The red-headed goddess watched the world below her carefully. It had been millennia, eons, since she walked the planet, in fact, she had never once gone down during the times of Second and Third Earth. Until now.

A distinct light and slight buzzing sound from behind her caught her attention, but, knowing who it was, she didn't have to turn. Footsteps sounded before stopping, several paces away from the redhead.

"You called, Dawn?" asked the elven woman, puffing on a cigarette that could well be called immortal.

"That's Wicca-Dawn to you, Ashake. And how often have I told you not to smoke in my home?" The redhead turned to the elven woman, revealing glowing green eyes peering from an alabaster face.

"Whatever." Ashake flicked away the burning cigarette, which was snuffed from existence when it hit the marble floor. "What is it now? You ain't bothered me since the ancient times of First Earth, so what is it now?"

"Keep an eye on your charges. I've been watching for quite a while, it seems that Mumm-Ra is about to summon that one thing I never hoped he could get his hands on." Wicca-Dawn told her servant. Ashake's green-gray eyes widened and changed color.

"The Eye of Darkness."

"Yes. I want you to gather your charges and those others I've told you about, they'll be needed, especially if Mumm-Ra releases the Eye of Darkness, it could kill those others, and become more powerful." Wicca-Dawn told Ashake.

"So, what's the due date for this job, Dawn?" Ashake asked, pulling out a large brown bottle, opening it, and taking a long swig of the alcohol inside.

"When those ships with Thunderians and Lunatacs are found, and it's occupants are properly introduced to their future allies or enemies. Then, the time will be near."

With that, Wicca-Dawn began glowing, enveloped in a bright white light, before she vanished all together.

"Well, a bit of action at last. It's been a boring time, I'd say." Ashake finished off the bottle of gin in her hands before a bright red light surrounded her, and she too, vanished.

Zipper ran through the forests around Cat's Lair, racing with his twin sister, Ditto, and hoping to get back to the Lair first.

"Come on, Ditto, you're falling behind!" Zipper shouted to his sister.

"Just you wait, Zip!" Ditto shot out of the brush and paced her twin with a smile. "I'm better than you at this any day, remember?"

Ditto ran swiftly ahead of the young Tiger/Cheetah, laughing. Zipper shook his head and managed to slow his pace down to a walk as he wiped his brow.

"Just because I can't stop when I hit my maximum speed doesn't make her any better. I can still run faster than her any day." Zipper told himself.

A loud sound from the sky got his attention, and Zipper watched the strange ship sail across the sky. He could just barely make out the large writing on the side, he didn't know why, but he knew that there was something important in that ship.

Without a word to himself, Zipper shot off and sped back to the Lair. He knew what to do.

Cheetara waited patiently outside of Cat's Lair. She and Tygra sent one of their children, the eldest daughter, Dawn, to get food for dinner that night. While Dawn was gone, Cheetara was informed about Lion-O's condition. It had been well over two decades, almost three, really, since they'd last seen or heard anything of Mumm-Ra, the mutants or the Lunatacs, and three decades took it's toll on Lion-O's unnatural aging. Cheetara sat outside, thinking while she was waiting.

Out of the corner of her eye, she saw a distinct flash of orange-brown. Then, almost faster than she could move, there was a shapely young Tiger/Cheetah clad in blue standing before Cheetara, with several bulging bags of fruit and such on the ground beside her.

"Dawn." Cheetara said. It never ceased to amaze her how attractive her first daughter had become. She and Tygra were proud of this, their first child.

"Mother, how is Lion-O?" Dawn carefully leveled her amber gaze with her mother's. After a moment of looking into her daughter's eyes, Cheetara pulled her into a hug.

"He's getting worse. Pumyra said he won't make it past sunset." Cheetara told her.

Dawn carefully hugged her mother. While she wasn't on the best of terms with the Lord of the ThunderCats, her mother cared deeply about him, and her mother's well-being was one of the things she worried about most.

"Mother, you go take these to the kitchen, I'll go see him." Dawn told Cheetara. Her mother nodded and the two women parted company. Dawn was beginning to worry more and more about her mother with each day that Lion-O's condition worsened.

***

Faytistica watched the activity from her station on Darkside. Much as she hated Thunderians, along with her own Thunderian heritage, she had to admit, they were probably easier to understand than Lunatacs.

"I still wish I was dead. Damn." 'Tica muttered to herself.

"Look at it this way, your usefulness to us and the benefits we give you outweighs any benefit you might get from being dead."

'Tica turned to the mysterious Lunatac woman known, fittingly, as Trinity. Trinity was a mystery, magical, which was rare among Lunatacs, she was fittingly called Trinity because she was equal parts Lunar, Ice and Hunter Lunatac.

