TC is the property of WB and its affiliates. Any concepts not originating from the TC universe are the property of these creator(s) unless otherwise noted.

Characters will not completely resemble the 1985 rendition, nor the 2011 rendition. This is a reimagining of the Thundercats series as a whole and not entirely based on either series. Nor is it based on any other fan work. The creator(s) of this work reserve the right not to answer any questions or respond to any reviews. This is meant to mimic a professional work and will be conducted as such.


Episode 9

Beasts and Keeps


Lion-O still had the gauntlet that was supposed to hold the Sword of Omens, but his mind was so overcome with numb terror – drowning, drowning, he was going under – that it probably wouldn't have done any good even if he'd tried to use it. There was only enough time to grab a breath and then he was swallowed by the water.

He kicked. He moved his arms. He stayed maddeningly in place, unable to surface. Drowning, why did he have to die by drowning? Of all the painful, crushing, horrifying deaths in the world-

The Sword of Omens was in the clutches of Hammerhand. Lion-O kicked again, the mechanics of swimming dissipating. His chest felt so tight and painful that he had to exhale and when he tried inhaling the salt water burned his lungs and he knew he was going to die.

It was an eternity later – or perhaps it was three seconds really – that something grabbed his stunned body and lurched in a direction that might have been up. The world suddenly felt heavier and it was easier to move; the surface. Air. Lion-O dully vomited water and it streamed from his mouth and nose. He was being pulled along by someone who obviously knew how to swim, and now the waves seemed to be gently pushing them, as if apologizing for trying to kill him ten seconds ago.

Fickle waves. Make up your mind, he thought stupidly. Something golden and wet streamed before him, trailing from the head of the person pulling him, and he privately thought it prettier than sunlight on the water. It seemed greenish gold through the water, mysterious and smooth.

And then he was lying sprawled out on a low, craggy space in the shade of the cliff, the surface hard and stubbly like coral. Cheetara had her ear to his chest and he blinked.

"Ch'tara?" he croaked. She sat up immediately, expression thunderous.

"Don't you dare die on me or I'm going to kill you." Lion-O coughed and she sat him against the cliff. "Are your lungs clear?"

"I think so." He touched his mouth and wondered at how it felt a little sore. "Did you give me mouth to mouth?"

"You weren't breathing, of course I did." Cheetara was checking his eyes and the strength of his breath by putting her hand in front of his mouth. He absorbed this statement with a mild, absurd pleasure. He wondered if he were about to drift off again. "Lion-O, what happened? You fell in and sank like a stone."

He sensed something like anger in her tone and Lion-O struggled to stand up, wavering. This could only be the Marooner's Rock, for it was the only chunk that stuck out at this level as far as he could see. "I…"

Lion-O shook his head and turned around. "It doesn't matter. We need to get off this rock."

"Are you kidding me? It so matters! You almost drowned!" Cheetara was soaked, water running off her hair and body and she shut her eyes against the salt. Her eyes were already pink from the burn and Lion-O tasted salt when he bit his lip. When he turned away, abashed, she said wearily, "How is it you're a strategist and swordsman, trusted by the king enough to send on a mission, and yet you don't know how to swim?"

Staring at her, Lion-O felt his humiliation intensify. So she'd figured him out. It was almost enough to distract him from the crash of the sea. "Never learned. Water always frightened me. "

Cheetara was busy wringing out her hair and the hem of her shirt, and when she finished she turn quickly to watch the ships. Her wet braid smacked him in the arm. "Lion-O, why didn't you say something earlier?"

He waited until her face didn't look like she was ready to erupt and then said, at last, "It wouldn't have changed anything. We had to take a ship. I thought I could deal with it. And it's…embarrassing."

Oh the water churned around them, hard as stomach acid. He forced himself to look away. Breathe normally, don't hyperventilate.

She pulled at her bangs in frustration. "Lion-O, when we're going out on the sea, it is vital to know you can't swim! Heaven help me!" She turned around on the alcove and sat down. "Oh, the kittens…Creator protect them-!"

"Panthro and Tygra and the crew won't let anything happen to them," he said quietly. She looked ready to cry and was picking up bits of driftwood debris that had been lodged there by the crow's nest shattering on the cliff and hurled it in the direction of the ships. It fell vastly short. Lion-O looked to the cliff and observed a tunnel or two that seemed to needle through the surface and could not speak for a long minute. "I'm sorry. This is my fault. You should have left me."

She lifted her head, spine stiff and her fur lifting in disbelieving fury. "I'm going to forget something that stupid came out of your mouth."

Lion-O felt weakly ashamed at her golden wrath. "…Maybe they'll be able to turn around to get us."

The ships were very nearly out of sight. "Not with the engines dying they won't," she said, depressed. "I don't want to be here when he-" she pointed out over the water, "-gets to land."

Cruncher was chugging slowly through the water toward them, but it looked like it would take ten minutes for him to get there. He was a little orange speck in the waves. Lion-O watched him and looked into the tunnel again. "Think he'd follow us in if we enter the passages?"

"He probably wouldn't be stupid enough to. We won't have any light." She stood up. "They'll have too much to worry about for the next few hours to get back here, even if we're lucky. By that time the tide might be coming in. And since you can't swim, that'll be a problem." His face paled and she looked up the side of the cliff. "Can that gauntlet get us up any higher? Maybe we can scale the side."

Lion-O tried but the rope always tumbled back down, unable to grasp the worn surface. "Nothing. We might be able to work our way up through the tunnels." He took a step or two in and peered through the darkness. "There are holes to fall through in the top of the cliff, the signs warned of them. If there's a way to fall through, there might be a way to climb up. It'll be dangerous, but hardly worse than waiting around here."

"Fair enough." Lion-O didn't quite meet her gaze as she gathered some of the longest splinters of wood from around their feet. "We might be able to light these start a fire. We could at least have light for a while in there then." He saw some of the wood had thin tendrils of smoke rising from them and remembered the sound of the wood scraping against the rock.

"Maybe we should signal then," he said suddenly.

"I don't know who would see us, friend or foe. And I'm not willing to sit around here. Cruncher will have the advantage on such little land." She found a long, thick piece and nudged it into a few hot pieces, blowing gently. "Come on, come on…"

When a delicate tongue of flame started she scraped together the bigger pieces and said, "Let's go. While we have some light anyway."

Lion-O obediently started down the tunnel. "This is really dumb. We might get lost in there."

"Yeah. Got a better idea?" He shook his head. "All right then."

With that they were in, and they trailed into the rough, moist darkness.


"If someone doesn't turn this ship around, so help me, someone's getting their tail torn off and shoved up their bum!" Tygra had no qualms about kicking one of the fishermen in the head and hurling him unconscious onto the deck of The Mad Mallet. "Two of our people are back there!"

"They're trying!" Kat called, nearly a wail behind the door. "But the controls are jammed up! And the other boat's making it worse!"

Panthro was still going toe to toe with Hammerhand, punching him with everything he had. The skating cat was trying to help his captain but Panthro's rage had been ignited by losing sight of his charge. Which, Tygra discovered, meant he was going to kick the crap out anything in front of him.

Note to self, don't stand in front of Panthro when he was kicking the crap out of things.

The spinning cat was coming after him now, and Tygra cracked his whip and it wrapped snugly around him. He vanished and the spinner stopped in his tracks, blinking hard. Dizzy, Tygra realized.

He dashed around the spinning cat's back and unlatched one of the chains digging into the wood of The Sassy Hound. The spinner turned, still blinking in confusion, and saw the chain floating. But Tygra was quick; once, twice around the guy and he was rooted in place. Tygra reappeared, beamed, and kicked the fellow over the side. He skidded along the surface of the water for a minute before unraveling from the chain and sinking out of sight.

Tygra wasn't sure if he was dead or alive. He didn't really care. There were still two Berserkers to deal with. The skater had left Panthro to the captain and looked livid; apparently they weren't used to having so much trouble. Tygra's dander was up, and seeing Lion-O and Cheetara disappear into the water made him vicious. If he could snag the skater, trip him, injure him with the whip in any way, he did it.

Cheetara and Lion-O would be all right. They were still okay. They had to be.

The battles waged. Tygra lost track of time. Occasionally a crew member went down, holding his side. Even so they never stopped trying to help Panthro or Tygra, and he saw them guarding the door to the kittens and the control room with saliva-coated teeth and ferocity. Dogs were mangy, but alas, they were indeed loyal. Tygra knew the value of that.

Hammerhand was tireless but so was Panthro. The two cats moved around the deck, driven by their motions. The nunchuks proved to be excellent for defense and offense, holding off the cutlass and the hammer.

Even so, Panthro would tire first. His wounds had healed but he was still weakened from them, and Tygra knew they only had a matter of time. He had to get rid of the wheel guy.

A shrill, soft whistle got his attention and he spotted Snarf dangling from one of the lesser sail posts ropes, eyes dark. He glanced twice at the skater and Tygra nodded. He shied away from the pirate and swung around so he was below Snarf. The wheel man skidded around and rushed him. Tygra danced back again and without a word Snarf jumped.

The wheel man made his first noise, yelling when his view was obscured by Snarf's belly and paws. Snarf yowled and scratched at his face and Tygra finally cracked the whip and trapped the wheel man in its bonds. "Snarf, move!" The creature obeyed, hopping daintily to the top of a barrel.

