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Dark Kat advanced towards the SWAT Kats, a trio of Stalkers armed with laser rifles looming menacingly behind him, salivating in eager anticipation of ripping into their prey, fingers twitching anxiously against the triggers of their weapons. T-Bone backed up, but found himself bumping against something. He turned. Enormous doors. Through the crack between where they met in the center, he could see daylight. The outside!

"Although I'd love to prolong your deaths with as much pain as possible, I have a schedule to keep," Dark Kat was saying, although T-Bone wasn't paying much attention. "Even in your deaths I won't let you hold me up a single moment longer than is absolutely necessary."

Yeah, yeah, thought T-Bone. Typical villain speak. He was more focused on getting himself and his buddy out of there. The doors, he thought, these doors are the key. But how could he open them? He turned and saw a lever on the wall. Aha! T-Bone lunged, swinging his arm up and over in a downward arc, hitting the handle of the lever with his open palm, smacking it downwards. There was a click and then a massive rumble as the doors opened, Razor giving a cry of surprise. The wind whipped everyone's clothing around. Turning, T-Bone and Razor looked down from the edge, watching the countryside moving beneath them.

Dark Kat narrowed his eyes, realizing what T-Bone was about to do. "Kill them!" he bellowed.

"Not today!" said T-Bone, grabbing Razor's wrist.

The Stalkers raised their weapons. T-Bone turned and leapt into open air, and pulled Razor with him, even as the Stalkers opened fire. Razor screamed as he and his friend tumbled through the air, flailing, lasers flying past them. As they fell, T-Bone, one arm around Razor's waist, took aim with his Glovatrix and fired. He shot out a grappling line which anchored itself into the exterior of the ship several yards above them. The cable retracted, and the SWAT Kats were yanked upwards, Razor shrieking all the way They grabbed ahold of a piece of equipment jutting outwards and pulled themselves up onto a ledge, where they sat a few feet below what must have been the windows of the control room.

The two sat, panting. Razor's tail was all poofed up and he shook for a moment before recovering, and punched his partner in the bicep angrily. "Warn me next time!" he said. After a moment, his expression softened and he sighed. "I... Sorry buddy, but you terrified me there!"

"Don't sweat it," T-Bone said with a chuckle. He looked up. "Now what?"

"If my guesswork is right, then we're right below where the control room ought to be. So we go up!"

Felina Feral went to a weapons locker mounted on the wall of the control room and opened it, revealing a neatly arranged line of laser rifles. She smiled and selected one, examining it. Nearby, Zeckis stood rubbing his arm uneasily. It was clear he wanted to get out of there, and so did she. But Felina knew they couldn't simply leave Dark Kat's flying monument to his own ego intact. And even with the main controls destroyed, she knew there was the danger that Dark Kat could repair it. She'd have to damage it even more if she wanted it to fall.

She pulled a lever on the side of the rifle, and it clicked into place with a hum, indicating that the weapon was charged and ready to fire. Turning to Zeckis, she asked, "Where's the engine room?"

Just as the technician was about to reply, the front viewing window of the room shattered inwards. The two spun, with Felina dropping to one knee and bringing the rifle up, taking aim. In climbed the SWAT Kats! She was overjoyed. Rising, she ran over to greet them.

"Lieutenant?" cried T-Bone, surprised to see her.

"Little late to the party, aren't you, boys?" Felina said, smirking.

"You're okay?" asked Razor.

"None the worse for wear," Felina replied.

T-Bone scoffed. "Man," he said, "all this work, and this crazy she-kat goes and rescues HERSELF!"

Felina pretended to be offended, affecting a pout. "Aw," she teased, "and you sound so disappointed. Still glad to see you two." It suddenly occurred to her, though, that the two vigilantes being here was unusual considering they should've been in the Enforcer holding cells back at Headquarters! "How did my uncle ever-"

"It's a long story," Razor said, cutting her off.

"Well, it's a long way to the engine room," Zeckis cut in, clearly eager to get moving.

They turned and looked at him. T-Bone raised one eyebrow, noticing the "D" insignia on the technician's uniform. "Who's this guy?"

"That's also a long story," Felina said.

Beneath them, they felt the floor lurch a little. Felina realized that without the controls, the ship was veering off course and heading in some completely random direction. Razor frowned, realizing that the vessel would crash soon, but, like Felina, he was eager to help it on its way!

"Yeah, well, like he said, it's a long walk to the engine room," he said uregently, "and I can already figure out what you wanna do. We can yak each other's ears off on the way, come on!"

The four of them turned and ran out.

~*~

In Feral's office at Enforcer Headquarters, General Boggs was pacing back and forthm threatening to wear the carpet thin. His peaked cap and bamboo stick were sitting on Feral's desk nearby. He occasionally paused to examine his wristwatch, growling. Commander Feral stood at the window, staring out over the city, watching the Fear Ship hovering over the city. Suddenly, though, the massive vessel turned and began veering away from them, out towards the countryside.

"What's he doing?" Feral cried suddenly.

Behind him, Callie got up from where she'd been sitting, and she and General Boggs joined him at the window. Callie cocked her head. That was it? Dark Kat was just leaving? But something seemed wrong here, she realized. The Fear Ship was definitely moving away from Megakat City, but didn't appear to be following any defined path. It was just... flying away. Was it damaged or something, she wondered?

"Has Dark Kat lost his mind?" Feral asked. Callie turned to look at him, blinking. Feral coughed. "More," he clarified, "has he lost his mind more."

Callie turned to look back out at the retreating ship. What was going on aboard that thing?

