This is a fictional story about fictional characters. Don't read if smut
offends you or if you don't like icky stuff. This is probably one of my most
out there stories so if any of the story codes don't appeal to you then don't
read the story. In case you do read the story I found different spellings
for some names on the net when I looked for them and obviously I fudged the
storylines a bit. Also just to warn you it does get wordy between some sex
scenes so if you don't like to read you might want to avoid this fic.

ThunderCats: Fall Of The Thundercats
by Big Red Dope

Mumm-Ra looked into the murky water of his cauldron and watched as the
mutants and Thundercats clashed on the wide-open plains of Third Earth.
Even with the creation of the Fist Pounder to combat the Thunder Tank the
Thundercats were still able to defeat the mutants and thwart every plan
that Mumm-Ra had put into motion. Today was no exception as he witnessed
the Fist Pounder turn around and leave the battle in retreat.

"God damn you Thundercats! Why must you be a constant thorn in my side?"
Mumm-Ra muttered as he left his cauldron and took seat in his throne.
Mumm-Ra started to stroke Ma-Mutt's neck as he thought back to the times
before the Thundercats.

"I ruled this forsaken planet until they arrived. Now everyone loves them
and very few fear me anymore." Mumm-Ra continued to stroke the beast and it
even growled as if agreeing.

"And it will continue to be that way until you learn to defeat them. Free
me from my prison and I'll tell you how," a voice echoed throughout Mumm-Ra's

"Show yourself creature or be destroyed!" Mumm-Ra roared.

"You are the almighty Mumm-Ra yet you can not defeat the Thundercats and your
control over this planet is weakening. Free me and I'll help you destroy

"Heathen show yourself now! This is your last warning!"

There was a bright flashing of light and a piece of parchment appeared on the
floor in front of the throne.

"I am Grune The Destroyer. A Thundercat myself I was cast out into space and
eventually imprisoned by someone who was supposed to be my friend. You may
know him as Jaga, the one who helps Lion-O lead the Thundercats even after
death. Before you is a map to where I am sealed. Free me and bring a body
to host my spirit and I'll help you defeat the Thundercats once and for all. Do we have a deal?"

"You make a most interesting offer, and I accept for now but I will destroy
your for good if you try anything."

"Good, I await your arrival then. We'll discuss this later once you've freed

Mumm-Ra hid the map underneath his cloak just as Slithe, Monkian, Jackalman,
and Vultureman crashed through the door leading into his lair.

"I see you have failed again to defeat the Thundercats even with the Fist
Pounder," Mumm-Ra greeted the four mutants.

"It's not our fault!" Slithe began.

"Yeah! Vultureman built a weak vehicle. The Fist Pounder is no match for
the Thunder Tank!" Monkian finished.

"Shut up! It works fine! It was your damn fault! You were operating it!"
Vultureman shouted attacking Monkian.

"Hey cut it out!" Jackalman yelled as he and Slithe tried to separate the
fighting mutants.

"Enough!" Mumm-Ra's voice boomed.

The four mutants quickly got off each other and into line.

Mumm-Ra pulled the map from his cloak and began speaking.

"This map will lead us to the creature who will help us finally defeat the
Thundercats once and for all. Jackalman and Vultureman prepare the Fist
Pounder for departure and you two I want to bring a bruteman from prisons
below. Ma-Mutt will go along to make sure nothing happens."

When final preparations were finished Mumm-Ra handed Vultureman the map and
a pouch containing gray powder and gave him final instructions.

"I must stay here to restore myself, but Ma-Mutt will go along to make sure
things go accordingly. None of you will want to screw this up because if
you do, I will kill all of you the next time I see you. I'm tired of your
ineptness and won't tolerate it anymore. When you reach the tomb you will
open it to release Grune the Destroyer's spirit. Then you will sprinkle
the bruteman with the dust so the body can host his spirit. When everything
is complete bring Grune back here. Do not fail me."

"We won't," Monkian muttered.

"You better not."

* * *

Panthro laid on his back on the cart as he worked on the underneath of the
Thunder Tank in the Cat Lair's garage.

"Doesn't look too bad down here, though the damage is just from wear and
tear. The Mutants don't give us too much of a fight anymore," he commented
to himself.

Panthro continued to work underneath the vehicle for several minutes and
began to hum an old song to himself. Just as he was about to push out from
underneath the tank he felt a pair of hands unclasp his suspenders and work
his bottom down.

"You know Cheetara," Panthro said as rolled out from underneath the Thunder
Tank, "We should wait until we have some time alone or at least until the
others are asleep."

"Don't worry," she replied as her tongue slithered up and down Panthro's
shaft like a snake. "I've locked the door."

"Mmmmmmm... Oh god that's nice... but what if they come through the front?"

"That won't happen since everyone's inside. Now shut up."

Cheetara wrapped her lips around tip of Panthro's cock and began to bob her
head up and down deepthroating him as the big blue cock pushed the back of
her throat. With his dick fully erect Panthro soaked in every moment of
pleasure as Cheetara's lips and tongue continued to lick up and down his

"Damn Cheetara as much as I like oral from you, you keep this up I might come
before either of us wants it."

"What do you suggest then?" She asked coyly as they both stood up.

"First you need to get that damn uniform off," Panthro replied smiling as he
finished removing his. "This isn't my bedroom but it'll get the job done."

Panthro lifted Cheetara onto the hood of the Thunder Tank and as she laid
back he climbed on top of her. Panthro pressed his lips to hers and they
kissed for several minutes as their tongues slid into each other's mouth
and wrestled around.

Panthro was the first to move his head back and Cheetara tried to engage him
in kissing again.

"It's time to move on," Panthro said stopping her by placing his hand over
her lips.

With Cheetara's head resting on the hood Panthro slowly worked his way down
her body kissing her lips, then down her neck, and he came to a stop at her
breasts. He took Cheetara's tits into his hands and began to flicking his
tongue over her left nipple then alternated to her right one.

His hands began to squeeze and massage Cheetara's chest as he started to
twist her nipples between his fingers. Panthro started to kiss her body
again first in her cleavage, then down to her abdomen, stopping at her

"That's not fair Panthro, keep going," Cheetara whined as her body began to
heave up and down from her heavy breathing.

Cheetara quickly felt Panthro's hands rubbing her smooth thighs.

"Ooh! Panthroooooo!"

Cheetara's body filled with excitement and she burned with pleasure as
Panthro's tongue darted up and down her slit. She reached with her right
hand and began to rub her clit with her thumb as Panthro spread her cunt
with his fingers and his tongue pushed inward.

"Oh my god! Panthro please!" Cheetara moaned loudly as Panthro's tongue
continued to slip in and out of her pussy and he buried his nose into her

"My my Cheetara, if you're going to be this loud we might have to finish
quickly," Panthro teased.

"Shut up, I can't help it if I'm sensitive. Now fuck me big boy, I need
your dick in me now!"

Panthro stood up and climbed onto the hood of the Thunder Tank with Cheetara.
Flipping her legs over his shoulders Panthro took hold of Cheetara's hips and
guided his cock into her moistening cunt.

"Good girl, I knew you'd like it," Panthro smiled in self-congratulations as
Cheetara started to moan in pleasure.

Panthro keep pushing in until he bottomed out in her vagina. Slowly he
pulled his prick out and pushed it back in.

"Come on Panthro! I need it hard!" Cheetara begged.

Panthro complied as he increased his pace quickly and started to really
pound Cheetara's pussy. He felt his balls smack against her ass everytime
he plunged himself into her.

The two lust-filled cats continued to fuck each other for several more
minutes and beads of sweet began to form on their bodies. Panthro felt his
cock start to throb and knew orgasm wasn't far behind. Cheetara felt the
same and told him to pull and come on her face when he was ready.

Panthro was more than ready as Cheetara screamed and her body shook with
orgasm covering his prick with her love juice. Panthro quickly pulled
out positioning his cock in front of her face and started to jack himself
off. Cheetara knocked his hand away taking his cock into her own hand and
started to jerk it herself. Panthro let out his own grunt as cum started
to stream from his peehole. With her mouth wide open Cheetara waited
eagerly as several shots pelted her in the hair, on her forehead, and in
her eyes. It wasn't until the last several shots before any landed in her

Cheetara engulfed Panthro's dick one last time to clean it off and both
Thundercats sat on the hood of the tank enjoying each other's company when
they were finished.

"So what got into you today?" Panthro asked. "This is four days in a row
now. Not that I'm complaining or anything."

"I don't know, it's been awhile since I've been this horny. I was about
Wily-Kit's age my first time now that I think of it."

"So what did you do about it?"

Before Cheetara could answer the lair's emergency lights went off and
Lion-O's voice came over the speaker system.

"Everyone to the control room immediately please."

"Lion-O's never used the emergency lights before, I wonder what's up."
Panthro remarked.

"There's only one way to find out," Cheetara said as she quickly cleaned
and dressed.

* * *

"Glad you all got here so quickly," Lion-O began as the Thundercats all

"What's going on Lion-O," Wily-Kat asked as he jumped up and sat down on the

"I'm the one who asked Lion-O to call you all here," Jaga's voice rang out
as his spirit materialized in the room.

"Why, what's wrong Jaga?" Tygra asked concerned.

"Long ago there was a Thundercat named Grune who I was best friends with and
who helped me kept peace on Thundera, but he became greedy and started to
break the law himself. Everyone started to call him Grune the Destroyer and
I banished him into space. Eventually it came to be that I sealed his spirit
away in a hidden tomb that I keep watch over here on Third Earth. Today
Mumm-Ra had his mutants free Grune's spirit and that can only lead to
trouble. Grune is a formidable adversary and I'm not sure yet what he and
Mumm-Ra have in store, but if they are working together it will be a much
more difficult battle to win. He is not as inept as the mutants are. He's
a very dangerous and cunning creature. Stay alert and be careful."

With the warning Jaga's spirit faded back into the darkness.

"Wow, that's the first time I've seen Jaga this serious and gloomy before,"
Lion-O commented scratching his chin.

"You knew eventually Mumm-Ra would get tired with the mutants. Having a
Thunderan on his side would certainly help him," Cheetara replied, "though
I'm not sure what good a spirit would do him."

"Back in the libraries on Thundera I once read about dark magics used to
give wandering spirits new bodies. Very dangerous stuff to mess with, but
anyone determined enough to use the magic could be just as dangerous,"
Wily-Kit said.

"Like Jaga said we need to keep alert and we also need to warn the rest of
Third Earth to keep a look out too," Lion-O said.

* * *

As he exited his coffin and took his seat in his throne, Mumm-Ra patiently
waited for the mutants return. He was tired of failure and serious with his
threat of death if the mutants failed again.

Mumm-Ra was about to check on the progress in his cauldron when Ma-Mutt came
bounding into his chamber.

"Good to see you back Ma-Mutt, but where are the others?"

"Right here Mumm-Ra," Vultureman replied as the four mutants appeared before

"And Grune?" Mumm-Ra asked his anger raising not seeing him.

"Right here as well," a bruteman replied stepping from behind the mutants.
"Not my ideal body to inhabit, but it'll do for now."

"We have a deal, I kept my end now how do you propose I defeat the

"Woh, slow down. I'll keep my end of the bargain, but it'll take some time.
You have to be patient," Grune replied. "Look I'm assuming you've had these
mutants do your bidding for you and they're complete idiots right? I mean
they got lost on the way back here."

"Hey who are you calling an idiot?" Monkian shouted.

"You you dumbass," Slithe replied.

"Don't call me an dumbass!"

"Shut up you two!" Vultureman screamed.

"All of you shut up now!" Mumm-Ra's voice boomed through his chamber.
"Continue Grune before these morons start talking again."

"You need a Thundercat to fight a Thundercat. I'd be more than willing to
help you, but I am still weak right now and even if I was at full strength
I wouldn't be of anymore help to than these mutants unless I was in a
Thunderan body."

"So what the hell am I suppose to do until then? Your help is of little use
to me so far."

"From what Monkian told me there are four grown Thundercats and two young

"Ah for once Monkian is of use."

"I'm of use! He said I'm of use!" Monkian started to boast.

"Ah shut up, you're still an idiot," Slithe replied.

"I'm tired of your noise! All of you out of here!" Mumm-Ra shouted.

