"'And the Great Old Ones will come forth from the Earth, and we, the dead who have steadfastly served them, shall be masters of the living.'" "Sticks", Karl Edward Wagner

That is not dead which can eternal lie,

Mumm-ra closed the heavy book with a snap and replaced it on the shelf in his library beneath the Black Pyramid. He had many such books of magical lore left over from the days when he was a living student of the occult: The ancient Pnakotic Manuscripts, the suppressed Cultes des Goules, the hellish De Vermis Mysteriis, the shunned Unaussprechlichen Kultan...

The undead sorcerer glared at his copy of Abdul Alhazred's Necronomicon, simply because he had no where else to direct the look. Most days, he would read the mad Arab's most (in)famous couplet, and smile smugly to himself. Today he felt... uneasy. Instead of his natural shape, he wore the "Mumm-ra: The Ever-Living" form. In the back of his own mind, where he tried his best to deny it, Mumm-ra knew he wore his more powerful form because he was scared...

The strange aeons, he felt, were over...

* * *

Skytomb awakened to Alluro's scream.

Alluro himself was still asleep, still in the grip of nightmare, even after Amok unceremoniously knocked down his door and the other Lunatacs filed in. Even Red-Eye's rough shaking failed to wake the hypnotist.

Alluro continued to thrash and scream, though now his cries were no longer formless. They shaped words, though those words were gibberish: "Ia! Ia! Cthulhu fhtagn! Cthulhu naflfhtagn!.. Cthulhu dreams and waits no longer! He will rise! This world is marked for destruction!.. Aaaigh!" With that last shout, Alluro awoke to soaked sheets and the other Lunatacs looking anywhere from concerned to annoyed. A bucket dangling from Luna's hand explained half of Alluro's confusion.

Chilla was one of the annoyed ones. "A big boy like you," she hissed, "shouldn't be screaming at nightmares."

* * *

The scene in Cat's Lair was similar, though the Thundercats were more sympathetic to Cheetara's plight than the Lunatacs to Alluro's. However, like the hypnotist, Cheetara couldn't remember her dream.

"Nothing at all?" asked Pumyra.

She shook her spotted mane. "Nothing."

"Snarf, snarf, what's a 'Cthulhu'?" asked Snarf.

Cheetara screamed then, and fainted.

* * *

It was Mystan's job to notice things, so he was the one to realize that Psikaris was the only one who didn't come running. Which was odd, because even with that ridiculous love potion gone from her system, she still had a serious crush on the hypnotist. In theory, she should have been there first. Of course, she may just be... uncomfortable around him after that love potion affair, but Mystan thought otherwise.

Reaching the hybrid woman's door, he knocked, and was rewarded with a muffled, "Go away!"

"Psikaris, it is only I, Mystan. Is something wrong?"

"No! Go away!"

Women, Mystan thought with a sigh. He focused his telekinetic abilities on the lock until he heard it click. Then he opened the door, entered, and closed it behind him.

It was dark, of course, so he reached for the light. With an almost inhuman cry, Mystan's hand was knocked away from the switch by... by something. It was cold, it was hand-shaped, but it felt vaguely metallic or chitinous. "Psikaris, I want to help. Let me. May I turn on the light?"

The response was a muffled sob from a far corner of the room, followed by, "My... my shapeshifting powers are out of control. I don't know what to do. It's... not a pretty sight..." While the voice was unmistakably Psikaris', it sounded as if it came from the wrong throat.

Mystan had no idea how to deal with panicked women in general, and certainly not in such a bizarre situation. So he offered the male-logic solution: "I'll cover for you tomorrow, tell everyone that you feel unwell and wish no visitors."

"Th... thank you."

* * *

Mumm-ra left his library and carefully locked it behind him. He himself may have been undead and sleeping for over a thousand years, but these books were ancient when he was young. The sorcerer took no chances. He didn't need a Thundercat or Mutant to blunder in here by accident and damage his books. Satisfied, he replaced the large key to its hiding place and walked back upstairs to the main area of the pyramid.

His feelings of foreboding worsened. Mumm-ra felt he wasn't alone in the pyramid, though all his magical scans said he was ( except for Ma-mutt, of course. ) He decided to scry with his cauldron, to see what might be worrying him.

Mumm-ra stood by the edge of the perpetually bubbling purple liquid. Immediately his scans showed a black-haired, dark-skinned human male. As this was of no interest to the sorcerer, he made a mental command to change the image.

The image didn't change.

The man in the image looked up. And smiled. And reached.

Black-gloved hands broke the surface of the liquid and Mumm-ra jumped back. The hands gripped the rim of the cauldron and pulled their body out. The man jumped backwards out of the cauldron, and balanced lightly on the edge farthest from Mumm-ra. He was, of course, perfectly dry.

The intruder was a young man of Egyptian stock, slender, swarthy, dressed all in black except his blood-red cloak. His hair was long, falling halfway down his back.

The intruder smiled and bowed, dark eyes glittering with a contemptuous amusement that immediately set Mumm-ra's pointed teeth on edge. "Greetings, Mumm-ra, last of the great sorcerers."

Something about the man worried him, but Mumm-ra stood his ground. "Do I know you?"

