RWBY Watches Death Battle — REMASTERED — A RWBY fanfiction by epicvictory2025, remastered by Fireball Dragon

Episode 26 – He-Man VS Lion-O (Real)


Dragon's Notes: What is wrong with you people? Could you not tell that the previous version of this chapter was an April Fools' joke? Hey, StrongGuy159, maybe if you actually went out of your way to give far more thoughtful and elaborate reviews than just "Cool chapter continue please," you'd be smart enough to know crappy grammar when you read it.

Seriously, did epicvictory type the original version on his phone or something? When was the last time he even heard the characters from RWBY talk? I swear, it's almost as if English isn't his first language. Seems like he wouldn't know how to properly use an apostrophe to save his life, amongst other grammatical sins he's committed in his original version…

If you still think "I didn't see anything wrong with epicvictory's version," just compare this chapter side-by-side to the April Fools' version. That one was literally taken from the original text itself with virtually no modifications or corrections whatsoever. Beyond cringeworthy writing, seriously.

Anyway, RWBY Watches Samurai Jack Remastered is gonna be up at some point. And I'll have to start wrapping up the whole five seasons for RWBY before they can watch Samurai Jack VS Afro Samurai. RWBY Plays Grim Fandango is also on the horizon, so be on the lookout for that too. With all of that being said…

Enjoy the 26th remastered chapter.


He-Man belongs to Mattel.

Lion-O belongs to Rankin-Bass.

RWBY and Death Battle belong to Rooster Teeth.


The sun rose high in the sky again as the Vytal Tournament drew closter. The Death Battle RWBY saw last night was the best one they watched so far. Eager to start the second season, they hurried out of bed to get ready for classes. While having breakfast in the cafeteria, they decided to hear what JNPR thought about the episodes they watched:


Episode 16: Chun-Li VS Mai was… Well, both combatants were very beautiful (And well-endowed) female warriors, which earned the respect of Pyrrha and Nora (Along with envy for their figures), while leaving Jaune and Ren quite… Bewildered at the fanservice, which the girls enjoyed teasing them about. Ren in particular was intrigued by how both fighters wore clothing similar to his, Chun-Li's garb especially. Pyrrha actually started to idolize Mai for being a beautiful ponytailed woman associated with the color red just like her and fantasized about sparring with her. Though the way Mai left Chun-Li to ashes sent chills down her spine like no tomorrow. She didn't know why.

Episode 17: Starscream VS Rainbow Dash was nuts. To think that a cute little pony could defeat a giant robot that transforms into a fighter jet… Nora really liked how cute Rainbow Dash was and how she could control the weather, including lightning. She even imagined her and RD fighting alongside each other with the Pegasus using a thundercloud to give Nora a power boost. JNPR didn't like how sleazy Starscream could be, but they didn't expect RD to eat his freakin' Spark. Yeesh.

Episode 18: Master Chief VS Doomguy was epic. They all loved seeing the guns and bombs fly around, Nora especially. As JNPR were also big fans of Red vs. Blue, they ended dropping a lot of quotes from the show like RWBY did.

Episode 19: Eggman VS Wily caught their attention with pitting outright robot armies against each other for this fight. The idea of Wily's Roboenza infecting things like Atlesian technology scared them, however. Jaune really liked Metal Sonic and Bass. Nora was enamored with all of the artillery the robots possessed. Pyrrha liked Magnet Man, for obvious reasons. Both Ren and Jaune were impressed with Wily's sense of strategic and tactical know-how, especially with his escape dummies.

Episode 20: Peach VS Zelda was pretty weird showing princesses fighting, but it was indeed fun. Nora loves pink so she approved of Peach, especially her Mega Strike. The team liked how Zelda, despite looking so dainty, was skilled with magic and a bow, though the idea of a "magic bowman" sent chills down Pyrrha's spine. She didn't know why. When Peach… obliterated Zelda's head, it shocked JNPR, to say the least.


During the whole conversation, Velvet, thanks to her enhanced hearing from her rabbit ears, overheard it all and wanted to watch the show for herself. JNPR gave her the first ten episodes for Team CFVY to watch, and warned her about how violent it could get along with Boomstick's… Antiquated remarks regarding women.

As time passed, RWBY went off to train in the Emerald Forest. They wanted to try and practice fighting larger groups of enemies. RWBY managed to find a particularly big group of Grimm consisting of Beowolves, Ursa and even a few Creepers. As RWB drew their weapons, Yang simply walked ahead of them with a confident stride.

"Yang…. what are you doing?" Ruby asked her sister in concern and confusion. Yang didn't answer, simply staring down the closest Grimm in the pack with a challenging smirk on her face.

Putting her hands together, Yang begins to glow with Aura as she tries to imitate what she saw during last night's binge of Death Battle. RWB immediately recognized the stance she took, but Ozpin and Glynda, who were monitoring them on their scrolls didn't know what she was trying to do.

"Wait… she's not…" Weiss said in disbelief. A ball of Aura begins to form between Yang's hands as it slowly gets larger. She begins to say the famous "magic words" every weeb has tried at one point.

"Kaaaaaaameeeeeeee-"

"Yep, she's doing it." Blake said in a deadpan voice. She warned her partner about the dangers of doing this.

"-haaaaaaaameeeeee-"

Beads of sweat roll down Yang's face as her Aura is all being focused into the orb. Exhausting herself with each passing second, Yang then thrusts her hands out to launch the Aura attack at the enemy Grimm.