Tygra then hurled the wheel man overboard, whip unraveling and sending him spiraling into the water. It was immensely satisfying.

The deck shook and Tygra look around to see Panthro – immovable, powerful Panthro – hitting the ground. The cutlass had struck his side and there was a long, thin slit along his waist. Captain Masti was bent over him, trying to staunch the bleeding with his coat.

But then where was-?

"No! Lemme go!" Kat. Hammerhand had made short work of the door to the control room and the two dogs within, and Kat was under one arm. Kit was screaming and pulling Hammerhand's tail, even biting it, but he just kicked her in the stomach. She flew back and collapsed, back hitting the wall.

Tygra roared.

Hammerhand leaped across to his own ship and gave the cats a cold look. "You're better than I expected. But if you want to see this boy alive, you'll follow my ship to my hold. If you don't, I'll have his pelt as a cozy for my table. Fight me there if you like; as long as you show up this boy lives. My word is my bond." Kat tried biting his arm but Hammerhand merely folded his arm tighter around the boy's middle, making him gasp for air.

"You tail-sucking piece of Ghen's brimstone-leaking sewers!" Tygra had not killed many people before – a few in self-defense, though they hadn't been cats – but he was ready and willing to wrap his whip around Hammerhand's neck and pull for about two minutes.

"You threw my men overboard, and they're likely drowned even now. Show me a bit of politeness here. Even your pitiful engines should be able to limp along." Hammerhand, with his great mallet, broke off all the places where the chains joined the deck and The Mad Mallet slipped free, speeding past them. The Sassy Hound lurched and bobbed like a rowboat, creaking on the waves.

"Kat! No!" Tygra pelted to the side and saw two things that lodged in his mind's eye. The first was Kat being tossed onto the deck like a large fish and him staring back at Tygra with frightened eyes.

The other was Snarf dangling from one of the chains of the fleeing ship. He was climbing paw over paw up the chain toward the ship, eyes fixed on Kat and Hammerhand.

Tygra turned around and surveyed the crew. "Wilykit! Kiddo, wake up!" He shook her shoulders and the girl stirred.

"Kat…Hammerhand grabbed him…"

Panthro sat up, bleeding slowing. Captain Masti called for an update on the ship's condition and Tygra picked up Kit and handed her to one of the remaining crew members. "Take her somewhere you can check her head." He nodded and carried her gently as a pup and the tiger turned to face Panthro. "We have to go, now. Snarf and Kat are on that ship!"

"Are you mad?" One of the dogs was tending a fallen brother, who was groaning in agony. "We survived by the skin of our teeth! We need reinforcements, doctors! Why didn't you tell us Hammerhand was after you!?"

"We had no idea! And we don't have time to go anywhere, Hammerhand might kill Kat!" Tygra knew in his heart that this crew was beaten and stood no chance against another pirate crew. Even so his rage was growing, and he kept imagining killing Hammerhand over and over. The thought boiled and made his teeth ache.

Panthro stood now, looking at the ship. "Not to mention he's got the Sword of Omens. But the crew's injured and the ship's been demolished." He grunted and turned to the door leading down to where the Thundertank was and began muttering about something.

Bullie was favoring his left leg but he snarled. "We can't let Hammerhand get away! He's taken an innocent child, and I'll be damned if that cur takes another life! Send a message to a nearby ship and we'll board it to follow Hammerhand."

"Into his lair!? Into Cliff Keep!?" Tygra looked at the dog who spoke. "It's on the other side of the cliffs. No one dares to go there but the pirates. There's a place where the rock has a gap and ships pass through it to get in and out of the Fel Sea to the north, but it's been the pirates' for year now. They'll burn our ship and fire on it with cannons if we try to pass through!"

"Not if Hammerhand wants us to come. Leaving will be the problem at that point," another muttered darkly.

"So you're just going to keep taking this?" Tygra asked coldly. "And let a kid die? Look, I get it, you don't want to go. Fine. But we're going to get the kid and the Sword of Omens back. At least take us near the pass. With any luck we'll find Lion-O and Cheetara near there."

Captain Masti returned from the engine control room with his face drawn. "Our engines won't get us far. Bullie, send a message to anyone that might be in the area to send us help." He looked to Tygra and Panthro. "Now, what were you saying?"

"Pirate took kid and sword. We need to get them back. And then we need to find Lion-O and Cheetara." He glanced at the crew who were exchanging looks. "I'm not asking you to come with us. Just take us near enough so we can reach it." So much for the loyalty of dogs, he observed in disgust.

Captain Masti gave him a long look. "Do you know how many people he has working for him? He has three dozen loyal crew members and two hundred sailors he's pressed into maintaining his keep. Do you think you can get inside without being killed? It's a trap, pure and simple."

"I know. But he's going to kill the kid." Tygra turned to the door where Panthro had headed down. "Back me up here."

Captain Masti raised his hand. "I'm not saying we're going to do nothing. Hammerhand can't get away with this. But we need a plan."

Tygra ran his fingers through his hair, stopping at his braids and resisting the urge to tear them out. They had to get to the cliffs, they had to get the sword back, Panthro was injured, Kat and Snarf had been taken…Lion-O would have been forming a plan but Tygra's mind was being pulled in several directions; how was he supposed to do this?

He took several deep breaths. Calm down. Cheetara would pray, but he was a little too proud to try that just yet. Lion-O and Cheetara would be all right for now, they would protect each other. He couldn't worry about them just yet. First, check Panthro's wound. Then plot to get the kid and Snarf and the Sword of Omens out. Because pirates and thieves having the sacred, powerful sword of Thundera in their hands was very, very not good.

"…I can turn invisible and sneak in, but I'll need a distraction. Something to keep Hammerhand and his men from noticing me and hurting the kid. We can't do this on our own," he said. Captain Masti appeared surprised.

"You're not going in alone. The cur has destroyed my ship and injured my crew for the last time. You and your friend managed to hold off his men; this will be our best chance to destroy him when he is divided from his best. I will accompany you." Several members of the crew protested but he just ducked below deck after Panthro. "What do you think, panther? How will we distract these beasts? We must show up to keep him from harming the young cat."

"With the best I've got." Panthro came above deck and Tygra checked his side. The captain's jacket was holding well. It would have to do for now. "We'll show up in style." Panthro jerked a thumb toward the cargo hold. "The only thing is we have to get the tank on land. If we can do that, Hammerhand will be up against something you can't prepare for."

Captain Masti checked the sea, scanning for boats. "One of them will be willing to tow us to shore. Then it can remove itself and the crew from the area until we're ready to make our escape. Can your tank hold off cannon fire and weaponry?"

"She's been itching to see some action this whole trek. Captain, will you do me the honor of riding shotgun? I'll show you what buttons to hit; she's got more guns and weapons than one person can use," Panthro said. The captain gave the vehicle a thoughtful, intrigued look. "And Tygra, here's what you need to do when we get in," he continued.

Tygra listened and watched one then two ships appear on the waves. But he couldn't help but glance at the cliffs as they slipped further from the Marooning Rock.


Cheetara had never seen anything quite like the tunnel. Sure she'd seen holes, and there had been mines near Dera's Run, but as it was a cave that had been formed by storms and water, erosion and time, it had little rhyme or reason. It rolled and dipped and narrowed and widened at various points, and it was good they were both thin and agile. It was hard to tell if it went up or down because it edged either way by inches at various points.

Lion-O walked in front of her and he was silent. Cheetara thought about her reaction to his confession and, after several minutes of crawling and climbing, found that her anger had ebbed. "Hey. Sorry I screamed at you," she said finally.

Lion-O looked at her with bewildered eyes. "I don't blame you at all. I should have said something earlier. This is completely my fault, and I accept that. You've every right to be angry."

"Maybe, but you were obviously freaking out. I didn't need to add to it." He didn't reply to that, looking back toward the tunnel and testing the ground as the light fell over it. Cheetara weighed her next words carefully. "Is there a particular reason you never learned to swim?"

"A stupid one. I fell into a well in a courtyard when I was little…three, I think. Something had fallen in and I wanted to get it back. I don't remember much except for the feeling of water in my lungs, and the sound of it all around me." Lion-O exhaled and it echoed over the uneven stone. "I went under and blacked out. I couldn't climb and there was nothing to grab. I should have died."

She found that she walked a little closer to him. He sounded younger as he spoke, and Cheetara found herself remembering a time when her parents had taken her to a swimming pool in Dera's Run on a hot day. There had been one second where she slipped away and waded into water too deep. A little water had gotten into her mouth, but almost before she could get scared – almost – her father had whisked her out and scolded her firmly. Then she'd gotten a big hug and kiss. She hadn't quite understood it then.

If her father hadn't been there, and it had been a deep lone well…no, Cheetara tried not to think of it. Lion-O sighed. "I didn't, somehow. I've had a fear of deep water ever since. When I was six I was supposed to learn how, but I just couldn't get near it. I started freaking out every time." He laughed bitterly. "They've had a psychiatrist look at me and said it's a phobia rooted in my trauma. I'm old enough now to get over it but I guess some things just don't want to change."

"I can understand that. Everyone has a fear that's kind of strange. Yours makes sense anyway."

