31

Leanne looked over at where Pumyra and Lion-O were sitting, chatting quietly among the others. They sat very close and Pumyra seemed to hang on to every word Lion-O was saying, and he was doing the same for her. She sighed a little and turned her attention to the airship, looking over everything they had used in the last couple of days. After the incident with Soul Sever, they returned to his lair to ask him about the airship he had lying just outside it. But he had disappeared, and so had any remnant of anything saying he might have been there, save for the deactivated nechro-mechs. Without bothering to look further into it, they got to work on the airship, Panthro spotting out different problems and telling everyone what they needed to do. Everyone had done their part in the repairs and, in order to make Panthro familiar with it, they used some of the machinery from the Thunder Tank to help fix it up, as well as some random bits and pieces from the nearby junkyard. Leanne had used her fire abilities to help with some of the welding, and that's what she was checking over as the others had their dinner.

The airship had first belonged to Mumm-Ra, so it still looked like it had a few hundred years ago when it had been used, but with a little elbow grease, they managed to make it look like an airship fit for a ThunderCat king, which it pretty much was.

"Hey," Leanne jumped from where she was working and looked down to see that Tygra had come over, "Aren't you going to eat?"

"I already ate." Leanne replied, turning her attention back to her welding, knocking on the metal to see if it was strong or not. She really had eaten already, but it was a small meal of chewing on some candy fruit Kit had lent her from her stash. She looked down to see Tygra was still standing there. "Something else you wanted?"

Tygra waved her over, "Come here. I want to ask you something." He could have just asked her from where she was at the moment, but she shrugged and complied, jumping off the nose of the airship and coming to a safe landing in front of him.

"What is it?" She asked.

"I know there's a reason you're not eating with us, even if you did eat earlier." Tygra said. Leanne looked away from him focusing her attention on a small stick that lay on the ground somewhere behind him. "You don't want to be around Lion-O and Pumyra." Since the incident where Lion-O saved Pumyra a much longer time ago, the two of them had gotten even closer than Leanne was willing to admit she was comfortable with.

"You don't want to be around Lion-O and Pumyra, either." Leanne said.

"Yeah, but I don't have the same reason as you." Tygra said.

"I thought you called me down here to ask a question." Leanne said, crossing her arms.

"Do you still have feelings for Lion-O?" Tygra asked. Leanne's eyes widened and her cheeks turned a shade of pink.

"What kind of question is that?!" She snapped at him.

"Are you going to answer it?" Tygra asked.

"No!" Leanne said quickly.

"Why not?" Tygra said just as fast.

"Because it's a stupid question!" Leanne said, she turned around and headed back to the airship, "I have more important things to do than answer stupid questions!"

"Leanne!" Tygra grabbed her arm before she could fly up to the airship again, "Just tell me. Do you or don't you?"

Leanne was still for a moment, waiting to see if Tygra would accept her silence and go back to the others, but he made no sign of it. She sighed and turned around to face him, taking her arm from his grasp. "Yeah." She said quietly, "I still have feelings for him." Tygra nodded once.

"I thought so." He said. "You've been pretty miserable since the two of you broke up."

"Has it been that obvious?" Leanne asked. She didn't need Tygra to answer as he looked at her. She shrugged it off, "Well, it's not like it matters anymore. He doesn't want to be with me, and I won't make him." She turned her attention back to the airship, "Now I'm going to check over my work one last time uninterrupted before I go to bed, okay?" She didn't wait for a reply as she flew up and went back to look at her welding work. Tygra frowned and looked over at where Lion-O was still talking with Pumyra.

"We need to talk. Now." He said sternly to him.

Lion-O frowned, not really in the mood to deal with his brother at the moment when he and Pumyra had been having such a nice conversation.

"It's okay, Lion-O." Pumyra said, she nudged him up with her elbow, "Go." Lion-O stood and followed his brother over to the remaining metallic shell of what was once the Thunder Tank.

"What?" Lion-O asked.

"Leanne or Pumyra?" Tygra asked. Lion-O's eyes went wide.

"What?!" He asked.

"Which one, Leanne or Pumyra?" Tygra asked him. Lion-O scowled at him.

"Not now, Tygra." He growled out. He started to walk away, planning on heading back to where the others were.

Just as he was about to turn the corner to where the fire pit was, Tygra spoke again. "You know, you broke her heart."

Lion-O rounded on his brother, a fierce look in his eyes, "I broke her heart? What about mine?! She kissed you!"

"And?" Tygra asked.

"And?!" Lion-O snapped angrily, "I don't know what rules you abide by when you're with someone, but she made a poor decision, one that ended our relationship."

"And you can't forgive her?" Tygra growled, "You know, I forgave you for making a poor decision, you could at least do the same for her."