Dark eyes glittered again. "You knew me once," he said. A cat-like jump brought him nose-to-collarbone with Mumm-ra. Even though the intruder was shorter than him, Mumm-ra received the distinct impression that he was being looked down upon. Perfect teeth flashed white in the gloom of the Black Pyramid and the intruder spoke again, "You called me 'Teacher'."

* * *

On the Thundercats' main viewer, Luna's normally twisted face was even more distorted by anger. "Us?" she shrieked in a voice that, by a miracle, didn't shatter the windows, "Us!? How dare you accuse us of this? Alluro did not implant a 'time-delayed nightmare' into the cheetah. More likely your cheetah did it to Alluro and got some telepathic backwash."

"Cheetara couldn't do that..." started Lion-O.

Luna cut in. "'Couldn't do that'? Your spotty kitty has sixth-sense and telekinetic bolts flying all over the landscape and you say..."

Lion-O stood up, getting angry. "But she doesn't have any telepathic abilities, unlike, say, a certain long-haired Lunatac..."

Tygra interrupted them both. "Wait. Alluro had a nightmare too? Was it about sleeping sea monsters?"

"'Cthulhu fhtagn' and all that?" asked Luna, looking worried.

Lion-O and Tygra exchanged glances. "Uh-oh."

* * *

By late morning, a temporary truce had been called between the Thundercats and Lunatacs in light of their common problem. Skytomb hovered above Cat's Lair's front lawn, and both groups were assembled in the control room of the latter. A short call to the Mutants revealed that they had no nocturnal disturbances, though Jackelman had that dream about himself, chocolate pudding, and six Warrior Maidens again. Panthro 'accidentally' switched the link off before the story got too messy. The Thundercats and Lunatacs ( except Cheetara, who was sleeping; Psikaris, whom Mystan said was too ill to attend; Mystan and Knave, because Luna was trying to keep the new Lunatacs secret; and Tug-Mug and Red-Eye, who stayed behind in Skytomb ) got down to business.

"Could the nightmares be Mumm-ra's doing?" asked Tygra, voicing what most people were thinking.

"Maybe," said Lion-O, "but to what end? If it were to keep us from sleeping, to exhaust us so we could be easily defeated, why not affect all of us? And why the Lunatacs? Don't you sometimes work for Mumm-ra? I mean, what could Cheetara and Alluro possibly have in common?" A silence fell over the room as everyone reached the same conclusion.

WilyKit voiced it, "Psychic ability! Both Cheetara and Alluro are psychic! In different directions, sure, but..."

"Being psychic made them sensitive to whatever was causing the nightmares!" finished WilyKat.

"That answers why them, but not who or what caused it," Luna grumbled.

"Cthulhu."

Everyone turned to look at Alluro. All morning he had been quiet, haggard, withdrawn, nearly opposite to his usual manner. He looked blankly - or perhaps beyond - his hands, loosely clasped on the table before him. Alluro reiterated, and his normally cocky voice was quiet and far-away: "Cthulhu. He sent the dreams."

Luna spoke again. "So who or what is a Cthulhu?"

* * *

Psychic ability, thought Mystan, listening in over the radio connection. Everything ties in with psychic ability. This Cthulhu thing does something to psychics, causes Alluro and Cheetara to have nightmares, throws poor Psikaris' shapshifting out of control... but why am I unaffected? Psychro I can understand; he isn't very powerful. I've got to talk to Knave.

"You called me 'The Black Pharaoh' back then, Mumm-ra," said the intruder, walking around the rim of the cauldron, "though others knew me by different names. The Mighty Messenger. The Howler in the Darkness. The Crawling Chaos. The Haunter of the Dark."

Mumm-ra was not having a good day. First feelings of foreboding, now this: a talkative intruder whom he just couldn't bring himself to kill. Not because he liked the man in any way, but that he was afraid that something really nasty would happen to him if he tried. Worse, those strange titles that the man was calling himself touched something at the back of the sorcerer's memory. Something he didn't want to remember, but was vitally important. He gave his foreboding a name - "Nyarlathotep."

The intruder smiled as if at a particularly slow pupil who finally got a correct answer, "Very good, Mumm-ra. I see my training hasn't been wasted on you. Very good. I am Nyarlathotep, Mighty Messenger of the Great Old Ones and soul of the Other Gods. I have a new lesson for you, my clever apprentice, a lesson of history. You know the history of Third Earth, but, ah, do you know it all?.."

Many cycles of life had come and gone on Third Earth. The Age before the Strange Aeons was the Age of Man. Long before them was the Age of Dinosaurs. And before that...

Before that...

Before the recorded ages, before recorded time, there were the Great Old Ones. They were gods, or nearly so. Greatest among Them was Azathoth, the Blind Idiot Chaos who bubbles and dances beyond angled space to the monotonous fluting of a pipe held in nameless paws. Amorphous, flopping dancers surround Him in his Court at the centre of infinity. Above even Yog-Sothoth, the All-In-One and One-In-All, is Azathoth. And greatest of His servants was His High Priest Cthulhu.

Through space, through countless millennia, Great Cthulhu winged, settling at last upon the young Earth. Innumerable aeons passed, until something happened. The Great Old Ones were shut away, trapped, imprisoned, on dozens of worlds. The stars were wrong and the Old Ones could not live, though neither could They truly die. Great Cthulhu's spells kept Them alive, but these spells also kept Them asleep. Only outside forces could awaken the Great Old Ones, and only when the stars were right.