Lion-O slowed a little. "I tried to learn again before the king sent me on this mission. I sank and nothing anybody told me registered. I just kept sinking. Just like-"

"I get it." That he'd gone out on the frozen lake to get Tygra had taken gallons of courage, Cheetara realized. She considered this and tapped his shoulder. "Tell you what, I'll teach you to swim. We'll find some shallows and I'll figure something out." He gave her a skeptical look, but at least he looked at her. She winked at him. "C'mon, let me try. Maybe you just need a woman's touch to get you in the water."

He sighed. "It doesn't change what a mess I've made."

"Well, when we get out I'm sure I'll end up making some kind of mess eventually. If you won't hold that against me I won't hold this against you. Deal?" Before he could reply the feeling of the rock beneath them changed. "Whoa, what happened?"

She lifted the stick, aware it was burning a little quicker than she'd like. Lion-O frowned and rubbed one hand against the ceiling, suddenly two feet above their heads and relatively smooth. "It's a tunnel. One that's been dug," he said, sliding his palms down the walls and even onto the floor. "Someone burrowed this out."

"Or something," she couldn't help but mutter. Lion-O felt for his back and Cheetara saw him take out one of the swords. "I forgot those."

"If we meet something hostile at least we're armed. Which way?" The tunnel went left and right and Cheetara shrugged and pointed right. They stepped carefully and kept going, listening for anything strange.

The silence was oppressive and Cheetara said conversationally, "You want to know what Tygra's scared of?"

Lion-O glanced at her. "I'll bet it's not as silly as drowning."

"Spiders." He nearly stopped but stumbled on in surprise.

"Really!?"

"Yep. Terrified of them. Just four months ago he came to my house at six in the morning freaking out because there was this huge spider on the floor of his kitchen and his father wasn't around to deal with it. He couldn't get to his tea, so this was a big emergency." She couldn't help but snort with laughter. "The poor guy! I went over there and picked it up and took it outside. It was a good breed you know, killed pests and stuff. He just about died."

Lion-O wasn't quite laughing but his face had warmed and he was smiling. "Poor Tygra." They continued walking for a while before he added, "Panthro is a control freak. He can't handle losing control of a situation, he gets really mad."

"No wonder he always has to drive. It's not good for his blood pressure." Even if talking like this was silly it made her feel better, and judging from Lion-O's face it helped him too. It distracted them from the fact that these tunnels were supposed to be a death sentence, and to be inside this cliff was considered the worst possible thing to the locals. And there was supposed to be something evil in here, something ancient.

She coughed, trying to shake herself out of the thought. Noticing, Lion-O asked, "Do you have some kind of fear? If you don't mind talking about it."

Cheetara considered all her little ticks and phobias and said carefully, "This might sound weird, but…my visions kind of scare me. Well, not the visions so much but…where they come from. I'm pretty sure the Creator sends them, but I guess there's always a little doubt that maybe they're something bad. And I feel bad for not being sure. Nothing would be worse than something you thought was good ending up bad, you know?"

Lion-O nodded. "I don't think they're bad. I think the Creator is the one sending them. The Sword of Omens has given me similar visions to yours and it's always supposed to do good."

She hadn't considered this. "You're right." She patted his shoulder. "See, you're helping. Everyone's got their issue. So don't feel bad about…this. Okay? Tygra and Panthro have probably already beat the pirates and they're trying to get repairs for the engine or heading to the top of the cliffs or something. I'd rather be stuck with you than you be wandering down here alone. I'd worry about you."

Cheetara squinted ahead, so she missed the way his cheeks reddened and his mouth smiled. "Did you hear that?"

"What?" Lion-O stopped moving and she heard it again. A faint ticking noise, like tiny rocks being stirred. The sound stopped and he held the blade carefully before him.

Another ten minutes passed – and countless feet of tunnel – before the sound came again, this time closer. Cheetara's heart jumped in her chest, and she had to light another piece of wood to prevent her hand from burning. Lion-O nudged something on the floor and whispered, "Lower the light please."

She obeyed and saw white stones littering the ground. Frowning, Cheetara nudged them with her toes. Her mouth went dry and her tail lowered six inches; bones. Some of them still damp from previous tides.

"Maybe we should backtrack," she said softly, listening more intently. Lion-O stooped to examine the bones and turned several over in his hands.

"…These are from fish. Plain fish." He sniffed them and Cheetara's heart felt a little less tight. "Look, see how small they are? Ugh, look, scales too. They're everywhere." He lifted one and let her take it. It was a fish's skull, tough and big as her fist. Scales littered the ground like glitter and silver flecks. But Cheetara spotted something else in the tunnel and knelt to touch it. Gauzy, silky…sticky?

She drew her hand away and a few strands from the white substance clung to her fingers. Both of them gazed at this and Cheetara's heart started feeling funny again. "It rims this section of the tunnel. A ring around it."

Lion-O fingered the stuff and sniffed it. "…It's like webbing. But it's thick as string. Look, there are fish bones in it."

The rattling sounded again, and Cheetara put out her arm immediately with the fire. It echoed in the tunnel and she didn't want to be caught by surprise. Lion-O stripped some of the stuff from the tunnel wall and wrapped it around one end of another longer splinter and let the dying flame heat it. It worked a little better as a torch and he whispered, "Throw that one."

She obeyed, hurling it down the tunnel. It rolled like a dead star, and though it struck nothing she heard a vague chitter and the sound of scuttling.

They looked at each other. Lion-O kept the blade out but in a defensive position. "…What should we do?" he asked.

"…It hasn't attacked us yet." Cheetara felt like one of the stupid people in a scary story that didn't know when to turn around. The clicking noise suddenly came closer and Cheetara's staff was out instantly. "Who are you? What do you want?" she called.

The light flickered but she could see something on the edge of where the tunnels shadows began again. It seemed to be turned away from their light, and brown furred. Could it be a cat or a dog? She took a tense step forward. "We don't want any trouble. If you know the way out we'd appreciate some help."

The mass shifted and Cheetara instantly knew that it wasn't a cat or dog. Because four long, hairy, segmented legs came into view of the flickering light, and the furred thing became horrendously clear as some kind of bug's abdomen.

But the thing was as tall as Cheetara, and half as long again. It hissed and in a blur of motion sped toward them, two frontward legs reared and the head covered to hide from the light.

Neither of them screamed. There wasn't time. Cheetara felt the heat of the torch vanishing as the thing smacked into them – hot and hairy, bristling against her fur – and there was the sound of a blade and exoskeleton being cracked. The thing screamed and Cheetara moved, grabbing Lion-O's arm and all but towing him in the opposite direction. "Go, go! Run!" she yelled. He found his feet and they ran through the darkness without stopping for several minutes, bruising themselves on the walls and tripping over uneven parts of the floor.

When they finally stopped Cheetara simply sat down. "What…what was that?" she panted. Running was not so tiring for her but the shock of the thing had been enough to sap her breath. Lion-O was beside her – she felt the heat from his body and the trembling of his legs from the run – and sat down after a moment as well.

"I don't know. I've never seen anything like it. I've read about spiders, and there is no breed that is supposed to get that big, anywhere!" He must have moved his sword because she heard the clink of metal on stone. "I think I cut off one of its legs. Or into one anyway."

"Did it follow us?" They listened over the rush of their lungs and she heard nothing. "I don't…why did it attack? Come to think of it, why did we run? We could take it, right?"

Lion-O didn't reply for a second. "I don't know. I just…it seemed so awful. Why did we run? We've faced mutated people, that wasn't really much worse…"

"Do you think it's what's been killing everyone that comes in here? It looked like a spider, so I bet it made that webbing stuff we saw." Cheetara shook her head fiercely. "Ugh. Okay, so I'll bet it's made the tunnels down here. It had the color of a spider that digs."

Lion-O didn't speak. "Hey, you okay?" she asked.

His eyes seemed to be shut. "I'm trying to get used to the dark. I dropped the torch when it came at us." Cheetara thought this sensible and shut her eyes as well. There was little difference between her eyelids and the air. "You know," he said suddenly, "I think the light hurt it. That's why it attacked. It was covering its front. Maybe it has sensitive eyes like Red Eye."

"I guess. I'm still kind of miffed about it." Now that they were away from the creature Cheetara found her fear melting under her anger and shame. She'd fought Mutants and how many thugs in her life? Why had that thing struck at her heart in such a frightening way? What about it had crawled inside her and stirred her primal fears? "I guess we can go this way. It was a right or left decision; we went right, so now we'll go left. Maybe it'll stay away since you injured it."

Lion-O leaned forward. "I hope so. I still can't see very well."

"Here, let me go first." Cheetara extended her staff and rapped the ground before them, which was about as visible as a rock in a pile of gravel. "At least we won't fall over this way," she muttered. "Think this is what it feels like to be blind?"

"Maybe." She took his hand without thinking about it to lead him and his palm seemed warm. "How long do you think we have before the tide comes in?"

"I don't know. I hope we're out long before we have to worry about it."

Two hours passed. The tunnel went up and down and at one point felt like it looped – or some sort of miserable, vindictive motion twisted it – before they finally rested again. Cheetara forced herself not to think about the fact that she was thirsty, and tried not to lick her lips; the sea's salt rested on them and made it worse. It was pure chance that she absently felt for her belt and remembered her half-filled canteen there. She'd kept it close because she hadn't wanted to keep going below deck to get water. Thanking the Creator, she took a swig and offered it to Lion-O, who also took a careful drink.

