Fall Of The Empire

Rating: T-17+

Disclaimer: I don't own this. . . or do I? Nah, I don't. So don't sue me. I'm already in enough debt with my student loans.

Author's Notes: Ayyyyyy, what's happening, everyone? I come bearing you an offering: how's another chapter of ROOTA sound? I sat down and was planning out the rest of the story, and if I told you that ROOTA only really has ~ 5 - 7 chapters left, what would your reaction be?

Spoiler: I may or may not be planning a prequel to FOTE / ROOTA, because I love endings that leave questions. And one of ROOTA's defining chapters is a bombshell. I can't wait to write it. I'm literally giddy just thinking about it.

Okay, so I want to address this, but I'm finding it super hard to write fight scenes with the Cats. Namely because it's in LO's POV, and in the show the problem is solved simply by flipping to and from different characters. In writing that would make it super boring. So I'm sorry if it seems like the Cats are just cardboard cutouts. But in my opinion, if you are fighting a person, and your BFF is fighting somebody - 99.5% of the time, you won't notice what's going on in their fight besides some glimpses because you're focusing on your own.

I'm not being lazy, I promise. It's just not realistic to have one character watch not one, not two, but three or four fights and have time to deal with his own realistically. So I'm not going to try and write it.

I'm really sorry this got so long. . . Don't ask me how that happened. It just did.

I'm still doing just fine and dandy in South Korea. The booze is cheap, the job is semi-easy, and the hours are pretty alright. South Korea's a pretty comfortable country, I can't wait to get out and start exploring it.

But anyway. ROOTA's next chapter, for your enjoyment. Feel free to drop me a PM, a review, whatever-have-you. Simply read it if that's what tickles your funny bone.

Also, I won't lie, I'm super stoked. I just checked out the view counter. Did you guys know that this story has over 28k hits? We've almost hit 29k! That's a lot of clicks, Batman. I'm super happy about that. Hello, readers!

Warnings: Nothing, except for stylistic things FF loves to om nom. Mild blood and gore. If you see anything with the first-person in it, it should be italicized. That is all.

. . . this text is here for a mysterious reason.


Lion-O dreamed.

But it felt. . . Odd. Distorted. His mind vaguely remembered a time before, when his life had slipped from between his fingers, and he'd been thrust into another plane. And when life had been granted to him again, everyone had looked at him with such relief - it had glimmered in their eyes. Even Tygra had looked pained and happy at the same time. As he slept, the dream took shape, forming to his memories. He stood in the desert where had once been, looking onto his subjects, gaze flickering from one to the next. In the distance, he could see the sun rising, bearing the fate of his death. He felt himself churn with concern, worry, and regret. He still had so much left to accomplish in the name of his race, his father. . .

A soft hand touched his face. He looked down.

White hair. Blue eyes. Tears.

The world became a blur, but he recalled what happened. Echo had tackled him into the dirt, had started shaking him as violently as the human had been physically able. Tygra had laughed and laughed. . . But the sound faded. Something's not right, Lion-O thought, but the feeling was quickly erased as the dream shivered and began to change. The sand dunes melted away, and in a heartbeat, Lion-O knew that he was in another place. He was still sprawled out on his back, but clumps of grass rubbed against his ears, dirt was matting itself into his fur and mane.

He felt pained, bruised, battered. But a weight was seated on his chest, hands wrapped around a high collar that almost felt like it was strangling him. Tears hit his fur, warm and wet. He looked up, and he saw Echo. . . Erica. But she was dressed in her battle gear, all silver and gray and metal buckles. Those eyes creased in relief and pain as she continued shaking him, lifting his chest and smacking it into the dirt, openly sobbing.

He wanted to tell her to stop, that he was fine, he'd survived, but when he opened his mouth, she violently shook her head and then stilled.

"No! You stupid, stupid, lion! Why did you do it? Why are you always doing that? Don't you know how important you are?"

Lion-O stared up at her, feeling conflicted. Of course he did. That's why he'd done it. Didn't Erica see that?

She crumpled in on herself, leaning forward and resting her forehead on his collarbone, body shaking as she sobbed. "What if you died? What would I do? Why are you always making me worry about you-"

She said a name, but a gust of wind stole the sound from his ears.

Lion-O felt his body moving, and he could see long sleeves covering him up to his wrists, slightly trimmed claws capping fingers that looked a shade too dark to be his fur. There was blood and gore there, under his talons. Where had he gotten it? He laid them up against her shoulder, trying to comfort her, despite the disgusting filth on his hands. She'd understand, wouldn't she? He had to do this. To protect her.

On the battlefield, nothing was more important and precious to him than Erica.

He felt her muscles relax under his touch. But instead of giving in like she normally did, she tilted her neck back.

"You have to let me protect you. Please. Please."

The dream shivered again.

Echo looked back at him, black and red garb standing out starkly against her white hair. It spilled onto his chest, wispy and soft, carrying that odd, human scent of hers. Her eyes glittered with tears. "Lion-O. Please. You have to let me protect you. . . Why won't you stop? Why are - why are you always trying to kill me?"

Warmth blossomed on his stomach, and his eyes jerked down, saw blood pooling in disgusting amounts under him, permeating the air with the smell of death. The light in Echo's eyes began to fade, and she started slumping over, her hands relaxing their death grip from his breastplate.

"Echo!" He sat up, reaching out, intent on catching her, begging her to stay with him, to not die-

And in a second, Lion-O was awake, bright white lights stinging his eyes. It took him a second to adjust, for his mind to wander back into the realm of the lucid. Damn his dreams. Lion-O took a moment to orient himself, closing his eyes again and soaking in the sensations that he could. His mind raced, but he pushed that to the side. Reality. He was back in reality. He wasn't dead. He felt bruised and sore, but he knew that was from the fight, from Erica's swords and her punches and kicks.

He could feel the steady thrum of the Feliner underneath him, and above that, the soft cot he was laying on. He could smell fuel and oil and leftover traces of smoke and cinders. He knew he was in the back of the hangar bay, their designated medical area. During the time that he'd been unconscious, somebody had seen to his wounds and they'd carried him back to the Feliner. Probably Panthro - he was the only Cat strong enough. . . Maybe. Lion-O knew Tygra could do it, sling his unconscious body over his shoulder, but there was no way his brother would let him live that down.