"Haaa-"

But unfortunately… it didn't go out as Yang wanted it to as the ball of Aura exploded. Dust and smoke flew everywhere while RWB and the Grimm stared at the scene in shock. Ozpin and Glynda were surprised to see this as well.

As the smoke cleared, Yang stood in that same pose with wide eyes covered in smoke. She coughed out a bit of dust and muttered a response before passing out.

"Worth it."

She fell over unconscious. Weiss and Blake facepalmed while Ruby was extremely worried about her sister. The Grimm looked at each other, shrugged and charged. RWB attacked as they had to defend Yang.

Yang had to be escorted back to Beacon's infirmary until she recovered. Weiss and Blake still couldn't believe that their teammate did something that reckless.

After another long day of classes and training, RWBY returned to their dorm and got their snacks ready for the second season premiere. Ruby put in the disc for episode 26 and hit play. As the intro started rolling, the girls were introduced to a culture… known as the '80s.

Wiz: Ahh, the glorious '80s. That odd era of big hair, keytars, and goofy muscular heroes with questionable sexual preference.

"Is that really what the '80s were like?" Weiss asked. They weren't born in that time, and it's likely the '80s in Remnant was different from Earth's.

"Generation gaps can feel a lot bigger than they really are," Yang said.

Boomstick: He-Man, Master of the Universe.

Wiz: And Lion-O, lord of the Thundercats.

"Now those are some good-sounding names," Blake admitted while Ruby was excited.

Boomstick: He's Wiz and I'm Boomstick.

Wiz: And it's our job to analyze their armor, weapons and skill to find out who would win a Death Battle.

The first thing RWBY sees is a muscular blonde man wearing a white shirt with a reddish-pink vest, purple pants and darker purple tights over it. He's running into battle with his pet tiger by his side.

Prince Adam: Let's go, Cringer!

Announcer: He-Man and Battle Cat are about to make an appearance.

"He-Man!"

Wiz: Prince Adam is the pathetic bumbling son to the royal family of Eternia.

Weiss actually admired Adam for being heir to a legacy like herself… then Adam ran into a torchlight and fell over. Ruby and Yang were laughing. Blake chuckled a bit and Weiss facepalmed.

"Dear lord…" Weiss muttered.

Boomstick: Haha, dumbass.


BACKGROUND

Alter ego: Prince Adam

Height: 2.1 m / 6'11"(As tall as Junior)

Weight: 145 kg / 320 lbs

Descendant of King Grayskull

Leader of the Heroic Warriors

Trained by Man-at-Arms & Teela

An excellent singer? (Weiss likes this since she's also good at singing)


Wiz: Then one day, a bird-clad sorceress gave him the secret powers of Castle Greyskull, transforming him into He-Man, the most powerful Chippendale in the universe.

"Really?" Blake wondered. "How strong is he?"

Prince Adam: Fabulous secret powers were revealed to me the day I held aloft my magic sword and said, "By the power of Grayskull…"

Adam drew his sword, chanted the line and was enveloped in a bright light. Adam then transformed into a muscular toned man wearing nothing but full-covered spandex, furred boots, metal bracelets, and a battle harness on his chest. RWBY, especially Yang, were blushing at seeing such a hunk of a man in a barbaric outfit.

He-Man: "I HAVE THE POWER!"

"Man… that's what I call manly~, Yang purred.

Boomstick: Wait, wait, that's his story? He just thrusts his sword up and down and yelled some random shit until he turned into a near-naked superhero?

Wiz: Well, more like a cheap action figure.

"What a lazily-written origin story," Weiss snarked.


POWERS

Herculean strength (Yang likes)

Super durability

Super speed (Ruby likes)

Super breath

Can create a tornado (Much like Dew Gayl from NDGO)


Boomstick: He-Man possesses Herculean strength, speed, durability, and a super breath which can blow over most foes…

RWBY was impressed with his superhuman abilities, seemingly on par with Superman.

"So awesome," Ruby fangirled.

Boomstick: And probably a few other things if you know what I'm saying.

Ruby didn't really get it but WBY blushed a bit when Boomstick mentioned "blowing over." The scene changed to show He-Man's main weapon, a big sword. Ruby was drooling and Weiss had stars in her eyes over the sword's beauty.

"That sword…. it's so marvelous," Weiss said.


ARSENAL

Power Sword

-Indestructible

-Boomerang throw (Some swords in Remnant can also do that)

-Deflects destructive waves

-Merged with Sword of the Ancients

Other magical properties

Bolas

Grappling hook

Shield

Korodite battle harness (Yang wants one)

-Multiplies his strength by 10


Wiz: The indestructible Power Sword is the conduit for his immutability and has some unique powers of its own.

Boomstick: Like any good sword, it deflects lasers and can also do a bunch of other stuff like magnetize special rings, or tie people up with magic S&M.

RWBY was really interested in the sword's magical properties and versatile attacks…. but WBY blushed when they heard "magic S&M" while Ruby didn't get what that meant.

"Boomstick… I swear," Weiss muttered.

Wiz: And while he's skilled enough to throw his sword like a boomerang, he occasionally uses ranged gear, such as a grappling hook or bolas, to battle the evil of Skeletor.

