1. Zim Zabberim Zim

The first order of business Roman Torchwick set to once settled in his new base of operations was to recreate his weapon. As Mozenrath had promised, between the CORE and Hotland regions, he was able to not only find scrap metal aplenty, but the equipment to weld it together, paint it, and add such essentials as a scope. Most self-respecting warriors who hailed from Vale were adept at crafting weaponry, and Roman was no exception. At last, he cooled off the finished product. The original Melodic Cudgel had gone down in flames with the Nevermore that had eaten him. The Melodic Cudgel 2.0 was identical to the original: a gun that posed as a simple cane, capable of firing heavy blasts of Dust from one end and featuring a grappling hook on a retractable cable at the other. All it needed was a chamberful of Dust and it would be ready for action.

That being done, Roman realized that as the closest thing this small faction had to a weapons technician, he had one more responsibility. Mozenrath had asserted that he could more than defend himself with his gauntlet and its magical energy. That left one factor accounted for.

...

"It's kind of like a kusarigama," Roman explained, gesturing to the new weapon he'd forged laid out on the table of the abandoned Hotland laboratory. "Except instead of a sickle on one end of the chain, you've got a fully functioning pistol. You said you were good with those old-timey guns, right? Of course, like mine, its Dust chamber is still empty, but hopefully we can fix that soon. Now, on the other end, instead of a ball, you have a hammer. You can still throw it like a ball weight and wrap the chain around whoever, or you can just whack 'em over the head, like you said you almost did to that one Omelette kid with a wrench. And, of course, you can always just use the chain to strangle somebody. So? Whaddaya think?"

Snatcher noted that Roman seemed awfully proud of himself for coming up with this new weapon. He reached out, taking up the pistol – shaped like an old flintlock - in one hand and the mallet in the other, twirling the chain slightly as he did so. The metal was still warm from the forge. "It will do," Snatcher judged. "Soon as it's filled with working ammunition. Seems well crafted."

Roman gave a playful bow to this. "In the meantime, keep it here." He handed over a leather belt fashioned with a gun holster on one side and a scabbard of sorts for the mallet on the other.

Snatcher fastened on the belt, sheathing his new weapon. "You've been busy."

"Haven't you? What have you and Righty been doing this whole time, anyway?"

"Poring over papers," Snatcher sighed. "Lord Mozenrath insists our conquest hinges on the proper strategy. This, coming from the man who wished to charge Maleficent and her enormous horde with three spears. As it is, he's been looking over documentation he has compiled from various worlds in order to get an idea of what resources we might need."

"Is Dust on that list?" Roman asked eagerly.

Snatcher shrugged. "I've no clue. Stopped listening to him partway through. He didn't even notice. Though he wanted to see you once you'd finished down here."

"All right." Roman twirled the Cudgel 2.0 into his hand. "Let's hear what he's got for us."

...

Roman hadn't really grasped the scope when Snatcher had said Mozenrath was browsing documentation. In fact, Mozenrath had taken the throne room of New Home (which was oddly carpeted in golden flowers) and pinned up hundreds, maybe thousands of papers on its walls, spreading out even more on the floor where there weren't flowers sprouting up.

"Did you just lose your MIND up here?" Roman asked as he and Snatcher entered the room to see Mozenrath switching around several papers to rest adjacently to each other on the wall as Xerxes hovered.

"Oh, good. You're here," Mozenrath greeted pleasantly, ignoring Roman's slight as he turned to face his associates. "I thought we could go over some potential plans of action."

"Plan 1," Roman suggested. "We drop back by Vale and get enough Dust to fill up our weapons."

"Not what I had on the agenda," Mozenrath replied, "but I suppose that would be the most practical first step. You have a way of safely getting Dust without alerting any undesirables?"

"I have a stash," Roman confirmed. "Give me fifteen minutes there and I can get a crate out without anybody noticing. Anyway, Archie told me – "

"I thought I told you not to call me that," Snatcher muttered.

" – that you'd been busy," Roman went on. "Didn't quite realize that meant 'cuckoo.' Have you done anything besides put up wallpaper?"