Ages passed. Civilizations rose and crumbled before the onslaught of Time. On Earth was the Age of Man. And the stars were aligning.

And in days of social and political unrest, out of Egypt came Nyarlathotep, who prophesied strange things and created things even stranger. Through his quiet prompting were the scientists of Earth able to unlock the secret of the atom.

But the holocaust of fire that the Messenger had so carefully planned was not to be. Earth became a battleground for different forces, creatures of good and evil instead of order and chaos. And in their fear, the humans turned the secret of the atom on those who used their world as a battleground.

"In short," said Nyarlathotep, "I botched the job. It wasn't my fault, but..." He shrugged. "The Earth, Third Earth, is not clear. There were survivors, such as the Warrior Maidens, and mutations, such as the Wollos. And now there are these aliens - these Thundercats, these Mutants, these Lunatacs - cluttering up the world.

"I am here to finish my job."

The Haunter's back was to Mumm-ra. The sorcerer remembered that final holocaust, that fiery cleansing of the Earth of the supernatural warriors. He himself was immortal, sunk his pyramid deep within the sands, and slept for over seven thousand years... and had been awakened first by the Lunatacs, Luna's yerin ( who, in his anger, he sealed away in lava ), then by the Mutants who found his Black Pyramid, uncovered by wind and time. Mumm-ra was an evil undead sorcerer, but at least he had been human at one point. So he did what any other human would do faced with the man who had tried to kill his planet.

The bolt of red energy fizzled before it hit its target.

Nyarlathotep turned with a contemptuous smile. "Fool," he said, "Tiny, pathetic, human fool. You think your magic will work on me? I am not human, was never human. I was created by the Great Old Ones to be Their messenger." The Haunter gestured, and Mumm-ra the Ever-Living became Mumm-ra the shrivelled undead corpse. "Where do you think your magic comes from, pupil mine? Where do you get your power?"

Mumm-ra leaned against his sarcophagus for support. "From the Ancient Spirits of Evil..." Nyarlathotep's sarcastic laughter cut off the end of his sentence.

"Blind fool! What are your Ancient Spirits of Evil? Shall I spell it out for you? Shall I give them names?" In seconds, Nyarlathotep was on the walkway in the centre of the pyramid. He pointed to each statue in turn, pronouncing names that no human tongue could ever properly say: "Shub-Niggurath, Black Goat with a Thousand Young, waiting in the Court of Azathoth! Hastur, the Unspeakable, forever drowning in the Lake of Hali! Tsathoggua, Toad-Thing of lightless N'kai! And Cthulhu, Great Cthulhu, deeply dreaming in drowned R'yleh! Tremble, wizard, for he waits no longer!" Lightning flashed, on cue. Nyarlathotep started to levitate, and made to fly out the top of the pyramid. He paused and looked back.

"I wasn't here, you know, on Third Earth. I've many other worlds to haunt besides this one. Would you like to know how I knew to come back, how I knew the stars were right?" The Haunter paused, and when Mumm-ra said nothing, continued, "Cthulhu told me. Though your eyes he saw the stars align! Farewell, sorcerer. Perhaps Cthulhu will reward you for your help in his awakening." Nyarlathotep left then, leaving a dry corpse-thing angry at himself for not seeing the signs before, for not heeding the warnings in the Necronomicon.

They used him. The Ancient Spirits of Evil actually had a reason for telling him to kill the Thundercats. They were the Great Old Ones, and They wanted him to finish Nyarlathotep's job. They had wanted him to clear Third Earth.

* * *

"Knave, I would speak with you."

The cheetah hybrid looked up from where he was playing darts. "Yeah what, Mystan?"

"Last night, did you experience any... disturbances?"

Knave snickered and tossed another dart. "Just Alluro's yelling."

"I am serious. What did you dream?"

The hybrid swivelled his chair to face the telekinetic. "I don't want Chilla to worry, so you'd better not tell her this."

"I promise." Mystan knew well of Knave's devotion and protectiveness of his half-sister.

"I was in a city, only it was huge and everything was made of funny angles. From deep underground I thought I could hear sounds."

"What kind of sounds?"

"This is going to sound hokey, but it was a couple of the things Alluro was raving about. 'Thool-hoo fah-tah-gen' or something. And I felt like I was being watched... no, searched, but there was no one around."

"Thank you for your co-operation, Knave," said Mystan, sweeping out. He had more to think about.

In the end, the Thundercats and Lunatacs decided to check in on Mumm-ra, just in case ( at the Lunatacs' pleas, they left the snarfs in the Lair, and Lynx-O, Bengali, and Pumyra stayed behind to keep watch. ) Skytomb hovered outside the Black Pyramid, and Lion-O, Luna, Amok, and Cheetara went inside.

Lion-O rapped insolently on the sarcophagus. "Mumm-ra," he ordered, "we want to speak with you."

The ancient voice muttered a muffled, "Go away."

Lion-O scowled, then knocked again, to no avail. He then tried to pry open the casket, with Amok's help. That also didn't work.