Moving away from the window, Boggs went to the desk and grabbed the telephone. "This is General Boggs," he said evenly. "Please connect me to Governor Clawstone's office immediately."

Callie turned and looked at him. What was he doing? Why was he telephong the Governor? She walked over towards him, but he glared at her over his shoulder, and she backed off. The phone call lasted only for a few minutes before Boggs hung up, and he didn't speak loudly enough for her to hear what he was saying. Hanging up, he turned, grabbing his hat and stick off of the desk, a look of grim determination and resignation to the horrifyingly inevitable in his eyes. No, thought Callie, he'd just requested and been given the marching orders he wanted, and he was going to destroy the Fear Ship, with or without the SWAT Kats and Felina still aboard! She opened her mouth to say something but Boggs turned and left the room.

"What was that about?" Feral asked from over by the window, glowering. Callie suspected he'd reached the same conclusion he had.

They hurried after him. He went out onto the runway, where he found the Army captain he'd arrived with earlier. Nearby, there sat a group of olive drab Army Air Corps fighter jets and their grim-faced pilots. The Turbokat sat under guard, the Enforcer technicians who'd been examining it having been told by the Army officers to leave earlier. Pointing at the Army jets, Boggs ordered, "Captain Pomeroy, get these men in the air I want Dark Kat's ship to be burning rubble within the hour!"

Callie was aghast. "Time isn't up!" she protested.

The captain, Pomeroy, headed off to do as he was told.

"But his ship is heading away from Megakat City!" Boggs insisted. "This means we can destroy it now without endangering any civilians!"

"But what about the SWAT Kats and Lieutenant Feral?" asked Callie.

Boggs leaned back and fixed her with an icy stare. However, when he spoke, there was something almost compassionate in his voice, revealing to her that he did have feelings after all. "The Governor has given me permission to do what needs to be done. I'm sorry, I won't throw away this opportunity to stop Dark Kat just to save three people, when so many have died already."

It was then that Callie realized she couldn't argue with him. His mind was made up. And as much as she hated how he thought, she had to admit, he was right. This was probably the Army's best chance to destroy Dark Kat's ship. But Callie knew she was right, too. As coldly pragmatic as General Boggs was, she knew better than anyone that there was more to life than simple pragmatism. After all, if the SWAT Kats had been as pragmatic as Boggs, she knew she would be dead because they would've decided her single solitary life wasn't worth saving. But they'd decided it was worth saving. And she hadn't been the only one; the SWAT Kats had, time and time again, gone out of their way to rescue individual people besides her when the more pragmatic thing to do would've been to write them off.

Boggs wasn't evil, he was just grimly set in his ways, and any effort past this point to try and dissuade him was going to be useless, so Callie didn't press the matter further. She watched him turn and walk away. She sighed and looked at Feral, who was scowling.

"He has a point," Feral said, but something in his voice told her that he wasn't entirely convinced.

"And your niece?" Callie asked, staring at him.

He sighed. "As long as those two clowns are still alive and on that thing?" he said. Something like a smile appeared on his face. "f I know the SWAT Kats, then they'll have her rescued and have Dark Kat destroyed before Boggs' pilots even fire a shot."

"Maybe we can give them an edge," said Callie, turning and looking at the Turbokat.

"An edge?" Feral asked.

The wheels in Callie's head were turning. She couldn't stop Boggs or change his mind, but she could ensure that if nothing else, her friends were not aboard that ship when it got destroyed. She just hoped that Feral would cooperate. What if he told Boggs about her idea? It was a risk she was going to have to take. She couldn't believe Feral would refuse to help her now, not with his own niece still trapped aboard Dark Kat's ship. And she couldn't ask anyone else.

"Commander, how soon can you have the Turbokat prepped to fly?"

Feral stared at her. For a few terrible seconds, Callie was certain she'd misjudged him and made a terrible, terrible mistake. But then the small smile that had been forming on Feral's lips a minute ago grew a little wider, and the Commander replied, "Sooner than Boggs can get his men in the air!"

~*~

As they walked through the bowels of the ship, Felina gave T-Bone and Razor in on what she had endured up to when they'd encountered herk including exactly what the deal with Zeckis was. Neither SWAT Kat seemed particularly inclined to trust him, but they needed a guide and Zeckis was willingly helping them for the time being, so they kept their misgivings to themselves. Zeckis led them into the enormous engine room of the Fear Ship, where he directed them to the primary devices which powered the ship. They were terrifying machines with steam pouring off of them. They stared at them.

"Dark Kat's safety standards sure are lax," commented Razor.

"Lax?" replied T-Bone, with a snort. "More like nonexistent!"

At this, a few Creeplings who'd been tending to the machinery shrieked, glancing over and seeing them. The SWAT Kats and Felina charged forward and quickly took them out hand to hand, while Zeckis hung back nervously, still seeming somewhat uncertain of precisely where his loyalties ought to lie. Finishing with the Creeplings, they returned their attention to the machines. Razor removed a panel, revealing wiring inside. It didn't seem too complicated, so he stuck his hands inside and began futzing around.

"Just make sure you set it to wait until after we're safely off of the ship before it goes down," Felina told him.

"That's a tall order," Razor said over his shoulder. "It doesn't have an egg timer built into it. It'll crash when it crashes."

Felina huffed, standing with her hands on her hips, annoyed. "How are we going to get out of here, anyway?" she asked after allowing Razor to work in silence a few moments.

T-Bone answered her. "We've got some jetpacks stashed up top. You can probably get out in your jet."

