Author's Note: Thundercats, the events concerned, and the characters are all copyright of Tobin "Ted" Wolf, Sam Register, Warner Bros. Animation, Studio 4°C, and any other groups/people that deserve the credit. This is a non-profit work of fanfiction.

I would like to take a moment to apologize for the tardy delivery of this chapter. There have been several factors in that regard—the way my previous job consumed all of my spare time; my obligation for college work; a rather irritating case of writer's block. But I have overcome it all, and followed through with this chapter. I hope you find it worth the wait, dear readers.

And now, without further delay, onward!

Chapter One: Revelation and Sacrifice

The Observatory of the Ancients;

Several hours ago:

"Pathetic!" Pumyra spat as she loosed a volley of deadly bolts from the bronzed crossbow mounted on her left gauntlet, forcing Lion-O to throw himself to the side as the hail of deceptively-small pellets flew through the space he'd occupied just moments earlier. "Is that the best you can do?!"

Lion-O rolled to his feet and raised his sword, trying to ignore the way his heart convulsed at the raw venom in the she-cat's voice. "You haven't seen anything near my best," he shot back through clenched teeth, refusing to let her see how deeply her words still cut. At how much her betrayal at Avista—the revelation that everything they'd shared since the city of the Dog clan had been nothing but a lie—had hurt him.

A few seconds passed in deadly silence as the two combatants circled one another, looking for an opening in each other's defenses. The young Lord of the Thundercats held his sword in a two-handed grip with the blade angled outward, prepared to bring its keen edge into play at a moment's notice, Meanwhile, Pumyra kept her arm out low and to the side, her free paw a blur of motion as she produced a handful of silvery pellets and nocked them upon the string of her gauntlet-mounted crossbow. Separated by a distance of fifty feet, the two Thundercats continued to prowl in that clockwise pattern, their footsteps disturbing centuries' worth of sand across the ancient stone floor. All the while, their eyes remained locked in a mutual glare, the betrayal and defiance in Lion-O's cobalt eyes met by the vindictive hatred in Pumyra's amber pools.

And then the battle raged anew.

The vast hemispheric chamber that served as their arena had been a work of ancient craftsmanship, a testament to the skill of its long-dead architects. The walls and ceiling had been carved out of flawless sandstone, pale golden-tan that blended into a dusky pinkish-orange hue as it rose upward to form the inverted bowl of the ceiling. Intricate carvings and runes had been etched across the smooth rock, forming a stylistic rendition of planetary bodies and constellations that dominated the walls and ceiling. While there were no windows or torches, luminescent crystals had been set into the sloping walls, casting shafts of dusky bluish-violet light down into the ancient chamber. Motes of dust danced and swirled in those crystal-born rays, lending a surreal quality to the surroundings.

The most striking feature by far, however, was the orrery that dominated a circular dais in the center of the room—a clockwork model of Third Earth's solar system, built in intricate detail. The planets had been wrought from the same phosphorous crystal that had been set into the walls, causing them to pulse faintly in the elegant bronze casings which housed them. The whole apparatus was encircled by ornate bronze rings that tilted at bizarre angles, giving it the look of an oversized atom with multiple nuclei.

It was the epicenter of the ancient ruins, and the reason that had brought everyone here…

When Lion-O had first received the vision of the lost temple from the Sword of Omens, it had been Cheetara who had identified the ruins as the Observatory of the All-Seeing Eye. According to legend, it had been one of the great wonders of the ancient world, a combination of advanced technology and mystic sorcery on par with the Book of Omens. Supposedly, the orrery at the heart of the observatory could be used to search the whole of Third Earth for anything the user desired, no matter how remote its location. And so it had been until a massive calamity had befallen the region—according to Cheetara, the writings of the Clerics spoke of a massive sandstorm that had wiped out everything in its path, burying all traces of civilization beneath countless tons of sand. And thus had the Observatory of the All-Seeing Eye been lost, until only its legend remained in the archives of Thundera's mystics.

While The Thundercats had little need of the Observatory's vaunted ability to find the last of the four Stones—they had the Book of Omens for that—there had been more to Lion-O's vision. With the clairvoyance offered by the mystical Sight Beyond Sight, the young king had seen the hulking metallic titans that surrounded the half-buried ruin: the humanoid mecha-tanks of the Lizard army. Hundreds of reptilian conscripts were hard at work with shovels, excavating the ancient building as though their lives depended on it—and, given the infamous ruthlessness of their warchief, that was very likely. But even the brutal Slithe paled in comparison to his master…the stooped, emaciated figure that had been present in Lion-O's vision, the hood of his tattered red cloak obscuring his wizened features in a deathly shadow as he stood overlooking it all.

Mumm-Ra's presence alone was explanation enough—the vision was a warning. Somehow, he'd also learned of the Observatory, and was determined to harness its power. If he succeeded, the mummified sorcerer would know exactly where to find the last of the four mystic Stones that he had wielded in ancient times. It was bad enough that Mumm-Ra had reclaimed the Sword of Plun-Darr and the Tech Stone; if he got ahold of the last Stone, even the Sword of Omens and the Spirit Stone together would be hard-pressed to stop him.