Ruby loved the bolas and grappling hooks. Blake was intrigued as well since her weapon worked in a similar way. One look at this Skeletor villain and the girls could tell he was a nasty guy; I mean, he had a freakin' skull for a face!

Boomstick: I don't know where he's keeping all those things. I mean he's pretty much na-

He-Man pulls a pair of bolas out of his spandex which made RWBY blush even more.

Boomstick: WHOA-HO-HO-HOO!

"I wonder what else he keeps under there~" Yang purred.

"Yang… just stop," Weiss facepalmed.

Boomstick: You'd think he'd keep it in his battle harness made of Korodite, which, by the way, further multiplies his already insane strength by ten.

"I want one…" Yang murmured.

"Me too…" Ruby agreed.

"Every cool thing you two see makes you want it," Blake quipped.

He-Man: That's what the sorceress fashioned this harness from. It helps add to my power.

What RWBY sees now is a large green tiger with yellowish-orange stripes. He looks nervous for some reason. RWBY, especially Blake, found the tiger cute when they showed him as a little cub.

Wiz: Prince-Adam is not the only one getting a power-up. He has an adopted cat whom he saved from the jungle at a young age.

Boomstick: He named him Cringer 'cause… well... he's a little bitch.

RWBY laughed at how Cringer was literally a "scaredy-cat" hiding under Adam's shirt when he was a cub.

Boomstick: But whenever He-Man transforms, he zaps the little pussy, transforming him into the ferocious Battle Cat.

When Cringer became Battle Cat, RWBY stared in awe as the wimpy cat transformed into a ferocious, bloodthirsty, armor-clad tiger with large saber teeth. Then Battle Cat let out a mighty roar.

"So awesome!" Ruby said.

"I would so ride that into battle," Yang said, impressed. Blake was even more impressed. She wanted to slay Grimm with Battle Cat so badly.

Wiz: Despite Cringer's reluctance and downright refusal to do so.

Boomstick: He's kinda like the Michael Vick of cartoon heroes.

"Don't know who that is," Blake said.

Cringer: (Hiding in a cave) Oh no. My mother didn't raise any foolish children.

RWBY giggled at how cowardly Cringer is.


BATTLE CAT

Alter ego: Cringer

Height: 1.5 m / 5' [on all fours]

Weight: 226.8 kg / 500 lbs.

Tiger/Dragon mixed hybrid (Much to RWBY's shock and awe)

Vicious & volatile

He-Man-like powers

-Super strength

-Super speed

-Roar can cause earthquakes


Wiz: Granted, Battle Cat is a tremendous asset. He is so vicious it's implied if he doesn't transform back into Cringer, he could go on an unstoppable rampage.

"Yikes. Who knows what would happen then," Yang said.

Wiz: After all, he is half-tiger, half-dragon.

Boomstick and Ruby: Gimme, gimme, gimme, gimme!

Hearing the fact that Battle Cat was a tiger-dragon hybrid made Ruby want one so badly. God only knows how Cringer and Zwei would get along…

Wiz: He-Man has moved mountains, reversed a tornado, ran in circles fast enough to create a vacuum….

"What?" RWBY said in confusion. Moving mountains and reversing tornadoes was crazy enough, but running around a large body of water fast enough to turn it into a freakin' hurricane? Boomstick was just as flabbergasted.

Boomstick: The fuck?

Wiz: …And dug to the center of the planet with nothing but a broken stalactite.

This isn't a joke. RWBY sees He-Man using a stalactite and drilling through the earth… With absolutely no signs of slowing down.

"WHAT?!" RWBY said in disbelief.

Boomstick: The DOUBLE fuck?!

Weiss was completely dumbfounded after that. There is no way a stalactite should be able to reach the core of a planet without wearing down.

"Did he just use… a stalactite… to dig to the center of his planet?" Weiss said in disbelief. He-Man seemed stronger than even the strongest on Remnant.

"Yep… and there's more where that came from," Blake answered as they see all the other insane feats He-Man has in his resume.


FEATS

Moved a mountain (Seriously)

Lifted the city of Arcadia

Reversed a Tornado (That would leave Dew in shock)

Has battled Superman (Much to RWBY's surprise)

Pushed a moon (Again, totally serious)

And many other seemingly impossible feats


Wiz: He even shattered Photanium, the strongest metal in his universe when even his closest friends believed it would be too much for him.

Blake and Yang were beyond impressed with He-Man's massive strength. They were almost about to faint, one part in shock, two parts of swooning over him.

Boomstick: And he traded blows with Superman.

RWBY sort of expected him to be on Superman's level, but they didn't expect him to actually fight Superman, let alone on equal footing. They quickly inferred that it was because Superman had no special protection against the magical properties of He-Man's arsenal and abilities, however.

Boomstick: You know that one guy who can lift entire planets and maybe killed your favorite person ever?

RWBY recalled the fight between Goku and Superman, which was being displayed on screen as Boomstick referred to it.

Boomstick: That one.

"Why would they mention Goku VS Superman?" Weiss said in question.

"Goku was one of my favorites," Yang said. Though she took his loss to Superman far better than a lot of other overcompensating and overbearingly butthurt weebs.

Wiz: Well, he's not that strong. But he did manage to push a moon once… err… twice.

"He pushed a MOON?!" Blake said in exasperation. "TWICE?!" It reminded the girls of how Remnant's moon was in a permanent state of destruction.