"What decision?" Lion-O asked.

"Letting Thundera fall." Tygra said, crossing his arms. Lion-O frowned.

"I did not cause the fall of—"

"Even when you decided against telling us the vision the sword gave you when you were training with Father?" Lion-O looked away, still feeling guilty for holding back that information from his father and Jaga. "If I can forgive you for a screw up as large as that, I'm pretty sure you can forgive Leanne for giving me one measly kiss."

"That's not the point!" Lion-O snapped.

Tygra sighed, shaking his head. "Hopeless…" He walked away from his brother, heading back to the others. Lion-O growled in the back of his throat and did the same, going to sit by Pumyra just as Leanne finished double checking her work on the airship and announced that she was going to sleep.


The next morning everyone got up and worked on the airship, putting together different pieces and adding on some new ones. WilyKat and WilyKit sat on their hover boards at the side of the ship, painting the ThunderCats' symbol on it.

"I can't believe we found an airship in Soul Sever's lair." WilyKat said as he went up and down along the metal, painting in the red while Kit painted in the black panther head.

Leanne held up her hand, a small flame coming out and, with a little effort, she managed to concentrate the flame enough so it was a small, powerful little stream of fire that she used to weld together a couple of pieces of metal. When she was done she looked back at Tygra, and he nodded in approval.

"I'd say we've done a pretty good job putting this hunk of junk back together again." Tygra said.

Cheetara nodded in agreement as she put up a piece on the ship where Leanne was quick to come over and weld some of the metal together. "You two decide on a name yet?" Cheetara called to the twins.

"Sure did!" WilyKit called back, her and her brother popping their heads up over the side of the ship.

"Say hello to The Feliner!" WilyKat said happily.

Leanne giggled, "The Feliner. Nice choice."

Lion-O's gaze turned upwards, "Hard to believe it's going to take us up there." He said, "Past the clouds to where the Book of Omens says the third stone is."

Pumyra smiled, coming up behind him and putting her hands on his shoulders, "Believe it. You're the one who got us here." She said. Lion-O smiled and reached back for her hand, squeezing it once before letting go. Leanne turned her head away from the exchange between them as she went down to the front of the ship where Panthro was working inside the ship's engine. She sat at the top of the entrance and looked downward, her head hanging upside down as she looked inside.

"How's it looking down there, Panthro?!" She called, her voice echoing off of the metal walls of the interior.

"Pretty good!" Panthro called back. He stood up, wiping his robotic hands of any latent grease on a rag. "I think she just might be ready to fly."

"Woo hoo!" The twins cheered. Leanne smiled as she watched them zoom by on their hover boards.


Everyone made themselves comfortable in the Feliner as Panthro fired up the engines. They roared loudly, and everyone felt a small sense of relief in knowing that they worked.

"I've got her humming now." Panthro said as he sat in the pilot's seat. "Who wants to take her for a spin?" The kittens instantly raised their hands, and Leanne pulled them back down with a smile.

"You sure you know how to fly this thing, Panthro?" Cheetara asked, a little wary at the idea of flying high in a ship that no one knew how to operate.

"If she's anything like the Thunder Tank, we got nothing to worry about." Panthro said. Leanne was pretty sure that driving a tank was nothing like flying a plane, but she had never flown a plane and had only driven the Thunder Tank once, and that was her only experience in comparing the two. She hoped it wouldn't be too difficult for them to fly. Panthro put his hands on the controls, "Just gonna take her up nice and easy." Panthro carefully moved the controls, and the ship moved upwards. They seemed fine, at first, until they all suddenly started swaying to the right and left. Everyone tried to keep a hold on their seat as Panthro tried to steady the ship. "Okay, so it isn't anything like the Thunder Tank…!" Panthro looked up to see just where they were, and his eyes bugged out of his head, "Are we really that high up?!" He let out a high-pitched yelp Leanne didn't know he was capable of making and seriously started to fear for her life.

"Don't tell me you're scared of heights!" Tygra snapped at him.

"I didn't know until just now!" Panthro shouted back, moving his hands away from the controls and covering his eyes, like a child would do. The ships swerved out of control, and everyone grabbed on tightly to what they could.

"We're gonna die!" Pumyra shouted fearfully.

"We're too cute to die!" The kittens shouted as they hung onto each other. Leanne watched as they came closer and closer to a cliff, and just as she was certain they were going to crash and braced for impact, the ship took a sharp turn upwards and suddenly they were flying high, and flying steady. After regaining their bearings, everyone looked up to see what had happened.

"There we go." Tygra said as he manned the controls from his station, "Nothing to it."

"Since when did you know how to fly an airship?" Leanne asked as she resituated herself in her seat.