They kept moving after that, tongues feeling better after the mouthful of fresh water. It wasn't long after that the clicking noise returned and Cheetara hefted her staff more combatively. She wouldn't run this time. "To the front of us," she noted. Lion-O listened intently as the creature moved and scuttled.

"There must be more tunnels around if it beat us there." The idea that there might be more than one made her dizzy. So she said nothing of it. "Think it's after us for food?"

Cheetara shrugged. Through the blind, fumbling dark they continued, but Lion-O stopped suddenly. "Feel above your head," he said. Obeying, Cheetara blinked as she felt the curve of another tunnel. "It leads upward. And we might not run into the creature again. Want to try it?"

She climbed up and sniffed. "Seems okay. Come on, up and out right?"

The lack of wind was probably the thing that bothered Cheetara more than anything, except for the oppressive darkness. It seemed like no matter where they climbed and walked the sound of the creature was never far. They changed directions once or twice but it must have known its tunnels like a map. She never got the idea that there was more than one though. The noises weren't right.

About twenty minutes later they encountered the creature again. It had a smell that she caught now and she extended her staff, hitting the ground. The beast hissed softly but it didn't approach. "…It's blocking us," she said.

"Why? It's not attacking." Lion-O took a few steps forward and the sound of clicking intensified. "Cheetara? Is it possible it doesn't want us to go this way?"

She had not thought of this. It seemed rather silly to consider at the moment. "If it wants to communicate with us, why doesn't it just talk?"

"Maybe it can't. I'm just getting this weird feeling about the thing. I did when we first saw it and it's only intensified. It was horrifying but it was…sad. Somehow. Like a piece of music you can't place or something." He shook his head. "I'm sorry, I don't know why I thought that."

Cheetara eyed him in the bleak darkness and would have spoken if she hadn't heard the creature approach again, this time stealthily. "Stay back!" she warned. It chittered angrily and she inclined her front, staff at the ready. "Get away from us!"

It screamed softly, as if attempting to scare them again. Cheetara was not in the most hospitable frame of mind and so refused to be cowed; instead she ran at the creature, nicking herself on rocks and rough walls. The thing fell back, squalling in surprise – she was too blinded by darkness to make much sense of where it went – but she got the feeling it ducked down another hole and dashed away.

Savagely pleased, she grabbed Lion-O's arm and they darted down the tunnel. It was as if her prior cowardice – or desperation – had been wiped away and she felt much better. Perhaps it would go away now, and stop coming after them.

The floor disappeared. Cheetara screamed, voice echoing like a banshee's as her feet fell into nothing. The only thing that saved her from descending into an uncertain drop was the fact that Lion-O was heavier than she and he hadn't moved forward as quickly. He dragged her back into the tunnel and Cheetara lay there, panting. "Are you okay?"

It took her several dozen rapid heartbeats to say, "Yes. There's a…hole."

Lion-O looked down into it but sighed. "I can't see a thing. I wish we had a light."

Cheetara leaned against the side of the tunnel. Lion-O touched her forehead. "Are you going to be okay?"

"It was just a shock. And I feel really awful now. Something…ugh. I don't know. I think something is down there." It took a minute for Lion-O to figure out a way to see what lurked below but when he did Cheetara had to admire it. He took a bit of cloth from the hem of his pants and wrapped it around a pebble, tying a knot. Then he took two stones and struck them until sparks flew, nursing a tiny flame onto the cloth-wrapped pebble. It wasn't until the flame was quite cozy that he reluctantly dropped it into the tunnel's gullet, dipping down. It seemed to be a cavern formed by the flow of water if its curves and caveats meant anything. Hairy-looking mounds were at the bottom, blending together with distance and shadow.

Cheetara realized what was at the bottom before Lion-O did and felt ill again. "What are they? I can't make them out," he whispered.

She glanced down and looked away again. "Lion-O…they're bodies."

He stared at her and then gazed at the bottom of the hole. The piles of hair were bloated corpses, and the strange splotches of color were all that remained of their clothes. "Do you think it's a trap for food?"

"I don't know, okay? I don't know! It doesn't look like it was…burrowed…" Cheetara was having a hard time breathing in the dark and one of those bodies had seemed rather small, as small as one of the twins. She couldn't throw up, there was precious little water to lose-

"Cheetara, calm down." Lion-O gently wrapped his hands around her shoulders. "It's all right." When he could find no evidence for this claim he asked, suddenly, "Tell me about the Creator's sixth hymn Cheetara. I'm forgetting the words. Is it, 'Blessed are thou, peacekeepers,' or is it, 'Blessed are thou, righteous?'"

Cheetara blinked, mind sidetracked. "Neither. It's compassionate. You're thinking of the fifteenth psalm."

"That's right. How do they go?"

Cheetara knew he was trying to talk her down and she delved into the opportunity, trying to erase the image of her falling into the tunnel and snapping her neck on the way down, joining the dead bodies. It didn't quite erase her fear but thinking so hard did soften the bite of terror.

At last she could look into the tunnel again and consider it. "Maybe it's for food storage. She might have been trying to chase us away from her food. She'd have let us walk into it if it were a trap."

Lion-O watched the flame flicker and die, losing sight of the corpses. "They don't stink," he wondered. "How long do you think they've been down there?"

"Judging from the looks of the clothes and how crusty they looked…a few weeks maybe. And they've been in water. The sea probably rises and they soak it up. The salt keeps them from rotting." Cheetara looked away. "Let's…can we do something for them?"

"We don't have enough kindling to cremate them, and we can't climb down." Lion-O sat still, thinking if the silence meant anything. "We could say the funerary prayer if that would make you happy."

Cheetara turned around, facing the hole. "…Yeah. I'd like that. We can't help them; only the Creator can. If that creature really killed them…"

Lion-O shook his head. "Don't think about it right now. We need to get moving."

It was a quick, whispered prayer and then they backtracked and found another tunnel, Cheetara still thinking of the dead. Had that beast killed them and thrown them down there? For some reason she didn't think so. But…why not? Something in her shoulder blades shifted uncomfortably when she thought of the thing.

She hoped they never saw it again.


Kat learned very quickly that he didn't like pirates, and that they were nothing like the stories. Hammerhand had all but ignored him after dumping him on the deck and was busy examining the Sword of Omens with a frown. The smell of sweat and dirty fur was all around him as the sailors panted and worked to keep The Mad Mallet ploughing ahead. Licking his lips, Kat finally managed, "Um…Captain Hammerhand?"

The pirate didn't reply. "Sir? Where are we going?" Kat had no desire to end up dead, and ticking off this cat seemed unwise, so he deferred to politeness. The cat kept looking at the blade.

"Interesting. It shrank and will not grow again. Is there a switch or a lever? No, I think not."

Kat blinked. "It's only supposed to work for…um…the bearer. Or whoever is supposed to have it. If someone steals it, the sword won't work for them. Or at least that's what the stories say."

At last the captain looked at him, appraising him. Kat wished he hadn't said anything as the weathered face remained perfectly still. "…We are going to Cliff Keep, boy. If your friends show up you will be spared. As long as my patron receives this blade and I kill the adult cats, I don't think she'll care if a kitten head is missing on the tally. And I could use a cabin boy to run errands."

Kat shivered. "But…I'm going to Tropo. I'm looking for my parents."

"That's no concern of mine. Obey my orders and perhaps someday you'll earn your freedom, but for now, you're going to swab the deck." Hammerhand seemed not to care what Kat said, merely tossing him the nearest mop.

"But I-"

The old face turned, hauntingly mild. "Either make yourself useful or I'll kill you right now." He lifted his hammer. "This can crush your skull in a moment. Don't test me. I've lost several good men and I'm very, very cross."

Kat immediately began wiping the mop across the metal and smooth, maintained wood. His ears were buzzing and he wished to say that the others would come and save him and that Hammerhand was a terrible person and a thief. He wanted to pull off a brave and heroic escape, stealing the Sword of Omens and swimming back to the ship.

But he'd seen Hammerhand send Lion-O over the edge and ignore his own men falling into the water without even calling to them. Even now there was Panthro's blood on his cutlass. And Kat believed him when he said he'd kill him.

Tygra and Panthro will find me. But…Lion-O and Cheetara…

His throat nearly swelled shut and he thought of his hurt sister. What if the grown-ups couldn't beat Hammerhand? What if they were killed when they came to get him – and he knew they would come after them, he knew it – and he and Wilykit were trapped with the pirates? No, they couldn't fail! And his sister, trapped with these awful creatures? He'd kill Hammerhand himself before he let that happen!

His claws were digging into the mop. He detached them and tried not to shake. Captain Hammerhand was watching him with a sort of boredom. "Hate me boy?" he asked.

Kat had always been taught not to lie. Honesty weighed more than his sense. "I think so. You seem to be a bad man."

"You're not a liar. Foolish but admirable." Hammerhand traipsed past him. "Why do you think me a bad man? Because I kill for my money, whether hired or simply thieving?"

"That's one reason."

"Aye, but I don't kill out of hatred or vengeance. This job is a one-time thing. That's a little better than being paid to kill all the time, don't you think?" He leaned against the side of the ship. "Boy, take a little advice; as you get older, you'll find out right and wrong are very, very wobbly things. Whether something is right or wrong might change depending on where you're standing at any given moment. Do you think your friend the panther, being a military man, has never killed someone?"

Kat paused. "If he did it was a bad person."

