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At the top of the elevator shaft, T-Bone used his Glovatrix's built-in acetylene torch to cut through the closed doors, and then, assisted by Razor, the two of them managed to pry open the doors, grunting and straining. However the doors wouldn't stay opened. Grumbling, T-Bone lay somewhat on his side, using his own body to prop them open, right shoulder against one door and left foot to the other.

"Okay, buddy, climb on up," he said, offering Razor a hand.

Razor clambered over his partner as quickly and as gently as he could, and then turned to assist T-Bone since there was no longer any need for the bigger vigilante to keep holding the door open. As he did so, though, they noticed the loosely dangling elevator cable starting to wiggle, and, looking down, saw three Stalkers beginning to climb up. Far below, they could see lava starting to seep through the door of the level they'd originally come from, pouring down to the bottom of the shaft and covering and melting the crumpled elevator car.

These things just wouldn't give up! T-Bone considered using his torch to cut the cable again, but the Stalkers were clambering up too fast. So instead, just kicked the foremost of the three in the face, trying to dislodge it, but it lashed out with its claws and shredded the right leg of his flight suit.

"Hey!" T-Bone yelled and kicked it again.

The creature just growled and slashed again, but Razor tugged at T-Bone's g-harness and, pushing himself off the door with his other foot, T-Bone was able to get out of the way of the Stalker's claws, which swiped at thin air. Without T-Bone blocking them the doors clanged shut on the Stalker's arm, eliciting a yowl of pain and anger from it. Both SWAT Kats collapsed with relief on the floor and realized they were in an unfamiliar hallway.

"Where are we?" asked T-Bone.

"A few floors above where we should be," Razor said. "We need to get back down to the control room level and find Lieutenant Feral." He narrowed his eyes. "And Dark Kat."

"Not to mention figurin' out a way to bring this thing down without crashin' it into any buildings," T-Bone said as he stood up, glumly examining his shredded trouser leg. "I'd like to avoid adding to our usual repair bill. I figure the less stuff we smash up, the less crap that district attorney guy will have to whine about when we're finally in court."

Razor chuckled. "If we even make it out of here alive."

"Hey, let's keep the doomsaying to a minimum, shall we?" grumbled T-Bone.

Hearing a wrenching noise, they turned and watched as the elevator doors were forced open by clawed fingers and then parted, revealing the angry Stalker T-Bone had kicked. The other two were clambering up the cable behind it.

"Uh-oh!" said T-Bone. "I'm out!" he said, holding up his Glovatrix.

"Allow me," said Razor, and crouched down into a martial arts stance.

With a cry of "Hiiii-yaaa!" he executed a flying kick at the Stalker and kicked it squarely in the throat. Its went flying backwards with a snarl, smacking into the next one on the cable. The collision dislodged the second creature and both it and the one Razor had kicked into it fell down the elevator shaft.

This left the third one, but, even as it lunged at Razor, the doors shut again, closing on its head with a dull thunking noise, stunning it. Its eyes bulged widely and as the doors opened automatically again in response to the obstruction, the dazed Stalker slid back out of sight and plummetted down the shaft towards the lava below after its two companions. The doors slid shut a third and final time. T-Bone ran forwards and used his acetylene torch to weld the doors shut again. He pounded on it with his fist and nodded in satisfaction before retracting the torch.

"Wow, Dark Kat made a huge deal about these things but they suck about as much as the Creeplings do," T-Bone observed of the Stalkers.

"Either that, or I'm just that awesome," Razor said, buffing his claws against the front of his flight suit with a grin. "Now come on, let's get a move on!"

He slapped T-Bone's shoulder and ran off. T-Bone lingered a moment longer to examine the state of his suit; pants leg shredded and overall stained in the blood and guts of the Stalker he'd exploded in the lava room down below. Another outfit ruined. He sighed and then ran after Razor. They tried the first door they came to and found it opened onto a railed-in observation balcony overlooking the main hangar of the airship. Down below, a single Enforcer jet sat with its canopy open, guarded by two Creeplings armed with laser rifles.

Razor attacked swiftly. There was a flight of stairs on the left but descending that way would take too long, so he jumped over the rail and down from the balcony, landing deftly between the two unprepared Creeplings. They both gave a startled cry that sounded vaguely like either a "Huh?!" or "Wha?!" before Razor grabbed them and banged their heads together with a dull cracking noise. Their laser guns clattered to the floor and their limp pink bodies plopped down alongside them a couple seconds later, completely knocked out.