"Just feels… natural." Tygra said with a shrug. Panthro, still scared of heights and a little humiliated that he had been outdone by Tygra, covered his face again, trying not to look at the ground as they flew over it.

"No wonder your ancestors were pilots." Lion-O said. Tygra grinned at him and focused on flying the airship while the others went over to the window, wanting to see how Third Earth looked below them.

"Guys! You gotta see this!" WilyKat shouted, and everyone who was able went over to the windows and saw the huge areas below them.

"It's breathtaking…" Pumyra said in awe. Leanne looked out the window, seeing all the different territories of all the different lands they had ventured to.

"Look! There's Dog City!" WilyKit pointed out excitedly.

"I think I see the Elephant Village!" WilyKat said, pointing to it.

"The Enchanted Forest!"

"It's the Fishman Oasis!"

Leanne looked down at them all with a small smile. She had been up in a plane before, so seeing something from this high up didn't really phase her, but it was certainly amazing to see just how far they all had come in their journey. With every location, she could see the memories of each place flood her mind, and how each of them had changed from that point to where they were now.

"Panthro!" Cheetara called to him as she looked out the window, "You're missing this!"

Panthro stayed glued to his seat, his eyes shut tight and his arms crossed in front of his chest.

"See it fine from here." He said quickly.

"Third Earth looks so small from up here. All the different nations look like a unified whole." Lion-O said as he gazed out from where he was sitting. "Maybe one day…" He turned to his brother, "Let's see what's on the other side of those clouds. Take us up, Tygra."

He nodded and pulled the levers that controlled the airship back, the Feliner flying higher into the sky. They flew into a patch of dark, stormy clouds, and everyone was silent. Every now and then, they saw a flash of lightning as it traveled from one cloud to another. Leanne started to worry about whether or not they would be hit with one. She trusted Tygra to fly the airship, but she sincerely hoped Mother Nature wouldn't zap them back down to the ground before they even had a chance to see what lay beyond the clouds. Lion-O watched as the Book of Omens' compass, instead of pointing upward, pointed straight ahead, showing that they were on the right path.

Soon, the gray clouds faded back to white, and light came into view once again. Before them lay a gigantic structure, hovering above the clouds.

"It's a city…" Leanne breathed when she saw it.

"In the sky!" WilyKit said, completely dazzled by the sight of it.

The ship shook as something exploded beside them, and alarms started blaring.

"We're under attack!" Pumyra shouted, standing up, ready to fight.

"No. Those were warning shots." Lion-O said, trying to calm her down. A couple more went off beside them, and three more airships began to move with them. They were smaller, and more streamlined than the Feliner, and gave off the appearance of a flying hawk.

"Unidentified craft, we will escort you to a landing." A voice came from one of the ships. "Failure to comply would be unwise." Not wanting to risk getting into trouble, Tygra followed the ships to a landing area in the floating city and carefully came to a stop. Once the ship had stopped moving and the engines had died, everyone stood up and headed for the entrance.

"Be ready for anything." Lion-O warned as they walked out of the ship and onto the landing pad. Loud birdcalls were heard before the group find themselves surrounded by hawk people, all of them bearing spears that seemed to be powered by electricity. Everyone pulled out their weapons, ready to fight the birds if need be. Two more birds came towards them, one was a short, stout pigeon, and the other was a tall, hunchbacked vulture. Both of them dressed in elegant robes, although the vulture bore a little more fine jewelry than the pigeon.

"Look, Horace. Flying Cats. How quaint." The vulture said. Leanne frowned at his condescending tone. "But I forget my manners. We so rarely get visitors up here." He bowed slightly to them in greeting, "I am Vultare. Prefect of Avista City."

Everyone put their weapons down as they saw they weren't going to be attacked. "I am Lion-O, Lord of the ThunderCats." He said.

"It is our pleasure to welcome you to our home." Vultare said. "Any Cats who make it up here, despite their… limitations, are to be our guests at dinner."

"We'd be honored." Lion-O said, bowing to Vultare in gratitude.

"Did he say 'limitations'?" Tygra whispered to Cheetara. Leanne, who had been standing next to her, put her hand on his shoulder.

"Let it go, Tygra." She whispered back, "We don't want to cause any trouble." Tygra scowled but stayed quiet as they followed Vultare and Horace further into the city. As they walked through many halls, Kit and Kat had eyes as big as dinner plates as they looked out all the windows that looked down at the fluffy clouds below them. Snarf was just as dazzled as the twins, following them everywhere and looking at everything. There was a small hum throughout the city as they walked, which Leanne assumed was the hum of some machine as it kept the huge amount of metal afloat. Many different crafts traveled through the city, getting different birds from one place to another with great ease. Vultare led them to a large room decorated in many tapestries as it looked down upon the rest of Avista. In the center of the room was a long table where no one was seated, but there were many covered dishes waiting to be unveiled.