"He may not have known whether it was a bad person or a good one. His king ordered someone killed and he obeyed. Because he's in Thundera's military and it is his job. Do you think he's a bad person?"

The twisted logic took Kat aback. "No! Panthro's good!"

"Why?"

"Because he doesn't just kill people for money! He stopped people that were hurting others, like kids and the Berbils!" Kat glowered at him coldly. "He believes in justice. He only fights to protect people that can't protect themselves. You're just fighting for you."

Hammerhand laughed. "Such conviction! I never did have that idealistic streak, not even as a cadet." He'd taken out another cigar and lit it. Kat wrinkled his nose at the stink.

He let out a plume of smoke and coughed for the first time. "Men can be demons boy; never let them use you. Or you'll end up bait to draw out an Alliance group because your superiors think it's for the greater good to watch you flail on the ground because your arm's been blown off if it draws them out. That's when you drag yourself under a rock to watch them slaughter the whole squad of lizards by cutting out each scale one at a time."

Kat's tail was low, hanging between his legs. "Not everyone is like that," he whispered.

Hammerhand considered this. "Are you sure?"

"Yeah." Kat had no logical reason save for his own experience. He didn't feel like telling Hammerhand about evenings around a campfire, being told stories and his hair being combed for the first time in a year by someone other than his sister. He didn't think this pirate deserved to know how Tygra took his tea, or how Lion-O shared the best part of dinner with them, or how Panthro would check on them all very quietly when he thought they were asleep, or how Cheetara liked to hum the same songs his mother used to hum.

"Think what you will. I set out to claim what I want, and people oppose me. I act on my own whim. Your friends are behaving on the part of others. I'm a person at least; they're simply tools." Hammerhand grinned and Kat's hands balled into fists.

"Snaaaarf?"

The meow came from up above and Kat jumped. Captain Hammerhand tilted his head back, puffing on his cigar. Kat saw the red flash of Snarf's fur and his yellow and cream face, and bit his lip. Snarf cocked his head and said, "Nar-Narf?"

Shimmying down the mast Snarf looked around as if he'd never been on a ship before and meowed again, ears drooping back. His tail flicked fetchingly and Kat tried to understand; Snarf was always so clever and quipping. Why was he acting so…fuzzy?

Snarf padded up to Hammerhand and did the unthinkable. He purred and rubbed against the bared calves, meowing, "Snarf-nar-snarf?" like some ridiculous, stupid pet. Kat couldn't help but feel a little outraged at first. Why, Snarf was acting like a buddy to a pirate-!

The light came on. Kat watched Hammerhand's face closely. For the first time the pirate seemed surprised. "And what be this wee thing?" he asked.

"A forest creature. He's been tagging along with us. His name is Snarf." Kat spoke no lie and therefore felt no guilt. Snarf sat back on his haunches, lifting his forelegs and tilting his head up at the captain.

Hammerhand snorted and brushed him aside with a foot. Snarf mewled in dismay, eyes growing rounder and sweeter. "Does it think a little begging will get a scrap of food then?"

"Maybe. He might just want you to pet him." This was true as well, for Kat wasn't sure what Snarf wanted. Hammerhand laughed softly.

"I'll pet him with my hammer and see how he likes it." The faintest of tremors made Snarf's tail vibrate but it was gone in a swish. Kat held his breath as Snarf acted out the most devastating move he had in his arsenal and felt positively un-cute in awe of it.

Snarf put one ear up, cocked one ear back, tilted his head to the side, and lay on his belly across Hammerhand's foot adoringly.

Kat blinked and continued mopping, praying hard that Hammerhand wouldn't crush Snarf's head with his hammer. It took a minute but Hammerhand set a hand down, and it wasn't the hammer. He gave the creature a rough rub behind the ears.

Kat realized then that Snarf was in. "You may not believe it, but I do love beasts. And he does have a certain charm, doesn't he?" He sighed a little more smoke out. "I love debate and philosophy boy. You've indulged me, which is more than my crew can do. I'm not entirely sure some of my lads can even speak." He shrugged and let Snarf walk beside him toward his cabin. It had to be his, because there was gold gilded across the doorknobs in the shapes of skulls and hammers, and Kat watched him open the door. "We'll arrive at Cliff Keep in an hour, boy. The deck should be clean by then. Don't try anything funny."

Snarf shot him a look over his shoulder, a deathly clear one. "Don't do anything stupid." Then he meowed and purred, rubbing against Hammerhand again. The old captain gave him another furtive scratch behind the ear as the door closed and Kat just looked around at the debris on the deck and the dirty spots where blood had dripped from weapons and dirty sweat from bodies.

He sighed. Then he started wiping down the surface.


Cliff Keep looked like a place where pirates would live. It rested like a great wooden nest in the broken crags of the roughest place of the cliff, almost like a massive ship that had been converted to a sort of demented tree house. It stretched about halfway up the cliffs like hard ivy and many flags emblazoned with a hammer dangled from various posts, tattered and weary. Mines floated, silent as death, and everywhere there were barbed pieces of wood and metal. The only way to come ashore was on a dark dock and a short swathe of rock.

Tygra watched this come closer in silence through the crack in the Thundertank's slightly open trunk. He knew how to open it from the inside but he couldn't hope to know when to jump out if he couldn't check his surroundings. Technically he shouldn't have been able to see anything but the interior of The Sassy Hound, but ramming into so many things had chipped away at the hull and left several dangerous holes – or rather, makeshift windows – everywhere. So he could see pretty well as they drifted near the keep.

The odor of the Thundertank was a quiet metal one, waiting easily for the aiding ships to bring it to shore. The ships would hurry away as soon as the tank hit the coast, and Tygra was to be out and searching for Hammerhand while Panthro "talked" to him. They would waffle for a minute and then start firing.

Tygra would not even consider what would happen if he didn't have Kat and the sword quick enough.

After this – assuming none of them were killed – they had to return to the other side of the cliff with another ship to find Lion-O and Cheetara. His stomach churned; if they'd been desperate they might have gone into the tunnels, and there was no way they would be able to find either of them. Cheetara's parents had counted on him to look after her, and seeing them on a messenger screen a week ago had shown him relief in their faces. "Just look after each other. I'll make you tea and those scones you like when you get back, both of you." Sai's worry had been so like his own mother's that he'd felt homesick.

This stinking pirate was at fault and Tygra intended to grab Kat and the Sword of Omens right before he shoved the cyborg into the sea if at all possible. Not to mention Snarf; wherever the little furball had gone on The Mad Mallet, Tygra just hoped he was all right.

Upon docking he heard something coming open, sliding and clanking like a drawbridge. Then the Thundertank purred and revved forward slowly. He liked the sound it made, like a great predator ready to tear apart an uppity little creature. As soon as it stopped he would slide out, and he held his whip tight, waiting. Waiting.

The tires paused and he flicked the whip. It managed to snake around him twice in the cramped place and he felt himself shimmer as he faded from the visible world. Hammerhand's mechanical eye patch worried him, but he slunk out of the trunk and shut it with a soft motion, creeping on all fours across the wooden floor.

It resembled nothing so much as a wooden coliseum in this great, round room, and posts supported balconies that had obviously been crafted from old, broken ships. The floor was a flat, circular layer of planks and he saw a great deck up above it where several vile looking pirates leered down at Panthro, who stood beside his tank.

He found a set of stairs around the rim of the flat wood and raced up them on silent feet, pausing to renew the invisibility twice. There were rooms built into the wood as well – storage, weapon racks, artillery, food, gunpowder-

He paused and backtracked. The smell of gunpowder was a rather unusual one as it wasn't used in weapons as often, but rather more common in fireworks. But he supposed the pirates must use it for their older cannons and sniffed the room. Gunpowder rested in thick, fat sacks in this room and there was no light at all; the only lights he'd seen were torches, and to have a torch near gunpowder would have been stupid in the highest extreme.

That gave him an idea. Tygra grabbed a few of the smaller bags and carried them under his invisible shirt. He passed two more rooms, both with piles of gold, without even glancing at them. He grinned coldly, passing behind sailors and crew members without issue.

Tygra had always liked fireworks.


Wilykat sat on the floor for two hours once they reached Cliff Keep and he was escorted to the highest spot of the place. Hammerhand had seemed impressed by his job cleaning the deck, and he was almost pleased in a surly way. Praise was rare and not to be ignored, regardless of its source.

These were Hammerhand's own quarters. It was a large room with open sections instead of glass windows, and several soft couches and fine furniture rimmed the room. Hammerhand's desk was gilded with gold and precious stones and it smelled of exotic wood.

He was trying to count all the scarred places in the otherwise spotless floor when Hammerhand entered, placing the Sword of Omens in his desk and locking the drawer with a key he placed in his pocket. Much to the boy's surprise Snarf was sitting on his shoulder like a parrot in a storybook. "This creature is quite the wily beast," Hammerhand informed him. "Watch."

Snarf perked up his ears, meowed cutely, and hopped to the floor. Hammerhand crouched, his hammer brushing the floor. "Count."

Snarf began tapping a paw. "Snarf-Snarf-Snarf," he said aloud. Kat forced himself not to say anything as Hammerhand requested tricks, surprised that the captain would care at all. He was told to fetch, to beg, to roll over, and every time Snarf did this with the charm of a dumb beast. Hammerhand grinned and Kat was struck by how old and odd he was.