He was safe. Alive. Whole.

And in the span of a heartbeat, crushing guilt swamped through him.

Yeah, he was alive. But he'd failed.

Erica had recovered the essence of the first Guardian. Lion-O remembered watching the portal open, seeing the red, tattered cape fluttering around the edges of his vision. And in his mind, his imagination ran wild. He could see the disgusting, human form of Mumm-Ra wrapping his arms possessively around his friend, grinning at him smugly, darkness in his eyes.

"This, child king? It is mine." Mumm-Ra palmed the essence, grin widening. "As is she. Another tally to your list of failures, child king. All of what is transpiring is the sum of your weaknesses. . ."

Truth. He'd lost the first essence. His best friend. His kingdom. Some of his people. What kind of king was he? The king that continually failed, the king that clutched desperately to the precipice of success by the very tips of his claws? Lion-O was no fool. He knew luck played a large part in what successes he'd managed, and he was wise enough to know that soon, that luck would run out.

In his mind, he could see that short, ragged white hair flying in the wind.

He could still see her crying.

With a heavy heart - and a heavy sigh - Lion-O eventually opened his eyes again and managed to move himself into a sitting position. Erica had run him through with her sword, had twisted it, had relished hearing him scream. And what had all of that even meant? She owned him? And now she was calling him a liar. Kneading his temples with his fingers, Lion=O addressed some of the rushing concerns that was buzzing through his mind.

She'd called him a liar. She said she owned him. She'd kissed him as if they'd been lovers. But the way Erica spoke. . . It was difference. Echo had always been proud to ally herself with animal kind, and now she looked on them as if they were something beneath her. The darkness, hate, and madness simmering in her eyes. . . This couldn't have been because of her being outed as the spy, could it?

Lion-O wished he could speak with Jaga. He had so many questions, and there were no answers in sight.

A quiet footstep brought his attention front and center, and Lion-O looked up, wary, but it quickly melted into a small smile.

"Kit."

The kitten approached, reaching for his arm. Lion-O obediently offered it to her. "It's fine. Just a scratch. A piece of timber fell on me-"

"Pumyra told me what happened. Cheetara healed you, she bandaged you up. . . Lion-O. . . Why would Echo do this?"

It had been his instinct to lie, to reassure her. He'd always felt that way around Kat and Kit - they'd seen enough horrors of this world. Echo had confessed as much to him when she'd recounted what had happened to her during Thundera's fall. The kittens had narrowly missed death when a shelter had been hit with a fiery boulder. And they'd almost been shot to the afterlife when a lizard squad had happened upon them.

The kittens had seen enough of the darker side of life. Lion-O was sorry that they were still embroiled in it. He'd made it his personal mission to preserve their innocence as best as he could.

"I don't know. . . Mumm-Ra might be controlling her. she doesn't seem herself. She keeps calling herself Erica Riley."

Kat was an unlikely source to turn to for advice, but the words were leaving his mouth before he could stop them. He cursed himself mentally - was he really feeling so fragile, he was going to lean against a kitten for support? Kat patted at his bandage, and then jumped up on the cot with him, sitting beside him, trying to pronounce the name.

"I don't. . . She never called herself that before? But. . . In her book there was. . . Echo said a girl's name. It sounded an awful lot like that. Maybe it's a ghost?"

Lion-O shook his head. "A ghost? That doesn't make sense, Kat. She's a human. She's no ghost."

At that, the kitten shook her head. "Something's not right with her, though. Echo would never do that to our friends. . ." The kitten trailed off, looking incredibly pained. Lion-O could only guess as to what the damage to the Oasis had been. He reached around her and tucked her in close to his side.

"It's okay. They're strong - they survived the Ramlak, didn't they? A little fire won't put them down. . . Now, I think i need to go talk to everyone.

Kat nodded, looking a little better, and stood up, grimacing at him.

"They're not happy."

"I didn't think they would be."

"They're really mad."

"A day's not a good day unless Tygra yells at me."

Lion-O stood, and the kitten led the way from the hangar bay to the cockpit, where he was sure everyone was gathered.

Kat shrugged her shoulders. "I tried to warn you. But don't worry. I won't let them hurt you - you're still hurt. . . And I know Echo's good inside, Lion-O. I just know it."

Lion-O bit his tongue. Erica's face flashed through his mind, looking glutted and satisfied at hearing his screams. He wanted to say I know she is, too, but the words trapped themselves in his throat. Kat looked at him expectantly, and Lion-O felt a strange pang of shame when he deliberately turned away. How could the kittens have so much faith in her? Everyone labeled her a traitor, and her own journal (and his sword) damned her.

". . . why are you always trying to kill me?"

"Why won't you let me protect you?"

And that dream. It hadn't felt like a dream. It had. . . felt. . . like a vision?

He glanced down at the Spirit stone, catching a telltale flash. What was the stone trying to show him?

Regardless, he better think of what he was going to say, and quickly. Lion-O entered the cockpit, where he heard several conversations die instantly.

"He's awake!" Kat chirped, bouncing across the cockpit and joining her brother at the navigation console. Both of the kittens were excellent navigators - they'd seen the entirety of Third Earth, why wouldn't they be? They'd been taking lessons from Panthro, too - they were turning into a pair of damn fine kittens. Echo would have been proud.

Pumyra was the first to approach him, her face melting with anger, and Lion-O had to resist an exasperated sigh. Oh boy. This was going to hurt. He steeled himself, and he didn't move when the puma cocked back a fist - and punched him right where Erica had run him through. He let out a very undignified yelp of pain when a bolt of agony raced through him, and he cradled his injured arm as he whirled on Pumyra.

"Pumyra! Ow-"

She grabbed the collar of his shirt, yanking him in close and crushing her lips to his. The kiss was dominant, aggressive, and claiming. After a moment, she separated, thought Lion-O felt his head spinning as he looked down at his girlfriend. He loved surprises like that - and normally she was never so affectionate, even in front of the other Cats. Her eyes, hard and steely, bored up into his.

