"What happened up there?" Panthro rumbled.

It took several seconds of nobody answering for Felline to realize he was talking to her. She looked up in surprise.

"You choked," he explained, not meeting her eye. They were descending to the lower floor, Kit and Kat hopping down the pegs in front of them, a limping Cheetara bringing up the rear. "You can't fall apart like that in a fight. It's a good way to get yourself and your friends killed."

Face warming uncomfortably, Felline put her ears back. She knew exactly to what he was referring, but what was he saying? That she'd wimped out? Well, so what if she had? For the umpteenth time since that morning, she'd thought they were all going to die. Facing Mumm-Ra and hearing him torture Lion-O had been ten times worse than confronting her father that last day, helplessly listening to her sister's screams. And even if she'd choked, as Panthro put it, what could she have done differently? She was no sorcerer. She'd wanted to reach the Book as badly as any of them, but she'd been dangling a few hundred feet off the floor, in case he hadn't noticed. It wasn't like her rifle was a one-handed weapon. What was she supposed to have done, pulled the trigger with her teeth? Besides, they'd both seen how effective Tygra's shots had been against that monster. Worse than useless!

An unpleasant thought occurred to her. Was that what everyone thought of her? That she was useless?

Even the Sword of Omens had obviously decided she was. Felline's tail swished irritably from side to side, her fingers curling into fists, while she followed the kittens to the dusty tower floor without seeing where she was going. If there had been any way for her to accomplish their goal, the Sword would have chosen her instead of Cheetara. Panthro had heard the voices, too. He had to know that.

The general watched her seethe, his wide mouth turned down at the corners in his customary scowl. "You really don't talk much, do you?"

"What do you want me to say?" she snapped, turning on him so abruptly that he stopped walking, staring down at her with one eyebrow raised. "I'm sorry, all right? I'm sorry that no one taught me how to fight!"

Panthro's face gained in austerity, the same eyebrow twitching. Felline was nastily aware that he was about four times as big as she was, all hard muscle beneath his scarred fur.

"Whose fault is that?" he rumbled.

"Whose faul– . . ." She trailed off, spluttering. Whose fault? Everyone's! She was the daughter of a palace guard, one of the Thunderian nobility. Genteel, moderately educated, born to marry well and raise a family. She had not been bred for warfare.

"Ooo, watch out, Panthro," Kat said. He bounded back to them, avidly watching Felline struggle to untangle her tongue.

"Yeah. You don't want her to go off again," Kit added, covering her ears with a theatrical grimace. "She's kinda loud."

"Like a gaw rak rak . . ."

". . . or the ramlak."

They burst out laughing, pointing at each other and positively howling at their impressions of Felline as the ramlak. Their young voices echoed throughout the rotunda. If Tygra and Lion-O hadn't been paying attention before, they were now.

Mortified, Felline glared at the twins. Why were they making fun of her? If her words were of so little value, then she wouldn't say anything at all!

With a sigh, Panthro knocked each kitten in the skull with knuckles hard as rocks, which shut them up. Kat held his head, tears threatening in his big yellow eyes, while his sister sniffled into her balled fists.

"You're not bad with that," the general continued as if there had been no interruption, gesturing at the rifle strapped to Felline's thigh. "If things had been different, I'd have recommended you for the army. You have talent. But that's not going to help you or anyone else if the enemy closes in. Gets past your guard. Like today."

"So it's my fault that I can't fight?" Felline exclaimed, forgetting that she wasn't going to talk anymore. He wasn't being fair! Her father had given her a good education, but unfortunately, the curriculum for highborn ladies didn't include learning how to bash each other's skulls in. Snow had been extremely reluctant to even allow archery lessons, but Lepra had begged so hard –

"You could always ask to be taught," Panthro said.

Cheetara, who had been listening the whole time, now came forward. " 'To be idle is a short road to death and to be diligent is a way of life.' These are the words of my teacher, Jaga," she told them.

Panthro rolled his mismatched eyes heavenward. "Isn't that what I just said?"

"I could teach you hand to hand combat if you like," Cheetara went on, ignoring him. She smiled at Felline, apparently thinking herself generous.

At this, the twins recovered. Felline suspected there had never been any real tears to begin with.

"Could you teach us, too?" WilyKat demanded.

"Of course," Cheetara said, still smiling. She put a hand on her hip. "I think you two could become excellent fighters in time."

