A/N: I don't own the 2011 Thundercats series; credit for that goes to Warner Bros. I do warn you there will be use of OCs in this story (I'll give credit for each of those where it's due,) so if you don't like the use of OCs, then you're probably better off not reading this. Anyone else, please feel free to R&R!


The tip of the blade scratched against the stone floor, a horrible grating sound that did nothing for his nerves as he backstepped wildly. He'd known they would ambush them; Panthro had feared as much and been rather vocal about it. But none of them had been expecting this. His heart pounded wildly, and he snapped his wrist up, bringing the Sword of Omens up at an angle, to better block a second barrage of swings.

But it never came.

She stopped, watching him quietly. She'd stepped back after her quick assault, deepening the distance between them once more, her eyes boring coldly into his.

"…Why?" he asked, his voice breaking. But she said nothing, continuing to simply watch and wait. All around them, the squadron of lizards had formed a ring, watching with bated breath. Their eyes were wide, their pupils thin slits of shock. A quick glance among them didn't reveal their collective age, but Lion-O guessed that if they weren't very young, they were still a very new regiment, probably fresh recruits, and hadn't witnessed anything like this before. He turned away from them and repeated his desperate question.

"Why? Why are you doing this? What happened? What changed?"

Her face tightened in a grimace, and he thought he saw something flash in her eyes. Regret? Pain? For a moment, his heart swelled with a tiny kernel of hope. He slowly lowered the Sword of Omens, and swept his hand back to indicate the others behind him, still being held by the lizards who had grabbed hold of them. They'd been struggling at first, but like the enemy, had quieted to watch the fight unfold in pained shock.

"We're friends. All of us. Don't you remember that?" he said gently, hoping his words would sever through to her. Secretly he prayed she was under some kind of spell, and that his mention of their friendship, the things they'd been through together, would shatter it, or at the very least, disrupt the hazy fog enough for her to break it herself.

"We are friends." she said sadly, shattering his hope. "But sometimes…"

She trailed off, looking away, and the lizards began to stir restlessly. Clearly they weren't sure whether to interfere or stay where they were. Lion-O wished his companions would take advantage of the lull and break free, but not even he could turn away and start running. Not yet. He had to be able to get through to her.

"A truly dramatic display."

The voice set his blood to fire in his veins and drove icy chills through his spine. He jerked his head up, looking at the overhand, and found two pairs of eyes looking back. One set was dark, set in the smug, indifferent face of Grune, who was smiling coldly at him. The other set glowed brightly from within the folds of a blood-red cowl, glinting with malicious pleasure as he spoke again.

"But I tire of this, my dear. Kill him."

She didn't even look up as he gave the order. Something surfaced in her expression, then it went impassive once more.

"Please…" he pleaded, trying one last time.

She bent forward and charged at him.