When I started writing this, I had no idea how similar to the actual episode it would be. Some of the dialogue was really weird and I wasn't a fan of it. Lion-O and Panthro's conflict throughout the episode was a bit abrupt for my tastes and I would have preferred more tension from the onset.

Leopara couldn't say Panthro was everything she remembered.

She remembered him being gruff, but fairly tempered. He had been loyal to Claudus as a friend and King above all else.

He was still gruff, to the point of abrasive like sandpaper, and his temper- his only mood, it seemed- was irritable. Irritable towards the Wilytwins, towards Tygra, towards Cheetara, towards Leopara, and towards Lion-O.

Especially Lion-O.

Panthro drove his machine, which he called the Thundertank, for miles and miles. While Tygra and Cheetara decided to rest in the cramped cargo hold in the back, Lion-O had no reservations asserting himself in the cockpit. He spoke to Panthro for hours, asking him questions, getting a little heated at the panther's dismissive tone.

Leopara settled in the doorway from the cockpit to the cargo hold, dozing in and out as the Thundertank rumbled across the landscape.

She wasn't aware when she finally fell asleep or that she even had, until the Thundertank lurched to a stop.

She blinked bleary eyes at the cockpit, ambiently lit by pale sunlight, and shifted. A blanket slid off her shoulder as she moved, and she blinked down at it puzzled. When did…?

The cockpit opened, a hiss of air as pressure relieved itself. The sunlight filtered in more brightly and she winced from its abruptness. Panthro climbed out with a rumble in his chest, growling under his breath about… something.

She watched the hatch for a few moments; seeing no other choice, she stood and followed after him, half-way climbing out to watch him set down a tool box and begin inspecting a panel. Frustration and… something deeper she couldn't put her claw on, seemed to gnaw at him.

"Is something wrong, General?" she asked.

"Mmn." was his curt response. She understood that to mean 'yes.'

She glanced around at their surroundings. A circle of dead, stripped trees, and beyond them, pine. "Where are we?" she asked instead.

"Cloud Peak Mine."

Leopara followed his brief gesture. A large, tapering spire of earth towered over the forest and dominated the horizon. More blue mountains framed it from afar. "What's here?"

More importantly… what direction was 'here'? They needed to go west, chasing the setting sun.

"Thundrillium."

She waited for him to elaborate.

He did not. She sighed and climbed out of the cockpit and slid down to the ground. The dirt was dry and loose under her feet. Odd… she crouched down with that thought, digging her claws into the dirt and coming away with a handful more of the soil. She glanced around at the patch of dead trees, letting her thoughts turn.

"Panthro, have there been lizards that have come through here?" she asked finally.

He turned his attention away from his inspection, eyeing her for a moment. She shifted, uncomfortable. "You noticed that?" he finally said.

"Um… yeah, when we were leaving Thundera, the soil was… it was like this. Kind of… crumbly and a lot of the trees were damaged by their machines."

Panthro turned his attention back to the panel. "The Cloud Peak Mine is where they get their thundrillium." He picked up a hammer and weighed it in his hand. "They need it to run their machines."

She let the soil trickle out of her hand and made her way toward the ridge to look down the forest approaching the mine. "Isn't it dangerous to be so close?"

"Mn."

He swung his hammer, bringing it down on the panel.

Just when they had gotten past taciturn responses, too.

Leopara sighed and shook her head, turning her attention back down the slope. It was a beautiful view, really. She could faintly pick out the moving shapes of lizards and a cart, some sort of vehicle being loaded with 'thundrillium,' she assumed. It glinted in the sun with a vaguely reddish color from afar.

Her ears perked and swiveled when the door to the cargo bay opened with the same hiss. Footsteps, one set, two, three- five, with the quieter patter of the Wilytwins.

"What's for breakfast?" WilyKit asked.

"I'm starrrrving." her brother complained.

Leopara thought she heard Cheetara sigh softly and glanced over. Cheetara rummaged around their pack and retrieved a handful of berries. "Eat these."