Mozenrath scowled. "Every one of these documents is research I've compiled from the worlds I've seen. And compared to the number of worlds that are out there, it's not much. What I've been looking for is anything that would give us an advantage. Profiles of dead warriors we could resurrect to bolster our forces. Magical artifacts that would increase our power. Or both at the same time." He unhooked one page from the wall. "Like the Heylin Puzzle Box. Rumor has it that it contains a fairly powerful witch. Maybe we could persuade her to work with us." He replaced the paper. "Then there's a whole vault of magical artifacts that – "

"Righty," Roman interrupted. "Did we come here to help you read an entire library, or did we come here to help you take over the worlds? How about we stop pushing paperwork and actually do something?"

"Says the man who spent absolutely no time on paperwork and spent hours crafting a weapon instead," Mozenrath reminded Roman.

"Er…about that…" Snatcher broke in. "I'd been feeling a slight bit as though our potential is being underutilized myself. Surely there's something that the three of us can accomplish that doesn't involve standing around here."

"There is." Mozenrath took down one of the papers. "Breaking into and securing the Vault of the H – "

"Before you go any further," Roman interrupted, "is that vault another abandoned territory nobody wanted?"

Mozenrath steamed in silence for a while before pinning the paper back to the wall. "Well…" He shrugged. "Nothing ventured, nothing gained. I may know of a kingdom just waiting to be usurped. Think of it as one of the crown jewels of the worlds, if you will. And Maleficent hasn't even begun to make a move on it."

"Because it's dangerous," Snatcher hypothesized.

"Because it's too easy," Mozenrath replied. He unhooked another paper. "Not too long ago, a child took it over just by pulling an enchanted sword out of a rock. If we had that sword for ourselves and ran it through that kid's heart, we'd be just as much the kings of their England, wouldn't we?"

"Are you saying we can go?" Roman practically begged.

Mozenrath nodded. "We can go."

"FINALLY!" Roman whooped, looking to Snatcher, who also appeared quite pleased with the proposition. Then he turned his attention back to Mozenrath: "But first, about that Dust stash."

...

The noontime sun rose high in the clear blue sky over the rolling green English countryside where a young boy named Arthur – or "Wart," as some would have it – had so recently been crowned sovereign by removing the legendary sword from the stone. It had been a year since then, and while Arthur had been a bit shaky at first when provided with such responsibility as all of England, he was shaping up to be a fine king indeed despite his youth.

Archibald Snatcher was still reeling from the knowledge that there were multiple worlds at all beyond the one he'd hailed from and the afterlife. It only made the matter more complex that many of these worlds had locations that bore the same name and roughly the same features. He himself had come from an England, though it seemed that no town calling itself Cheesebridge existed in this particular England, and the capital city here seemed far, far more primitive than the one he'd known back home. He consistently wondered how Mozenrath and Roman had taken all this information in so calmly. Especially Roman, who he understood had seen as many worlds as Snatcher himself had before they met Mozenrath. However, there eventually came a time where all confusion and wonderment had to be dropped so that a job could be focused on.

They'd made a very quick stop to Roman's homeworld, in the kingdom of Vale, and only caught a glimpse of a back alley while Roman fetched a crate of Dust from a warehouse. He'd pocketed several red crystals and vials of red powder for himself, giving Snatcher several other colors of the substance to experiment with, promising a lesson later and telling him just to use the yellow stuff for now. Obliging, Snatcher had loaded his pistol up with bright citrine powder. The crate was stowed away in New Home before the entire contingent moved on to this England.

Snatcher was in the lead of the trio, and Mozenrath and Roman followed him through the winding streets of the stone city that surrounded the castle: an impressive stone bastion. Its gate was guarded by a pair of brightly clad knights in armor that glittered beneath the shining sun.

"Halt!" one cried out, as Snatcher expected at least one of them would. He obliged, and Roman and Mozenrath stopped short behind him. Xerxes, slow on the uptake, crashed into the back of Mozenrath's head.

"State your business with the king!" the other knight demanded.

"Our business," Snatcher replied, "is one of extreme importance. We come from a faraway land to the East, bearing terrible tidings. Word has reached us of a nation that means to declare war on England, and we wish to warn His Majesty Arthur and forge an alliance with him to nip this nasty talk of invasion in the bud."

"And who, exactly, are 'we'?" the first knight asked.

"Lord Mozenrath of the Black Sands," Snatcher announced. "Accompanied by his spokesperson – that would be myself – and his footman."

Mozenrath bowed politely. "I hope you don't mind that I let my spokesman do most of the talking."