Thus had the Thundercats set course for the vast desert, travelling at all speed. Upon reaching the Observatory's dig site, they had opted for an aerial attack, bombarding the Lizard forces on the ground with the Feliner's pulse cannons. In the resulting confusion, they were able to dispatch a three-man team—Cheetara, Panthro, and Lion-O himself—to infiltrate the ruins while Tygra and the Thunderkittens stayed aboard the Feliner to keep their enemies distracted. Thanks to the ensuing battle, the three of them encountered little opposition as they went deeper into the ruins, running down ancient corridors that had been mounted with running lights by the Lizard excavation crew. Deeper and deeper, with only a token guard to impede them.

Until they had reached the orrery chamber. Where Mumm-Ra had been waiting for them.

And he had not been alone. As the three Thundercats had engaged the ancient sorcer-king, Pumyra had struck from the shadows, launching a fusillade from her gauntlet crossbow. The hail of bolts had forced Lion-O, Cheetara, and Panthro to scatter, throwing themselves in separate directions…and leaving themselves wide open for Mumm-Ra, who had thrown his hooded cloak wide to unleash a swarm of bandages, each strand of ancient gauze twisting and coiling with a life of its own as they unwound from his emaciated body and shot forth like a host of angry serpents.

Only Lion-O had been lucky enough to escape, his sword flashing out to slice through the bandages that had snaked after him. The others hadn't been so lucky—Panthro had been seized before he could regain his footing, and Cheetara had managed to dodge them up until one managed to seize her by the ankle, whipping her off her feet and slamming her painfully into the ground. And then, as both Thundercats had tried to struggle free, those ancient wrappings had erupted with eldritch lightning, electrocuting them until they both lay senseless.

And with that, Lion-O had found himself on his own. Alone against the powerful Mumm-Ra, and the she-cat warrior he'd once believed to love him.

It all came to the here and now. Cheetara and Panthro lay at the far edge of the chamber, wrapped tightly from the neck down in bandages that trailed back to Mumm-Ra like spider-threads. Whether they were conscious or not, Lion-O couldn't tell—he wanted to run to them, make sure they were okay; but he didn't dare try to break away from Pumyra. Never mind that she'd probably shoot him the moment his back was turned; he couldn't risk getting Cheetara and Panthro caught in the ensuing crossfire. And as much as it hurt to admit it, the young king knew that Pumyra wouldn't hesitate to take full advantage of that if he tried to help his friends.

After Avista, he couldn't put anything past her.

And so the fight had begun. The two of them were now locked in mortal combat, with Lion-O ducking and weaving to avoid the she-cat's crossbow fire. The floor around him erupted in staccato bursts of sparks and dust as the bolts punched into the ground and against the walls, missing him by scant inches. Already, the young king's light blue cuirass was pitted and dented where several of the bolts had glanced along his sides, and a trickle of red ran along his tawny cheek from a shallow cut that bled profusely. But Lion-O fought on, using both gauntlet and sword to block the deadly hail as he tried to make his way forward, advancing on Pumyra step by step. Twice already, he'd managed to close the distance with the traitor, only for her to leap clear before he could bring his sword into play. Her shapely legs had kicked out gracefully as she back-flipped away from his flashing blade, landing in a predatory crouch several feet out of his range. Rising to her feet, she'd loosed another volley, forcing Lion-O to dodge, and the cycle began anew. It was a battle of attrition, with no clear end in sight.

Lion-O bared his fangs in frustration. It was tempting to call on the power of the War Stone, to blast Pumyra into submission with the Sword of Omens—or to use the Spirit Stone, encased in his golden gauntlet, to shield himself in a dome of protective energy while he closed the distance. Even if she was Mumm-Ra's apprentice, Lion-O didn't see Pumyra having any way of countering the raw power of the War Stone, nor being able to penetrate the Spirit Stone's shield with her mundane crossbow bolts. He could feel the energies coursing through both the Sword and Gauntlet of Omens, the destructive force of the War Stone and the potent mysticism of the Spirit Stone. It was as if they were responding to his wounded heart, begging to be unleashed in all their fury…

…And yet somehow, the young king forced himself to keep it in check. As much as his heart burned at the sight of Pumyra—at the memory of her betrayal—he knew that this fight was just the beginning. The real battle was yet to come, and he needed to conserve as much of his strength as possible for the confrontation with her master.

And yet, oddly enough, Mumm-Ra had remained detached from the battle thus far. Even as Lion-O leaped to one side to dodge Pumyra's latest salvo, he spared a glance to his left to see the ancient mummy standing before the orrery, his back turned to everyone else in the room. Seemingly oblivious to the bitter duel that was unfolding behind him, Mumm-ra had allowed his emaciated arms to emerge from beneath the scarlet shroud of his cloak, palms outstretched towards the globe that represented Third Earth. Bony, ash-gray fingers ran along the circumference of the translucent crystal surface, leaving slender trails of eerie purple light in their wake. All the while, the mummified sorcerer was whispering to himself, his withered lips moving almost soundlessly in what Lion-O could only assume was some sort of incantation.

He's looking the last Stone, he had time to think. If I don't hurry—!

Then there was a sudden flash of pain as something sharp lanced across his temple. With an instinctive hiss of pain, Lion-O dodged to the right as the next two bolts flew past him. A few inches more, and the first one would have taken his eye—

"Forget it!" Pumyra snarled as she leveled her gauntlet crossbow at him. "A lowly coward like you couldn't even defeat me, let alone face my master! Or have you forgotten the Pit?!"