"That's it?" WilyKit guffawed.

"I have to start a fire to cook anything else." Cheetara reassured her. "Why don't you two look for some firewood."

"No fire." Panthro interrupted.

Lion-O took offense. "Why not?"

Panthro pointed to the spire, but didn't say anything. Leopara refrained from a sigh and approached the cluster. "We're too close to lizards; they'll notice us as soon as we start a fire. Sorry, kids."

Lion-O walked past her to look out over the ridge and bristled. "Do you want to explain yourself, Panthro?"

"Why are we so close to the lizards?" Cheetara asked with much more tact, while the Wilytwins grumbled and ate their berries, sitting back on one of the fallen tree trunks while they did.

"Need thundrillium." he answered, unbothered.

"So the tank needs it too." Leopara murmured to herself in thought. "How much?"

Panthro continued hammering at the panel.

"What's thundrillium?" asked Tygra, crossing his arms at Panthro.

"It's what the lizards use to power their machines." Leopara explained without much thought.

Tygra turned his gaze to her. "Since when do you know so much about machines?"

The fur on her shoulders bristled from his scathing tone. "I don't." She gestured at the panther.

He set his tool down. "The Thundertank's out of Thundrillium. Now, I've got to risk my hide to get more at the Cloud Peak Mine."

Lion-O turned his attention to the towering peak, more resembling a pillar climbing to the sky than a mountain. "if it's Thundrillium you need, we're coming with you."

"Let me put this as respectfully as I can..." Panthro began, looking at Lion-O from the corners of his eyes, "...no."

"I am the king now, General." Lion-o reminded him, yet again bristling.

Panthro lept down in front of Lion-O, with surprising agility for a cat his size. "Fine. If you slow me down or get in my way, you're on your own." He turned towards the rest of them. "Any questions?"

"Can we come?" WilyKit asked, striking her cute pose.

"Not this time."

"Wait for us here." Lion-O told them. "We'll be back before dark."

"If we don't all die first," Panthro mumbled to himself. Leopara sighed.

They hopped into the cargo hold with Snarf at their heels and turned back to the five of them. "Bye."

A month or two ago- how long had it been, since the Fall?- the trek to the mines would have been arduous for her. But this kind of travel had become familiar and easier to her; with the beautiful scenery and birdsong, it was actually quite pleasant. Lion-O and Panthro walked in the front, and Leopara was content to let them. She trailed in the back, ears perked and swiveling forward and back to better hear the sounds of the forest.

"You sure have a motley crew on your hands, kid." Panthro remarked. "It's a miracle you survived this long without adult supervision."

The tension surrounding Lion-O was palpable, and Leopara didn't think she needed her abilities to sense it. "No, we've been doing just fine under my command." Three tongues bit themselves in unison.

"If you wanna stay alive, you're gonna have to listen to me."

"I'm the king now, Panthro."

"Ha! You could have fooled me." He finally deigned to look at Lion-O. "Your father, now, he was a leader."

Cheetara interjected calmly, "The King fought to his last breath trying to save Thundera. In the end, Grune's betrayal was too much to overcome."

Something dark surged in Panthro, a coil of strong feelings she couldn't discern; it gave her pause. He was silent for a moment, staring at the Cloud Peak Mines. "Grune. We'd been inseparable ever since that first day we met on the battlefield…"

He trailed into silence, a thoughtful expression on his features; perturbedxrr3, but thoughtful.

"The Outskirts War, right?" she asked. He nodded, still deep in memory. "Everyone heard the story about how you two manned the catapults and saved the king when he was surrounded, and how you rose through the ranks to become generals. How you were undyingly loyal- war heroes, more than Lynx-O or Pumero ever were."

He scowled and turned away, finding himself a ridge to look down at the mines with relative cover. They followed him, Lion-O crawling forward on his stomach with him.

Panthro withdrew a telescope and peered through it. It beeped quietly. "That's the access tunnel we need to get to." His telescope beeped again as he moved it away. "Doesn't look too heavily guarded."