"You are my king. If she kisses you again, I swear by the old gods and the new, I will punch you so hard your teeth will fall out."

"Uhhhhhh." Came his dignified response.

He wanted to remind his mate that he had not initiated the kiss, that he'd been pinned to the ground and screaming in pain, but one look at Pumyra's expression told him saying such a thing was a Very Bad Idea. And, being the very wise Cat that he was, Lion-O kept his gigantic mouth shut for a change. Pumyra searched his eyes, and seemingly satisfied, planted herself right next to his side.

Okay. He could live with that.

Shaking his head to clear the fog - Pumyra's kisses always had that effect on him - he turned his focus back to the other Cats.

And he was met with a plethora of emotions. Tygra was glaring absolute murder at him, Cheetara seemed to be echoing the emotion (albeit hers was much more tame), and Panthro looked stony and impassive.

"We were separated. Explain what happened." Pumyra offered.

He looked to her again, and noticed several bandages on her own body.

"Addicus did that to you?"

The puma's eyes flashed. "I hurt him just as much. If you recall, it was I who saved you from the traitor."

Still. He'd make a mental note to gash the maniac ape the next time he saw him.

"But you're getting off topic. What happened?" Pumyra pressed.

"If I had to wager a guess, it was a planned attack," Lion-O said, falling into old habits: vomit his thoughts aloud. Somebody else would help him piece them all together. "But it's odd. It was sunset - Mumm-Ra could have been present had he wanted to. He's trusting his generals to gather the essences. . . And this is the end game. Why isn't he collecting them himself?"

At that, Cheetara blinked, the edge to her anger fading. "I hadn't considered that. Maybe he's incapable?"

Lion-O shook his head. "No, I don't think he is. I think there's something to this whole picture that we're missing. And it's driving me mad trying to figure out what it is."

"Well then, why don't you use that magical sword of yours, oh great king. Let it tell you the blinding truth you're ignoring to this whole matter."

Lion-O glared at Tygra.

Brother Fight, Round II.

Go.

He sucked in a deep breath, trying to calm himself. "I had. . . Something of a vision. Echo-"

"Is a traitor. She tried to kill you, Lion-O. No, she almost managed it. Why are you so blind?" Tygra's voice rose to a shout, but Lion-O was used to his brother's acidic, abusive verbal sparring. He'd grown up with it for years.

"I'm not." He snarled in return, narrowing his eyes on his brother. "I'm trying to see the whole picture. None of this makes sense!"

"It's clear. It's so crystal clear it's infuriating, Lion-O. If you don't do something about this now, it's going to hurt you. It almost did." He spat the words like acid, eyes flicking to the injury. Lion-O growled a warning.

"Tygra. I will not argue with you on this matter a second time. I will deal with it as I see fit. As king, it is my duty to carry out the sentence that our laws have rendered upon her. But I at least deserve to know why."

Tygra offered him a blink, looking surprised at his admission, but then forcefully turned his head away, a growl of his own leaving him. Cheetara stepped forward. "If you are incapable of carrying out this duty, Lion-O, as Guardian of the Crown, I am entitled to eliminate anything I deem a threat-"

"Do it, Cheetara, and you interfere with the king's law." He threatened. "And you know that means nothing but exile."

"You wouldn't dare-" Tygra hissed.

Pumyra laid a hand on his breastplate, keeping the lion from launching himself at his brother, and Panthro wrapped a hand around the back of Tygra's neck, preventing the tiger from doing the same.

"Relax." The general said, voice stone cold.

Something of an uneasy tension filtered into the air, and Lion-O did his best to calm himself and try to not imagine himself having an all-out brawl with his brother.

"Tygra, you know our laws. Lion-O's not threatening. Cheetara, if the king deems it under his personal attention, the matter is strictly off limits."

"I'm aware." The cleric said coldly, eyes shifting to the general.

"Provided," Panthro continued, "That the king can execute his duties, as he says."

"I said I would." Lion-O hissed. "And I don't renege on my promises. Like I was explaining before, the Spirit stone is showing me confusing things. Things that don't make any sense. Visions of the past, dreams of the future - I don't know. But there's more to this picture than what I can readily see, and I'm not going to take lives until I figure out what it is. If I swing my sword at the wrong soul, I am not fit to be Lord of the ThunderCats. Then you can have Omens, Tygra, and the entire fate of the universe can be on your oh-so-capable shoulders."

Damn. That had felt good to say, to get that pressure off his chest. Tygra looked surprised again, the anger in his eyes melting just a tick, but then the stony, impassive wall was back in place.

"Enough. This fighting is senseless. Lion-O. Here. Now."

Pumyra tugged on his arm, and after a second, he let her. She bodily hauled him towards the back of the cockpit, and shoved him down into a seat. She began fiddling with the bandages over his arm, undoing them. he could see no blood, but the site was sore and tender. The tension still hung in the air, but it was beginning to melt away. Lion-O could feel his mind racing all over again. how could he get them to see through his eyes?

Echo was no monster. There was no way she'd betrayed them to Mumm-Ra. Surely it had to be the work of mind control or something.

But the fight, and his dreams. . . They told another story.

Pumyra traced a hand over the cut on his shoulder. It was a swollen, ugly bruise, but thankfully it had mended over. Even now, he could feel Cheetara's magic working through him.

"How long was I out?"

"A day, give or take. It's almost healed now."

"Good."

"Lion-O. . ." Pumyra started - she held up a hand when he shot her a wary glance, "Listen. . . she almost killed you. If we hadn't been there to stop her, she very well might have."

Lion-O shook his head. "The wound was designed to inflict pain, not to kill me. She's playing with me. Testing me."

Pumyra frowned, but he knew she understood he was right. If Erica had wanted to kill him, she would have finished him off when he'd dropped his guard. But she'd hit his shoulder, not his neck, not his heart. . . Which gave him a tiny ray of hope. Was Echo in there, somewhere? Buried way, deep down?

"Lion-O. . . will you be able. . . to carry out your sworn duty as king?" She asked, dabbing at the bruise with an ointment.

Lion-O let out a shaky sigh.

"I don't know." He replied.