"Showoff," T-Bone grumbled and hopped down after him.

A third Creepling guard came around the other side of the jet, having been hidden from view by it. With gave a cry of "Blagh!" and loosed a volley of laser fire at the SWAT Kats. Razor rolled out of the way, and then grabbed hold of the jet wing and swung himself underneath the craft to plant both feet in the Creepling's startled face. It flew across the hangar and smacked into the wall, dropping its gun and sliding down to the floor. T-Bone sighed. Defeating the Creeplings, even the armed ones, was easy as long as he and Razor had their hands free, but it was still annoying. Both of them did a quick sweep of the hangar to determine if there were any more, but there weren't.

~*~

A few decks below them, Dark Kat held onto the railing as he walked along the catwalk, glowering down in anger at the lake of lava which now filled the entire geothermal power room. Four additional Stalkers, now equipped with laser rifles, goggles and chest straps with beacons like their smaller Creepling counterparts, followed along behind him. The sight of all this wasted lava enraged the cloaked villain, but not as much as when his gaze wandered over to notice that the lava was draining out of the room through the open elevator door at the opposite end of the room!

"Curses!" he growled.

This room was supposed to be sealed off entirely in the event that the lava powering the Fear Ship leaked. The walls, floor and sealing were made of a special melt-proof metal of his own design. So were the doors. But with the elevator doors opened - most likely forced open by either the SWAT Kats or one or more of the pursuing Stalkers, who did have a knack for destruction - the lava took the natural path provided and was flowing freely into the elevator shaft... which wasn't made of melt-proof metal! Now the lava was free to ooze through the entire fear ship and burn its way down through the ship, damaging it in untold ways!

His attack against Megakat City would have to be temporarily postponed until he could get this under control, and either stop or cool off the lava flow, and replace the lava lost from the initial leak, and that would entailing departing the skies over the city and finding somplace to land for repairs! Everything was being set back by hours, if not days! His grip on the rail tightened in fury.

"Those SWAT Kats have set my plans back for the last time!"

Turning, he seized the nearest Stalker by the chest strap and hurled it over the side. The creature was flung down and splashed into the lava beneath them and was incinerated instantly in a jet of flame. Unsurprisingly, this did not alleviate Dark Kat's anger. He turned to the other three, who flinched and backed up from him.

He shoved past them and went back the way they'd come. There was an intercom switch and wall-mounted viewscreen nearby and he pushed a button, bringing up the ship's internal security camera system. He needed to find the SWAT Kats. He wasn't worried about the Enforcer squadron outside, but the two vigilantes inside his ship were a threat he needed to deal with quickly before he could undo the damage they'd wrought.

He hurriedly flipped through the different channels until he came to the one showing the hangar, and there they were! Milling around Felina's captured jet. Would they try and leave in it? No, he decided. No, they'd try and get back to rescue her. But he wasn't going to wait for them to come to him this time. He was tired of being on the defensive. He whirled again to his three remaining Stalkers.

"We must stop them! Come with me!"

~*~

Back in the hangar, T-Bone and Razor climbed up onto the Enforcer jet to have a look at it.

"Must be the Lieutenant's," suggested Razor.

"A good guess," said T-Bone.

He held up a small, slightly old polaroid photograph he'd found taped to the control panel. After examining it he gave it to Razor. It was of Felina Feral at her graduation ceremony. With her was a tall, middle-aged cat with a striking simlarity to Commander Feral, who could only be her father. They were both smiling. On the other side of Felina stood Feral himself. He was also smiling. The two were so unused to see the Enforcer commander smile that it honestly weirded them out.

"Jeez," said Razor as he handed the photo back to T-Bone, who returned to where he'd found it. "Feral smiling gives me the willies."

"I know," said T-Bone. "I'm so used to seeing him scowl all the time it just looks wrong on the guy, y'know?"

Razor sat on the wing as T-Bone inspected the controls to see if the aircraft was still capable of flying. He and Razor still had their jetpacks - if they could remember where they'd left them, anyway - but their concern was for Felina. After they rescued her, and they were determined that they would, neither of them was too keen on the idea of carrying a fully-grown Enforcer officer in their arms when they flew out on their jetpacks, and so T-Bone had insisted they make sure Felina's jet was still operational so she could use it to escape, herself.

Razor himself wanted them to use the radio to contact her uncle and let her know they had last seen his niece alive and well. "Everything check out, buddy?" he asked.