"See what you did?" Jackalman grumbled as the four of them exited the

"I'm going to kill those morons one day."

"Anyways there are two young Thundercats right?"

"Wily-Kit the female and Wily-Kat the male, why?"

"Bring those two here. Now that I have a host body I can transfer myself
into Wily-Kat's body. We'll use him because a his body will last longer
since he's younger than the others and b if nothing else he's easier to
catch than Lion-O. As for Wily-Kit, all Thunderans are inherently born
good. It's by their own doing they become evil. However, if someone of
evil can impregnate a female Thunderan she will give birth to an inherently
evil and demonic Thunderan. The patient part comes in letting the child
grow and training on the side of evil, though I suppose you could figure
out some way to accelerate it's growth if you wanted."

"There's a cave full of Thundrilium, that ages people years in minutes.
We'll take the child there, and if a problem shall arise we can take them
to the Fountain of Youth. But Why Wily-Kit, why not Cheetara?"

"Wily-Kit's body will be cleaner and more accepting of your seed. Her body
is the best one to create a new lifeform and nurture it."

"Sounds relatively easy, but first we need to capture Wily-Kit and Wily-Kat,"
Mumm-Ra thought outloud. "The best time to do that is when they go the Berbil
village. They go twice a month. I want you to go with the mutants to make
sure everything goes well."

"And if they're not alone?"

"Deal with it. I will not tolerate failure with you as well."

* * *

"It's boring out here. We've been hiding here for days!" Jackalman

"If you want to defeat the Thundercats once and for all then you'll listen to
me as Mumm-Ra ordered. Now shut up!" Grune shouted.

"I bet you he doesn't even know what he is doing," Slithe muttered.

"All of you shut up! They're coming!"

Grune, Jackalman, Slithe, Monkian, and Vultureman all waited in hiding behind
some dense brush as they watched Wily-Kit and Wily-Kat get closer and closer
as they walked down the forest path.

"When I give the signal you four grab Wily-Kit and I'll get Wily-Kat.
Nothing is too happen to her until she is returned to the pyramid."

"What about Wily-Kat?" Vultureman asked.

"He's mine to do deal with, you just take the girl back to the pyramid like
I said! Now shut up here they come!"

The five hidden creatures waited until the two cats were on the other side
of the brush directly in front of them.

"Now!" Grune shouted and the five of them jumped from hiding.

Wily-Kit was easily taken down as each mutant grabbed hold of an arm or
leg. Wily-Kat managed to put up some resistance, but even in the body of
a bruteman Grune was too strong and too fast for him to handle. Wily-Kat
soon found himself in a chokehold that he could escape and passed out.

"You'll never get away with this! The others will get you!" Kit shouted.

"Oh shut up you little bitch," Grune said pinching a spot in the back of her
neck putting her to sleep. "Now listen. Vultureman you're the least moronic
of the four so you carry Wily-Kit back to the lair and do not touch her.
Mumm-Ra will destroy you if you do. I've got some unfinished business here.
I'll catch up to you later."

With Wily-Kit slumped over his shoulders Vultureman and others headed back to
Mumm-Ra's pyramid. Grune laid Wily-Kat on the ground with his arms extended
outwards. He chanted a spell in an ancient tongue and then plunged his hand
deep into Wily-Kat's chest. Grune pulled out the still beating heart and
started to take large bites out of. Blood covered his face and dripped from
his chin.

When the heart was fully consumed the body of the bruteman fell to the ground
and the body of Wily-Kat came to life.

Grune sat up and first examined his new found arms and legs. He flexed his
fingers and toes. Then looking at the spot where he took Wily-Kat's heart
out he saw no wound.

"Good, good," Grune smiled as he picked himself up. "Mumm-Ra will be most
pleased and soon Third Earth will ours and the Thundercats will be dead!"

* * *

"It's odd. It's not like the two of them to disappear like this. Especially
for this long," Tygra commented to Lion-O as they left the Berbil village.

"What's even stranger is that one of the Berbils out in the woods on a walk
saw a bruteman walking with Mumm-Ra's mutants, then later saw Wily-Kat
walking by himself. The Berbil called out to him but says Wily-Kat didn't
respond," Lion-O replied. "Hey there's Cheetara and Panthro let's see if
they've found out anything."

When the four Thundercats meet Cheetara handed Lion-O a box.

"What's this? What's going on?" Lion-O asked starting to get concerned.
Cheetara and Panthro both looked depressed and couldn't look Lion-O in the

"I'm sorry Lion-O..." Panthro muttered.

Lion-O opened the box and fell to one knee after viewing its contents.
Inside was Snarf's dead body with several burn marks and knife cuts in it.
His eye's were missing as well. Lion-O fell to the both knees and held
himself up by holding his hands to the ground.

"Oh my god... Who did this?" Tygra asked still shocked and looking at Snarf.

"Mumm-Ra and his mutants... Panthro and I were searching the forest trail
when Monkian flew by on a sky cutter and threw the box to us... This note
was inside..." Cheetara said handing the note to Tygra who read it out loud.

"Snarf and Wily-Kat are done for and soon you will be too."

"What??? Wily-Kat's dead too??? Mumm-Ra has gone too far this time!
Thundercat or not I will destroy him once and for all!!" Lion-O growled as
rage started to build up inside him.

"Wait a sec now calm down Lion-O. There's no proof that Wily-Kat's dead,"
Panthro said trying to calm him.

"He's not dead."

"Jaga!" All four Thundercats shouted turning and facing the spirit.

"Did you tell them about the bruteman?"

"What bruteman?" Lion-O asked.

"We found a dead bruteman hidden along the trail with his heart ripped out,"
Cheetara answered.

"What does that have to do with us?"

"Long ago," Jaga began, "there was small clan of Thunderans that dabbled
in evil and dark magics part of which included reviving the dead and
transferring bodies. The clan disappeared one day and nobody knows what
happened to them."

"Wily-Kit mentioned something like this. Why do I get a feeling that this
Grune is somehow involved?" Cheetara asked starting to worry.

"Because if he was freed by Mumm-Ra then there's the chance that he or
Mumm-Ra used the same magic to transfer his spirit into Wily-Kat's body.
Wily-Kat wouldn't be dead in the normal sense, but it would be Grune
controlling his body. There's no way to save Wily-Kat now as the
ceremonies I've heard of included eating the heart of the body you're
going to inhabit."

"The Berbils said they saw a bruteman with the mutants. If that was Grune
then why'd he have to take Wily-Kat's body?" Lion-O asked.

"I don't know..."

* * *

"WILY-KAT! WILY-KAT! Help me!" Wily-Kit screamed as tears streamed from her
eyes. "Oh my god..."

The arms of her naked body were bound together and hung above her head by
chains that ran to the ceiling of Mumm-Ra's chambers. Wily-Kit screamed in
agony and humiliation as Mumm-Ra thrust his large ancient pick into her pussy
as the mutants danced around laughing and enjoying themselves. With her
hymen long since broken there was a small trail of blood that trickled down
Wily-Kit's leg.

With one last hard push Mumm-Ra pushed his cock so deep into Wily-Kit's cunt
that she screamed as pain pulsed through her body. Mumm-Ra got off on her
screams of agony so much so that his prick started to spew for his ancient
seed that quickly filled her tiny womb. The blood on Wily-Kit's leg was
soon washed away by the excess cum her little body couldn't hold.

Picking up a large oval-shaped rock Mumm-Ra shoved it into Wily-Kit's cunny
clogging it.

"You can do as you wish with her now, but do not remove the rock. I will be
most unhappy if you do," Mumm-Ra warned before turning his back on Wily-Kit
and the mutants.

Mumm-Ra walked into the shadows of the pyramid where the Grune infected
Wily-Kat stay hidden.

"I want the young one for myself. Capture Cheetara and take her to Castle
Plun-Darr. There you and the others can do with her as you please."

"I crave neither Wily-Kit nor Cheetara, only the destruction of the
Thundercats. I will catch her for the mutant's entertainment ask you

"It's pathetic how they act with the young one. It's if they're kids
themselves," Mumm-Ra sneered as he looked over at the mutants manhandling

Having released her from her chains and thrown her onto a table Vultureman
was busy forcing his dick into Wily-Kit's sphincter while Monkian was
ejaculating all over her face after the shortest of blowjobs. A short fight
then broke out as Slithe and Jackalman rushed to shove there pricks into
Wily-Kit's mouth. They started rolling around on the floor throwing punches
and while they were busy doing that Monkian recovered quickly enough to
reinsert himself into Kit's mouth.

"God damn it! See what you did?" Slithe screamed at Jackalman as the two got
up still shoving each other.

"I was here first! It was my turn!" Jackalman yelled back.

"Both of you shut up! I'm almost done here..." Vultureman grunted as his
member was now sliding in and out of the Thundercat's enlarged anus with the
greatest of ease.

With heavy breathing and panting and a grimacing look on his face Vultureman
keep pushing his dick into her ass as white beads of his cum shot from his
member sliming her insides. Satisfied he pulled out with a smile and threw
his trunks back on.

"Come on I can't fuck her ass now! Your stuff is all inside it!" Jackalman
started to bitch.

"Deal with or don't," was Vultureman's only response.

Then after giving it only brief thought Jackalman plunged his dick into Kit's
ass. Right about this time Monkian started to shout and groan his own prick
pushed against the back of Wily-Kit's throat making her gag. Monkian didn't
help much ether when a second load of cream started to erupted inside
Wily-Kit's mouth forcing to gag violently as it slid down the back of her

"Monkian Vultureman come here now," Mumm-Ra demanded.

"Yes Mumm-Ra?" Monkian asked as the two joined him in the shadows.

"Slithe and Jackalman are going to finish their turns with Wily-Kit then
it'll be the last. You two are going with Grune to kidnap Cheetara and take
her back to Castle Plun-Darr where you four can do what you want with her."

"Yes Mumm-Ra, thank you Mumm-Ra," Vulture responded graciously before
disappearing with Monkian and Grune.

Mumm-Ra turned his attention back to the table where the mutants had their
way. Slithe and Jackalman were both flat on their backs on the floor near
the table with their limp dicks hanging out and cum still oozing and dripping
from their peeholes. Wily-Kit was lying on the table convulsing violently
as the seed of the mutants leaked from her ass. Her body stopped shaking and
she started to start throw up her food from earlier in the day and tremendous
amount of cum she had just been forced to swallow.

Mumm-Ra then became very angry. Lying on the floor was the rock he had
placed inside Kit's pussy.

"Who removed the rock!!!!" his voiced boomed "Put it back in!"

Jackalman quickly got up and placed the rock back inside Wily-Kit's slit.
Her body was now motionless and her head had fallen into the pool of her

"What should I do with her?"

"Leave her, I must fill her back up again to make sure her body takes my

* * *

Panthro and Cheetara walked the forest trail one last time before dark just
in case Jaga was mistaken and Wily-Kat was still alive. They were close to
giving up hope and returning to Cats Lair when off in the distance they saw
a lump laying in the trail. Hurrying towards it, but not raising hope too
much they were overly joyed and surprised to see Wily-Kit slumped over.
Reaching his side Panthro started to shake him.

"Wily-Kat? Wily-Kat? Are you ok?"

There was silence as they awaited an answer and received none.

"I'm afraid he might be dead after all Panthro."

"Let's return his body to the lair then. At least we can give him a proper

As Panthro started to bend down to pick him up Wily-Kat started to mumble.

"Panthro... Chee...tara..."

"Oh Wily-Kat you're alive!" Cheetara exclaimed.

Slowly but surely he sat up and rubbed his head like it hurt.

"Wily-Kat what happened?" Panthro asked as he bent over to help him to his

"I'm... I'm... not sure. I can't remember anything."

"That's ok, it's just good to have ba-"

Cheetara stopped in mid-sentence as Wily-Kat wrapped one arm around
Panthro's neck in a chokehold and with the other arm stabbed him in the
heart repeatedly with a knife he had been hiding underneath his shirt.
Wily-Kat left the knife where it stuck and let Panthro fall to the ground
as blood squirted from the wound.

"Wily-Kat! What're you doing?" Cheetara screamed as Monkian and Vultureman
leapt from hiding sliding a noose around her neck and tying her hands behind
her back.

