fox! The fox must've cast a spell on him!" Another cat shouted. It was then a pained groan was heard, and Tygra pushed past them.

"You just had to pick a fight with them, didn't you Naruto?" Tygra asked.

"Shut up and get ready to fight!" Naruto hissed. They stood there, glaring at the crowd, and then suddenly, someone leaped in from overhead. Naruto recognized the lithe figure as Cheetara, who landed on the ground, her staff in hand. "Well, good to see you too Cheetara!" Naruto said.

"Well, I was just minding my own business, when I saw you stirring up trouble as always…" Cheetara said.

"A likely story," Lion-o said. Tygra raised an eyebrow at this, and turned his gaze to the mob.

"GET'EM!" A cat shouted, and they charged. Tygra reached for his side, pulling out a double tailed whip. He swung it, the whip tails hitting the ground in front of the crowd, making them falter. Tygra retracted his whip, smirking, but the crowd looked at each other, and then they charged again. Tygra swung his whip hitting the ground.

"Now you see me!" He then flickered and then vanished. "Now you don't!" he said. They stopped, looking around for him. Tygra appeared behind one, and he punched the cat, sending him rolling into a wall. Cheetara readied her staff, spinning it in the air as cats charged her.

"Try and catch me!" She said, using her natural speed to blast past the cats, swinging her staff to knock them back. Eventually, she stopped, and began to knock them back en masse. Naruto held his sword so that the flat side of the blade was facing the cats.

"You think you can beat me? Just try it!" Naruto challenged. The cats charged him, and Naruto swung his sword at a cat, slamming the side of the sword into the cat's face, knocking him to the ground. Naruto continued to swing his twin swords, aiming for the joints of the cats to deal as little damage as possible while disabling them. His skill was superb as he went from one to another fluidly. A cat attacked Lion-o, but he blocked the attack and elbowed the cat in the face. He reached for another cat, grabbing his collar ready to punch him.

"Lion-o!" A voice cried, and Lion-o stopped and saw his father with Grune and some guards. "What is going on here… protecting lizards?" Claudus asked. Lion-o was about to speak, when Tygra spoke up.

"This was Naruto's fault… he was the one picking a fight!" Tygra said. Lion-o growled at Tygra as Claudus turned to Naruto.

"I trust you have an explanation?" Claudus asked.

"You guys hate the lizards… so why be like them? You torture these lizards for what? Living! All beings have a right to live, whether big or small, lizard or cat! Let them go… doing so would show that you're not a cold-blooded killer. Or do you wish to be seen as a Tyrant?" Naruto said. Claudus looked at Naruto carefully, stroking his mane. He then turned to one of his guards.

"Release them!" He ordered, and the guard nodded. He went to the stocks, and unlocked the locks and raised the beam holding the lizards. He and his fellow guards left, and Claudus then said. "Let this be a show of peace between the species!" Claudus said, and he then turned to Naruto, "You! Come with me…" Naruto nodded, and he looked at Lion-o, smiling, and then went with Claudus and Grune.

"Wait! Where are you taking him!" Lion-o asked. Claudus stopped and looked at Lion-o.

"That is none of your concern!" he said, and he continued to walk away.

"'None of my concern?' The hell it is! He's my friend, I'm coming with, whether you let me or not!" Lion-o said, and he began to follow Claudus, when Naruto stepped forward.

"Lion-o… relax nothing… bad is gonna happen! I swear to you!" Naruto said.

"No! This happened in the past, and each time, it has you say the same thing! I need to see this myself!" Lion-o said, defiant. Naruto sighed, and he looked at Claudus who nodded.

"Fine…" Naruto said, and he walked with Claudus, Lion-o following them, and Grune let them walk away. Tygra and Cheetara walked up to Grune.

"What's going on?" Cheetara asked. Grune looked at her, and then he smirked.

"He's taking the fox for punishment." Grune said.

"Punishment! What for!" Tygra asked.

"For attacking a cat!" Grune said as if this was obvious Tygra and Cheetara looked at each other.

