Once Upon A Time

by Fuuko no Miko aka Kenumi


Part Deux

Author notes:

Again, many thanks to everyone who has read and reviewed my work, your comments/feedback are much appreciated!

My plan is this to be the final chapter, hopefully so. You know how often I change my mind about these things.

As always, nothing in Thundercats is mine, just some original supporting characters. All of the names of the supporting characters I make up are actually derived from their scientific names as animals, nothing fancy. If you actually look them up on google, such as Crocutta (I actually misspelled it, oops), it literally translates to spotted hyena.

Fluff alert incoming! Don't say I didn't warn you!

Anywho, less nonsensical babbling and more fanfiction shall we?

Patience was a virtue. Unfortunately it was not one of Crocutta's.

She paced back and forth in her cave. Waiting for the Thundercats to summon her with a deal they wanted to make.

It's been over an hour.

"I guess they don't want you as bad." she told the rat and the toad. "What on third earth is taking them so long?"

She had been salivating at the thought of returning to Mumm-Ra's pyramid to be one of his council members again. She also couldn't wait to lay her hands on Grune, after hearing that he's now part of Mumm-Ra's army. He had been partly responsible for putting her here. She was in the middle of summoning her most powerful spell to wipe out the ThunderCats in battle when he shot an arrow through her chest. That had spiraled into their defeat during the Lizard Wars. Mumm-Ra didn't forgive her for that one and thus she now suffers in this hellhole.

Hell hath no fury like a sorceress scorned.

"I'm done waiting!" she declared angrily. Against better judgment she disappeared from the cave to reappear on the surface where her mystical tree grew. She had not completely recovered from the spells she has been doing in the last few days and it was beginning to take a toll on her health. She had begun to get weaker and weaker when she did her disappearing acts.

She reappeared slowly in a mist. When all the dust settled, her mouth fell open when she saw what was there.


Absolutely nothing.

Not the thundertank. Not the thundercats. Not even her tree.

Even all the mushrooms were gone.

On the ground she saw the tracks of the tank going forward to a different direction. On the trees were fresh markings leading to a path.

What the hell?

She couldn't help but howl in fury.

The stupid cats had left. They apparently didn't care who they left behind.

Realizing she had lost this golden opportunity angered the hyena to no end. She had tightness in her chest, was hyperventilating and seething. Her claws clenched in repressed anger.

She stomped angrily at the roots of the tree where her hrooms had grown. She smashed her magical staff at the stump of it. She went on about this for a few minutes before settling down. Aging has its repercussions and she couldn't vent out as well as she used to.

Feeling the physical toll on her, she decided against magically transporting herself back to her cave. She instead shuffled over to a tree exactly a few feet away from her hroom garden where it was hollowed out. She carefully slipped into it and through a passageway into the ground started heading back to her lair.

That her eyesight was poor was an advantage the cats figured out. What she didn't see while eyeing the paths of the thundertank was a very thin, copper-colored web that floated several feet off the ground above her head. Had she followed this thread that led to a different direction, she would've found what she had been looking for.

As she angrily marched down the stairway that led to her cave, she didn't notice that she was being followed by a spider that was weaving a web.

Invisibility sure had its perks, in more ways than one.

Tygra stealthily followed the witch, taking care not to make a sound as he did. On his shoulder was the copper-footed spider he had made friends with, weaving a trail that he could follow on return. At the opposite end of it was the thundertank. Fortunately the web that this spider spun was wire-thin and very durable. It wasn't one that was easy to cut or break, thus its usefulness is stringing bows and weaving nets.

The place she had led him to was deep underground, damp and smelled of death. Tygra could see the remains of many a lost soul who happened to end up this way of the woods. Thus the name, The Forest of Infinite Tears. There were enough torches to light the way thus making it look almost daylight-bright in there. After about half a mile of cave, the end of the tunnel was in sight. The walls were lined with makeshift shelves packed with books, powders and dried herbs. There were cauldrons, pots, and scattered pages of what appeared to be incantations. At the very corner of the cave, he laid eyes on a sight that struck him in horror.

