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.

Author's Notes: Howdy, it's me, War! Wary the War!

I've been playing too much Undertale.

Lul.

Anyway, I'm back to prove that no, I am not dead, and yes, I am in fact still very much on this Earth. I've just been very distracted. I can't even begin to tell you how my writing process works. I'm trying to finish up two other fics, one of which I've neglected because I've been updating this one and another one. But that's okay. I know the times I update are spaced out very heavily sometimes, but the finish line is in sight.

That helps keep me motivated, if only a little.

Not much to report. I do leave Korea in about 3.1 months, and from there I'm going to transition back to the States. I'm moving in with my boyfriend, so things may be pretty topsy-turvy for a while. I know I probably won't be writing much from the months of September - October. Maybe even though December. I'm not certain. I'm going to have a surgery the end of October (it's nothing serious, so don't fret!), and it'll be my first big procedure so I don't know how much time I'm going to need to recover from it and the like.

The good news is that Legacy Redux is pretty much almost written. It's one of the chapters I've been itching to write since the beginning of the fic, to be honest. I'm so excited. I have to get through this bad boy first, though.

I'm going to try to get Legacy out in the next month or so. I'm going to try really hard.

And here's a handy updated table of chapters to help keep everyone oriented!

1.) The Trouble with Thunderkittens
2.) The Fourth Guardian Pt. 1 || Pt. 2
3.) Legacy Redux
4.) The Final Fight
5.) Epilogue

As you can see, this chapter is split into 2 parts.

Trust me, I did not want to do this. But there was so much scene-setting, emotional turmoil, and plot devices to move through. . . I kind of had to. And if you want me to be honest? This part is already over 10k words all by itself.

Rest assured. I'm not done.

I plan on releasing Pt. 2 within the next week or two. I have to write it still, but it should be shorter (here's to hoping within 5 - 7k).

And without any other delays, here you are~!

Thank you to everyone who reviewed! I appreciated every single comment that I wrote. Also did you know I have 41k views for this fic? o.O; that's a lot. Have no idea how that happened.

I want to finish this fic so bad. Ya'll got no idea. I WILL MAKE THIS HAPPEN.

Buckle up. The end is looming on the horizon.

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

I've adopted a lot of mannerisms from the South Koreans. I teach at an elementary school and my student's mistakes have become my own. I make grammatical and spelling errors much more frequently now. If you see anything that's incorrect, let me know and I'll change it!

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


"Kit! Kat!"

Lion-O grit his teeth with every step. He was past the brink of exhaustion, but there was absolutely nothing he could do about it. He forced himself to keep going. Tygra was the only thing keeping him on his feet, one of his arms snaked around his waist in as supportive fashion as possible. Lion-O felt his other brother's wrist locked tightly around his own, keeping his other arm around his shoulders. Most of Lion-O's body weight was leaned against his side, and it was little wonder his brother could still be walking, what with all that armor and now this sorry sack of lion draped over him. . .

But every step aggravated his injuries.

Lion-O didn't care.

He deserved to feel this pain — he even welcomed it. It drove away the rabid thoughts circling around in his skull like a mad crowot. The pain kept him focused. Kept him from thinking.

Kit.

Kat.

They had to find the lost kittens.

In his gauntlet, Omens thrummed with a very unpleasant, infuriated heat. As he took another step, his vision wavered. The agony lacing up and down his arms pulsed uncomfortably in turn, reminding him just what his sword had done to him. He felt his mind fog further, and though he tried to stay in the present, Omens dug sharp talons into his conscious, tearing away from the present moment.

It didn't want him to forget.

It wanted him to remember.

In mere seconds, the jungle around him disappeared and Cybele's city replaced it.

The memories whipped through him like a furious storm, flashing one emotion and scene after the next. He was kneeling on the ground, hands drawn into fists, his arms shaking. Cheetara's gentle hands were on his back, channeling what little healing magic she had left into him. He was hurt. In pain. His insides felt like broken glass.

The scene flashed to the temple, to Pumyra looking at him, Spidera raising a sharp leg to impale-

The air exploded with energy, and he looked up.

White hair was whipped into a frenzy, blue eyes clouded with tears. Grune had the human neatly pinned to this side, but one of her arms was free. She was trying to escape his hold, reaching and scrabbling to grab at Sunny. The Berbil laid on Cybele's gorgeous streets, leaking oil and fluids onto the pristine gems. He was ripped, jagged, and torn. . .

He'd done that. He'd drawn Omens through her robot-bear.

The pain and grief in her voice as she'd screamed Sunny's name sounded so much like his own when he'd called for Pum-

Don't think about that. Don't. Stop. It's going to break me. Push it down. . .

Whether or not Omens decided to spare him mercy or he'd simply overpowered the sword, he didn't know. But he locked the memory up, shoving it deep, deep down. He arrived back into the present and clutched as his injured stomach as Tygra hefted him up, balancing him.

"C'mon, Lion-O," Tygra grunted. "You gotta try. Don't stop. The kittens need us."

Lion-O felt guilty - he could clearly hear the strain in his brother's voice. Tygra was strong, but his strength was finite.

"Yeah." He croaked in reply, attempting to put more effort into walking.

"Kit! Kat!" Cheetara called again, the battle-weary cleric zipping to and fro from the trail to the jungle, hoping to catch sight of the kittens.

Cybele's not with us. . . He thought idly, trying to remember why the Summoner wasn't there.

"Let me go!" A familiar goat-girl's voice cried, "You overprotective guard! I need to help them! The kittens. The kittens are in trouble. . . I have. . . I have. . ." And Cybele's guardian had held her has more of the roots had crawled over her body, pulsing with life and runes he didn't know. The dog-creature knelt before her, masked face never moving from Cybele's prone body.

She was exhausted. He remembered.

Lion-O dropped his eyes to the ground, and he hoped that maybe if he watched himself place one foot in front of the other, it would get easier to walk. . . but why was he even there? Lion-O knew he would be useless. What could he do? Omens was hot to the touch in his gauntlet, as if daring him to try and pick up the hilt. Lion-O was far from stupid — he knew if he grabbed Omens, it would burn him a second time.

