AN: I wrote this fic partially because despite loving the cartoon, I was always very put off by the rampant and accepted classism inherent in the story. Also, I wanted to address some plot-holes in the story, some of which were understandable given that this was a kid's show, some of which were not so understandable.

I also wrote this because it always bothered me how blatant a plagiarism Jaga was of Obi-wan Kenobi, so I want to make his character as unlike Obi-Wan as possible.

Chapter One:

"I don't know what we're going to do."

Lion-o looked down at the Sword of Omens lying on his lap. For the first time in a long time, Lion-o had to try really hard not to cry. The sword had once been his life-line, his greatest ally. Now it had turned against him.

Recently, for reasons no one could understand, Lion-o had lost control of the sword. It stopped sending out the Thundercats signal every time Lion-o summoned them, at first only a couple of times, but it's failure to do so was increasing daily and now getting it to work properly was a miracle. Other times, it flew from Lion-o and stuck itself in the ground and Lion-o would have to wait for it to decide to come out to get it again. It stopped giving him his sight beyond sight more and more too. It would even fight against Lion-o's movements when he fought with it, sometimes angling itself in the opposite direction Lion-o was wielding it, sometimes growing too heavy for Lion-o to even lift it, sometimes even shrinking its blade down to the size of a butter knife. Even more mysteriously, whenever Lion-o put it away in its spot in the weapons room, it would disappear and show up in places farther and farther away each time. Everyone swore up and down that they were not doing it, and they had gone after all the usual enemies to see if they were up to something, but nothing. They put surveillance cameras in the weapons room, and to their shock found that the sword was moving on its own, figuring out how to operate the doors and floating away, and always in the same direction.

"It's almost like… It's trying to run away." Lion-o said. "I just can't figure out."

He was terrified, not just for himself but for the others as well. In every battle, the sword's power had always come through at the end when all other hope had been lost. Whenever Lion-o was at the end of his rope, he had the Eye of Thundera to save him. Without it, what was he? Sure, he had made it through the trials without it, but almost all of that was blind luck. Without their weapons, the others still had great advantages. Panthro had his strength, Tygra had his brain, Cheetara had her speed, the kittens had their agility and cunning as well as each other. What did Lion-o have that was special? Yes, he was Lord of the Thundercats, but that was mostly because he was the master of the sword and had the right parents. Now he couldn't control the sword, where did that leave him? Yes, he was the one who was supposed to, and always could, protect the Thundercats, but that was because of the sword. Otherwise, what kind of leader could he really be? Technically, he was actually younger than the twins by a year. He had the mind of an eleven-year-old and the body of a grown cat. He was so often foolish, reckless, thoughtless, he couldn't see things coming or be a voice of reason like Cheetara, and wasn't really sure he matched her at courage, either, couldn't build machines and wasn't as good at hand-to-hand combat as Panthro, he didn't know anything about science or building things like Tygra and he certainly wasn't as smart. He couldn't heal people like Pumyra, or deal with metal like Ben-Gal. He wasn't as clever, adventurous, or agile as the twins and wasn't nearly as good at planning and planting traps. He often did and said mean and hurtful things without meaning to, abused Snarf, and people always had to tell him to be mindful of his ego. What kind of leader was he, really? He wasn't worthy to lead the Thundercats and never was. All he could ever bring to the table was his sword.

Without it, the Thundercats were incredibly vulnerable. Their greatest weapon was gone and with it went their leader's confidence.

They all sat around the conference table, all of them too scared to speak. Part of it was their fear of making everyone else, especially Lion-o, feel worse. But the real reason was none of them really could think of anything to help either the mood or the actual situation.

The silence lasted over an hour, with all of them just staring at each other until finally, Wileykit lost it. "Ahhhhhh, fuck!" She yelled, banging her fist down on the table. "Where the fuck is Jaga?"

"Kit! Language!" Cheetara admonished her. "You should know better than to use language like that, especially when talking about Jaga!"

All the rest of them just gaped at her, but Wileykit didn't back down.