"Look at the bonnie thing. Just like my pet when I was a boy." Hammerhand sat down in his chair and watched Snarf prance with some amusement. "Where did you find this thing again?" To Kat's surprise the cat took out a little piece of bread and fed it to Snarf, who nibbled it from his fingers.

"A forest we passed through. He…wanted to come with us, so we let him."

Hammerhand's face seemed much more creasy when that cold, stiff look went out of his eyes. "Isn't that something? My pet was a little rodent creature…some kind of rat species. Mother always wanted me to poison it but it was such a smart little thing. 'It's stealing food,' she said. But he would do tricks and play, and he kept the other rats away. That's not stealing…it's working. He used to sleep at the foot of my bed."

Kat found himself listening, in spite of himself. "What happened to it?"

"What ever happens to a good little beast? Someone living in the hovel we stayed at set a trap and he was killed. He didn't do anything to deserve it; they just didn't like him. Snapped his poor little neck."

Pity tempered his dislike. "How old were you?"

"Eight. I killed the man when I was thirteen. He didn't like having his neck snapped either." This frank admission made Kat's stomach turn. Hammerhand shrugged. "That's what landed me in a juvenile hall and then I was pressed into being a cadet for the military." He let Snarf explore his desk, sniffing at the sides.

Kat peered out the openings, watching the ships edge closer. He'd nearly forgotten this wasn't a nice, slightly off old man. "…Were you out here when the king was supposed to send help to the coast because of pirates?"

"Of course. I was one of the pirates causing trouble. That's been…what, twenty years? Yes, that was when I finally commandeered a fleet of ships."

Kat eyed him. "So technically, if you were doing what you were supposed to do, you would have been protecting those people. And they wouldn't be mad at the king."

"Aye. But there was no reason to. I'd lost my arm and decided to take to piracy. One can only rely on oneself after all. And, perhaps, little beasts. They're not good at deceiving. Are they?" He scratched Snarf's chin and Kat wondered if Snarf felt bad for tricking him. He seemed to be an old man that had gone through bad things, and it was hard for Kat to figure out what he thought of the man now. He was bad, certainly, but…

It hadn't really occurred to him that bad people may have good pieces in them. It seemed sensible; no one could exist being totally evil, could they? Even murdering pirates might care about animals. Or fair play. Or pretty paintings. Miss Hiss had really liked bits of quartz and shiny rocks.

Why they chose to be bad then was a hard thing to figure out. Perhaps they really didn't think they were bad. Kat just tried to shrug it off, for the Thundertank had rolled from an opening in the ship and the door that had opened shut again, and the ship pulled back. A squat boat puffing steam was connected to it and couldn't seem to back away fast enough.

Panthro had gotten out. He stood beside the tank and Kat heard him call, "So, you wanted to see us, Captain Hammerhand?"

"I was expecting you and the tiger. Where is he?" The Thundertank revved furiously and Panthro grinned. "Ah. Inside."

Kat frowned. Panthro had never let Tygra touch the controls before. He couldn't help but wonder if Tygra was there already, invisible, and someone else was in the tank. Maybe his sister. Or Lion-O and Cheetara? He hoped they'd managed to go get them.

Hammerhand leisurely seated himself in the chair by his desk, leaving only his face visible from below. Snarf dutifully leaped into his lap and curled up contentedly. Kat dared to wave down at Panthro, who didn't look at him. "Let the kid go. He shouldn't be involved."

"I'll not harm him. I said that if you came, he'd be spared. And he will be, even if you fire. He swabbed the decks very well; I've been looking for a good candidate for a cabin boy. Captain Hammerhand may be a monster, but he's got standards." Hammerhand waved his hand and a clicking sound made Kat stiffen. Seams were opening in the wooden structures, flat places sliding open to reveal cannons, both traditional and a few energy blasters. They were expensive things, and Kat had seen several rooms of treasure on his way up. Hammerhand could afford the best weaponry, no doubt. Up and down the surfaces were weapons pointed down at the ground where Panthro stood beside his Thundertank.

"You cheater! That's no fair!" Kat yelled. Hammerhand watched idly as Panthro merely climbed back into his seat and shut the door.

"It'll take some repaneling, but I'm quite ready to complete this sorry little job." He pointed down and the sound of two dozen guns going off at once deafened Kat, exploding in his eardrums and making him fall to his knees screaming. Snarf yowled at the noise and Hammerhand alone didn't flinch, and Kat started coughing; he could smell volts from the energy weapons and gunpowder from the old cannons, and it made his lungs feel dark and small. It was impossible to see down to the wooden floor in the gloom, and Kat waved frantically to swipe the smoke aside.

The sight that met his frantic gaze was a very welcome one indeed.

The wood had been burnt away, charred bits of black wood littering a black surface. He could see metal beams where wood had been before and realized that steel had been used to fortify the Keep and wood had been only an extra layer.

The Thundertank had not moved at all. It sat in the middle, unharmed, slightly tarnished from the smoke but otherwise spotless. Hammerhand scowled and Panthro's voice cut through the smoke.

"Last warning. Give us the kid or I'll blow this whole place to bits."

"You're in no position to threaten me," Hammerhand called.

Kat did not agree. And if the way Panthro's machine began to hum dangerously was any indicator, neither did he.


Tunnels and tunnels. Cheetara was so sick of tunnels she wanted to scream.

The creature blocked them at every turn, forcing them along certain paths. It never came close now, avoiding their weapons, and Cheetara couldn't see well enough to run and attack the beast. It pierced the ground with clawed legs and drove them from its presence each time.

Cheetara faltered when she wanted to attack. Something about the creatures was so strange, so wrong, that she didn't dare to attack it again.

It might have been a few hours later that she and Lion-O finally stopped again, out of water and exhausted. Lion-O rested his head against his knees, swords uselessly on the ground as he held the hilts, and Cheetara tried with a mind swollen with tiredness and salt to remember which directions they'd come from.

Up seemed impossible right now. More climbing and scrabbling at the wall, more broken claws…her fingers were raw as meat and she stuck her fingertips in her mouth. They tasted like salt and iron and Cheetara just barely managed to make out Lion-O's profile next to her. His eyes were closed and he looked like he was asleep.

This illusion was broken when he spoke. "The king was wrong to send me."

Cheetara took her fingers out and blew on them. The cool breeze felt nice for a moment. "Sorry?"

"He was counting on me to make this mission successful. He thought I could do this. He was wrong; I lost the sword, I put you and the others in danger…"

"We came with you because we wanted to. We knew how dangerous it might get." She rested her elbows on her knees. "I get that you're upset, but right now is not the time to get fatalistic."

"Right. Sorry." He sat up. "It's gone."

"What is?"

"The spider creature. I can't hear it at all. Not even the echoes. But there's something else." He pressed his head to the stones, ear cocked slightly. "I hear…a rushing noise."

Cheetara mimicked him and frowned. "It sounds like water in pipes. Kind of like on the…lake base…"

They shared a stark look of horror and were up in an instant. "We need to climb! We need to get out, now," Cheetara said.

For a few minutes there was nothing except running and hunting for tunnels, climbing frantically upward. If it led up they took it. At one point they reached a horizontal stretch and simply ran along it headlong, reaching for the upper part of the tunnel to find another area.

Cheetara noticed when their feet grew wet and whispered, "Creator save us."

Lion-O's face was something awful to see in that blackness. Her eyes were just keen enough to make it out. A sliver of his jaw, the whites of his eyes animal, Cheetara gripped his arm. "We'll get out. We'll get out."

The water was rising and this dulled her senses. The cold rush of salt stung the cuts on her feet from walking on rough stone and Cheetara would have preferred anything to being in there, right then. If the water got too high before they found a tunnel they would be drowned, swimmer or not, and they'd be another set of bodies in this accursed place. They should have stayed on the cliff's outside, at least then they could drown in the light or fall trying to climb an impossible height. Anything quicker than this waiting and running game. The foolishness of entering the cliff made her want to cry.

But what other option had been there? Wait around for Crusher to come and kill them on their tiny perch? Had there been any choice? Would any boats have come and helped them?

It didn't matter. They were here now. And the water was rising to their knees, running in a stream.

Cheetara wasn't sure how it happened. One second they were running and then her feet were slipping and sliding down a horribly jagged incline, water flowing down it like a waterfall. They fell, neither screaming as they held their breath and actually hoped there would be water to break their fall.

There was. Cheetara dragged Lion-O to the surface and spat. "Lion-O, help me look for another path!" His breathing was quick and soft but he obeyed, feeling around and clinging to the rocks. Cheetara's legs swirled as she pushed from one side to the other, trying to see if they could climb up anywhere.

Nothing. Cheetara wondered if they could wait for the water to rise so they could climb up again but her stomach turned inside out as she realized that the tunnel would be full of water by the time it reached that far up. Air was the precious commodity now. "I'm going to dive and see what I can find," she said, voice echoing in the rattling water. Lion-O said nothing and she tried not to think of how "dive" sounded like "die" in the gurgle.

Down she went, and the water was black as oil around her. Her legs pushed her to the bottom and, to her relief – if relief felt like stomach acid settling somewhere in one's esophagus instead of rising past the throat – there was a tunnel.

Lion-O wouldn't be able to get to it. Cheetara swam back to the surface and found him still clinging to the wall. "There's a tunnel down below. We have to take it, maybe we'll find a route up."

Lion-O stirred. "I can't swim."