Omens can't be used against a force of good.

But he had used it against an innocent party.

Sunny had been good. He'd struck the bear in grief and rage—

Tygra missed a step, momentarily losing his balance. Lion-O was sent off-kilter, crashing against his brother's side. The pain that flooded through him had no words to describe it. He didn't even have the strength to scream. His vision swam with black dots, and he knew he was only seconds away from passing out. Or dying. Or both? Who knew anymore. He wheezed, the sound of it wet and sick and disgusting, even to himself.

"Whiskers. Cheetara! Cheetara!"

A golden ribbon flashed in his dark. Soft hands laid over his stomach, and a cool numbness began to spread there. He was grateful for the relief, although it was over far too quickly, the cleric just capping the edge of the knife that was twisting in his gut. It dulled the pain slightly, but it was still very much present.

"I don't have any more energy. Set him down - he can't walk."

"The kittens don't have much time left." Panthro grated. "I'll go on ahead."

"No!" Cheetara snapped back. "We're all exhausted after facing Spidera. If one of us encounters Addicus, we won't stand a chance!"

"We don't have a choice-"

"One of Mumm-Ra's generals is bad enough, Panthro." Tygra cut over him, his voice calm and stable, "But with Grune there, you know you won't stand a chance. Sacrificing yourself to save them won't help anybody."

Lion-O felt like he was the young cub that had once been foolish enough to get into his father's liquor stores. The world was spinning and swimming around him, and he drunkenly put out his arm, searching for a solid surface to brace himself on. He wasn't sure if he was going to throw up, but the urge was there. Tygra seemed to understand what he wanted, and without saying a word, gently lowered him down onto the ground. Lion-O was grateful to sit there, bent double as he tried to figure out which part of him he should hold onto and clutch harder: his arms, his stomach, his mind, or his heart.

Which pain was the greatest?

The Cats argued, snapping back and forth at each other, but Lion-O was too far gone to input on anything. He chose to sit there and rest, listening to their angry, raised voices. What would the King of the ThunderCats do? What would his father do? he could order the others to leave him behind. That sounded like a good plan of action, actually. There was no telling the horrors Kit and Kat were facing. Now all he had to do was gather up the strength to speak.

"Leave. . . me." He wheezed out. It felt like an impossible feat, but he seemed to be able to achieve the impossible a lot, really.

"No." Panthro replied sternly. "If we leave you and the generals find you, there won't be a king."

"Actually, there would be. . ." Tygra hedged.

"Tygra!" Cheetara snapped.

"It was a joke! It was a joke! Lighten up, jeez! He's my brother, I care about him more than anybody here!"

Lion-O somehow managed to heave a sign, and though his head lolled, he glanced farther up the jungle trail.

And he saw them.

Kit and Kat.

They were clutching onto each other as they walked, shoulders slumped and their tails dragging in the dirt. Silence fell over the Cats assembled in a heartbeat, and whether it was because Lion-O had noticed them or the rest of his party had been paying attention, he didn't know. Not a single drop of Mumm-Ra's foul energy clouded the air, and there was no sign of the mummy or his goons. The kittens walked slowly, eyes downcast. He was almost as though they didn't even know the other Cats were there.

"Kit! Kat!" Tygra called, "Are you alright? Are you safe?"

Even though his mind was foggy, he knew this very well could be bait. It was too easy, too simple. What if this was a trap? He, and all of the other Cats, were incredibly weak. What would they do if Mumm-Ra chose to attack? Would Kit and Kat risk their own safety to warn them of a booby trap? Or were the kittens even aware that there was a booby trap in place?

Kit and Kat paused, looking up. Their faces were tear stained, their eyes too wide, their pupils slitted as though they were expecting anything to maul them down at any moment. But they looked unharmed. Kat took the lead seconds later, pulling on his sister's arm to follow, and together, they picked up the pace, walking a little quicker down the jungle trail.

"We're. . . we're fine." Kat managed to call back. His voice sounded watery and a little scared.

"Yeah." Kit continued, her voice even quieter, "We ran away. . . this isn't a trap." She sniffled, scrubbing at her eyes.

Lion-O breathed a sigh of relief as the kittens rejoined their group once more, safe and sound. They looked a little worse for wear, sure, but their parting had been emotional for all parties, so Lion-O didn't hold it against them. He wanted to reach out and pat their heads, tell them he was relieved that they were safe, but he was drifting away again.

The conversation of multiple Cats was quickly lulling him into a contented state. He was closing his eyes, the lady of sleep purring in his ear, beckoning him to just forget about the real world. . . but the conversations paused, and a light set of footsteps padded through the dirt and stopped right in front of him.

"Lion-O." A quiet, feminine voice spoke to him.

It took the last of his strength, but he lifted up his head.

Kit was standing in front of him. She looked as though she were holding back sobs, and she was biting down on her lower (quivering) lip in order to keep them contained. Lion-O was glad to see her. She looked okay. She looked better than okay — she looked normal. But he felt a pang of fear thread its way through him. Just what had the kittens experienced because they'd been taken? It must have been awful.

Kit looked at him, her lip trembling more and more.

She lifted a hand.

SMACK.

Lion-O somehow found the fortitude to lift a hand to his face, to hold his cheek. It was stinging.

Had Kit just. . .

Had she just slapped him?

Had he been in more normal circumstances, he knew he would have bristled and demanded to know what was wrong with the kitten, but as he was then, he could only kneel there in shock and wonder what had happened. She hadn't held anything back — and Kit had made it hurt. He really didn't want to pile hurt on top of already-existing hurt. He was in enough agony in the present, thank you kindly. Numbly, he turned back to Kit, stunned.

"You. You." The kitten seethed, her voice trembling with emotion. "You are my king?!" She yelled, the kitten's voice saturated with emotion.

Lion-O was dazed. Kit had never yelled before. Not the way she was now.

"I knelt in front of you. I've come all this way with you. I believed in you—" Kit reached forward, bunching her small hands into his shirt and armor, her hands creaking as she grabbed at him with every shred of strength she had. Her tears were coursing over her cheeks, unchecked, rage and heartache in her eyes.