"I'm not going to apologize because I'm not sorry." She insisted. "I have no reason to be and I'm only saying what everyone is afraid to say. It needs to be said. Jaga promised to always be with us and give us counsel when we were at the end of our rope. But now, when we need him most, he doesn't show. The dead bastard abandoned us in our time of most need—"

"Kit, that is enough." Panthro said, but she didn't listen.

"And you know what else? I think he purposely kept stuff from us, I do. I mean, he knew everything there is to know about the Sword of Omens and the Eye of Thundera. He knew more about that damn things than any of us ever knew about anything. He had to have known something like this could happen, but does he warn us? No-"

"Stop it, Kit!" Tygra said, raising his voice, but she kept going.

"-Does he tell us anything? No. Does he leave any information that could help us out in situations like this? No. Instead, he just shows up at the last minute whenever he wanted to give us a tidbit of information that we probably could have used earlier to avoid almost getting killed in the first place. And you know what? That's stupid. That's painfully stupid. That's fucking idiotic on a level that outdoes Kat and I when we stole and played around with your weapons—"

"Kit, please!" Kat begged her.

"Shut up, Kat. You know what? I don't think that level of stupidity is possible, at least not for him. As mad as I am at Jaga, I won't call him an idiot because he was always smarter than all of us put together and tripled. No, he chose to do things this way because he didn't want to die, he wanted an excuse to keep coming back to the living world, even if it was only as a ghost, so he purposely kept us dependent on him and the amount of information he could have given us—"

"KIT, STOP IT RIGHT NOW—Snarf." Snarf said.

"No, I didn't just suddenly come to this conclusion because I'm fucking pissed, I've been thinking about this for a long time and it's the only logical explanation I can think of. Jaga was fucking too afraid to move on, and was willing to risk us, the last of our race to avoid doing it-"

"Wileykit, if you say one more word…." Pumyra said.

"-Now I'm guessing he either is afraid of facing me because I've figured it out, he's finally moved on and was too anxious once he was ready to take the time to give us the rest of what we needed, or he's afraid to help us with this for some reason."

"LITTLE KITTEN, I ORDER YOU AS LORD OF THE THUNDERCATS-"

She turned to Lion-o. "I don't give me that fucking 'Little Kitten' shit, Lion-o. In case you've forgotten, I'm not just older than Kat, I'm technically older than you as well. Don't think just because you're bigger than me that you know better because at the end of the day, you're still just an overgrown kitten. You should be even more pissed at Jaga than I am, because he screwed you over more than anyone. He gave you, a child, the responsibility to lead our dying race and how did he prepare you? Oh, right, he gave you a sword and put you into a suspension chamber that ended up aging you anyway then randomly started appearing to you and no one else, giving you advice way too late and making you look like a schizophrenic in the process. You're twenty-six years old, Lion-o, you don't know who your family was, you don't have the foggiest idea as to how the old Thunderan government worked, you've never learned about business, laws, or any forms of actual government or how they work. You have no diplomacy skills other than simple charm. You have no idea how the Eye gets its power, how the sword works, or how it was used before you had it. In every conflict we've had, you've been forced to call on us to save you, relying on the sword again. And that's not the only way you've had to rely on others. You've been dependent on others your whole life! You needed Tygra to build us a home, Panthro for transportation, Cheetara to warn you of pretty much everything and lead us into a plan. Why do you think Snarf still follows you around? Do you think he puts up with your bullshit and risks his life because it's a habit? No, it's because he's afraid that if he didn't, you'd end up killing yourself or offending someone in the dumbest way imaginable. Without him, you wouldn't remember to feed yourself or bathe. You don't know how half the technology we possess works, and, because you spend so much of your time out looking for adventure, you usually have no idea about the daily goings-on around this place. You've been hanging on by a thread ever since we landed here and why? Because Jaga never bothered to properly train you so you'd know what to do if the sword ever failed you. He set you up for failure, made you feel dependent on a fucking weapon, and never cared enough to leave behind something or someone who could teach you because he was an arrogant, short-sided, proud—"

Before he knew it, Lion-o had slapped her as hard as he could, sending her flying into the security console.