"Yeah!" WilyKit cried. She threw a punch at her brother. "WilyKit and Kat, the greatest fighters on Third Earth!"

"Bow before our might!" Kat added.

A scuffle ensued, the giggling kittens pretending a little too enthusiastically. Kat accidentally poked his sister in the eye, and she, furious, jumped on him, biting every inch of him she could reach. He pulled her hair. She slapped his face. Now the tears were real.

Felline edged sideways. The need to get away crept up on her, growing in intensity. The last she saw of them was Cheetara separating the kittens with her bo staff, and Panthro looking on with his arms folded across his massive chest.

..::~*~::..

Sunset, when viewed from the middle of the rock bridge, overwhelmed Felline with its beauty. So high above the canyon floor, she could see for what seemed like hundreds of miles, each one burning beneath the huge, orange disc of the sun. When the disk melted over the eastern horizon, the tiny white Cheshire moon took its place in the starry sky, her sister Leo hovering over the western mountain peaks. The distant moon Panthera, chasing the sun, vanished with the onset of night.

A symphony gained volume in the jungle beneath Felline: Hoots, whistles, rattles, buzzes, snarls, and wordless songs jumbled together as the night creatures went about their business. Not that Felline had been idle. A small pile of what she'd dubbed snake-birds lay next to her, their pink serpentine bodies topped with beaked heads and downy wings. They didn't seem particularly smart, for she'd brought them down easily as they swooped around her, hunting insects. She thought they might prove edible – Panthro would know.

Growing chilly in the deepening night, she strung her catch together. It was time to return. The sunset and the open air had cleared her head; it was stupid to remain out there alone.

No sooner had she thought this than a huge beast shot from beneath the lip of the rock bridge, its jaws clamping shut on a hapless snake-bird right in front of her face. Leathery skin flapping, the wing-ed water snake soared over Felline and vanished into the dark jungle below with its squealing snack.

Felline broke into a trot, her kills bouncing against her back. That thing had been large enough to carry her off if it had wanted. Third Earth was truly a vast, uncharted, unfriendly place, and tonight, she was feeling very small.

Maybe Panthro was right. She should be able to defend herself, at least, in more than one way. If Cheetara was willing . . . There were worse teachers to have than one of Jaga's hand-picked clerics.

Maybe then, the Sword of Omens might choose her as a champion of the ThunderCats, instead of dismissing her as it had done.

The others had built a fire. Its flickering glow illuminated the tower's columns from within, turning white marble orange. Its warmth beckoned, and she jogged the last few feet, ready to put this eternal day to rest. Mist gathered in her fur as she stepped beneath the cat-headed overhang.

Even muffled by the thunder of the divided waterfall, which shone like crystal beneath the moons as it poured over the cliff, she heard him sigh.

Lion-O.

He stood with his back to her, his spiky red mane turned black by night, staring out at the steamy jungle much as she had done. At his side, the metal bindings of the Book glinted. While she watched, he opened it yet again. He did it quickly as if this time he could surprise the secrets within, catch them before they slithered out of sight and left the pages crisp, clean, and blank.

She hesitated. Lion-O looked so lonely and lost. She was sure the disappointment and confusion she felt were a tenth of his. Should she go to him, or not?

Not, she decided finally. Lion-O didn't like her. He preferred Cheetara over any cat under his command. Besides, she hadn't even apologized yet for yelling at him – was it only that morning? It felt like it had been years.

Ducking her head, she turned to go in, and nearly bumped into the solid wall that was Panthro.

He stared down at her. Wordless, she held up the string of snake-birds.

"That's a welcome sight," he approved, softening at once. He lifted the string up to the light, letting the limp pink serpents revolve slowly. "There's good eating on one of these."

His deep voice echoed around the lofty tower, its naturalness fake. He wasn't going to bring it up, then. Ashamed of her behavior, Felline spoke as quietly as she could.

"I was afraid."

Panthro didn't look at her, but he put a heavy hand on her shoulder. "Yeah," he murmured. "We all were."

"Even you?" she asked. Panthro had taken on Mumm-Ra by himself, giving the others a head start.

"Even me," he rumbled. "But I'm not gonna die that easy."

Was that really all there was to it? Felline thought about it, and then she nodded. Courage would come later. Now, she had to focus on learning what she could to keep herself alive.

Together, they went inside to tell the others that dinner was served.

..::~*~::..

