Disclaimer: The SWAT Kats are owned by Hanna Barbera and the Tremblay Brothers. I own the OCs.

The story wanted to take a dark turn, so here it is.

MisaRae, thank you for doing over this on such short notice. You were right, there was no reason to make this overly emotional.

Two of David's guards were sitting in a break room off in a adjacent building from the main structure. They were each drinking a cup of coffee and discussing family matters when one of them said, "I don't know about you Frank but David is becoming unstable." He took another sip of his coffee and has he lowered the cup to the table, he asked, "Have you seen the way he shakes and sweats? Ever since the queen got married and Artemis left, he really lost his composure."

"Watch what you say inside of these walls Carter," Frank said as he looked around to make sure that no one else was in ear shot of their conversation. "I have seen the way he has been acting lately and it scares me. He has even started carrying a gun."

Carter leaned across the table and said, "This place is falling apart at the seams and I don't want to be here when the the walls come crumbling down around him."

"Neither do I, I have a young family to think about and I don't need to have Marilyn having to explain to Jocelyn and Joseph why their father is not coming home anymore," Frank said.

"Their good kittens Frank, I used to love watching their faces as they ran around the courtyard. Now if they were to come here, they would be scared out of their minds. Oh, I never told you, Olivia is pregnant with our first kitten," Carter said.

"That's great news Carter!" Frank said as he rose up to embrace his friend. "I know you two have been trying for over a year for a kitten and finally Bast blessed you both with one."

"Yes she did. You should have seen the look on Olivia's face when the doctor told her that she was pregnant. She looked like she saw a ghost," Carter said before he chuckled for a minute, then he said, "We should get back to our jobs, as much as I hate David for what he turned this place into, he still pays us very well to protect his tail."

As they pushed themselves away from the table and stood, Carter looked around one last time before he said, "Higgins has a good plan to turn this place around and bring it back to what it once was."

"He mentioned something to me yesterday as we passed the hall Carter but I really couldn't hear what he said," Frank said.

"I'll fill you in after our shift is over tonight Frank," Carter said as he picked up the two cups and brought them over to a gray plastic bin. He put the two cups in the bin and walked back to his friend, then asked, "How would you and Marilyn feel about being god-parents to my kitten?"

"Marilyn and I would love to Carter," Frank answered. "Let's get this over with and go have a celebratory beer after work."

They left the break room and returned to their posts outside of David's office for the rest of their shift.

Meanwhile, David was going over several plans to take over the city and turning it into his own personal kingdom. Everything seemed perfect, on paper with the exception of not having the queen by his side. All of the plans he concocted required the queen to be with him, or they would fail miserably. Out of frustration, he let out a primal scream as he swept all of the papers that were on his desk onto the floor.

Frank and Carter heard the commotion from outside of David's office and they barged in to see what was wrong. But before either one of them could ask David, he pulled out his weapon and shot Frank in the stomach.

Frank felt a burning sensation in his abs, instinctively grabbed his stomach, and fell to the floor, grimacing in pain.

Carter fell to his knees next to his friend, then lifted his head to David and asked, "What the hell is wrong with you lately!? Ever since Callista married Ulysses, you have been acting worse than a scared kitten! And now you shoot one of your own guards! You're losing it David!"

David just stood there trembling with the still smoking gun in his right paw as Carter yelled at him for shooting his friend. However, paranoia ran deep through his veins as of late and his judgement was clouded over by jealousy and rage. He raised the gun and aimed it at Carter's head, but before he was able to pull the trigger, another guard ran into the room and noticed what was happening. He ran over to where David was standing and ripped the gun from David's shaking paw. He whipped his head to the left to face Carter and said, "Get him to the infirmary, I'll deal with David. Go!"

"Yes sir," was all Carter could say. He picked up his friend and ran dow the halls to the infirmary.

Carter's superior returned his gaze to David and asked, "Carter is right, you are losing grip. You just shot one of your most loyal guards. Please tell me what is going on, my oldest friend?"

"The queen is married and Artemis has left the compound, I need both of them to carry out my plans, especially the queen. No one will follow my orders if I'm not the king," David said.