"Shut you stupid bitch. I'm not Wily-Kat. He's been dead for awhile and so
now is Panthro."

"Grune! Why you--" Cheetara's words stopped and she started to choke as
Monkian tightened the noose.

"My sweet Cheetara, I had fun killing Snarf, and I'll have my fun with you
too. Don't worry though, I'm not going to kill you," Monkian sneered as his
hand found it's way down the front of her leotard and started to fondle her

"Stop it! She's for all us!" Vultureman growled.

"Shut up, you'll have your turn soon. We all will, but it's Mumm-Ra who's
not sharing Wily-Kit with us."

"Both of you shut up! He needs her to give birth to the Thundercat that will
help us rule Third Earth. Now take Cheetara back to Plun-Darr and I'll meet
you there later.

* * *

Unbeknownst to Grune Mumm-Ra had been successful in planting his seed in
Wily-Kit's body and impregnating her. With her body now feeding life into
the demon spawn growing in her body Wily-Kit lay naked on her stomach on
the floor of Mumm-Ra's chamber as he sat in his throne. Her eyes were blank
and she was unaware of everything around her.

She would soon return to her dark reality as Mumm-Ra watched and laughed as
Ma-Mutt mounted her. Being mounted by the beast was bad enough for but the
to have his large engorged dick thrusting in and out of her asshole was
worse. Ma-Mutt was incredibly more endowed than any of the mutants and pain
shot from Wily-Kit's ass and raced through her body at each thrust. Her
sphincter was increasingly stretched wider as Ma-Mutt got more of himself in
her, but the true pain didn't come until his nails scratched deep into her
back causing blood to slowly trickle out. Wily-Kit starting screaming and
crying as the pain swelled from the scratches and Ma-Mutt's prick knotted
inside her anus.

Time stood still and Wily-Kit could almost count as each shot of semen
discharged from the creature and white washed her butt. Ma-Mutt's nails dug
into her back again as his last shot of cream splashed down inside Wily-Kit's
ass and the pain and humiliation became too much for her to bare.

Wily-Kit passed out from the combination and wouldn't know how Ma-Mutt was
locked inside her for the better part of an hour. She wouldn't know that
Jackalman and Slithe would dp both her pussy and ass giving her face a cum
shower before leaving for Castle Plun-Darr. She also wouldn't know how
Cheetara was being treated just as badly as she had been.

* * *

With his arm raised up high Monkian cracked the whip against Cheetara's bare
buttocks leaving another red welt. Vultureman stood by holding the chain
that connected to collar that now adorned the Thundercat's neck. Cheetara
had lain still for the past several minutes as the whip had snapped against
her back and legs.

Full of pent up rage from all of the previous beatings he had taken from the
Thundercats Monkian had decided it was time to return long over due favors
and had began by mercilessly whipping Cheetara. He had now put the whip down
and taken a candle from a nearby lantern.

Standing over the naked and beaten Cheetara Monkian tipped the candle over
and watched as her back arched and she cried out in pain as several drops of
hot wax splattered onto her back.

"Watch it Monkian! She won't be any use to us if you beat her senseless!"
Vulture growled becoming concerned that his new found plaything might become

"Oh shut up will you? You haven't had to put up with as much shit from them
as I have. Besides I'm almost done for now."

Monkian picked up Cheetara by the neck and dragged her to a nearby table
where her smash her face into the top breaking her nose. Tears began to
leak from her eyes as blood started leaving her nose. Monkian hoisted
Cheetara onto the table grabbed a handful of her hair and yanked her head

"Payback's a bitch ain't it?" Monkian sneered. "Now suck on this."

Monkian lowered his trunks a bit and pulled out his cock. Cheetara refused
to open her mouth but a punch to the face quickly convinced her otherwise.
Before her mouth was fully open Monkian was already shoving his large prick
down Cheetara's throat. She started to gag, but Monkian gave her no relief
holding her head in place nearly causing her to pass out.

Still with the chain in his hand Vultureman had climbed behind Cheetara
spreading her buttcheeks apart and flicking his tongue inside. He poked a
finger into her ass and his tongue continued to lick all around it as he
pumped his finger in and out. Vultureman then pulled his trunks down and
stroked himself several times before pushing the head of his cock into her

Cheetara's body surged with pain as Vultureman paid no attention to the
welts on her butt as he tore into her rear and began to forcefully thrust
himself inside. The physical beating and rape Cheetara endured became
too much as her silent screams of agony filled her head and her tears
began to flow freely.

"What the hell are you crying about????" Monkian screamed enraged at the
sight of her tears. "Jackalman get off her. I'm going to give this bitch
something to cry about!"

"Oh come on Monkian! I'm almost done... Hold on..." Vultureman panted as
he continued to pound his cock in and out of Cheetara's rectum.

"Hurry up god damn it!" Monkian growled pulling out of Cheetara's mouth and
pacing back and forth.

"Oh god... You poor bitch... Oh god yes!"

Cheetara shouted in pain as Vultureman dug his nails into her hips as he
forced his prick deep into her ass and held her in place shooting white
hot streams of cum inside her. Pulling out Vultureman walked around to
the front of the table grabbed a handful of Cheetara's hair and cleaned
his prick with it.

"You can beat her to hell now. Just don't kill her. It'll be awhile before
we have another plaything like her again," Vultureman warned.

"Stop now! Neither of you is doing anything else to her tonight, she is
mine!" A voice rang out from the darkness.

Cheetara's heart sank even deeper as she saw the Wily-Kat now possessed by
Grune walking towards them.

"Says who?" Monkian demanded.

"I say! I can kick your ass just as easily as they could! Now leave us!"

Without any resistance Monkian and Vultureman left the two Thundercats alone.
"Oh my god no..." For the first time in her life Cheetara truly felt fear as
the realization of her predicament finally had time to set in.

"Now, now Cheetara as much as I'd love to slit your throat and watch you die,
Mumm-Ra's inspired me to have offspring of my own. Wily-Kat will give birth
to the new Thundercat that will help us rule over Third Earth and you will
give me a son to carry on my work. Though I suppose a daughter will do."

Cheetara tried to get to her feet to escape, but her body had become so weak
that she could only get a few feet before falling down. She tried to get up
again, but Grune grabbed her by the arm flung her back first into the side of
the table. Cheetara cried in agony as the pain swelled through her body.

Only interested in conceiving a son to carry on his exploits, Grune ignored
the Thundercat's cries for mercy. He forcefully helped Cheetara up and bent
her over the side of the table. Once a friendly mischievous friend named
Wily-Kat, Cheetara was greatly saddened by the evil creature that now forced
himself onto her.

She felt his cock as it lunged in and out of her pussy. She heard Grune's
moans as he worked to fill her womb with his seed. She even felt Grune's
fingers dig into many of the same places on her hips as Vultureman's had.
None of that mattered to Cheetara anymore. Once a proud and mighty
Thundercat carrying on the fight for justice and peace, she had been reduced
to a mere sextoy for Mumm-Ra's henchman and soon the mother for Grune's

On the verge of losing her mind and control of herself, Cheetara was relieved
of any such happening. Grune bottomed himself out in Cheetara's cunt and
started come. Satisfied that she was now pregnant when he finished Grune had
Cheetara lick his dick clean before walking off and leaving her to be.

* * *

When Cheetara's belly started to expand she was moved to Mumm-Ra's pyramid
where she stayed with Wily-Kit during their pregnancies. Preparations were
made and plans were finalized during the nine months leading to birth.
Mumm-Ra would stay in his pyramid for restoration purposes and the two new
Thunderans would live in Plun-Darr Castle where they would receive training
for their journey down their dark roads.

Cheetara was the first to give birth. Instead of a son she gave Grune a
daughter. She looked nearly identical to Cheetara except that the she had
brown streaks in her hair and was missing the spots. Grune was disappointed
at first but after some thinking decided that maybe being a female was best
as she would be able to use her feminine wiles to get what she wanted. He
decided he would name her Elix (pronounced Alex) after his long departed

Wily-Kit would follow a week later in giving birth to Mumm-Ra's child. He
showed no feature's of either Wily-Kit nor Mumm-Ra and looked more like
Lion-O than anyone else. He was different than Lion-O in that his hair was
jet-black and his skin tone was much darker as well. Pleased with what
Wily-Kit gave him Mumm-Ra named the child Lion-Ra.

After Elix' birth Grune no longer needed Cheetara and sent her back to
Plun-Darr Castle. Monkian worked out his aggression towards the Thundercats
long ago and the only time now that Cheetara was beat and abused was when she
would disobey any of her orders. She was still raped and humiliated on a
daily basis. Cheetara often found herself at the center of gangbangs that
would last for hours since whenever one mutant would orgasm and shoot his
cum in one of her orifices the fourth one was ready to go. The mutant that
just finished would relax and re-energize himself for the next one who needed
a break. Most of the time the gangbangs would end when the four of them were
needed by Mumm-Ra or they simply got bored.

Monkian, Jackalman, Slithe, and Vultureman also discovered the joys and
kinkiness of double-penetrating Cheetara's ass and pussy. She became so used
by the mutants that her cunt and even ass were easily able to be fisted and
occasionally they would stick things like large unlit torches in her to laugh
and entertain themselves. None of that though compared to the humiliation of
having a mutant give her a golden shower. They showed no remorse or regard
for Cheetara's well being and would piss in her mouth while she gave them
oral sex, piss in her pussy, and even in her asshole.

Cheetara's living conditions weren't much better and she was forced to
live in squalor. She was had to stay in a holding room in one of Castle
Plun-Darr's dungeons that wasn't much bigger than five feet by five feet.
She was given only a bucket to satisfy her bathroom needs. If any urine
or shit got on the floor she was forced to live with a wet floor until it
dried and the shit either sat there or she had to pick it up to put it in
the bucket. She was let out of her cell every other day for the sole
purpose of emptying and cleaning out the bucket. It was at this time
that she would be beat with either a bamboo stick or whip for making any

As for feeding, once a week usually during bathroom cleanup she was given
a loaf of bread and a pitcher of dirty moat water. If she was lucky and
performed her sexual duties well Cheetara would be given a large helping
of Tricorn Elk meat.

For what it was worth Cheetara kept a strong head about her. Although
she had lost faith nearly a year ago when Grune impregnated her, she kept
reminding herself that she was a Thundercat and must stay strong if not for
herself then for Lion-O and Tygra and everyone else on Third Earth who could
use her help once she escaped. That was if she could escape.

It would all come to a head one night for Cheetara when she was dragged from
her cell.

"Again Slithe? Please I beg you give me some time to rest. I've already
fucked you four times tonight."

"You've worn me out for the night Cheetara. You're not for me, you're for

Waiting by the maindoors of the dungeon were the Beserkers. Hammer Hand was
standing in front with Top Spinner, Ram Bam, and Cruncher behind him. All
had big grinning smiles on their faces.

Having been taken to it before for orgies with the mutants Cheetara knew she
going to Castle Plun-Darr's largest bedroom chamber with the castle's biggest
bed. Not once being allowed to dress during her imprisonment at the castle
Cheetara was already nude when she was thrown onto the bed by Hammer Hand.
He quickly undressed and climbed onto the bed after her roughly grabbing her
tits squeezing them as he licked and bit her nipples. Cheetara let out a
little yelp of pain as Hammer Hand's teeth kept grinding down on her breasts.
After a few minutes of licking and playing with her tits Hammer Hand had
Cheetara squeeze her chest together as he began to titfuck her.

While Hammer Hand was busy with Cheetara's upper body, Cruncher stripped of
his clothes and buried his head between her legs. Not the freshest lass he
had gone down on, but Cheetara was a Thundercat and that more than made up
it up for him.

Cheetara's mouth opened and her face began to cringe with pleasure as
Cruncher continued to lick his tongue up and down her slit. Cruncher was
even going so far as the flick his tongue across her clit from time to time
to get Cheetara more excited so he would enjoy this more.

It was when tiny moans of pleasure began to escape from Cheetara's mouth that
Hammer Hand ordered everyone off the bed. He was the first to climb back
ordering Cheetara on top of him. She followed demands and soon found herself
bent over Hammer Hand with his dick in her pussy. She started to grind her
body up and down on him, but he stopped her. Cheetara knew why he did when
Cruncher climbed onto her backside inching his dick into her rectum.