"Yep, we're good to go. Or should I say Lieutenant Feral is."

"Great. Here, gimme the radio."

T-Bone nodded and gave the receiver to Razor; better to let him make the call to Feral. T-Bone knew himself - and Feral - all too well to know that even delivering the good knews that Felina was alive would result in an argument somehow. Of course, Feral still might do that even with Razor, but there was less chance of that with the smaller, more easygoing SWAT Kat. T-Bone knew that much, crossing his arms and sighing as he reflected on his own bitter temper, which made him more like Feral than he would ever admit.

"This is Razor of the SWAT Kats calling any Enforcers on this frequency," Razor spoke into the radio. "If anyone is listening, please respond. We're aboard Dark Kat's ship, repeat, aboard Dark Kat's ship and we've found Lieutenant Feral."

He suddenly realized it was possible something on the Fear Ship could be jamming outgoing transmissions, or incoming ones, or both, and that this was a waste of precious time. Fortunately a moment later the radio crackled to life and the blustery voice of their favorite big-chinned Enforcer commander came forth.

"This is Commander Feral! I read you, Razor, loud and clear!" It was difficult to gauge Feral's mood from his voice. Even when he was happy the guy sounded angry.

"I never thought I'd say this, but good to hear from you, Commander!" Razor said with a grin.

Beside him, T-Bone rolled his eyes.

"What are you two doing in Lieutenant Feral's jet?" the commanding Commander's voice demanded. Typical Feral. "And where is she? You said you'd found her. Why aren't I speaking to her?"

T-Bone grumbled and grabbed the receiver away from Razor before his partner could stop him, and responded to Feral himself. Razor looked horrified but T-Bone gave him a reassuring smile. He was intent on proving, to himself if no one else, he could hold his temper with Feral for once.

"T-Bone here, Commander. To answer those questions out of order there, Feral, uh, she's being held in a laboratory of some kind, but she's alive, or was when we saw her last. And the reason you're talking to me instead of her is because Dark Kat has some kind of lame-brain new monsters fresh out of his Easy Bake Oven of evil, but they're just big, dumber versions of Creeplings. He sicced 'em on us and we had to bug out."

Razor palmed his face. There we better, more reassuring ways to tell someone these things. Diplomatic T-Bone was not.

"Oh!" said T-Bone. "And, uh, we found her jet here in the ship's hangar."

"What?!" cried Feral. T-Bone winced. "You just left my niece at the mercy of that insane fiend Dark Kat? All because of some oversized Creeplings?!"

T-Bone's experiment was about to fail, and miserably. Razor acted quickly. Even as his partner was starting to open his mouth to unleash is inevitable smartass reply which would turn this into a full-fledged shouting match between him and Feral, Razor snatched the radio back.

"Hey!" cried T-Bone in protest.

"Don't overdo it," chided Razor, who'd surmised what T-Bone had been attempting to do and failing at. Now he took over and tried to calm Feral down. Into the radio, he said, "Sorry about that, Feral. T-Bone's still workin' on his people skills."

T-Bone growled and made a show of shaking his fist at him. Razor ignored him.

"Anyway like he said we were attacked by Dark Kat's latest creations, some kind of monsters he calls 'Stalkers.' Like T-Bone said, they don't really amount to much, despite the big deal tall, dark and ugly made over 'em, but we didn't know that at the time and they outnumbered us, so we had to bug out, or risk getting killed. But we're going back. We just thought you'd like an update on what's been going on in here."

There was silence for a moment and then they heard Feral sigh. "Fine," he said. "And I'll give you an update on what's happening out here. My Enforcers and I are in a holding pattern near the ship, which appears to be moving away from the city for some reason. We're going to follow it. I'd love to pummel the crud out of it until it crashed and exploded into scrap metal, except Felina is still on board. Oh, and you two, of course."

"Thanks for keeping us in mind," grumbled T-Bone quietly. Feral didn't hear him.

"A good choice," said Razor. "After we've found the Lieutenant and gotten her and ourselves to safety, though, Feral, you guys are welcome to use this ugly thing for target practice. You need it." He couldn't resist this jab at Feral.

Feral either didn't notice or didn't care about the insult. Instead, he said, "Besides, your precious Miss Briggs has given us orders to stand down until all friendlies are clear of Dark Kat's ship."

This surprised them. Why would Feral be taking orders from Callie? As far as either of them could remember, the Enforcer commander was only supposed to take direct orders from the mayor. Certain corrupt past commanders and evil former deputy mayors notwithstanding. Where was Manx in all of this? Razor asked as much.