WEAKNESSES

May revert back into Adam from extreme force

Power from Grayskull can be relinquished

Lacks deadly ranged gear

Limited experience with violence (Much to Yang's disbelief)


Wiz: But, despite his miraculous strength, he is not invincible. Enough raw force can revert him back into the far more vulnerable state of Prince Adam. He also despises violence.

Yang was shocked at hearing that. How could someone as manly and strong as He-Man despise violence?

Wiz: Preferring to outsmart opponents and thus has much less physical combat experience than you think.

"Okay… not as awesome as I thought he was," Yang said.

"But he's still really strong," Ruby replied. "And handsome." The girls all agreed on that part, at least.

Boomstick: Still, he's still pretty good at beating the ever-living crap out of people, no matter what planet or series he's on.

Wiz: That's right. The 1990's New Adventures of He-Man is technically the same He-Man we all know. Giving him much more experience-

Boomstick: Wait, wait, wait! What was that?

RWBY is confused why they stopped.

Wiz: Shhh! This is vital.

Boomstick: No, no, no! Go back! Go back! (Rewinds scenery) Right there!

RWBY sees He-Man holding a severed chain attached to a beast that was plowing the fields… then fixing it just by pushing the broken halves of the chain link together.

He-Man: There you go fella. Good as new.

RWBY was dumbfounded. How did He-Man do something like that?!

"This guy just keeps doing the impossible," Weiss muttered.

Boomstick: WHA-?! "Okay! So, it's broken! I guess I'll just magic it back together!"

Wiz: The magic of the '80s, Boomstick…. the magic of the '80s….

Ruby, Yang and Blake were laughing while Weiss facepalmed again.

"That era sounds like a time I DO NOT want to experience." Weiss muttered.

Boomstick: Magic of lazy writing.

"And the magic of limited animation budgets," Ruby said with a smirk.

A drawbridge lowers showing He-Man riding on Battle Cat, staring at his opponents.

He-Man: Next time, you might try knocking first.

"He-Man!"

After that. RWBY was impressed with what He-Man is. Yang admits he's quite the hunk and admires his strength and impossible feats. Weiss admires his royal lineage compared to her heiress status for her father's company. Blake is impressed with Battle Cat. Ruby also likes the Power Sqord and Battle Cat. She even wishes Zwei is also the Battle Dog. But what shocked them the most is He-Man doing the impossible… almost as much as Superman. On to the next opponent.

The next combatant is a cat-man with brown fur, red mane-like hair, and orange eyes. He's wearing a masculine sports bra that's attached to his wrestling shorts with a belt that appears to have the symbol of a black cat's head on it, all while wielding a cool sword with the same symbol in its hilt.

"Thundercats!"

Lion-O: Let's get this show on the road!"

Blake was blushing at how handsome Lion-O was and Yang took notice.

"Having a slight crush, kitty cat?" She teased.

Blake blushed a little further.

"Uh… NO! He's just… admirable."

"Right," Yang said with a cocky smirk. She could see right through Blake.

Wiz: As a child, Lion-O barely escaped the destruction of his home planet Thundera.

RWBY felt bad at seeing another planet get destroyed. Earth, Krypton, Vegeta, and now Thundera. When will it end?

Wiz: His father sent him Third Earth with five Thunderian nobles to uphold the royal lineage.

"That sounds almost like-." Weiss commented.

Boomstick: You know, I'm really getting tired of people ripping off Superman.

"I was gonna say," Weiss muttered.

Wiz: But the Kryptonian comparison stops there. As en route to Third Earth, a suspension capsule malfunction… or something, it's not really explained- Caused his body to age ten years.

"His body aged ten years?" Weiss said in slight disbelief. "What about his mind?"

Lion-O's father: During that time, he grew in size, but he did not grow up.

RWBY was shocked. They thought Lion-O was an adult, but it turns out he still had the mind of a child. Yang took this opportunity to tease Blake some more.

"Seems like he's a bit too young for you then," Yang said with another smirk. Blake scoffed in response, but agreed with her partner; it was kinda weird to realize how young Lion-O's mind was.

Lion-O: (Climbing out of the capsule dazed and confused) What's going on? (Bumps his head on the capsule lid) Oh!

Boomstick: Ah. We missed the cute kitty stage.

Everybody was silent as they saw a cute picture of a cat wearing a lion's mane. RWBY squeed at the cute kitty. But they were also surprised seeing a softer side of Boomstick.

"Didn't Boomstick mention he had a kitten launcher?" Ruby asked in confusion.

"Yes. But he seems to adore them as well," Weiss said.

Boomstick: Shut up! Kittens are adorable!

"And there you have it." Yang said with a smile.


BACKGROUND

Age: 13 years, physically 23

Height: 1.9 m / 6'4" (As tall as Adam)

Weight: 102 kg / 225 lbs

Species: Thunderian

Lord of the Thundercats

Trained by Thundercat nobles

Has command over all cats (Blake likes that)


Wiz: As the newly crowned lord of the Thundercats, Lion-O is the leader of the group and commands all of cat kind.

Ruby was smiling with pride since Lion-O is the leader of his team and Blake is impressed he can control cat kind.

Snarf: Lion-O has power over all cats!

The scene then cuts to show Lion-O facing his arch-nemesis, who appears to be some kind of demonic, mummy-like being in a red hooded cape, like Ruby's. The villain known as Mumm-Ra the Ever-Living.