Both Berserker's easily slipped inside Cheetara's bottom orifices and as
they got their rhythm going she looked back at Top Spinner and Ram Bam who
were both standing by themselves masturbating as they watched the threesome.

"Why don't one of you big boys get over here and fill my mouth up?" She asked
winking at them. The two remaining raced for the bed and started arguing
with each other as they both tried to stick their pricks into Cheetara's

"Guys, guys calm down, I've got time and room for both of you."

Holding herself up with her left hand on the bed Cheetara started by sucking
Ram Bam while jacking off Top Spinner. She did this for several minutes then
started to blow Top Spinner while she jerked Ram Bam. Cheetara had already
screwed Slithe four times earlier in the night so her pussy started to turn
tender and red. Her anus wasn't so much as raw but was still stretched and
easy to enter from the previous night's pounding from the mutants.

It came much to her delight then when Hammer Hand to thrust hard and deep
into her pussy grunting loudly as he did so. Cruncher wasn't far behind in
reaching his orgasm though he made little sound to indicate he was close.
Cheetara waited for what seemed an eternity and sighed heavily in her mind
when she felt Hammer Hand and Cruncher start to shoot their loads. She felt
their creamy white cum as it white washed both her pussy and rectum and she
worked harder to get Ram Bam and Top Spinner to come.

"Hey you two, why don't you fuck me now like the others just did?" Cheetara
asked licking her lips.

Ram Bam didn't seem to mind a cunt full of cum as he laid on his back and
plugged Cheetara's vagina up. Nor did Top Spinner mind having sloppy seconds
with her ass. Hammer Hand and Cruncher dressed and left the room while Ram
Bam and Top Spinner continued to slide their pricks in and out of Cheetara's

"Oh god! You're so big!" Cheetara feigned a moan as she waited for them to
reach their orgasm.

"You're damn straight! I've the biggest cock you've ever had!" Top Spinner
boasted as he kept thrusting into Cheetara's rear.

"Yeah but I've got the biggest loads ever!" Ram Bam boasted back as he gave
two hard pushes into the Thundercat's pussy as he came.

"No I do!" Top Spinner shouted pulling out as his cum started to shoot out
splattering all over Cheetara's back.

"No actually Monkian does," Cheetara thought relieved these two were finally

"I don't know boys, you all had pretty big loads," Cheetara lied as she
waited for Slithe to return.

Ram Bam and Top Spinner both just leered and watched Cheetara as they dressed
and waited for the others to return.

It was nearly twenty minutes before they returned and when they did Slithe
said something surprised Cheetara.

"We giving you to the Berserkers Cheetara. They've told us of an island
where more Thundercats reside, one being a hot little female named Pumyra and
once she's in our possession you're theirs."

* * *

While Cheetara led the life of a sex slave, Wily-Kit lived almost the exact
opposite. She was treated as "nicely" as Mumm-Ra treated anyone. Wily-Kit
was treated almost as well as Ma-Mutt was. Being mother to Mumm-Ra's child
had it's advantages. As far as sex went nobody including Grune could have
their way with her without her consent. The only one she screwed anymore
was Mumm-Ra.

Wily-Kit didn't like him as a being because of his constant threats of evil
and plans to conquer Third Earth, but when she gave birth to Lion-Ra
motherhood warped her mind and changed her views on many things. While she
disliked who Mumm-Ra was and the things he did, Wily-Kit no longer held him
with the same disdain she did a year ago. He was the father of her child
even if he was going to raise Lion-Ra in less than noble ways, and the love
she felt for Lion-Ra was beyond any love she had felt before.

It was a month later after their births that Lion-Ra and Elix were taken to
the Cave of Time to speed up their aging. When Lion-Ra did come home after
the trip, Wily-Kit felt nothing but unequivocal love for him. He had been
aged approximately sixteen years and grew to be quite handsome she thought.

Wily-Kit displayed her love for her son one day finally when word reached
from the Berserkers that an island had been found inhabited by Berbils and
unknown Thunderans. While Mumm-Ra discussed plans with Grune and the
Berserkers, Wily-Kit took Lion-Ra into her chamber Mumm-Ra had the mutants
build after Lion-Ra's birth.

"Is something troubling you mother?"

"I love you Lion-Ra and..."

"Don't worry mother I'm in no danger. The Berbils and Bulkan were easy to
slaughter and one day I'm going to kill the rest of those treacherous
Thundercats like Grune did and make you all proud."

"It's not that son. I love you very much and while I do fear for your safety
I know you're growing strong like you father wanted and that I have nothing
to fear. I was much younger than you when your father and I first meet, and
not that I don't love him, but my love for you is ten-fold. You are my son
after all and it is time I showed you how much I cared."

Wily-Kit pushed Lion-Ra back onto her bed and as he lay there she removed his
top and bottom, both of which looked like Lion-O's uniform. She climbed on
top of her son and taking his face in her hands planted a kiss him firmly on
the lips.

Lion-Ra was startled a bit at his mother's actions, but loving her as she
did him, he placed his hands on the back of her head and returned the kiss.
He even went so far as to take the initiative and slip his tongue into
Wily-Kit's mouth. They swapped spit and wrestled tongues for a short bit,
before Wily-Kit broke the kiss.

"Don't worry my dear son. I will show you the way of love. You just lay

Wily-Kit then began to kiss his neck, then down his chest. She kissed his
belly before her head stopped between Lion-Ra's legs. Then without saying
a word Wily-Kit wrapped her lips around Lion-Ra's cock and began to bob her
head up and down licking his shaft all the way around as she did so.

"Oh my... Mother... This feels good..."

"This is how love feels."

Lion-Ra clinched the bed sheets and gritted his teeth as Wily-Kit kept lick
and sucking on his knob. It throbbed badly and he didn't know what to do.

"Mother... my dick tingles." Lion-Ra panted as he tried to hold himself back.

"Don't fight it, let it out."

Lion-Ra was confused at first but then he suddenly realized what Wily-Kit
meant as his prick started pumping overtime as a white gusher erupted from
it. Wily-Kit kept sucking her son and swallowing each load as it shot out.
Even for a virgin Lion-Ra had a massive load she thought and when she brought
her head up she could see his penis was still erect.

"You're penis is still erect Lion-Ra, I see you still have some spunk in

"Yes mother, you're love and beauty is too much for me and I long for you
even now."

"I love you too Lion-Ra," Wily-Kit said, "but one day when you find someone
to mother your children you must know what to do."

"But I do."

"No son you know the ways of Slithe and the other mutants. Their ways are
not for the female you want to carry your children. You're father was rough
and nasty towards me at first, but in time he learned as you soon will."

Wily-Kit climbed back on top of Lion-Ra and positioning her pussy above his
cock she lowered herself onto it. She let out a little gasp as he bottomed
out in her, and it had less to do with his size and more due to the
incredible bond they were now forming.

"I'm going to help you out here, but I want you to place your hands on my

Lion-Ra did as he was told and Wily-Kit leaned forward placing her hands on
her bed. She started out slow for him by slowing raising her hips up so that
only the head of his cock was inside her and then she slowly lowered herself

"You can use your hands to help me bounce up and down on your dick," Wily-Kit
told him. "It can help me go faster and make our time together now all the
more worthwhile."

With Wily-Kit's encouragement Lion-Ra firmly wrapped his hands around her
hips and helped as she went up then down on his member. To Lion-Ra this
felt better than when she had her lips around his shaft. This went on for
hours that night as he and Wily-Kit fucked. First with her top then in
doggy-style. Beads of sweet adorned the bodies of mother and son and it
was in the fifth hour of love making that Lion-Ra felt his love swelling

"It's my penis again mother. What should I do?"

"When you're with the one you love don't ever fight it," Wily-Kit responded.

"Ok... I love you..." Lion-Ra panted as he kept thrusting hard into
Wily-Kit's pussy from behind.

"I love you too Lion-RAAAA."

So infatuated with her son's well being Wily-Kit never thought of herself
during the night and her orgasm caught her off guard. Her body spasmed and
convulsed violently as it filled with pleasure and her girl juice started
to cover Lion-Ra's prick. Lion-Ra sensing Wily-Kit's happiness became very
pleased himself as he bit his lower lip and plunged deep into her cunt one
last time as he came a second time that night.

There was a gooey mess on their privates and on the bed when Wily-Kit and
Lion-Ra finally separated. They would stay in bed together until Mumm-Ra
returned with news regarding the newly found island.

* * *

The same night that the Berserkers informed Mumm-Ra of their find, Lion-O
and Tygra sat in Cat's Lair discussing the rise of Mumm-Ra's threat to Third
Earth. They heard little from the Mumm-Ra or his mutants when it came to
attacking the lair. It had also been relatively quiet during the past year
as far as Mumm-Ra's scheming and attacks in other planet areas went, but
everyone knew they were up to something.

So it surprised the two remaining Thundercats when the lair's motion sensors
went off. There were two people standing out in front of the Cat's Lair and
Lion-O checked the outer scanner's monitor to make an I.D.

"That's weird," Lion-O remarked.

"What is?" Tygra asked as he readied to confront the intruder.

"The scanner is identifying our visitor as Queen Willa and a Thunderan,
though it can't seem to give a name."

"What're you thinking Lion-O?"

"I'm not sure. If they're with Willa then common sense would dictate that
they were friendly. However, Mumm-Ra did take the form of a Thunderan once
before. I'd rather meet them outside first though. I don't want to invite
strangers in just yet. Let's be careful."


Willa knew of Lion-O's paranoid state when it came to people he didn't know
so she waited patiently for him to come out. She knew the lair scanner would
pick up an unidentified Thunderan and he would come to investigate. She just
didn't know how he would react to having a fifteen-year-old daughter.

"You ok Jana? Are you nervous?"

"For the last time mother, no. I'm just a bit anxious to meet Lion-O."

"Your father."


"Lion-O is your father and you will address as such. Like you do me."

"Yes I'm sorry."

Just then one of the lair's large paws opened up and Lion-O and Tygra exited
with their hands on their weapons.

As he got closer Lion-O rubbed his eyes to make sure he wasn't seeing things.

"Do you see what I see Tygra?"

"I'm not sure Lion-O. I think see someone who looks strikingly like

Lion-O and Tygra stopped about five feet from Willa and Jana.

"Willa our scanner picked up a Thunderan, but this is someone I've never seen
before although she looks quite a bit like Wily-Kit."

"Wily-Kit? Who's Wily-Kit?" Jana asked.

"Shh... Now's not the time." Willa scolded her.

"Wily-Kit's a good friend of ours, or was. She died when she was about your
age," Tygra answered.

"Oh I'm so sorry I didn't know," Jana apologized with a sad look on her face.

"It's ok that was long ago. I'm Lion-O, I lead the Thundercats or once did.
Now it's just me and Tygra here."

"Lion-O and Tygra, wow. Mother's told me stories of the Thundercats and all
their battles against evil. It's sad that everyone's gone."

"Mother?" Tygra asked raising an eyebrow. "Are you her mother Willa? She
looks too much like a Thunderan."

"That's because she is part Thunderan. Lion-O this is your daughter Jana.
I named her after Jaga."

"My daughter, but why."

Tygra knelt in front of Jana.

"Hey Jana let's go inside. I'll show you around the lair ok?"

"Uh... sure what about mom and dad?"

"They just need a few minutes to talk alone. Everything's fine."

"Thanks Tygra," Lion-O said

As he started to walk back to the Cat's Lair with Jana Tygra looked back at
Lion-O concerned. Lion-O nodded his head in silence and he was soon alone
with Willa.

"Why didn't you tell me? I slept with you only once and that was over a year
ago. How old is she?"

"Jana should only be one, but she's sixteen now. I was going to tell you
about her, but as soon as I found out I was pregnant everyone started
disappearing. If you didn't know about her, then maybe Mumm-Ra wouldn't
find her. From what I've heard from the other natives Mumm-Ra's planning
something big. I've even heard stories that Wily-Kit is still alive and
that she gave birth to Mumm-Ra's child who is supposed to be the one to
conquer Third Earth."

"What about Grune? What does he have to do with the Mumm-Ra?"