The feeling of betrayal and anger twisted in Lion-O's gut like a snake, running liquid fire through his veins. Ignoring the warmth tricking down the side of his face, the young king bared his fangs at Pumyra. "You only won because I wasn't trying to fight you," he shot back, his voice raw with barely-restrained accusation. "If I'd known what you were, then—that you'd given yourself to the monster that destroyed our kingdom…our people!"

Pumyra's eyes went wide, as if the mention of Thundera's citizens had cut deeper than the blade of any sword. For a moment, Lion-O thought he saw something besides anger in her amber gaze—something that seemed almost like doubt. Then it was gone, and her expression was as hateful as ever as her eyes narrowed to slits. "Enough!" she snapped. "Are you actually going to fight, or are empty words the only weapons you have?!"

That tore it. Brandishing the Sword of Omens, Lion-O tapped into its formidable power, marveling at how quickly it came to him. A feeling like a thunderbolt shot up his spine, leaving him both light-headed and alert as supernatural energy coursed through his body. The energy flowed through his arms and into the handle of his sword, causing the Eye of Thundera to glow a fiery red as the power coalesced within its scarlet depths. Then sky-blue lightning ignited along the length of his blade, crackling and dancing along the enchanted steel as though alive. Before him, Pumyra saw the surge of electricity and started to back away, her eyes going wide with alarm. Small wonder—she'd been there when Lion-O had first discovered this power, and she'd seen what it could do.

It's time she was reminded, Lion-O thought angrily. With a wordless growl, the young Lord of the Thundercats drew his arm back and whipped the electrified Sword of Omens around in a fierce slashing motion. There was a galvanic cyan flash as a thunderclap split the air, and the lightning left the blade in a crackling bolt that shot through the air with frightening speed, flying towards Pumyra like the wrath of the heavens. The treacherous she-cat just barely managed to leap back in time; the lightning bolt hit the ground where she'd been standing and blasted the floor into a shower of stone chips and thick dust. Stumbling back from the small explosion, Pumyra snarled and raised her gauntlet crossbow, her fingers already loading another bolt.

But Lion-O wasn't finished. Seeing the rising dust had given him a flash of inspiration, a half-formed idea that was more intuition than coherent plan. Using the force of his first slash as momentum, the young king brought his sword around in a series of sweeping arcs, making the air crackle with ozone as sky-blue lightning leapt from the scything blade in a sizzling volley. The mystic thunderbolts struck the ground around Pumyra in rapid succession, blasting craters into the ancient stone and kicking up geysers of dust that swiftly rose to engulf the renegade Thundercat. Before long, she was reduced to a shadowy blur within the thick cloud; from the way her silhouette lurched and coughed, it was clearly all that Pumyra could do to keep the dust from getting into her eyes and lungs.

Lion-O knew it wouldn't last. He had to make this count.

Gripping the Sword of Omens with both hands, he charged towards the dust-cloud at a full sprint, letting out a roar of challenge as he came. The sound caught Pumyra's attention; within the curtain of dust, he saw her shadowy figure straighten up in alarm before dropping into a fighter's crouch. A few moments later, there was a series of metallic twangs as she opened fire, and a glittering volley of crossbow bolts came shooting out of the dust-cloud. But Lion-O was already moving, veering hard to the left so that the silvery hail shot past him and hammered against the far wall. As ancient carvings were obliterated in a staccato crack of exploding stone, he put on a fresh burst of speed that sent him hurtling towards Pumyra once more, running in a wide arc to flank her from the left. More bolts came shooting out of the dust cloud, but now they flew wide, missing by several feet and punching small craters into the walls.

Lion-O afforded himself a grim smile. Pumyra was clearly firing blind—with the dust in her eyes, she couldn't tell where he was coming from. Tightening his grip on the Sword of Omens, the Lord of the Thundercats ran towards the dust cloud, aiming for Pumyra's blurry silhouette. With any luck, he'd get close enough to strike before the dust settled enough for her to get a clear shot. He was forty feet away now, and closing fast. Thirty feet, now…twenty…ten…

Just then, Pumyra burst out of the cloud of sand, her tawny fur and dark brown battle-dress smeared with dust and her crossbow gauntlet aimed at nowhere in particular. Her long bangs and ponytail whipped about as she shook the sand out of her eyes, spitting and coughing dust…and then she looked up, and saw him.

For a moment, everything seemed to come to a standstill, a surge of adrenaline blasting through Lion-O's veins to slow time to a crawl. He saw Pumyra's amber eyes go wide with shock, then narrow dangerously as her lips parted in a growl. Grains of sand flew as she pivoted on the balls of her bare feet, her bronzed gauntlet flashing in the dim lighting as she took aim with her fold-out crossbow. Lion-O could make out the single metallic pellet between her fingers, its small, rounded mass tapering into a point that gleamed dangerously as she pulled the bowstring taut. Without quite realizing what he was doing, Lion-O felt the tendons in his wrists flex, and there was a blur of tempered steel as the Sword of Omens flashed into motion…

Then time sped up again, and two things happened at once—Pumyra let her arrow fly, and Lion-O's sword came up in front of his face. There was a resonating CLANG as the bolt struck the blade just above the crossguard, ricocheting off the Eye of Thundera itself. The close-range impact caused the Sword of Omens to reverberate violently in Lion-O's grasp, threatening to tear it free from his hands entirely. As it was, the young king was forced back a few steps as his sword was shoved roughly to the side, leaving him wide open. He managed to regain his footing, but it was already too late—Pumyra was drawing another bolt, just a few infuriating feet out of sword range.