Felina nodded. Razor grunted and swore as he continued attempting to understand and dismantle the wiring and mechanical bits inside of the engine apparatus. Curse Dark Kat, he thought. The machinery was more complicated than he'd anticipated. Sighing, Zeckis came over and began assisting him.

"Here, let me," he said when Razor looked at him questioningly, clearly not trusting him, "I know how it works better than you."

"How come?" T-Bone asked.

Zeckis suddenly looked sheepish. "I helped build it."

T-Bone was about to say something, but a glare from Felina told him it was neither the time nor the place. Razor, for his part, was slowly beginning to trust Zeckis, however, and soon the pair had a variety of different wires and doo-dads which the technician assured the SWAT Kat were important unplugged, rearranged, or otherwise cut.

~*~

Several levels above them, Dark Kat entered the control room and found it empty, the flight controls destroyed. He felt uncharacteristic dismay creeping into him. Curse those SWAT Kats! he thought, clenching his enormous fists so tightly together that his claws dug into the palms of his hands, threatening to draw blood. He turned and looked at the Stalkers who'd come with him, then turned and entered the laboratory.

"Zeckis!" he called out. "Where are you?"

He stomped down the steps and gasped as he found the table where he'd last left Felina empty. There was no sign of Zeckis. Perhaps it had been her who'd destroyed the controls? No, he thought, the window in the other room was broken. The SWAT Kats had broken in here and freed Felina. Or she'd freed herself, and then they'd broken in. It didn't matter which had happened first. All that mattered now was that the SWAT Kats were still loose on his ship, whose controls were now broken beyond repair, his only hostage was gone, and his last remaining ally with any problem-solving intelligence was missing. What had happened to Zeckis, anyway? Killed? A prisoner? Willingly assisting his enemies? Perhaps he'd been too quick to kill Blim and Marlow. While not as bright as Zeckis, they'd been made of sterner stuff, particularly Marlow. Mistake after mistake, setback after setback... his plan to conquer Megakat City was completely off the rails and beyond hope of salvaging, now. Either the defenseless ship would be shot down by the Enforcers - or whoever - or it'd just keep flying ahead in a straight line uncontrollably until it rain out of fuel and crashed spectacularly, whichever happened first. And knowing the mindset of Feral and his ilk, Dark Kat had no doubts which would come first.

He palmed his face in despair. His enormous form quaking with barely-suppressed anger, he turned and flipped over a table, shattering all the antique glassware that was on it. He whirled to the Stalkers, who didn't flinch at their master's outburst. They simply stared impassively.

"I am betrayed! Thwarted! All my work ruined! My enemies mock me to my very face!" he bellowed. "But they will soon learn what it means to cross me!" he promised. "My rage will engulf them! I'll destroy them all if it's the last thing I do!"

Shoving past them, he headed up the stairs. The Stalkers followed uncertainly. Where to go? he wondered. If he were the SWAT Kats, where would he go? As he headed through the empty control room, he realized that simply hoping for the Fear Ship to crash on its own wasn't the SWAT Kats' style. No. They'd want to ensure its destruction. And if Zeckis wasn't dead, he'd be with them, a source of valuable information, willing or not. Which meant...

"The engine room!" he snarled, and ran off, his Stalkers hurrying after him.

~*~

In Feral's office at Enforcer Headquarters, Finlay Boggs stood at the window with his hands clasped behind his back. Below him, the runway stretched out over the rooftops of the city. His primary subordinate, Captain Pomeroy, was overseeing things as the Army jets prepared for takeoff. He smiled. Dark Kat was going to be nothing but a memory very soon. He'd make sure of that. And then, he thought pleasantly, he could be done with this over-engineered eyesore of a city and return to the capitol, so he could report success to Governor Clawstone and take a much-deserved vacation.

He eyed Callie Briggs, who stood uncertainly nearby. Despite her unease - with him, he knew - he found her to be a tough and capable leader, unafraid to speak her mind regardless of the consequences. Much like himself, he realized. Much like Feral, he realized further. She'd make a more than suitable replacement for that coward Manx, and both she and Feral would soon have the city running smoothly after the crisis was over. Despite his intense dislike for them, he admitted that much.

He considered them overly sentimental. Feral, at least, he understood; it was his niece aboard Dark Kat's ship. But Briggs, to him, anyway, was being overly concerned for two criminals who'd thus far failed to deliver as far as Boggs could see. How such an intelligent stateswoman as Calico Briggs could allow herself to be so sentimental for two vigilantes as beyond him. That was the only thing he thought set him apart from his current allies. He, General Finlay Boggs, was not sentimental at all and never had been. He was willing to accept casualties if necessary, and one Enforcer lieutenant and two vigilantes were definitely what he considered acceptable losses, even if one as the Enforcer commander's niece.

Behind him, Commander Feral entered the room and picked up the phone. Boggs didn't turn to speak to him.

"Feral here," he said into the phone. "Get me the crew chief on the runway, and hurry."

Out of the corner of his eye, Boggs saw Callie Briggs look over. Boggs still didn't turn from the window. It was Enforcer business. None of his concern. On the runway down below, the crew chief, wearing overalls, went and answered a wall phone. Speaking to Feral, Boggs knew. He could only hear Feral's half of the conversation which ensued, although he wasn't paying any attention. At first.

"Gt all of our remaining jets ready for takeoff," Feral said.

Blinking, Boggs looked at him over his shoulder. There was a pause as the crew chief said something Boggs couldn't hear except as a tinny, indistinct voice coming through the phone.

