Elena gasped for breath as she dug her claws into the stone. The hole was still there, and she managed to squeeze though into the lower dungeon. She was breathing hard. Even though there were air pockets, the air was stale and not very breathable. She knelt down for several long moments, trying to catch her breath. She shivered slightly from chill. She shook, trying to loosen some of the water from her fur, then wrung out her hair. Now to find Kirok. She knew he was searching for her, and probably already knew where she was. The problem however, is she had no idea where he was.

The she-kat stood and looked around. Her sensitive ears twitched, searching for even the faintest of sounds. She heard nothing. Quickly she made her way through the dungeon and towards the stairs, relying mostly on memory, as there was no light in the dungeon's depths.

Just before she reached the stairs, she skidded to a stop. There was a foul odor nearby. The stench of death She took several steps back, then the floor suddenly dropped away from under her paws. She yelled out in surprise and desperately lunged forward, claws scraping at the stone floor. Several torches along the walls burst into flame, lighting up the blackness of the dungeon. Elena turned her head and looked down. She was dangling over a pit of wooden spikes, their ends tipped with steel spearheads. The stones were slick with slime and moisture. She could barely find any purchase.

Thankfully, Elena's training with the metal poles had conditioned her toned muscles to handle extreme pressure. Gripping a small crack in between two stones, she pulled herself up. She couldn't get any purchase with her paws, so she stopped trying, knowing that the struggle would just add to her difficulty. The muscles in her arms strained against her own weight, but she succeeded. Once her torso had cleared the top of the pit, she swung her left leg up over the side, and easily climbed the rest of the way out.

She quickly got to her paws and drew her sword. Her ears twitched, searching for the enemy she knew was hidden somewhere nearby. The smell was stronger now. The light of the torches lit up the main chamber of the dungeon, but not the shadowy corners behind the many pillars.

Her ears pricked forward. The sound of heavy paw-steps caught her attention. Stepping out of the darkness behind one of the pillars, was a massive beast. It appeared to be a large werekat, but there was something different about it. The stench of death was almost unbearable. Then she saw why. Large clumps of fur were missing from the beast's body. Much of the flesh had rotted away. Pale bone was exposed in several places, particularly the ribs, legs, arms and face. The right side of it's face was rotted, and the eye sockets were hollow. It didn't even have eyes. Just a Hellish red glow. Portions of it's jaw bone could be clearly seen beneath the rotten strips of flesh hanging loosely from it's skull.

She stared at the monster is disbelief. It was a werekat at one time, but now it was a creature straight out of the relm of nightmares. An undead werekat! She knew this creature would be one of the greatest challenges of her nine lives. It had no breath! Did not bleed! Felt no pain! She drew her sword and took her stance. Outwardly, she was a fierce warrior. Inwardly, her heart was pounding with fear.

Kirok stood in his tower, watching the aerial battle outside. He narrowed his eyes as the black jet released a cloud of dust over his creatures.

'What are they doing? Do they really think they can stop...'

He growled hatefully as he saw the powder's effects on his creatures. How dare they use his own tricks against him! He knew Elena was making her way up the underground river to him. He didn't expect her to come that way, but he had already prepared for such an eventuality, just in case.

He continued to watch the jet. Watched as the electric missiles took out two of his drakes in one shot. Watched it dodge out of the way. He had killed one of the SWAT Kats. The pilot. That would have to mean the other was on his own. But Kirok only once saw the smaller kat fly the jet, and didn't believe his skills were nearly as good. So why was the jet maneuvering so well?

"It can't be..."

Reaching out, he merged with the mind of one of his remaining stalker bats. He bade the beast fly closer, so that he could into the jet's cockpit. What he saw made him burn with anger.

"NO! That's not possible! He should be dead!"

Both SWAT Kats were alive. Both were in the jet. He had personally seen to it that Chance would have died. He forced the kat to swallow enough of the nerium that even the Astral Stone's power could not have possibly saved him. And they were too far away to seek help from any other sources. There was no possible way he could have survived! Yet he was still alive, and still flying that damned jet!