Pumyra didn't look at him, simply continued in her task. "But you said-"

"I know what I said. But. . . Pumyra - she was my friend. My best friend. She was there for me when rage and hate overcame my entire existence, when revenge - not my people - was my primary goal. She consoled me when my father died. . . Shouldn't a true friend return the favor? I need to know why she's trying to murder me. And then. . . I just. . . I don't know. What transpired back in Avista was an accident. I didn't mean to run her through."

She was quiet, hands working expertly at his wound, and after a moment, she laid her hand against the bruise, tenderly. Lion-O held a hand against her own and turned his face up to hers.

"Thank you, Pumyra. I know it must seem confusing, but thank you. For standing beside me."

Pumyra's eyes flickered, emotions he couldn't name running through them, but after a heartbeat, she melted, smiling at him.

"I am always there for you, my king. Always."

He tugged on her hand, seeking another kiss, wanting to share a piece of intimacy with her-

But the Book of Omens flashed, and a map whirred to life in the air.

"The Book!" Cheetara exclaimed. "The Book of Omens has pinpointed another Guardian!"


Lion-O's mouth actually dropped open.

He wasn't the only person who was feeling shocked, either. Panthro and Tygra were staring at the Book, and Cheetara, who was standing next to it, had her face creased in worry and concern.

"S-So soon?" Lion-O asked, surprise dripping from his voice. This had never happened before. Not ever. Not even on their escapades to find the Book. Everything had taken weeks and months to fall into place.

Was this Mumm-Ra's doing? Or was it Jaga's? In a weird, roundabout way, Lion-O supposed, it made sense. The end game was in sight. They only had to find three more essences, and then, he assumed, the path to the fourth stone would finally illuminate itself. And after that, there would be nothing stopping him from donning Leo's armor and waging absolute hell on Mumm-Ra.

He'd win, too.

There was too much at stake for him not to.

He got to his feet, wandering over to the Book. The other Cats clustered around the cleric, who was staring at the map intently.

"Plun-Darr. The next Guardian is on Mt. Plun-Darr. But what could possibly. . .?"

"These Guardians. . ." Panthro hedged, "Do they have to be living?"

"The Ramlak wasn't." Pumyra answered.

". . . Myst." Panthro replied, staring down at the map. "The dragoon of legend."

Silence.

Lion-O took in a deep breath and looked to Cheetara.

"Any info you can give us?"

This time, the cleric shook her head. "Myst was sealed into Plun-Darr so its evil could never taint Third Earth again. The dogs lost their lives attempting to subdue it. Records aren't clear over why - or even how - Plun-Darr managed to become Myst's tomb."

"So. We're flying blind is what you're telling me." Tygra griped, moving from the group and into the cockpit seat. He flicked off of autopilot and took the controls. "Regardless. We know where the next Guardian is. It's doubtless Mumm-Ra does, too."

Lion-O nodded, moving into mission mode. "How long until we get there?"

"Ten, fifteen minutes tops. My baby's got power."

"Ha." Panthro grumbled, moving to the hangar bay, "Give him a machine and it's suddenly his baby. Wish I had my blasted tank. . ."

"Alright everyone. Let's start prepping. We don't know what we're going to run into when we get there, so try to prepare for everything."

"Easier said than done, kid." Panthro's voice drifted from the doorway of the hangar bay. Lion-O followed after it, if only to sit for a moment and gather his thoughts.

He knew - he just knew - that he would have to face Erica again. Just hours after waking, no less. And he was at a total and complete loss at what to do. Showing mercy upon his enemies had gained him incredible traction during his initial altercations with Mumm-Ra, but such emotions had come with a high price. And that price was rearing its head with his best friend.

What was he going to do? By Thunderian law, he had to put Erica to death with his own sword. But he'd tried. And he couldn't.

He spoke the truth: he felt like there was something much larger to this picture than what he was seeing. But he needed time to reflect on it. The evidence was stacked against his friend, however, and it was more than enough to condemn her. Omens could readily be used against her. Her own journal confessed her sins. She'd readily left them and joined Mumm-Ra's ranks.

But that day in Avista. . . Why wasn't he able to do it again?

He chewed at the inside of his cheek, his fingers tangling in themselves as he began to think as desperately as he could.

"Lion-O?" The soft entreaty had him looking up, and he gave a strained smile when he saw Pumyra.

"Hey."

"My king looks troubled. . . And I think I know what it's about."

He frowned. "I don't want to talk about it."

"And I won't. I simply have a question, Lion-O. . . If you had to make a choice between your people, and your friend, which would you choose?"

Lion-O stared at her, his mouth working, but no words were coming out. Pumyra stood by a crate, staring back, but then she shook her head and retreated.

"Think on it, Lion-O. Don't tell me with your words. Show me with your sword. Fight for what you believe is the truth, and nothing more."

And she left him. Lion-O expelled a gusty sigh and kneaded his temples with his fingers. In his mind, he could see Echo sitting beside him. . . and as if that thought conjured her into reality, she was sitting beside him, wispy hair falling onto the seat as she planted herself right next to him. She leaned over and offered a friendly nudge to his ribs.

"She's right, you know. In the end, you can't say pretty words. You just have to show people what you want. With Omens. That's the duty of a king."

He opened his eyes, turning to her, wanting to ask for her advice, and Ghost Echo stared back. But he didn't ask for her advice. His mouth moved, saying something else.

"Why are you haunting me?" He asked, unafraid to admit that there was a small pleading note in his voice. "You betrayed me. Betrayed us. Why are you trying to show me you're innocent?"

She smiled at him, a wide, happy grin, and reached over, placing a comforting hand on his shoulder. She gave it a light squeeze.

"I don't have the answers, Lion-O. . . Just. . . Be careful, okay? Something's not right. And I can't protect you this time."

She sounded sad when she said it, and her smile started to fade - but so did the rest of her, too.

The Feliner tilted, and he felt his stomach drop and his ears pop as they began to descend.

"Landing the Feliner. Ladies and gentleCats, Mt. Plun-Darr is to your right. Please do not engage the giant dragoon on the mountainside. Tours are held every two hours, enjoy your stay in purgatory!"