Cheetara quietly tapped Lion-O on the shoulder. "May I?" she asked, and Lion-O shrugged.

With a blue flash, the lid was removed from the sarcophagus. Everyone looked surprised, including Cheetara.

"How did you do that?" asked Lion-O.

Luna tapped the startled wizard on the chest with her riding crop. "Do you know what a 'Cthulhu' is?"

As they were all facing away from the main area of the temple, only Mumm-ra saw an Ancient Spirit statue's eyes flash for a second. He leaned down and whispered directly into Luna's ear, "I do. But we will not speak here." Mumm-ra supposed, as a servant of the Old Ones, They could hear him anywhere.

But he would feel better talking about it if those statues weren't there, looming in the darkness.

* * *

As Skytomb flew away from the Black Pyramid, Mumm-ra explained: "Cthulhu is an alien sorcerer, or perhaps a god. He has lived under the ocean in his city R'lyeh for millions of years, forced to sleep until the stars are right. Then R'lyeh will rise, and Cthulhu can be awakened. His plan is to clear Third Earth, for his personal use. He sees mortal creatures as we see insects."

"But what about the nightmares?" asked Panthro.

Mumm-ra looked more haggard than usual. "Cthulhu is telepathic; that is how he communicates with others of his kind - the Great Old Ones - on other worlds. And because he is so strongly and actively telepathic, his thoughts manifest in dreams to the sensitive."

"And Cheetara's power?" asked Luna, jerking her thumb at the Thundercat.

"Probably psychic spill-over from Cthulhu," said Mumm-ra.

Alluro said quietly, "Mine, too."

Luna looked annoyed at her subordinate. "You haven't hypnotized anyone in days. How would you know your powers increased?"

The psychic Lunatac looked at the floor. "I have a hard time trying to block out everyone's thoughts."

Everyone stopped to digest that. Alluro was now a telepath, and a fairly powerful one by the sound of it. Now they noticed the weird yellowish light behind his baleful green eyes and Cheetara's brown ones. The mark of Cthulhu... It would explain Alluro's new behaviour though; putting his energy into not reading people's minds meant that he couldn't be as loud and cocky as before. Unfortunately, if he couldn't always block their thoughts, he would know... A couple people blushed, others looked annoyed, others nervous.

"I try not to," reiterated Alluro.

"Well, um... keep it up," said Luna.

WilyKat tried to change the subject. "So, Mumm-ra, why aren't you in your Ever-Living body?"

Mumm-ra looked angry for a second, then slightly embarrassed, as if he'd been caught with his pants on backwards. If he wore pants. "There is another creature loose on Third Earth. His name is Nyarlathotep. He works as a messenger and errand-runner for the Great Old Ones." Mumm-ra scowled down at his withered form. "It is he who blocks my magic. It is he who intends to wake Cthulhu."

"This Cthulhu's evil must be stopped," said Lion-O, puffing out his chest and striking a heroic pose.

"Not evil." Everyone looked over at Mumm-ra. "Cthulhu is not evil," he explained, "He is too far beyond mortals to be bound by their laws and morals."

"He intends to kill us all. I think that's evil," grumbled the lion.

Mumm-ra gave him a look. "If you wanted to lie down in the grass, would you not sweep away the anthills?" Lion-O didn't respond.

Luna shouted over to Skytomb's helm, "Tug-Mug, set a course for the ocean."

"What am I lookeeng for?" asked Tug-Mug.

Luna smiled grimly, "New seismic or volcanic activity, a new island, anything that shouldn't be there and wasn't there before. That's where we'll find R'lyeh."

"Please," said Mumm-ra in exasperated tones, "and do what with it?"

"Stop Nyarlathotep. Some ants can bite."

* * *

Luna rode Amok over to another room. Mystan was there. When she came in, he switched off the radio and said, "I have been listening in on your discussions, and there are a few matters that I think should be brought to your attention." Much as he disliked Luna, this situation was too big to play hero.

"What do you think of all this?" she asked.

"I cannot comment on your battle plans, for I am no tactician," said Mystan, "But as to Alluro and Cheetara's powers..."

"Spit it out."

"Cthulhu is affecting Knave and Psikaris as well. Psychro is unaffected, but he is not a powerful psychic. My powers are slightly stronger than they should be, but nothing serious. Knave says he can feel Cthulhu's energy in the air, like a throbbing headache. Psikaris... her powers are out of control." Then remembering his promise not to diverge what specifically those powers are said, "It would be dangerous for any but myself to be anywhere near her, as my telekinetic abilities counter hers."

Luna tapped her riding crop against her hand thoughtfully. "Fine. You take care of Psikaris, and make sure you, her, and Knave stay out of sight of the Thundercats."

* * *

Between Panthro and Alluro's technical expertise, Skytomb made good speed. For days, the Thundercats and Lunatacs worked in shifts ( though Cheetara and Alluro were exempt from duty ), and currently in the control centre were Luna ( without Amok for once ), Psychro, and Red-Eye, while representing the Thundercats were Panthro, Tygra, and WilyKit. Mumm-ra, who needed rest but no sleep, had refused to relinquish his chair in the corner, and was there still, fingers steepled beneath where his nose used to be.