"Kit, that's enough. Let go."

"No!" She snarled.

Cheetara didn't give her an option. The cheetah pulled her off, but Kit started fighting the cleric as though her life depended on it. She balled up her hands and tried to smash them into Lion-O's face, she tried to claw and bite and tear. Cheetara could barely keep a hold on the kitten.

"You killed him!" She all but screamed. "He was innocent and you murdered him!"

"Kit, stop—"

"I hope it hurts!" She continued, growling, all but ready to bite into Cheetara's arms to free herself, "I hope it hurts more! This is my king? I trusted you! She trusted you!"

Kit dissolved into sobs just seconds later, throwing her arms around Cheetara's neck and crying.

Lion-O just. . . he sat there, holding his stinging cheek and stared.

There was nothing but silence and the sound of Kit's crying in the jungle.


It had been a week.

A very rough week, but a week all the same. Cheetara had tended to him nonstop, sleeping when she could to regain her energy. And what little strength she'd managed to recover had then been funneled to Lion-O. And Lion-O had been on strict bedrest for the first three days of that week, which in and of itself had been torture. Laying in bed with nothing to do but sleep meant he dreamed. And when he dreamed, his memories bled into it and he saw things he didn't want to remember.

After the third day, he'd gotten up and snapped at Panthro for trying to bully him back into his cot on the Feliner.

He'd been sore, tender, and bruised, parts of his stomach still. . . regrowing (which was disgusting to even think about), but he'd been able to get up and move around, so that had been something. Tygra had defended him, offering to keep a watchful eye on him instead. Lion-O didn't mind — he just wanted to be able to move around. And he was pleased to think that after a week, he was doing considerably better. Poor Cheetara was sleeping upwards of twelve hours a day, nearly comatose as she tried to catch her breath after everything that had happened.

He still wasn't at a hundred percent, but he was something close to it. Though if he were being honest with himself, he was sick and tired of being cooped up in the Feliner.

They'd opted to evacuate from Cybele's city and move around frequently in order to prevent Mumm-Ra from following and attacking them. Considering the valuables they held, it only made sense. The Stones, normally so light in his gauntlet, felt heavy and burdensome. They thrummed with power at all times — even Omens, despite the angry hisses and growled it still uttered at him.

Lion-O was ashamed to admit it, but he preferred the Feliner over Cybele's city. After everything that had happened. . . he didn't think he could afford to be there any longer.

His only regret was that he wished he could have told Cybele goodbye in person, and thank her for all of her hospitality and help. . . but her city (and the jungle) needed her. When they'd returned after collecting the kittens, regrouping in El Dara, the roots had crawled over the edges of the streets, wrapping protectively around her. They'd grown over her, encompassing her in another, much larger orb. A soft, green light had emanated from its center, making his skin tingle when he had approached it. Her companion remained an unyielding sentry at her side, never moving from his post, or even acknowledging the Cats were there at all.

El Dara was suffering from her loss, it seemed. The streets looked lackluster, the gems not sparkling from their places in the rock. A deafening quiet had fallen, and not even the bells had tolled when the sun had risen.

At first, Lion-O had been worried, but then he'd come to the conclusion that she'd expended a vast majority of her energy summoning spirits to come to their aid in the fight. And from what she'd told him, her life was directly connected to the jungle. It made sense that she needed time to rest and recuperate, and given her age. . . Lion-O didn't know when she would be emerging from the root-pod.

So he'd respectfully stepped up, placed a hand on it, and promised he would return to greet and thank her in person. That the ThunderCats were in her debt. His voice might have been weak, his words slurred, and Tygra half-propping him up, but it felt important to do.

And then they'd left.

But the Book of Omens had been quiet, which had made all of them itchy and trigger-ready. They had two stones and three essences in their possession. Mumm-Ra had one stone. Three guardians had been felled.

That left one Power Stone and one guardian.

The end was looming on the horizon.

His journey was reaching its apex.

But where was the last guardian and the last Stone? The Book of Omens was quiet, refusing to answer those questions. And Mumm-Ra had made no moves on them — did that mean he was biding his time? Or had he already acquired the stone and its guardian's essence? The third essence Lion-O had tucked safely into his gauntlet, but with no Stone to house it, it often discharged power that zapped along his skin, stinging it. Sitting in the Feliner, Lion-O massaged his temples, trying to stem a headache that was threatening to form.

He was healed. He, physically, was fine. But his heart and his mind. . . they were a different story. His head was in the game, though. He was laser-focused on his goal. He was positive of it. It killed him — and the other Cats — to not know where the last Stone was.

But he'd been grateful for the change of pace, honestly. If it wasn't his dreams or his heart tormenting him, it was Kit and Kat. He needed a little breathing room, a small bit of downtime.

Both kittens were sullen, silent, and oftentimes suspiciously absent. When they did show up for group meals, they were quick to scoop up their portion and hunker down in a corner and speak only to one another. The one time Lion-O had asked Kit and Kat what was wrong, Kit had shot up to her feet, glared acid at him, and damn near spat in his face. That had answered the question on whether or not she was still angry with him. The kittens were livid after what had transpired in El Dara, though Lion-O knew that both of them wouldn't want to talk to him about it. For the past week, if they weren't gone somewhere, they often haunted him, choking the air with their dark emotions.

So he'd done the next best thing: he'd asked Cheetara to infiltrate the Wily stronghold.

And she'd come back to him with reports of, "It failed, captain."

His cheek still stung from Kit's hand cracking across his face, but it was a phantom pain and nothing more.

"She trusted you!" The kitten accused, her snapping through his mind.

Lion-O drummed his fingers against the Feliner's panel board, glad for a moment alone. They'd reported back to Cat City and the animal council, citing success, and since then, the comms had been nonstop. It had irritated everyone when the panel board had lit up like an alarm every five minutes. But after hearing Aburn's voice rumbling in the background, it had been Panthro's (very intelligent) idea to stick an elephant on the communications center.

And eighty percent of the time, Aburn simply forgot to call them to tell them about menial status updates back at camp. It had worked perfectly.

