12

Panthro pounded his hammer against the metal hull of the Thunder Tank as he tried to fix it. It had broken down again, and they had to stop so he could try and make repairs, which was exceedingly difficult in the rain.

"The problem with a tank this old is it keeps breaking down." Panthro muttered to himself as he unscrewed one of the bolts on the engine. "Junk cylinder… blew the whole drive train." When he finished, he wiped away some sweat that had formed on his forehead, "Let's see how this works." He reached in and started up the engine. It hummed as it powered up, but something went wrong, and something popped. Smoke came out from the engine, and Panthro sighed. He was surprised when the tank door opened and even more smoke billowed out as everyone dashed out of the tank, coughing and trying to breathe in some fresh air.

"I guess we're sleeping outside tonight." Cheetara coughed out.

Leanne sat next to Lion-O, both of them were unable to sleep because it was still raining and they were both very cold, even though the fire in front of them was still going. Leanne glanced over at Panthro, who was still working away on the tank. WilyKit was playing a tune on her instrument that reminded Leanne of a flute. WilyKat and Snarf were next to her. The area was filled with gigantic mushrooms, and they were using them as something to try and shield them from the rain, but it wasn't working too well. Cheetara and Tygra had already gone to sleep, leaning against each other, their sleeping bodies seeking warmth from the other. Lion-O shifted, trying to get comfortable.

"Things are looking up." He muttered sarcastically, "No transportation, nothing to eat, and no shelter." He looked up at the sky, "If the rain stopped, it might be bearable." Leanne frowned at his misery. She scooted closer to him so she was leaning against him. Lion-O gave her a questioning look at the sudden closeness.

"We can keep each other warm." Leanne said, looking up at him. Lion-O nodded and put his arm around her shoulders, pulling her closer to him. Leanne snuggled into him with a smile, resting her head on his chest. Lion-O rested his head on top of hers and shut his eyes, both of them ready to sleep.

As they slept, they never noticed the strange creatures that were appearing around them, their shadows cast over their sleeping bodies as they moved around.

That morning, Lion-O was one of the last ones to wake up. The first thing he noticed was that Leanne was still asleep against him, with his arm still around her shoulders. He smiled as he looked down at her sleeping face, and was tempted to return to sleep just so he could still have her with him, but then he noticed something else. There was no rain falling on him. He gently nudged Leanne awake and she did so with a small groan, not wanting to leave Lion-O's side, but pulled away and stretched her arms out before she realized the same thing.

"Rain finally stop?" Lion-O asked the others.

"No," Tygra said, "But Panthro must've built a shelter while we were asleep." He pointed up above them and they saw a huge tent above them, blocking the rain from where they were.

"It wasn't me." Panthro said from where he was working on the tank, "Figured it was one of you." The group shared glances, then turned their attention to Cheetara, who jumped at their stares.

"Don't look at me." She said, putting up her hands, "I didn't do it." They looked to Leanne, who was surprised that they thought she had done it.

"I was asleep the whole time." She said, "I had nothing to do with that." They looked up when WilyKat and WilyKit came down from where they had been sleeping above.

"We're starving!" WilyKit said with a whine.

"Yeah, what's there to eat?" WilyKat said as he went over to one of the bags that carried all of their food. He reached inside, and frowned when he found nothing. He turned the bag upside down and dumped out whatever dust was left inside with a sad whine.

"We're gonna have to do something about our food situation." Lion-O said. Leanne looked around them, and her eyes widened when she saw something not too far away.

"It looks like someone already has." She said, she pointed to the baskets of fruit. WilyKat and WilyKit ran towards the baskets, chowing down on the food. Panthro went over to one of the baskets and picked up one of the fruits, taking a bite out of it.

"Mm… Candy fruit!" He said with a smile.

"What's candy fruit?" Leanne asked, coming over to the baskets. Panthro handed one to her.

"I used to eat these all the time when I was a kid." Panthro said, "They were my favorite." Leanne looked over the fruit, then bit into it. She hummed happily and smiled.

"I can see why." She said, wiping away the little bit of candy fruit juice that was leaking out of her mouth when she spoke, "This tastes great!"

"Uh, take it easy!" Tygra said to WilyKat and WilyKit when he saw how fiercely they were going at the candy fruit, "We don't need you anymore hyper than you already are." Leanne giggled at their enthusiasm for the fruit.

"Seems like we have someone helping us out." Cheetara said, looking around them.

"Question is, who?" Lion-O asked. He went over to Leanne's side and picked up a candy fruit for himself and took a big bite out of it.

"This tastes familiar…" Leanne said as she kept eating.