-In the Cat's Lair dungeons-

Naruto walked down the steps, and he looked at the cells, seeing the prisoners there, mainly lizards, a few delinquent cats, and some dogs. Naruto passed them all, some of them looking at Naruto pityingly. Naruto nodded, and Lion-o looked at them, while Claudus ignored their gaze. Naruto then walked up to a door at the end of the hall and he knocked on it. There was a sound like metal sliding, and then the sound again, and the door opened. The one that opened the door was a large bulky cat, his face hidden by a hood, and he waited for Naruto and Claudus to enter. He was about to close the door, when he saw Lion-o. "He can enter!" Claudus said. The cat stepped back as Lion-o entered, he then saw it. The room was long and spacious, at the far end was a wall, and before the wall were two posts with straps on the top. Naruto sighed, and he pulled off his shirt, and threw it on the ground.

"Let's get this over with…" He said, and he stretched, his fur parting slightly as he did, and Lion-o saw it. Underneath the thick fur were the faint outlines of scars crisscrossing each other. Lion-o was shocked and horrified, he turned to his father, his teeth bared.

"What's the meaning of this!" Lion-o demanded. Claudus looked at Lion-o, and then he turned his head back to Naruto.

"Punishment… the fox swore when he was a child that he would protect you and all of Thundera, and should he ever harm a cat willingly, he would accept any punishment we saw fit. This is it." Claudus said. Lion-o gaped at his father, and then he turned to Naruto.

"You can't be serious! How can you let them do this to you!" Lion-o demanded from Naruto. "Answer me dammit!" Lion-o demanded when Naruto was silent.

"Don't worry about it… I promised I wouldn't harm anybody, if I break my promise, there must be a consequence for it!" Naruto said steely.

"Does Panthro know about this!" Lion-o asked, and Naruto nodded. "And he's okay with this! I don't believe that for a second."

"Panthro didn't approve of this. I'm sure if he was still here today, he would not be happy that Naruto is still continuing." Claudus said sadly. He then turned to the large cat, who grabbed Naruto roughly, and lead him to the posts. He then strapped Naruto to the posts, and walked to the King, grabbing a whip from the wall. "10 lashes," Claudus said. The cat nodded, and he let the whip fall, and he swung it at Naruto, the whip end slashing Naruto's back, however, Naruto made no sound. "one…" Claudus said, the cat whipped again, "two…" Lion-o watched as the whipping continued, wincing at each whip lash, tears forming in his eyes. When they reached ten, Naruto's fur was matted with blood, and the cat unstrapped Naruto, who fell to the ground in a heap, panting. Lion-o ran to Naruto and grabbed him, shouldering him.

"We need to get him to the medical ward!" Lion-o said.

"We do so anyways… Come…" Claudus said. Lion-o lifted Naruto, who walked with Lion-o, his legs shaking slightly.

-The Medical Ward-

Naruto, Claudus, and Lion-o entered the ward to see Cheetarah and Tygra standing there, both looking worried. They saw Naruto and Cheetarah was on him in an instant, while Tygra walked forward. Lion-o glared at Tygra. "You satisfied?" Lion-o asked Tygra, who looked guilty.

"He didn't know Lion-o, don't worry…" Naruto said.

"Come on, let's get you cleaned up and bandaged." Cheetarah said. Claudus however stepped forward.

"No, he has something special prepared." Claudus said, and he went to a cabinet and pulled out a jar filled with a clear liquid. He opened it, and he grabbed a rag, and dipped the rag into the liquid. He then turned to Cheetarah, and gave her the rag. She sniffed it and looked at the King appalled. "It's to clean his wounds." Claudus said.

"But this will…" Cheetarah began.

"Just do it! Get it over with!" Naruto said. Cheetarah looked at him, and then she parted his bloodied fur and rubbed the rag onto the wounds. Naruto hissed as she pressed the rag onto the wound, and Lion-o and Tygra looked at each other. "It's a special liquid that disinfects wounds, but it sometimes has a bit of bite to it." Naruto said.

"It's alcohol!" Cheetarah said.

"It's disinfectant." Naruto hissed.

"Why go through this?" Tygra said.

"Because without discipline, there's no commitment!" Grune said as he appeared, "You cannot say that after some discipline, you didn't learn your lesson? It's the same with him… he's just stubborn, so you have to enforce the lesson again and again until he learns it!" Grune stated.

"There has to be a better way." Cheetarah said.

"He wanted this to happen… it's not our fault, it's his." Grune said. Lion-o growled, and then he walked away.

-The next day-

Lion-o was in his room, tinkering with the device that Jorma gave him, trying to open it, and not being successful. Tygra walked in, "Now is not the time to be tinkering with junk! People think you're crazy enough as it is!" Tygra said.