"Not at all," the second knight said. "We shall escort you to His Majesty immediately."

The pair of knights led the trio and their eel through the front courtyard and up a walkway to the castle doors proper. Roman could hardly believe it. He was used to bullying his way into wherever he wanted; this was the first time he could think of in quite a while that he'd simply been let into a place because he or someone accompanying him had politely asked.

The throne room of the castle was clothed in colorful banners and tiled with polished stone, making it a welcoming sight to all who entered. The throne itself was surrounded by pages and knights of all shapes and sizes. And upon that throne sat Arthur, the boy king. Blonde and lanky, he would have cut a rather impressive figure in his royal robes with the sword from the stone sheathed at his hip if not for the fact that his golden crown was slightly lopsided upon his head due to not quite fitting properly; it had been crafted for much larger heads.

"His Majesty, King Arthur!" one of the knights announced. "Presenting Lord Mozenrath of the Black Sands!"

"The Black Sands?" When Arthur spoke, his voice cracked, and it was all Mozenrath could do not to burst into laughter. And people said he was young for all he had done! He made sure to keep his eye on the prize: the sword was within view. "I've never heard of that country," Arthur specified.

"It is far, FAR to the east, your majesty," Snatcher clarified. For all he knew, it wasn't a lie. Mozenrath's homeworld might have been east of this one, depending on how the cardinal directions stacked up on the grander scheme of the cosmos.

"Well," Arthur began, "how can I help you?" He asked innocently, ready to provide any assistance needed, and Mozenrath could tell how much naïveté he carried.

"Grave tidings, Your Majesty," Snatcher reiterated. "We bring news of a declaration of war upon this kingdom."

"War?" Arthur was taken aback. "Who's declaring war on us?"

Roman lifted the Cudgel. Snatcher removed his weapon from its belt. Mozenrath pointed his right fist at Arthur himself.

"We are," Mozenrath announced.

A burst of red emanated from Roman's Cudgel, knocking over a line of knights like bowling pins. Snatcher's pistol fired bright yellow lightning, sending the pages scattering for cover. From Mozenrath's fist, a ray of electric blue surged forth. Arthur quickly stumbled up from the throne and hit the ground so that the magic passed harmlessly over him. The boy drew his sword, terrified but fully aware of the fact that he had to defend his court. As he stood, he leapt out of the way of another burst of blue before charging Mozenrath, swinging the sword sharply through the air.

Several knights rushed Roman, who was more than prepared for them. He parried a blow from a sword, sidestepped another, then blasted one of the men into unconsciousness. Then it was on to the next. As he knocked the third knight away, he became aware of a presence behind him; one of the knights had gotten behind him and was raising a sword high above Roman's head, ready to cleave him in two.

This unfortunate knight then suffered a blow to the head from Snatcher's mallet, dazing him. After kicking that knight to the ground, Snatcher threw the mallet so that it wrapped the chain around another potential defender, yanking the chain to draw the knight close before loosing a burst of lightning from the pistol in the knight's face, jolting him out cold.

...

The booms and blasts of Dust could be heard throughout the entire kingdom. Most cowered in their homes. Some wondered if it was a planned celebratory event put on by Arthur himself. But one, situated on the very edge of the kingdom, was delighted to hear the noise. Because it was the noise of chaos and destruction, and where there was chaos and destruction, there was much fun to be had.

...

Mozenrath let Arthur get up close to him before dissipating suddenly into blue light, letting Arthur's blade swipe through nothingness. He reappeared behind Arthur, right hand glowing blue, ready to slam it into the boy king's body. As he plunged his hand downward at Arthur's neck, he suddenly felt as though his fingers had been slammed into an invisible wall; magic sparked where he'd been deflected. Was the boy king a magician as well, or was someone else in the court protecting him?

Mozenrath got his answer when a gruff "OH NO, YOU DON'T!" sounded off from behind him. The sorcerer turned to see an old man dressed in plain robes of blue, with a conical blue hat and a trailing white beard, glaring him down with intense anger. "You think you can just barge in here and lay hands on my apprentice, do you?" the old man continued. "Well, not on my watch!"

"And who are you to stop me?" Mozenrath challenged.

"That's Merlin!" Arthur supplied.

"Worry not, my boy," Merlin said protectively. "I'm going to teach this upstart a lesson!"