"What? Briggs? Where's Manx?"

"It aappears as if our illustrious Mayor Manx has eloped with his golf bag, according to Miss Briggs," replied Feral.

"He what?" cried T-Bone so loud Feral heard him.

"He grabbed his golf bag and ran at the first sight of Dark Kat's holographic transmission and was last seen making a beeline for the city limits in his big stupid gas-guzzling limo," Feral clarified. "Briggs says he effectively gave up his position of mayor and I'm inclined to agree with her."

"That makes her..." Razor trailed off.

"Acting mayor for the time being," said Feral. "So it's her show from now until Manx comes back. Which will probably be never. I doubt that coward will ever show himself in Megakat City ever again."

Razor shook his head. It seemed that while he and T-Bone were galavanting around inside of Dark Kat's ship, big things were happening in Megakat City's leadership as a result of their longtime enemy's latest attempt at a hostile takeover. Razor was disappointed. Manx had always been a selfish, greedy coward, but he has a certain grandfatherly quality to him. It pained him to learn that the Mayor he'd risked his life for countless times had repaid his loyalty - and T-Bone's, Callie's and even Feral's - by running away. But they could worry about him later.

Now all that mattered were their immediate problems: Dark Kat and Felina. And it seemed the Fear Ship was for whatever reason beginning to move away from Megakat City, which meant it would soon be a safe enough distance away for them to destroy it without endangering any innocent civilians.

"Well, like I said, Feral, we're gonna go get your niece back for you. We'll even try to help Dark Kat on his way out of the city." Razor figured it was veering off due to the damage T-Bone had wrought down in the power room. "And then, once we're off and it's safely away from the city, you and your guys can blast this thing down to molten slag. Sound good?"

"Sounds great. Good luck, you two. Feral out."

Razor tossed the radio back to T-Bone, who hung it up. "Okay, buddy, now let's go find Dark Kat and kick his big purple butt, and get Lieutenant Feral."

"I'll save you the trouble," a deep, booming voice came from above them.

They turned, and saw Dark Kat standing on one of the hangar's upper levels, three Stalkers standing behind him, each holding a laser rifle. His armes were crossed and he was glowering angrily down at them.

"Aw, crud," said T-Bone.

Dark Kat did as they had, literally stepping off the platform and leaping down into a crouching position down on one knee. When he landed, his foot and knee made dents in the metal deck plates and the entire hangar seemed to shake. If nothing else, the Enforcer jet rattled slightly. The SWAT Kats gulped. Slowly, Dark Kat rose, his eyes glowing red with burning fury from beneath the shadow of his hood.

"You two have meddled in my plans for the last time," he said. It was not his typical bombastic villainous threat. There was an icy chill to his voice this time. He meant it. "Even if I have to die to do it, I'm going to rid myself of you two once and for all time. Personally."

~*~

Meanwhile, back in the alchemical laboratory, Felina Feral was still lying strapped into the memory draining machine. She sighed, annoyed. Dark Kat was going but with her restrained like this, she couldn't use this opportunity to escape, and it was driving her insane. Her "guard" had left a minute ago when some alarms began going off, mumbling something about needing to realign the ship.

Felina's anger was increased by the fact she knew that even now, Dark Kat might be doing exactly as he'd threatened, and was fighting the SWAT Kats... and she wasn't there to help! She growled and once again made useless tugs at her bonds. She hated being helpless like this so much that she struggled even though she knew deep down it was useless. How was she going to get out? She quit struggling for a moment thought. She had to use her brain on this one, since brute strength, or "the T-Bone approach," as she called it, wasn't working. It dawned on her that only someone else could free her. But who?

She heard footsteps and the gray-haired technician, whose name she remembered was Zeckis, came down the stairs. Him? Her hatred of feeling helpless meant she dislike having to rely on others, especially an enemy. Heck, she even found the idea of the SWAT Kats rescuing her distasteful, and they were her friends. But unlike her uncle she was more of a realist, and could swallow her pride. She was no fool. She needed someone else's help, and with the SWAT Kats not likely to get back anytime soon, there was only Zeckis.

"Hey," she said to him. For the moment he didn't seem to hear her. He was muttering to himself and looked worried. Apparently the situation in the control room wasn't good. "Hey!" she said, louder. This time he heard her and looked over. "Listen, get me out of here!"

He blinked, then turned away from her, going over to a control panel and pretending to act busy. It was obvious to her he was trying to ignore her.