"It's not junk, it's technology! I don't care what they think!" Lion-o said, not looking at Tygra. Tygra looked at him, and then at the walls of drawings.

"Maybe you should… people are talking about you and Naruto. They say it shows how you're not fit to lead them." Tygra said. Lion-o set the device down.

"And you agree with them! You who made Naruto go through what he went through!" Lion-o said.

"He would've been punished regardless… if it wasn't for me, it would've been much harsher. Father said that Naruto only got 10 because he had a chance to speak up!" Tygra snapped back.

"It doesn't matter… you're always looking out for your own skin… I bet if you were given the choice between who to save, you or your friend, you'd pick yourself in a heartbeat!" Lion-o countered. Tygra growled.

-Later on, in a tower on Thundera's walls-

General Lynx-o and a guard stood in one of Thundera's wall's tower, the guard with a telescope. It was then a strange sound was heard, the marching of footsteps. The guard, however couldn't see, "What is that?" He asked. Lynx-o pushed past him and sniffed.

"Even from this distance, I can smell them!" He opened his eyes, which were pale, showing that he was blind. "Lizards, and there are many! Sound the alarm!" He shouted. The horn sounded, alerting everyone, and soldiers began to arm themselves with pikes, bows, and arrows. Claudus, who had been watching the lizard army with a telescope, snarled and turned to Naruto.

"You see what happened? Now the lizards think of us as being soft and weak! We should've killed those two instead of releasing them!" Claudus said. Lion-o stood in front of Naruto, who lowered his head.

"I support Naruto's decision!" Lion-o said.

"Taking his side Lion-o? Hmph! Tygra, Grune, come with me! Jaga prepare your clerics!" Claudus said. Lion-o stood there with Naruto waiting. "You stay Lion-o with your 'friend'" Claudus said, and he walked away.

"I'm sorry Lion-o…." Naruto said. Lion-o turned to Naruto.

"Don't apologize… I wanted to do this, I think you're right, there's more ways to rule than with a sword." Lion-o said. Jaga walked forward.

"I concur, there are many ways to rule, and taking a new approach to rule should be welcomed." Jaga said, "I must go now. Naruto, protect the prince. I have a feeling you will be needed." Jaga said, and he turned and left. Naruto and Lion-o stood on the balcony, watching the battle progress. At first, it seemed to go well for the cats.

-In the center-

The giant rock that Grune had brought with him shone the image of lizards, and then the gems began to fall out of the rock and crash to the ground, and as it did, Lizards poured out. Among them was Slithe, a general of the lizard army. A lizard walked up to Slithe "It was getting a bit rank in there General Slithe!"

"A night in that rock is nothing compared to how long I've waited… to stand in the cat's impenetrable castle!" he hissed, and he ran to a statue of Claudus, pulling out a strange device and setting it on the statue. "It's time to see you fall Claudus!" Slithe said, and he leaped down and headed for the main gates to greet the king and his subjects. As he did, a black shadow suddenly slithered out of the rock and headed for the castle.

-The gates of Thundera-

The king was commanding his troops to fire, and they did, shooting arrows into the air to fall down on the lizards. "That's it! Let's send these cowards running once and for all!" He said. It was then that it got quiet. The air was heavy, and then they heard something, and from overhead, something flew past the cats into the city.

-The Cat's Lair-

Strange projectiles flew in, heading for the devices planted by the lizards, impacting and exploding with violent force. Naruto grabbed Lion-o and shielded him from rubble that sprayed into the air. "What were those!" Lion-o asked. Naruto looked up and saw another of the projectiles. It was then that he blinked, and he saw something strange papers that showed a device similar to that… the paper called it…

"Missiles!" Naruto said. Lion-o pushed Naruto off of him.

"You know what those are? How!" Lion-o demanded. Naruto grabbed his head confused.

"I… I don't know! I saw something! It's like… when I grab a weapon, I know what it is, but I can't explain it!" Naruto said. Lion-o relaxed at this, then he saw them, lizards running to the walls and in their hands was the same device that Jorma had! They held the device up and ran a finger along the lines, activating it, and then they set it on the door and it blinked rapidly, and then exploded, blasting the door down.