Cheetara? WilyKat?

Chained to the floor were a rat and a toad. The rat was in tears, crying hopelessly. The toad appeared still and steadfast, as though formulating a plan of some sorts. Its rose-colored eyes gave away its identity.

Tygra was aghast as he approached the two small creatures carefully. He kneeled right next to the toad. It reared its head towards him, knowing he was there despite not seeing him. He tentatively reached out and rubbed its warty head.

Gods, what did she do to you?

He clenched his teeth in anger, stifling the desire to whip out his weapons and teach the witch a lesson she was never going to forget.

His gaze met the toad's own and seeing the dread in them wrenched at his heart.

I'm going to save you and WilyKat, my love. If it kills me.

"Well, I guess you two weren't important enough for them to trade for." The hyena snapped at her prisoners. "They have left my lovely forest, and took all my hrooms with them!" she cussed out as she wearily sat on her chair next to a number of cauldrons. "I guess I'll just make do with you as slaves." she yawned. She was too exhausted to notice the other presence in the room that had been trying to free her prisoners. She closed her eyes and in a drop of a hat had fallen asleep. Her snore filled the small cave with sound.

This would have all been easier if Wilykat and Cheetara weren't transformed into animals, Tygra thought. Their plan had been to follow the witch, free the cats and head on out of here. The spider's web was his guide to get the two back to the ThunderTank. Now that he's seen then transformed, he wasn't quite sure. He didn't have a plan B.

Should I just take off and worry about transforming them back later?

Or should I wake up the hag and threaten her to change them?

His thoughts were interrupted when the spider on his shoulder suddenly jumped ship and made a dash for a specific line of potions at the corner. Tygra held back trying to call the insect back. The spider had looked at the vials one by one and settled on one that had some green mist in it. The spider tipped it over, allowing some of the contents to spill on it. In a heartbeat the spider had fallen to the floor, seemingly dead. Tygra held back a gasp until he saw it move its legs again. When it did, a green smoke surrounded it. The spider had grown bigger, and when it all cleared, it turned out to be a half-man, half-arachnid, dressed in royal robes of red.

It spoke to him telepathically before the tiger could say anything.

"Thank you, friend." The spider said. "I am King Arachnor of the Spider Kingdom. This witch had me and my army trapped here for many years. I have never had the luck to break into her abode until you led me here today. Her magic has protected her lair for many years and has been impenetrable. You and your friends have weakened her enough for me to be able to get through. For this I thank you!" He explained.

"Can you help me?" Tygra was surprised he could mentally communicate with the spider. He had both Cheetara and WilyKat in his hands. "To break the spell on my friends?"

"That potion I used should work." He replied and tried to reach for it, but before he could, a staff had knocked his hand off and spilled the potion on the floor.

"Try to sneak up on me?" Suddenly Crocutta was all awake and was wielding her magical staff. "I knew I should've turned you into a fly instead!"

The elderly hyena took a swing with her staff, sending a bolt of lightning and hitting both the spider-king and Tygra. This made the cat lose his invisibility. He rapidly grabbed his whip and wrapped the old witch with it.

"You think your puny weapon is going to hold me?"

She had magically unwrapped herself and turned the whip around, getting the prince all tangled in it. Cheetara and WilyKat fell on the floor.

"Try this!" Arachnor spun some webs and tried to trap the witch with it but her staff absorbed the copper webs and dissolved it.

The old hag was going to be harder to deal with than Tygra thought.

She struck the walls with her staff and within seconds a dozen of her zombified prisoners came down the hallways in rapid fashion. They started assaulting both Tygra and the spider.

The tiger rolled on the floor, dodging an attack while in the process scooping up a still toad-formed Cheetara. He quickly put her in a spot in his armor. "Hold on." He told her as he dove and kicked an attacker with his legs. Tygra crawled on his elbows trying to get to WilyKat who had fallen on the spilled green potion.