Thanks, Tygra, Lion-O quipped, but he was glad for it. It helped distract him from more pressing matters. He got to his feet as the hangar bay door began to open, displaying the stormy, gloomy landscape that was Plun-Darr. Myst was fully in sight, practically a short ten-minute hike away, but the dragoon was firmly dead, wasted flesh clinging to its ancient bones. He exited the Feliner, senses in high gear and his eyes scanning the landscape for hide or hair of Mumm-Ra and his generals.

To his immense relief, he saw none. . . Right away.

The other Cats followed suit, exiting the Feliner behind him, and he was about to turn around and issue another warning to Kat and Kit, to tell them to stay behind, but the kittens were nowhere in sight. Cheetara stepped forward, her staff held in her hands as she gazed at the landscape around her.

"Forces are stirring here. . . Magic is thick in the air."

"It feels like this all the time," Pumyra snapped, "You just wouldn't know."

Lion-O shot his girlfriend a stare, but she simply glared right back, daring him to say anything on the matter. Lion-O shook his head, not wanting to have that fight, and drew Omens, feeling the blade extending, the metal rasping loudly in the air.

"Give me a moment." Lion-O said, flipping the sword in his hands and holding it ceremoniously in front of him. It got quiet as he concentrated on the Eye of Thundera, looking at the red jewel. It started to flash, and he felt tremors crawl up his arms when it started to reach out to him, threading through him.

"Sword of Omens," He said, barely hearing the words, "Give me sight beyond sight!"

And he held the sword closer to his face, absently seeing the guard extending, framing his eyes-

And then reality was lost to him. Colors, shapes, and places swirled and collided all around him, but Lion-O willed them to calm. He couldn't focus on the thousands of other things transpiring. He just needed to see one. Finally, the colors leeched away to a dull shade of red and pink. They flattened, becoming a mirror of sorts, revealing Mt. Plun-Darr. He saw himself, and the Cats, but the Stone panned it up, travelling alongside the mountain.

Hundreds of gaseous auras began to lift up from the rock, straining to the great dragoon. A harsh red light illuminated in its sockets, and its jaw opened, fangs cracking against each other as life flooded its dead body. Lightning flashed, the clouds boiled in rage, and it began to tear itself away from the mountain, intent on freeing itself. . .

"Lion-O."

Lion-O blinked, biting back a gasp of surprise, and saw Ghost Echo standing in front of him, face pressed in worry. "I'm serious. Please, be careful. . . For me?"

And then she was gone.

"Lion-O?"

He turned his head, dropping his sword, seeing Pumyra standing there, head quirked slightly. "What did you see?"

"A warning. Myst is about to awaken - it won't be as tame as the Ramlak. . . We have to be careful. Mumm-Ra's on his way."

"Let's get going." Panthro agreed. "Alright! Move out! This Guardian is ours!"

Panthro led the way, setting a steady clip, and Lion-O was just a beat behind him, eyes scanning the landscape for any sign of Mumm-Ra and his generals. But there was nothing, just the steady flash of lightning and the harsh crack of thunder. As they neared, however, Lion-O began to feel a heavy pressure settling in against his skin - and he stumbled as an earthquake shook the ground, and Lion-O grabbed Pumyra's wrist and tucked them both against the closest stone outcropping that he could.

The shaking was so bad he felt his teeth rattling in his skull, but then, with a magnificent CRACK, it ended as quickly as it had begun. Lion-O shook his head, trying to clear the awful ringing from his ears, and he glanced over at his gauntlet - and his mouth fell open.

The Spirit Stone was glowing, flaring so brightly it almost hurt to look at it.

"What's going on?" Lion-O shouted, struggling to be heard over the thunder.

At his feet, a ribbon of pink light lifted from the ground, fluttering delicately in the wind, rising up and migrating forward, towards Myst.

"This plane!" Cheetara said, eyes narrowing. "It's clashing onto the spirit realm. Myst is regaining its power!"

As if her words had triggered the event, Lion-O saw more bands of light traveling to the creature, and its eyes began to light with a demonic, red light. It opened its jaws, bones cracking as it began to thrash and snap, talons digging into the rock in an effort to begin peeling itself away from the mountain.

"Cheetara!" Lion-O shouted, "Pin it down! We need to stop it from leaving the mountain!"

"On it!"

The cheetah sped forward, and then took a jump in the air, spinning her staff at dizzying speeds. Words tumbled from her mouth, the cleric adding form to what magic she was attempting, and with a cry of effort, she brought the staff down into the earth. The reaction was instantaneous. Roots and vines sprung up from the ground, called to life by the cleric's blessed staff, and with magic in the air and in the soil, they wrapped around the rotting corpse of the dragoon.

It threw back its head in a silent roar, attempting to extricate itself from the vines, but it was held fast as more began to wrap around it. Lion-O grinned, peeling away from the rock wall.

"ThunderCats, H-"

"Ho!"

Lion-O felt his stomach drop. Ahead of them, just a hop, skip, and a jump up the trail, Erica unlatched herself from behind a rock and stepped into the path, back to Myst, as though it didn't even bother her that an evil force was trying to rouse itself.

"You do realize how ridiculous that sounds, right?"

"Human!"

Erica looked straight at him, ignoring the others who were staring at her, getting ready to attack, and she smiled.

"Round 2. Ready?"

The sky cracked, his ears popping a second time as tears in the sky appeared, and Mumm-Ra's generals poured out of them, barreling towards the Cats.


There was no way for them to stay together. Much as Lion-O loathed to admit it, Mumm-Ra's generals were strong. Maybe they were feeding off the evil of Plun-Darr - he didn't know. He didn't care. But he was irritated when, much like the first time, the generals completely ignored him, and made a beeline for the other Cats. Lion-O growled when Addicus had his sights set on Pumyra, and he dashed forward, intent on making good on his promise of hurting the ape-

But the ground shivered under him, and he staggered, senses flaring as several sharp objects threatened to impale him. He swiped with Omens, clearing the air of several projectiles - but Addicus had succeeded. He attempted to barrel into Pumyra a second time, successfully bypassing Lion-O, but his girlfriend tucked and rolled out of the way, running the opposite direction, to higher ground. He shot her a wry smile.

That's my girl.

"I think you're forgetting who your opponent is. Look this way, liar."