"Oh yeah?" Lion-O asked, Leanne nodded.

"It's like…" She couldn't find the right word, "Oh, what is it? It's not like taffy, but… I know I've tasted something like this before… a tootsie pop, maybe?"

"Is that food from your world?" Cheetara asked as she came up beside her. Leanne nodded.

"Yeah, it's just candy." She said, she snapped her fingers as she came to a realization, "I got it! Jawbreakers!"

"Excuse me?" Tygra asked with a quirked eyebrow.

"This tastes like a jawbreaker!" Leanne said, "Except I can bite down on it, and not worry about a trip to the dentist." She bit into the fruit again.

"I take it you like jawbreakers." Lion-O said, "What are those, anyway?"

"They're just a candy you have to suck on to make them last longer." Leanne said, "You can't bite them because they're really hard. They were one of my favorite things to get at the candy store when I was a little kid." She smiled and swallowed the piece she had been chewing on.

"How are we supposed to find out who got this stuff?" Tygra asked. Cheetara put her hand to her chin in thought for a moment.

"I have an idea." She said, turning to the others.

Everyone went and hid behind some of the strange, giant, mushrooms, waiting for the person who helped them to arrive. They were surprised when little balls of fur started rolling around their campsite and going to the tank. They unrolled to reveal they were little, metal bears. Once they reached the tank, they started opening up different compartments for some of its mechanical workings.

"What are they doing?" Lion-O asked as they opened up the engine compartment.

"I'll tell you what." Panthro growled angrily, "They're messing with my baby!" He jumped out of the hiding spot.

"Panthro, wait!" Leanne hissed, trying to get him to come back.

"What are you furry freaks doing to my tank?!" Panthro demanded as he ran towards the creatures. When they saw him coming, they turned into little balls and started rolling away, but Panthro managed to snag one before he could escape, "Gotcha!"

"Put me down." The creature said in a metallic voice as it squirmed, "Put me down."

"What is that?" Cheetara asked as she and the others came over to it.

"Ro-Bear-Bill a Ro-Bear-Berbil." The small bear said as Panthro put him down.

"Did he say gerbil?" Tygra asked, not understanding the way he spoke.

"Berbil." The bear repeated.

"Derbil?" Panthro asked.

"Berbil." The bear repeated.

"Herbal… derbilly… berbil-urble." Lion-O said unsurely.

"I think he said 'Berbil'." Leanne said, looking at the others.

"Yes. Berbil." The small bear said, pointing at Leanne.

"Nice to meet you Ro-Bear-Bill." WilyKit said in a very fast-talking voice, since she was still on a rush from the candy fruit, as was WilyKat, "I'm WilyKit, and this is WilyKat, and we're ThunderCats! Except for Leanne, she's a human." She started chowing down on the candy fruit again.

"Thunder… Cats?" Ro-Bear-Bill repeated, as if testing out a new word, "Berbils help ThunderCats." Only a moment later did some of the other Berbils reappear before them and looked up at them with their mechanic eyes.

"I've never seen anything so…" Lion-O tried to find the right word to describe them.

"Cute!" Leanne squealed as she looked at the Berbils with a smile. The Berbils walked over to the Thunder Tank and started doing what they had done before.

"They'll be cute and dead if they hurt my tank." Panthro said with a growl as he watched them work on it. A few seconds later, they tested the engine, which worked perfectly.

"Looks like they fixed it, Panthro." Tygra said to him.

Panthro scoffed, "Just a patch. I could have done that."

"Sounds like someone's a little jealous~." Leanne teased, Panthro glared at her and she shut her mouth. Ro-Bear-Bill hopped down from the tank in front of Lion-O and pulled on his arm.

"Come with Ro-Bear-Bill." He said, trying to take him somewhere, "Berbils fix machines." Lion-O pulled up his arm, and Ro-Bear-Bill still hung onto it, "Berbils help ThunderCats." Lion-O shrugged and put the bear down, letting him lead the way somewhere and everyone but Panthro followed him. Cheetara noticed his absence and turned around to see him scowling with his arms crossed.

"You coming?" She asked him.

"Fine." Panthro said, "But I don't trust anything that adorable."