"Technology!" Lion-o said. He turned and headed for his room, Naruto following him, they then ran down the halls. It was then that Naruto sensed something, and he turned in time to see a dark blade materialize from nowhere!

"Whoa!" he grabbed one sword and swung it in time to block the attack.

"Heh, not bad!" A sinister voice from the dark said. Lion-o heard it and stopped turning to see Naruto holding the sword back.

"Go! Get those things and find the King! I'll deal with this scum!" Naruto said.

"Ha ha ha! Look at the kit trying to act tough! It's time for you to die, then that cat is next!" The voice said, and another sword appeared. Naruto ducked and performed a back flip, grabbing his other sword, and held them both in front of him.

"Go Lion-o! I'll catch up!" Naruto said. Lion-o nodded and turning, he ran to his room. Naruto looked around for the attacker, the blades having disappeared. He gritted his teeth and looked at a lamp, he sliced it, causing the oil to spill onto the floor and the flame fell in igniting the floor, banishing the dark. Naruto looked to find his attacker only to gape… before him was a fox with midnight black fur wearing a large black cloak with red glowing eyes.

"Grrr… clever for a kit… But you'll die now!" The fox snarled, and the two black swords appeared from the cloak. The fox ran forward, his blades swinging in the air to form an impenetrable barrier. Naruto braced himself and blocked the attack. Naruto then disengaged, and by leaping back, then forward, spinning in the air, the two swords extended. The black fox ducked under the attack and rammed an elbow into Naruto's stomach. Naruto gasped, and the fox spun, his leg extended, performing a spin kick into Naruto's face, knocking him back. Naruto recovered, growling, and he charged again, performing a series of quick thrusts that the fox parried with ease, using only one sword. "Ha you're making this too easy!" Said the fox. Naruto then smirked, and he then threw his swords at the fox. "What!" the fox blocked the blow with both swords, only for him to open his mouth in pain as Naruto's foot connected with his stomach. Naruto then grabbed his swords and stabbed the fox in the stomach. However, instead of blood coming out, black smoke billowed forth. "No! To think he defeated a Yako is inconceivable! My brothers will avenge meeeeeeeeeeee!" The fox howled as it vanished into black smoke. Naruto panted slightly, and he looked to see Lion-o running to him, carrying a bag on his shoulder.

"You won?" Lion-o asked.

"Do you see the enemy?" Naruto asked.

"No time for jokes. We gotta go now! Come on!" Lion-o said, heading for the stables, Naruto close behind him.

-At the Coliseum-

Tygra and Claudus ran inside, where they found Grune on the tree, and at the top was Panthro chained up. However, they were soon surrounded by lizards and the walkers. "It's a shame really… your loss was caused by your own foolishness and inexperience with technology!" Grune said. The walkers aimed their cannons at Claudus and Tygra, charging them to fire.

"Luckily, we know a thing about technology you traitor!" A voice said, and from the darkness, a disk flew and attached onto the back of the walker, blinking, then it detonated, destroying the walker, several more flying out and attaching onto the other walkers, destroying those as well. From the smoke, the form of Naruto and Lion-o appeared, Naruto with his two swords in hand, and Lion-o on his steed.

"Why Grune? Why betray the cats, your people!" Naruto shouted.

"Shut your mouth worm! You've been a thorn in my side since the day you were born. I may have failed to kill you before, but I won't fail this time!" Grune shouted. Naruto, shocked, looked at Grune in disbelief; it was then that he saw Panthro.

"Panthro!" Naruto's shock grew, then he looked at Panthro, something wasn't right. "There's something wrong about Panthro!" Naruto said.

"Tell me about it, you don't see him as the prisoner type!" Lion-o said. Naruto didn't say anything, but he knew that wasn't it… there was something else wrong, but he couldn't tell what.

"Thank you Lion-o, but now it's time to show that the Sword of Omens is the ultimate weapon!" Claudus said, and grabbing his sword, he lifted it to the sky. "Thundercats, HOOOOOOOO!" He shouted, the Sword of Omens crackling with power. He charged, and with a single swing, he cut down multitudes of lizards, slashing his way through to the tree and began to run up the twisting branches. Grune grabbed his mace and pointed at the king, it then opened, and green energy formed, and he shot a pulse of green lightning at Claudus, who raised the sword, blocking the attack. He struggled, and then he pushed forward, dissipating the attack and knocking Grune down, continuing his charge toward Panthro. While this happened Naruto, Lion-o, and Tygra were fighting the lizards. Naruto managed to knock a lizard away, and he jumped onto the tree. It was then that he smelled it… the decay of flesh and rotting skin. He sniffed, and he turned his head to Panthro, the smell was coming from him strongly, like death.