"Anything yet?" asked Luna for the fifth time in as many minutes. Red-Eye, tired of answering, just shook his head. Luna twisted in her chair to face Mumm-ra. "You know so much about this, why can't you just guide us to R'lyeh?"

Mumm-ra sighed and continued staring at the point on the wall that he had been staring at for the last several hours. "Because Third Earth has changed much since R'lyeh last rose. In any case, that was over five-thousand years before my time. Before the strange aeons."

Luna was about to question that last statement, but decided it wasn't directed at her, and ignored it. Her attention was then seized by a gasp from Psychro and a shout from Red-Eye.

"There!" cried Red-Eye, pointing at a small island on the viewscreen, "According to our maps, this island doesn't exist! And there's a city on it!"

Psychro hissed, "But... the city. It doesn't... look right."

Mumm-ra looked over and an uneeded breath caught in his throat. "The wrong geometry," he murmured, "Drowned R'lyeh."

"Park over the coast, Psychro," ordered Luna, "We explore the city in the morning."

Chilla's shift had ended, and after telling Tug-Mug to take her place at Skytomb's helm, she went back to her room.

She found Alluro sleeping on her bed. Her first impulse was to freeze him one, but something stopped her. It was the least haunted he'd looked for days, since this Cthulhu mess began. He looked so peaceful lying there, the lines of his face softened by sleep.

Then the nightmares hit him again, racked his form and twisted his features. Again he pronounced the weird syllables: "Ia! Cthulhu will not be denied! Ph'nglui mglw'nafh Cthulhu..." Chilla took his shoulders and shook him, ordered him to wake up. Alluro's eyes suddenly snapped open, and at first he shrunk back from the ice Lunatac. Within seconds, recognition came over his features and he relaxed.

The weird light was gone from his eyes, and when he looked up at Chilla, his lips twitched for a second into a shy smile. She decided not to blast him, instead asked, "What are you doing here?" Chilla mentally scowled at herself. She had intended to spit the words out.

Alluro got up and started past her, Chilla still crouched on her bed. "I'm... I'm sorry. I'll go if you like."

"No. Wait." Chilla stopped him with her hand on his shoulder. She waited a few seconds before pulling it back. Alluro, she thought, had been acting strange ever since his nightmare, quieter, less egotistical. It worried her, yes, but it was a welcome change. Chilla shifted position, sat facing him, legs dangling off the side of her bed. Her voice held no ice when she asked, "No really, Alluro, why are you here?"

The tall Lunatac looked apologetic and embarrassed. "You're going to freeze me for this, I know it. I was... sleeping." He paused.

"I know that," said Chilla. "Continue."

"You know I'd been having those strange nightmares, and I thought that, ah..." Alluro looked down, and trailed off into mumbling. Chilla reached up, took his chin, and forced him to meet her eyes.

"You thought?.." she prompted.

"IthoughtIwouldn'thavenightmaresifIsleptinyourroom."

It took Chilla a second to mentally slow down Alluro's declaration. When she did, her hand dropped to her side and her strange eyes widened slightly in confusion. "You thought..? Why? One room is the same as another."

Alluro turned away and waved his hands in annoyance. "If I was here I could pretend you were here, okay? Most nights I fall asleep thinking about you anyway, so if I slept here, I wouldn't get nightmares. You weren't supposed to know." Shoulders slumped in defeat, Alluro said miserably, "Go ahead. Freeze me. You know you want to." Chilla stood, then crossed her room to stand about a metre behind the hypnotist.

Chilla surprised herself and Alluro. "No, I... I don't." When the tall Lunatac turned, a questioning look on his long face, Chilla threw herself into his arms.

And they were nice arms. Chilla, while she'd freeze anyone who even hinted it, had been extremely attracted to Alluro ever since they met during the war. She'd never pursued a relationship with him for two reasons: One, his ego was the size of a small planet. Two, it wasn't something she would normally do. It would seem out of character to admit an attraction, and if she did, no one would ever let her forget it. The one time, soon after they started working together, that Alluro had propositioned her, she set his feet on fire. That was expected.

So Chilla contented herself with merely watching him, the fall of his hair, the way he moved, the sound of his voice. Did she love him? No. His ego got in the way. But she could be attracted to him, oh yes. And with this new, quieter, humbler Alluro, maybe she could...

What the hell, thought Chilla. I've been lonely my whole life, and Skytomb's heading towards certain death at this R'lyeh place. Alluro's wanted me ever since I met him, and now he's in no mood to brag in the morning.

Chilla smiled up at Alluro and pulled him towards the bed.

* * *

When Chilla woke up, Alluro was gone. She was mildly annoyed at this, having decided the night before that watching him sleep was one of life's simple pleasures. She then mentally kicked herself for being maudlin, and got dressed.

She headed towards Skytomb's control centre, and found out she was humming to herself when Tug-Mug gave her a weird look. She scowled at him. Tug-Mug, deciding that he never heard it, wheeled on his way to wake up the Thundercats.

Everyone else was in the control room, engaged in various tasks. Chilla sauntered over to where Alluro was tinkering with some wires. He looked exhausted. The ice Lunatac leaned over the back of his chair and purred in his ear, "You should have stayed in bed."

Alluro jumped slightly, but composed himself. "Luna told me to make sure the weapons systems are fully operational. She means to sink R'lyeh, if she can."