They followed the Berbils as they led them through the heavily forested mushrooms. Leanne watched with a smile as Snarf chased after the Berbils ball forms, as if playing a game. Every now and then he would knock one over, but they would easily get back up, continuing onward. Panthro drove his Thunder Tank behind them, not once commenting on how much better it seemed to run since the Berbils fixed it. Lion-O and Tygra followed behind Leanne, who laughed as Snarf started running after one of the Berbils that circled around her feet. She lifted herself up, creating twin whirlwinds under the arches of her feet and flew up and away from where the two of them were. WilyKat and WilyKit ran up to where Leanne was hovering and grabbed onto her hands. She smiled as she flew up a little higher and lifted them off the ground. They squealed happily, kicking their legs as they flew with her. Lion-O watched the scene before him with a smile, and Tygra allowed himself a little grin.

They followed the Berbils to a village surrounded by trees that bore candy fruit. They were amazed to see the entire village of Berbils was filled with all different kinds of technology, some for picking the candy fruit off the trees, some for watering the trees that bore them, and various other pieces of technology all throughout the village.

"I've never seen anything like this place." Tygra said.

"It's like they have a contraption for everything." Lion-O said, looking around.

"This place gives me the creeps." Panthro said, glaring at everything in the village.

"Well, I guess it could be a little creepy," Leanne said as she looked around, "You know, if you look at it from a… Tim Burton kind of perspective."

"Who's Tim Burton?" Cheetara asked.

"Never mind." Leanne said, not wanting to go into detail about the famous movie animator and director.

As they came into the middle of the village, Berbils gathered all around them, cheering in their metallic voices at their arrival. As they approached a rather large building, two Berbils, one tiny, little blue one, and a pink one with a flower beside its ear, came down to greet Ro-Bear-Bill. He picked up the little blue one and spun him around in the air before putting him back down so he could see everyone.

"Meet Ro-Bear-Beebil." He said, introducing him as the pink one came up beside him, "Meet Ro-Bear-Bella. This is Ro-Bear-Bill family." Leanne leaned down, resting her hands on her knees and smiling at the little Berbil son.

"Hi there." She greeted, holding out her hand for him to shake. The little Berbil shied away from her, hiding behind his father. Leanne's smile fell when she thought she scared the little Berbil, but when Ro-Bear-Bill urged him forward, he went up and shook Leanne's hand. She smiled at him, "Nice to meet you."

"Nice to meet you." Ro-Bear-Beebill repeated, his voice metallic and high-pitched. Leanne cooed in adoration.

"You are just too cute!" She cooed. She looked up when she heard the hum of a machine and saw one of the candy fruit picking machines rolling up. WilyKat and WilyKit ran up to it as it came to Ro-Bear-Bill and he pulled some out.

"Candy fruit. Eat. Good." He handed one to each of them.

"Yum! Candy fruit!" WilyKit said happily as she and her brother started chowing down.

"Looks like you were worried about nothing, Panthro." Cheetara said. Panthro scowled and walked over to the machine, looking over it.

"You really think these fur balls are helping us don't expect something in return?" He asked.

"Have you considered that, maybe, they're just nice?" Leanne asked him. Everyone jumped as a loud alarm started going off, and red lights started flashing.

"What's going on?" Lion-O demanded. Leanne jumped as the Berbils around her started turning into little balls and rolling away into some kind of underground shelter that opened up for them. Only a moment later did two explosions occur just outside the village, making the ground shake beneath them. Lion-O looked back to Ro-Bear-Bill for an explanation.

"Conquedor comes." He said to Lion-O, "Conquedor takes Berbils. Sell Berbils as slaves." The ground shook again, but not from another explosion. This time, it was a huge tank. It came through the smoke made by the explosion and stopped in front of the village. The top of it opened to reveal a heavily armored man with a rotund belly and skinny arms. He searched the village until he found one of the smaller Berbils running from him. He moved the tank forward, a huge claw coming out and grabbing the Berbil.

"Help Ro-Bear-Bob." The bear cried loudly in his mechanical voice.

"We have to stop that!" Cheetara said, pulling out her staff and spinning it expertly.

"What did I tell you guys?" Panthro asked rhetorically, "Trying to use their cuteness to get us to fight their battle."

"Well, looks like it worked." Lion-O said, pulling out his sword. Leanne ran towards the tank as it opened up a compartment and had the claw dangle the Berbil over it. She dashed towards it and jumped over the compartment, grabbing the bear and holding it to her chest as she landed on the other side. She glared up at the Conquedor as he turned his attention to her and the others.

"So, the Berbils have enlisted the help of the fabled ThunderCats." He said, looking over them, he looked at Leanne curiously, "And whatever you are." Leanne's eyebrow twitched angrily.

"Human!" She snapped out, "I'm a human! Why is that so hard for you people to comprehend?!" The Conquedor pulled out a large gun, and they heard it hum as it powered up, ready to fire.