Lion-O thought for a moment. "I say we take 'em now."

"We wait for darkness." Panthro replied gruffly. He straightened into a crouch and walked away, with Cheetara and Tygra following his lead.

"Shouldn't we go now?" she asked him, before he disappeared into the grass.

"No." and he continued.

She hesitated and glanced between him and Lion-O. He was muttering to himself. "Lion-O?"

No sooner than she said his name, he stood, crouching low, and nimbly leapt over the lip of the ledge and rushed the two lizards standing guard- swiftly striking one with a punch before leaping into the air and kicking the other. She gawked at him as more lizards emerged from the underbrush and surrounded him, guns drawn. She could hear them chuckle, and a quiet, "Whiskers."

In an impressive display of authority, he straightened and shouted, "Drop your weapons! ...please?"

Leopara couldn't help but hide her face in her hands as she stood and withdrew Jaga's staff. Hand still hiding her face, she peaked through her fingers at it, and hesitated.

She snapped out of it quickly when one of the lizards hissed, "Kill him!"

Without thinking much, she lept from the ridge, staff in hand- and with a hard downward strike, hit the lizard in the helmet before quickly hopping on him to jump above the others, cupping the head of the staff with her hand to channel her magic more quickly. With a quick thrust of the staff in front of her, her barrier rippled to life.

She didn't realise the ground was shaking, or that the lizards' attention was elsewhere, until she settled in place. A cacophony of groaning, grunting, and the sound of metal slamming into flesh caught her attention, to their left, and the rattling of chains. They watched, awe-struck, as Panthro carved a path through the lizards.

Her barrier faded as she watched.

"What is wrong with you?" he demanded.

"Me?" Lion-O responded incredulously. Leopara sidestepped the duo. "I gave an order. You ignored it."

Cheetara, followed by Tygra, joined them at a light jog, her blonde hair swishing as she came to a stop in front of Leopara. "He is the king now, Panthro."

"So that means I have to listen to any idiotic order he gives me?"

"I guess all the stories about your undying loyalty were exaggerated." Lion-O retorted, fur ruffled.

Panthro straightened; the first thing Lion-O had said that seemed to strike home. "You'll have my loyalty when you show me you can do more with that sword than just carry it around." He began walking into the tunnel.

Leopara didn't know what possessed her, but she stepped in front of him, hands tightening around Jaga's staff. She could almost feel his presence close to her, steadying her. "You weren't there when Thundera was destroyed, and you haven't been with us since. You have no idea what Lion-O's capable of; he isn't a child anymore." Panthro blinked down at her. Her composure wavered. "S-sure, he makes stupid decisions." she amended nervously, "and he's almost gotten us killed- but he isn't incapable. He's learning, and you could be helping him instead of fighting him.."

He stared at her for another moment before laughing. "Haha, you've got some backbone, kid." he said, patting her head twice. She cringed. "Come on, let's find the Thundrillium and get out of here." He slipped past her into the tunnel with Tygra and Cheetara on his heels.

Lion-O stared at her for a moment, his blue eyes slightly wide, before shaking his head. "Thanks."

"Yeah…"

He led the way for her into the tunnel. She could see the three ahead of them, silhouetted by yellow light at the end of the path; it was straight and compact, a half circular shaped that opened into more of a squashed and uneven pentagonal shape.

It looked out over a walkway, maybe ten feet below them. More lizards than she could count pushed carts, some full of thin, faintly glowing red-pink crystals, others empty. Even more patrolled the area individually, scanning the room.

In the center of it all was a… a large glass vessel that served, from what she could discern, as a funnel and filter with crystals rattling around inside of it. It was supported by several metal beams on each of the walkways she could see, which doubled as pipes dispensing the Thundrillium. It cast an eerie, dim glow over the mines, which were otherwise darkened themselves save for the light of a machine and a torch here and there.

They all crouched at the lip of the entryway, staying low to avoid detection while they watched the operation.

"Thundrillium."