"I AM NOT AN UPSTART!" Mozenrath loosed a plasma bolt directly at Merlin before teleporting to the other side of the room before Arthur could try anything else with the sword.

Merlin defty caught the bolt as though it were a ball for a game. He tossed it up and down casually before turning to lob it right back at Mozenrath. Mozenrath, unprepared for this, caught the full blast of his own magic in his chest, hitting the back of the wall hard.

Meanwhile, Roman and Snatcher were doing their best to hold off the knights, but the more they knocked out, the more seemed to come in their wake. They were quickly being outnumbered.

As Mozenrath struggled to regain his balance, he focused on Merlin only to have his attention drawn to just behind the wizard. Merlin didn't see that a pair of eyes had materialized from seemingly thin air behind him. Those eyes were soon framed by a smirking face, then a purple-haired head set atop a short, plump female body clothed in maroon and lavender.

"I've had about enough of you!" Merlin drew back his arms to cast another spell at Mozenrath. Just then, the woman behind him tapped him on the shoulder. "Not now, Wart!" Merlin snapped.

"Try again, Merlin," the woman laughed.

Merlin flinched, startled. His spell was interrupted long enough for Mozenrath to launch a cloud of smaller pellets of magic, as though fired from a gatling gun, at the elderly wizard. At the same time, the woman transformed into a bright pink horse, rearing back on her hind legs and bringing her forelegs down hard on Merlin. The wizard was pinned to the ground by the woman's hooves, and Mozenrath's magic pelted him, stinging all over. The woman was by now having herself quite a cackle of mirth.

"Oh, no…" Arthur stepped back in horror. He recognized the witch, and she filled him with more dread than the newcomers had.

"I KNEW something delightfully dreadful was happening over here when I heard the noise!" the witch crowed. "Though I'm a little offended that you didn't invite me to the party!"

"If I'd have known someone like you was in these parts," Mozenrath admitted, charging up his gauntlet once more, "I would have."

Roman kicked down a knight and no more took his place. Snatcher thwacked another in the head with his mallet. It seemed they'd taken out all of the royal guard at long last. "MR. TORCHWICK!" Snatcher pointed at the cowering Arthur. "GET THE BOY!"

"Gladly." Roman braced the Cudgel, rushing Arthur.

Mozenrath raised his fist high, letting burning hot magic bubble up in it like liquid and spill over onto the pinned Merlin. Merlin, however, was faster. He simply wasn't there anymore, and Mozenrath's new attack hit the stone harmlessly. The witch blinked, confused.

A bright blue dragonfly buzzed away from the two magicians; it transformed back into Merlin's proper form when he'd reached a safe distance. "As I was saying," he grumbled, "I have had it up to HERE with ALL OF YOU!" He drew back his arms, then flicked them, casting the spell he'd intended to from the start.

Mozenrath and the witch stared at him blankly. Roman had seized Arthur by a shoulder, pressing the Cudgel against the boy's chest, while Snatcher went for the sword at the boy's hip.

Then, in a glittering flash and with four squeaks of indignation, Mozenrath, Snatcher, Roman, and the witch were all transformed into rats, plopping down hard on the floor. Each was the color of its human body's hair – one jet-black, one lavender, one red-orange, and one somewhere between black and dark gray.

"There!" Merlin put his hands on his hips. "That should teach you all a thing or two!" He immediately turned to Arthur, running to the boy in concern. "Are you all right, my boy – "

In a puff of brilliant purple smoke and a cloud of glitter, the witch transformed back into her human self. "Nice try, Merlin," she gloated, "but you should have known that wouldn't work on me!"

Mozenrath tried in vain to undo his own transformation, but with no luck. He gritted his rodent teeth, cursing out that Merlin had been able to overpower him and magically lock him down. That raised a lot of questions about the power level of the witch.

"What will it be, then?" Merlin asked indignantly. "A challenge, as usual? More rules you lay down so you can break?"

"Oh, I was thinking this time, I'd just shorthand it and burn down your castle," the witch remarked offhandedly. "But not without my new pets!" She reached down and scooped up Mozenrath into a hand. Mozenrath let himself be picked up; he didn't see any better options right now, and it seemed beneficial to him to get on the witch's good side.

Roman and Snatcher, following his train of thought, bolted toward the witch, and she scooped them up as well. Xerxes flitted behind her head for refuge.