"Erica," Lion-O snarled, spreading his stance and holding Omens defensively. "Do you realize what you've done? By Thunderian law, I have to put you to death!"

"Death? Oh, no, anything but death!" Erica waved her hand airily, "We both know you don't have the spine for it. . . But man. Look at you - all bruised. Some of my best work. Ready for another makeover?"

Lion-O glanced around, and gave an irate growl to discover that they'd been locked in the same circumstances as they had a day ago. Cheetara needed the assistance, given that her staff was still keeping Myst firmly against the mountain, and Kaynar's insane giggling carried itself on the wind. He frowned, however, when he realized all the battles were happening just an irritatingly short distance away, and instead of in the Oasis (where he couldn't see anybody), he was clearly in plain view of the Cats.

And they were in his sights, too.

The hiss of metal in the air had Lion-O blocking instinctively, ad he caught Erica's wrist as she tried to punch him in the face. They were close to each other now, and Lion-O glared down at his friend, looking at those clear, blue eyes, and her now-short wispy white hair. The ends had been trimmed, he noticed, and it looked much more uniform and clean.

"Now, now. Don't get distracted-"

"Erica," He hissed, "Enough of your games. We both know you won't win!"

And Lion-O dragged her forward, throwing her off balance, and kicked her so hard he felt her crumple, sent her sprawling. The human rolled with the blow, moving herself up and slid to a halt on her hands and knees. She looked at him, a satisfied smile on her face.

"Much better, liar. Much better. Maybe this time you'll actually fight!"

He heard that same metallic hissing noise, and this time, from the angle she was leaning over at, Lion-O could clearly see two metal boxes rigged to her back. They'd been emblazoned with an odd insignia - something resembling a pyramid - and had numbers etched onto their surface. From it, a total of six metal rods hovered in the air. Lion-O almost suppressed a groan when he saw blades jut out of the hilts.

Erica grinned.

Determined to beat her at her own game, Lion-O rushed forward, brandishing Omens with both hands, the Spirit and War stones glowing brightly, his gauntlet racing up his arm and protecting his injured shoulder. Erica laughed, whipping out her two remaining swords, and launching herself back up to her feet, she sped to meet him. He blocked and deflected, probing her guard, testing it - but it was a lot more difficult this time around.

At times, her swords would mimic her movement. Instead of withstanding one sword blow, he'd deal with four. Her mind was a lot stronger than her body - the impacts made his arm jostle. It was almost as though she were dancing, instead of sword fighting. But Lion-O responded in kind, concentrating as much as he was able, focusing on learning the new patterns and strikes. He'd fought tougher and larger and stronger opponents before.

Erica had the edge over him because she was his friend.

And damn her, she was using it.

Finally, however, Lion-O slipped under her guard, twisting one of the mind-controlled swords and flipping it up and away. That broke her control, and for a moment, her focus was lost, and the swords began to drop. Lion-O took that as his chance, kneeing Erica savagely in the stomach and striking the back of her head with his elbow. She made a choked noise of pain. On instinct, he flipped the sword up. He could do it. He could. He had to-

Several aura bands wrapped around her, and Ghost Echo sat in front of him, looking up at him with such pain and horror and desolation on his face that it froze him solid.

"Why are you always trying to kill me?" She whispered, tears crawling down her face.

Erica exploded through her counterpart, giving a war cry as she swept the side of her sword against his face, cutting into his fur and drawing blood.

Lion-O hissed at her, eyes narrowing as he returned the favor in kind, punching her square in the cheek-

And Ghost Echo wrapped her hands around the gauntlet, throwing herself on him, sobbing.

"Lion-O, please. Please! Stop this! Stop it!"

"Get off me!" He growled, throwing his arm out, dispelling the ghost.

Erica knelt on the ground, rubbing the blood off her lips and huffing a small laugh.

"What's the matter, liar? Getting unhinged?"

He growled at her, but did not answer. He could hear Echo crying, her voice just barely audible above the winds. Was that a sign that Echo really was in there all along? Was that what the Stone had tried to show him? He shook his head, trying to clear it, but he kept seeing phantom images of Echo, momentarily appearing and disappearing. Over the winds, he heard Cheetara give a short bark of pain, and his eyes flicked to the source of it - and then right back to Erica as she moved, getting back to her feet.

Concern and worry raged through him when he heard Tygra calling out Cheetara's name. That wasn't a good sign. But he couldn't look at them, he didn't know what was going on. The moment he looked away, Erica would strike him. To his left, the mountain cracked and crumbled as Myst grew stronger, breaking free of roots and vines, crushing the mountain underneath it to dust. Cheetara's magic held firm, but he didn't know how much longer they had.

"What's the matter, liar? Worried about your fellow kind?"

"You're the liar - you lied about everything from the start!" He snapped back.

She laughed. "Hardly. Why the hell does it matter what happened over your quest? I could care less. I care about what you did to me."

"I didn't do anything! Nothing of what you say makes any sense, Echo!"

"Erica Riley. Erica. Riley. Echo's dead. I killed her."

Tygra shouted, and Lion-O's flicked over to his brother - only to find himself parrying away three swords.

"We're having a conversation. Be civilized for once in your life." Erica growled, menace dripping from her voice.

"Erica-"

"No." She said, her eyes growing cold. "You're going to suffer. Like I suffered. I want you to hear them scream. I want you to feel so utterly helpless and powerless and alone that it kills you!" Her voice rose to a shout, and she grabbed two of the swords, sprinting to him again, her hands flicking over the hilts- and Lion-O saw the edges glow, coloring themselves to a bright, blue-white.

And when their blades collided, Lion-O flinched away from the heat, the sparks that danced over their blades. Erica pressed in, glaring absolute murder at him. And Lion-O pushed back. Their fight had taken them to the edge of their makeshift ring, and Erica let out a wheezing gasp when he drove the air from her lungs.

"Erica," He said, his tone warbling, half-angry, half pleading, "I don't understand why you're doing this. We're friends. Talk to me."

"Never." She hissed. She leaned in, pressing the blades closer to his face. Lion-O shoved back, just enough to give him a little space - another insane plan was coming to life in his head, and if it was one thing he excelled at, it was being spontaneous and inventive.