"Risking your lives for a bunch of junk heaps?" The Conquedor asked them, "And I thought these robots were brainless fools!" Lion-O pulled out his sword.

"ThunderCats! Ho!" The sword lengthened completely, battle ready. The Conquedor fired off his gun at Lion-O, who ran to avoid the strange blue projectiles coming from the large gun. Once he was out of the Conquedor's aiming range, he started firing off at Tygra, who ran just as Lion-O did. He jumped into the air and used his whip to turn himself invisible. Once he was out of the Conquedor's sight, he started firing at Cheetara, whose speed made certain that she wouldn't get hit. Once firing with his gun no longer worked, the Conquedor started using a pair of blasters that shot out a green substance at her. She ran fast, avoiding the blasts, and went out of his range soon enough. Leanne kneeled down and slammed her hand down on the earth, and it started to rise beneath her, lifting her up to his level. Once she was at his height, she used her powers to jump up high and she planned to slam down on the tank and take him out, but the Conquedor knew that if she was in the air, she couldn't avoid his shot, so he fired his gun at her, and Leanne became covered with a sticky blue substance that attached her to the earth she had lifted up. She tried to free herself, but it was incredibly strong and she couldn't break through. The Conquedor laughed, treating his situation like a game. He stopped when he felt something wrap around his throat, and Tygra became visible again, showing that he was the one who was choking him. The Conquedor reached up to a small button on his wrist and pressed it, sending an electrical jolt through him to Tygra. He cried out in pain and fell from the tank, paralyzed.

"Tygra!" Lion-O and Panthro ran to help him, but the Conquedor fired again and trapped Panthro in the blue substance. The tank began to move again, and its claw reached out and grabbed Ro-Bear-Bill's family.

"Bella. Beebil." The Berbil went after them in his ball form and grabbed onto Bella's metallic hand just as the claw lifted them up over the tank. It shook him off, the Conquedor needing no more Berbils at the moment, and threw him to the ground. Ro-Bear-Bill's body shook with sparks flying out of him as he became damaged from the landing. The tank drove off, taking Bella and Beebil with it.

Once he was gone, Tygra sat up, holding his head with a groan as he started to recover from the sudden electrocution. Panthro pulled the sticky blue substance off him and stood up. Leanne struggled to get out of her trappings, seeing as only Panthro's legs had been trapped, he had been able to escape easily enough, but Leanne's arms were the ones that kept her stuck to the pillar. With a frustrated growl, she took a deep breath in and blew out fire onto the blue substance. It burned quickly, with a fowl plastic smell, and Leanne fell down from the pillar. She put her hand on the earth she had lifted up and had it go back into the ground where it belonged.

"Lion-O!" Cheetara's voice reached all of them and they looked to see her holding a familiar Berbil in her arms, "It's Ro-Bear-Bill. He doesn't look good." Everyone went over to the damaged Berbil, who didn't look good at all. His metal body had various dents in it from the fall, and some of his circuitry hung out from his neck. The Berbils around them instantly took him from Cheetara's arms and took him to the large building in the middle of the village. They followed them inside as they put him down on a table and grabbed some tools, working to repair him. Leanne couldn't help but feel this was the Berbil equivalent of an emergency operation, and she was one of the spectators watching from above the operating room.

WilyKit looked at the others worriedly, "Can they fix him?" No one replied as they watched the Berbils fiddling around with Ro-Bear-Bill's circuitry, trying to fix it and bring him back. After a moment of drilling and welding, they looked up, talking to each other in little, computer-like buzzes, which must have been something of a language for them. Leanne knew that when doctors started to confer with one another about what was going on, it wasn't a good sign.

Panthro sighed, stepping forward, "I can't take watching these amateurs." He walked over to the table in front of one of the Berbils and swiping his instrument out of his hand, "Give me that! You're doing it all wrong." He leaned down and started working on Ro-Bear-Bill, sparks flying from his work.

"Good idea." One of the Berbils near him said, "Now reset function levels." Panthro glanced at him, and then back at Ro-Bear-Bill.

"Oh, yeah." He said, looking at the circuitry, "I see what you're saying." He went back to work, the instrument in his hands pressing down on different parts of the technological body before him. After a moment, he stood up with a sigh, wiping his forehead of sweat caused by the heat of the sparks he had made. Everyone gathered a little closer to see what had happened, and Ro-Bear-Bill hopped up, looking as good as new.

"All servos functional." He said, he turned to Panthro, "Ro-Bear-Bill lives." He did a quick check of all his limbs rotations, making him look like he was doing a breakdance, then looked back at Panthro.

"He's lookin' good, now." Panthro said with a grin, proud of his work.