"Is that the bad guy?" Ruby asked. "He looks evil. But he's good fashion sense."

Wiz: Against the evil forces of Mumm-Ra, Lion-O was forced to mature on the battlefield. He is a quick learner, helped by his cat like abilities and attributes.

"So is Blake!" Ruby cheerfully said. Blake smiled with pride.

Boomstick: Which means he's got superhuman agility and senses.

Wiz: Right. For example, while a human's nose has 5 million odor-sensitive cells, a cat's has over 200 million.

RWY was shocked at hearing that factoid while Blake smirked with pride.

"Does a cat Faunus have that many cells in their noses?" Weiss asked Blake.

"Well. Some cat Faunus can have that many. But not all of them," Blake answered. She's far more reliant on her super-sensitive cat ears.

Wiz: Cats can hear 5 times better, have panoramic vision, and use their whiskers like antenna to scan for trouble. Meaning it's actually very unlikely for curiosity to kill a cat… unless they're distracted by bright shiny things.

Blake was slightly irritated at that stereotype being pointed out while RWY giggled at the notion. Yang recalled the time she lured Blake with a laser pointed and guffawed.

Boomstick: Lion-O wears a manly sports bra and wrestling shorts. And doesn't seem to own anything else.

"Not that I mind," Blake suddenly spouted and blushed shortly after realizing what she said. RWY giggled even more.

Boomstick: Guess someone forgot to pack, oh, you know, CLOTHES for the interplanetary trip?!

RWBY saw magic fabric wrap around one of the other Thundercats, Cheetara, as it slowly transformed into a leotard to cover her previously-exposed body. Weiss, having a taste for fashion, wondered if it was possible to manufacture Dust-augmented clothes that could do the same.

What they saw next is what Ruby wanted to see the whole time. Lion-O's sword. In dagger mode, the crossguard points downward. In blade mode, it's a double-edged sword with a crossguard that curves upward. Ruby was drooling at the awesome-looking weapon and even Weiss admits it looks beautiful.

Boomstick: Wardrobe aside, he wields the Sword of Omens. A pocket-sized dagger which transforms into an epic blade after the most badass battle cry ever.

Lion-O: Thunder! Thunder! Thunder! Thundercats! HOOOOOO!

"That's an awesome battle cry." Yang commented with a smirk.

"So cool!" Ruby shouted.


SWORD OF OMENS

Cuts through most metals (Ruby drooled)

Extends Immeasurably

Can be summoned from a distance

Flight

Casts force fields

Sword Beams

-Lightning, fire, or varied temperatures

-Taser + "guiding" beam

-Scattered explosive beams

-Many, many more


Boomstick: It's an extremely durable, double-edge blade that cuts through stone and steel with ease. It can fly, make force fields and shoot over 15 different kinds of beams. Lightning bolts, fire blasts and even a tractor beam which Lion-O can guide things with which is great when you're on the couch. "Sword of Omens, bring me snacks beyond snacks…. and a beer.

Ruby was again drooling at everything the sword can do, wanting one just like it for herself. Weiss was also impressed with how versatile the sword was, much like her own weapon. They notice that inside the hilt is a red jewel with a cat head as its symbol.


THE EYE OF THUNDERA

A separate, living entity (Much to RWBY's surprise)

Limitless magical power

Grants super strength

Alerts of relevant danger

Source of Thundercat life

Sight-Beyond-Sight

-Surveys events across space & time

-Visual & audible

-Cosmic & magnetic fields can interfere


Wiz: The sword's power stems from the gem in its hilt. The Eye of Thundera. A legendary jewel with limitless magical power which its wielder can call upon, even from a great distance such as inside a black hole.

Lion-O: Sword of Omens, come to my hand! (The sword flies over to him)

RWBY was awed at seeing this mystical jewel reaching Lion-O even from a black hole. The sword would have to be moving at near-light speed to do that.

Wiz: It is powerful enough to hold a planet together.

RWBY jaw-dropped at that. Seemed like way too much power for one gem to have. And Lion-O wields such power in his sword?

Wiz: And can spot people and events across space and time.

Lion-O: (Placing the sword in front of his face) Sword of Omens, give me sight beyond sight. (The sword shows him what he needs to see)

Lion-O's next tool that Ruby was eyeing at was a gauntlet that looked a lion's claw.

Boomstick: He wears the Claw Shield. An extremely durable, claw glove thing with which, in his first outing, he effortlessly punched down a tree. Hey! That's like how I catch squirrels for supper!

RBY were laughing while Weiss facepalmed hearing how Boomstick hunts for squirrels.


CLAW SHIELD

Extremely durable claw

4 grappling hooks

Claw-shot

Smokescreen

Highly reflective surface

Claws can pierce stone

Small, portable size

Sheaths the Sword of Omens


Wiz: The Claw Shield may be small but it's proven effective against blades, blows, and lasers. As a bonus, it has four grappling hooks, a smokescreen, and functions as a neat little scabbard for the Sword of Omens.

Ruby was squealing in excitement at how a simple gauntlet could have so many functions. Yang wanted one for herself.

Boomstick: But the Claw Shield can't protect him from everything.

Wiz: While Lion-O is quite sophisticated for a 13-year-old, oversized, man kitten, He is still somewhat immature and hot blooded.

"Kind of like my baby sister," Yang teased Ruby who pouted.

"I'm working on it… Though it's a learning process," Ruby argued.