"Kit!" Wileykat cried, running over to where his sister landed. He knelt down and helped her up, looking at Lion-o with more hate than Lion-o had ever seen someone give him, more even than Mum-ra. Kit shook her head in confusion for a second, then clutched her face, looking at Lion-o in fear.

Despite the fierce rage Lion-o still felt for Wileykit, the looks on the Thunderkitten's faces still shook him. No matter how mad he was, he still loved them dearly, that they should hate him was painful, that they should fear him was excruciating. He couldn't bear to look at them, so he looked away.

"Get out of here, go back to your room and don't come out until I give you permission."

Wileykat helped Kit walk to the door, but before he opened it for her, she turned around again.

"Jaga is still not here, despite everything I said about him," she said, looking determined. "And you know what? There's another way he completely screwed us over that I can't believe none of you haven't thought of before. There are nine of us. NINE. Only three of us are female. THREE. One of them, me, is young enough to be the daughter of any of the males here, excluding the one who happens to be my twin brother. How the hell do you people fucking expect us to be able to rebuild our population? Right now, we have only two people capable of bearing children. Eventually I should be able to, but that could still go wrong. Males outnumber females three to one. Males can father hundreds of children with no problem, there are only so many kids a woman can push out. Even if we do manage to reproduce, I'll have to mate with males twice my age, I was probably meant to mate with Lion-o due to my age, but thanks to the chamber malfunctioning it really doesn't matter anymore, and you know what else? Because of the scarcity potential mothers, the amount of differing genes will be so limited our descendents will end up being forced to mate with their cousins and have children that are horribly inbred. That's right, because of our population and male to female ratio, a result of the crew that Jaga hand-picked, I might add, and could have expanded had he not decided packing crates of toys were more important, our race is doomed to declining intellect, mental defects, and physical deformities. Oh, and since six of us come from the aristocracy, our ancestors probably already got the ball rolling as far as inbreeding goes. So even if we do get the sword working again, which we won't, it won't matter much because our grandchildren will be too stupid to know how to hold the fucking thing anyway. Now, if you'll excuse me."

She left the room with Kat. All of them looked at each other in shock and fear.

"By the Eye of Thundera, she's right…." Tygra said, his eyes as wide as dinner plates. "The possibility of nine members of the same species able to produce an entire race is extremely small. The only groups that small who have managed to produce a healthy race are ones where females were the majority. Maybe in a blue moon a male majority by one could work, but I don't even know if that could be possible. Males outnumbering women three to one? I don't even have to calculate very far to know there's not a chance in Hell."

"What about the warrior women?" Panthro asked. "They mate with human men of Third Earth to continue their line. They wouldn't be full blooded Thundercats, but at least they won't all be related. What if we mated with them?"

Tygra shook his head. "Wouldn't work. The definition of a species is a group of creatures able to produce offspring that are capable of producing their own offspring. They're a different species than us, close, but we're still two different animals. Trust me, it's been tried. You can cross-breed a horse and a donkey, but then all you get is a sterile or barren mule. We'd create a generational dead-end. And even if it did work, the Warrior Women would let us have the boys, but they'd keep the girls for their own. I can't believe it never occurred to me before…"

"I can't believe it occurred to Kit, Snarf Snarf."

Tygra looked at the others closely. "And the details of it too… Did anyone know Kit was that intelligent?"

All of them shook their heads.

"I've actually thought the opposite, to tell you the truth," Lynx-o said, "There have often been times where Kat has said or done or failed to understand something that has made me think, 'That boy has very little going on between his ears.'"

"I hate to say it, but me too." Tygra said.

"Guilty as well," added Cheetara.

"And you've had similar experiences with Kit?" Pumyra asked. "Because I've never witnessed anything to make me think she wasn't very smart."

They all looked around, shaking their heads.

"I guess we're so used to them as a pair that we started thinking of them as pretty much the same person," admitted Ben-Gali.