A look of vicious triumph flashed across the renegade Thundercat's face as she nocked the metal pellet into her gauntlet crossbow, her amber eyes glittering with predatory satisfaction as she aimed the weapon at him and drew back the string in one fluid motion. "It's over!" she snarled. "Now die, you worthless—!"

She got no further. Anger and betrayal drove Lion-O forward, lunging at Pumyra in open defiance of death. She let her bolt fly, but the young king twisted his body in midair, and the shot missed him by centimeters. Alarm registered in Pumyra's eyes; she started to reach into her satchel quiver; but Lion-O had already closed the distance. He had no time to bring his sword up, but it didn't matter—putting all his strength behind his arm, the Lord of the Thundercats threw a fierce left hook that turned his gauntlet-clad fist into a golden blur, hammering Pumyra right in the solar plexus. The punch caused her to double over with a strangled gasp, the pellet she'd been trying to load slipping uselessly through suddenly-nerveless fingers. Her legs buckled dangerously as she slumped forward, her eyes going wide with stunned disbelief.

For a moment, Lion-O felt a surge of bitter vindication—after all the deception, betrayal, and venom, he'd finally managed to wipe that vindictive smirk off Pumyra's face—!

Without warning, there was a sudden flash as the Spirit Stone erupted with supernatural energy, blazing from its faceted depths to bathe the Gauntlet of Omens in magenta light. Before Lion-O could react, the energy was surging across his armored knuckles in rippling waves, suffusing Pumyra in an eerie nimbus of vibrant pink light. She convulsed and screamed as the otherworldly energies engulfed her, writhing as though she'd been electrocuted…and yet, she seemed unable to push herself away from Lion-O's fist, seized up around his gauntlet as if gripping a lightning rod. In a matter of seconds, the scintillating magenta glow had intensified until it was near-blinding, streaming out through Pumyra's mouth and eyes in shafts of fiery rose light. All the while, an eerie chant was filling the air; a voiceless, resonating hum that seemed to come from everywhere and nowhere all at once.

Lion-O was taken aback. He'd never seen the Spirit Stone do anything like this, not even remotely close. What the hell was going on—? !

Even as the thought went through his mind, something new was happening. As the supernatural energy flowed over Pumyra's body, an inky blackness began seeping from her tawny fur. It spread across her shapely legs and coiled around her toned arms, then slid up along her neck to frame her wild features in slithering shadow. As Lion-O stared in astonishment, he realized that the sable tendrils were sharpening and refining themselves—forming symbols. In a matter of seconds, the darkness had coalesced into a series of strange hieroglyphics that were inscribed across Pumyra's body, as though she'd become a living scroll. It was an eerie litany in a tongue that Lion-O had never seen before; and yet somehow, the very sight of those glyphs sent a chill down his spine…an instinctive and subtle dread, as if some small part of his mind knew that they represented something dark and twisted. Something that had been lurking within Pumyra's body all this time, unseen by all.

Unseen, perhaps, by even Pumyra herself.


Before Lion-O could finish the thought, the magenta light from the Spirit Stone swept across those sinister glyphs, causing their edges to ripple and blur as though they were melting. Pumyra let out another scream and clutched her head with both hands, her eyes wild and unfocused, as if she were having a nightmare. The glow from the Spirit Stone grew brighter, the pulsing tempo of that otherworldly humming rising until it echoed off the walls of the Observatory. The shining light burst through the dark symbols, fragmenting them with a spider's web of glowing cracks. Pumyra was writhing and thrashing, her shriek devoid of anything that resembled coherence—

—And suddenly, her hands shot forward and met Lion-O's chest, shoving him away with a strength born of desperation. The aura of the Spirit Stone flared up and vanished as swiftly as it had emerged, leaving only the sable hieroglyphics that now inscribed her body. Regaining his footing, Lion-O watched as Pumyra stumbled backwards—though she seemed to have recovered from his punch, her body was still hunched over, and her legs shook as though ready to give out beneath her at any second . Even the symbols that had engulfed her body were worse for wear, every single character pockmarked with shimmering cracks that made them seem to be crumbling before Lion-O's eyes. To top it all off, he couldn't even see Pumyra's face; it was lost in the shadow cast by her hands as she clutched at her forehead and let out a low groan. A migraine? Or something else?

Shaking his head inwardly, Lion-O dropped into a fighter's crouch and lifted the Sword of Omens. Whatever was happening, it wouldn't matter if he let down his guard—whatever else was going on, Pumyra was still his enemy…

At that moment, the renegade she-cat straightened up, her hands falling away from her face. But the anger, the hate, the treachery—every trace of the black emotions Lion-O had come to associate with her since Avista—were gone. Instead of raising her wrist-mounted crossbow again, Pumyra was staring at her own palms, as if only seeing them for the first time. She seemed almost dazed, her eyes glassy and unfocused at first as she wobbled uncertainly on her feet. Then she blinked once or twice, and awareness flooded back into those amber pools. But the vengeful fury that had been driving her thus far never followed. Instead, Pumyra looked confused, bewildered—as if she'd been sleepwalking, then suddenly awoken to find herself miles away from her bed. In fact, she didn't even seem to realize that he was there, let alone that she'd been fighting him only moments ago.