With an impatient sigh, Lion-O got to his feet, delicately stretching his muscles. They tugged a little tighter than he would've liked, but it was to be expected after so much extensive healing that had had to be carried out on him. Stepping across the main cockpit area, Lion-O descended into their shared crew quarters and made his way over to his bunk.

He sat down and tugged at the corner of his bed.

Echo's journal, old and weathered, peeked back at him. With a gentle touch he certainly didn't feel (it had burned into his shoulders and back all those nights he'd been laid up), he pulled it out of its hiding spot and flipped it open. He settled the journal on his lap, being careful with it, though a large part of him wanted to shred it with his talons. Echo's handwriting stared back at him, shaky and unstable in the beginning, and full of grammatical errors and incorrect spelling and misused phrases. But as he continued to flip through the pages, it improved. Her handwriting became more stable, and the errors less frequent.

Her drawings began to take up more and more space, and as he traced his hands over the delicate pages, pain lashed through him when he came across entries dating back to before Thundera fell. Drawings that were clearly assassination plots were doodled into the margins. The same drawings that Pumyra had implicated her over. And on one page, both he and Mumm-Ra shared large amounts of space, although his portrait had been stained with an ink blot.

She hadn't been clear on what Mumm-Ra had looked like back then, however. He was nothing more than a shadowed figure covered with a tattered red cloak. But Echo was fairly decent at drawing. His portrait wasn't exact, but he'd say it was good. He continued flipping through the pages, reading what she'd written.

A part of him hated her. A large majority of him wanted nothing more than to throw the book down onto the ground and light it on fire. But the other, smaller, more logical part, told him that he was missing the bigger picture.

He landed on a page with a very detailed sketch. It was both of the kittens, though their backs were turned and they seemed to be arguing over food. "The Wily twins are such a handful, "She'd written, "But I'm so happy they're with us on our journey. They're keeping a big secret for me. Whenever I have dreams, Kit and Kat come and curl up next to me. At first it was just Kit — but then Kat too. They're so kind to me. But I'm so embarrassed. I don't know why I'm having so many nightmares lately. I can't remember most of them except for vague impressions. . . "

Lion-O felt his heart lurch a little. He shook his head and flipped through more pages, more ramblings, more sketches.

And then a page with water droplet damage. Perhaps it had been the rain?

"I'm not fit for it. They almost died today. What if it happens again? I don't know what to do. I love them so, so much. It scares me so badly to think that maybe one day they'll grab my hands and call me their sis-"

Gentle, ghostly hands, human and fur-less, laid over his own. Lion-O was so startled he jerked his head up.

Kit was there.

Her expression was cold, anger simmering in her eyes and her lips pressed into a thin line. Her eyes flicked from his face down to the book. Upon seeing it was Echo's journal, the thin line turned into a sharp frown.

"I need that." She said.

Lion-O glanced down at it, half-expecting to see Echo's ghost-hands again, but there was only her journal.

"Why?" He countered.

Kit stood there, staring him down, refusing to speak. A long, tense silence stretched thin between them. When he realized she wasn't going to speak first, Lion-O heaved a sigh and shook his head.

"This has to stop, Kit-"

"Give me the journal." She cut over him, her voice hard as steel.

"No." He said, resisting the urge to snap at her.

She held out her hand. "I need it." She insisted.

Anger bubbled in his gut.

"Not until you talk to me. Not until you tell me what happened."

Lion-O stared back down at Kit, holding Echo's journal in his hands. Though he hardly felt like being calm, he closed it gently, keeping it centered on his lap. Kit's jaw clenched, and she dropped her hand, balling it into a tight fist at her side. Lion-O resisted the urge to take her into his arms and shake the wits out of her, and she seemed to be resisting the urge to slap him a second time.

"Why does it matter?" Kit demanded. "It's just a book."

"You're right. It is. So it won't matter if you tell me why you need it."

The verbal chess match continued. Lion-O for all his reckless behavior on the battlefield, was older, and had more patience than Kit. The kitten was quickly becoming more and more ruffled, fidgeting, shifting her weight from foot to foot, and her stare was becoming more and more sharp and intense.

"I want to understand." Kit finally grated. "I deserve that much. She's my friend."

"Is?" Lion-O repeated.

"Is." Kit echoed with more conviction.

Lion-O bit the inside of his cheek, tamping down several choice curses. What was wrong with them? Why did she had such faith in the human, the one that had caused them so much pain and grief? First she'd claimed she was their friend, and then turned out to be working for. . . Maybe. Lion-O wasn't sure about the truth in that statement. But she was working with Mumm-Ra now. And she'd claimed she was in love with him, only to try to kill him again and again and again. She'd given that despicable creature the Tech Stone. And all of this talk about being Erica, not Echo.

Not to mention the numerous attempts on his life, and the way she'd stabbed Pumyra.

And the events leading up to Pumyra's death.

Kit had faith in her.

But she had none in him.

"She didn't kill us." Kit continued, after he'd been quiet for too long, "It was Addicus who took us, not her. She let us go."

. . . She raised valid points there. Points Lion-O didn't really want to recognize. His emotions were still a twisted snarl of feelings, and his heart was still dead and cracked in his chest.

Lion-O stared down at the journal's cover, heaving a ragged sigh.

"It doesn't have any answers, Kit. It's just a journal. There's nothing that will help you here."

"Lion-O. . . if you ever want to win my trust back," The kitten said, "Then you need to let me decide that for myself. Stop treating me like a kitten. I've been fighting since the day I was born. Our fight didn't start the night Thundera fell. It started long before that, on our family's farm. I want to understand. I deserve to understand."

Lion-O looked at her, and like a switch had been flipped. . . he saw her. She was a little taller, wasn't she? Her eyes had age reflecting in them, her clothes just a little tighter on her figure. She was older. They all were. Had it been a year? Had it been longer? Lion-O didn't know — he'd lost track of time a long while ago.

"Why did you lose faith in me?" He asked, staring at her. "I don't understand. Why do you keep forgiving her sins?"