"This is truly a city of wonder, Vultare." Lion-O said as they walked further in.

Vultare nodded, "As you can see, in Avista, technology provides for our every need. Now, enjoy a sampling of our finest cuisine." Everyone sat at the table, as well as a few other robed birds.

"Now you kids mind your manners." Panthro whispered to the kittens, "Eat whatever's put on your plate."

A couple of servants lifted up the dish coverings to show everything they had to offer them as Vultare listed off each one, "Millet seed casserole. Larvae and bark crawler. Beetles on the half-shell. And the main course, rodentia tar-tar." Everyone looked at the food and tried to hide their grimaces. All of it was either a meal made of live bugs, live fish, or something that was boiled and used to be a bug. Leanne would have eaten the fish if it didn't look so… alive.

"Good thing we packed our own lunch." WilyKit whispered to her brother.

"Rankinbass!" They whispered into the magic bag, and a light flashed from it before Kat reached in and pulled out two candy fruits for him and his sister. They began chowing down on it right away, while Panthro was wondering how the heck he was supposed to eat the giant, cooked caterpillar in front of him. He saw the twins eating candy fruit and leaned down.

"You got anything else in there?" He whispered to them.

"Eat whatever's put on your plate." WilyKat said with a smug grin before he went back to eating the candy fruit. Panthro grumbled to himself as he took a bite out of the caterpillar, grimacing once he did.

"Wow. Everything looks so…" Leanne wasn't sure if there was a polite word for 'disgusting,' but she wasn't sure if there was a way to say anything about it without being rude. "Fresh."

"Enough with the formalities." Pumyra snapped from her seat, looking pointedly at Lion-O. "We came here for a reason."

"A Cat dispensing with manners. Shocking." Vultare said with a sarcastic bite. "Please illuminate me to what you seek in our rarefied air. Wisdom? Culture? Elegance?" With each of his suggestions, Tygra's scowl became a little deeper, and he glared at Vultare.

"We know you possess a Power Stone. We need it." Lion-O said simply. The table was quiet for a moment, before all the birds broke out in cawing laughter.

"Is that all?" Vultare asked, still laughing a little.

"An evil has fallen over Third Earth: Mumm-Ra, the ever-living." Lion-O said.

"That is hardly our concern up here." Vultare said, "We're quite literally above it all." Leanne frowned. Didn't Vultare have any sense of compassion?

Lion-O stood up, "We already have the War and Spirit Stones, but only the four stones united will save Third Earth from Mumm-Ra." Vultare stood up, walking over to the huge window, looking down at the city.

"For centuries, we've looked down and watched the Cats rule through your War Stone." Vultare said, placing his clawed hands behind his back, "Seen you pit nations against each other, so that they may never rise against you. And now, you tell me giving you our stone is the key to peace?" He turned around, "I think we'll hold onto it. Thank you very much."

Leanne stood up from her seat. "And if Mumm-Ra attacks you?!"

"While I'm sure he poses a grave threat to the Cats," Vultare began, "Remember we are superior to you in every way. And that is why the Birds will always own the skies."

Tygra smashed his fist onto the table, "That's it!" He growled as he stood up, "I've had enough of your condescending attitude! I'll bet you that stone that I can fly one of those things better than any of you!" He pointed to the window where the crafts flew back and forth. Again, the birds let out cawing laughter. Cheetara quickly stood up and put her hand on Tygra's shoulder.

"What the heck are you doing?!" Leanne hissed at him, "Sit back down!"

"He's only been a pilot for a few hours, and it's kind of gone to his head." Cheetara said, trying to deter Vultare from Tygra's challenge.

"Indeed. Why would we bother?" Vultare asked.

"Because, if I lose," Tygra reached for his brother's belt and took off the gauntlet and sword, "You get both of our stones."

"What?! No!" Lion-O quickly turned around, trying to get his brother to give him back his things, "He doesn't speak for us!"

"Alas, on Avista, a challenge may not be withdrawn. Only refused." Vultare said, "We accept. In fact, as Prefect, I feel obligated to take on the challenge myself!" He spread his wings wide in his excitement.


They all went outside, where Vultare had Horace place the ship that Tygra was going to use. Small machines had also been set up around the area, simply hovering as they waited to be activated.

"For your sake, we'll keep the rules simple." Vultare said, he snapped his fingers and one of the machines went up, creating a holographic blue ring, "The one who finishes with the most rings wins." The other machines all went off, creating more holographic rings, "You can count, I assume."

"Shut your beak and fly." Tygra growled at him.

"Indeed. Then let the challenge commence." Vultare said. One of the platforms moved, bringing a large, red, streamlined ship with wings that looked an awful lot like feathers to where they were.