"Kat, watch out!" he pulled the kitten just in time as another zombie made for him. Within a few seconds he had morphed back from a rat into his normal kitten form. He pulled out his string and started defending himself.

The zombies kept coming out of nowhere. The tiger and the spider continuously put a fight up as the assault continued.

"Pull the copper web!" he called out to WilyKat. "Up there!" he indicated the string that he had left as a trail for them earlier. As the melee continued, Kat leaped and pulled the steel-like web with all his might.

That was the signal.

For a minute there Panthro had begun to yawn, waiting for the tiger and wondering what was taking him so long. He and Lion-O were waiting for their arrival when the spider web hooked to the thunder tank began to tug violently.

This was not good.

This was a distress signal.

The thundertank rapidly roared into action, following the web trail that Tygra and the spider had left behind. The cats rapidly moved into the secret tree which led to the underground lair.

They had arrived to the mouth of a cave where the sounds of battle could be heard.

"Finally, some action!" Pantrho chuckled as he pulled out his numchucks and started swinging away at the zombie army.

Lion-O quickly drew his sword and started battling through the field.

"What happened?" he tried to speak over the noise when he found himself back to back with his brother.

"That's what I'd like to know."

"Who's that?"

"He's on our side. Don't worry."

"Where's Cheetara?"

"She's in my pocket!"

Lion-O stilled for a nanosecond on hearing that reply. None of his brother's replies made sense. He would've pried more but he was getting attacked. He was going to have to figure this out later.

Cheetara hated that she was missing all the action as she bounced around in Tygra's armor. To say she was getting dizzy from it was an understatement. There was a latch on top of where she was contained and her webbed feet couldn't pry it open. She was going to have a lot of bruises if she was ever going to get back to her cat form.

She wasn't going to let him live this down if and when they get out of here.

She had been happy and relieved to see him come down here and rescue them. She was worried for the longest time how they were ever going to find her and WilyKat. But apparently they did find a way.

Her heart warmed over seeing how he looked at her when he first picked her up from the floor. She had looked in his eyes and saw his concern. To say the least, it made her heart skip a little faster.

Cheetara stilled when he stopped moving. She tried to pick up any sound that she could. After a few mind-numbing seconds she thought she could feel the rise in his chest and feel his breathing. She tuned in well and heard his heart thumping, palpitating. She realized she was on a spot on his chest, close to his heart. She leaned towards the thumping sound, pressing her auditory canals to it, its rhythm calming, reassuring and making her feel safe.

Tygra leaned on one the cave walls, he was panting as he held on to his left arm. He got sliced by a sword and his upper arm was bleeding. He paused to rip a piece of cloth and tie it around his wound.

"You okay in there?" he asked Cheetara, talking to her through his armour. He relaxed when he heard a confirmatory croak.

The tiger felt his heart strings pull. While he loved having her close to him, he hated it that she had to be a frog under a witch's spell. Speaking of which, he seemed to have lost sight of the old hyena since the battle began.

He turned to see Cheetara's new staff on the floor right next to him. He grabbed and barked at his brother as he tried to get out of the battlefield that was rapidly thinning as soldiers fell on the floor.

"I'm going after the witch!" he called out to Lion-O as he made a dash for the exit. Lion-O nodded and continued with Panthro and the kittens warding off the rest of the zombie crew.

For once Tygra was thankful that the witch had a certain stench to her. He was able to track her down with her smell and the dragging footprints on the forest floor. She was moving slowly and exhausting rapidly. He caught up with her relatively quick.

"Changed your mind?" she called out to him when she saw him following her. "You'd be the perfect replacement for Grune!"

Cheetara swallowed when she heard this. Was the hag actually trying to lure Tygra for Mumm-Ra?

"I'm too good to be a mere substitute." He replied. "I don't like being second best."