"Y-You're not really going to burn this castle down, are you?" Arthur asked nervously.

"I thought you knew me better than THAT!" the witch huffed before transforming. The rats were suddenly cradled in one hand, which became an enormous reptilian claw. Rocketing into a great height, the witch became an enormous dragon, bright purple and rounded in shape. She drew in one gigantic breath, then expelled it in the form of fire. All of the multicolored banners of the throne room became enveloped in flames, turning the color scheme of the room bright red-orange.

"Y'know, I think I like this woman," Roman remarked.

"Oh, good…" Snatcher sighed with relief. "We've retained our power of speech after all."

"This. Is. Humiliating," Mozenrath grunted.

The witch then knew she had to move fast. She was cocky, but she knew Merlin was clever, and she recalled quite well what had happened last time she'd pulled the dragon trick around Merlin. Having no interest in playing host to the wizard in the form of a germ that would have her laid up in bed for weeks, she took that moment to disappear. She couldn't think of a higher note to leave on than setting the castle on fire, anyway.

"MERLIN!" Arthur cried. "What do we do?"

"Just hold on, my boy!" Merlin told him. "I'm about to set this right as rain!"

At the wizard's request, great dark clouds formed near the ceiling of the room. After a brief thunderclap, rainwater poured down from them, dousing the fires set by the witch.

After a silence in which Arthur took stock to make sure that the flames were in fact put out, he sighed, "I sure learned a lesson today about strangers."

...

When the woman reappeared in the woods at the kingdom's edge, she was in human form again, the three rats cradled in her hands and Xerxes floating nervously nearby. "Well, aren't you three just the most adorable things!" she cooed. "Though you were admittedly cuter when you were trying to destroy Arthur's castle."

"We were actually going for his enchanted sword," Mozenrath admitted. "And to kill the king."

"It was all in hopes that we'd become the new lords of this land," Snatcher added.

"Getting to shoot all the guards was just a bonus," Roman chimed in.

"Who are you, anyway?" Mozenrath asked. "The fact that you were able to undo Merlin's transformations and I can't says a lot."

"Oh, I've done my fair share of shapeshifting," the witch bragged. "In fact…" The next thing the trio of rats knew, their holder was singing: "From dragons to hornets, I can take any shape, whate'er leaves destruction within its wake! With Darkness and magic, I'm filled to the brim! For I'm the magnificent, marvelous Mad Madam Mim!" This was followed by a round of high-pitched giggling.

"Well, Madam Mim," Mozenrath asked, "can you undo the transformation on us?"

"Ohhhh, goodness, no," Mim informed him. "I can only transform myself! Transforming others is a completely other matter. I've never wanted or needed to do it, you see, so I'm out of practice. But I MIGHT know somewhere you can be transformed…for a price."

"Name it," Mozenrath told her, "though we can't promise we can pay it."

"Next time you pull a stunt like that again," Mim asked, "with mass destruction and murder, you'll let me in on it!"

"I actually might have an agreement that would work out for both of us," Mozenrath told her. "My associates and I happen to be in the business of world conquest."

"Which world?"

Mozenrath hadn't expected that response from Mim. "All of them. So you know how many are out there."

"Oh, there are INFINITE worlds to turn into gruesome wastelands!" Mim cackled. "In fact, the place we need to go to fix you up is on another world entirely!"

"That makes things easier already," Mozenrath sighed. "Anyway, as you can see, we're a bit lacking in numbers, and we could use some magical backup. You joining us would be as much of a help to us as it would be fun for you."

"How lovely!" Mim crowed. "Then you've got yourself a deal! But first, now that you know who I am, tell me who YOU all are."

A few minutes were spent on introductions. After hearing about Mozenrath, Roman, and Snatcher's résumés, Mim decided that they were the best fit for her after all, and she agreed to join their ranks, which appealed to all three of them. Mim then informed them that in order to access the part of the world she knew that could undo the rodent transformations, they would have to either break into a palace or talk their way in. With everyone but Mim out of commission in the combat department, it was agreed upon that they should try a more diplomatic approach.

"Besides," as Roman put it, "I'm STILL impressed with how Archie just got them to LET US IN THE FRONT DOOR."

"Don't call me th…" Snatcher sighed. "Suppose I'm stuck with that name from you, then?"