"You were there for me when my father died. I'm here for you now."

Cautiously, Lion-O began to back away from her, lowering his sword, and Erica stayed there, eyes wide, looking shocked. It was genuine, too. Lion-O took what he could and ran with it. Slowly, inch by inch, he began to drop Omens.

"I don't understand a lot of things. Like why we're fighting. How we ended on opposite sides of our swords. But I'm here for you. Whatever you need to tell me, I'll listen."

The tip of Omens touched the ground, and he stood there, watching her intently, hoping and praying to every deity that was listening that he'd finally broken through. Erica stood there for just a second before she was pressed against him, a blade tucked neatly against his throat. Remnants of heat singed his fur, but he was thankful that she'd turned off the heat-light. Maybe it was a laser, he thought idly, looking down at the human before him.

She was shaking. She blinked at a wetness in her eyes, and she was breathing heavily. He could feel the rest of her trembling, too, like she was resisting the urge to slice him clean through.

"Why. Why. Why why why. Why are you always doing this. Why. How. Now? I want to kill you. I should kill you. I can kill you. I just have to-"

"Then do it." Lion-O said, tilting his head back a little further. "Go ahead. I won't stop you."

And he waited.

Seconds ticked by, and eventually Erica let out a sharp cry. Lion-O half expected to feel the blade bite into his neck, but he jerked in surprised when the sword went clattering to the ground and hands roughly shoved at him.

"You always do this. Always! I hate you! I hate you so much. I want you dead. You lied to me!"

Stray rocks floated in the air, and he could see it wasn't intentional - Echo always did that. Apparently Erica had the same habit. If she lost control of her emotions, she wasn't 100% focused on keeping her telekinesis in check. Her voice was dripping in anguish, and she looked to be on the verge of tears.

"Erica, please. Tell me what's wrong - how can I fix this?"

A bitter laugh. "You can't. Nobody can. I can't."

"We're friends. I can help you. I want it to be like before. We can be normal again."

"I can't be normal. Not after all that I've done. Not ever again."

Rocks cracked and crashed, and in the distance, in another place, Lion-O could hear the throaty roar of a dragoon. Time was running out. But he was making headway with his best friend - he could practically see her right there, just a few feet away, crying and threading her fingers in her hair.

"Erica, I can help you. You just have to trust me."

"Why should I, liar?"

"Just tell me what I did. Tell me why you call me a liar."

He knew that that was the crux of the problem. Whatever was causing her to do this, it was that. He just had to know. But a change came over Erica, and he watched as the tension began to ease from her body. She turned to him, blue eyes creased in pain, a broken, disbelieving smile on her face.

"You don't. . . Remember what you did, do you? You don't remember. . ."

She closed her eyes, turning her face away from him in pain, and Lion-O took that as his opportunity. He reared back, thrusting his gauntlet-clad hand forward, intent on hitting her in the stomach. Maybe it would faze her, maybe it would stun her enough that he could take her back from Mumm-Ra's clutches, he didn't know. But he knew that it was now or never. The aura surrounding them rose up in lightning speed, and Lion-O felt his eyes go wide as a hand directly batted at his own, throwing his aim wide.

There was a person there. Someone that looked vaguely familiar.

They were protecting her, whoever they were.

The world around him froze, becoming encased in syrup, and he stood there, feeling his heart racing as Erica opened her eyes.

"I knew it." She said, her voice a shaking whisper. "I knew it. I was right. This whole time. You are a king. My king of lies. Thank you. For making the truth so painfully clear. Again. For reminding me just what, exactly, I'm fighting for."

She straightened, drawing nearer, stopping at his gauntlet, and laid her hands on his fingers, almost as if she were going to intertwine hers with his. But her hand skirted up, over his knuckles, and she looked at him, cold, dark hate seeping into her eyes.

His eyes flicked behind her. Panthro was approaching, having finished his fight with Slithe (the lizard's body was knocked unconscious, laid out over several rocks), and creeping closer and closer to the human. Erica seemed completely oblivious to the entire situation. She was completely focused on him. Good. He'd keep it that way. He looked back at her, watching as she took another step closer, coming face to face with him. She leaned forward, and his spine stiffened, anticipating another kiss. She leaned in closer, eyes boring into his own.

"I'm going to tear your world apart. Rip it at the seams. I'm going to tear away every single thing that you love, and kill it. Piece by piece. One life at a time. And then, at the end, I'll leave you to your own insanity."

Panthro was almost upon her. He was lifting up a hand to bring it down, to hit her.

"I won't kill you. Not until you've begged for it. But first. . ."

She smacked a hand down on the Spirit Stone, and Lion-O gasped when he felt energy crackling through the air. A maelstrom of pink aura bands rose up and whipped around them, spinning faster and faster, pressurizing - and Lion-O almost felt like his skin was going to get ripped apart as they continued to spin faster and faster. He grit his teeth, intent on withstanding the pain. Erica stood directly in front of him, her skin burning where it contacted the Spirit Stone, but she remained unflinching.

And finally the energy was so great that it exploded, sending all of them reeling backwards. Lion-O tumbled to a messy halt, and he shook his head, coughing and breathing heavily as he tried to clear the fog in his head. He pushed himself up, forcing his body to move, reminding himself that Myst was rising, that Erica was still insane, that. . . That. . .

A portal to the Astral Plains was open?

Lion-O stared at it, dumbstruck, but then shock reverberated through every inch of him when a figure moved on the other side. . . And. . . and. . .

The air crackled and snapped as a single, lone person stepped through the portal.

Panthro looked just as shocked as he was. Especially when two thump thumps sounded, and they looked down. . .

Those are. . . Those are. . .

Nausea swirled in Lion-O's stomach.

"The defeat of your enemy is worth any sacrifice. Isn't that right. . . Old friend?"

Grune grinned, looking down at Panthro, unholy retribution promised in his eyes.


Lion-O could taste dirt in his mouth. He stared ahead of himself, taking in the fact that yes, he was staring at Grune. The general looked exactly as he'd seen him last: heavily muscled, taller than Panthro, still missing a fang. . . Like nothing had changed.