"None of us are without sin, Lion-O. Not even you. She's my friend. . . and you. . . I knelt for you. And you killed somebody innocent."

Lion-O grit his teeth. "So has she. She's murdered animals, Kit. Murdered-"

"What drove her to that, Lion-O? Echo wouldn't kill anybody. Not until she was driven away."

Still naive, no matter what he told her. The world wasn't black and white, but this matter very much was. Erica was working with Mumm-Ra, and Mumm-Ra's goal was to destroy Third Earth. He was the original sin. He'd seen it when he'd lived out Leo's memories. The atrocities that had been committed just to forge Plundarr. . . and the human had cast her lot with them. She was a part of that sin.

Echo's journal suddenly felt like a lead weight on his lap, dragging him down, down, down, into the depths of confusion and rage.

Lion-O got to his feet, standing quickly, and abruptly thrust the journal into Kit's chest. The kitten fumbled for a moment, blinking up at him in confusion.

"Get it out of my sight before I burn it." He grated.

He didn't bother waiting for Kit's reply. He stalked back into the main cockpit, the peace from earlier shattered. Leaving the kittens behind, he flopped into the communications seat, returning to his previous post, and kneaded his forehead.

And that was when the panel lit up.

INCOMING TRANSMISSION.

With a ragged sigh, Lion-O took a few deep breaths to try and compose himself, pushing back the anger. Once he was sure he was stable enough, he clicked the "accept" option. he couldn't wait to hear what Aburn was going to tell him this time.

"Ah! Hello, Lion-O!" The elephant greeted, grin stretched wide.

"Hello, Aburn. Any news?"

"Well, yes! I have. . . I have. . . what do I have for you?"

Lion-O sat there and crossed his arms over his chest. "I'm not sure, Aburn. Did the animal council give you a message for me?"

"I'm not sure," Aburn chuckled, "Our memory is not as great as it once was. This is true, ThunderKitten."

Yes. He could tell.

"What can I do for you, Aburn?" Lion-O asked, though he really didn't want to. He wanted to go sulk.

"You are very generous, lion lord, but it I who must do something for you! But this reminds me, there was a person looking for you."

"Not surprising. The comms have been lowing up so that's why we put you on them."

"Pardon?"

"Nothing."

"I apologize, Lion Lord, I must have misheard you. But this person had a message for you."

"Wouldn't doubt it. What was this message?"

". . . I cannot remember. It was a dreadfully short message, and I cannot remember small things very easily. But I am calling to tell you I have a message for you!"

"You do?"

"I do?"

Lion-O groaned.

For a moment, Aburn was quiet, thinking, but then his eyes opened wide and he grinned.

"Yes! I remember! The stones."

Lion-O perked up. "Did you have a vision about the Power Stones?"

"Oh no, Lion-O. Those Stones are even beyond my sight to see their designs. I wanted to tell you about the stones in Thundera."

"What about Thundera? Did you have a vision about that?"

"A vision about what?"

Lion-O groaned, scrubbing his hands over his face. "Aburn, please."

Aburn had enough presence of mind to offer him a sheepish smile. Instead of just forgetting he should apologize. "I am sorry. But. . . Ah, yes, I remember now. I wanted to tell you not to worry, that Thundera is quite beautiful. The stones there, especially."

Oh, by Thundera. Had Aburn gotten a vision of him being broken-hearted and this was his way of cheering him up? The lion had half a mind to just end communications then and there, but that would be rude. Instead, he chose to pointedly stare at Aburn.

"You had a vision about Thundera's stones?"

"Yes, quite beautiful. But so sad. So very sad."

This was not helping. Having him remember the night Thundera fell was not helping in the slightest.

"Yes, Aburn. I agree. I was there the night Thundera fell. And one day I will rebuild it."

"I have no doubt, Lion-O. But the stones-"

There was no end to this circular forgetfulness, was there? Lion-O shook his head, his headache turning into a full-on migraine.

"I've gotta go, Aburn. I'll see you soon."

"My apologies, I did not mean to keep you! Safe travels, ThunderCubs!"

Lion-O cut the feed and then flopped back in his chair, his arms dangling over the sides. He sat there, working through his migraine, when the door whooshed open behind him, admitting the rest of the Cats.

"What's wrong, baby brother?" Tygra asked, clapping him on the shoulder. Lion-O didn't bother moving — he just tilted his head back and stared at Tygra. His elder brother loomed over him, upside down.

"Aburn just called."

"Anything important?" Cheetara asked around a yawn.

"He had a vision about Thundera's rubble. How beautiful and sad the stones are. He also said somebody from the animal council came to see him and gave him a message but he forgot it."

"Worthless vision, then." Panthro said as he moved to the pilot's cockpit. Tygra followed him a beat later. "Not an animal on Third Earth who doesn't already know that."

"Why did we ask him to the liaison for the animal council again?" Lion-O groaned.

"Because," Cheetara chuckled, "As he did today, he forgets most of their messages and keeps us sane."

"There is that." Lion-O admitted.

Tygra sat himself next to Panthro and started flipping switches and levers. "I think we should relocate, how about that?"

"Sounds good." Lion-O agreed.

He felt the familiar sensation of his stomach dipping as the Feliner lifted into the air. His migraine was there, but only time would solve that. . . like it would solve all things.

A red blinking made him look over to the cockpit's seat.

Silence fell over them all, quieting even the roar of the Feliner's engines.

The Book of Omens was blipping.

The last stone had been located.


"Well it has to be there!" Lion-O said, yelling, exasperated.

"The Feliner is fit for the air. Not that!" Tygra replied, equally as loud and as exasperated.

'Then how are we supposed to get there?" Lion-O demanded, pointing accusingly at the offending obstacle.

Which was wide.

Vast.

And deep.

It was the ocean. Not the Ramlak's sea, this ocean was on the other side of the continent. And it had taken the Cats a full three hours to fly there. The sun was already dipping behind the waves, turning the tops of them a glittering gold. Waves lapped at this beautiful, sandy shore without care, as if the ocean itself didn't mind that the Book of Omens was proudly declaring the final Power Stone was under its waves. In the middle of it. A place where the Feliner, for all its speed and prowess, could not reach. The Feliner was not airtight, nor waterproof, and thus not equipped to go under the waves.