"He's the one who gave Mumm-Ra the idea to impregnate Wily-Kit. He
impregnated Cheetara himself and now has a daughter. He and Mumm-Ra visited
the same cave that made Tygra old when he was looking for Thundrilium and
aged their children. Their age is not known, but they can't be any older
than Jana. When I heard about that I panicked and did the same to our
daughter. I thought maybe she could help you and Tygra out. She's very
quick and quite the fighter too."


"Lion-O? Are you alright?"

"Yes I'm fine. If Cheetara or Wily-Kit are still alive I'll save them."
Lion-O said seething, "And Mumm-Ra will bring Jana no harm."

* * *

Several days passed and surprisingly Cheetara wasn't beckoned by the Mutants
or anyone visiting Castle Plun-Darr. She was about to fall asleep for the
night when the door to her cell opened up and Grune walked in.

"Good you're awake. When the Berserkers return in a few days they'll have a
new cat for us to play with and to give me another child to carry on my work.
It's not that I don't appreciate all you've done for me and I know for sure
that the mutants appreciate you as well, but you're time here is almost done.
Tonight though we'll go one more round for old time's sake. We'll even use
the master chamber tonight."

Cheetara's head snapped backwards as Grune yanked on the chain attached to
her collar. They walked down a path Cheetara had long since memorized with
as many times as she walked it and in the allotted seven minutes she was
being thrown onto the bed after having her collar removed by Grune.

"Good girl Cheetara," Grune mocked as he forcefully kissed her on the lips.

Cheetara ignored him developing a plan of escape as Grune continued to
entertain himself with her body.

Grune had pulled his trunks off and his tongue was slipping in and out of
Cheetara's box as he pressed a finger to it. Cheetara feigned moans of
pleasure and even began to squeeze her breasts and pinch her nipples. So
the stimulus to her nipples did turn her on a bit, but Cheetara kept a cool
head as Grune started licking her cuntal lips and his finger pushed in and
out of her vagina.

"Come one big boy, you know this makes me feel good even if I'm a slave to
you. Let me help you out there," Cheetara seductively whispered.

"You sure are friendly all of a sudden."

"I just want to make your dick nice and hard so it'll feel good to you when
you stick it in my ass like I know you want to. Everyone here does."

Grune leaned over Cheetara and grabbing a handful of her hair pulled her face
towards his.

"Listen you little bitch, I'm not stupid. You try anything and I'll hurt you

"Grune I gave birth to your child. I'd never do anything to you and leave
her without a father."

"Whatever," he replied letting go of the hair letting her head fall back on
the bed.

With caution Cheetara got on all fours and positioned her head right above
Grune's cock after he laid back. Even if she was miserable bitch and slave
Cheetara sure did know how to pleasure a person. Cheetara looked up as her
head keep bobbing up and down licking Grune's shaft and watched as a smile
finally came over his face and his eyes closed.

"It's now or never," Cheetara thought slowly stopping completely taking Grune
in her mouth.

Grune let out a blood curdling scream that could be almost be heard
throughout the entire castle as Cheetara took one hard bite grinding her
teeth together until they bite through Grune's fleshy appendage. Blood
started to gush out and splash Cheetara on her face when she pulled back
and spit out Grune's penis. She got off the bed and watched with a
vengeful smile as Grune thrashed about on the bed screaming as blood
continued to pour out.

It was quite awhile before Grune finally bled out and died and as she watched
his body come to a stop she spoke outloud to herself.

"Fuck you and that bastard child of yours. I'll kill her as soon as I see
the wicked thing."

Cheetara ripped and tore the bedsheets making herself a temporary suit until
she could return to Cat's Lair. As she turned towards the chamber doors she
saw that they were already open and Elix was standing in the way.

"Father was right about you. The Thundercats are all traitors who need to be
destroyed," Elix said calmly as she walked towards Cheetara.

"Now Elix calm down, your father was barbaric and treacherous coward. He
betrayed the Thundercats."

"I saw you kill him," Elix said removing a knife from it's sheath tied around
her leg. "Now I shall kill you BITCH!"

Knife in hand Elix lunged towards Cheetara ready to strike her down.
Cheetara dodged the knife and threw an elbow to Elix's back as she stumbled
by dropping the knife. Angered Elix dove at Cheetara tackling her. Mother
and daughter rolled around on the floor scratching and clawing at each other
pulling each other's hair. Cheetara then managed to roll on top of Elix
using her legs to pin Elix's arms to the floor. Cheetara's hands quickly
wrapped around her daughter's neck and squeezed tightly choking the life
from her.

Tighter and tighter her grip on Elix' neck got turning the girl's face
different shades of purple. Elix coughed harshly and she tried to free
herself but it was to no avail. It wasn't until tears started to roll
down Elix's cheeks that something tugged a Cheetara's heart causing her
to let go. Cheetara freed Elix by standing up and watched as her daughter
hacked and coughed as she took in air.

It took several minutes for Elix to regain her composure, but when she did
she looked up at her mother and started to cry.

"I'm sorry mother... Father... I mean Grune raised me to hate you so much."
Elix cried wiping the tears from her eyes.

"I'm sorry too. I don't know what came over me," Cheetara smiled as the two
walked towards each other.

Cheetara and Elix stopped about a foot apart and just looked at each other
for a few seconds, then without a word they embraced and hugged. After a few
minutes together they broke apart.

"Let's go to the Cat's Lair now. Lion-O could really u---" Cheetara began as
she turned back towards the chamber door.

She stopped in mid-step and looked down at her stomach and watched Elix
removed the knife that was in it.

"Oh I'm almost forgot, Dad also taught me to keep a spare," Elix said with a
big grin as she plunged the knife back into her mother's stomach.

Again and again and again she stabbed Cheetara in the abdomen until it was
a bloody mess and her stomach was pushing to fall through the gaping holes.
Elix squatted over her mother's dead body and cut a large hole into her
chest. Removing the skin Elix pulled and yanked Cheetara's innards out
until she found the heart. Elix threw it on the ground, raised he foot up
high, and stomped hard on it. Cheetara's heart exploded underneath her foot
sending it flying in pieces and squirting blood all over Elix's feet and
legs and the floor around her.

"You know, the Berserkers aren't going to be at all happy now that Cheetara's

"What do you want Lion-Ra?"

"Nothing really. You walked past me awhile without saying a word, and I got
this feeling that maybe I should follow you."

"I'm fine, you can leave now."

"Oh really? Then why are you still staring at your mother's corpse?"

"Shut up about my mother, you have no room to talk. You've been fucking
yours for almost the last week."

"She loves me, but my mother is crazy now. She's going to die soon anyway."

Elix turned and looked quizzically at Lion-Ra.

"How do you know she's going to die?"

"I keep seeing it in my dreams. Lion-O slays her in Mumm-Ra's pyramid. Then
he kills me."

"What??? That can't happen! You're the one to conquer Third Earth!"

"I'm not the one that conquers this forsaken planet. I'm one only to help do
so. I can only see my future and not others. I only saw my mother's death
because mine is so close behind."

"So what do you see in your future right now?"


Lion-Ra leaned forward kissing Elix on the lips. Their breath both started
to come out hard as their lips pressed and wrestled with each other. Elix
then suddenly pulled back.

"What's wrong Elix?"

"I... I... I can't do this."

"Why not?"

"I just killed my mother and..."

"And she killed your father. There's a reason we both came to loathe the
Thundercats. You wish to kill the remaining Thundercats, we both do and far
before Lion-O and the others landed here events were set into motion for us
to be here tonight. It was no accident that your father reached out to help

Elix stared back into Lion-Ra's eyes and neither spoke a word. Then just as
the stillness came it also went. Wrapping her around Lion-Ra's sides Elix
kissed him lightly on the lips. Lion-Ra hugged her back and smiling at the
devil in his arms pressed his lips to Elix's. Their heads broke away and
Lion-Ra help removed Elix' clothing. Scooping her up in his arms Lion-Ra
stepped over Cheetara's body and carried Elix to bed.

Despite her evil and nasty nature Elix was nervous and breathing uneasily as
Lion-Ra kissed and caressed her body. She could feel his hot breath on her
body as he slowly moved his down towards her legs. It was then she let out
a small gasp as his tongue flitted across her untouched virgin pussy.

Elix's body started to react in ways she had never experienced before.
Several spots on her body began to tingle and pulse as Lion-Ra continued to
eat her out. Elix reached for the spot between her legs but Lion-Ra only
swatted her hand out of the way as he started finger her pussy with one
hand and began to rub her clit with the other. She then reached up for her
breasts and started to roll her nipples over between her fingers.

With plenty of practice on Wily-Kit Lion-Ra was able to keep his cool as Elix
really started to moan and twist with pleasure. It was then that Wily-Kit
remembered something she had seen her mother do the mutants during one of
their get-togethers. Elix pushed Lion-Ra's head away from her pussy.

"Is something wrong Elix?"

"Nothing's wrong Lion-Ra, just take off our clothes and lay on the bed."

Lion-Ra got on the bed and Elix lowered herself so that she was just below
Lion-Ra's. She began by taking his prick into her hand and licking at his
scrotum. Elix then started to slowly lick up and down Lion-Ra's shaft as
she fondled his balls with her hand. Lion-Ra then unexpectedly moaned as
Elix engulfed the head of his dick in her mouth slowly lowering herself
down onto him. Elix sucked on Lion-Ra much like his mother did and Lion-Ra
could feel the pleasure from then swelling in him now. As his prick
continued to go deeper and deeper into Elix's mouth Lion-Ra could feel it
pulse and at times it almost came more than he could bare.

"Elix..." he whispered.

Lion-Ra didn't say anything else but his heavy breathing and the way he
looked at her told her everything she needed to know. Elix stopped giving
him oral and laid on the bed next to Lion-Ra. He followed by opening her
legs up and gently poking his dick into her cunt. Elix waited in
anticipation and her body cringed with nervous pleasure as Lion-Ra filled
her pussy up. She then tensed as he bumped into her hymen. Lion-Ra looked
down at the Thunderan and she nodded slightly.

Elix shut her eyes tight and whined briefly as Lion-Ra's dick popped her
cherry sending small bolts of pain through out her body. When the pain
subsided Elix was able to open her eyes and fully give herself to Lion-Ra.

Born and bred for evil and the destruction of the Thundercats, neither Elix
nor Lion-Ra cared about that at the moment as they enjoyed the togetherness
of their bodies. Together their bodies would move as one for nearly an hour
and it was Elix who orgasmed first. Her body shook and screamed in ecstasy
as her tingly cunny spewed forth her girlie juices. Elix would come again
a short while later as Lion-Ra wouldn't orgasm for nearly another twenty
minutes. He pressed his body to hers and pushed hard into her pussy as his
seed shot into Elix' womb.

Exhausted Lion-Ra pulled out of Elix and fell to the bed next to her.

"It's our child that conquers Third Earth isn't it?" Elix asked.

"Are you so sure you're pregnant?"

"Yes I am. I can feel it."

"I don't know. Like I said I can only see my future, but I think you'll do
Grune proud."

"I hope so. Once and only once Lion-O and Tygra are dead will I have

"It's still light out right now. Would you care to come along and maim some
Berbils with me?"

"Sorry Lion-Ra," Elix declined sitting up, "but I've got some unfinished
business to attend to."

Elix picked up her clothes and started to dress when Cheetara's body caught
her eye. She walked over to the body and squatting above her mother's face
Elix stood there as urine started to squirt out from her pussy soaking
Cheetara's face. When she finished peeing, Elix waited for a moment and
then started pushing with her sphincter as shit started to ooze from her
ass. Elix crapped out three large pieces then tore a large piece from
Cheetara's makeshift suit and wrapped it around her hand. When her hand
was completely covered Elix took each piece of shit and smeared it all over
her mother's face and hair. As Elix finished coloring her mother's face
she moved Cheetara's bottom to the side exposing her pussy. Elix ripped
another piece from Cheetara's bed sheet suit and carefully removed the
feces ridden cloth that covered her own hand. Using the new rag she had
Elix took the shit stained rag and shoved both rags inside Cheetara's cunt.

Elix squatted there next to her mother for several minutes as anger boiled
in her head and her stare nearly burned a hole in Cheetara's head. When she
finished she stood up and looked disdainfully upon the body. Elix spit
once on it then finished dressing and left the room.