"I'll tow you along. Just kick your legs and-"

"I'll slow you down." He looked at her and she felt his arms trembling with exertion. "Cheetara, you need to make it out of here. The Sword of Omens has to be returned to the king after the mission is finished. Panthro will take it from here. I…I've failed."

Cheetara wanted to punch him. "Shut up. If you're going to hang on and drown here, I'm not going to make it easy on you." She grabbed his arm and pushed off the wall with her powerful legs, nearly dislodging him.

"Cheetara, I can't! I sink! You have to get out. Maybe you can come back if you find a route quickly, but you'll drown for sure if you're trying to pull me along!" Lion-O sounded angry now and she found she approved.

"I'm not leaving you here! I wouldn't be able to live with myself if I abandoned you! There has to be a way!" Cheetara felt the water creeping up inexorably and bared her teeth.

Lion-O looked to the wall. "We're running out of time." He lifted his arm to climb a little higher, unable to tread water, and Cheetara felt something cool against her side. The gauntlet? Maybe they could use the ropes in it to climb up, but then they'd have to backtrack-

Cheetara's jaw dropped and she swallowed some seawater by accident. Ignoring this she grabbed the gauntlet. "Hey," he started, surprised.

"Tie one end around my waist. I'll swim ahead and look for a way up and when I find it-" she would not say "if," "-I'll pull three times. You'll need to pull yourself along the rope, but you won't have to swim."

Lion-O stared at her. "Do you think that'll work?"

"Just hold your breath as best you can. I'll pull from the other side if I find a place with more air or a way out." There was an awkward silence as she thought about what would happen if she didn't tug. "Lion-O, this isn't your fault, okay? I just wanted you to know that if we…yeah, okay, I'm going."

She tied the edge of the rope around her waist and Lion-O unlocked the cord. "Hey Cheetara?" She was ready to dive again but paused. "Thank you. For coming to help me. You're…well, you're a good friend."

She felt him shiver in the water and resolved to save him come hell or high water. The last was present, so she gritted her teeth, inhaled, and plunged down into the tunnel, feeling the rope feed out behind her.

Dark. Her eyes could see nothing as they burned and her strong legs kicked and propelled her blindly through tunnels, dull roar in her ears. Her heart beat hard in her body, reverberating through her fingers and toes as she swam and searched. It felt like forever – it was probably about thirty seconds – before she found a little caveat where she could breach the surface of the water and pant for air. It was desperately hard to hold her breath the second time because she only had a moment to grab it.

The bubbles of air kept her going, but with every kick her spirit fell. Nothing, nothing, there was no way up. She ducked down one tunnel to find a dead end and she had to backtrack to another route, brain fizzing with something that tasted like hysteria and the lack of oxygen.

The further she had to go, the further Lion-O would have to make it.

Cheetara gasped and kicked when she found a respite, the rope still around her waist. What if Lion-O's air was already overcome? What if he was already dead and she'd pull at the rope only to find a dead body attached? She screamed and the sound echoed around the six inches of air she had, and she dove again, swimming as fast as she could. The sound had electrified her, a sound of defiance. She wouldn't die this easily, and she had the strength to yell. It eased the pressure on her lungs and made holding her breath easier.

Another gap, this time two feet. The water just kept rising and she imagined Lion-O, petrified in the freezing water, struggling to get air.

Salt water was in her eyes, and she didn't think it was all from the sea. A cough or a sob, it was hard to tell. She needed to keep it together, don't think about Lion-O being trapped in the dark, terrified, unable to swim, rocks cracking under his hands as he tried to climb-

"Creator please…please, this was my idea, don't let him drown…help us get out of this Ghen-hole."

She smashed one damp fist against the wall and took a huge breath and dove once more, through another tunnel. Her eyes felt like they were dissolving in the salt and she scraped her knees as she kicked, but some part of her knew it was hopeless. They would both die here.

When had she last told Mama and Daddy she loved them? She'd meant to send a message once they reached the coast but she'd not been able to get to a message board to reach them. Panthro and Tygra and the kittens and Snarf would never know what had happened to them, assuming they had survived fighting the pirates. They might all be dead even now. Tygra would feel so horrible, and those poor kittens…even Panthro would be devastated, if merely for the fact that he'd lost his charge.

Her chest felt so tight and she shut her eyes and opened them again, trying to make herself swim fast.

Then she stopped, scraping her toes horribly as she jetted back.

There was a golden cat in the tunnel with her. It shone even though there was no light and it looked…oh, it was four-legged like a Mutant but that fierce grace was so unlike the drugged animals that she couldn't even imagine it knew what Mutation was. Each hair seemed to be a molten gold strip of liquid metal. It had bright eyes, the color of winter ice – the piercing white-gray that chilled – and it did not seem to swim but stand, as if water and land were all the same to it. In the endless dark of water it stood as if on its own land, its own patch of glass.

Then it turned away and vanished. Cheetara blinked and her eyes burned again, but not so badly that she didn't see a tunnel where the cat had been. Heart thick in her throat she swam forward, through the opening, gauging its size. It slanted up and she had to exhale, following the bubble vertically, lungs burning as it took longer and longer-

Air. She took a breath and her eyes ached in the presence of moonlight. High above her was a round opening and there was just enough starlight and moonlight to strike the cliffs and light her way. Cheetara shook her head, not believing it. It was so bright that it felt like daylight. "Thank you, thank you!" she yelled.

No time to lose. One wall had a slump of stone that jutted out a few inches, and she latched onto it with one arm. With the other she yanked as hard as she could on the rope around her waist, three times.

Please yank back, she thought, stomach churning. Two seconds later a reply tug came and she knew he was alive. With her free hand she pulled and when there was too much slack she stuck the rope in her teeth and reached for more. Who cared if she lost a tooth if it meant Lion-O got into this tunnel? But be careful, not too fast, or he'd be hurt on the rocks. But if he couldn't breathe then-

Lion-O came into view after thirty seconds and Cheetara yanked on the rope, pulling him up the last bit of the tunnel and to the stony lump. He was gasping for breath and waterlogged, clutching the rough patch and shuddering. "You…you did it. Thank you," he managed. He stared at her like she was a goddess.

Cheetara was nearly delirious with the success. "We'll make it. We just have to hang on to the wall as the water rises." He nodded, eyes shutting as he leaned his cheek against the rough rock. It was the most rest they could have.

They waited for ten minutes and the water did not seem to rise. Cheetara looked up and banged her fist on the rock. "No! The tide doesn't go all the way to the top of the cliffs!" Lion-O had drawn the cords back into the gauntlet and, with difficulty, raised his arm and tried firing its claws again. It seemed to catch but when he tested it the rocks came raining down on them and they had to hold tight to the wall to avoid them crumbling over their heads. "What now?"

Lion kept scanning the top of the tunnel. "Maybe I can find another spot. Hang on…give me a minute." He started to sidle around the edge, fingers white against the rock. His searching eyes froze and he gripped her forearm. "Cheetara."

She followed his gaze and bared her teeth. The thing – the spider – was on an alcove above them, lurking silently and shifting its front legs nervously. It had likely known the water was coming and clambered up to the higher places.

In the faint light, Cheetara's eyes made out the creature's shape better than before. The swollen abdomen was brown and streaked in the misty light and the injured legs twitched, bristling and far worse than Tug-Mug's. For the first time Cheetara could truly see its head and she nearly stopped treading water and had to spit out about a pint that she swallowed by accident.

There wasn't a spider's head. Instead, attached to the fat back was a cat's torso. A woman's torso.

And the face that looked at them was a grotesque mixture between spider and feline, and Cheetara felt Lion-O's hair bristle. The bulbous forehead had two main black eyes and six others scattered in the cheeks, and on either side of her mouth tore out two mandibles that made the unbearable clicking, ticking noise. Her arms had no hands, ending in sharp spider legs, and her hair was coarse and like a tarantula's, tumbling down her back like the filthiest weeds. She may have once have had breasts but they were little more than sacks of skin now, and hard places of shells lay in strips of exoskeleton over the body.

"Creator have mercy," Cheetara whispered faintly.

At last they saw it face to face. She made the clicking noise and made a strange crying sound, still nursing the legs. Rather than rage there was fear on the face. Cheetara looked at Lion-O. "I…I didn't know she…"

He shook his head. "…I don't know if she was trying to kill us or not. I don't care. Do you think she'd understand if I apologized?"

This rather childish question was not answered because the spider cat being gathered herself and with a rattling jump she scuttled up the side of the tunnel, out into the moonlight, screeching. It hurt her, Cheetara knew it. The fat eyes had to shut against the light. The profile of those eight legs made Cheetara's insides flood with ice. One was a little shorter where Lion-O had cut it.

"Why did she do that?" she whispered. Before Lion-O could speak something thick and heavy fell from above and hit him in the shoulder. He touched it and didn't seem to believe his eyes. Neither did Cheetara. "Web? A web rope?"

He dared to pull on it. It held firm and they exchanged a look. "But…she was going to eat us."

"Was she? I can't remember her actually trying to attack." His tone was terse and pained, but Cheetara wasn't convinced.

"She rushed us and chased us."

"And when we barreled past her we found those pits. You nearly fell in and died. What if she was trying to make us turn back?"

"Everyone says she eats people."

"Everyone says people don't come back from the cliffs. Who says it's her fault?"