By the next afternoon, Felline had compiled a list of why she didn't like martial arts, the foremost of which were the bruises blooming beneath her fur.

To start, Cheetara had her and the kittens practice form. She showed them techniques and skills one at a time, pushing them through the motions. That hadn't been so bad. But then, sometime around her talking about accuracy – visualizing where they wanted their strike to land – Lion-O disappeared with the Book. He climbed to the top of the tower with Snarf, and the rest of them moved their training outside, where, to Felline's dismay, Cheetara threw their techniques back at them. Punching the air was one thing. Having it hit back was quite another.

The day wore on. It was all about repetition. Do it again. And again. Panthro fell asleep, his soft snores punctuating the gasps and short hisses of the kittens as they dodged Cheetara's staff, trying to get a hit in. They were improving, working so seamlessly together they were like one entity. Felline wasn't doing as well. She knew which fighting style she preferred, and it wasn't this. Jealously, she eyed Tygra, who was cleaning his pistol in perfect, shady comfort.

Waiting for her turn with the she-beast (whose limp had vanished, leaving her long, lean, and dangerous once again), Felline shuffled toward the prince, holding her sore elbow. Snarf bolted out of the tower and skidded to a stop at her feet, yowling.

"What is it?" Tygra asked, instantly alert.

Snyar snyar, Snarf said frantically.

Panthro jerked awake. The kittens and Cheetara came running.

Snyaa, Snarf wailed.

Although he was Lion-O's pet, next to his brother, Tygra knew the little creature best. No one knew exactly what Snarf was saying at any given time, but Tygra seemed to understand that something was seriously wrong. And the only thing that Snarf cared about was Lion-O. Alarm spread across Tygra's face. One look at him and Cheetara was off, disappearing into the tower in a blur. Snarf followed her as fast as his short legs could take him.

"Come on," Tygra said grimly, holstering his pistol.

So up they climbed to the top of the tower, where the afternoon sun streamed unchecked through the stone latticework of the ceiling. Lion-O lay flat on his back, unmoving. The Book lay several feet away, its covers closed. Sunlight glowed in the smooth, round jewel like embers.

The sight of him lying there, so still, made Felline's heart crawl into her mouth. No one seemed to want to get close enough to touch him. Snarf, WilyKit and Kat, and Felline bent over him. Felline thought she could detect the faint rise and fall of his chest as he breathed.

He wasn't dead. Was he asleep?

She glanced at Snarf, who was shivering in the hot sunlight. No, whatever was wrong was more than slumber.

They bent nearer.

His face was at peace. There was no sign of blood or any kind of struggle. What could have happened? Did it have something to do with the Book? What were they supposed to do? How could they help?

With a cry, Lion-O jerked awake.

He blinked once. Twice. Looked around without moving his head. Blinked again, and saw them crowded around his body.

Life and intelligence returned to his face. Painfully, as if he'd been the one getting whacked about the shins by Cheetara's staff all day, he sat up.

Myao, Snarf said in a small voice.

Lion-O stood up. His eyes were on the sky, visible through the tower's roof.

"I know what we have to do," he said.


A/N: Hello, Dear Readers! How was your Christmas? I hope everyone had a wonderful holiday.

Number one: I know I've said this before - we writers are so impressionable! I (vaguely) knew already how I wanted to handle "Legacy" when I first started writing CC, but the exact wording didn't form until three comments by (I believe) WAR-Operative, Blacktiger93, and Heart of the Demons all meshed together in my head with the two second scene of Cheetara training the kittens at the beginning of the episode, and this is the result! :3 Reviews are really an awesome source of inspiration. Who knew? :3

Number two: Gaw rak rak, snake-birds, and the wing-ed water snake: Totally stolen from the original series. And Cheetara's quote is Buddha's. Because that's how I roll.

Reviewer Thanks! Blacktiger93 (Here you go, thanks for the earworm!), Mooncloudpanther (:3 I thought I'd die of the cuteness), Darwin (Thank you!), KelseyAlicia (Yay, thank you!), Heart of the Demons (LOL, poof, it's fixed! :3), Night Whisperer (Yes, plot device! That's the plan, anyway :3), Momochan77 (Aw, thanks - she'll appreciate the vote of confidence!), Naiko20 (Thank you!), and WAR-Operative (Most excellent points, even if they are from ch 14, and I hope I did address them here!). Thank you for reviewing! Group hug!

Anne