Chilla went to another console. Poor dear, she thought with a private smile. I shouldn't have tired him out like that.

Luna sat on Amok, tapping her riding crop against her open palm. "When the cats arrive," she said, "we draw up our plans for battle."

* * *

Later that morning, Tug-Mug and the kittens remained behind in Skytomb while the others explored R'lyeh. Eventually, they found a door.

But what a door! When they first saw it, they thought it was another wall, such was the size of it, before noticing the jamb. Why anyone would require an entrance big enough to push a barn in was beyond anyone's reasoning. Some experimentation showed the door as counterweighted, and when pressed at the top, swung silently open in a way that can only be described as diagonal.

Alluro and Cheetara went first, following a compulsion they could not name. They were followed by Lion-O, Luna ( on Amok, of course ), Chilla, Panthro, Tygra, Psychro, and Red-Eye bringing up the rear. After about twenty metres, there was a rumbling. Though Luna screeched "Fall back!" only most obeyed. When the dust cleared, the tunnel was completely blocked off, and Cheetara and Alluro were missing.

Panic was about to set in when Lion-O pulled out his sword. "I'll see if they got through. Sword of Omens, give me sight beyond sight!" After a few tense minutes of searching, he turned to the group. "They're on the other side. Unharmed."

Panthro looked over the mound of rubble blocking their passage and grumbled. "I should have brought the Thundertank."

* * *

Alluro and Cheetara picked their way carefully down corridors and slimy steps. There was a slight glow at the end of the tunnel, but all sunlight was blocked by the cave-in. Cheetara fared better than the Lunatac; her cat eyes adjusting faster than his alien ones. Soon they entered the main chamber.

It took Alluro several minutes to adjust to the semi-darkness, but he eventually saw what was in the room with them. It was a hill. A great, green, slimy, oddly-shaped hill. A few more minutes and he could start to make out the details. Certain irregularities worried him, but none more than certain regularities. He realized the meaning of the shape mere seconds before it opened its poisonous yellow eyes.

Cthulhu was awake.

The green mass unfurled itself. It was vaguely humanoid, bloated, with a head like an octopus and demon eyes that shone yellow in the gloom. Its arms and legs were draconian, three-fingered hands ending in monstrous claws. It stretched its membranous wings, then re-folded them. And it was huge! When he first saw it, Alluro thought it was a strange hill...

This was the thing that walked his and Cheetara's nightmares. This was Cthulhu.

The Great Cthulhu hunkered down, came eye-to-eye with Alluro and Cheetara, his face tentacles touching the floor. And those eyes were bigger than both of them. Poisonous yellow stared unwinking into baleful green and slit-pupiled brown, then back again, and Alluro could suddenly see into the mind of the creature. A gasp from Cheetara proved that she could, too.

Before he could react, Alluro was flicked against a wall. Just flicked, as if he were an insect in the way. He hit hard, and sank to the floor, struggling for consciousness.

Cheetara had been seized by the flabby claws, and lifted a dizzying height above the slimy floor. Then she felt it, like being hypnotized by Alluro but worse. So much worse. For this wasn't Alluro hypnotising her out of evil design, this was Cthulhu, merely acting in his own interest. He was beyond good and evil, he was so far beyond the small humanoid races that fought and squabbled on Third Earth. Before this god, everyone she'd ever known, the entire life of a planet, all were nothing compared to the Great Old Ones. Cthulhu was doing them a favour, killing them all...

And the power. So much power. With R'lyeh above the waves, the psychic abilities of herself and Alluro had increased tenfold. This was more. Cthulhu was remaking her, remaking her into...

Nyarlathotep appeared in a beam of light. "Great Cthulhu, I have re... What!?" The Haunter looked disbelieving at the scene before him. "You... you can't do this! I am the Mighty Messenger!"

Cthulhu released Cheetara, but she didn't fall. A blue nimbus surrounded her, and she turned slowly, as if in a dream, to Nyarlathotep. "You failed," she said in a far-away voice, "and for that you will be eliminated."

The Haunter dodged a telekinetic bolt, and parried with his own magic. But his magic, the power drawn from the Great Old Ones, was much depleted, having lost his favour. And he grew weaker every moment, his power draining to feed his replacement, Cheetara: the Mighty Messenger.

Alluro's Cthulhu-enhanced power was fading as well, but decided to give it one last try. "Cheetara," he intoned, "you will stop your attack. You are no match for him. You will stand down. You have no choice. You will co-oper... Aaargh!" A telekinetic bolt blasted him back into the corridor, where he hit a rocky outcrop, and collapsed, unconscious.

Inside the chamber, Nyarlathotep summoned some of his own remaining power, tried to escape to a friendlier world.

He landed on the outskirts of R'lyeh. Seconds later, a telekinetic blast ripped through the ground beside him, and Cheetara flew up the aperture. In Skytomb, Tug-Mug and the Thunderkittens watched the battle. After a moment, WilyKat realized, "Hey! That's Cheetara! Since when can she fly?"

Mumm-ra sat in a chair, fingers steepled, trying not to think about what would happen when either Nyarlathotep or Cheetara wins.