WEAKNESSES

Thundranium (Similar to Kryptonite)

Very reliant on Eye

Minimal education

Somewhat immature & hot-blooded (Like Ruby and Yang)

The Eye is the source of his life


Wiz: Also, both Lion-O and the Eye of Thundera share a common weakness to a glowing red rock called Thundranium….

"Wait…. that sounds almost like… Kryptonite." Blake pointed out.

Wiz: ...Okay, I lied, there was one more Superman rip-off.

"At least he's being honest," Ruby said.

"Guess the cat's out of the bag now," Yang joked. RWB groaned at that.

Wiz: While the Eye is one of the most powerful weapons ever conceived, it may also be his greatest weakness.

"Wait, what?" Blake asked.

Wiz: Turns out, it's the source of life for all Thundercats. So, if it's destroyed, so is Lion-O… and his entire race.

RWBY felt concerned for that Lion-O is carrying a jewel attached to his weapon and at the risk it will be destroyed and lead to his race's extinction.

"Lion-O is at a big risk if he's using that in battle," Weiss said.

Boomstick: (Sarcastically) I know! I'll bring it into constant danger and get disarmed A LOT!

"Yeah, that makes perfect sense," Weiss also said sarcastically.


FEATS

Lifted & threw an Ancient Spirit of Evil

Beat Panthro in combat

Beat Cheetara in a 5-mile sprint (Much to Ruby's awe)

Pulled an escaping starship down (Yang was impressed)

Survived the planet's core

Survived the vacuum of space (What?)

Held together a broken planet


Wiz: Still, Lion-O is stronger, smarter and faster than any other Thundercat. He can pull down a spaceship attempting escape velocity.

Yang whistled, impressed at that strength.

Wiz: And won a foot race against Cheetara, who can run 120 miles per hour.

That stunned RWBY. Most Huntsmen and Huntresses can't even run half that fast without using their Aura, so that speaks volumes for Lion-O.

Boomstick: Oh look, he fought Superman too.

"Seems like He-Man isn't the only one," Blake said with a smirk which Yang chuckled at.

Wiz: He's tough enough to survive boiling water-

RWBY cringed at hearing that since boiling water was not pleasant to be in.

Wiz: The molten core of the planet and even the…. vacuum of space?

RWBY was dumbfounded.

Boomstick: '80s magic Wiz…. '8's lazy written magic.

"I think I'd love the '80s," Yang said jokingly.

"I don't," Weiss muttered.

Lion-O: Sword of Omens, give me power beyond power! HOOOOO!

After seeing his rundown RWBY also admired Lion-O. Ruby was most impressed with the Sword of Omens, still drooling over all of its crazy features. Weiss also liked the Sword of Omens' versatility. Blake admired Lion-O and, embarrassed as she was it admit it, did in fact crush on him a little. Yang liked how badass he was… Almost as much as He-Man.

"So, who do you think is gonna win?" Ruby asked.

"He-Man," Yang said.

"Lion-O," Blake answered.

"Can't decide," Weiss said.

"Then let's watch," Ruby said as they finally get ready to see the battle itself.

Wiz: Alright. The combatants are set. Let's end this debate once and for all.

Boomstick: It's time for a Death Battle!

The first thing RWBY sees is Prince Adam standing in the middle of a forest.

Prince Adam: Okay, Cringer. Let's try this again. This time, no whining, okay?

Cringer is hiding in a bush like the coward he is.

Cringer: Oh no. Not again.

RWBY chuckled at seeing Cringer live up to his name.

Prince Adam drew his Power Sword in order to transform into He-Man.

Prince Adam: By the power of Grayskull! (Prince Adam transforms into He-Man) I HAVE THE POWER!

"He-Man!"

"That battle cry never gets old," Yang said with pride.

He-Man aims his sword at the bush, and shoots Cringer with a beam of energy which transforms Cringer into Battle Cat.

Cringer: The pain! (Roars as he transforms into Battle Cat)

Nearby, Lion-O is walking through the forest and hears Battle Cat's roar. He seems to think that a helpless animal is being assaulted, and he's not too far off on that.

Lion-O: That sounds like trouble. (Draws the Sword of Omens and chants his battle cry as the sword extends) Thunder! Thunder! Thunder! Thundercats! HOOO!

"Neither does that one," Blake also said.

Lion-O: Sword of Omens, give me sight beyond sight.

Back to He-Man. Cringer is now Battle Cat as He-Man mounts him.

He-Man: Alright, Battle Cat. Let's go do something normally perceived as impossible.

Lion-O: Stop right there!

Lion-O appears in front of He-Man and Battle Cat.

Lion-O: You would mount that poor pussy like some kind of mule? You muscular fiend! (To Battle Cat) Noble tiger, turn on your master!

Due to Lion-O's ability to command all cats, Battle Cat obeyed and bucked He-Man off his back who hit the ground with a thud.

He-Man: He must have control over animals!

In a split second, He-Man ran up to Battle Cat and uppercut the beast sky-high. RWBY did not see that coming.

He-Man: That should keep you busy for a while.

Lion-O: I am Lion-O, Lord of the Thundercats. And you will pay for your animal cruelty.

RWBY all sweatdropped as they knew this was all one big misunderstanding.

"I think they got off on the wrong foot here," Ruby said nervously, knowing full well what was about to happen.

"Imma still enjoy it, Yang said with a smirk.