"Wh-what?" Pumyra asked suddenly, still looking at her hands as if waking up from a bad dream. "Where…how did…what was I…?"

Then she looked up and noticed Lion-O, and understanding dawned in her amber gaze as their eyes met. But the hatred that the young king had expected was still nowhere to be found. Instead, Pumyra looked shocked…no…horrified. It was as if the full weight of her actions had suddenly caught up to her—the suffering of her fellow Thundercats, her fealty to the monster who had orchestrated the ruin of her homeland, her betrayal of everything that she'd once fought for. Behind the splintered hieroglyphics that covered her face, Pumyra's eyes were wide with guilt as they found Lion-O's. Shaking her head as if in disbelief and shame, the renegade Thundercat took a step backwards—not even trying to take up a fighting stance—and covered her mouth with both hands.

"No…" she whispered. Her voice was the soft, desperate plea of a frightened child…one who had woken up from their worst nightmare, only to find out that it had been real all along.

Without thinking, Lion-O lowered his sword, feeling an unexpected surge of concern. He couldn't explain where it had come from, or why he was listening to it despite everything that Pumyra had done. If only for a moment, it was as if the events of Avista had never happened.

"Pumyra, what…?" he began.

He never had a chance to finish the sentence. There was a sudden unearthly hiss, and Pumyra doubled over with a cry of pain as she was engulfed in a wave of rippling darkness. The eldritch energy—jet black, and outlined by a penumbra of ghostly purple—left shadowy trails in its wake, which slithered and flowed across Pumyra's nubile figure, coalescing around the sinister hieroglyphs that embraced her body. As Lion-O stared, the damaged symbols began to restore themselves, the glowing cracks shrinking inward as though they were being consumed by the darkness. As the hieroglyphs began to pulse in a steady rhythm, Pumyra staggered and gasped, clawing at her temples until beads of blood ran down her scalp. Then her balance failed her; she collapsed to her knees…and then she threw her head back, and the sweeping ceiling of the observatory echoed with her wordless scream.

But it was different this time. Earlier, when the energy of the Spirit Stone had surged through her, Pumyra's scream had been instinctive, more out of shock than anything else. This time, there was emotion in her voice—a raw, tortured desperation that sent a chill down Lion-O's spine. It was as if something alien and malevolent had sunk its claws into Pumyra's mind—her very soul—and she was trying to fight it off. It was the anguished cry of a slave being forced back into their shackles, crying out for mercy and salvation…and finding none.

For a moment, Lion-O could only stare at the renegade Thundercat as she thrashed and cried out, completely at a loss. Then he blinked, and something clicked in his mind. Those symbols…something familiar about them…

Dark magic.

An impulse drove the young king to turn, whirling to face the orrery…where Mumm-Ra, engrossed with his ritual up until now, had finally taken an interest. The undead sorcerer had half-turned away from the ancient device, his hunched, withered figure in profile as he appraised Lion-O and Pumyra wordlessly. Though his mummified features remained stony and impassive, his inhuman scarlet eyes blazed with a light of their own beneath the shadow of his hood, and his wrinkled brow was furrowed in concentration. His bony arm was thrust forth from the tattered folds of his red cloak, the long fingers spread wide to display a heavily-bandaged palm. And that hand was wreathed in an aura of ghostly purple energy, with shadowy symbols flickering in the air around it.

The same symbols that were now inscribed across Pumyra's body.

Lion-O brought his sword up in a heartbeat, pointing the star-forged blade towards his enemy. "Mumm-Ra!" he shouted. "What are you doing to her?!"

The ancient sorcerer's eyes fell upon him, and he raised a condescending brow. Silence for a moment…and then a subtle, mirthless smile touched those withered lips. "Come now," Mumm-Ra chided. "What do you suppose compelled Pumyra to bend her knee to me in the first place?"

Lion-O blinked at the unexpected question, thinking back to the confrontation at Avista…and suddenly finding the bitter certainty of those memories entwined with doubt. "She'd been buried in the rubble during the fall of Thundera," he said slowly. "She thought that I'd abandoned her…and she died hating me so much that her spirit couldn't move on, that she let you resurrect her. So much that she was willing to go against everything that she'd died fighting for."

Mumm-Ra let out a soft, malevolent chuckle. "Oh, Pumyra hated you, certainly," he observed. "But whatever else she was, she died as a loyal soldier of Thundera. Think, boy…did you really believe that such a faithful warrior would willingly serve me, when it was I who brought ruin to her homeland? I, who murdered her old king? I, who enslaved the very people she had vowed to protect?"

Lion-O hesitated. Until a few minutes ago, he would have said yes. As far as he'd known, Pumyra was nothing but a vengeful she-cat who had been driven by hate, deceiving him from the very beginning and forsaking everything she'd once held dear for the sake of revenge.