"Lookin'… good." Ro-Bear-Berbil said, as if testing out a new phrase, which he probably was. He came down from the table and the Berbils cheered. Ro-Bear-Bill went over to Panthro and hugged his leg. Panthro grimaced, "Cat save Bill. Thank you Cat. Cat builder, too."

"Ro-Cat-Panthro. Ro-Cat-Panthro." The other Berbils cheered, coming over and hugging his legs like Bill had. Panthro grimaced as they all clung to him and he groaned in frustration, grasping at his head to try and keep himself from kicking them all off and smashing them in a wall by mistake. Lion-O and Tygra shared a glance, smiling in mirth at Panthro's situation. Leanne couldn't help the giggle that escaped her throat as she watched Panthro try to get all the Berbils off him without damaging them.

"Okay, that's enough…" He got them off his legs, and a Berbil came up, showing him a limp arm that had been damaged in the Conquedor's attacks. Panthro sighed and had him get up on the table and started working on him. Lion-O, Tygra, Cheetara, and Leanne went outside. Lion-O looked sadly at the damage caused by the Conquedor to the Berbil's village. Leanne came up beside him, grasping his hand in hers and squeezing it comfortingly. Lion-O looked over at her.

"Look at all of this…" He said, gesturing to the village, "Some heroes we are."

"It can be fixed, Lion-O." Leanne said softly, "Whatever can be destroyed can be rebuilt, that's one of the wonders of the world."

"But what about all the Berbils that were taken?" Lion-O asked, looking back at her, "How do we fix that?"

"We go and get them back." Leanne said with an encouraging smile, "I know you can do it. I've never seen a lion with more strength."

"But where do we start?" Lion-O asked, Leanne looked away, pulling her hand from his so she could put it to her chin. Instantly, Lion-O missed the warmth her hand gave to him.

"That's a good question." She said, trying to think. She broke out of her thoughts when Bill rolled up beside Lion-O and Leanne, looking out at the village.

"My Bella. My Beebil, too. Ro-Bear-Bill's family…" He sounded almost sad in his mechanical voice at the loss of his family. Lion-O knelt down beside him.

"Do you know where the Conquedor has taken your family?" He asked him.

"Conquedor sell Berbils." Bill said, "Ro-Bear-Bill knows."

"Then you can take us there." Lion-O said, he stood up, "Cheetara, Tygra, come with me! Panthro, you keep an eye on the village." Panthro heard his words and instantly stopped what he was doing.

"Whoa, whoa, whoa!" He ran outside, "There's no way you're leaving me with these things!" He watched as they ran off and he growled in frustration, "Great…"

Ro-Bear-Bill led them to a cliff where they could see the Conquedor and some customers as he tried to restrain some kind of giant, blue animal that looked like a mixture of a mountain lion and a fox, only twice as big. They all wore special cloaks to protect them from the harsh sunlight that shone down on them.

"There Conquedor sells to bad ones." Ro-Bear-Bill said, pointing to the tank, "Trollicks. Giantors. All bad." His eyes doubled as telescopes and he could see the Berbils that were hiding behind a curtain, electric restraints around them, "Bella. Beebil."

"We can't take 'em all on." Tygra said, looking at the large group.

"I think I got an idea." Lion-O said, he turned to the others, "We'll sneak into the buying crowd, and make our move there, but only on my signal." He looked at Leanne, "You watch out for us from the air, got it?"

"Lion-O, I can fly, but not for forever." Leanne said pointedly, "I can't keep flying above him while you guys sneak in."

"Then wait for us to attack and come down to help us." Lion-O said.

"And coming with you isn't an option?" Leanne asked, giving him a pointed look.

"This is hardly the time for you two to have another lover's quarrel." Tygra said as he looked at them. They both blushed brightly and turned to him, speaking at the same time.

"We're not lovers!"
"We aren't fighting!"
"We're not even close to lovers!"
"It's not a quarrel, either! It's just a disagreement!"

"Well, that's what it looks like." Tygra said, retorting to everything they both said.

"Just let her come with us, Lion-O." Cheetara said, "That way we can get them all at once."

Lion-O looked reluctant, but said, "Fine. Come on." They started going down the cliff, avoiding the attention of all those at the auction just as the Berbils came up for sale. They heard the Conquedor give his sales pitch about them as he moved in.

"Next up! The Ro-Bear Berbils! Best builders money can buy!" He said to the crowd, "Efficient, tireless, and most importantly, defenseless! Ha, ha! Bidding starts at one thousand for the lot! Do I hear fifteen hundred?" One of the Giantors raised his hand, "How about two thousand?" One of the Trollicks raised his hand, "Three thousand?" Another trollick raised his hand, "Now, we're talking thirty-five hundred!" The hands kept going up, "Five thousand? Do I hear—?"