"Still, her outburst was unacceptable and completely inexcusable!" Lion-o declared.

They all looked at each other again.

"Lion-o, Kit is a teenage girl, a very scared, confused teenage girl," said Cheetara, "When you're that age things are absolutely insane. You don't remember because you skipped that part of your life. And for girls, it's even harder because we go through even more drastic changes and are expected not to be as open about them as boys and in some cases are expected to be ashamed of them. We also have to deal with a societal pressure men don't have to deal with: we're judged sometimes solely on our appearance to an extreme degree and are often looked at as sex objects, our male peers usually judging all our worth on how attractive we are. We have to start doing so many ridiculous things to be deemed presentable and have to deal with all new types of pains and discomforts we can't do anything about and have to accept as a routine part of our lives. Usually we get through it by confiding in other young women going through the same thing, but Kit doesn't have anyone. She just has her brother, who doesn't understand. The two of them have always been a packaged deal and were basically each other's other half. They did everything together and were so much alike I doubt even they could conceive being independent from each other. But now that things are changing, the differences between her and her brother are growing more and more apparent and it's scary for her. And, apparently, all this time she's been making rather grim observations and keeping them to herself. Now, she's no longer a little kitten, no longer exactly like her brother, and our greatest weapon, the thing we've always counted on is no longer working. Everything she has ever known is being turned upside down. She probably has no idea what's real anymore. She's trying to figure it all out and it's getting to be too much. It's no wonder she had an outburst."

"It was pretty shocking, but now that I think about it, it's not so surprising," mused Pumyra.

"Also…. Some of the stuff she said- And I'm not trying to bother you Lion-o- actually makes a Hell of a lot of sense now that I think about it." Tygra said. Panthro, Pumyra, Cheetara, Lynx-o and Ben-Gali all nodded.

"What do you mean? You actually agree with the stuff she said about Jaga?" Lion-o demanded.

"Not all of it, Lion-o," Cheetara assured him, "But, the fact is, there was a lot that Jaga neglected to tell us which we could definitely have benefitted from knowing. He could have at least left us some of the information, such as books or writings or something, but he didn't and he should have."

"And, you know, he usually does wait until the last minute to tell us some crucial detail that could save us," added Panthro.

"And, let's face it, you weren't really prepared to be Lord of the Thundercats when we landed here. Of course, that's on us too." Tygra said.

"There is still a lot you have to learn," agreed Lynx-o

Lion-o felt the rage burning inside him. No! They were wrong! Jaga did everything right! He did everything he could and was the greatest mentor he or any of them could have hoped for! How could they say these things?

"And, like she said, he's not here when we need him the most," stated Ben-Gali grimly. "I mean, you can't deny that, Lion-o. None of us have seen or heard from him in a long time."

Lion-o got up. "I'm not listening to this. I'm going out."

"But Lion-o…" Cheetara trailed off. She was going to point out that it would be dangerous since the sword wasn't working, but decided against it. After what he did to Wileykit, she really didn't want to set him off again.

Lion-o stormed out of the room. There were a few minutes of dead silence and staring, until Pumyra decided she was sick of silence and staring. That's half of what they did all day.

"What he did to Kit… He didn't even seem sorry about it. What kind of grown tomcat strikes a girl-kitten?"

"I can understand how he feels, but there is no excuse for it. We have to do something. I am worried about her safety," Panthro replied, "And not just hers, Kat's as well. And even you, Cheetara, and Pumyra, you as well. I realize he's still not quite a man yet, but he should have been taught never to strike a woman or child when he was a cub."

"Just another thing Jaga neglected to teach him, I guess." Tygra said. "Cheetara, Pumyra, I know you're not going to like this, but I think it would be a good idea to have you and the kittens move to the tower for a little while."

"What, you actually think he could hit me?" Cheetara replied, annoyed, "When was the last time anyone was fast enough to hit me?"

"Please, Cheetara, he's obviously unstable at this point, I'd feel better if-"

"No."

"Cheetara, he's—"

"No."