"If our child has half the anger she does, then he just might be the one to
conquer this planet," Lion-Ra thought as he finished dressing.

* * *

"Must we use weapons of death and destruction?" Bengali asked as he, Lynx-O,
and Pumyra watched the Berserkers depart their ship and walk down the beach
towards them.

"I don't much like this either," Pumyra added as the Berserkers drew nearer.

"None of us like this, but Third Earth is starting to greatly darken and
cover with a shroud of evil. The Berserkers are no exception. They will
kill me and Bengali and take Pumyra to Mumm-Ra to breed his Thunderans of
destruction. We aren't the only Thunderans on this planet; we must take
the ship and seek out the others before it's too late.

Armed with knives and swords the three Thunderans clashed with the pirates
on the island beaches. Bengali was the first to be stabbed, but it was only
a flesh wound in the leg. Before he could removed his sword Cruncher went
tumbling to the ground with a knife in the heart.

Fate was not so kind to Lynx-O. With a double sword shot to the chest he
fell victim to Hammer Hands evil ways. The remaining combatants fought
long and hard for twenty minutes, but Bengali and Pumyra found themselves
weaponless and laying at the water's edge.

"We need her but kill him," Hammer Hand ordered walking back to his ship.
He started to turn around, but look a large rock to the side of his head.
Angered he turned to face his attacker. Hammer Hand nearly started
laughing at the site of Berbils holding sacks full of rocks.

"My my, during this time of uneasiness and fear even the Berbils have taken
up arms," he smiled.

"What should we do boss?" Top Spinner asked with a knife to Bengali's throat.

"Nothing they're harmless. Let's go back to the ship."

No sooner had Hammer Hand said that the Berbils started to hurl their rocks
at the pirates.

"Ouch! These things hurt!" Ram Bam shouted as rocks continued to rain down
on them.

"Kill them! Kill them all!" Hammer Hand shouted as he charged at the

Top Spinner let go of Bengali and started to go help his leader, but Bengali
stuck his leg out and tripped him up. Top Spinner dropped his knife in the
process and Bengali grabbed it before he could get back up. With a quick
flick of the wrist the blade found it's way across Top Spinner's throat and
he fell to the ground clutching at the wound as his blood started to squirt

"Holy shit! Top Spinner's de-" Ram Bam started to say but as his neck
snapped in two. Pumyra just watched as she let go of the Ram Bam and his
limp body fell to the ground.

With death on their hands Bengali and Pumyra turned to watch as Hammer Hand
was dragged under the group of Berbils and slowly and maliciously beaten to
death with rocks. When the carnage was done playing out Lynx-O, the
Berserkers, and several Berbils were dead.

"Time is of the essence to us now and we're forced to leave before we can
bury our dead, so please I beg you give Lynx-O the burial he deserves,"
Pumyra pleaded.

The Berbils readily agreed and with much trepidation, the last two Thunderans
on the island boarded the ship and sailed off.

* * *

"I bring most unfortunate news from Castle Plun-Darr father," Lion-Ra said
entering the chamber to Mumm-Ra's pyramid.

"Yes I know. It's most unfortunate that Grune is dead. I could feel it in
the air."

"Yes, it was Cheetara who killed him."

"Who in turn was killed by her own daughter who know carries your child.
While I'd rather not have Grune dead, things are still in place for the
destruction of the Thundercats and the conquer of Third Earth."

"How shall we proceed?"

"Send Lion-O a message. Take the mutants and wind cutters and go to the
Tree Top Kingdom. Burn it to the ground and kill everyone. Jana's there so
take extra `special' care of her."

* * *

The radar in Cats Lair picked up the Berserkers ship at a nearby beach and
Lion-O and Tygra cautiously snuke down there to check it out. As they hid
behind overhanging rocks they expected to see the Berserkers up to no good.
Instead all they saw was an abandoned ship.

"What do you make of this Tygra?" Lion-O asked. "There's the ship, but I
don't see anybody."

"I'm not sure. It's as if someone just left it there. There's no trace of
any kind of movement or anything at all."

Still expecting someone or somebody to jump from hiding and surprise them,
Lion-O and Tygra quietly made their way down to the beach with their weapons
drawn. Closer and closer they got to the ship and still nobody appeared.
Suddenly Lion-O stopped in his tracks.

"You see that over there? By the hole in the ship's hull?" He asked.

"Looks like bodies. Let's see who they are and if they're alive. They might
be able to help us against Mumm-Ra," Tygra said.

"And if not we'll have to kill them if they're not already dead."

Slowly they walked towards the body and when they were within feet Lion-O and
Tygra saw something they couldn't believe.

"Hey Tygra, I thought we were the only surviving Thunderans."

"Apparently not, though they might still be dead."

"Hmm... She's still alive. I can feel her pulse," Lion-O said as he placed
his fingers to Pumyra's neck.

"So is he," Tygra replied doing the same to Bengali.

"I'll stay here and watch them. Go back and get the Thunder Tank so we can
transport them back to the lair," Lion-O said.

"Alright I'll be back soon."

* * *

As Lion-Ra whizzed through the night on his Sky Cutter he could clearly see
the Tree Top Kingdom in the distance. Following close behind were Monkian,
Jackalman, Slithe, and Vultureman on their own Sky Cutters.

"Remember kill everyone and burn the village! Jana is mine though!" Lion-Ra
shouted as they five of them flew in on the attack.

With only a handful of guards and most of the Tree Top Kingdom sleeping
the Amazons were easily overwhelmed by the attacking intruders. Everyone
including Queen Willa fought bravely but their primitive weapons were no
match for the flying vehicles. Blast after blast shot from the Sky Cutters
blowing out the bridges between the huts trapping their inhabitants. Every
hut was burning and every Amazon screamed in agony as fire ate away at their
bodies. Every hut except one.

With everyone dead and the village burning the quintet flew towards Queen
Willa's hut.

"Give me one of your axes Jackalman," Lion-Ra demanded as he jumped from his
hovering Sky Cutter onto the platform surrounding the hut. Jackalman tossed
it to Lion-Ra when he landed. With swift blows Lion-Ra killed Willa's
remaining guards as they attacked him. With blood on his clothes and flesh
on his axe Lion-Ra was confronted by Willa.

"Even if you defeat me, Lion-O will become much angrier than you're ready to
deal with and come after you," Willa warned pointing her crossbow at Lion-Ra.

"That's what we're counting on," he sneered as a net shot out Monkian's Sky
Cutter entangling Willa.

Jana screamed as Lion-Ra kicked the hut door down and entered.

"Remember, you must kill her! Mumm-Ra's orders!" Lion-Ra shouted back before
advancing towards Jana.

"What do you want from me?" She asked trembling.

Lion-Ra grabbed her by the hair and yanked her to her feet.

"You see that?" He asked as he pointed to the platform outside the hut.

Kicking and screaming was Willa as her clothes were torn from her and the
mutants sexually assaulted her.

"I bet you've never done any of that before have you?"

Jana watched with horror filled eyes as Willa was forced down on Jackalman's
cock who was lying on his back. Pushing Willa forward Vultureman pushed his
cock into her virgin anus and listened as she screamed. Monkian who had a
hatred for the Thundercats and their allies rivaled only by that of Mumm-Ra's
started first pulling Willa's hair out by the roots. The kingdom queen
started crying and letting out deafening screams as Monkian spent nearly ten
minutes ripping most of her hair out. When he was finally satisfied with his
makeover of Willa, Monkian shoved his prick into her mouth.

Lion-Ra let go of Jana's hair as she started crying hysterically and fell to
the floor.

"Stop crying bitch!" Lion-Ra shouted angrily as he planted his boot to the
back of her head. "I don't want to hurt you but you give me no fucking
choice! Now get up!"

Jana lay where she was and kept crying.

"I said get up you stupid cunt!" Lion-Ra yelled as he grabbed her hair once
again and dragged her to her feet. "I'll give you something to cry about you
weak little bitch!"

Lion-Ra flung Jana by the arm across the room and she crashed into the wall
and fell to the floor. He then picked up a nearby chair and smashed it into
Jana's hip breaking it as she put her arm up in weak defense. As she laid
there on the floor clutching her broken hip Lion-Ra knelt down and roughly
tore her clothes from her body. Lowering his trunks Lion-Ra proceeded to
anally rape Jana right there on the floor. She screamed and cried
continuously as she felt her anus get ripped apart as Lion-Ra forced his dick
into it.

Outside the mutants switched places with Slithe fucking Willa in the ass,
Monkian penetrating her pussy, Jackalman shoving his dick into her mouth,
and Vultureman stood by as he readied a noose and tied it to the hut's roof.

When Jana's ass started to bleed this enraged Lion-Ra further and he slammed
her face into the floor six times before turning her on her back. He didn't
care that Jana's noise was shattered and deformed looking now. He didn't
care that both of her eyes were starting to swell shut. Nor did her care
that three of her front teeth were now missing. All Lion-Ra cared for now
was the annihilation of the Thundercats and revenge for the death of Grune.
With no regard for Jana there was little to stop Lion-Ra as he proceeded to
rape Jana's cunt.

Each mutant removed themselves from Willa's orifices and proceeded one at
a time to fuck first her pussy, then her ass, and ending with her mouth
penetrating each hole hard until their cum decorated it's insides. When
all were finished Queen Willa had become a bloody and beaten woman, thanks
largely to Monkian. Mutant cum oozed from each of Willa's entrances as she
lay on the platform motionless.

"Everyone done?" Monkian asked grabbing Willa by the neck and picking her up.

After the other the all said yes Monkian hoisted Willa up with one arm as he
placed the noose around her neck.

"Last chance," he said.

Nobody objected and Monkian let go of Willa. He started to smile and laughed
maniacally as the woman's body thrashed around and she grabbed at the rope
around her neck as it choked the life from her. When Willa finally stopped
moving Monkian grabbed the axe Lion-Ra had used to kill Willa's guards.

"Hold her arms out," He told Vultureman who did as he was asked.

Monkian first sliced through Willa's left arm, the chopped off her right one.
Then when everyone got out of the way he swung the axe cutting off Willa's
legs. As Willa hung on the noose gushing blood from where her limbs used to
bed, Monkian smiled with contentment and kicked her arms and legs off the
ledge. The mutants climbed back onto their hovering Sky Cutters and waited
as Lion-Ra finished his business.

Shock took over Jana's body as the traumatizing events unfolded. Lion-Ra
ignored her catatonic state and kept pushing and thrusting his manhood into
her raw pussy. Then something snapped in Lion-Ra's head as he felt his
swollen penis start to throb and ache. He grabbed Jana by the neck and
started to viciously choke her squeezing every bit of air from her body.
As her body thrashed and gasped for oxygen, Lion-Ra kept his hold and Jana's
body soon ceased to move.

He gazed upon the dead body of Lion-O's daughter as his prick kept slamming
into her and the sight overjoyed him immensely. Perhaps other than when he
was with Elix this was one of the few times Lion-Ra was `happy', so much so
that the grunted and groaned loudly as he shot load after load after load of
his cum into Jana's deceased body. Lion-Ra was breathing heavy when he
finished and slowly he stood up and looked at the carnage inside the hut.

"That should make out intentions clear to Lion-O," he remarked to himself as
he dressed and went outside.

"You ready Lion-Ra?" Slithe asked.

Lion-Ra looked at the bloody mess that was Willa and the pool of blood
beneath her body. He signed his name in the blood and hopped back onto his
Sky Cutter.

"Nice work Monkian, now let's head to the pyramid and report back to

Without a second though Lion-Ra and the mutants flew off leaving the lone hut
standing as the rest of the kingdom burned to the ground.

* * *

As Lion-O, Tygra, Bengali, and Pumyra discussed their journey from the end of
Thundera to Third Earth the radar sensor went off.

"What's that?" Pumyra asked as Lion-O checked the monitor.

"It's the radar and sensors that the lair has. It'll pick up any life form
within mile and can even identify the person if they're in our databank,"
Tygra explained. "We'll have to take you two on a detailed tour of the lair
sometime soon."

"What did it pick up Lion-O?" Bengali asked as Lion-O reset he sensor.

"It's a Bulkan."