"We'll come up with something overnight." Panthro said, appearing from the Feliner's hangar bay with camping gear tucked under his arms.

"We don't have time." Lion-O said, throwing his hands into the air. "If the Book knows, then Mumm-Ra must know, too!"

"Be that as it may, Lion-O, we can't fight if we can't function. Tensions are running high, I know this. We were in this position when we sought out the Book and we need to be on our guard now more than ever." Cheetara reasoned, looking at him. "Remember what happened last time we charged ahead with no sleep?"

Of course he did. The Ramlak happened and in his grief he'd almost lost all his friends. But Lion-O didn't want to listen to reason, or the cleric. He just wanted to swim into the ocean and hope for the best, truthfully. But there was no telling where the last guardian was. What if he swam in the waves and it decided he was a threat and must attack him? Omens was still tucked into his gauntlet, and though its angry growls were much quieter, it still snarled at him from time to time. But at least the blistering heat had left the hilt of the sword.

"Go cool off," Tygra joked, "Ocean's right there." He jerked his thumb over his shoulder.

Lion-O stared blankly at him.

"That's not helpful."

"You're right." The tiger chirped, walking up to Panthro and taking some of the camping supplies off his hands, "But it was funny and it made me feel better, which is the most important thing."

Lion-O choked back a whine and joined in the camp-making efforts, though every one of his nerves was on fire. He wanted to get out there and get it. But the ocean was proving to be the Next Big Challenge. As he set up camp, Lion-O compromised by voicing his opinions, bouncing plans and ideas off Panthro, Tygra, and Cheetara. He tried his best to come up with ways to get into the water, but none of them were good. The others tried their best to help come up with ideas as they set up camp, but each one was met with failure. The only real lead they had was to call the fish-men.

After some finagling to get Aburn to relinquish the panel for a moment, ("Ah! But the screen shows me many delightful images. The small bear-bots helped us put pictures here!") Lion-O managed to get one on the line. . . only to be told that the fish-men had never dived into the Sand Sea, for that had been the Ramlak's territory. They had no technology to help them.

Which led them back to square one.

Night had fallen fairly quickly, and when Panthro set up a fire, dinner was just as fast. Everyone was tense and on edge — what if Mumm-Ra showed up? Any time Lion-O thought he heard the whine of hostile engines or felt the air shiver with the miasma of Mumm-Ra's energy, the ocean clapped against the shoreline calmly, as though reassuring him.

No harm will come here, it tried to tell him, nope. Not a single one. Even though your journey was fraught through with challenges and obstacles and heartbreak, and this is the last part of it, absolutely nothing bad will happen here! Promise!

Lion-O shot a glare at it, even though he knew it was just his mind and his feelings playing tricks on him. A breeze whispered through the small, plucky gathering of vine-filled trees that had decided to make a home against the ocean's side, helping to needle off a few degrees from the balmy, sticky heat. The moons were high in the sky, giving them plenty of light to see by, and the air was calm and quiet. Like the world itself was trying to prove he was just crazy.

The night wore on, and they made little progress. Trekking back to the Feliner to grab some other snacks to last them through the night and keep their energy high, Lion-O spotted the kittens on the Feliner's hangar ramp. Her journal was spread open on their laps, both kittens flipping through it, pointing and conversing in quiet voices. Lion-O opened his mouth to ask either of them if they knew a safe way to dive down into the ocean, but then he realized the silliness of asking that question and opted against it.

His patience, energy, and sanity were wearing thin from their lack of progress.

How were they supposed to safeguard the last Stone and guardian if they couldn't get to it?!

Scrubbing at his eyes, Lion-O returned to the campfire and plopped down, staring moodily at it.

"Let's set up a watch rotation." Panthro offered. "We're gettin' nowhere fast. We'll try to figure this puzzle out while one of us catches some shuteye. We'll take shifts, like normal."

Tygra nodded. "Good plan. Lion-O?"

He wanted to say no. He wanted to tell them that most certainly not were they going to be sleeping at all that night. They needed to figure this out now. But they'd been trying for a whole day and nothing had been of use.

And he doubted his new idea of asking Cheetara to somehow wrap them in plant life of the ocean would work. The cleric still looked too tired from the non-stop healing she'd been providing for a solid week. With a heart, Lion-O nodded his head. He needed to approach this as rationally as possible. He couldn't just barge into the sea — that'd end in disaster and he knew it. He had to approach this as a king might, not as a fool.

Though it killed the antsy part of him, Lion-O nodded his head.

"Alright. Let's take shifts. I'll take first watch, patrol the area. That should help."

"Don't wander too far. I'll take first sleep." Cheetara said.

With the new plan in motion, Lion-O got to his feet. He stretched, again, and headed back over to the Feliner. Kit and Kat were still reading.

"Kit, Kat." He called.

Both kittens looked up from the book at the same time. For a moment he was quiet, wondering if he should ask them the question, get their mind off of her journal. . . and eventually decided there was no harm.

"We're rotating watch. I wanted to ask if either of you just happened to know a way to get us down into the ocean?"

They shrugged.

"Nope." Kat said.

"We hate water." Kit continued.

"But maybe—"

"—the Berbils might know?"

And both of them went back to the journal, simple as that.

The Berbils? Lion-O wondered. Well. . . yes, he supposed that might work. But asking them to make changes to the Feliner to have it be sea-worthy would take time. That was an idea that had already been tossed around, but so far it looked as though it was the only one that would help. And Avista was still very much in need of repairs, which the Berbils had been dedicating their time to non-stop. Time was a critical factor in all of their decisions right then and now, though. Time Lion-O wasn't sure they could afford to spare.

Well. I tried, Lion-O thought. At least they weren't looking at him with as much anger in their eyes, though Kat had been decidedly more quiet over the whole matter than Kit had been. Maybe Echo's journal had dwindled some of it down that they were willing to be civil again? Who knew.