"Yes now!" Feral said, his back to the General, apparently unaware or not caring that he now had Boggs' full attention. "But tell them to wait for my order to take off."

There was another pause. Boggs turned around fully now.

"Yes, that means I want them to sit there!" Feral snapped at the chief, clearly exasperated. "That's an order!"

He hung up without giving the chief a chance to reply.

"What are you doing?" Boggs asked, suspicious. "I haven't given any orders for any jets other than mine to be prepped..."

Ignoring him, Feral turned and headed out the door.

"Feral!" Boggs yelled after him.

Feral ignored him and heads out the door. Boggs hurried after him, accompanied by Callie.

Out on the runway, the Army pilots were prepping to fly. Neither they nor Pomeroy noticed Commander Feral marching sternly past them to where the Turbokat sat. With him was Sergeant Talon, looking as stern as ever. As per Feral's instructions, Enforcer jets began taxiing out in preparation for takeoff, situating themselves between the currently stationery aircraft and the Turbokat, effectively blocking the runway. Pomeroy was annoyed. He went over, accompanied by another officer, a meek lieutenant.

"What are you doing?" Feral heard him demand. "Move those hunks of junk!"

You're going to regret calling my jets junk, Feral thought.

"We got orders," said an Enforcer pilot matter-of-factly.

"Whose?" Pomeroy demanded.

One of the pilots pointed at Feral's office window. Pomeroy and the lieutenant turned and looked up, seeing nobody visible in the window. Nearby, Feral and Talon arrived at where the Turbokat under guard by two Army soldiers who'd replaced the Enforcer guards after Boggs had forced the Enforcer personnel to vacate that part of the runway. Oh, what am I doing? Feral wondered as he Feral them. They saluted back. This isn't going to end well, he thought.

"Stand down, men," Feral said. "General Boggs' orders. I have need of this aircraft."

He winced internally. That was painful. No way they'd buy that. They glanced at the jet they were guarding, and then tightened their grips on their laser rifles suspiciously. Crud.

"No san do, sir," said the first soldier. "Orders have to come from General Boggs himself."

That settled it. Feral made a gesture as if to suggest it was all the same to him, and half turned as though to go, and the soldiers relaxed. Only slightly, but it was enough. Feral balled up one fist and whirled, punching one soldier in the face, sending him sprawling on the tarmac in a daze. The other raised his gun in reflex, looking uncertain, but Sergeant Talon punched him, knocking him out. Feral turned, but nobody had noticed. The Army personnel were too busy arguing with their Enforcer counterparts, and everyone else on the runway was watching them. Nobody had seen he and Talon knock the two guards out. Just then, General Boggs burst through the door, followed by Callie Briggs, and he came charging down the runway as fast as he could.

"Feral!" he yelled, drawing the attention of everyone around them. "Stop!"

"Sorry, General," Feral yelled over, all eyes on him suddenly, "just a minor snafu. I'll get this aircraft out of your way in no time."

Without waiting for anything further, he climbed into the open cockpit of the Turbokat. It was a tight fit. Despite being far larger than any jets he had ever personally flown, the actual cockpit was built for someone smaller than him. He had to duck his head slightly as the canopy slid into place above him. Frowning, he stared down at the controls. There were a lot of buttons he didn't recognize, others he did; figuring a jet was a jet, he started pressing the ones he recognized and was rewarded with the sound of the Turbokat's engines firing up, first a whine, then a deep-throated roar.

"Go, sir!" cried Talon, turning to face the group of Army soldiers rushing towards them, intent on stopping the theft of the Turbokat. He began fighting with them. He was reized and dragged off to the side, kicking and struggling, overpowered, yelling, "Go!"

Boggs hurried up accompanied by his men. The General, proving surprisingly spry for such an old cadaver, hoisted himself up onto the top of the jet and tried to force the canopy. When that failed, he settled for impotently hitting it with his bamboo stick. Feral pushed the throttle forward. The engines fired, the sudden rush of hot air knocking the Army troops off of their feet. They flew back screaming, but landed safely on the tarmac a few feet away.

"Stop!" Boggs cried. "I order you to stop!"

The Turbokat shot down the runway, causing Boggs to fly backwards off the top, his hat flying off. He was airborne for a moment before thudding painfully to the ground. Callie Briggs smiled as she watched the jet soar up, up, up into the sky. Her opinion of Commander Feral had definitely changed for the better these last few hours. Good luck, she thought.

Boggs' men helped him stand. He was okay. Callie was grateful for that, at least. He looked at Talon, still being held by the muscular soldiers. He considered having him locked up, but decided against it.

"Let him go," he ordered.

The soldiers frowned, but released their prisoner. Boggs eyed Callie.

"This doesn't change anything, Briggs," he snarled. "All Feral's done is sacrifice his career. And maybe bought his niece and the SWAT Kats a few extra minutes, if they're even still alive..."

That's the idea, Callie thought, suddenly reminded why she disliked Boggs so strongly, despite him being on the same side.

"Move these jets!" Boggs shouted. "Get everything into the air!"

"Do we pursue Feral?" asked Captain Pomeroy as the lieutenant began directing the removal of the Enforcer aircraft from the runway to clear a path for the Army jets.

"Forget Feral!" Boggs snapped. "This changes nothing, just like I said. Dark Kat is history."

In the Turbokat, Feral had some difficulty managing the jet's controls, but soon enough he got the hang of it, and he soared off towards Dark Kat's ship, taking the time to try and familiarize himself with the aircraft's weapons. I'm coming, Felina, he thought. And if you're dead, I'll make Dark Kat suffer...