"That looks fast." WilyKat said, pointing to it.

"I assume you are a Cat of your word." Vultare said, looking to Lion-O, "When your brother loses, I expect the other stones." He looked pointedly at Leanne, "All of them." Leanne's hand instantly went to the Jewel of Omens around her neck, grasping it tightly.

"He won't lose." Lion-O said surely as Tygra hopped into the Bird's aircraft. Lion-O went over to him, "You better not lose."

"Don't worry. He won't." Cheetara said, leaning down to give Tygra a kiss on the cheek. He smiled at her and the two of them moved back as Tygra and Vultare started the ships' engines. One machine hovered in front of them as they got ready, the tops of each one closing up tightly. Once that was done, the machine had two red lights glow, then two yellow lights, and once the blue light showed, they took off. Vultare easily gained the lead, while Tygra seemed to have a little trouble flying the Birds' ship. Vultare claimed the first few rings with ease, the ones he had gone through changing from blue to red. After a few moments, Tygra's ship managed to pick up some speed, and he took off, flying through the holographic rings, changing them from blue to green. He was quick, and he soon matched Vultare's pace, with a few impressive loops and moves thrown in, too. Soon, there weren't too many rings left, and Kit and Kat took to counting how many were already taken as the two airships zoomed overhead.

"They're tied!" Kit announced with a wide smile as they both headed for the last five rings. Vultare claimed two, as did Tygra.

"And one ring left!" Kat said excitedly. They watched as Vultare tried to out maneuver Tygra, but it didn't do any good. He had easily adapted to the technology in the airship he had been given. Vultare pulled back a little, and Leanne's eyes widened when she saw something shoot out of Vultare's ship that exploded in front of Tygra's. His ship started to go down and Vultare was headed straight for the last ring. Before he could go through it, Tygra's ship took a sharp turn up, hitting the bottom of Vultare's ship as he knocked it out of the way and flew through the final ring. All the Cats and Leanne cheered at his victory.

"He did it!" Pumyra said.

"Of course he did." Cheetara said, never having doubted him for a moment.

Tygra came back to the platform, landing the ship easily, and everyone gathered around him. Leanne offered him a high-five, and he took it with a grin.

"Nice flying, bro!" Lion-O complimented.

Vultare's ship came closer, hovering over them. The spot where Tygra had hit had exposed part of the ship and small sparks came out. "A barbaric violation!" Vultare snapped, "And you dented my ship!"

"You set the rules." Tygra said, "The one who finishes with the most rings wins."

"And what about you did?" Leanne snapped at him, "I'm pretty sure firing on your opponent in a race is a pretty big violation!"

"We'll be taking the stone now." Lion-O said, holding out his hands.

Vultare let out a squawking laugh, "You'll be lucky to leave with your lives!" He said, "This agreement is void! You forfeit your wager."

"You made a deal." Pumyra growled at him. Vultare ignored her as he stood up in his ship, his wings spreading wide.

"Escort our 'guests' to their quarters. Under heavy guard." He ordered. The group soon found themselves surrounded by guards, all of them bearing their weapons in preparation for a fight. Vultare looked to Horace, "I want them gone at daybreak." The pigeon nodded once.


Lucas looked out over the crowds of lizards as they prepared the airships that he and the generals were going to take, as well as some smaller ships for the soldiers. He sighed and rubbed his eyes tiredly. He still wasn't getting any sleep, and what little he did get was full of nightmares. The stress was really starting to take a toll on his mind. He couldn't take much more of this.

"…General?" A timid voice rasped from his side and Lucas focused his gaze on a young-looking lizard soldier.

"Yes, what is it?" He snapped.

The solider held out a few blueprints, "Before we take off, you need to see if the ships meet the requirements that Lord Mumm-Ra set down." Lucas took the plans, glancing over them, and then looking back up at where the ships were resting.

"Seem fine to me." He said, he looked down at the plans again, and sighed. He leaned forward, resting his arms on the railing of the balcony before him and rubbed his eyes again, "What's your name?" When he didn't receive an immediate response, he looked up at the soldier, who was fidgeting nervously, "I asked you a question."

"Sinzer, sir." He answered.

"Sinzer, what do you think about this war?" Lucas asked, keeping his gaze on the ships below as the other soldiers and mechanics worked on them.

"I… What do I think?" He asked him, Lucas nodded and waited for him to continue, "Well… No one's ever asked me this before…"

"You must have some thoughts on it." Lucas said exasperatedly.

"Well… to be honest, sir… I haven't really thought about it much." The lizard shrugged, "I just… follow the orders I am given."

"So… Do you want to be here?" Lucas asked.

"Yes." Sinzer answered without hesitation, "It is an honor to fight with my brethren."