"You know you love it." The orange rat nudged the darker rat playfully.

"Of course, a rat can't talk his way into a kingdom," Snatcher pointed out. "Madam Mim, you'll have to be the mouthpiece of his operation."

"And what am I supposed to tell them?" Mim asked. "That I want to steal alchemical materials from them in order to turn three evil knights back into humans?"

"You might be the one doing the talking," Snatcher reassured her, "but I'll supply the words. I recommend you find some sort of cloak with a hood. That way, I can speak to you from your shoulder unseen."

Mim made a grabbing motion in the air. She flicked her hand, and a length of deep purple fabric snapped into it. As Snatcher climbed up onto her right shoulder, Mim flung the cloak around herself gently, fastening it loosely at the neck. If one was really looking, one could see a slight bulge where a rat was sitting at her shoulder to advise her.

"And Roman and me?" Mozenrath asked.

"And me!" Xerxes chimed in.

"And Xerxes," Mozenrath sighed.

"You'll just get to stay in here." Mim produced a purse from thin air in much the same way that she'd rustled up the cloak.

Mozenrath tentatively climbed inside. The purse's interior was bigger than its exterior, and its innards turned out to be a storage facility for a myriad of objects, all of which seemed rat-sized. There were even some slightly weathered cushions for Mozenrath, Xerxes, and Roman to sit on. When Mim moved while wearing the purse slung over her left shoulder, the interior remained stable, and its passengers didn't feel as though they were moving at all.

"There's a lot of impressive magic going on here," Mozenrath remarked.

"If I told my old boss that there were this many people running around with real magic," Roman pointed out, "she'd flip a lid."

"We're all set!" Mim crowed. "OFF WE GO!"

"To where, exactly?" Snatcher inquired.

"Why, to the Kingdom of the Sun!" Mim announced before vanishing.

...

The skies were even brighter over the Kingdom of the Sun than they were over Arthur's England. The elevated palace, carved in the rough shape of a squarish face bearing a fanlike crown, was made entirely of gold, and those milling about in the village below tried to avoid looking directly at it during the afternoon for fear of being blinded.

Within this palace, there was a room where the throne was elevated as well, high above all who came to see the emperor among the walls of crimson. The emperor himself sat here: a bony young man with raven-black hair, robed in bright red and bearing a crown that matched the shape of the palace.

Down below, a burly guard, painted half blue and half red and bare-chested to show this off, approached the throne. "Emperor Kuzco," he announced. "There is a visitor here to see you from one of the outer villages."

"Well, don't keep 'em waiting!" Kuzco said excitedly. "Show 'em on in!"

Two other guards flanked the cloaked Mim as she entered. Snatcher got a good look from his vantage point on her shoulder, but Mozenrath and Roman had to have a little squabble over who got to peer out of the top of the purse first. When Mozenrath got a look at Kuzco, he seriously regretted it. He'd always thought he was incredibly accomplished for his age, but in the past two hours, he'd faced down a king several years his junior and an emperor who looked to be exactly his age. It wasn't humbling so much as it was infuriating.

"Hey there!" Kuzco greeted the stranger. "So. What can I do ya for?"

"He's not much like that Arthur child at all," Snatcher muttered.

"You're not much like that Arthur child at all," Mim stated out loud.

Snatcher groaned. "Not. YET."

"Whoops!" Mim clapped a hand to her mouth.

"Um…what?" Kuzco asked, baffled.

"Oh, nothing!" Mim shook her head. "I've come here with…er…"

"Grave tidings," Snatcher whispered.

"Grave tidings!" Mim finished.

Snatcher whispered more into her ear.

"You see, where I come from, everyone's fallen ill with a dreadful plague," Mim informed Kuzco. "They're dying left and right!" She said all of this with a great grin upon her face at the thought.

"Um…no offense, but you seem a liiiiiiittle bit too happy about all the death in your village," Kuzco pointed out.

"Madam Mim!" Snatcher hissed. "I realize an incurable pandemic is a source of infinite joy to you, but for the sake of all of us, play the part! Show some grief!"

"I'm not happy about it at all." Mim slapped on a frown. "In fact…" She buried her eyes behind an arm, pretending to cry. "I'm DEVASTATED! OOH BOOHOOHOOHOOHOOOOOO!" Her wails echoed off the walls.