~*~

With a sudden zap and a flash of light, sparks began pouring forth from the sabotaged engine components. That ought to do it, thought Razor as he and the others backed up and shielded their eyes. He smiled at Zeckis. For someone who until recently had done the bidding of his and T-Bone's greatest enemy, he had to admit the older kat was impressing him. He'd earned his trust. A glance at T-Bone told Razor his partner felt the same way.

"That does it," he said.

"Then let's get off of this flying slag heap before we go up with it," said Felina urgently.

"No argument here," said T-Bone, who turned to Zeckis and asked, "What's the quickest way to the hangar?"

"This way!" Zeckis pointed to some winding stone steps leading out of the engine room, and they ran up them, T-Bone in the lead and Razor right behind him. Behind him came Felina and Zeckis the technician.

As they went up, Razor reflected on their escape plan. They'd discussed it. They'd put Felina and the technician into the captured Enforcer jet and have her fly them out of there, while they'd return to the top of the ship and retrieve their jetpacks and use those. And as for Dark Kat and his army of unholy creations, well, they'd have to find their own way.

Razor felt a slight pang of shame at how callous he was being towards their longtime enemy. Even with all he'd done, did Razor actually want Dark Kat to die? No, he supposed he didn't. At the same time, he wasn't prepared to go out of his way to rescue the big purple lug, either. He salved his guilty conscience with repeated private reassurances to himself in a situation such as this, pragmatism took top priority. Get Felina and the other guy out, then themselves; Dark Kat was a luxury they couldn't afford.

Ouch. He winced inwardly. Then again, if anyone deserved to die crashing in their own ship, it was the purple-furred megalomaniac who would've turned Megakat City into a smouldering ruin filled with the unburied dead if it meant he got to be the most important person in it, likely sitting on a throne made from the skulls of his enemies. Razor shuddered at the idea and felt better about letting Dark Kat fend for himself, and mused that he was surprised Dark Crud's actual throne aboard this ship wasn't actually made of skulls after all.

Suddenly, from behind and below, he heard the engines shudder ominously and belch forth sparks and gouts of flame, emitting loud droning noises. Machine-speak for "Something is terribly wrong." The universal noise for "Uh-oh." Sure enough, the machines continued emitting increasingly more ominous noises, the drone whining to a high pitch. And speak of Dark Crud, there was Big D himself down below, Razor noted, glancing over his shoulder and seeing the hulking, cloaked form emerging from a hallway into the engine room. Halting, Dark Kat backed up a bit. Neither he nor the group of Stalkers with him looked up and saw the four of them making hood their escape.

"No!" Dark Kat cried. "My Fear Ship's engines...!"

Yeah, tough luck, skull-face, thought Razor with a smirk.

"Get out," he heard Dark Kat yell, "it's going to explode!"

For once, advice from him I can take! Razor thought and ran harder. T-Bone was pushing himself as fast as he could go, while Razor was beginning to lag. He was still moving swiftly, but the long climb was getting to him. How high was this dang ship, anyway? Behind him, Felina was sprinting up step after step without any signs of fatigue whatsoever, as if she were out for a morning jog. Unbelievable. Not for nothing that even he and T-Bone had to admit she was the best Enforcer. If they weren't looking at a long prison sentence if they got out of here alive, Razor would've considered suggesting to T-Bone that they make their vigilante due a trio...

The only member of their group showing any signs of faltering was the technician, Zeckis, who was lagging behind, huffing, puffing and sweating. Razor wasn't surprised. The poor guy was a lightweight. One of those button-pushers with no stamina. Razor began to seriously worry about him.

Below them, so small bow they looked like ants, Dark Kat and the Stalkers turned and rushed back into the hallway they came out of just as the engines exploded, filling the entire room far bellow with fire and smoke.

The explosion rocked the stairface, knocking its wrought-iron safety railing loose. Curse you, Dark Kat, and your terrible safety standards! Razor rather ridiculously found himself thinking. Yes, of all the things to curse Dark Kat for, not attaching his staircase's handrail better was truly his most heinous act. It would've been hilarious, and Razor would've laughed, if he hadn't lost his balance. He teetered ominously towards the yawning abyss, before pitching over the side. He screamed. Flailing, he managed to grab on with his claws. T-Bone managed to maintain his balance, as did Felina, although T-Bone grabbed her arm anyway.

"I gotcha, Lieutenant!" he yelled.

At the back of the line, Zeckis wasn't as fortunate. He slipped and slid back down the shuddering stairs, almost joining Razor in falling off of the side.

Razor looked down. Oh, I really hope I don't fall, he moaned inwardly. It was a long way down and he really didn't want to see if he could land on his feet.

Another explosion. Felina was hurled back against the central column to which the looping staircase was attached, and T-Bone very nearly fell off down the dark shaft, but a quick-thinking Felina pushed herself off of the wall and grabbed his wrist just as he finally did fall. He swung down like a pendulum, yelling, and Felina, squeezing her eyes shut, her muscles flexing visibly underneath her uniform, managed to haul him back up in an impressive show of desperate strength. They collapsed and lay there, panting.

"If you say, 'No, I got you,'" T-Bone warned between pants.

"It never crossed my mind," the Lieutenant said with a smirk.

"A little help?!" cried Razor, still hanging over the edge.

They looked over. "Razor," yelled T-Bone, "hang on!"

"Oh, great advice!" snarled Razor.