Carter's superior looked David in the eyes and instantly knew his friend was losing sense of reality and must seek help if he was going to regain any sense of sanity. "David, as a friend, I'm begging you to stop this madness once and for all. Callista will never agree to be yours or go along with your plans to rule the city. The Society was once a haven for those with abilities to grow and nurture their powers to help those around them and now, this place is full of doom and gloom. Whatever light there once was, is now gone. Please stop plotting against those who know nothing of this place and magic and let's rebuild The Society, together."

David looked into his friend's eyes and said, "Robert, you're right, I do need to turn this place around and fill it with ones that see things, my way." David pulled out a knife from the sheath attached to his back and stabbed Robert in the chest. As he twisted the blade embedded in Robert's chest, he said, "The queen will be mine, no matter what, and you dear friend are too soft. I need ruthless, heartless, drones to do what needs to be done and not cats that question my sanity." He walked over to the door and left Robert bleeding on the floor. "Goodbye my old friend, rot in hell," David said as he left the room.

Robert tried to remove the knife from his chest. But every time he tried to pull it out, he wretched in pain. Blood poured from the wound around the blade to the floor and eventually, Robert fell to the floor, one last time and closed his eyes for good.

David went down to the infirmary and found Carter and a male nurse attending to the gun shot wound.

Carter noticed David by the door and spat, "You have some nerve coming down here David! Are you planning on finishing the job?"

"Actually, yes I am," David said as he pulled out another gun and shot all three cats in the head. They died instantly.

By that time, a small crowd formed in the hall outside of the infirmary. They all noticed David murdering the three in cold blood.

David turned around and faced them all and yelled as he brandished his gun, "Anyone else want to question me!?"

The crowd scattered in all different directions to get away from David and his chaotic movements.

One of Michael's allies ducked under a desk and had a phone in her paw. She called Michael and hoped he picked up.

Michael and Hellen were laying in their marital bed, post a very heated love-making session. Both of their bodies were covered in a sheen of sweat and Helen's once prestigiously maintained fur had parts that stuck out in various directions.

Michael planted heavily while Helen was passed out and laying in her left side. He was just about to roll over so he could wake his gorgeous wife and hopefully make love to her one more time. But then his phone started ringing on his night stand. Regrettably, he rolled over and grabbed his phone from the nightstand. Michael looked at the number on the display and knew he had to answer it. "Marisol, what is wrong?"

"Michael, David has gone over the deep end and killed Robert, Carter, Frank, and one of the male nurses. You need to come in and get him calmed down. He'll listen to you, or at least I hope he will."

"I'll be right there Marisol, stay hidden," Michael stated as he searched for his clothes with his eyes.

Helen woke and heard her husband's voice as well as his distress, she rolled over, faced him, and asked, "What's going on Michael?"

As Michael pulled on his pants, he answered, "David has gone insane, he's killed four of his men already and the rest of the staff are running for cover. Marisol asked for me to come in and try to calm him down."

"Michael, you have a family who loves you and two more kittens on the way. If David is killing his own, what makes you think he won't try to kill your too?" Helen asked.

"I don't Helen," Michael answered. "But I have to try or he will continue killing who knows how many more. Please try to get in touch with the queen, we have to act sooner rather than later."

As Michael rose from their bed, Helen also rose and ran over to him. She kissed her husband deeply then said, "Please be careful Michael, I need you and so does your daughter and your un-born kittens."

Michael kissed her quickly and then said, "I will be. Please do as I ask and get in touch with the queen as well as her granddaughter. They both are going to want to know what is happening."

Michael tried to teleport himself over to The Society's building but since he was very nervous about what he was going to witness, he couldn't do it. He slowly lowered his head to face Helen and asked, "Can you zap me over there? I can't seem to do it."

I can, as long as you admit that I'm more powerful than you are, my dear husband," Helen replied.

Michael smirked at her, then said, "I'll do you one better, when I return, I'll worship the ground you walk on and treat you like a queen."

Helen tapped her right index finger against her cheek as she said, "Queen Helen, I like the sound of that. But I have to get you a set of tight breeches for those legs and butt of yours. Bye Michael,"

"Now wait a …" Michael started to protest but Helen raised her left paw high in the air and teleported her husband.