"Claudus, get out of there! That's—GAH!" Grune appeared, and he punched Naruto in the face, sending him flying, he crashed into the stands, and disappeared in smoke. However, Claudus only heard his name. When he looked, he saw no one and turning back to Panthro, he slashed the chains off, Panthro falling, but caught himself.

"You came for me?" He asked.

"Nothing will stop me from rescuing you old friend!" Claudus said, and he turned to Lion-o and Tygra. As he looked at them though, Panthro pulled out a dagger.

"FATHER!" Lion-o shouted, but Claudus wasn't quick enough as Panthro stabbed him in the back, blood spraying Panthro's face. Claudus fell forward, the sword falling from his grip, and the dagger embedded in his back, he fell into the water, disappearing as he sunk. Lion-o and Tygra dived in after him, and they pulled him out, and swimming to the tree, they lay the king against the base. Claudus opened his eyes and looked at Lion-o.

"No matter what happens, you made me proud…" He said, and then closed his eyes and relaxed into the cold embrace of death. Lion-o looked at his father, and then he turned to Panthro.

"You too Panthro!" He shouted. Panthro then spoke, and as he did his voice changed, becoming old, ragged, and menacing.

"Did you think that if technology was real, so would be the thing of your worst nightmares!" Panthro said, and purple energy coursed from his body, and he began to shape shift, his body shrinking and becoming bone thin, the skin graying, and his face becoming wrinkled and rotten. Standing there was the decrepit form of Mumm-ra.

"Mumm-ra!" Lion-o gasped.

Just outside of the Coliseum on the rubble of buildings, the clerics stood as a dark storm brewed above the Coliseum. Jaga saw Mumm-ra and he knew that it was truly him. "The day I have always feared has arrived! Clerics! To the death!" He said, and they all sprung forward, ready to fight and die. Mumm-ra chuckled darkly.

"You are but insects to the power of MUMM-RA, THE EVER LIVING!" He shouted, a dark wave of energy shooting out, obliterating all that came into contact. Jaga and a cleric managed to dive under the wave, but were soon surrounded by lizards with rifles. Tygra and Lion-o were also surrounded. "Thundera has fallen!" Mumm-ra shouted to the cheer of lizards "Take those two to the dungeon where they will rot! Bring the old one to me!" Mumm-ra said, and he vanished in a whirl of his dark cloak. Tygra and Lion-o stared at where he was, and then they felt the reptilian hands grab them and they struggled to pull free. The lizards, however, were numerous and strong, pulling the two out of the Coliseum. As they were pulled, they could hear screams and shouts, and the smoke cleared to show some cats running away from the coliseum. The lizards saw the sight, and grabbing the two princes, they forced them to watch the scene unfold.

"Keep moving! Get the civilians to the other shelters!" A soldier said. It was then they heard a noise coming from an alley. "Who goes there!" The soldier shouted, but there was no response. He pointed to another solider. "You there! Go check it out!" The solider nodded, and he headed for the alleyway, and looking inside, he walked in. "Do you see anything!" The first soldier asked.

"There's nothing here! Ahhhhhhhh!" Suddenly, he fell, and was pulled into the shadows. He continued to scream, then there was a sickening splat and the sound of ripping flesh, and then the screams stopped.

"Archers! Stand ready! Don't let any civilians be harmed!" The archers came forward, surrounding the civilians. They all waited, hearing noises from the shadows everywhere, not just the alleys but from the rubble as well as the buildings.

"We're gonna die if we stay here! I can't die! I'm outta here!" A panicky cat said, and he ran toward some rubble.

"Come back!" The soldier cried out. There was the sound of footsteps, then a scream, and the sound of rending flesh. "Archers! Aim! Hold your ground men!" The archers pointed their bows in the direction, as they heard wet footsteps. They were surprised to see the cat coming back. He was bleeding profusely from his head, his fur parted with large lacerations on his body, blood pouring out. He held up a hand, his eyes blank.

"H-help meeeee…" he groaned, and then he fell to show several black swords and daggers jutting from his back. This caused the civilians to panic, and they screamed and ran forward, pushing past the soldiers.