"Oh? You're not the one who looks like a blasted silver tabby, and I don't even know which of my parents belong to what race. Never mind that we don't know how you came to be." Faytistica snarled. The bluish-purple Lunatac woman just glared at her after flicking a green, white and purple lock of hair from her face. Just then, Nyx, a hybrid Lunatac, entered with a snobbish expression on her purple face.

"Never mind that. My father and uncle just informed me that we're leaving for the other side of Third Earth in the morning. It turns out our...prisoners escaped, and Wrath wants them back. And if I catch you two making trouble on the way, you'll regret it, understand?" Nyx told the hybrid and the half-breed.

"Yes, ma'am." Trinity said sarcastically. Turning to Faytistica, she smiled and whispered to the half-breed.

"And this from the girl who fools around with her father and uncle, not to mention puts up with name-calling from them and her aunts. I think she's got a problem, and we should find a nice big padded cell for her." 'Tica smiled in agreement.

"I heard that!" Nyx shouted. The two women only laughed.

Zipper followed the ship as best as he could, he sometimes lost sight of it through the trees, or, naturally, couldn't stop, and crashed into something. That was one of the reasons he was named Zipper.

When he could finally follow it no further, he last saw it heading towards Hook Mountain, the territory of the Snowman, if he remembered right.

A strange sound caught his attention, and he turned just as a strange, large purple bird shot out of the bushes and headed into the direction of Hook Mountain. He still got a good look at the creature, there were black markings around it's eyes, which were green, the bird also had a long fuzzy tail, with a teardrop-shaped patch of lighter purple near the tip, and on this patch was a dot of white, like a pearl.

"Quickly, follow her! Make sure she doesn't do something stupid like last time!"

Zipper looked around for the source of the voices, there were two of them, one masculine, one feminine, but they were unfamiliar. He began to hear the sounds of someone, or a pair of someones, moving through the brush, following the strange purple bird.

"I can always call for help if I have to. Besides, this shouldn't take too long. Can't be any more painful, either." Zipper said to himself, rubbing his arms where he was bruised in a crash.

Without another thought, the Tiger/Cheetah followed the fading sounds of movement and the fading sight of the strange purple bird. He didn't know where they were going, but he had to know.

Dawn carefully and quietly entered, being careful not to wake Lion-O in case he was asleep. However, she saw that he was semi-conscious, though staring up at the ceiling from an aging face. His hair, what there was of it, was faded to an almost pinkish color, or simply colored a dull hematite gray.

"Hello, Dawn." Lion-O's strong voice was noticably weak, matching his physical condition and appearance. Dawn could only swallow her gasp of surprise and shock at the fact that he could speak at all.

"Lord Lion-O." Dawn nodded solemnly before sitting in the seat next to his bed. She didn't know what to make of this, the Lord of the ThunderCats, who, in his own ways, earned both her respect and subtle dislike, was now dying, he seemed almost slightly better off than a few of the others. Now, however, he was the first to leave, even old Lynx-O at the Tower of Omens was alive and well, still able to pitch in and help when needed.

"How are the others taking this? I just wish I knew." Lion-O said, almost whispering.

Dawn's amber eyes clouded over in thought. She tried to recall all of Lion-O's offspring from the past two decades. There was Celyne, Cheetara and Lion-O's daughter, whom he forced the Cheetah to bear, then he refused her as a possible heir to the mantle of Lord of the ThunderCats, even if he ended up with no son at all.

Then, there were Lion-O and Wilykit's children, Tygress, almost every bit his daughter, Rio, who, like some others in her generation, was a clear throwback in Thunderian evolution, as was Amber. Jadelynn-Again and Aeva Jo, who shared a slight resentment towards their father, and Cadamine, his first son.

Cerrita was his daughter with Pumyra, another throwback, and Chester was Cerrita's brother, and most likely to inherit the mantle of Lord of the ThunderCats, despite his mixed Lion/Puma blood.

"It depends on them, some aren't taking it too well." Dawn told him carefully.

"What about Celyne? Has she ever forgiven me?" Lion-O asked.

"How could she? She was the firstborn of your children, yet you denied her the birthright that should go to the firstborn child rather than the firstborn son, regardless of what Old Thunderian tradition says. You can't be picky here, you know." Dawn pointed out. Lion-O laid back and nodded once.

"And besides, by Old Thunderian tradition, none of them would be considered possible heirs, being mixed race." Dawn added to herself.

"You'd have been shunned, you're mixed race yourself, Dawn, so are your brother and sisters." Lion-O almost whispered.

"My parents left behind Old Thunderian tradition, my lord. And like I said, one can't be picky here." Dawn said.