"But you are…to the king of Thundera of course." She chided.

"I don't base my lifestyle on a title that I hold." He retorted.

She changed the topic, "What do you want from me? You have your friends! Leave me be!"

"You have to change her back." His voice took a more gentle tone. "Please."

With that he opened the latch on his armor and took the toad out, holding her as though she was something fragile that would break.

The witch eyed the former thundercat now in the guise of an amphibian. Her gaze shifted from her to the tiger and she smiled, her sharp teeth showing.

"You had the transmogrification formula." She said, referring to the green vial that broke earlier.

Tygra did consider that. But after all hell broke lose, the contents of the vial had absorbed into the ground without a drop left. With the battle that transpired, there wasn't a single vial of anything left in the hag's cave.

"Everything is gone," he said. "You're the only one who can break this."

That, of course was not completely true, but she wasn't going to give him the satisfaction of knowing that. An idea began forming inside her head.

"Everything has its price, Prince Tygra." She declared.

"What do you want?"

The witch laughed aloud. She may be old, but she was not senile. She noticed the look on the tiger's face when he requested her to change the frog back to the cheetah. She saw how gently he handled her, how he didn't flinch with her warty, slimy skin, how his voice pleaded to break the spell.

The tiger was in love with this little wench, and he would move heaven and earth for her.

A part of her grew green with envy. Not a single creature she's crossed in her lifetime has ever showed her love. Not this kind. The kind that poets wrote about, musicians sang about, that cheesy storytellers spread word about.

How she would have liked to know how that felt like.


Tygra wasn't quite prepared for that answer.

He grit his teeth, his entire body stiffening. The conflict of emotions showed in his eyes. "How do I know you're going to keep your end of the deal?" he asked finally after an uncomfortable silence.

"I'll transform her right now if you wish." the witch smiled connivingly. "How do I know you are going to keep yours?"

He raised a brow, his trademark smirk appearing, "Why Crocutta, I'm a little insulted that you wouldn't trust the word of a prince of Thundera."

She snorted. "You will be my slave, prince of Thundera." she emphasized the last three words. "You will be at my beck and call. You will serve me until the end of your days, without question and without trying to escape. In return, I will transform this cheetah of yours and let your friends all go in peace."

He nodded in agreement. Still sitting on his palm, Cheetara was croaking violently, her rose-colored eyes misty but enraged. Tygra was paying no heed to her and she started hopping restlessly in his hand.

Tygra you can't do this! No! Not for me! I'll stay a frog the rest of my life if I have to! Don't let yourself be a slave to this witch! Please! There's got to be another way! She's not the only enchantress on this planet!

It was a pity that all that ended up as nothing but a repeated "ribbit."

"Hey, hey." Tygra held her and started stroking her angry, slimy head. "It's going to be okay." he whispered at the area where he thought her ear might be. "I can take care of myself. The team needs you. Lion-O especially. He needs your help and your guidance." he cleared his throat as he started to feel a little choked inside. "Besides, I'm sure he could use a little break from all the pressure big brother is giving him."

The cheetah didn't agree with this, as he saw the fury in her eyes. "This witch doesn't have long for this earth." he winked, trying to reassure her. "I'll be on your tails in no time."

He wasn't sure he convinced her with this. He stood up straight, his stance showing his readiness to accept his fate. He released Cheetara to the ground, but not before he planted a kiss on her head and muttered a barely audible, "Goodbye."

"I submit." he dropped his weapons and put his hands forward, as though waiting for her to bind him. With a wave of her staff, the witch applied chains on the tiger's wrists and legs.

"I am warning you," the witch addressed both Tygra and Cheetara, "Anyone make a funny move and both of you will be amphibians for the rest of your miserable little lives!"

She lifted her staff, started an incantation. Tygra's gaze was trained on the cleric and was slowly feeling a sense of relief as she started to change. Her webbed legs were slowly getting covered in fur again and her golden hair started to sprout strand by strand.