"They rarely come out this far unless they need help. Mumm-Ra's up to
something I know it!"

"Let's find out then," Pumyra said standing up.

"I trust you two are handy with your weapons?"

"Of course we are."

The Thundercats hurried outside to meet the Bulkan who himself had hurried
his trip to the lair and ran most of the way which was evident by his sweat
and heavy breathing.

"What's going on?" Lion-O asked.

"Lion-O... Willa... Tree Top Kingdom was attacked... and burned..." the
Bulkan panted slowly regaining his composure.

"Oh no! Jana!" Lion-O panicked. "Tygra get the Thunder Tank."

"Thanks for the warning," Tygra thanked the Bulkan before heading back into
the garage for the vehicle.

The cats all jumped into the tank and with Lion-O at the helm they raced
toward Willa's kingdom. The Thunder Tank suddenly lurched to a stop and the
Thundercats just stared as their eyes gazed upon the smoldering remains of
Amazon village.

"What happened here." Pumyra asked shocked climbing from the tank.

"It's all been burned down," Tygra replied.

"Except that one," Bengali pointed at Willa's hut.

"Oh my god, that's Willa's hut!" Lion-O shouted as he raced to the top with
the others not far behind.

Pumyra threw up all over the platform as the four of them looked at the
carnage; maimed dead bodies, blood, and Willa's tortured body hang from a
noose by her neck.

Tygra then heard a loud blood-curdling scream like he never had before.

"Lion-O what's going."

Tygra stopped mid-sentence as Lion-O emerged from the hut carrying his
daughter's body in his arms. He dropped to his knees, laid her body down,
and covered his face with his hands.

"Who did this?" He asked removing his hands after a few minutes. "WHO FUCKING

"I know he's Mumm-Ra's son and I've heard the stories but I didn't think he
was this vicious." Bengali commented as he squatted and examined the pool of
blood Lion-Ra signed.

"He's lived his last day, so has Mumm-Ra," Lion-O said as he started to
climb down from the hut.

"Lion-O don't. We'll get our revenge but not like this. This is what they
want," Tygra said placing his hand on Lion-O's shoulder stopping him.

"What do you me we?" Lion-O retorted shaking his shoulder free. "You're not
the one who lost a daughter I did! Look at her face! Her teeth are missing,
her nose is broken in a million pieces, and her eyes are swollen shut god
damn it! Look at the bruising all over her body! Lion-Ra just didn't kill
her; he tortured and beat her to death! HE RAPED HER TYGRA! This is my
battle now and I'll take care of this!"

"Lion-O don't. This isn't the way. Listen to me please!" Tygra said putting
his hand on Lion-O's shoulder again.

"Fuck you Tygra!" Lion-O screamed as he swung his arm around Sword of Omens
in hand.

Tygra's face froze in shock and the Eye of Thundera turned pitch black as
Lion-O struck Tygra in the belly with the sword. He pulled the sword and
watched emotionless as Tygra clutched at his wound and fell to the ground.
Raising the sword, Lion-0 slammed it down across Tygra's neck beheading him.

Pumyra and Bengali drew their own weapons as the watched Tygra's head roll
to a stop at their feet.

"Lion-O put the sword down," Pumyra said.

"Don't try and stop me. Tygra did and now he's dead. Let me finish my

"Lion-O you're turning into one of them. Now drop the sword," Bengali said

"Come and take it."

With hammer in hand Bengali attacked Lion-O who blocked it with his sword.
Back and forth they exchanged blows Bengali slowly succumbing to the
quickness of Lion-O and the Sword of Omens. Lion-O reached back to swing
hard at the Thundercat when he suddenly decided to duck. Just as he did,
two of Pumyra's exploding orbs flew by and struck Bengali in the face
blinding him.

Seeing Bengali's new weakness Lion-O turned on Pumyra and stabbed her in
the face. She died instantly as the blade exited the back of her head with
bits of her brain on it. Lion-O pulled the sword from Pumyra's head and
seeing Bengali stumble around he lopped his head off just as he had done to

"I told you not to try and stop me," Lion-O huffed watching the three dead
Thundercats bleed out.

He climbed down from the hut and jumped back into the Thunder Tank. With
fresh blood on his hands and a name in his head, Lion-O took off for
Mumm-Ra's lair.

* * *

With his adrenaline pumping and no fear in his body Lion-O crashed the
Thunder Tank through one of the sides of Mumm-Ra's pyramid. He exited the
vehicle and walked into the main chamber. There Lion-O saw Wily-Kit sitting
in the throne that Mumm-Ra normally sat in.

Lion-O started walking towards her when suddenly found himself surrounded by
the mutants.

"You're time is now Lion-O. Make this easy for yourself and surrender and
your death will be quick!" Jackalman grinned.

"Never! Lion-Ra and the lot of you killed innocent people! You shall
received no mercy from me!"

"Yesss that isss true, but you killed you're fellow comradesss," Slithe
sneered. "That is not conduct very becoming of a Thundercat."

"Shut up Slithe!" Lion-O shouted attacking him.

Slithe raised his axe up to block Lion-O's blow and countered with a swing of
his own. As Lion-O and Slithe fought Jackalman attacked Lion-O from behind
jumping on his back choking him. Lion-O backed away from Slithe as he tried
to rid the mutant off his back.

"Hurry and kill him! I've got him!" Jackalman shouted still choking Lion-O.

Slithe raised his axe up high and swung his arm towards Lion-O. Right as
the axe started forward Lion-O flipped Jackalman off his back towards Slithe.
Jackalman shouted as Slithe's axe buried itself deep into his back.

"Oh shit!" Slithe said seeing his mistake. He started to turn to run
and felt a sword enter his back and exit his chest. He looked down only
momentarily to see the tip of the sword before blackness engulfed him.

With his foot holding down Slithe Lion-O pulled the sword from his body.

"What do we do Vultureman? What do we do?" Monkian asked terrified.

"I don't know! This wasn't supposed to happen!"

"Kill him you cowards. He's flesh and bone just like you. Kill him or die
trying, because I'll kill you if you don't!"

Lion-O looked back into Wily-Kit's direction and saw Lion-Ra standing next
to his mother.

"Lion-Ra you son of a..."

"Ah ah ah! Watch yourself Lion-O. That's my mother you're talking about.
However if you can kill Vultureman and Monkian then you'll get your chance
to kill me."

"What? What're you talking about Lion-Ra?" Monkian asked not wanting to
fight Lion-O.

"Shut up you coward! What happened to your hatred towards the Thundercats?
You're only good to beat them when they're already captive? You coward!"
Vultureman demeaned Monkian as he pulled the axe from Jackalman's back. "If
that's the case it'll be my pleasure to kill the last good Thundercat on my

Vultureman and Lion-0 circled each other weapons drawn and eyed each other
up. Then without a word they lunged at each other and the sound of metal
clanging echoed through the pyramid as their blades struck. Back and
forth they attacked and parried and did so much so that Lion-O forgot about
Monkian. His presence was soon remembered as Monkian's mace struck Lion-O
in the side. Lion-O grimaced holding his side as the pain shot through his
body. With a hard kick to his back Monkian knocked Lion-O to the floor.

"See how easy this was?" Vultureman laughed raising the axe into the air.

"NO!" Wily-Kit shouted jumping onto Vultureman's back holding his arms back.

"What're you doing Wily-Kit? Get off him!"

Monkian ran behind and grabbed hold of Wily-Kit tugging on her trying to
get her to release Vultureman's arms. Lion-0 got to a knee and seeing a
golden opportunity thrust the Sword of Omens through Vultureman and
Monkian's bodies. He then pulled out the sword and sliced their heads off
with one fell swoop.

"I thank you for saving my life Wily-Kit," Lion-O said as she landed on the
ground behind him, "but you're with them and are now sworn a enemy as they

"Lion-O! No Wait!" Wily-Kit pleaded but her words fell on deaf ears as the
sword tore her flesh cutting through tendon and muscle, chopping up organs as
it passed by them, and exiting her body on the opposite side. Not a second
after the sword left Wily-Kit's body her upper torso fell to the floor
separating from her lower torso.

"The mutants are dead, now it's you're turn," Lion-O scowled facing Lion-Ra.
"How does it feel to now have your mother killed by a Thundercat as well?"

"Mother's death was most unfortunate, but not unseen. Such as it is to lack
real emotion when you have that kind of power. Fear not Lion-O, I will take
the same great pleasure in killing you as I did poor Jana. No doubt you saw
the kindly treatment I gave that cunt before she died. Perhaps in heaven you
can enjoying fucking her like I did!"

"You bastard!" Lion-O swinging the sword at Lion-Ra. He deftly jumped out of
harms way and the blade never came near him.

"Nice try, but you must be faster than that," Lion-Ra said grinning standing
next to Mumm-Ra's sarcophagus.

Slowly the sarcophagus opened and Mumm-Ra emerged. Inside laid the Sword of

"Now Thundercat, I'll give you one last chance to surrender and die quickly,"
Mumm-Ra warned.

"Never Mumm-Ra! I'll strike you both down even if it means the end of me!"

"Good good, that's what I was hoping to hear. Only one of us will die
tonight. Now prepare to meet you're maker! Ancient Spirits of Evil transform
me into Mumm-Ra the Ever-living!"

Lion-Ra took the Sword of Plundarr and waited as Mumm-Ra transformed himself.

"Now prepare to die Thundercat!"

Lion-O raised his sword to defend as the transformed Mumm-Ra attacked with
only his fists. Lion-Ra took position on the opposite side of Lion-O
surrounding him. Valiantly Lion-O tried to fend off both attackers as they
beat on him, though their intentions seemed more to toy with him than to kill
him. Lion-O escaped into a corner of the pyramid giving him but short time
to regroup as father and son were both quickly on him.

Lion-O screamed in pain as Lion-Ra thrust his sword into both of Lion-O's
legs. Falling to the ground Mumm-Ra picked Lion-O and carrying him above his
head walked towards the cauldron. It started to sizzle and bubble violently.

"Jaga help me."

"Jaga's sealed away forever! He's of no help!" Lion-Ra snarled.

"I've got to do something now," Lion-O thought to himself.

As he turned his head and his eyes spied on Mumm-Ra's sarcophagus and an idea
formed in Lion-O's head. Twisting and turning Lion-O forced himself from
Mumm-Ra's clutches falling to he floor. Lion-O's arm whipped around in time
to place the Sword of Omen's into Lion-Ra's throat as he lunging towards
Lion-O. Lion-Ra staggered around a bit clutching at his throat before
falling to his knees then onto his face. As Lion-Ra's head hit the ground
the sword's blade pushed all he way through his neck down to the hilt.

"LION-O!" Mumm-Ra shouted as bolts of lighting shot from his hands.

Lion-O deftly dodged the bolts and raced towards the sarcophagus. A few feet
from his target Lion-O fell to the ground as a sharp pain entered his back.
Lion-O stumbled to his feet and felt more of Mumm-Ra's bolts enter his body.
Lion-O's body wanted desperately to fall to the ground, but he forced himself
to will through the pain. Wrenching the sarcophagus from it's place, Lion-O
started dragging it towards the cauldron. Mumm-Ra greatly feared Lion-O's
determination and continued to shoot a steady stream of electricity into him.
No matter how much he grimaced and felt pain, Lion-O would not go down until
Mumm-Ra was destroyed. With one last burst of strength Lion-O threw the
sarcophagus into the cauldron.

His body fell to the floor and the pain suddenly stopped. Lion-O looked up
as Mumm-Ra started screaming his body starting to heat up catching on fire,
before exploding into ash. Getting to his feet Lion-O stumbled towards his
self-made entrance as the pyramid started to crumble and fall. He made it
to the Thunder Tank and fell inside. The last thing Lion-O remembered was
pushing several buttons to put the vehicle into autopilot.

* * *

When Lion-O came to he found the Thunder Tank had not failed him and found
its way back to the Cat's Lair garage. He sat up in the vehicle and looked
around the garage. Mumm-Ra and the mutants were dead, so while Third Earth
still had its share of unscrupulous characters still around its immediate
threat from evil had been vanquished.