"Hey…" Kuzco grabbed onto the cord of a decorative pendulum that hung from the ceiling, using it to slide down to the floor. "Hey, it's okay!" He approached Mim gingerly, reaching out to pat her shoulder comfortingly – thankfully the left one. "There there. We're gonna figure this out, okay?"

"I've heard," Mim blubbered through her crocodile tears, "that there was a laboratory here…that was used for all sorts of medicines and cures. You don't suppose there's a way…"

"Well, I've never heard of anything like that being down in that lab," Kuzco told her, "but we can sure check it out, okay? Come on. Let's go."

He led the overacting Mim out of the throne room and down toward the laboratory in question.

...

The lower levels of the palace were much more grim in palette than the upper. There was a distinct lack of gold and crimson, replaced instead by gray and black stone. Kuzco led Mim and her hidden entourage through a labyrinth of claustrophobic tunnels until they reached a stone head of an unknown animal carved in the wall. Two of its bottom teeth were carved upward to form long levers. Kuzco took his place before the stone head, gesturing to it; "Would you like to do the honors and pull the lever?"

"WOULD I?" Mim shrieked happily, darting toward the stone head.

"Not gonna lie," Roman whispered to Mozenrath and Xerxes. "A little jealous that she gets to pull the lever."

"Hmmmm." Mim looked over her two choices.

"It's the one on the – " Kuzco began.

"THIS one!" Mim wrenched the left-hand lever down.

Kuzco managed to sputter "NO, NOT THAT ONE!" before the tile beneath him on the floor opened up, plunging him down below. There was a distant splash. Then the tile closed back over.

"…I believe you've just murdered the emperor," Snatcher pointed out.

Mim shrugged, almost sending Snatcher flying. "Oh well!"

A section of the wall opened up, and Kuzco strode back into the hall, kicking a crocodile in the jaw so it wouldn't follow him; the wall closed back up behind him, sealing the crocodile away. "O-kaaaaay!" Kuzco announced. "Where were we?"

This time, Mim pulled the correct lever, sending Kuzco, herself, and all her hidden passengers flipping around to the other side of the wall, landing in a two –person cart. As a voice overhead advised to please keep arms inside the cart at all times, Snatcher barely had time to wonder who was even speaking before the cart plunged downward on a stone rollercoaster track.

Inside the purse, Mozenrath, Xerxes, and Roman only felt a gentle incline. Mim and Kuzco, sent on a rushing ride, screamed with joy, throwing their hands into the air. The unfortunate Snatcher dug teeth and claws into the fabric of Mim's shirt and cloak, hanging on for dear life lest he get flung off the back of the cart and splatter against the stone.

At last, the cart pulled to a halt, flinging Mim and Kuzco off. As they landed, they found themselves dressed in white lab coats. "Yeah, don't mind this," Kuzco said, shrugging off his coat. "The last person to own this place had some…quirks."

Down in the purse, Mozenrath, Roman, and Xerxes listened intently to what was going on above. They were briefly interrupted when Snatcher crashed in on them, immediately collapsing. "I…need…stability," he gasped.

"Um…you okay there?" Roman put a paw on Snatcher's foreleg comfortingly.

"I am most likely about to be sick," Snatcher answered. "One of you get up there and do the talking." He bit back what would have been a wave of vomit.

Mozenrath took that as his cue to scramble out of the purse and up Mim's sleeve to rest on her shoulder, leaving Roman to tend to the thoroughly disoriented Snatcher ("You're okay, Archie, just take a deep breath…").

"So anyway, here's the lab." Kuzco gestured around to the enormous chamber, which was filled with glass beakers and distillation and alchemy equipment of all sorts.

Mim and Mozenrath's attention was diverted by a flicker of gray movement somewhere between all the beakers on one of the tables. As Mim turned to get a better look, a haughty gray cat with a thick and luxurious coat came into view, glowering at Mim for daring to trespass upon her territory.

"Let's see…" Kuzco looked around. "I know THAT was where our last royal advisor kept her transformation potions…" He pointed to a large owl-shaped cabinet; the doors were carved as wings.

That was exactly what Mim had been waiting for. With an "OOH!", she rushed to the cabinet and flung the wing doors open wide to find the shelves completely empty.

"Don't bother," a high-pitched voice sighed. Mim turned to see that it was the cat who had spoken. "They threw all of THOSE out to keep me in line."