"No come back!" the first solider shouted. It was then that the alley seemed to stretch forward and began to gobble the civilians, pulling them in, only screams being heard before the sound of ripping flesh was made. The soldiers huddled together as the darkness crept forward. It was then that they came into the light, foxes with black fur and red glowing eyes covered in black cloaks. The soldiers stood in fear, not knowing what to do. It was then that the foxes pulled out their weapons, black swords and daggers stained red with blood, and they enveloped the soldiers, the only sound being heard was rending flesh and gurgled screams.

"Heh heh… those Yako sure know how to put on a show!" A lizard hissed. Lion-o and Tygra could only watch in horror and disgust as the dark foxes slaughtered the cats.

-In a nearby alley-

Kit and Kat saw the carnage up close, being hidden by rubble. They shuddered in fear as the foxes tore through the cats. Kat stared, while Kit whimpered, her whimpering causing a fox to turn to their direction. The fox walked forward, looking around, Kat grabbing Kit and putting a hand over her mouth to stop her whimpering. The fox walked forward, a sword held in one hand, crimson with blood, his fur also red with blood. Kit and Kat shuddered as the fox drew closer. It sniffed the air as it came, however its smell was muddled with the smell of blood in the area. It moved closer and closer, Kit and Kat could only watch its shadow in fear, and then the shadow turned and moved away. When it vanished, Kat and Kit gave off a sigh of relief. "I thought there was a rodent around here!" A voice said from a shadow. Kat and Kit looked to see the fox apparently coming out from the shadow.

"Go!" Kat said, and he and Kit began to run, heading into the alleyway .

"Keh heh heh! You wanna play? That's fine with me… you'll be dead soon anyways. Might as well have some fun before I kill you!" The fox said, and it sank back into the shadow. Kat and Kit ran, going in any random direction to get away from their assailant. They would often hear the cackling of their aggressor, who would appear down certain routes, and they would hear the scraping of sharpened metal against rock. They then ran into a building that was still moderately whole, and shut the door, panting. Kat and Kit fell onto the ground, exhausted and scared, but believing they were safe. "Keh heh heh! Nice try, but as long as there's darkness, you won't be able to hide from me!" a voice said from a shadowed wall. The fox appeared again, his sword in hand. "Now it's time for you to die… this game was fun!" He said, and he walked forward, the sword in hand. Kat and Kit watched in horror as he came closer, they backed away as best they could. It was then that they bumped into a wall. Kat looked up to see a lantern hanging from the wall, and he got an idea. He got up and jumped, grabbing the lantern, and pulled it with a pop, and he lost his balance, the lantern flying past him and directly at the black fox. It landed on the fox, the oil spilling into his fur and the flames igniting. "AAAAAAAAHHHHH! AH! AH! AHHHHH! AGH! I'M ON FIRE! NO PUT IT OUT! YOU DAMN RODENTS!" The fox shrieked, and Kat and Kit used this opportunity to run, heading for the window, they jumped out.

-Some time later in the dungeon-

Tygra and Lion-o were in the dungeo,n Lion-o observing the fallen Kingdom from the bars of the window. "We've lost our kingdom… our father… and the sword! We lost everything…" Tygra said glumly.

"This is my fault Tygra. I didn't know what it meant at the time, but… I did see a vision through the sword… Mumm-ra." Lion-o said.

"And you didn't tell anyone! This is exactly why you're not fit to be king! Your decisions always bring disaster!" Tygra said.

"Geez Tygra, give it a rest. You can't go for a second without badmouthing Lion-o!" A voice said. Tygra and Lion-o looked to see Naruto leaning against the bars, his arms folded.

"You! You have no right to address me, not after today! Did you plan this with those foxes!" Tygra accused.

"Look, Tygra I'd love to play twenty questions, but I can't, so I'm gonna say this… no… I didn't even know that there were still others out there. Not that it matters, those guys are evil to the core!" Naruto said

"So we noticed. Mind getting us out?" Lion-o asked. Tygra turned to Lion-o.

"Are you nuts? He could be here to kill us for all we know!" Tygra stated.

"Look, I don't know what your problem is, but Naruto has been there for us for a long time. He's sacrificed more than he had to, and has been there through thick and thin. I trust him; however, if you can't trust him, then you can stay here for the rest of your life!" Lion-o snapped.