Michael's feet hit the stone floor of The Society's building and he took off running, hopefully finding David before he does anything else rash. He found David, brandishing his gun to several of his constituents who were cowering away from him. Michael tackled David and grabbed both of his paws in his. "What the hell do you think you are doing David!?" Michael asked.

David looked into Michael's eyes and replied, "I need to re-established order here Michael."

"By waiving a gun around!? That is not the way to re-gain order and have the respect of those around you!" Michael said. He turned his head to face his co-workers and ordered, "Leave us, now!"

Everyone left the room, leaving Michael and David alone.

After they left, Michael took the gun away from David and asked, "Would you mind telling me what is going on?"

"Michael, I don't know what to do anymore. The queen is now married and I need her to be mine in order to make my plans work," David answered.

"David, she has married the tom she has been in love with for years, if not decades. No matter what you tried, she would have never been yours. However, the queen has befriended my family. I can ask her to be your consultant when she returns from her honeymoon," Michael said.

David's face lit up ever so slightly, then responded, "Yes, that could work Michael. With the queen as my consultant, I'll have the support of those who still want to follow her. Please ask her on my behalf."

Michael breathed a sigh of relief and moved his left paw over David's forehead. "Sleep and rest David, just sleep, "he said as he put David to sleep.

After David was sleeping soundly, Michael picked him up and started walking down the halls towards David's quarters as he said to himself, "The queen is not going to like this at all, and neither will Helen. David needs to be replaced as soon as possible." Michael's mind went to a very dark place as he contemplated killing David right then. However, if he did kill him, he would never forgive himself and would not be the same ever again.

Instead of letting the dark take over, he put David down in his bed, then zapped himself back to Helen's side. Michael pulled her to him and hugged her tight as his tears fell freely from his eyes. "I wanted to kill him for all he's done Helen, I wanted to kill David so badly, and I think I still do. Why can't I make this feeling go away?"

Helen hugged him tightly and as she stroked his back, she answered, "I don't know what to tell you Michael, but I'm glad you didn't kill him." She then kissed his cheek.

"Helen, dear, he shot and killed four of my friends today. He's losing control and the only way I could get him to calm down was to tell him I'd ask the queen to be his consultant," Michael said.

"Do you really think Callista will be willing to go through with this? We were at her wedding Michael. We both saw how happy she was after she and Ulysses married and you know how much she cares for our daughter! Michael, I know David has to be removed from power and we need Callista as well as her family and friends in order to make it work but I'm torn about letting her into that place."

"I don't want her anywhere near that place either Helen. However, if we are going to be rid of David as well as those who think like him, we need Callista to be the loved and compassionate queen again and rule over her kingdom," Michael said.

Helen pushed herself back from her husband and after she looked into his upset eyes, she said, "This has to be her decision Michael, we can't make her do anything she doesn't want to. However, Callista already knows that David needs to be removed. I have tried to reach Callista while you were gone and failed. She is either shielding herself or must be very far away. I'll ask her once she returns from where ever she and Ulysses are."

"Knowing her, they are off on some remote island enjoying the sun. Let them have their fun Helen, because once we put our plans in motion, there will not be much fun left in our lives for some time," Michael said before he kissed her.

Bathing in the sun was exactly what Callista and Ulysses were doing. They were both laying out on the beach enjoying the sun's rays warming their bodies without a care in the world.

"Callista, I don't want to go back. I want us to live our lives out just as we are without David, the Enforcers, or any of the other crap that we both deal with in the city," Ulysses said.

"I would not mind that either, my dear husband. But you know, we can't. Our family needs us there to help get The Society back to its original purpose instead of what it is now," Callista responded. She got up and straddled his waist before she sat down on top of him and laid down.

Ulysses wrapped his arms around his queen and stroked her long blonde hair. He kissed her right cheek, then said, "I know we have to go back my love. But it doesn't mean that I have to like it."

"I know what you will like though, my husband, and its back in our home waiting for our return," Callista said.

"And what might that be?" Ulysses asked as he pulled her tighter into his frame.

"I happened to buy this little nighty, which is quite risqué for a she-cat of my age. However, I think you will like the way it looks on my body, and even better when its on the floor after you take it off of me," Callista answered.

End of Chapter