The Lord of the ThunderCats and the young Tiger/Cheetah sat in silence for a while. After some time, Lion-O spoke up again, his voice weaker than ever.

"Dawn?"

"Yes, my lord?" Dawn asked carefully.

"Tell your mother...that I'm sorry I hurt her like I did. I only did what I thought...was right." Lion-O coughed up blood as he reached for the Sword of Omens and the Claw Shield, which were never taken from his side.

"And...please, give Chester these. He's proven to be the best choice as...the new Lord of the ThunderCats." Lion-O said, weakly handing the weapons to the Tiger/Cheetah.

"I will, Lord Lion-O." Dawn promised him.

Lion-O laid back down and closed his eyes, taking a final breath before he was still, and the machine nearby showed a flat line and made a continuous beeping sound.

Dawn looked at the still figure, mixed feelings running through her mind. Finally, she shed a single tear, which she wiped away when it reached her chin, before turning off the machine, and reverently covering his face with the white sheet.

"Rest in peace, Lord Lion-O. Rest in peace." Dawn whispered. She looked out of the window. The sun had just set, Pumyra was right, he didn't make it past sunset.

Zipper raced through the snow, barely even touching it, he was going so fast. He was thankful that it slowed his speed down, if not, he wouldn't have been able to stop before reaching the ship.

Or, rather, a ship. Apparently, the original burned up in the atmosphere after it jettisoned several smaller ships, each with a type of writing that was barely recognizable to him.

The Tiger/Cheetah looked at the first one he saw. The writing said, in no clear terms, that the occupants were Thunderians. One was named Raistlinia, a mixed Small Cat Thunderian throwback, another was Dieradri Rose, a mixed breed Thunderian. Eclectica, a mixed breed like Raistlinia, and Matropolis, just the same.

The second one listed one lone occupant, a Psi/Ice Lunatac named Aeolus. For some reason, Zipper wondered if the Lunatac was who he suspected he was.

The last listed half-breeds. Knockabout and Roundabout, the sons of a Psi-Lunatac father and a Small Cat mother. Klephyr, Psi Lunatac and Tiger. Jenna-Lyn, half 'Darkness Lunatac', the other half, equal parts Ice Lunatac and Cheetah. Amelie, Jenna-Lyn's half-sister, equal parts Psi Lunatac, Ice Lunatac, Cheetah and Tiger.

Zipper decided to unlock the ship containing Thunderians first. He was curious as to what these strangers looked like.

He heard a tapping sound from inside, someone was obviously alive in there, and trying to get out. Climbing up to the escape hatch, Zipper dug his clawed fingers into the door, and pulled it open. Unfortunately, he pulled too hard and fell to the ground.

When he looked up, four Thunderians, all female, climbed out of the ship, one sat where she was, while the other three climbed down, and apparently hadn't noticed him yet.

"Lovely, I've never felt air like this since the days before Thundera's destruction." one woman said. She looked very unusual, she was mostly black, with a ruff of long fur from the back of her next, on the middle on her shoulders, which tapered to a point on her sternum, almost like an ordinary lion, but her lower arms, ankles and chest were tan with leopard spots, she had white, orange, red and brown patches, brown-black hands and feet, not to mention ears on the top of her head, and a long furry tail.

Another female stretched and yawned. She was a yellow woman with gray legs, just as feline as the maned woman, from the knee down, her right leg was black, her face was entirely white, and there were black markings on her fur in the form of asterisks, crescents, hyphens and spirals. Zipper guessed that this one was called Eclectica.

He noticed that one woman looked like any ordinary Thunderian, but her Leopard/Cheetah spots were in the form of roses, she had a few stripes, and patches of orange, red, white and black. He guessed her to be Dieradri Rose.

The last was also Thunderian, but red and brown with white and black markings, he could see that her face was white, with a small patch of black over left eye, and two small spots under her right eye.

"Oh, hello there, dear boy. Tell me, where are we, and what is your name?" the yellow cat-woman asked him as she helped him to his feet.

"My name's Zipper, and...well, you're on Third Earth." he managed to answer.

"I thought so. See, I told you we'd escape those blasted new Lunatacs." said the maned cat-woman. "By the way, my name is Raistlinia. This," she motioned to the rose-spotted woman, "is my teacher and mentor, Dieradri Rose. This," she pointed to the yellow cat-woman, "is Eclectica. And last, but not least, Matropolis."

"Excuse me, but why do you have a Lunatac with you if you're trying to escape from them?" Zipper asked, waving a hand to the ship with the lone occupant.

"You expect us to leave him in the hands of the newer Lunatacs, who landed on Darkside and murdered his parents and their friends? Never, besides, Aeolus has proven to be quiet nice, especially as Lunatacs go." Raistlinia said, slightly scolding him.