"Tch, you better be right!" Tygra said.

"Gee, thanks for the vote of confidence!" Naruto said, and he started to pick the lock. Naruto worked on the lock for a while, it was then that footsteps were heard, and Naruto looked and to his surprise, he saw the lizard that was in the stocks earlier. In the lizard's hand was a bowl of food, and Naruto looked at the lizard, who looked nervous.

"What are you doing? Why are you helping those cats?" The lizard asked.

"Cause they helped me! They took me in when no-one else would, and for that I owe them my life!" Naruto said. The lizard looked at him, and then it walked forward and pushed Naruto aside, its back was turn to him and it stood there for a minute.

"There's a key in my pocket, and my back is turned… meaning that I'm open for an ambush… and for someone to take my key…" The lizard said. Naruto blinked, and then he nodded.

"Thanks…" And he made a precise chop on the lizard's pressure point, and it fell forward, unconscious, the bowl of food crashing into the floor. Naruto reached into its waist belt, and pulled out the key. he held it up and unlocked the door.

-The throne room-

Mumm-ra sat on the throne, the Sword and Gauntlet of Omens hanging next to him. Before him was Jaga, wrapped in bindings. "You are Jaga… Sorcerer to the dead king!" Mumm-ra said.

"And you are more grotesque than the stories claim." Jaga said.

"Did the stories neglect to tell you that the stone in that sword is mine!" Mumm-ra snapped. He reached for the Sword of Omens, but he barely touched it when lightning sparked, knocking his hand away. "I want it back!" He ordered.

"I'm afraid an ancient spell prevents the sword from being touched by the hands of evil!" Jaga said, smiling.

"That is why you're going to remove the spell!" Mumm-ra said.

"And while you're at it, you can tell me where the Sword of Elements lies… I sense its power in this castle!" A cool, gentlemanly voice said.

"Never!" Jaga said defiantly.

"Then I will just have to find another way!" Mumm-ra said, and from his cloak, bandages shot forth and wrapped around Jaga, lifting him into the air. From Mumm-ra's hands, purple energy glowed, and then shot out at Jaga. Jaga groaned in pain as his body was battered by the dark powers. On a balcony, overlooking the scene, a lizard watched the show. It was then that Tygra grabbed him, choking the lizard into unconsciousness, and grabbed the blaster from the lizard's hand, looking at Lion-o, who looked at Naruto, who nodded. Naruto drew his swords, and he leaped forward, slicing the bandages and letting them fall. This disrupted the flow of energy from Mumm-ra's hands, who staggered back.

"I don't care if you are Mumm-ra… nobody lays a hand on Jaga and gets away with it!" Naruto said.

"Ah I see… you're his brat… you look just like you're father. I didn't think that she would've made the journey on her own, but she has proven me wrong before…" Said the voice from before. Naruto blinked, and then looked to the corner where the shadows were. "Indeed… I'll have as much fun killing you as I did your father!" then from the shadows, a clawed hand appeared and slashed at Naruto, who leaped back. It was then that laser blasts shot at the hand from the balcony, Tygra having used his newfound weapon.

"Nice!" He said. Then he hid behind a pillar as the lizards opened fire on him. As he hid, he saw the shadows in front of him move, and from it, a sword came forth. He dodged to the side, and shot the arm holding the sword. There was a scream of pain, and the sword fell along with the arm turning, into black smoke.

On the lower area, shadows shifted, and from them came a tall black furred fox. He wore red armor that had a black cape behind him, and from the cape was a red symbol shaped like two serpents, readying themselves to battle. In his hand was a large black sword that curved and ended in a hook. The fox's eyes were red slits that glared at Naruto, and as Naruto looked at the fox, he grabbed his head as images rushed in fast and cluttered, but he understood them, and he looked at the fox.

"Madara!" Naruto hissed. It was then that he turned to see more of the black furred foxes coming from the shadows. Naruto held his swords, ready to fight, and as he watched them, Madara waved his hand, and the Yako's leaped forward, Naruto becoming a blur of gold and steel, his sword swinging and hacking through the dark foxes, making them vanish into black smoke, but some of them managed to get in a slash or stab at Naruto before they vanished. Madara watched Naruto fight with a smirk.