Kirok pulled away from the bat's mind, and reached out to another of his creatures. His greatest aerial weapon.

"It is time..."

He felt the beast awaken. Felt it take wing. It would be here soon, and it would destroy that jet, and both of it's occupants.

He then turned his attention away from the battle. Elena was close now. She was entering the dungeon via the river. The last time, she had blocked him with the Stone. Yet this time, she wasn't even trying to do so. Did she want him to know she was here? Did she want to die? If she was trying to sacrifice herself to give her friends a better chance against him, it would fail.

"Your time is at an end, Kougré."

He connected his mind with another of his beasts. His most powerful creation.

"Now to destroy the witch..."

The beast roared out as it lunged, Elena dove out of the way, slicing with Stormbringer. The blade cut into the beast's side, but no blood came out. The creature appeared to have not even felt the wound. It turned and slashed at her with it's claws. She jumped backward, narrowly avoiding the hit. It came at her again, and again she dodged, attacking low with the sword. No wound she made had any effect of the undead beast, who obviously felt no pain. It could not bleed out as it's blood had already coagulated into ooze. To do any real damage, she could have to attack the vital organs, or severe the head. But she saw no way to get close enough without being hit by it's powerful claws and fangs.

She feigned left, and the beast followed. But Kirok was in control of the beast, and he was reading her actions. And her thoughts. The feign failed, and beast's massive front paw hit her hard, throwing her over ten feet into a pillar. The breath was knocked out of her and she loosed her grip on the sword. It skittered across the stone floor out of reach. A deep gash was in her hand from where it had struck a loose stone when she connected to the pillar. She felt the blood flow, but the gash slowly began to close.

Getting up onto one knee, she narrowed her eyes at the beast, and decided to fight it more on it's own terms. Closing her eyes, she reached down into her soul. She found the beast within herself, and pulled it out. Her body shifted, her bones grew, her fur turned to black as the Shadow Cloak blended into her new form. Now in her own werekat form, she snarled viciously at the rotting monstrosity before her. The beast came at her again, and she lunged aside. The bleeding had already stopped on her hand.

The undead werekat slammed hard into the pillar where she had been, breaking loose several chunks of the stone. It snarled as it turned to face her again. Elena was breathing hard, the long swim having taken more out of her than she had expected. A dark grin formed on the beast's rotting face. It lunged forward again with it's claws. She met it's attack, throwing her full weight into it's stomach. The impact drove the beast back several steps and she slashed at it with her claws, but it's own claws ripped into her back, it's jaws clamping onto her left arm. She screamed and pulled back, taking a powerful swipe at it's face with her right claws. She connected hard, and the beast released it's grip on her arm.

Elena hissed from the pain as she back away several steps. She then lunged again, slashing the beast once more with her claws. Then it started. The slash marks where the beast had tore into her back began to burn. It rapidly spread, and felt like fire in her blood. Elena clenched her fangs, trying to hold back the pain. It burned as it flowed rapidly through her system. The pain brought her down to her knees. She couldn't fight it. Looking up, she glared at the beast as it stood before her, waiting. She looked at it's claws, and that's when she saw it. A thin dusty film coated the beasts claws. She'd been poisoned! But by what? She knew the lich favored plant extracts, the simpler the better.

Then the pain became worse. Elena screamed out, a sound more like a roaring howl in her werekat form. Her bones began to contract, her muscles to spasm, her skin to tighten. She was shifting back, but not by her own will. Her eyes went wide. Now knew what was happening. "Monkshood?"

The beast glared, and a dark grin formed on it's hideous face. She knew Kirok was watching her. Watching through the beast's eyes. He had used monkshood on her. It was a deadly poison, but more than that. It was the bane of werekats. It could stop them where no other poison could. Elena screamed out again as her body contracted. The pain was horrendous. She forced herself to finish the change quickly. To spare at least some of the pain. Gasping for breath, Elena stood on her hands and knees, trying to regain her senses. Her blood still burned, but not quite as badly. And there was another problem. The gashes on her arm and back still bled. She wasn't healing!