Cheetara looked up and gave it a tug. "Well, I guess we don't have any choice," she said at last. "Maybe…maybe there really is more to this." Lion-O made her go first, insisting that he was heavier and would be more likely to break it. When she reached the top Cheetara saw the spider holding the other end as she curled in on herself, spinnerets also clutching the webbing. Warily she started pulling Lion-O's end up to speed his ascent, noticing that the spider pulled as well.

It was helping? Why?

When he reached the opening he shuddered and lay still on the ground, shivering. Cheetara touched his hands and felt the pruny crags in them from the water. "Lion-O, are you okay?"

He pushed himself up and looked at the spider. "I'm sorry for hurting you," he said, so baldly that Cheetara thought it more like an apology for cutting someone off in the road. The creature clicked her mandibles and made a soft chittering noise. "Are you really a sorceress?"

She shifted her front legs and cocked that misshapen head. The noises she made might have meant something, but Cheetara couldn't understand it. Lion-O gave her a helpless look. The spider lowered her head, defeated, and Cheetara felt such a strong, heavy pity in her chest that she dared to extend her fingers and brush them across the coarse hair of the arm.

A jumble of images burst in her eyes and Cheetara jerked her hand back. The creature started and stared at her, chirping in a questioning way. "…I saw something." Cheetara warily watched her, scooting back. "You were a sorceress. But…something happened?"

Lion-O looked between the two. "You can see things? Like what?"

The spider eagerly put out her arm and Cheetara appraised the stump's point. "How are you showing me this? It's not witchcraft, is it?"

She hissed and shook her head. Cheetara reluctantly put out her hand and took the point. Some sense of kinship touched her; she had a sensitivity to the spiritual, said this thing. She could hear what others could not.

We were once not so different, it also said. Faith brushed her side like gossamer and Cheetara let the images leak in.

A group of sisters, ten of them. No father, as he'd left their mother shortly before her second litter had been delivered. She was the youngest of the brown, pretty girls, and they grew up in a messy, cramped home.

They all grew into young women and Cheetara caught snatches of pillow fights and laughing and shrieking. The memory of a hard brush raking through dark brown hair made her eyes water; it was so much like her mother's touch. A quiet village and a caring family.

It all broke. Bandits, running through town and cutting everyone open. Friend and neighbor alike were killed, family heirlooms and maidens carried off. Her sisters…their safety was gone. Mother screamed in rage when the second-youngest by three minutes was found dead under rubble, clothes torn off.

Something had to be done. The old, tribal ways and the calling of spirits lured them and Mother said that they would just stop the bandits from tearing anyone else apart.

So they became witches.

And they killed the bandits. All of them. But there was always more to deal with, always more enemies. The spirits they called gave them strength, and bonded together they worked spells and hexes of horrifying power. They mastered poison and the weaving of spells like webs. They could summon plagues of spiders to destroy whole cities if they wanted. Cheetara shrank away in horror at their acts. The creature agreed, showing the girls in the throes of nightmares and terror, haunted and clawed by demons.

At last their fear outweighed their desires. They struggled to break the contracts with the other side. But the oath was with powerful beings, and it was not so easy to escape. The link could not be broken.

When they panicked and attempted to flee, they lost their powers and-

Cheetara saw the pretty young women swell into beasts, spider legs bursting from them and their delicate hands and waists mutating into those of creatures. And Mother was worst of all, four times as big as any of them and black as coal with red marks. The demons laughed and they were scattered in their horror and with the pointed teeth chafing at their clumsy new legs. "Cursed, cursed, by your own greed," the demons called. "Scuttle into the darkest places, for you will spread our fear wherever you go."

Araknay. That was her name. The name of this creature.

She took shelter in the cliffs because it was forbidding and dark, and she could hide herself. She had tried to communicate but people always fled. The first time she'd seen a cat in the cliffs she tried to speak to him.

He pelted through one of her tunnels and fell down into a deep, dark hole. His neck had broken and her anguish had been terrible. In remorse and grief she painstakingly wove a web around him so his body could reach the shore when it was washed out of the tunnels. It was the same for all the bodies. It took a long time to find them sometimes, but she always wove something to keep them together so they could wash up somewhere and being given burials. Most of them were bloated from the sea, but some of them stayed dry enough to rot to the bones.

Everyone always ran from her. She tried to guide them from the tunnels, chase them to safer areas. But the tides drowned them or they fell and died. They could not listen, and she could not trap them without them howling and screaming themselves into a frenzy. Not a one ever survived the terror of the cliffs. Was she a curse? Their deaths were always inevitable, and she was doomed to watch the wrath of demons.

Except today. That was why she had finally climbed out. There had finally been a reason to.

Everything about her was twisted and dark, and just the sight of her struck fear into every heart. Araknay hid in silence, setting traps to catch fish as the tide washed them in, and she climbed to the upper caverns of the cliff when the tide came. She would return when morning came and eat what she'd caught in her webbing nets. Her mouth was not enough of a spider's to drink her food, so she devoured raw fish meat and left the bones. They littered the caverns until they were washed away. Everything here was always washed away.

Cheetara absorbed all this like a scent. Then she sent a jumbled image of her own – being attacked? Araknay replied with the dark image of Cheetara falling into the tunnel. She also sent a sensation of fear, confusion, and loneliness; how long had been in this dark place? Would these be hunters to slay the beast at last? Or far worse, drag her into the sunlight where it was hot and her bulbous eyes could not bear the agony?

Cheetara removed her hand and sat on the cold, lumpy cliff and kept her gaze even with Araknay. "You poor thing."

She clicked again and lowered her head. Lion-O sat beside Cheetara and whispered, "What did you see?"

Her explanation was terse and when she finished Cheetara looked at him. "We have to help her. She did something bad, true, but she's so sorry. She's been trapped here for so long. Can we…break the curse?"

Lion-O bit his lip. Araknay had perked up, still nursing her injured legs. "The Sword of Omens might help. But the pirates had it last, and even if we get it back…"

Cheetara remembered the Berbils and gripped his shoulder. "Anything would help. She's been in the dark so long."

Araknay's pain had transferred with her memories, and Cheetara felt it all in a few moments. It faded with the images, but the sadness was enough to make her forget the strangeness of receiving the memories. She'd figure it out later. Right now this girl that had been in a demon's thrall for so long needed help. It didn't matter that she'd thought Araknay a threat before.

She was penitent, and the Creator called for believers to show kindness. Cheetara stood up. "We'll need to find the others and get the sword back. Then maybe we can help you, Araknay."

Lion-O walked to the edge and looked out over the sea and the cliff. "…Cheetara?"

She followed him to the edge and stared. Araknay scuttled over, whimpering and covering her eyes against the flashes of light.

They knew it had to be the pirate's keep, for The Mad Mallet was docked against the keep's docks and it was bedecked everywhere with a hammer, on banners and flags and carved into wooden walls. The sound of cannons and flashes of energy and gunpowder were making the noises and lights, and something seemed to roar in reply. Lion-O's ears perked. "Those are the Thundertank's weapons. I know the sound."

Cheetara looked down. "Think we can get down from here and slip into the keep?"

Lion-O didn't have time to take out his gauntlet; Araknay took her web rope and slung it down the side, letting out more of the fibers. Cheetara looked at her in wonder. "Why did you stay at this awful place so long? Couldn't you find anyone who wanted to help you?"

She shook her head. Cheetara touched the distorted face and received a few attempts to leave the cliffs. Light and hunger drove her back, and people always saw. Always screamed. Always tried to kill and looked at her like a demon.

"It's the curse," she said aloud. "It makes you seem even more awful." Her eyes stung with tears and she wrapped the wasted torso in her arms. "It's okay now. It's okay." Araknay slumped in her arms, a whining cry making her eyes water more. Lion-O gazed at the two with a sort of wonder. Cheetara stroked the bristled hair and he watched this as if he'd never seen a motion like it before in his life.

Lion-O scanned the rope and said, "Cheetara, why don't you stay with her for now? If the worst happens we'll need someone fast to run to the coast and get help. And I think she'd like some company."

Cheetara examined him. "Won't you need me?"

"I want you to watch from a distance. If anything happens, get the kids out. We have to be smart, not storm the place." He looked at his swords silently. He didn't want to tell Cheetara how pale and faint she looked after her vision, and after swimming like a thing demented to save him.

"Can you fight without the Sword of Omens?" she asked, feeling a little bad for asking at all, but this was no time for pandering to one's feelings. If he could only fight with the sacred sword, now was the time to find out. Lion-O was not offended, glancing at her and nodding. "I mean, Hammerhand was really strong…"

"He had two weapons. Now I have two as well. And…I was trained with these. They were made for me. The Sword of Omens is meant for the king." He stood and swiped experimentally with the blades, and Cheetara saw a new grace in his movements. He had seemed good with the Sword of Omens but now his limbs seemed to settle into quick, whisking movements, well-practiced and natural. "One sword throws my balance. These help it." His expression seemed dark, familiar, relaxed. "I'll deal with Hammerhand. You and Araknay follow when it's safe. I have to get the sword back. It's my duty."

"Fine. Be careful though. Something must be wrong if Panthro and the others went to Cliff Keep." Cheetara held the rope for him, keeping it steady so he wouldn't crash against the cliff. "I'll give you an hour, then I'm coming in."

He nodded up at her and dipped away down the side of the rocks, the sound of cannons still roaring in the distance.

End of Episode 9