"Ah yes… Imprinted Instinct, the reason why us foxes are among the greatest of warriors… However, even with what you've seen, it won't tell you how to beat me… for no one has beaten me… You'll see that first hand!" It was then that Lion-o jumped down, landing on Madara, who snarled and got up. He held up a hand, a ball of darkness forming, and Lion-o grabbed the Sword of Omens.

"I don't know who you are, but you won't have my father's sword!" Lion-o said, and he swung the sword.

"THUNDER! THUNDER! THUNDER! THUNDERCAT'S HOOOOOO!" Lion-o shouted, the sword extending. He held the blade up, and red energy blasted from the stone and hit Mumm-ra, blasting him into Madara and out of the wall. The two rolled on the ground, and then they got to their feet.

"You cannot comprehend the forces you are dealing with! Ancient spirits of evil-!" Mumm-ra began, but Madara looked behind and saw it.

"My lord the sun, we must get to-Agh!" Madara couldn't finish, as the sun rose, and the two staggered forward as the light of the sun scorched their skins. They fell forward, and Grune came to get them. As he did, the dark foxes howled, and then they began to fade into darkness, their bodies stretching till they became inexistent.

Inside though, Tygra freed the cleric, revealing it to be Cheetara, to Lion-o's and Tygra's surprise. However, they were soon hailed upon with laser fire, and they ran toward Jaga, grabbing him and pulling him up. Cheetara grabbed the gauntlet, and ran toward a wall with a fire light. Jaga grabbed the fire light, and turned it, revealing a secret passage. Naruto and the others hurried inside, Jaga going last. But as he went inside, a laser bolt shot him in the back, causing him to yell in pain. The door closed behind him, and the lizards began to blast the wall, attempting to break it down. Lion-o, Naruto, Cheetara, Snarf, and Tygra ran down the passageway. "Before we go any further, something must be done!" Jaga said.

"It can wait!" Cheetara said, but Jaga pushed Tygra and Naruto off of him.

"It must be now! Lion-o, your left arm!" Jaga ordered. Lion-o held out his arm, and Jaga grabbed the gauntlet and fitted it onto Lion-o's hand. Lion-o held up his gauntleted hand and flexed the fingers. Jaga then knelt down, and he touched the gauntlet with his hand, Tygra and Cheetarah doing the same. "For the Eye of Thundera, and the Sword of Omens," he then tapped the gauntlet with his staff, and it glowed golden. "Now Lion-o, Lord of the Thundercats, go!" Jaga said.

"You're coming with us!" Cheetara said. Jaga shook his head, and he stood up and walked to a wall, he touched it with his staff, and the wall glowed, and then parted. He reached inside and pulled out a bundle, he then turned to Naruto.

"Naruto come…" He said. Naruto blinked and sheathed his swords, and went to Jaga, who handed him the bundle. "This is a gift your mother wished for you to have before she passed away… She told me that when the time was right, to give it to you. For it was your birthright and destiny…" Jaga said. Naruto blinked, and he unwrapped the bundle to show a rusted Gladius. Near the hilt were circular indentations, and in one of the indentations was a pure white orb that shone brightly. "Now go… protect Lion-o… that is my final request…." Jaga said.

"What? I can't leave you! Come on, I'll carry you!" Naruto said.

"Naruto… you of all people should know better than this… Now go… find the Book of Omens, with it, you two must uncover the secrets of the sword and Mumm-ra, it is your only hope… You will find the book in the setting sun… find it before Mumm-ra, and stop this evil before it becomes too much for even you to handle…" Naruto and the others stared at Jaga, and then Naruto nodded and turned to the others.

"Come on, we have to leave! If we stay here, we'll die, and all will be lost." Naruto said, and he began to run down the hall. Lion-o looked at him, and then at Jaga, and took off after Naruto, Tygra following him. Cheetara stayed, even as the room shook.

"You were my best student… I know that you will do well…" Jaga said. Cheetara closed her eyes and nodded, and then she opened them, and ran after the others, even as an explosion was heard, and Jaga turned to see Grune standing there with his mace.

-On the cliff surrounding Thundera-

Naruto, Cheetara, Lion-o, Tygra and Snarf looked at their decimated home. Lion-o looked at his gauntleted hand, and said one phrase that they would all remember. "This is only the beginning…" And right he was, the beginning of a new journey, of self-discovery, wonder, and evil times… for this was these would be the tales of the Thundercats and the birth of the Spiritfoxes.