"Oh!" Kuzco strode toward the cat. "This, by the way, is Yzma. And she is completely one hundred percent evil, so don't listen to a word she says."

"There was a time when the whole empire listened to every word I said!" Yzma reminisced. "There was a time when I was the beautiful, glamorous royal advisor!"

"You let a talking cat be your royal advisor?" Mim asked in wonder.

"I WAS A HUMAN THEN, YOU IMBECILE!" Yzma screeched.

"Yeah, she was a pretty great royal advisor," Kuzco elaborated. "And a GREAT mad scientist. Right up until the point where she tried to kill me but accidentally turned me into a llama, and then she became the world's WORST empress for about two days before I turned back up, she became the most wanted criminal, and now she's our adowable widdle mascot!" Kuzco ruffled Yzma's fur, much to the cat's displeasure. "Awen't you just da cutest widdle THING!"

"Don't touch me," Yzma grumbled.

Mozenrath's interest had become severely piqued. So this cat had once been a conqueror as well; a now disgraced one. And one with flair, too, it seemed, if her manner of speaking was any indication.

"So what you're saying is you're completely out of human transformation potions?" Mim asked.

"Yeeeeessssss?" Kuzco answered. "But we weren't looking for that. We were looking for a cure for your plague."

Mim waited for advice to be slipped to her. Mozenrath whispered, "Tell him that is the cure for the plague."

"That is the cure for the plague," Mim parroted.

"So you're saying the plague turns people into animals." Kuzco was growing skeptical.

Mim waited once more for counsel.

"Drop the pretense," Mozenrath hissed. "After all, he's too young to have any avenging heirs."

"I'm afraid we're done doing business here," Mim told Kuzco with a sly smirk.

Yzma watched with interest. This was taking a turn she hadn't expected, and she was liking it.

"Uh…what are you doing?" Kuzco asked nervously as he watched Mim's form begin to change shape.

Mim transformed into a large lavender jaguar studded with black blotches. Her purse of holding dangled from around her neck, and Mozenrath sat square upon her back, just behind her shoulders. She gave a snarl.

"Uhm…lady…?" Kuzco backed up nervously.

Yzma, at about this time, was wishing she had some snacks to eat while watching this delightful show.

Mim waggled her shoulders in true cat fashion before making a lunge at Kuzco, claws extended.

Kuzco leapt backward, just out of the way, as those claws came down on empty air. He fumbled, finding a cord that dangled from the ceiling, and yanked it hard.

"Uh-oh," Yzma muttered.

The walls opened up to reveal lines of guards at attention with raised maces; an alarm bell was sounding repeatedly. "TRYING TO KILL ME!" Kuzco sputtered, pointing at Mim. "CRAZY CAT LADY TRYING TO KILL ME!"

Maces hoisted high, the guards charged Mim at full speed.

"RUN!" Mozenrath yelled out of pure instinct.

Mim turned and bolted down a nearby hallway as the guards gave chase. "I could take them if I were a dragon, you know!" she growled.

"There are too many, and there are still too few of us!" Mozenrath reminded her. "You realize that ordinary sized humans HAVE slain dragons before, right? Just get us back home!"

"WAAAAIIIIIIIT!" The high-pitched cry came from Yzma, who had made pace with Mim's gait. "TAKE ME WITH YOU!"

"And why should I?" Mim asked indignantly.

"Because I'll make you all the human transformation potions you want!" Yzma promised. "All I need is a lab, the right materials, and a pair of actual hands to do the work for me! But please, PLEASE don't leave me here! I can't put up with being Kuzco's 'adowable' mascot one more day! I want to be my glorious human self again! I want to be an EMPRESS again! You just tried to murder the emperor, so you must want what I want!"

"We are in the business of world conquest," Mozenrath informed Yzma, leaning over Mim's shoulder to address her. "And I will admit, your story intrigued me."

"You're the one who needs to be turned human, right?" Yzma deduced. "Take me with you, and you'll have it! And so will I!"

"If you promise to help us with our mission of dominating every kingdom and collecting as much magic as we can get our hands on," Mozenrath offered, "you're in."

"You won't regret this!" Yzma promised.

"Mim," Mozenrath commanded, "take us home."

The jaguar, the three rats, the eel, and the cat all vanished, and the guards skidded to a befuddled halt.