In the corridor, the others - that is, Lion-O, Tygra, and Panthro of the Thundercats and Luna, Amok, Red-Eye, and Chilla of the Lunatacs - had finally cleared a way through the rubble. After a few steps, Tygra nearly slipped on some thick purple slime.

"This is different," he said before Luna's shriek cut him off.

"Lunatac blood! Alluro!" Tygra looked ill, and Luna urged Amok to follow the sticky trail. Within moments they found the hypnotist's ravaged form. The telekinetic bolt had torn his flesh, leaving the trail of blood. He was alive. Barely. Chilla knelt beside him. Luna continued giving orders. "Chilla, use your ice to numb his wounds, then put that silly cape to some use. The rest of you, we're going to track down what did this."

"No..." Alluro's weak protest stopped them. "Not there. That way... lies death. Cheetara... Cheetara must be stopped."

"What's he talking about?" demanded Panthro.

Alluro was too weak to talk. He used the last of his energy to turn Chilla's face to look into his eyes, and the last of his Cthulhu-spawned power to telepathically explain before lapsing back into unconsciousness.

Chilla relayed the message quickly: "Alluro says that just looking at Cthulhu will kill you or drive you insane. He and Cheetara were prepared for him through their nightmares. Cthulhu boosted both Alluro and Cheetara's powers to bring them here, so he could decide which one to use. Cheetara's been made into the new Mighty Messenger because of her telekinetic abilities. Nyarlathotep tried to trick the last masters of this planet into killing themselves. With Cheetara's powers boosted as they are, she could clear Third Earth by herself."

Lion-O drew his sword and again looked through the hilt. He grimly replaced it. "Chilla's right. Cheetara and Nyarlathotep are fighting outside. We have to stop them."

"Finish patching up Alluro, Chilla," ordered Luna, "then get him back to Skytomb." The Thundercats and Lunatacs went back the way they came.

Chilla tore her cape into strips, cooled it, and bound Alluro's wounds. When she finished, she pulled the unconscious Lunatac close and waited for him to wake up. She was strong, but Alluro was too big to easily carry.

* * *

Lion-O reached the battleground first, drawing his sword and shouting, "Thunder! Thunder! Thunder! Thundercats! HOOOO!" He waved the Sword of Omens, shining the red light of the cat-signal directly on Cheetara.

She didn't even notice.

It took a few seconds for this to sink in. The light from the sword always dispelled evil magic and broke possession. Lion-O set his jaw in grim resolve. He didn't want to do this, but Cheetara was no longer a Thundercat. Lion-O aimed a bolt of magic at her. The sword didn't fire. Either Cthulhu's magic was stronger than the Sword of Omens or...

Memory hit him. The Sword of Omens only worked against evil creatures. Mumm-ra said Cthulhu wasn't evil. Therefore, his magic wasn't evil.

On the plus side, it also meant that Cheetara wasn't evil.

The thought gave him hope until a deliberately aimed telekinetic bolt knocked him flying.

Nyarlathotep and Cheetara's battle disappeared from the watchers' view, behind some oddly shaped buildings. Nyarlathotep ran. He was almost out of magic. He didn't want to waste it on flight.

He was not happy. This was not how it was supposed to end. He was created for this purpose, to be the Mighty Messenger. He was Nyarlathotep...

The Haunter's thoughts paused there. He was created the Mighty Messenger. He was not created Nyarlathotep. His purpose was to be an intelligent spell, running errands for the Great Old Ones. Millennia of dealing with sentient beings and being a channel of the Old Ones' power made him more than that, made him a free-willed, sentient being. That's why Cthulhu had sent the cheetah woman after him, instead of just shutting him off. He was more than the Mighty Messenger.

He was Nyarlathotep. Not all his power was granted by the Great Old Ones.

When Cheetara found him, he was waiting. He stood in an open area, head tilted down, eyes tilted up, watching her approach. "Nyarlathotep," said Cheetara.

Nyarlathotep smiled with his old contemptuous humour. "You may have the power of the Great Old Ones running through you, but I think your mind is still Thunderan, not yet prepared for your task. A mortal mind..." Shadows gathered around him, swirling with malevolent purpose, "A mortal mind, easily broken!"

Darkness erupted from the Haunter, darkness that moved, solidified, lashed out! And the human form of the Haunter was gone, was the darkness which seethed and stretched and grew before the nascent Messenger's horrified eyes.

Oily tentacles uncurled, dark pincers snapped, baleful red eyes glowed dully from the writhing bulk, and above this, two great wings with the look of wet, rotting leather flapped slowly. A voice, no longer modulated, no longer remotely human, issued from the creature: "And this isn't even my real form." The abomination laughed, a sound of liquid corruption.

Cheetara tried to blast him, but a wetly glistening tentacle caught her around the wrist. The feel of it, coupled with the look of the horror, snapped her still-Thunderan mind. Cheetara screamed.

* * *

When he woke up, Chilla helped Alluro to his feet. After a few steps, the ice Lunatac heard a wet slopping sound coming from Cthulhu's lair. Worse, it was getting closer.

Alluro heard it too. "Leave me," he said weakly, "Get out while you can. It's Cthulhu. He's coming. Please, Chilla."

