DISCLAIMER: I do not own ThunderCats.

"We can stop here, it'll be night soon."

I fell backwards onto the waiting leaves. We had been running all day because we had to put some distance between the Bad Guys and ourselves. I blew the excess hair out of my eyes so it settled beside my face.

Lion-O moaned as he sat on a nearby log. I threw my arm over my face to block out the sun rays but lifted them to get a better look at him.

He had hunched over but was smiling down at a row of ants stomping back to there den. Even in the gloomiest of moods he found the smallest thing to make the situation bright again. He would made a great king one day.

Then I moved on to his features. He had a strong jaw and although his hair was tousled and wild, it seemed to fit his boyish personality.

The last thing I looked at was his eyes. The prettiest blue color when he was happy, they would meld to an aqua green when he was mad.

I refused to think about his li- Nope, not even say it.

I crunched my leg to my stomach and arched my back before pushing myself off the ground. Lion-O's eyes flicked up to me before he looked into the forests canopy.

"We ran from one wet first to a dryer one, only to have it rain and make it as wet as the other." He just chuckled at my logic.

"This is a redwood forest. It's one of the few things we have left from First Earth*. Some live to be over thousands of years old." He leaned back into the tree. I sat down and scooted over to him.

I spent the rest of the night sitting by Lion-O listening to him spew random facts about everything and anything.

When he started talking about mechanics I could throw in a few tidbits about the structures of the lizards weaponry because I had studied it from the roof windows back in my village.

He just smirked and under his breath I heard him whisper "I should have know."

"What?" I was really confused, I mean isn't knowing about the enemy's firepower a good thing?

"Only you would know how to dismantle and rewire a giant, missile-firing robot." He smiled and I couldn't help but smile to.

His smile was contagious, you couldn't help but be happy.

*Ok so they called the planet they live on Third Earth so I'm guessing we're First Earth. Logic.

I'm to lazy to look over all the words so sorry if I messed up somewhere.