But now? He wasn't so sure. "What are you saying?" he asked uncertainly.

Mumm-Ra sighed, as if somehow disappointed by Lion-O's ignorance. "I told you back at Avista, did I not?" he explained scornfully. "Pumyra has been mine since the fall of Thundera. Her will, her drive, her desires…I took them in my hands and molded them as I saw fit."

Lion-O stared in shock. "You…what…?"

The ancient sorcerer drew his bony hands together, surveying him over the pyramid of his steepled fingers. "Have you forgotten so soon, boy? When Pumyra died, her soul was tainted with misery and hatred. I used my sorcery to amplify those dark emotions, turning them into a maelstrom that overwhelmed her lingering spirit." Mumm-Ra paused, his scarlet eyes gleaming wickedly as he gestured to Pumyra's writhing figure. "With her true self thus buried, she was quite malleable…blinded to the whispers I planted in her mind, the subtle changes that would corrupt her sense of purpose. And so she swore herself to me, never realizing that her thoughts and deeds were no longer her own."

Lion-O felt a sickening jolt of realization. "Then everything up till now—Pumyra's devotion to you, her betrayal of Thundera, all of it—it was you the whole time? !"

Mumm-Ra's withered lips twisted in a cruel smile. "Indeed," he hissed, "And she never even knew it. Such a perfect soldier, my dear Pumyra…following orders without question, even when they went against everything she had died fighting for. Why, she thought it was all her idea!" He paused. "But then, it is simple to corrupt those blinded by hate…and even in death, Pumyra was such a fool."

Lion-O was too shaken to answer. Once again, everything he thought he'd known about Pumyra had been overturned in the blink of an eye. A tortured cry made him glance over his shoulder, where Pumyra had curled up into a ball. Her knees were drawn up to her chest, and she was all but sobbing for breath as she clutched uselessly at her temples. Beneath the jet-black hieroglyphics of Mumm-Ra's sorcery, abject misery was etched onto those harsh and beautiful features, and her amber eyes were wide and unseeing—as if her suffering was so profound that she was no longer fully conscious, trapped within the dark spells that Mumm-Ra had used to shackle her mind.

And, despite everything that she'd done to him, Lion-O felt pity for her.

"All this time, I thought that Pumyra was evil," he said quietly. "A vindictive and self-serving traitor, no better than Grune." He stabbed a finger at Mumm-Ra, his voice rising in accusation. "But it turns out that she was just another victim, all along…enslaved by a heartless monster who twisted her very soul and turned her into his puppet!"

Mumm-Ra scoffed dismissively. "Spare me your righteous indignation, boy. Pumyra was far from a saint—her own hatred and despair were what made her so easy to manipulate in the first place."

Lion-O gritted his teeth and raised his sword. "I don't care. All I know is that I'm putting a stop to it. Let her go. Now."

Mumm-Ra's expression darkened. "In a way, you already have," he remarked grimly. "The power of the Spirit Stone has shattered the facade persona I had crafted for Pumyra, reawakenin her true self. Now I must control her directly." He drew in a rattling breath and released it in an almost melancholic sigh. "A pity…I put such effort into shaping her into an obedient thrall, one who could act independently of my direct orders. But no matter…she is still of some use to me." Then his gaze shifted to something behind Lion-O as he raised a bony arm and pointed. "Hold him."

In that moment, it suddenly dawned on Lion-O that Pumyra had fallen eerily silent. His instincts screamed a warning, he started to turn on his heel. But it was already too late—a pair of wiry arms flew around his body; slender fingers seized his sword arm and wrenched it downward while a toned forearm locked around his throat. A strangled gasp tore from Lion-O's throat as he struggled to break free, but it was no use—the claw-tipped digits coiled around his wrist were like steel cables, the arm around his throat an iron vice. The young king dug his heels into the sandy floor to try and push free, but a shapely leg wrapped around one of his, pinning his foot down with its own and trapping him in the death-grip. As the pressure on his windpipe increased, Lion-O grabbed at his attacker's forearm with his free hand, the golden fingers of his armored gauntlet tightening convulsively as he tried to force it away. Gaining a few precious inches of freedom, he managed a glance over his shoulder—

—and stared. It was Pumyra's face that gazed back at him, but there was no sign of the Thundercat that he'd once known in her empty stare. Her features had become as blank and expressionless as a death mask—even as Lion-O clawed at her arm and struggled against her deadly embrace, Pumyra's face remained eerily devoid of emotion. But as unnerving as that was, her eyes were even worse—an unearthly scarlet radiance had engulfed her wild amber pools, completely obliterating her feline pupils and irises. There was nothing left of Pumyra in those glowing crimson orbs…neither her bitter hatred, nor the anguish and torment she'd suffered only minutes ago. Only a mindless sense of purpose, without any trace of ego or personality.

Lion-O felt a shudder run down his spine. Whatever tensions and regrets had existed between him and Pumyra, it meant nothing to the creature that now stared out of her eyes. It was if every trace of her had been buried, leaving only an extension of Mumm-Ra's will.

"That's right…hold him tightly, and don't let go. I shall attend to him myself."