He-Man: I am He-Man. (Draws his Power Sword) Back off, feline. You are clearly not equipped to-

Lion-O draws his Sword of Omens which extends to match the Power Sword in length.

He-Man: Oohhh~

RWBY was dumbfounded at He-Man's comment.

"Did he just… react like that?" Weiss pondered. RBY wasn't sure what to say.

"Let's just watch the fight," Blake said. Ruby was shaking in excitement.

FIGHT!

Lion-O starts off by firing a lightning blast from his sword, but He-Man deflects it back, which Lion-O blocked. He-Man jumped over to a nearby boulder which he effortlessly hurled at Lion-O. Lion-O saw the large rock hurtling towards him and leaped at it while slicing through it with like butter. Both muscular heroes go into an epic clash of blades that sent off sparks. Ruby was grinning ear-to-ear at the spectacular fight.

Lion-O then uses his speed to try to swipe He-Man from the sides or back but He-Man's reflexes managed to block Lion-O's attacks and even disarmed him as the Sword of Omens flies out of the cat man's hand.

He-Man: Surrender! You are defenseless!

Lion-O isn't completely helpless.

Lion-O: I've got plenty of tricks left!

Lion-O gets out his Claw Shield and sprays a cloud of smoke at He-Man, blocking his vision.

He-Man: (Coughing) Have to… clear this…

He-Man blows the smoke away with his super-strong breath but now sees that Lion-O has apparently gone into hiding.

He-Man: There. Now where did he go?

The camera shifts over to one of the trees which Lion-O is hiding behind. He needs to get his sword back if he wants to win the fight.

Lion-O: (Whispering) Sword of Omens… come to me.

He-Man: I heard that.

RWBY was surprised at He-Man hearing Lion-O whispering.

"Does He-Man also have super-hearing?" Ruby wondered.

"Apparently," Blake responded. Since her cat ears also grant her super-hearing, she liked that a lot.

He-Man dashes towards the tree at speed that rivals Lion-O's and with one punch, obliterates the tree.

"He-Man!"

Ruby and Yang had stars in their eyes seeing He-Man demonstrate his amazing strength to incredible orchestration.

"Do we really have to keep hearing that?" Weiss said, annoyed at the music constantly chanting He-Man's name. The other girls giggled.

Lion-O's sword returns to him and he fires more lightning bolts, which He-Man still blocks. The Prince of Grayskull then throws his own sword at Lion-O. Unfortunately, it not only misses its target, but even when it tries to fly back to He-Man's hand, Lion-O prevented that from happening.

Lion-O: Not so fast!

Lion-O catches the sword with a tractor beam and then plunges it into the ground blade-first. He then gets out the Claw Shield again and shoots out a set of ropes to ensnare He-Man.

Lion-O: Want to keep going? Looks like you're a bit "tied up" at the moment.

"Great… Now he's making puns," Weiss groaned while Yang laughed with pride.

He-Man: Sorry, cat man. But you won't "string me along" that easily.

He-Man easily breaks the ropes by flexing his arm.

"He-Man!"

Weiss facepalmed while Yang was laughing. Ruby and Blake slightly chuckled as well at all of the cheesy '80s writing.

With He-Man disarmed, Lion-O sends off a volley of lightning bolts which forces He-Man to take evasive action.

He-Man: A whirlwind should blow him off course.

The prince of Grayskull spins around and creates a tornado which sucks Lion-O inward.

Lion-O: I… think…. I…. got a…. hairball! (Gags)

Lion-O is thrown out of the tornado and lands on his feet easily. He-Man retrieves his sword and both fighters charge at each other. However, Lion-O's superior speed allowed him to slice He-Man's side, thus drawing the first blood in the fight. RWBY cringed a little.

Lion-O: Feel the power of Thundera!

Lion-O blasts a powerful beam at the Prince of Grayskull which sends him flying so far, he disappeared from Lion-O's vision.

Lion-O: Now to finish you off! Wait… Where did you go?

"Didn't you blast him out of sight?" Weiss asked sarcastically.

Lion-O: Sword of Omens. Give me sight beyond sight.

The sword shows him a mountain far away in the depths of the valley.

Lion-O: Hmm… a mountain. Why show me this?

Suddenly, upon closer inspection, the mountain slowly rises, much to RWBY's surprise.

"Oh right…. he's strong enough to move mountains." Blake said. RWY were speechless at seeing He-Man actually lift a mountain.

Lion-O: Wait a minute… that's…. impossible.

After realizing what's happening, the entire mountain starts launching off the ground.

"He-Man!"

Without warning, the mountain flew into the sky landing towards Lion-O. RWBY jaw-dropped at how far He-Man was willing to go to win. Even Lion-O was shocked.

Lion-O: By Thundera!

Lion-O concentrates, readying his Sword of Omens as the Thundercats theme song began playing.

Lion-O: Sword of Omens... give me power beyond power!

After saying that, a massive energy beam shoots out of the Eye and obliterates the falling mountain, turning into fine particle dust. RWBY jaw-dropped again. The Eye of Thundera seems like it's more than capable enough to keep up with He-Man's might.

"That was so awesome!" Ruby shouted. WBY agreed, albeit silently, since they were still awed at what happened.

Lion-O smirked at the accomplishment, but He-Man came sprinting back towards him and hit him hard.

"He-Man!"

He-Man's theme came into play once again.