Lion-O sighed heavily and thoughts of shutting down the lair crossed his
mind. He was the only surviving Thunderan left on Third Earth and quite
possibly in the universe. One person couldn't possibly maintain the place
or make good use of it. On passenger side floor board Lion-O spotted what
used to be the Sword of Omens. Now the Eye of Thundera was blackened and
the blade was caked with dried blood and flakes of flesh.

Coming to a decision Lion-O decided he would indeed disarm Cat's Lair and
shut it down. He would go and live out the remainder of his life in a nearby
village of Berbils who with their help Lion-O hoped to create a memorial
where the Tree Top Kingdom once stood dedicated to Willa, her people, and all
the other victims of Mumm-Ra and Lion-Ra's savagery.

First he would go out for one last drive on Third Earth before he gave up
his time as a Thundercat for good. Lion-O zipped out of the garage in the
Thunder Tank and just drove going by all major points of Third Earth. The
remains of the Tree Top Kingdom stood as they did the day before quiet and
empty. Where Mumm-Ra's pyramid once stood there was only rumble and many
Third Earthers including quite a few Brutemen were clearing away the debris
getting rid of all signs of it's former resident. Lion-O made a stop at
Castle Plun-darr where it was in the process of deconstruction as well. He
then noticed there was a large group of Third Earth natives gathered around
in circle.

"What's going on?" Lion-O asked.

"Thank goodness you're here Lion-O," Robear Bill replied. "We found Elix
here at the castle and wanted to know what you wanted to do."

"What happened to her hands and feet?"

"She had been nailed to a nearby tree with her arms stretched out. We don't
know why and she won't say a word so we just bandaged her wounds."

Not trusting a child of Grune but seeing the young Thunderan in pain Lion-O
knelt by Elix and tried to be as calm as possible.

"What happened Elix? Who did this to you?"

Without a word Elix just looked up into Lion-O's face and tears began to
stream from her eyes.

"You can trust me Elix. Please tell me what happened."

Suddenly the Thunderan burst into a hysterical cry and began to ball her eyes

"I'm so sorry Lion-O! I'm so sorry! I couldn't save her!" Elix cried
tightly squeezing her arms around Lion-O.

"Sorry for what? What happened? Why were you nailed to a tree?"

"Days ago, father killed mother in during one of his rages. I killed him
because of that and then without him around to instill fear the mutants
nailed my hands and feet to a tree and left me to die," Elix sobbed crying
on Lion-O's shoulder.

"Well Lion-0?" Robear Bill asked.

"You can finish tearing down Castle Plun-darr and doing whatever you had in
mind with the land. I don't suppose we can really punish her for the
circumstances she was given in life so I'm going to take her in for now and
assess everything later."

"Be careful Lion-O," Bill warned.

"I will, thanks."

Lion-O carried Elix to the Thunder Tank and placed her inside the passenger's
side. Climbing in on the driver's side he started it up and headed home
towards the lair.

* * *

Three months passed since Lion-O took in Elix and though they were a bit
small Lion-O had given Elix Wily-Kit's old clothes to wear. As Elix's
pregnancy developed her ever-expanding stomach now made it impossible to
wear the clothing with the belt. It wouldn't be until dinner one night
before Lion-O commented on Elix's weight gain.

"You eat like you're eating for two," Lion-O said one night during dinner as
Elix started on her fourth helping of dinner.

"What? What do you mean?" Elix asked knowing full well what he meant.

"Oh nothing," was his reply.

There was an awkward silence for a moment before Elix took advantage of
Lion-O's comment.

"Since we're the only two Thunderan's left on Third Earth, have you thought
maybe we should get together so we can keep our people alive?"

"It has crossed my mind once or twice, but Thunderan law forbids those kinds
of acts with others your age."

"That's the Lion-O we all now and love, following the letter of the law down
to the letter."

"Yeah, just like I did when I killed everyone I did," Lion-O mumbled.

"What was that?" Elix asked.

"Oh nothing."

"Uh huh. Well anyways we're the only two Thunderans left. There is no law
for an extinct race of people."

"We're not extinct yet," Lion-O replied.

"And we can keep it that way," Elix said leaning across the table and softly
kissing Lion-O on the lips.

"Elix... No..."

"Lion-O listen to me. Jaga didn't die steering your ship here so he could
watch our people die."

Lion-O sat in his chair thinking quietly.


"Oh... Sorry about that. I was just thinking."

"What about?"

"When the Thundercats and I first landed on this planet, everyone was afraid
of Mumm-Ra and what he was capable of when angry. Though danger was always
present the natives started not to fear as much because we would protect
them. I don't want to see that dark cloud return to this planet and I vow
by the blood my hands took that as long as I'm alive then Third Earth needn't
worry too much. But perhaps when the time is right we can get together then
to get work toward the survival of Thundera."


"Yes Elix?"

"While it was true I was raised to loathe and destroy the Thundercats by
Grune my father, Cheetara taught me a much more valuable lesson before her
untimely death. Part of what made the Thundercats so great is that you
genuinely cared for and looked out for each other. That is why you always
succeeded and Mumm-Ra failed. You're alive now and he isn't. But more
than that you took me in despite my past and treated me as one of your own
and I..."

Lion-O looked at Elix quizzingly.

"You what Elix?"

"I... I love you Lion-O," Elix looked at the floor as the words came out.

"Elix, look at me."

Elix's head raised up and she looked straight at Lion-O. Lion-O knew what
he wanted to say, but the more he looked at Elix the more he was reminded of
Cheetara. The great friend she was and the noble warrior. Lion-O didn't
know what else to do so he closed his eyes, leaned over the table, and kissed
Elix on the lips.

"Lion-O, what does this... I mean do you." Elix fumbled for her words and
Lion-O grabbed her by the hands.

"Let's go," he said.

"Where are we going?"

"Just come with me."

"Good, good," Elix smiled with a twinkle of evil in her eye.

* * *

The door zipped shut behind them leaving Elix and Lion-O standing at the foot
of Lion-O's bed.

"Are you ready for this?" Lion-O asked sitting on the foot of his bed so that
his head was level to Elix's.

"Yes... I love you Lion-O."

Lion-O stood up to unfasten his top and bottom and started to remove them
until he felt Elix's hands grab them and remove them herself. Lowering to
her knees Elix took Lion-O's manhood in her hand and stared at its enormity.
Lion-O felt his heart pound and his knees buckle slightly as Elix's tongue
circled around the head of his dick licking it over and over.

"Oh my god Lion-O how big are you?" Elix asked as her hand started to slide
up and down his shaft.

"I... don't know." he mumbled as the young Thunderan continued to stroke him.

Wrapping her lips around the tip of the cock Elix slowly began to take Lion-O
in licking and sucking all over his prick as it went in. Lion-O's shaft was
about two-thirds into her mouth when it hit the back of her throat. He
started to pull out when Elix stopped him. Slowly and methodically she
worked the last third of Lion-O's massive manhood into her mouth and down her

It was then Elix allowed him to pull himself out just so he could push it
back in. It was slow at first, but as Elix got used to Lion-O's size, Lion-O
found himself putting his hands on the back of her head and thrusting himself
quickly and deeply into her mouth.

"What a joke..." Elix sighed in her head as Lion-O frantically fucked her in
the mouth. She could even taste his pre-cum start to squirt onto her tongue.
"Time to end this."

With one hand on Lion-O's abdomen and the other around the base of his dick
Elix stopped his thrusting and pulled his meaty member from her mouth.

"Stick it in here," Elix grinned rubbing her hands between her legs as she
stood up.

She climbed onto Lion-O's bed and lay on her side spreading her legs just
enough for him to see her glistening wet cunt.

"I... I don't know what's come over me. But I need you now." Lion-O
whispered crawling onto the bed next to Elix.

He ran his finger up and down her slit sniffing it, as his tongue tasted her
juices. Lion-O wasted no time in turning Elix completely over onto her
stomach just the way Cheetara like to do it with him. He held Elix's body
down with his left hand pressuring her back and with his right hand he guided
his cock to her pussy.

Elix yelped in surprise, as Lion-O's dick felt much bigger in her box than
in her mouth. Her cuntal lips were split wide surrounding the invading sex
train. There was some slight pain as her pussy was stretched to it's limit,
and probably more so had she still be a virgin having her hymen broke. The
latter was a fact that Lion-O didn't seem to pick up on in his throws of sex.

Elix began to feel some relief and pleasure as Lion-O bottomed out for the
first time and pulled back out. She could hear sounds of passion escape
Lion-O's mouth as he pushed back into Elix faster and harder than the time
before. Clinching the bedsheets and closing her eyes, Elix began to fake
incensed pleasure as Lion-O really got to pounding her pussy.

"Oh my god Lion-O! It's so big and feels so good!"

"Mmph! You're sweet little pussy is as tight as Cheetara was the first time
I fucked her brains out!"

Elix cried and moaned when she felt a real orgasm started to build up in her

"Fuck me Lion-O, fuck me hard! My little pussy needs it! LION-OOOOOOO!"
Elix' body shook and she screamed as throws of ecstasy engulfed her body.

Lion-O's prick ached badly and it so wanted to come badly, but he held out
for as long as he could. The pressure in his cock kept building and it was
becoming more and more unbearable for him to continue drilling Elix's sloppy
wet pussy.

"Elix... Oh god Elix... I'm gonna come in your pussy!" Lion-O shouted.

"Do it Lion-O, do it!" She urged him on.

In seconds Elix could feel Lion-O's creamy hot cum as it shot from his dick
into her tiny wet snatch. Her body ached and still clinching the bedsheets
Elix closed her eyes and caught her breath waiting for Lion-O to finish. He
kept slapping his dick into her pussy as his gooey cum kept spitting out
filling her womb.

Empty Lion-O slowly pulled out and fell next to Elix exhausted.

"I'll be right back Lion-O," Elix said getting up and putting her shirt back

Lion-O laid in bed for the few minutes more while Elix was gone. Then rolled
out over and got out of bed and dressed. Just as he was about to put his top
back on Elix walked back into the room with her right hand behind her back.

"Whatcha hiding?" Lion-O asked.

"I'll show you in a minute but first I want to let you know how wonderful
this was for me. I see now why mother was so high on you."

"Your mother... Look Elix as far as comparing you to Cheetara, I don't know
what happened. The last year and a half have been trying times for me

"Lion-O it's ok, we're together now and soon we'll create a new Thundera
here on Third Earth. Now close your eyes and hold your hands out. I have
something to give you."

"Sure thing. You're sweet just like you're mother was," Lion-O smiled doing
as Elix asked.

Closing his eyes at that moment would be the second to last time Lion-O ever
would. Elix took the knife in her hand and plunged it deep into Lion-O's
stomach. Again, and again, and again, she stabbed him blood spurting out
from each new wound. As his blood loss increased Lion-O's strength decreased
causing him to fall backwards onto his bed.

"Why?" He sputtered as his vision blurred.

"I have a legacy to carry on Lion-O. My father's name will forever be
carried on when his grandson is born and so will Mumm-Ra's. Looks like
you've finally lost."


Eyes closed and breathing slowing rapidly Lion-O waited for death to arrive.
Soon he'd be with the others.

* * *

After she murdered the last of the Thundercats Elix in time found the
schematics to the Cats Lair and with the notes Panthro had scribbled on
them she set the lair to self-destruct. She watched from deep in the
forest as the explosion rocked Third Earth and reduced Cats Lair to mere
rubble. Elix traveled the far reaches of Third Earth until she found a
lone isolated village of Wolos. Knowing little of anything outside their
village the Wolos readily took in Elix and treated her as one of their

Six months later and two years after Mumm-Ra and Grune set events into motion
a dark and rainy sky overcast all of Third Earth. As lightning cracked and
rain poured down on the Wolo village Elix laid inside her hut screaming in
agony as her body started the process of birthing her child. Hours after her
water broke Elix was in the village infirmary with the nurse. In her arms
was the pride and joy of her life. Though he looked a lot like his father
Elix decided to name her baby boy after her father. Just as she picked the
name Ma-Mutt came trotting in out from the rain.

"It's a glorious day for us Ma-Mutt. Soon Mumm-Ra will be resurrected and
with the help of Grune The Conqueror here Third Earth will be ours," Elix
smiled as she reached down from her bed and rubbed his back. Ma-Mutt barked
three times as if to agree and lay down next to Elix.


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