The sound of Mumm-Ra's voice snapped Lion-O's attention back to the front. The mummified sorcerer was descending the short stairway that led from the orrery dais, moving with the halting cadence of a walking corpse. As he reached the bottom step, Mumm-Ra unfurled his hooded cloak with a sweep of his arm, revealing the ancient wrappings that embraced his emaciated body from throat to toe. The action also exposed an ornate gauntlet that hung at his side—a thing of jet-black metal that seemed to be twice the size of his withered forearm, its ridged surface inlaid with an intricate pattern of pulsing scarlet lines. In many ways, this gauntlet's design was a demonic counterpart to Lion-O's own Gauntlet of Omens—though it, in truth, was the original.

As was the short sword that Mumm-Ra drew from a hidden socket on the gauntlet's ebon surface—the Sword of Plun-Darr, forged from an alloy born from the destruction of a galaxy. Its bat-winged crossguard and blade were forged from the same black metal as the gauntlet, and a dusky purple stone glittered at the pommel. Gripping the sword's hilt tightly, Mumm-Ra swung it out to the side, and a ghostly aura enveloped the blade as it shot outward and tripled in length. The crossguard seemed to snap open, and the hilt extended to accommodate two hands. When the glow faded, the Sword of Plun-Darr had become a proper longsword, its dark edges gleaming dangerously in the crystal-born light. Wielding the transformed weapon one-handed, Mumm-Ra began to approach. Though his face was partially hidden in the shadow cast by his hood, Lion-O could see that withered lips had drawn back from pointed teeth in a cruel smile, and that his scarlet eyes were burning with the promise of death.

Lion-O's eyes went wide, and he clawed at Pumyra's forearm with a renewed fervor. But it was useless—either Mumm-Ra's dark magic had lent the fallen Thundercat unnatural strength, or her brainwashing had left her immune to pain. Regardless, there was no breaking her death-grip; with her legs entwined with his, Lion-O couldn't even try to kick at her. An iron band constricted his throat as Pumyra's muscles tightened, all but closing off his windpipe completely. The young king gagged and writhed, but to no avail. Hazy tendrils began to cloud the edges of his vision, turning the approaching Mumm-Ra into a crimson blur. Lion-O couldn't breathe, couldn't break free—all that was left was the strange emptiness blossoming in his skull as his consciousness began to fail, leaving only the grim certainty that he was about to die…

Without warning, an ethereal warmth flowed through the armored fingers of his left hand, and a surge of magenta light engulfed his failing vision. Though he couldn't see it properly, Lion-O felt a burst of adrenaline race through his veins as understanding dawned on him.

The Spirit Stone, he thought. Got to be. And with that understanding, there was inspiration.

With a final effort, the Lord of the Thundercats threw his sword aside. Even as it clattered across the sandy floor, Lion-O was grabbing Pumyra's arm with both hands, closing his eyes tightly as he focused his will on the Stone's supernatural power. For a few agonizing seconds, there was nothing…and then that familiar warmth flowed through him again. The energy of the Spirit Stone rippled through the Gauntlet of Omens like an electric current, leaping from his armor-clad fingers to engulf Pumyra once again. There was no scream this time, but he could feel the fallen Thundercat shiver violently, as though the spells that imprisoned her mind were being disrupted by the surge of sacred energy.

There was a rattling hiss from in front of him and the sound of shuffling footsteps quickened. Even without seeing, Lion-O knew what was happening—Mumm-Ra had realized what he was trying to do. Pushing it out of his mind, the young king tried to focus everything he had on the Spirit Stone, to pour all his will into spreading its purifying energy through Pumyra's body. It was his only chance.

But the crushing pressure on his throat was too great; his grip on consciousness was all but lost. He heard Mumm-Ra saying something as though from a great distance away, managed to open his eyes and saw the blurry figure of the ancient sorcerer lunging towards him, his sword raised for the killing blow. It was too late...

Suddenly, Pumyra's arm loosened from around his windpipe. Before Lion-O had realized what was happening, a rough shove sent him stumbling to the side. As momentum and gravity seized hold of his body, Lion-O found himself falling backward. In the few seconds before he hit the ground, he saw the Sword of Plun-Darr cleaving through the empty space where he'd been standing only seconds ago. Mumm-Ra's expression was one of furious shock, his scarlet eyes wide with disbelief as he followed Lion-O's descent. And standing before the sorcerer, her arms still flung out from pushing Lion-O out of the way, was Pumyra. The pitch-black hieroglyphics that had encircled her body were engulfed in magenta flame, disintegrating to leave her tawny fur pristine and untouched.

And the scarlet glow had faded from her eyes. Emotion had returned to those rich amber pools. But there was no longer any hatred…only an echo of bitterness; overwhelmed by a deep, longing regret.

Then Lion-O hit the ground with a heavy thud that threw up a cloud of sand around his body, letting out an involuntary yelp of pain as the jarring impact jolted up his tailbone and shoulder blades. But the dust had barely begun to settle before he was pushing himself upright, his hands scrabbling across the ancient stone as he struggled to regain his footing. There was no pain, he didn't have time for pain! Looking up, he saw Mumm-Ra turning upon Pumyra, his wizened features dark with wrath. Pumyra was backpedaling, trying to raise her crossbow gauntlet—

—But too late. With a wordless snarl, Mumm-Ra brought the Sword of Plun-Darr around in a fierce slash, the black blade flashing through the air in a deadly arc—

—And there was a spray of dark, arterial crimson.