Lucas let out a thoughtful hum. He was silent for a moment before he waved him away, giving him the blueprints, "Thank you, Sinzer. You're dismissed." He bowed once to Lucas before heading back down to the other soldiers below, telling them that the ships had been approved. He huffed out a breath and stood up straight. Sinzer couldn't have been more than fifteen or sixteen years old, just a couple years younger than himself. He hadn't even thought about the battle he was fighting? All because it was honorable? The logic was lost on him. Lucas understood now why Mumm-Ra hadn't killed him or lowered his rank. He was just the kind of soldier he was looking for. One that would blindly follow orders without question.

He stiffened when he heard an all-too-familiar snorting laughter. He turned his head to see Kanar walking up the stairs with Atticus to where he was, their weapons now sharpened and ready for battle. He tried to keep his attention on the ships below as they came up.

"And how is our newest recruit?" Kanar asked with a grin as he looked down at Lucas.

"I'm doing well." Lucas said shortly, "The ships are ready for flying."

Kanar laughed again, "How fun! We'll be at the city of the birds before the sun goes down!"

"And we'll make it go down, too!" Atticus said, "I can't wait to get my hands on that bird meat!" He laughed and flexed his fingers in his excitement. Lucas didn't look at them, his hands gripped to the railing before him. Kanar looked down at his hands and noticed something with a grin.

"Your hands are shaking." He said. Lucas looked down at his hands to see they were doing so, and his grip on the railing tightened.

"I'm cold." He said lamely.

"Perhaps he's afraid of the little feather brains." Atticus said.

"No, I… I'm fine." Lucas said quickly, he pushed himself up, "I'm going to notify Lord Mumm-Ra about the ships." He briskly left the pair on the balcony as he went to do as he had said he would. The flight to the city of the birds wouldn't take very long, soon the battle would begin.


The group had been escorted to a fairly nice room, with plenty of things to keep them comfortable and reminded Leanne of a nice hotel room. Tygra sat down on the large, yellow couch with a huff.

"Can't believe that flying rodent." He grumbled, crossing his arms in front of his chest.

Cheetara came to sit by him, "At least we didn't lose the two stones we have." She said, "That's something, isn't it?" No one answered her. Leanne only shrugged in response.

Lion-O looked down at the Book of Omens, his gaze seeing the book's compass pointing to where the stone was straight ahead of them.

"We're so close…" He muttered.

"I say if they won't give it to us, then we take it!" Pumyra snarled, fed up of staying in the room.

"Isn't that, I don't know—kinda stealing?" WilyKit said.

"And 'kinda stealing' is still stealing." WilyKat put in, "We have some experience with the whole 'kinda' thing."

"Well, the plan is 'kinda' unlikely." Leanne said, "The hall is filled with armed guards."

Pumyra stood up, "Who says we have to use the hall?" She asked. She opened her bow and fired a stone at the window, shattering open an entrance large enough for all of them to use. Everyone stood up.

"I say we use the hall!" Panthro said quickly, "I'm not going out there!"

"Who needs the Birds' permission when the book will take us right to the stone?" Pumyra said, gesturing to the book.

"I don't think this is the best idea." Leanne said, "We're already in enough trouble with the birds. They may be arrogant jerks, but we still need to get on their good side." She looked at Lion-O, "Isn't our goal to unite the peoples of Third Earth to defeat Mumm-Ra? We need all the help we can get!"

Lion-O looked down, thinking for a moment. Pumyra came up to his side, leaning into him and smiling as she asked, "Orders, My King?"

Lion-O looked around the room, seeing that everyone else was ready to follow through with Pumyra's plan except for Leanne and Panthro. He raised his fist up a little bit, keeping the Book of Omens tucked under his arm and began, "ThunderCats…"

"Oh, no. Don't you say it." Panthro said, "Do not say what I think you're gonna say Lion-O!"

"Ho." Lion-O finished, pumping his fist. Panthro groaned and Leanne sighed.

"Fine. You are the king." She said. Everyone filed out towards the hole that Pumyra had made. They moved out onto the ledge that was just beneath and they began pulling themselves up to the roof of the room. Panthro, who was the last one to leave, looked down at the clouds below them with a fearful grimace.

"Couldn't we just fight the blasted guards instead?" He muttered to himself as Leanne climbed up to the roof where the others were waiting for Lion-O to give them orders.

"Kit, Kat, get to the Feliner with Snarf." Lion-O said, "We'll be along soon." The twins nodded and went over to the side of the nearest building, Snarf climbing up and holding onto Kit's back as the two of them easily scaled up the side of the wall and ran along a railing that would take them closer to the airship. When they were out of sight, Lion-O turned to the others, pointing ahead of him, "Book says that way."