The sound of scrabbling feet caught his attention. Zeckis picked himself up, slipped again, but managed to scramble over and both he and T-Bone reached Razor at the same time and between the two of them the smaller of the two SWAT Kats was hauled up to safety. After some murmured, exhausted, thank-yours, Razor realized that the entire staircase around them was beginning to crumble.

"Come on," said T-Bone, realizing what was happening as well, "this place is crumblin' faster than Grandma Furlong's cheesecake!"

They turned and continued rushing up, even has the steps behind them began disintegrating, falling away in great tumbling chunks down the shaft as the four of them desperately raced ahead of the destruction. The crumbled pieces of the stairs rained down upon the engine room far, far below and destroyed everything. Cripes, thought Razor, it was like they were being chased by thin air intent on murdering them and eating away the steps at their very heels. At the top, T-Bone rushed through the doorway, which was thankfully open; if it'd been shut, they would've been done for. Even if it'd been unlocked, the staircase would've finished falling out from under their feet in the time it would've taken them to open it.

Razor shot through right behind his partner, followed by Razor and then Felina. Again it was Zeckis who fell behind, and he almost didn't make it. He was right at the door when Razor saw, and Zeckis felt, the step he was standing on give way beneath him, and he would've dropped but Razor lunged and grabbed him by the front of his Dark Kat uniform and hauled him safely through. Phew, thought Razor, glad that everyone had made it. Well, almost everyone. He was reasonably sure Dark Kat was history... but he wasn't going to bet money on it. That purple creep had survived worse. Even now, Razor had a nagging feeling the robed madman had managed to make it out of the engine room alive.

Suddenly, the floor tilted. Here we go, Razor thought. The Fear Ship was crashing. He could feel it. He wondered if they could make it to the hangar in time. There was nothing to do but try, though. Together, everyone ran down the rapidly tilting hallway towards the great hall of the ship.

~*~

The Turbokat roared towards Dark Kat's ship. A wide-eyed Feral noticed that the vessel was leaning ominously to one side, tipping slowly and beginning a slow descent towards the earth. Feral circled, looking for any signs of his niece or the SWAT Kats. Was he too late? No, he thought, please no.

"Feral to Headquarters," he said into the radio easily, having taken the time during his flight to familiarize himself a little more with the Turbokat's controls. He still had a lot to learn, though, and he really hoped he didn't have to get into an actual fight with anyone in it, since he'd only just gotten the hang of piloting the jet without wobbling horrifically.

The fact the Fear Ship appeared to be on a rapidly-approaching date with the ground meant that there was no immediate reason to destroy it anymore, so his primary concern now was getting Boggs to call off the attack. If Felina was still aboard and alive... if she could survive the ship's inevitable crash... The last thing her uncle wanted was a bunch of Army Air Corps fighter jocks peppering the grounded vehicle with missiles and laser fire.

"Feral to Headquarters!" he repeated, a little more urgently.

~*~

In the central operations room of Enforcer Headquarters, Lieutenant Commander Steel stood boredly with his greatcoat draped over his shoulders, arms out of the sleeves. He'd come up from the fraud investigation department to which he normally found himself exiled following his betrayal of Feral during the Doomsday Device incident and where he'd remained until a few hours ago, and had assumed command. Well, as much command as there was to assume. The Army technicians were still manning the consoles while the Enforcer ones milled around uncomfortably with nothing to do except twiddle their thumbs, a constant reminder that even with Feral gone, Steel still wasn't in charge of anything.

On the big screen, Steel saw that the traffic on the runway had finally been cleared away and the Air Corps jets from the Army were taking off.

Captain Pomeroy, an Army lieutenant and Boggs himself stood together around a console nearby - manned by an Army technician, of course - and listened to a scratchy transmission coming in.

"Feral to Headquarters!" came the voice of Commander Feral through the speaker being held by the lieutenant.

Steel had mixed feelings. While he wanted to take control of the Enforcers more than anything, he also wanted the Army gone, and the only thing keeping them stinking up Enforcer Headquarters with their continued presence was the threat of Dark Kat.

If it took Feral surviving and having good news to deliver to get rid of them, then Steel was willing to wait for his shot at command a little while longer. After all, if anyone was going to snatch control of the Enforcers out from under Commander Feral, it was going to be him, not this stiff-backed Army general who wasn't even from Megakat city.

So it was that, unusually, Steel greeted Feral's transmission with relief.

"Boggs, if you can hear me," Feral continued, "it doesn't look like Dark Kat is going to be a problem for much longer."

Boogs looked stunned. Drawing himself up, Steel walked over as Feral continued.

"The vessel is listing heavily to one side. It appears badly damaged and unable to function properly. I think the SWAT Kats actually did it, incredibly. Over."

"General, he says that Dark Kat's ship appears damaged and is moments from crashing," the lieutenant reported meekly.

"I heard him, you fool!" snapped the General. He didn't even notice of care when Steel joined them. He grabbed the radio speaker away from the junior officer and yelled into it. "Boggs to Feral! Excellent news, but my orders are explicitly to destroy Dark Kat's ship and whether it crashes or not, my jets are going to reduce that monstrosity of his to molten slag! Do you copy? Over."

There was a stunned silence. "I copy," said Feral angrily, "but my niece-!"

"You have until the fighters arrive to get her and the SWAT Kats out of there, Commander," Boggs said, glancing up at the screen looming over them to see the last of his fighters flying off. "That's all I can give you. Don't waste it. Over and out."

He clicked the radio off. Steel exchanged looks with Captain Pomeroy. The Army officer's expression was unreadable. The lieutenant, however, was positively nervous.

"Can he really get to them in time?" he asked.