Lion-O is dazed as He-Man runs by and punches him again. He-Man then leaps towards Lion-O who quickly erects a shield around himself. Using his Power Sword, He-Man manages to shatter the shield like glass. Lion-O stumbles back but managed to extend his sword to impale He-Man in the chest, once again drawing blood. He-Man screams in pain which RWBY cringed at again.

Lion-O: Time for the climatic finale!

Just then He-Man did something crazy; He punched the Sword of Omens' blade, sending a wave through it as it shattered into scrap metal. The Eye of Thundera is all that's left as it fell to the ground.

"He-Man!"

RWBY once again jaw-dropped in disbelief at how impossible He-Man's strength seemed to be. Even Lion-O was flabbergasted from what he saw.

Lion-O: That's not possible!

"But it just happened," Yang remarked.

He-Man leapt down on Lion-O, injuring him severely. He-Man then walks away as Lion-O groans in pain. Looks like he won… Almost.

He-Man: Ha-ha! You are finished.

Suddenly, the Eye of Thundera is now floating in midair, staring at He-Man. RWBY watches in curiosity. They know something big is about to happen.

He-Man: That gem…. it's looking at me.

Without warning, the Eye blasts He-Man with a massive surge of energy in one last attempt to kill him. He-Man slowly powers through the beam and clasps the Eye in his hands. RWBY wondered what he was about to do.

He-Man: Grayskull! Give me the strength of the castle's secrets!

And with that… He-Man shatters the gym… As Lion-O lays still.

RWBY remained silent as He-Man approaches the now dead Lion-O.

He-Man: Well… looks like curiosity killed THIS cat.

Blake felt offended at hearing that. Weiss was gonna say something about the lame pun until they heard something fall on the ground…. it was Battle Cat. He seemed fine after that long fall. It reminded Yang of how Nora launched her into the air during their food fight. She was airborne for nearly two minutes and landed safely. Battle Cat was airborne for almost TWICE that duration and was just as safe. Even Yang was impressed. He-Man started laughing.

K.O!

The girls were stunned at what just happened. Ruby and Yang started whooping and hollering how awesome that was. Weiss was dumbfounded at how such a brutal fight would have such a comedic conclusion, and Blake was a little disappointed Lion-O lost. To further the loser's humiliation even post-mortem, Battle Cat is now eating Lion-O's corpse while He-Man is singing with rainbows in the background. On with the results.

"He-Man!"

Boomstick: What a crushing defeat.

Weiss groaned at that pun while Yang laughed again.

Wiz: While He-Man had little trouble overpowering Lion-O's physique, the Eye of Thundera is easily the most dangerous weapon He-Man has ever faced. More than capable of obliterating him if given the chance.

"Which it didn't," Blake pointed out. They were still impressed that Lion-O had that kind of ace up his sleeve. Granted, it was the only thing he had that could kill He-Man, and it wasn't the most reliable of tactics, but it was still impressive.

Boomstick: Not only can the Power Sword deflect all of Lion-O's main attacks, it's obvious He-Man's strong enough to break the Sword of Omens. Just like the how the super strong and horribly named Tug-Mug broke it in the Thundercats show.

They were all surprised that the sword was actually broken in-show.

"Darn…. I thought it was unbreakable," Ruby said in slight disappointment, but she still loves the sword anyway.

Wiz: A moon weighs approximately 70 quintillion metric tons. The highest official amount a human being ever lifted without support is over 260 kilograms (573 lbs.).

"Pfft, lightweights," Yang said. She's effortlessly lifted a massive stereo speaker sans Semblance, after all.

"Yang, they don't have Aura," Weiss pointed out.

Wiz: Even after excluding the Korodite battle harness, He-Man is 10 quadrillion times stronger than the strongest men on Earth.

RWBY was stunned at the quantification of He-Man's strength… No wonder this guy kept up with Superman.

Boomstick: See? And you guys all thought you'd never see He-Man pound a pussy.

WBY were blushing at that double entendre, but Ruby thought it meant hurting a poor kitty.

Wiz: The winner is He-Man.

RWBY cheered for He-Man's winning but also respected Lion-O for putting up a good fight.

"He-Man!"

He-Man: Remember kids. It is very important to always get your pets spayed and neutered.

For a second, RWBY swore they heard Zwei whining in fear.

He-Man: Otherwise, it may lead to unstable behavior and unauthorized breeding.

Battle Cat: Rawr, I miss my balls!

Ruby and Yang were laughing while Weiss facepalmed and Blake rolled her eyes. They looked at Zwei again, whimpering in his bed.

"I bet Zwei still remembers when we got him fixed," Ruby said.

"Yeah, he was so sad, he didn't get out of bed for the rest of the day," Yang recalled. "And he really hated the cone they had to put on him afterwards." He does not like the Cone of Shame.

Weiss and Blake knew full well that it was all for the best, but Blake actually felt a little bad for the dog, much to her surprise.

Boomstick: Next time on Death Battle.

RWBY heard lighting strike in the background as an evil-looking man with blank white eyes faced the screen with an insidious grin. It made them nervous.

?: Kneel before my Psycho Power.

Then they see another villainous figure staring at them. This one had barbaric armor similar to He-Man's, a horned skull helmet, and orange reptilian eyes.

?: You weak pathetic fool. (Evil laughter)

The girls were anxious as Ruby put in the next disc and hit play.