"Ten thousand!" Lion-O shouted, everyone stopped bidding and looked at Lion-O and the others around him in surprise.

"That's a lot of shillings, pal!" The Conquedor said, he pulled out a rifle, "How do you plan to pay for all that?"

Lion-O pulled off his cloak, "In steel!" He pulled his sword out from his gauntlet and everyone else took off their cloaks. The Conquedor pulled out his gun, ready to fire, but Lion-O jumped up, slicing the chains that held back the big blue beast and let it go. It knocked the Conquedor down before running out into the crowd, scaring away all who were there. The Conquedor got up, pulling his rifle up and aiming it for Lion-O, but it was suddenly pulled out of his hands by a whip that was wielded by Tygra. Leanne helped Bill get up to his wife and son where they were being held. Once their bonds were released, they immediately went to him, hugging him.

"Bella. Beebil." Bill sounded almost happy in his mechanical voice, and Leanne was pretty sure he was, but it was hard to tell. Quickly, all of the Berbils were freed from their bonds and they ran away with the ThunderCats. As they ran, they could hear the Conquedor shouting behind them.

"That's it! You messed with the wrong guy!" He shouted, "I'm gonna gut every last one of you! You hear me? We're coming back! All of us!" Leanne cursed under her breath as she ran.

Once they were far enough away, they stopped running and started walking to the Berbils' village. Leanne walked next to Lion-O as Cheetara and Tygra walked up ahead. Leanne sighed, running her hand through her dark hair.

"Something wrong?" Lion-O asked.

"Did you not hear what the Conquedor said?" Leanne asked him, "He's going to destroy that village."

"What happened to that optimistic spirit from before?" Lion-O asked with a smirk.

"The optimistic spirit wasn't greatly outnumbered before." Leanne countered dryly, Lion-O let out a chuckle and Leanne sent him a sharp look, "This isn't a laughing matter, Lion-O! Be serious! If we don't figure out how we can beat them, they're going to turn their village into rubble!"

"We'll figure something out." Lion-O assured, putting his hand on her shoulder. Leanne looked at him and let out a small laugh.

"Figures, I lose my optimism, and you find it." She said. Lion-O smiled at her, and she smiled back. Lion-O took his hand from her shoulder and they walked in silence for a little longer, but not for too long.

"Leanne, can I ask you something?" Lion-O asked, turning to her.

"Sure." Leanne replied. Lion-O opened his mouth, then shut it. Leanne quirked a brow at his hesitance to ask his question, so she egged him on, "What is it, Lion-O?"

"Do you…" Lion-O sighed, "Do you miss your home?" Leanne looked at him in surprise.

"Of course I miss my home, Lion-O." She said, "There are some things that Third Earth just doesn't have that I really miss. I miss my family and friends, too, of course."

"So… Do you not like Third Earth?" Lion-O asked, still seeming a little hesitant.

"Of course I like Third Earth." Leanne said quickly, "This place is filled with all kinds of things I never would have found back home, and if I had never come here, I probably never would have found out that my family was actually full of witches and warlocks." Her cheeks turned a light pink, "And… I probably would have never met you…"

"So, you like it here?" Lion-O said, more as a question than a statement.

"Yeah, I like it." Leanne said, she put her hands in front of her, looking down at them embarrassedly as she entwined her fingers together. "And you guys. I like you guys a lot."

"Well, I'm glad to hear that." Lion-O said with a smile, Leanne smiled back at him. Her attention was turned to what was in front of her as they came to the Berbil village. She saw WilyKat, WilyKit, Snarf, and Panthro coming to them as the other Berbils dashed towards the ones that had been rescued, all of them embracing each other happily and reuniting with their loved ones.

"We can't celebrate yet." Lion-O said, "The Conquedor is coming back."

"And this time, he's bringing friends." Leanne said, "Big ones."

"We have some friends of our own." Panthro said, gesturing to the Berbils.

"Except they don't know how to fight." Tygra said pointedly.

"But they do know how to build." Panthro said, he looked down at the Berbils in front of him, "You guys ready to save your village?" The Cats glanced at each other, curious as to Panthro's sudden change of opinion about the Berbils. Leanne watched as Ro-Bear-Bill went up to him and saluted him, saying he was ready to help. Panthro grinned as he saluted him back.