"Then let's go!" Pumyra said, "We're wasting—" She stopped when she heard a bang and they all looked to see Panthro was having trouble climbing up onto the roof. He looked over his shoulder at the clouds beneath.

"I don't feel so good…" He muttered, before his eyes rolled back in his head and he fell back.

"Panthro!" Lion-O shouted. Panthro started tumbling down the side of the walls of the building. Lion-O and Leanne jumped down, running after him. As Panthro kept moving further downwards, his mechanical arms kept extending. As the walls became steeper and steeper, Leanne jumped up and let gravity take her closer to Panthro's level as he fell off of the structure. Using her abilities, she propelled herself forward as Lion-O used the claws on his gauntlet to shoot out and wrap around Panthro's ankle while Leanne reached down and grabbed his hand. She tried to steady him as the ropes from Lion-O's gauntlet made him swing back and forth.

"Don't worry, we got you." Leanne said. Once he saw that he was safe, Panthro let out a heavy sigh of relief. As she and Lion-O began to pull the big Cat back up, Leanne couldn't help the smile on her face, "I didn't think I'd ever see the day where you would faint."

"Be quiet." Panthro growled. As much as Leanne wanted to continue to tease him, she didn't want to damage his pride more than it had been already, so she was quiet until she and Lion-O got him back up with the others. Once he was back on his feet, they left the roof, heading towards another opening in another part of the building, closer to where the Stone was. They looked through the window, and when they saw the hallway was mostly empty, Pumyra used her bow to smash open another window and they went in, making sure to be as quick and as quiet as possible. Surprisingly, no guards spotted them as they made their way through to where the Stone was, Lion-O making sure they stayed on the path the Book was pointing out to them. Soon, they came to the end of the hall they had been walking through. They stood in front of a pair of thick metal doors.

"The Book says the Stone is right ahead." Lion-O said. Panthro went over to the side, looking at a small contraption that was connected to the door while Tygra tried to pull the metal doors apart.

"I can't get the door open." He growled as he stepped back from it.

Panthro pressed his metal fingers against the small pad on the contraption, watching as it lit up to a red color, and then pressing another part that lit up green. "State of the art security system. Without passcodes, we don't pass."

"Considering how hyped up these guys are on technology, we should have seen this coming." Leanne said.

"We're going to let a door stop us?" Pumyra growled. No one said anything in response. With an angry scowl, she turned away and ran down the hall.

"Where's she going?" Lion-O asked.

"Who knows?" Tygra said with a shrug, "But I'll bet she brings back trouble."

"I'd put money on that." Leanne said in agreement.

Cheetara turned to Panthro, "I don't suppose you could find a way to hack the passcodes?" She asked him.

Panthro sighed, "I could try, but this door has thousands of combinations. It could take me weeks, and we probably don't even have an hour."

Leanne looked over at Lion-O, "It's not too late to try and make amends with Vultare." She said softly. Lion-O looked back at her and sighed.

"I think the second Vultare finds out that we've escaped our room, he's going to have us thrown off this place." He said, "It's safer where we are now."

Leanne frowned, "Why is it that, when the two of us made suggestions, you were so quick to jump on hers?" Lion-O scowled and turned to her.

"You really want to do this now?" He asked. Leanne sighed.

"No, I just…" She reached up and put her hand to her forehead, pinching the skin between her eyebrows, "I just keep thinking that this isn't what we're supposed to do."

"No one ever feels right about stealing something from others." Lion-O said, "But we're going to have to do this. Vultare obviously won't cooperate with species he finds 'inferior'." She couldn't argue with that, so she was silent as she waited for Panthro to try and hack open the door.


As Kit and Kat neared the Feliner, they saw it was guarded by a pair of birds. They quickly hid so they wouldn't see them and watched as one of them received a message through an earpiece that was attached to his helmet. He turned to the other guard, saying, "The Cats have escaped their quarters! Double our patrols, they're around here somewhere!"

The twins looked at each other uneasily, "What are we going to do?" Kat whispered.

"We can't fight the whole city." Kit whispered back, "We've gotta get help. A lot of it!" There was a scurrying sound beside her feet, and she looked to see Snarf was running towards the guards. "Snarf!" She called, but he didn't listen and kept running, "What is he doing?"

"Creating a distraction." Kat said with a grin.

Snarf ran up behind the guards and let out a loud mewl to get their attention. "There's one of them now!" One of the guards shouted. He reached down to try and grab him, but Snarf was quicker and started biting his arm, ripping off his feathers until there was nothing but skin. The guard pulled away and glared at the little creature as he ran off, feathers still in his mouth. The two guards let out bird-like calls as they chased after him, shouting, "Don't let it get away!" Once they were out of sight, the twins ran for the Feliner, quickly getting on board.