A set of carts on tracks filed towards one of the pipes, crystals clinking against metal and creating a small, but veritable cacophony to her ears as they tumbled out and into the carts in unceremonious heaps. The whirring, the clinking and crashing, footsteps and hissing of the lizards…

"Enough to power a thousand Thundertanks for a thousand years." Panthro replied gravely. And then, darkly, "Grune."

The tall saber-cat paced the walkway, lit ominously by torchlight. He stopped at a cart to pick up a cluster of thundrillium, inspecting it in the dim lighting.

She remembered the day Grune and Panthro left Thundera, adorned in majestic blue cloaks with silver pauldrons; it was a hero's farewell, filled with fanfare, a hail of confetti and cheering from adoring crowds… Leopara nervously at Jaga's side with her new scepter, barely taller than his hip.

She hadn't been as cheerful as the hopeful crowds, excited that the lost Book of Omens would be returned to the cats. Even then, there had been something about Grune that made her uneasy.

"We move on my command. Got it?" Panthro didn't wait for a response, merely met Lion-O's gaze from above and strode away.

Lion-O let out a "Hmph," at the general's back, but he didn't argue with him.

Perhaps because he now had a goal to win Panthro's loyalty and was biding his time, or because he wasn't trying to draw attention to them in the midst of their enemy. Perhaps both. Leopara didn't think causing a scene would impress Panthro any.

They crept back into darkness, following Panthro, and down another tunnel leading down to the first walkway they had seen before Panthro gestured for them to stop.

Soon enough, she heard the squeaking of wheels and stirring of the dirt beneath the oh-so-characteristic treads of the lizards' technology. As the lizard moved further into the tunnel, just out of the light, Panthro looked to Cheetara and nodded.

Cheetara lunged forward at the lizard with a growl, quickly dispatching him.

Two more lizards, armed with rifles, peered in- but unlike a cat, they couldn't see in the dark. Two of them stalked forward warily with a tell-tale hiss, while more armed lizards gathered at the tunnel entrance with a distinct sense of apprehension. Tygra smirked and flickered out of view. He flickered back into view as he landed a punch on one, and a hard kick on the other that sent it tumbling out of the darkness. The others jolted in alarm, and another two began a careful march inside. Lion-O moved forward, cleanly slicing through the gun of one.

It exploded in a bright burst green electricity, sending the two lizards flying through the air with a short scream.

She glanced to her side to find Panthro missing. "Hm…" she straightened and glanced around, before turning her gaze back to Lion-O. He had stopped, his body pivoted to look back at her. He tilted his head and she followed, fist tightening over Jaga's staff before relaxing.

Together, the four of them strode out into the light.

As expected, every lizard- and Grune- within the vicinity had their attention trained on the tunnel so much commotion had come from.

"Thundercats?!" Grune exclaimed. Then, he chuckled, raising his clenched fist and smirking smugly. "Fools! You brought the sword right to me! And now you'll never make it out of here alive."

"They will." Panthro's deep voice rumbled from behind him. She could see the shock jolt across his expression. He turned his head to look at the panther looming behind him. "I just can't say the same for you."

Feelings of betrayal and cold anger filled Panthro as Grune turned to face him. She watched and listened, felt the tick of annoyance from Grune. "You've always been hard to kill, Panthro."

"I can be stubborn when it comes to dying."

"This isn't going to go well, is it?" Cheetara asked.

"Nope." came Tygra's succinct response.

Leopara spared a sweeping glance to the lizards. Amazingly, they were just standing around as well, their attention on the two generals.

"Now, let's see. When was the last time I saw you?"

A prolonged silence, filled with tension thick enough to wade through, stretched between the two. Finally, Panthro broke it.

"Ah, we sure have some great memories together." His voice was scathing. He took half a step forward. Grune was indifferent to his old friend's growing rage, a small, still smug smirk settled on his features. "You betrayed me, Grune! You betrayed your brothers. All those deaths, and you're still not the king!" His shoulders trembled from rage.

"Don't lecture me, Panthro. If it's revenge you seek, then come take it." Grune invited him.