"Hey, Lee, hand me that wrench." Panthro said, pointing to a wrench on a nearby workbench. Leanne reached over and picked it up, almost dropping it from its weight. She had trouble giving it to Panthro, but he held the wrench with ease as he tightened a screw on one of the traps he was setting up with Ro-Bear-Bill.

"So, why the sudden change of heart?" Leanne asked him, sitting beside where he was working.

"About what?" Panthro asked, keeping his attention focused on the work in front of him.

"About the Berbils." Leanne specified, "When we left, you thought they were annoying and amateurs."

"That was before they fixed my tank." Panthro said, "They replaced the engine."

"They did?" Leanne asked in surprise, "But I thought you said that engine is way overly complicated. Where did they get the parts?"

"Berbils make parts." Said a blue Berbil as he came up beside Leanne to work on the machine.

"My hunk of junk is no longer a hunk of junk." Panthro said with a grin as he pulled away from the machine and grabbed a welding instrument. Leanne smiled as she stood up, giving him some room to work.

"No wonder you like them so much." Leanne said, knowing how much the Thunder Tank meant to Panthro. When Panthro finished his job, he looked over at Ro-Bear-Bill.

"What do you think?" Panthro asked, giving him a thumbs-up, "Looking good, huh?"

"Lookin' good." Bill replied, giving him a thumbs-up in return. Leanne walked outside of the building where they were working to where Tygra and Lion-O were helping to set up some ground traps.

Night had fallen and Leanne and the other cats were on the lookout for the Conquedor. It wasn't too long before they spotted him in the distance, all of his friends coming with him.

"Here they come." Lion-O said when he saw them.

"Let's hope these bears know what they're doing." Tygra said, glancing at the village behind them. As the Giantors and the Trollicks came into view, Lion-O reached for his gauntlet, pulling out his sword, swinging it once.

"Thunder," He swung it again and the sword lengthened, "Thunder!" He swung it again and the sword lengthened completely, "Thunder!" He held the sword up, pointing the blade to the sky, "ThunderCats! Ho!" The sword lit up, a red beam coming out of it and making the ThunderCats symbol on the sky, giving everyone the cue to attack. Leanne could see the Thunder Tank coming towards them, its blaster powering up. The Berbils fired off their electric cannons at the Conquedor's tank, sending jolts through it, causing it to malfunction temporarily. One of the Giantors was almost knocked down when a candy fruit was blasted at him through a cannon. Multiple cannons fired off at him, and he used a huge club to knock them back. WilyKat and WilyKit were helping the Berbils man the cannons, still holding some candy fruit in their hands.

"Candy fruit, do your thing!" WilyKat said before taking a big bite out of the fruit, his fur stood on end as the rush of the sugar inside it went through his system, the same thing happening to WilyKit as she took an even bigger bite out of her candy fruit. Once they were all hyped up, they started teasing and taunting the Giantor, using their new hyper energy to make themselves a little faster and avoid whenever his club was about to come down on them. They led him to where a trip wire was set up and he fell face-first into a pile of splintery wood that they had set up just for a Giantor. He cried out as he rolled around in pain from the wood. Another Giantor not too far away was removing one of the electric claws from the cannons from his behind with a Trollick beside him, helping him. The Trollick screamed out suddenly when he felt a sudden pain in his backside and looked to see Snarf had bit him. When he released his teeth, the Trollick started chasing after him. Snarf ran towards a small, almost destroyed building and made it look like he had jumped into the larger hole, when he had jumped over it and into the smaller one. The Trollick, in the darkness, jumped into the bigger hole after him, thinking he was in there. When he came up, he was surprised to see Snarf in a separate hole, and was about to reach out and grab him, when he was blasted with green goop that caused his grip on the walls of the hole to fail, and he fell inside. The Berbils that had aimed the cannon at him cheered happily.

Tygra whistled appreciatively at the work the Berbils were doing. Lion-O glanced back at the others, telling them they could join in as well. Cheetara went first, dashing around a Giantor and pulling a rope around his face. She tugged at it, making him walk back into a giant spring that sent him flying into the air. A little ways away, she saw little Beebil cheering happily at the success of their invention. He stopped cheering and started crying for help when he was picked up by one of the Trollicks and held there. He and another Trollick were about to run off with him, when the earth beneath them suddenly began to rumble. They screamed when two pillars of earth shot up directly beneath their feet. In their shock they dropped Beebil, and Leanne used her powers to have him safely float towards her and into her arms. When one Trollick came up behind her, she took in a deep breath and turned around, breathing out fire onto the grass around him. He screamed from the heat of the fire and in fear that it would burn him. Leanne smirked victoriously as Beebil wrapped his little mechanical arms around her neck, hanging onto her for protection.