He wasn't prepared for what happened next.

The spell was likely a quarter through when suddenly the toad jumped up and attacked the hyena.

"Cheetara, noooooooo!"

"Aaaaaiieeeeee!" the old hyena was completely caught off guard when the amphibian jumped on her. It stuck its sharp, long tongue repeatedly on her face. The warts on the toad's back popped open, releasing acid-like poison and splashing it on the witch.

The old sorceress, stumbled backward, trying to pull off the toad as it clung on her head. Her magical staff fell from her grasp. Her foot had caught on a root and she fell into a puddle.

"You miserable little…" she screamed as she pulled the frog away from her face and threw her aside. She tried to regain her footing when she realized that she was not on solid ground.


"No, no, no…" Tygra realized that the old hag had begun sinking. She was flailing for help and he could barely move with the chains on his hands and feet. He immediately grabbed his gun and shot the bindings off his legs. It was too late, however, as she had already disappeared into the trap before he could get to her.

While most spells typically break with the death of the spellbinder, this didn't seem to be the case with the old hyena.

For as long as Tygra kneeled helplessly by the quicksand, his wrists still bound by chains, Cheetara in toad form has not changed.

In fact, she had seemed to have lost the fur and the hair again that had originally grown back a few moments ago.

He shot her a look that asked. Why didn't you let her finish the spell, CHeetara? You could've been free by now.

I can't. She croaked. I can't let you give up your life for me.

Of course all the prince could hear were the deep sounds that an amphibian makes.

On the horizon, the tiger saw the rest of the team approach.

There's going to be a lot of explaining to do.

With Arachnor's help, the thundercats were able to get out of the forest of infinite tears. Lion-O shook the hand of the spider-king in gratitude.

"If you ever need our help, King Lion-O, do not hesitate to call on us." he said. He motioned to an army of half-spider, half-men, all decked in red and copper, most of whom have been breaking out of the spell that the late hyena had put on them. They were literally shaking off the cobwebs surrounding them. "Consider us your allies."

"Thank you." Lion-O smiled. His gaze then turned to his brother who was sitting silently on a log, his face buried in his hands. "So, how come the spell didn't break when the hyena died?" he asked the spider.

"Some spells cast can be very powerful." Arachnor replied. "It may take more than death of the spellbinder to break them."

The lion sighed. Cheetara had been sitting inside the thundertank for a while, quite miserable as he would expect. She may have thought that the witch's demise might break her spell, and now that it didn't she may have been thinking that it never will.

Panthro was in the tank, sitting next to the enchanted frog. He wasn't quite sure what to say to her. The kittens had tried to cheer her up and failed miserably.

"Maybe the elephants can help us." he said at last. "Or the book of omens."

Cheetara nodded to acknowledge the panther. A million things were going through her head at this time. She had resigned that perhaps this is her fate, to remain an amphibian the rest of her days. That it bothered her was an understatement. After all, what use would she be to her team as a slimy toad? She can't even wield the staff that she had recently received from Viragor. She would be more of a liability than an asset to them now.

She literally felt useless. Worthless. A cumbersome burden.

"We better get going." Lion-O declared. Everyone started to take their seats in the tank. Panthro slid to the driver's seat with the still silent tiger sitting beside him. Lion-O sat in the back with the kittens and tried to relax. Cheetara still sat unmoving in her spot.

"Hey there." the lion leaned over to talk to her. "We're going to find a way to get you back." he reassured. "Maybe we can find answers in the elephant village or the astral plane."


He wasn't certain if that was a positive or negative answer but he acknowledged it.

Still a day away from the elephant village, they set up camp one last time. They were all exhausted from the battle earlier in the day and everyone had fallen deep in slumber.

Except one.

Tygra volunteered to watch the fire that night. He was exhausted as everyone else was, if not more. But his mind kept him awake.

So did the frog.