With a bit of help from Raistlinia and Eclectica, Zipper managed to pry open the ship containing the Lunatac. When it was opened, Zipper was shocked, to say the least.

The man who stepped out was quite tall, even for a Lunatac. His skin was a blue-purple color, while his hair was a sable-gray color, the green markings around his eyes matched the shade of the eyes themselves, he has a white crescent moon on his forehead, and there was a scar on his right cheek, Zipper could only guess that he'd been beaten by someone who was very strong.

Zipper just barely managed to swallow his gasp when he realized why the man looked familiar. Aeolus bore a striking resemblance to Alluro, whose picture he'd seen often when he tapped into the Lair's computer. Then, it dawned on the Tiger/Cheetah that such a man could only come from one pairing. That of Alluro and Chilla. He *had* to be their son.

Zipper looked at those assembled around him. He couldn't help a strange feeling welling up inside of him. He suspected there was a reason that he found them, and the Tiger/Cheetah intended to find out what that reason was.

Dawn solemnly and silently left the medical room, making her way to the meeting room where the ThunderCats often gathered to speak of things. Now, however, they were about to mourn.

As she entered, Dawn looked around at the faces of those assembled. Tygra and Cheetara, her parents, Pumyra, who's face remained passive, but her eyes spoke volumes. Bengali, Panthro, Celyne, the Lion/Cheetah's right eye kept twitching, Fyredansa, Tygra and Wilykit's cat-like daughter simply blinked, Cerrita, also cat-like, waiting, and Chester, who held his breath.

"Dawn?" Cheetara asked. Tygra gently held his mate's hand, and had his other hand on her shoulder.

"Pumyra was right. He's gone." Dawn carefully told her mother.

Everyone present bowed their heads, the Lord of the ThunderCats was gone. After a long moment of silence, Dawn brought her head up before everyone else did, and thought about what to say next.

"Before he left, he named his heir. A strange request, but one I feel it is my duty to fulfill." Dawn told her friend and family.

Turning to Chester, Dawn carefully placed the Sword of Omens and the Claw Shield in his hesitant hands. The Lion/Puma met the gaze of the Tiger/Cheetah, and Dawn nodded.

"The late Lord Lion-O has proclaimed Chester, son of Lion-O and Pumyra, to be the next Lord of the ThunderCats."

Chester cautiously took hold of the Sword, closing his eyes, he breathed deeply. When he opened them again, he held the Sword up.

"ThunderCats-"

"HO!" shouted all those assembled there. The Sword of Omens flashed the insignia and roared briefly. There was now a new Lord of the ThunderCats, a new one to face the coming challenged that brewed on the horizion.

                                 ***
 

"Tell me again why we can't reveal ourselves to them yet. The racer's found those others already." a feline woman growled.

Her mate looked carefully at her over the meat of the animal they hunted, the black widow shark. "Think about it, Tanti. Do you really think they'd trust us, an immortal Small Cat/Tiger and a half-Lunatac half-Sidhe woman who looks like a cat?"

Tantomile narrowed multi-colored eyes at her mate, but said nothing as she carefully chewed her bit of meat. Her mate, Coricopat, smiled behind his fur-covered hand.

"And besides, she told us to wait until we're sure about that strange woman. The firstborn of them, you know, the racer's sister." Coricopat said.

"Who cares what Ashake tells us! She's had at least five children in the past, three of them are dead, and she hasn't even revealed herself to the survivors, why should we trust her in this kind of matter? Besides, I've had a few conversations with Wicca-Dawn myself, she doesn't care, as long as things don't end up as bad as they might." Tantomile told her mate, taking a swig from the brown waterskin they had.

Coricopat looked up with interest at a sudden sound. His ears swiveling back and forth, he began to smile, his mouth was never opened very wide, and he looked like he was whispering when he spoke.

"Come, I think it's time. They've been found by the ThunderCats, we should begin heading to Cat's Lair and the Tower of Omens about now. It's three days journey, after all."

Tantomile picked up her few belongings, smiling as her mate affectionately whispered to her in his beautiful tenor voice. It was always very soothing to hear, she remembered once hearing the voice of the Psi-Lunatac, Alluro, in her opinion, Coricopat's voice was far more enchanting.

As the pair began to journey through the wilds of Third Earth, a red-headed goddess watched them carefully and with a smile.

"You two just be careful, Tantomile. Wouldn't do to have your father return to yell at me, now would it?" Wicca-Dawn said. Stepping back from her looking glass, Wicca-Dawn began to glow and disappear.

At that same time, a manical laughter sounded in a black structure, and a pair of glowing red eyes watched, and waited.