"Not a chance," said Pomeroy with grim finality.

"It doesn't matter, anyway," General Boggs said indifferently. "Even if he succeeds, he's still in big trouble, and he'll just be bringing the SWAT Kats back to face trial anyway..."

He trailed off and looked at Steel. No, past him. Frowning, Steel turned and saw Callie Briggs and the D.A. who had just entered.

"...isn't that so, District Attorney?" Boggs continued.

District Attorney Mills looked nervous while Callie Briggs just crossed her arms and gave him a gentle little nudge with her elbow.

"Well, not necessarily. Acting Mayor Briggs has an interesting proposal that I actually find myself agreeing with..."

Boggs frowned but shrugged. "Oh, well, whether you want to arrest those vigilante scum or not is no skin off my neck," he snorted. "I honestly don't care about them one way or the other. They can die and it won't make a difference to me."

He turned and resumed conversing with his officers. Uninterested in their prattle, Steel turned and walked over to where the Deputy Mayor and District Attorney were. He gave a curt not to Callie Briggs and got one in return.

"I can't say I like him very much," Steel said as an icebreaker, intent on extending the olive branch, so to speak. He kept his voice low so that they weren't overheard.

"Neither do I," replied Callie. She narrowed her eyes to slits and glared at Boggs' back across the room with such intensity Steel expected lasers to come shooting out and bore into the General. "Come what may, as soon as Dark Kat is neutralized, I want him out of here."

That surprised Steel.

"Ma'am?" asked Mills beside her, blinking.

"I'm acting mayor," she replied simply. "It's time I started acting like I run this city." She turned and looked at Mills. "Boggs can only do whatever he wants and march all over us because he has authority from Governor Clawstone, right?"

The D.A. fidgeted, thinking, then nodded. "Uh, yes, I believe so."

"And once Dark Kat is dealt with, however he's dealt with, then that authority goes away, right?"

Mills nodded.

Callie turned and prodded Steel in the chest with her finger. "Then I want you to have the Enforcers kick them out of here the second Boggs doesn't have Clawstone's authority anymore. Do I make myself clear, Lieutenant Commander?"

"Yes, Ms. Briggs," Steel replied, smirking.

Callie sighed. "He may be on our side and just trying to do his job, but he's so boorish and unpleasant he makes Commander Feral seem charming, and the quicker he's out of here, the better."

She turned and strutted off, high heels clicking primly on the polished floor, Mills trailing behind her like a lost little kid, hands clasped in front of him. Steel watched them go, and managed a small smile, then turned back towards the Army officers obliviously working across the room. He threw his greatcoat back so he could stand with his arms folded at parade rest underneath it. Now, he thought, he'd observe things more closely.

~*~

"Hurry!" cried T-Bone.

The Fear Ship had now tilted so wildly to the side that they were no longer running along the floor of the hallway, they were running on the wall. Crud, he thought, if this thing lists any further, they were all going to be running on the freaking ceiling soon! Ahead, he saw the great hall of the ship opening before them. There were the collapsed statues and the big hole in the floor. Finally, a room he recognized!

He cursed suddenly as a realization hit him and he felt despair wash over him. He and Razor knew where to go from here... but only to backtrack to the hatchway they'd originally entered through, not to the hangar. Their idea to get Felina and the other guy off safely using Felina's Enforcer jet was beginning to seem less and less viable.

The ship lurched. There was a creaking noise. The statues were sliding across the tilted floor... towards them!

"Look out!" T-Bone screamed.

They all dodged. Barely. Razor nimbly leaped over one statue. T-Bone dug his claws into the wall and then grabbed Felina's wrist and hauled with all of his might, yanking her up. Zeckis screamed and actually climbed up on top one of the statues as it slid against the wall to avoid being crushed between the two, falling down onto the floor on the other side. The second statue made a hideous grinding sound as it slid towards him. T-Bone dropped Felina onto the top of the first overturned statue's side so she could grabbed the technician and pull him up just as the second statue slammed against the first.

The ship lurched further and everyone scrambled again to avoid getting crushed as the statues moved again.

A zillion different ideas whirled through Razor's brain. What to do? He gritted his teeth. Come on, Razor, he thought, think. He briefly considered questioning Zeckis about how to get to the hangar from here, but dismissed it as impractical; time spent giving directions was time wasted. Besides, the poor guy was nearly hyperventilating in terror, anyway. And if the statues were being thrown around inside of the ship like this, Razor realized Felina's jet was probably being given the same treatment. He imagined it being flung violently across the hangar to smash against the wall, crumpling.

He considered going ahead to the top of the ship where the jetpacks were, assuming they hadn't fallen off. As the group inched their way along the wall that now served them as a floor, he glanced back at Felina and the technician. Maybe he and T-Bone could carry them. Zeckis didn't look like he weighed much. Razor was sure he could lift him. And T-Bone could hold onto the hard-bodied Lieutenant long enough to fly away from the crashing ship and get her to safety.

That was it. He thought. That was the plan. It wasn't the best plan, Razor realized, but it was better than just sitting in here and waiting for this behemoth to hit. He looked around for the door they'd entered through, trying to map the ship's layout in his brain, to mentally retrace their steps. No good. He was too disoriented to figure it out. But he did recognize the big double doors leading into the control room. The front viewport! Yes! Gesturing for the others to follow him, he hurried as quickly as he could along the overturned statues, clambered up onto the hanging open left door, and entered the sideways control room.