"It could be-"

"No."

"You don't-"

"No. And once again, no. Now shut up. I am not going to run and hide because I happen to lack a penis. It is insulting to me and to my entire gender. I can understand Pumyra and the kittens but I don't need to leave. I can more than handle Lion-o. Does he have warped views as to what's acceptable behavior towards women and children? Yes. He doesn't understand how serious a trespass it is to strike either. But he didn't hit Kit because he hates women or because he hates children. He did it because he was enraged, didn't like what she was saying, knew she would not be able to fight back, and because he views her, being both female and a kitten, as a lesser being and therefore not a real person, acceptable to strike."

"I don't like where this is going, that's a slippery slope to blaming her." Pumyra said.

"Of course it's not her fault." Cheetara snapped impatiently. "It's not her fault at all. A part of me is actually proud of her. Lion-o did what he did because he would not control himself, because of his bad attitude, and because he was cowardly enough to think he could get away with hitting a young girl. I have been sensing a violent rage within him for a few days now, he was going to do it to someone eventually. Kit, unfortunately, was the one in his line of fire when it finally erupted. Abusers abuse because they have internal issues and think they have a right to view others as below them and would rather cause harm to that person to reflect the their own suffering than deal with the issues in a constructive way. Lion-o is a young man, a leader, and feels as if he has been weakened. He wants to prove that he's strong, and when you're angry, lost and scared, you tend to pick violence as the outlet to display this supposed strength. He rationalizes it by viewing the victim of his violence as a lesser, weaker being and therefore, not a real person, so to him, it's not as if he hurt a real person."

"Cowardly." Lynx-o grunted.

"Yes, it is, it is very cowardly, but it's the only way Lion-o can defend his actions to himself. We have to tackle not only his problems, but his issues dealing with them, as well as his obviously skewed perceptions of others. He decided Kit was lesser because of sex and size. We need to tackle each prejudice individually. If he sees all the women run and hide from him, it's only going to further confirm his perception that women are weaker, and therefore, lesser. We need to challenge this perception, he needs to be exposed to a strong, smart, capable example of femininity that is not afraid of him, intimidated by him, and can handle him. I can do all these things. Lion-o couldn't hurt me physically, I'm too fast for him. And I'm also the best person to help him with his issues. When he sees not only the example I set, but also experiences me helping him get back on his feet and regain his confidence, he'll gain greater respect for my gender altogether because it was a woman who helped him through his crisis. He'll never think of females as lesser or even consider trying to hurt them again."

"But what about his perception of size and age? How will we deal with that?"

"Well, we could start by impressing upon him his actual age for once." Panthro suggested. "As Kit said, he is technically younger than the kittens, even if he doesn't look it. And since he doesn't have the sword anymore, we could have him take on the Kittens' weapons instead and have the kittens teach him to use them."

"That's actually a pretty good idea," commented Ben-Gali. "But will Kit be up for it?"

"If she's not, we'll have Wileykat do it by himself." Cheetara decided. "He might not like it, but he'll do it if we tell him it's to help his sister. I think Lynx-o and Ben-Gali should go to the tower with Pumyra and the Kittens as well. We don't want to call attention to the particular groups of people we're sending there."

"Alright," agreed Ben-Gali. "But when shall we start all this?"

"Yeah, and what about the sword? We still have that problem to deal with." Tygra reminded them.

"I don't know. We will have to think of something, but in the meantime, sitting around and staring isn't helping much, we might as well attend to the problem we can deal with until we come up with a solution to the one we can't." Pumyra answered.

"Agreed." They all said in unison.

"Why don't you all leave with the kittens tonight?" Tygra said, "I still feel a little uneasy about their safety."

"That sounds fine," replied Lynx-o, "Pumyra, why don't you go to their rooms and tell them?"

"Okay, in the meantime, why don't one of you go out and follow Lion-o in case he gets into trouble? I'm worried about his safety too." Pumyra said, getting up from her seat.

"Good idea," said Tygra, "I'll go, I'm best at stealth, after all."