"Hey! Listen to me!" she growled angrily.

"Don't talk to me!" he said, flinching. She could sense his fear of his master in him. She suddenly pitied him. So she tried a different approach.

"Why do you do what he says?" she asked, her voice softer.

"Huh?" Zeckis said, and turned around. "What are you talking about?"

"I said, why are you working for Dark Kat?"

He sighed and turned from her again, resuming his attempt to act busy. "Money," he said. "He promised us money."

At the "us" he suddenly looked queasy, and Felina remembered how Dark Kat had burned the other one with him to ashes. Seizing on this, she pressed Zeckis further.

"Don't you remember what he did to your friend, for disappointing him?" she asked. "When the SWAT Kats get here and let me go, what do you think is going to happen to you?"

Zeckis spun around, looking angry. "And what do you think he'll do to me if I help you get away?" he demanded.

Felina smiled disarmingly. "Then it seems to me you're in a lose-lose situation, Mister... Zeckis, wasn't it? But if I were in your position, I'd want to throw in with the person who won't kill me for sneezing the wrong way." She allowed a moment to let that sink in. "So if you help me get away, I promise you nothing bad will happen to you."

He stood there for what seemed like forever, wringing his hands. Occasionally he'd glance up at the stairs as though fearful Dark Kat would return and catch him in this act of betrayal. But when no one appeared, he finally slumped his shoulders and gave a deep, resigned sigh.

"All right," he said uncertainly. "I'll... I'll let you go."

He removed the memory-sucking helmet from off her head, and then began to hurriedly unstrap her. As soon as Felina was free, she seized him by the collar and held onto him as she got down off the table.

"Hey, take it easy!" Zeckis said. "I'm helping you!"

"I know, and you're going to keep on doing it," she said threateningly. He shuddered and she felt bad for him again, but she had to be forceful with him.

She let him go. Grabbing a large, heavy spanner that was leaning against the far wall, she hefted it like a baseball bat, and took it to the various pieces of equipment in the lab, arcane and advanced alike, in particular bashing the memory machine into microchips. She put every once of her rage against Dark Kat into each swing, and didn't stop until the machine no longer even resembled its original form. She would've kicked the table over if it weren't bolted to the floor.

"What are you--" Zeckis began.

"I'm taking care of Dark Kat's little science project!" she declared.

Now it was time for "the T-Bone approach!" Whirling, she then swung the spanner at the center growth cylinder from which the first Stalker had emerged. It and the other cylinders were empty. The glass shattered into a thousand pieces and sparks flew everywhere. Zeckis flinched but made no move to stop her. Felina repeated this process for the others until each one was smashed to bits and useless for growing any more of the outsized Creeplings. For a moment she stood there, panting, but after a moment she recovered, satisfied that Dark Kat's lab was a total shambles. Still holding the wrench, she turned to Zeckis.

"We've got to find the SWAT Kats."

Zeckis led the way up the stairs and into the empty control room. He showed her how to use the closed circuit TV camera systerm, and she used it to click through various views of the ship until she came to the hangar. The first thing she noticed was her jet, still intact. Then she saw T-Bone and Razor sitting on it. Razor was on the wing, T-Bone in the cockpit. She was overjoyed and almost switched on the intercom to talk to them when a third figure walked into view. Dark Kat. He was down there with them.

"Well, guys, it looks like I'll be saving you instead of the other way around," she observed wryly. "But first..." She turned to Zeckis. "Where are the flight controls?"

Zeckis pointed them out to her, the middle console, with numerous switches and toggles and a large driving mechanism. The chair was unoccupied.

"How long can this thing stay in the air with the main controls destroyed?" Felina asked.

Zeckis seemed confused by the question answered it anyway. "Uh, well, as long as it has fuel or doesn't hit anything. Destroying the main flight controls will just make the Fear Ship fly directly ahead in a straight line, unable to gain altitude or land."

She swung the huge wrench and smashed it repeatedly against the controls, sending sparks flying everywhere. Once more, Zeckis winced but didn't dare protest. Felina kept at it, determined she was going to leave Dark Kat with nothing, absolutely nothing. Once she'd effectively rendered the Fear Ship unfliable, leaving the flight control panel a smoking wreck, she tossed the spanner aside with a loud clang, smiled and turned to the startled-looking Zeckis.

"Now, what say we go help the SWAT Kats and then get off of this oversized hunk of junk?" she asked. "Where do you keep the guns?"