"Now how do we get out of here?" Kat asked once they were inside. "We can't fly the Feliner."

"Since when have we needed a ship to fly?" Kit asked as she pulled up her hover board. Kat grinned and took his. The pair flew down from the city of Avista to the earth below, intent on getting some help.


Panthro frowned as his newest combination failed… Or, maybe it wasn't finished? It was hard to tell. There wasn't a sign that said "access denied" or something similar to it when he got it wrong. From what he could tell, the combination was very complex, sometimes needing two buttons pushed at the same time, or three, or more. He wouldn't be surprised if it took two birds to open this thing. Their Power Stone is obviously very important to them, so the highest security measures were taken. As he kept trying to hack the passcode, he said, "Maybe we should get off this city before they throw us off."

A few grunts were heard and everyone looked to see Pumyra dragging Vultare in by the neck. Lion-O's eyes widened, "Pumyra, what are you doing?!"

With effort, Pumyra pushed Vultare down to his knees, "We need passcodes? Well, this is our passcode." She said.

Vultare glared at her, "You're all a bunch of savages!" He spat out.

Pumyra lifted up her hand, her claws extending, "Now, you being so refined and all, you do know how to open a door for a lady?" She asked.

Still glaring at her, Vultare growled, "It would be my pleasure." She pushed him towards the security pad, and he began putting in the passcode. The doors slid open easily and the group walked into the room, full of all kinds of technological circuitry all along the walls and floors. In the center of the room, hovering in a vortex of light was the stone they had been searching for.

"Incredible…" Cheetara breathed in awe when she saw it.

"You call us snobs, yet the Cats have always looked down on others. Taking whatever they wished." Vultare said.

"That's how Cats were." Lion-O said, "But I've been working to change that."

"By stealing our stone?!" Vultare snapped.

"We're borrowing it." Cheetara said. "Once the stones are united, we'll be able to take down Mumm-Ra."

"Did your feral minds ever stop to ask why the stones were scattered in the first place?" Vultare asked.

"Um… We just figured they were, you know… lost." Tygra said with a shrug.

"Not lost. Separated." Vultare said, stepping closer to the stone, "By our ancestors. Many years ago, after Mumm-Ra's ship crashed, his animal servants were free to inhabit Third Earth. The question remained: What to do with the four stones of power? They were deemed too powerful for any one species to possess, so it was decided each would be given to an animal race that could protect it. Meaning the strong would get stronger, and the weak… well, we know what became of them. The Cats, of course, chose to keep the War Stone."

"And the Birds took the Tech Stone." Lion-O said.

"While the other animals feared and shunned Mumm-Ra's technology, we Avistans embraced the Tech Stone's power." Vultare said, "And built all that you see here."

"Let's unhook this thing and get out of here." Lion-O said.

"I'm afraid you can't take the stone." Vultare said.

"You don't get it." Pumyra growled, "We're not asking anymore."

"And again, you fail to grasp simple concepts!" Vultare snapped, "The Tech Stone generates anti-gravity emissions that keep the entire city afloat."

"So… if we take the stone…" Leanne began, her eyes widening at this new realization.

"It will only be moments before this whole place crashes to the ground like a rock." Vultare said. Everyone except for Pumyra, whose eyes were set on the Tech Stone, exchanged nervous glances. Taking the stone from where it was resting would practically mean sentencing everyone in Avista to death. They couldn't do something like that to these people, no matter how arrogant and egotistical they may be. It wasn't right.

Pumyra stepped forward towards the stone. Lion-O quickly reached out and grabbed her hand, "We can't."

"But we have to." Pumyra said. She turned towards him, putting her hand on top of his as she softly added, "For our people."

"Mumm-Ra sacrificed a whole galaxy to get what he wanted." Lion-O said, "I won't do the same."

Pumyra scowled angrily and pushed Lion-O back, snarling, "If you won't make the tough choices, I will!" She turned and ran for the stone.

"Pumyra, no!" Lion-O shouted as she shoved Vultare out of the way. Just as she reached for the stone, a gun shot out a bolt of lightning at her and she let out a cry as she fell to the floor, unconscious. An alarm blared loudly through the room.

"Oops." Vultare said with a seemingly innocent shrug, "Did I forget to disarm the electric shield?"

It was only moments later that the room became filled with armed guards who quickly surrounded them. Horace fell in just behind them, his hands folded neatly in front of him as he looked at the group.

"Now Horace," Vultare began, "Take this trash and throw them off this city." The pigeon nodded as he gave the signal for the guards to move them out of the room, and they all did so, not wanting to be zapped by their weapons. A pair of guards grabbed the unconscious Pumyra by the arms and dragged her along, leading the group to whatever fate Vultare had planned for them.


A big THANK YOU to loltroll22 who helped with this chapter!