She sat across him from the campfire, her rose colored eyes trained on the flames, as though looking through them. She hadn't eaten anything he had offered her earlier and had seemed distant and despondent.

"You could've been back to your old self by now, you know." he said. His voice had a little undertone of anger in them.

At what price? Your slavery? I can't let you do that, Tygra. Not for me.

"You know she wouldn't have been able to keep me a slave for long. I would've gotten out, one way or another."

You don't know that.

"Have you no faith in me?"

I have all the faith in you, but I do not trust the witch. For all you know she could've shipped you off to Mumm-Ra. Then what?

"I just wanted you to be back to your old self. I don't want you to be as miserable as you are now."

I would've been more miserable if I knew that my freedom came at the price of yours.

The tiger felt silly doing his monologue. He didn't want to be mad at her for doing what she did, but it pained him to see her in this condition. He wished he had been able to do something to intervene earlier.

"This hurts me more than you know." he muttered under his breath. He closed his eyes and tried to hold back tears that he considered unmanly.

The toad hopped down from the log and turned away. She didn't want him to see her tears either.

Tygra fell asleep against the tree stump he had been leaning on while tending to the fire. He was physically and mentally spent. His last thoughts before falling asleep were if he knew any sorcerers who can help her out.

Cheetara hopped towards him, an ache in her chest as she saw how upset he was. She jumped on the stump where his head was slumped against. She saw the trail of dried tears on his cheek.

She felt herself choke. She was touched by his willingness to put himself on the line to save her. Her heart hurt at his anger towards her actions earlier, preventing her transformation back to her old self.

He couldn't bear the thought of her remaining a toad all her life. Well she couldn't bare the thought of him giving up his freedom for her either.

It was with this thought that she approached the sleeping tiger. She put her mouth against his cheek, as if giving him a kiss. He stirred a little in his sleep and turned his face towards her. Her heart overflowing with warmth for his thoughtfulness, she pressed her cold frog lips to his, gently so as not to have him wake up and freak out.

Thank you.

With that, she snuggled against his shoulder and fell asleep herself.

Panthro was the first one up that morning. He yawned and started stretching. Some days he woke up earlier than everyone else so he can do some meditation and work-out with his numchucks. Goodness knows meditation was moot with the thunderkittens up and running like chickens with their heads cut off. As he flexed his shoulders, his gaze wandered off to everyone else who was still asleep, making sure that everyone was well. His eyes widened when he saw what lay next to the tiger who was slumped over a tree stump.

Well, well, he thought, guess the spell can be broken after all.

For beside the sleeping tiger was the cheetah. No longer a frog, but restored to her full cat form. Her head rested comfortably on Tygra's shoulder, her body leaning against his supporting frame, her left hand laid gently on his right thigh.

That's one less problem to deal with, he thought. A corner of his mouth lifted, amused at the sight he had seen. Just because he was a hardened warrior didn't mean he had lost his romantic side at all. He's been there, done that. He turned away, and started walking towards the rising sun. He wouldn't dare ask questions on what Tygra's done to break the spell. The thought of the prince kissing a frog to break the spell made him shudder. Then again, isn't that something that only happens in fairy tales?

There are, after all, no such fairy tales in Thundera and third earth. That was something for the unsound of mind.

The End

The question now is why did Cheetara jump at the witch before the spell was broken instead of after?

Well, why did Flynn Rider cut off Rapunzel's hair before she could heal him?

I think the answer to one may provide the answer to the other. See where my logic is? I leave the answers to you, because honestly I don't have one.

Cheetara: Yeah you know that doesn't make a lot of sense, I actually might've waited for her to complete the spell before I did anything, I mean, I'm fast enough to pull something off before she could do anything.

Tygra: Although that would've cut the story short, you know. Plus, you don't get the opportunity to kiss me if that happened.

Cheetara: I didn't know cold amphibian lips turn you on.

Tygra: Only if I knew they were yours.

Cheetara: Ummmm….

Tygra: Tygra 1, Cheetara 0.