A little further away from the village, the Conquedor was fleeing in his huge tank. Panthro came down, riding next to him and trying to knock his tank over with the Thunder Tank, which was very difficult since the Conquedor's tank was twice the Thunder Tank's size. He drove out in front of it, trying to get it to stop, but it didn't. The tank drove straight into a cliff, and when they hit it, Panthro thought that was the end of it, but it wasn't. The Conquedor drove the Thunder Tank up the cliff and onto the top of it, making it spin out of control. The Tank came to a stop just before it went over the edge of another cliff, facing the Conquedor's tank. The Conquedor started firing off bullets at them, and Panthro covered Ro-Bear-Bill protectively, ducking down so they wouldn't get shot.

Panthro reached for the tank's controls and smirked, "Time to see how tough this new engine really is." He had the Thunder Tank shoot forward towards the Conquedor's, and he started going to Panthro's as well. The Conquedor laughed, thinking that he would run over the Thunder Tank with his own, but Panthro had a trick up his sleeve. He pressed a button and two, metal claws shot out from the tank's exterior, and hit the Conquedor's tank, making it rear up and fall on its side. Panthro parked the tank a little ways from it and stepped out, looking at the damage he had caused. He looked around, wondering if he would find the Conquedor's body somewhere. He was a little disappointed when he saw the Conquedor roll out of the tank, clutching a rifle in his hands. Lion-O hopped up on the fallen tank, pointing his sword at the Conquedor.

"I should have warned you," He said, "Panthro doesn't like people messing with his tank."

"What do I care?" The Conquedor snapped, turning his gaze to Lion-O, "I'll just force these worthless robots to build me another, and demolish any that don't listen!" He pulled up his rifle and fired at Lion-O. He stepped to the side to avoid the shot and growled at him.

"You still don't understand!" He hopped down to the Conquedor and raised up his sword, "These bears…!" He struck his sword against his rifle as he held it up in defense, "Are not…!" He struck it again, "Your property!" He sliced through the rifle, and knocked the Conquedor down. The Conquedor, frightened by Lion-O's power, got up and ran. The sound of Panthro's tank over the cliff was enough to scare off any remaining Trollicks or Giantors in the Berbil village. Once they had all run off, Ro-Bear-Bill cheered, and the other Berbils joined him. Lion-O looked down and found Leanne easily in the crowd. She held Beebil in her arms and smiled as she waved up at him. Lion-O smiled back and sheathed his sword, coming down the cliff to join them.

The next morning…

Leanne watched as the Berbils worked to repair the buildings in the village. Lion-O looked at how easily they were recovering and looked back at the others.

"I don't think the Conquedor will be coming back any time soon." Lion-O said.

"Not with the village rigged like this." Tygra said, looking up at the giant spring that WilyKit, WilyKat, and Beebil were sitting on as it swayed back and forth. Leanne smiled as she came over to Lion-O, nudging his arm with her elbow.

"Nicely done." She complimented. She looked back at where Panthro was working and said, "I'll be right back." She headed over to the tank.

"Hey, wait up!" The WilyKittens said, following her. As they walked, they heard the words exchanged between Panthro and Ro-Bear-Bill.

"I have to admit," Panthro began, "Despite your cuddly appearance, you guys are grade-A builders in my book." Bill looked up from where he had been polishing the engine.

"Berbils love Panthro." He went over to him and held out his mechanical arms, "Hug?"

Panthro grimaced a little, "…A hug?" He looked away, "Uh, I'm not really much of a hugger…"

Ro-Bear-Bill insisted, "Hug. Hug. Hug. Hug." Panthro looked around, checking to see if anyone was close by, then smiled and held out his arms.

"Oh, what the heck?" He said, Ro-Bear-Bill jumped into his arms and Panthro hugged him with a grin.

"Busted!" WilyKat said, Panthro looked up to see the twins resting on the top of his tank with Leanne beside them, watching them with big grins.

"Panthro's a big ol' softie." WilyKit teased. Panthro put on his best glare at them.

"Is that a problem?" He asked, the twins jumped up fearfully.

"Nope." WilyKit said.

"It's cool." WilyKat said, they ran from the tank, jumping over where Leanne was resting. Panthro gave her a look, and she grinned.

"Dude, compared to my mom, you got nothing." She replied, "But if it makes you feel any better, I won't say anything." Panthro's glare shrunk away when he grinned up at her as she hopped down from the tank. Her grin widened as she said, "Did you see them run?" Panthro laughed, and she laughed with him.