Behind them, the collapsed statues continued to be jostled and thrown violently around. They'd gotten out of that room just in time. In the control room, sparks flew from the smouldering computer terminals and machinery. Dead Creeplings slid and tumbled along the floor to collide with the back wall, a macabre sight. Chairs, computers and other devices were smashed to pieces as they flew past Dark Kat's throne and into the wall or through the big open arched doorway at the back of the room, through which Razor could hear a cacophony of smashing glass. Everything not bolted down was going... and eventually things that were. Terminals wrenched free of their supports and flew into the wall.

As Razor watched, the enormous throne, thus far having resisted gravity because it anchored to the floor by some means unknown to him, lurched and finally came loose and joined everything else in hitting the wall, then turned and fell through the arched doorway and into the alchemy laboratory, where the glass cylinders shattered into thousands of pieces. Tables overturned, spilling books, ornate glassware and other scientific and magical brick-a-brack to shatter and spill everywhere. They were leaving Dark Kat with one mega-repair bill!

Ah, Razor thought, there it was, the open viewport, with the glass already smashed out and everything! Crud! They couldn't reach it. Anything they could've used to climb up to it had come loose and fallen down to where they stood on the sideways wall. And only one of them still had their Glovatrix. They would have to hurry.

"T-Bone!" he yelled over the din of the crashing. "Do you have any spare-"

"-grappling hooks!" T-Bone finished for him, already realizing what his partner had in mind. "Roger!"

He aimed his forearm up. A clawed grappling line fired up and grabbed the frame of the shattered window.

"My last one," T-Bone said. "Let's hope she holds." He turned to the other two, and grabbed Felina.

She shoved him away and grabbed him. "No," she said, "I've got a stronger grip than him!"

Nodding, T-Bone slid his arm around Zeckis' waist while Felina grabbed onto T-Bone's shoulder. Razor got onto the bigger SWAT Kat's back. "Everybody on?" he asked. Three sets of heads nodded, and T-Bone took a deep breath, then looked at his left arm, the one where the grappling line was attached to his Glovatrix. "Ughhh," he groaned, "hauling up three people at once... my left arm is gonna hate me tomorrow!"

He activated the Glovatrix's winch retraction feature and growled in pain as the weight of three kats plus his own being wrenched upward so suddenly made his left arm feel as thought it were about to be torn out of its socket. Up, up, up, they shot, until he finally stopped. He hung there from one arm with the other three hanging off of him, the four of them swinging gently back and forth.

Unable to grab onto anything because he was using both arms, he said, through pain-gritted teeth, "Razor, climb up and over me... Felina... somebody!"

Razor clambered up and went through the broken windshield of the ship. He could see the world rushing past, and, ahead, the rapidly approaching ground. The Fear Ship was completely sideways. That meant the jetpacks were most likely lone gone, having fallen off. They had one change. Ride out the impact on the exterior where there wasn't anything knocking around to slam into them and hurt them. Turning, he reached in through the window, took Felina's hand, and pulled her up. She stepped on T-Bone's face.

"Oof!" he cried, his voice muffled. "Watch it!"

"Sorry!" she said, turning and reaching back in. "Give him here!"

"Gladly!"

With what remained of his strength, he held Zeckis up one-handed. Felina and Razor each took an arm and pulled the technician up and through the window. He was put to one side and collapsed, panting, and then the two turned and looked down. T-Bone dangled there by his left arm, right one dangling limply, a look of intense relief mixed with dull pain on the SWAT Kat's face. Suddenly afraid, Razor thrust a hand down in towards him. Beside him, Felina also reached in and grabbed for T-Bone's left arm, trying to pull him up.

"T-Bone, give me your other hand!" Razor yelled.

With a grunt, T-Bone flung his right arm up and his buddy grabbed it. Razor tugged. Felina assisted him. A third figure joined them as Zeckis tried to squeeze in and reach down, trying to grope for something on the burly vigilante to grab onto. But their strength was waning. They'd all been through so much and T-Bone was the biggest and strongest. And the heaviest. And they were all so tired and had so little strength of their own left to pull up the one who'd used so much of his to carry them up to salvation. And as much as they strained, they couldn't seem to get him up. If anything, he was dragging them back down. Though he sweated and pulled and strained, Razor's grip slipped, and T-Bone's hand fell and hung numbly at his side again. Out of the corner of his eye he saw the ground rushing up to meet the descending vessel. They were seconds from hitting. No, no, no! He turned and looked back down. Beneath him, though, he found that T-Bone's expression was not one of anger or fear. He was smirking.

"T-Bone-"

"Better me than all of us," T-Bone replied. He laughed. He sounded tired. He looked tired. He was just plain beat. He wanted to rest. "We sure had fun, didn't we...?"

Razor realized what was happening. What T-Bone was saying. "Chance, no!" he cried suddenly, using T-Bone's real name.

"Don't worry about me, Jake," T-Bone said evenly, "I'll land on my feet. Get Dark Kat for me. Make sure he never comes back."

The Fear Ship hit. Razor, Felina and Zeckis were all flung backwards from the impact. "Chaaaaaaaaaaaaaaaaaaaaaaance!" screamed Razor.

The cable of the Glovatrix's grappling hook snapped with a harsh, whipping twang, and T-Bone felt himself falling back, the control room interior whoosing past him and up, the rectangular window where three faces had only moments before been looking in at him rushing up and away. He sighed and shut his eyes as his body fell gracefully through the arched doorway and down into the alchemy laboratory, and when he finally hit something hard and flat, forcing the air from his lungs, he gave a wheezing grunt and thought to himself, well, this is oddly comfy... and his eyes slid shut and subsequent events interested him no further.