"With pleasure." With a clinking whirl, Panthro spun his nunchuku and caught them in his hand.

Leopara staggered as the ground, quite unexpectedly, rumbled and shook. Lion-O caught her by the shoulder, and she reached back to put her paw on his bicep, stabilising them even as the shaking grew more violent.

"What is that?" Cheetara exclaimed.

"The only thing you can trust," came Grune's calmly smug response as it burst from the ground, a silver spindle spinning, "-a machine." They backed away as its spinning slowed. It stopped, glaring at them with red eyes. "Destroy them, Driller!" Grune commanded, running.

"Grune!" Panthro exclaimed. He ran forwards, but like a twister, Driller spun into his path. Panthro lept upwards with his nunchuku, but was batted away like a fly. Leopara gasped a little, taking a step forward- but Panthro was on the other side of it now.

It glared at them once more, then raised its arms over its head. The two half-drills clicked together and it lept up into the ceiling.

And then down straight into the floor.

And back up.

Down.

Up.

Down.

Up.

There wasn't much they could do but try to keep track of it.

Finally, it slowed its mad ricochet, a loud, ominous rumbling as they all glanced around. Finally, it burst once more from the ground behind them. They whipped around as it landed.

Lion-O moved fast, hand on the Sword of Omen's hilt.

"Thunder…" he drew it. "Thunder.. Thundercats, ho!" he called. The sword *sang,* bursting with a myriad of colors that danced around the mines. Leopara smiled, content to watch.

Driller charged him, spinning with its arms out like an angry, evil purple-and-silver top. Lion-O deflected its blows with a swing of Omens and slipped by it. It charged him again, this time with the drill on its head. Lion-O braced himself with Omens held in front of him, and blocked it with his guard, with the Eye of Thundera itself.

They struggled, Driller continuing to press forward and Lion-O continuing to press back, groaning and grunting from the effort of taking one, two, three steps forward.

"Now that's what I call impressive."

Leopara glanced at Panthro, wanting to say, 'See?'

Lion-O growled and with one final push, shoved Driller away and with a quick movement, slashed through the drill on its head. Electricity cackled around its defeated body, as its eyes dimmed.

She smiled at him, raising her hands to clap a little- the mines rumbled loudly and dangerously, and even larger rocks crumbled down from every floor, crashing into and destroying the machinery around. She pushed forth a barrier around the three of them and listened as, muted, the rocks bounced off its watery surface.

"The Driller weakened the mine!" Tygra called out, cringing into a duck despite the barrier surrounding them. "We need to go, now!"

They ran for it, all five of them except Cheetara. Leopara stopped, holding up her staff as more of the debris crashed around. "Not without this stuff." Cheetara said. In a flash, she caught up to them and they continued their run out of the mines. The ground shook violently, explosions rocking the Cloud Peak Mines all the way up its tall, earthly spire as they shot out of the access tunnel, chased by a cloud of dust carrying aloft small bits of debris that peppered the barrier and swirled around.

She tripped on a rock that hadn't been there before. Her barrier flickered out, and Lion-O stopped, pivoted and grabbed her hand to yank her up to her feet and keep running.

They didn't stop until they reached a ridge near the Thundertank. Then, and only then, did they stop to catch their breath, and Lion-O finally let go of her hand. Leopara leaned heavily on Jaga's staff, out of breath. I thought I had gotten used to this. As if reading her mind, Cheetara gently pat her on the back.

Lion-O surveyed the mines under the moon's light. "Well, that will slow down Mumm-Ra's army for a while."

"I guess your father's sword wound up in the right hands after all." Panthro's voice was surprisingly soft for him, tinged with sadness. "I served him proudly and you can expect the same."

"So you think when we get the Thundertank fixed, I could drive it~?" Lion-O asked cheekily.

A pause. "Not a chance...my king."

Thank you to all my reviewers, especially Frankannestein and WAR-Operative who gave me the boot to finally finish this chapter! Additional thanks to Heart of the Demons and The Night Whisperer.