Chilla never ran from anything in her life. She wasn't going to now, and she certainly wasn't going to leave Alluro. Still holding him up, she turned, and blew on the wet wall. Her ice travelled easily over the damp surface, turning already slippery walls and floor smooth as glass. She almost cheered when she heard the sound of a great spongy mountain collapse down the corridor. "That will slow him down," she said smugly, pulling Alluro along.

"Now he's angry," opined Alluro.

* * *

Everyone on R'lyeh heard the scream. By the time they arrived at the battleground, the fight was over. Blue energy was pouring out from Cheetara, out into the stars. Nyarlathotep, human again, watched with some amusement.

"There," he said, "I've proven that she is unfit to become the Mighty Messenger. Soon the Great Old Ones will realize that the power should have remained mine. Then I can finish my task."

And Lion-O said, "No."

The Lord of the Thundercats threw his sword, impaling the Haunter. While it wouldn't have worked on an Old One, so far are They beyond good and evil, it worked on Nyarlathotep. Nyarlathotep, whose evolution beyond his original design saved him from Cheetara. Nyarlathotep, whose evolution beyond his original design caused him to be killed by the Sword of Omens. The Old Ones were beyond good and evil, but Nyarlathotep was not an Old One. He was simply a Messenger, bound to the moral laws of the natural beings he imitated.

Nyarlathotep doubled over, clutched the sword, and crumbled, dissolved, into a pool of noxious yellow slime. Gingerly, Lion-O removed the sword.

Seconds later, Mumm-ra, in his full Ever-Living glory appeared in a red light. "You killed Nyarlathotep," he said disbelievingly. "Good job." Before the startled lion could respond, Mumm-ra vanished. Lion-O returned his attention to Cheetara.

"Is she?..."

Tygra was cradling Cheetara. "She's alive, but her mind... I think Cthulhu burnt her out."

Chilla staggered to the surface, under the weight of Alluro. "Take him," she ordered Panthro. Then to the general assembly, "We need to get out of here now. Cthulhu is coming!"

Within minutes, everyone was back in Skytomb. Mumm-ra was waiting. Luna rode up to him. "Out of the way. We're going to sink that rock so it doesn't come up no matter what the stars say."

"Actually," said Mumm-ra pleasantly, "I was about to do that." It was, however, Tug-Mug who blasted the island R'lyeh with the heavy weaponry aboard Skytomb. Everyone cheered as the corpse-city slipped sideways and sank beneath the waves.

"He's a sea monster," said Tygra quietly, "Can't he swim?"

Mumm-ra looked far too pleased. "No. When R'lyeh is under the water, Cthulhu must sleep. His immortality spell is tied to it somehow. More, he cannot send his dreams through the water; your nightmares didn't occur until R'lyeh was above the waves." Mumm-ra bowed slightly, and disappeared.

A week later, Cheetara showed no signs of recovery. When cornered, Mumm-ra would only say she had seen what no mortal could see and stay sane. So the Thundercats called the Lunatacs and asked to borrow Alluro.

The hypnotist agreed with Mumm-ra's assessment. "It was something she saw, likely something Nyarlathotep conjured up. Maybe if that memory was removed, she would recover. But maybe not."

"Can you remove it?" asked Tygra.

Alluro looked nervous. "I could remove the memory, yes, but I would have to do it without myself seeing it. It will be tricky business." He paused and said, as if to himself, "And if I do see it, will I end up as she is?" He looked at the worried Thundercats, then at Cheetara. "I will try. I will need to focus all my concentration on this, so please do not disturb me."

Four hours later, Alluro exited Cheetara's room, pale and shaken. "It is finished," he said, "But she may not recover anyway. To be safe, I removed all her memories after the start of her fight with Nyarlathotep. If you don't mind, I would like to get back to Skytomb."

* * *

In the Black Pyramid, Mumm-ra glowered in turn at the statues of the Ancient Spirits of Evil. "You sssank R'lyeh," said the one Nyarlathotep called Hastur accusingly, "We did not asssk you to sssink R'lyeh."

"I know what you are." Mumm-ra felt tired.

"And what good will that do, sssorcccerer?" asked Shub-Niggurath.

"None," admitted Mumm-ra. "None at all. I expect you'll take away my power now. Magic is what keeps me alive. That will be one less creature on Third Earth."

"Tempting," rumbled Tsathoggua, "but, no. Weee have better ussses for you."

"Yesss," continued Cthulhu, "We need you, Mumm-ra, need you to sssee when the ssstarsss are right again." There was an ominous pause. "Though there isss another..."

In the White Pyramid, Mumm-rana awoke when her intruder detection spells went off. She readied an attack spell when she identified the newcomer. "Mumm-ra," she said, "What is it you want?"

Mumm-ra the Ever-Living stood, hands behind his back, looking at each of the Ancient Spirits of Good statues in turn. Addressing one he asked, "Shub-Niggurath?" A heroic-looking statue's benevolent blue eyes flashed. Mumm-ra sort of smirked, then thought better of it. From behind his back, he took a heavy, leather-bound book.

"What do you want?" repeated the undead sorceress.

Mumm-ra handed Mumm-rana his copy of the Necronomicon. "You may wish to sit down," he said, "for I think we have more in common than mere undeath." Mumm-rana looked at him blankly. He continued, "Have you ever stopped to think about what the Ancient Spirits of Good are?.."