More dirt. Oh. His mouth was hanging open - that would explain it. He closed it, trying to get over his shock. How was this possible? The Astral Plain collapsed behind them. Grune had been caught by the implosion. But there he was, and there, on the ground, Panthro's. . . Giving credit where credit was due, Panthro hardly looked fazed by the appearance of Grune, and seemed much more freaked out by the fact that his arms were laying on the ground in front of him.

Grune grinned, moving closer to Panthro, and Lion-O bean staggering up to his feet, determined to help him repel Grune, but the hairs on the back of his neck stood up, and Lion-O barely managed to lift Omens in time to deflect two of Erica's swords.

"Erica! What have you done!" He had to shout to be heard over the wind, over the cracking and crushing as Myst tried fervently to escape the clutches of Plun-Darr. Erica didn't answer him. But Lion-O could see her left hand, the skin burnt and blistered. He looked down to the Spirit Stone, and in the same way that abilities just seem to come to him, he felt the stone calling to him, begging him to answer. . .

He swiped his hand through the air, clenching it into a fist as he stopped by the Astral Plain's portal. And without a whisper of sound, it flickered away into existence. He rolled to the side as more swords tried to impale him, and savagely elbowed Erica in the side, polishing that off with a roundhouse that sent her flopping into the ground. He breathed harshly as he saw her getting to her feet again, silent as the grave.

He had no idea how she'd managed it, but Erica had - had forced open some kind of door into the Astral Plains. One that just happened to be holding Grune. She'd released the general. The one that had killed his father, the one saw himself worthy as bearing Omens-

Rage and fury blistered through his blood, and he didn't give Erica time to recuperate.

He was on her again in a heartbeat, overpowering her blocks and strikes. He sliced into what skin he could touch, punched, elbowed, and kicked what he couldn't. In an act of self-preservation, Erica activated the laser-light of several of her swords, causing a shower of sparks when Lion-O parried against them, but his swing was stronger than she'd anticipated. It bit deeply into her thigh, and the force behind it had her smacking into a rock face. . . Where she slumped over.

Under her thigh, an alarming blood stain was beginning to grow, but. . . But for the first time since this struggle had begun, he found that he didn't care.

His friend (was she?) could have been dying right there, right in front of him, and he just. He just didn't care.

Decisively, Lion-O turned on his feel, intent on picking up with Panthro and fighting Grune, but the CRACK and snap of rocks breaking and vines tearing had him looking up, to Myst. The dragoon was whittling away the last of Cheetara's restraints, and he knew he only had precious few minutes - if that - until the dragoon was completely free. Already, its flesh was regrowing, the power of the spirit world giving it its flesh once more.

Sprinting off of the makeshift battlefield, Lion-O felt War and Spirit trembling as he drew closer to Myst. He'd kill the dragoon before it could revive itself, claim the essence, and then. . . And then he didn't know what. Repel Mumm-Ra's generals, probably, and wait for the Book to give him his next location.

Shameful as it was to admit, he was glad when he knew victory was at hand. A single sword swing at the heart of it and he knew he could kill it.

"Lion-O."

Erica.

He ignored her.

"Lion-O!"

The feminine, hoarse cry had him stopping dead in his tracks.

Why was Pumyra. . . Why was Pumyra screaming his name?

Though it was dangerous to stop, and even though Myst was tens of feet away, the essence right there, a glowering, glimmering ball of light in its heart, Lion-O slowly turned around, feeling like his muscles were clamping over his bones, threatening to snap them from the tension. And when he did, he wished he hadn't. He honestly wished he hadn't.

Panthro and Grune were waging unholy war in the background, revenge stamped in their eyes, but in front of that, Pumyra was hovering in the air, her arms locked over her head. She struggled, but an invisible force was holding her captive. Lion-O felt like he'd been sucker punched - how the. . . Had Pumyra attempted to kill Erica in his stead? Had she tried it when the human was unconscious? His eyes flicked down. Blood was still dripping down her leg in copious amounts, and she looked incredibly pale, her lips almost colorless, but she smiled.

"I have your attention now, don't I?"

"You filthy traitor! Release me and have a fair fight you honorless scum!"

"Erica-"

She lifted a sword.

"I give you a choice. Your duty. . . Or your lover."

She held the sword against Pumyra's throat, who snarled bloody murder down at her. Lion-O shook his head numbly, feeling like his throat had gone dry. There was no way he could reach Erica in time before she could push the sword through. His heart was thundering in his head, and the ground shivered under his feet, reminding him that Myst was behind him, the dragoon that contained the essence. . .

But Pumyra was in front of him.

"Erica, please - no-"

Her blue eyes stared at him. "Beg for it. On your knees."

She wanted to strip his dignity from him? Lion-O felt his hands trembling.

"E-Erica-"

The human's eyes turned cold. "Wrong choice."

She pulled the sword away from her neck, flipped it - and dove it behind her.

Lion-O stared, feeling his eyes go wide as he watched the sword impale Pumyra through the stomach. The puma screamed in pain, hands clenching into fists over her head. And Erica jerked the sword from her, blood dripping down the blade - and she released the combat medic, who collapsed onto the dirt in an ungraceful heap. Lion-O was already running, his body moving quicker than his mind could.

War and Spirit begged and pleaded for him to turn around, to finish the fight, but he ignored them. Pumyra was - Erica had just-!

She walked, staring straight ahead, a heavy limp in her step, but Lion-O hardly paid her any mind. Some dark, tiny part of his mind informed him that Erica wouldn't attack - she'd had her fun for the day. She'd come what she'd wanted to accomplish. And when they passed each other on the trail, Lion-O paid no mind to her, either. He collapsed next to Pumyra, stashing Omens in his gauntlet in a heartbeat, and tenderly collected the puma in his lap.

She was bleeding. Heavily. And her breaths were shallow, color was washing itself from her face. . .

"Pumyra. Pumyra! Stay with me - by the gods, don't go to sleep. Pumyra? Pumyra!" He shook her, hoping the pain would rouse her, make her angry. . . but she was asleep.

Light exploded behind him, but he hardly cared.

He hunched over Pumyra's body, and he bit down on his tongue so hard he tasted blood in his mouth.

It was all he could do to keep himself from screaming.