Lion-O was on his feet before he knew it; he barely noticed reaching down to scoop up the Sword of Omens as he ran towards the two of them. Mumm-Ra stepped back and lifted the Sword of Plun-Darr in challenge, but Lion-O wasn't paying attention to him. Whether the ancient sorcerer was retreating or waiting for him to attack, he didn't care—the only thing that mattered was that Pumyra was stumbling backward, her crossbow arm falling uselessly to her side, her eyes wide and disbelieving as she reached up with a shaking hand to clutch uselessly at her throat. Blood was spurting between her slender fingers, flowing down her neck and collarbone to stain the earth-hued leather of her battle-dress a vivid, shocking scarlet—

—And then Pumyra's legs buckled as the strength left them, just as Lion-O reached her. His left arm looped quickly around the small of her back as he caught her, lowering her to the sandy floor as gently as he could. Brandishing the Sword of Omens in Mumm-Ra's direction, the young Lord of the Thundercats knelt by Pumyra's side, feeling numb with dread as he saw just how quickly the crimson rivulets were pouring between her shaking fingers. His left hand flew over her throat and pressed down, his heart pounding with despair as he tried to ignore the grim understanding that the wound was too deep; that she was bleeding out too quickly; that he could see a deathly mist creeping into the fallen Thundercat's eyes.

"Come on Pumyra, eyes on me. Hang in there, please—"

The sound of Lion-O's voice seemed to rouse Pumyra. Her eyes re-focused and found his own, and her shaking hands rose to clasp his wrist weakly. Her lips moved silently, but there were no words; the strength to talk was already gone. But the message was plain and clear in her eyes, those deep amber pools filled with a deep, heart-wrenching sorrow. For Lion-O, time hung in limbo for a single moment, the enormity of what Pumyra was trying to tell him surging through his chest in a crashing, icy torrent of anguish…

And then something in those honeyed pools glazed over and faded, leaving them as blank and lifeless as marbles. Her fingers slipped away from his, her arms falling limply to her sides. A final whisper of breath left those soft lips, lips that had once caressed his cheek.

Then it was over, and Lion-O was left cradling a sad, lifeless body in his arms.

The Viridian Forest;

The Present:

Up in the branches of that mighty tree, Lion-O hugged his upraised knee tightly, the hot stinging in his eyes worse than ever. He looked out across the vast forest beneath him without really seeing it, dimly aware that the sky was darker than ever. He felt the wind blowing through his tawny fur and scarlet hair; inhaled the dank heaviness of the humid air. The storm was almost upon him.

He thought he'd understood Pumyra. He'd thought that she'd been nothing but a traitor, a heartless and manipulative fiend who had been playing with his emotions from the very beginning, all to make her betrayal as painful as she could. He'd even managed to convince himself that she was beyond redemption, that death was the only mercy she deserved. That belief had hardened his resolve, he'd been ready to kill her himself the next time they met.

But Lion-O's perceptions had been overturned once again, hurling his whole world upon itself. All this time, Pumyra had been an unwitting pawn, her hatred and venom a fabrication of Mumm-Ra's doing. The horrified look in her eyes when the ancient fiend's control had been shaken left no room for doubt—whatever her personal grudge against Lion-O, the fallen Thundercat would never have betrayed Thundera of her own free will. She had been Mumm-Ra's slave, not his servant. Even if his control had been so subtle that she hadn't realized it.

And when her will had become her own once more, when it had come down to her life or his, Pumyra had saved Lion-O without a moment's hesitation.

The young king drew in a sharp breath as a heavy weight settled in his throat, shutting his eyes tightly as he tried to block out the anguish of that realization. But in the darkness behind his closed lids, he could still see Pumyra as she lay dying in his arms, her lips moving soundlessly as she clutched at his hand with trembling fingers. The heartfelt regret in her amber eyes, which conveyed the words that her voice could not offer:

I'm so sorry. Please forgive me.

Lion-O shivered in the wind, his heart twisting in grief. "Pumyra," he whispered miserably.

Then at long last, the sky broke, and his tears were lost amidst the pouring rain.

To Be Continued…

And there you have it. After the events of "What Lies Above," I wrestled with a long time to think of a way to redeem Pumyra while maintaining the canon of the official series. Then I considered how she had been resurrected, and who had revived her. Given that the Ancient Spirits of Evil are a corrupting force of darkness, it seemed reasonable to assume that Mumm-Ra might have used their power to subtly twist and warp Pumyra's mind and soul when he raised her from the dead, turning her into his puppet without her ever realizing it—given that she was once a loyal soldier, I don't see Pumyra as willingly playing along with the enslavement of her fellow cats, no matter how much she might have hated Lion-O.

I suppose I should apologize for the length of this chapter, but considering that I wanted to properly convey an intense duel between Lion-O and Pumyra, to say nothing of properly explaining how Pumyra was brainswashed (and her subsequent heroic sacrifice), I decided to break my usual rule of limiting myself to around nine or ten pages of text. Hopefully, this chapter was easy enough to follow, detailed though it might have been.

As always, comments and criticism are encouraged. I'm always happy to listen to input; it's how a writer improves his work. Thank you in advance, and I'll see you all next chapter!