Lion-O started his "patrol" and even though it should have been classified as more a walk to clear his head. It did feel nice to stretch his legs, all things considered. As time wore on, and no threat from Mumm-Ra presented itself, he relaxed a little. Maybe tomorrow he'd contact the animal council and request a contingent of Berbils to be sent to them. It seemed they were their only way of getting down to the bottom of the ocean.

Hours passed, and Lion-O eventually meandered back to camp. And it was his turn to sleep. At first he tried to claim he didn't need it, but a few sharp stares thrown is way had shut him up pretty quick. Resigned, Lion-O had somehow managed walk his sorry hide over to his bedroll, although he'd made sure he made enough noises of discontent for his party to know he was discontent. Lion-o doubted he could even sleep, what with the threat of Mumm-Ra looming over them, and the knowledge that this was the last Stone, that the fate of Third Earth was hanging in the balance. . .

No, he couldn't sleep. . .

Not. . . not a single. . . se. . . con. . .

Unconsciousness wrapped around him like a blanket.

But something woke him.

Lion-O's eyes opened, but he felt. . . strange. Like his insides were full of cotton. Vaguely weird, but not entirely unpleasant. Lethargic, and a little sleepy, too. Lion-O sat up, propping himself on his elbows, and the fire flickered next to him, casting strange shadows over his face. Was somebody standing next to him? He canted his head to the right, and there he saw a darkened face staring back at him.

A shadow.

A figure of somebody, blurred and unrecognizable.

But. . . familiar.

This was not the first time he had seen this shadow.

He was not alarmed - he knew down in his heart of hearts that this shadow meant him no harm. The shadows was roughly his shape and size, if not a little taller, and after ensuring his attention was on it, it stood up. Its hands moved in odd patterns, jerking and. . . what was it doing?

Follow me, the disembodied voice floated through the air.

Lion-O stood, nearly stumbling from the odd emotions and sensations flitting through his mind. A part of him wondered — very briefly — if this was a trap. But the fear was gone just as quickly as it had come.

Not a trap, the shadow replied.

Fair enough, he decided, the cottony feeling filling him again. He was doing to do exactly what the shadow told him, then. Follow it.

How could this be a trap?

It led the way, walking down to the beach, hardly a two minute walk away from camp. It was just a heartbeat later that Lion-O felt the gentle, cool splash of the ocean washing over his feet. The shadow didn't seem disturbed by the water, so Lion-O decided he had no reason to be, either. He waded in just a little deeper, until finally the shadow stopped.

It turned and faced him, hands and arms moving in jerky, erratic movements again. A little haunting, but hardly scary.

We'll meet soon. The shadow said. It paused. Lion-O sensed it had more to say.

"What's wrong?" Lion-O asked, the silence becoming too long, even for his liking.

The shadow's arms jerked, roughly, almost angry, and then they fell to his sides.

Pray that I forgive you on that day.

And then he disappeared.

And he was alone.

For a while, Lion-O stood there, confused and feeling as though he were in a dream, still asleep at camp.

"Am I?" He wondered, looking down at his hands.

The water rippled around him.

The noise of the ocean quieted.

YES. BUT NOT FOR LONG.

A voice answered him. It was everywhere and nowhere, touching every part of his mind as it flooded through him. It wasn't painful, but it did take him aback slightly. Something was there, with him. Something intelligent and old.

"Where are you?"

I CANNOT STRAY FAR FROM MY MANTLE, YOUNG KING. NOT WITH SO MUCH AT RISK.

BUT I GREET YOU, O KING OF KINGS.

AWAKEN.

Lion-O felt something like a respectful bow. Only it was in his head. And he blinked again, staggering slightly as the cotton and the lethargy left him, quick as a flash.

And he was awake.

And much more alert.

Lion-O felt tense. On edge.

"Who are you?" He demanded.

I HAVE BEEN HERE SINCE THIS WORLD'S INCEPTION. ONE OF THE OLDEST, AND THE LAST. YOUR PARTY COMES TO COLLECT YOU, NOW. BUT I BEG YOU TAKE HEED, O KING OF KINGS. DARKNESS IS GATHERING QUICKLY, AND I CAN OPEN THE PATH, BUT YOU MUST CHOOSE TO FOLLOW IT.

The voice held no malice or avarice. It was calm, almost gentle, if not a little overwhelming. If. . . if the voice wanted to hurt him, it would have. Lion-O stood there as he puzzled over it, staring down at the ocean still lapping around his feet. If he was so scared that it was a trap set by Mumm-Ra, or some other force, why hadn't he run out of the waves, then? He stood there, contemplating, thinking, and in the distances he heard voices. Footsteps.

"Lion-O!" Kit.

Lion-O turned around to see Kit and Kat on the shoreline. They turned and waved at the forest.

"We found him! He sleepwalked over here!"

Sleepwalked? He had?

Tygra, Cheetara, and Panthro were on the shoreline a heartbeat later.

"Lion-O!" Cheetara huffed, "You scared us - what happened? What's wrong?"

Lion-O opened his mouth. Closed it. Opened it. Sleepwalking. A voice in his head. A shadow that had obscured its face from him and felt angry.

"You. . . You didn't hear the voice?" He finally managed to say, pointing out at the ocean.

"Only our own blasted voices yellin' your name for the last hour." Panthro grouched.

"A voice?" Cheetara repeated. "What voice?"

An hour?! He'd been gone for an entire hour?

Lion-O scrubbed at his eyes. The voice. Perhaps it had had him sleepwalk out into the water? He shook his head, looking at the water behind him.

"There. . . there was a voice. It's telling me it's going to help us. It's going to open a path—"

And right on cue, the water slid back, separating by some unseen force. Lion-O wasn't the only Cat that jumped back and gasped, he was certain of it. The path went a few tens of feet in front of him, leading down, before it abruptly ended. It was roughly rectangular in shape, almost as though some forcefield were holding the water back. The rest of the way was not yet open to him - perhaps it was waiting for him to go farther in?

Lion-O looked back to the Cats.

"Let's go." He said.

"What in the blazes just happened, Lion-O?" Tygra shouted.