She never had time to get up. The beast came forward and kicked her hard in the ribs, throwing her several feet onto her back. She felt the crack. Felt the sharp pain in her left lung. At least two, most likely more, ribs had broken. One of them had hit her in the lung. Elena tried to sit up. The beast came forward again and grabbed her tightly by the throat. It lifted her up, her paws dangling in the air. Coughing, fighting for breath, she gripped the beast's wrist and tried to dig in her claws. It's hide was too rotted. It didn't even feel her effort. It then threw her, hard, against the wall. Elena screamed out again as her right arm shattered from the forceful impact. A shard of bone pierced out of her flesh, staining her fur a dark red. She coughed, spitting out a mouthful of blood. Her lung had been punctured.

Kirok stood in his tower, watching the aerial battle outside. Yet he wasn't paying very much attention to it. His focus was elsewhere now. Looking through the eyes of his creature, he smiled darkly as Elena was thrown. She was broken.

"Yes... Now, finish her! FINISH HER!"

The beast moved forward again, and grabbed Elena by her left shoulder and leg. It picked her up above it's head. She tried to struggled, but the pain was too intense. She dug in her claws, but to no avail. Her knife had come out of it's sheath when she was thrown, and she didn't have the sword. All she could do was watch as the beast moved to the edge of the pit. She watched as her own death came to meet her.

Elena closed her eyes, a single tear rolling down her face to mix with the splattered blood in her fur.

"Chance... I'm sorry... It looks like you're going to have to do this without me."

She didn't scream. Didn't yell out. Didn't call for help. There was no point. Nothing could help her now. The beast threw her down, into the pit. The last thing Elena felt was one of the wooden spikes driven through her side, only an inch from her spine. The steel blade sliced through her flesh like a knife cutting through a piece of over-ripe fruit. She landed on her back on it, and it came out through her gut. The wood snapped under the impact, and she fell, landing in a heap on the floor of the pit. She was cold. She could feel her blood, her life, draining away.

Slowly she reached down to a pouch on her belt. Grasping the tiny item within the red cloth, she closed her eyes. Her lips moved, but no sound came out as she tried to recite the spell Lyxa had taught her. She felt the item's power course through her for a second, and it wracked her body. The spell was cast. She would die, but at least now the guys had a chance. Elena released a long deep breath, and slowly, the pain drained away. Everything did.

"Yesss... It's done!" He watched through his beast's eyes as Elena was thrown into the pit. Watched her become impaled on one of the spikes. Watched her die. He reached out. She never hid herself. He could feel her strongly. Then, the feeling faded. He felt her energy drain away. Felt her life-force drain away. Then, there was nothing. He wasn't being blocked. He would have felt the power of the Astral Stone if she had used it to block him. There was nothing to be blocked. The warrior-sorceress who had caused him so many problems, evaded him for so long, was finally gone. Elena Kougré was dead!

"Now... bring me her sword!"

He severed the connection with his creature, then turned his full attention back to the battle outside. The sorceress was dead. The other two would soon follow.

T-Bone gasped. He felt... something. He knew little about magic, and still didn't like it. But he knew something had happened. A knot formed in the pit of his stomach. Something was seriously wrong. Something terrible had happened to Elena!

Razor felt it too. Since the two Talismans had merged into the Astral Stone, he was the only other living kat to have used it besides Elena. Because of that, they shared a strong connection through the Stone's power. He knew something was very wrong.

"Razor... did you just...?"

"Yeah. I felt it too."

"What happened?"

"I don't know. But we can't worry about it now. You know we can't."

"Right..."

T-Bone was very concerned. He loved Elena, and now he feared greatly for her life. But he knew Razor was right. The whole reason Elena went in by the river was to distract Kirok's attention away from them. If something had happened to her, that meant they had to hurry. Kirok would soon focus his attention back on them. They had to get past these creatures and get into that castle. Now.

A loud screech caught their attention. Both kats turned and looked in the direction of the sound. A massive bird, it's wings over seventy feet in length, was flying directly towards them.

[editor's note: Monkshood is in the buttercup family and is one of the most toxic plants known to man. It is more commonly known by another name though. "Wolfsbane"]