"The voice," Lion-O explained, "Said there was a path. It could be a trap — I'm not stupid, Tygra. But it's the only lead we have. Time is of the essence. . . but I won't go unless all of you are standing beside me." He affirmed.

Lion-O stood there, back to the open path. He really wanted to just demand that they go, order them to get marching, but he'd tried that before. He'd learned his lesson the first time when he'd rushed headlong into danger recklessly. History was not going to repeat itself. He wanted his fellow Cats, his friends, his brother, by his side willingly. Of their own accord. For a long moment, there was no movement. The Cats were all staring at the ocean, completely baffled.

And it was Kat that made the first move. He elbowed Kit in the side.

"C'mon, sis. Something tells me this water won't stay like this forever."

Kit nodded, a weathered book clutched tightly to her chest.

Both kittens moved forward.

Lion-O felt his heart pulse with warmth and affection in his chest. It hurt. It hurt a lot more than he wanted to admit, because his heart was still a fractured, broken thing and when it came to life it hurt. And the pain increased tenfold when Kit stopped flush next to him, looking back at the beach.

"C'mon. Let's go." She said, like it was the simplest thing in the world.

Tygra heaved a defeated sigh, and made his way forward, picking his way over the damp seafloor.

"Whatever magical force is doing this didn't even dry it all the way!" He whined.

"Keep complainin'. There's barely enough room for me to fit." Panthro grumbled.

Lion-O smiled, grateful and relieved all at once. The kittens led the way, seemingly unafraid that they were quickly tens of feet below the surface of the sea. But Lion-O had been right. The further in they walked, the more the path in front of them was revealed. It stretched and wound on and on, the forcefield keeping them inside of a rectangular patch of water. Behind them, the path sealed itself, leaving no way other than through.

"I have light," Cheetara said, "It's becoming too dark to see. We're in very deep." With a graceful flick of her hand, she summoned her staff. The top of it swelled and bloomed, as though it were a flower, and then a golden light spilled through the cracks, tiny motes flitting down around it. It provided plenty of light to see by, though it did little to penetrate the darkness of the sea around them. The further they went, the darker it became.

Minutes ticked by, but still the path wound on and on and on. Nobody said anything — Lion-O didn't think there was anything to say.

There were three possibilities.

The first — this was a trap set by Mumm-Ra.

The second — this was something benevolent guiding them with a gentle hand.

The third — it was something malevolent, intent on killing them.

The only thing they could do was walk, wait, and pray for the best.

And eventually, Lion-O found his answer. Something loomed ahead of them, something blue and bright that penetrated the gloom of the ocean.

"What's that?" Kat asked, pointing ahead.

"Lights, maybe?" Panthro asked.

". . . what light can pierce this ocean that mine can't?" Cheetara asked, looking up at her staff.

Lion-O shrugged. "We're about to find out."

Out of the corner of his eye, he found Tygra palming the grip on his whip. Lion-O clenched his hands, stomach knotting. He prayed that he hadn't led his people into another trap. The edge of the water-path drew flush with the gleaming blue whites quicker than Lion-O would have liked. But it did not separate to show what laid beyond. Lion-O stopped Kit and Kat from approaching the edge of the barrier, and instead inserted himself in front of them. Taking a steadying breath, he reached a hand forward.

His fingers brushed against the edge of the barrier, and just as easily, slid through it.

Air greeted him on the other side.

He breathed out a tentative breath.

"Alright. I'm going to go in. Wait two seconds and then follow me, alright?"

"Understood." Tygra said. "If anything's there, go left. We'll go right. Catch them off guard. Flank them."

Lion-O nodded.

And then, gathering up his courage, he stepped up to the barrier, counted to three, and then through.

He wasn't sure what he was expecting. But it certainly wasn't. . . mist? Yes. The other side of the bubble was filled with mist. He scanned the environment, looking around critically, but there were no enemies. No Mumm-Ra.

Just the quiet sounds of water dripping.

Two seconds later, Tygra followed. Cheetara. The twins. Panthro.

But there was no threat.

And Lion-O's jaw dropped. The inside of the bubble was beautiful, almost rivalling Cybele's city in that respect. The floors were smooth, almost like marble, white and blue and green and a thousand other colors. Overhead, a lattice of the same material served as a dome, water pressing against the gaps. There were no nets. No glass panes to keep the water back — how was it. . . suspended? Lion-O gawked. The lights they'd seen were tiny creatures scuttling over the white pathways, pulsing in erratic rhythms.

A dark shadow passed overhead.

Lion-O tracked it, and damn near jumped out of his skin when he saw it.

Huge.

Gargantuan.

There wasn't a way to describe its size.

HELLO, O KING OF KINGS.

I SAW TO YOUR SAFE PASSAGE.

AND I ARRANGE MY MOST DEVOTED SERVANT TO MEET YOU.

"What is that?" Tygra said, staggering backward.

"It's. . . it's. . . —"

"Leviathan, the god of our waters." A new voice interrupted.

Lion-O whirled around.

An animal — the likes of which he'd never seen before — stood just a few feet away from him. His skin was blue, pockmarked and scarred in places, strange ripples and. . . fins protruding from different places on his body. He wore a strange cape, and a crown, made of materials Lion-O wasn't sure he knew the names of. The animal grinned, forming a fist and clasping it to his stomach, and bent over, bowing deeply.

"Greetings, ThunderCats. Leviathan has told us much of you. And we know why you are here."

"You do?" Lion-O asked, caught off guard.

The animal straightened, slitted eyes flicking over the various Cats gathered.

"We do. We have the stone you seek."

Lion-O let out a long gush of wind he hadn't known he'd been holding.

He looked at the dark mass hiding from the light in the ocean.

It moved, gliding from one point to the next.

I HAVE LONG WAITED YOUR ARRIVAL, KING OF KINGS.

I, LEVIATHAN, GUARD THAT WHICH YOU SEEK.

WELCOME.

"I am Lion-O," He spoke, tearing his eyes away from Leviathan, "King of the ThunderCats."

The animal approached, extending a hand.

Lion-O accepted it without hesitation.

"My name is Mako, and I am king of my people. Welcome, Lion-O."