Transformation

by Pathfindr

I do not own these Characters. They belong to someone with way more money then what I have.

It was turning out to be a typical day for Illya Nickovitch Kuryakin.

First there was the meeting with his partner, Napoleon Solo, in Mr. Waverly's office. There was a briefing about another mad scientist concocting some stupid plan and they had to put a stop to it. The pair packed their bags to yet another place in the middle of nowhere in the United States. Solo flirted with everything in a skirt and he slept on the plane. They went to their hotel room checked in and starting checking out leads that would help them save the world yet again. Their contact was a beautiful slim redhead with a figure that didn't quit and a friendly smile. Solo was on her like a dog on a bone. Illya just sighed at the typical behavior and kept a look out for leads.

Two days later they hit pay dirt. Someone saw something going on at an old underground bunker and thought it odd. Especially as there were all sorts of strange animal like noises going on. Solo deciding, since he had a date tonight, that it would be best if Illya made the first scouting run and then they could see what they wanted to do in the morning. So it was with one last annoyed look at his partner, he set off to investigate the strange noises coming from the bunker. He found a small vent in the ground that would allow him access to the building, getting down onto his belly he crawled in. The first problem he came across was not to sneeze. The vent looked like it wasn't in use and hadn't been for ages so of course it had 50 years worth of dust that just was aching to get all over him. Next problem was the lack of direction, he came to a crossroads and could choose 1 of 3 directions and all were filled with dust. Finally settling on the left just for the hell of it he continued to climb down. It SEEMED luck was with him for after crawling around in the dust and spider webs for about 12 years he believed he heard voices. Not one to pass up this chance he slithered closer to the sounds. It seemed strange to him but it sounded like a barnyard. He could swear he heard chickens, geese, dogs, cats and pigs. He found a vent that allowed him to look out and that is also what he saw. Not understanding mad scientists and their fascination with barnyard fowl was normal behavior for him. When would they get it and let him take a vacation. Oh well shit happens.

Continuing to belly crawl his way down the vent he came to what looked like an empty room and it looked like it hadn't been used in some time. So looking for an escape from the dust dungeon he crawled out and landed on a cloth covered table. Replacing the vent and dusting himself off he walked over to the door to listen for anything strange. Nothing so far he snuck out and started walking down the brightly-lit hallways trying to find anything that was of interest and then get out. So of course it was with this logic that he heard footsteps in front of him that he ducked into a nearby room. He waited for them to pass and to his horror and disgust they stopped right in front of his door. Then the knob turned and the people entered. There was about 15 of them. Guards just coming off duty and deciding to have some time off in the rec. room together. Of course they spotted Kuryakin and raised their guns up to fire. Of course the usual threat of put your gun down and your hands up were given and Illya seeing no other way out obeyed.

He was stripped of all his toys and thrown into the nearest cell they had, waiting for the mad scientist to come to him and start cackling his latest evil plot. Just another typical day for him.

** This sucks! ** Illya thought to himself. ** When will these things happen to Napoleon? Why must I always have to be the one doing the dirty jobs cause he has a date? ** Sitting on the bench in his cell he stared at the door waiting to hear the next nasty plot. He did not have to wait long. Half an hour later, his cell door was opened and in walked the head cluck himself. He was balding, had a paunch, double or was that triple chins? Hard to tell under that tablecloth of a lab coat he was wearing. Pinched weasel looking eyes and fingers that didn't stop twitching. ** Ah crap not another one. ** Illya grimaced to himself but didn't let it show on his face.

"Good evening Mr. Kuryakin so good of you to join us but we weren't really expecting you. Still you will make a wonderful addition to my collection."

** Just once I would like to say go blow it out your ass, but that won't get me the information that I need. Crap have to play along. ** Sigh. "Well I wasn't really expecting to join you either but I just didn't want to miss the fun."

"That's wonderful my boy, great to have you along. Thrush will be thrilled as well." The mad scientist clapped his hands together then addressed the guards. "Guards put the collar and chains on him and lets go. Also start evacuating this place, where there is one Uncle agent normally there is two especially when dealing with this one." Turning out the door the head cluck walked back to his lab. Illya couldn't fight the guards for there were too many of them and all had a good 6 inches and 100 lbs. on him.

** I said it before and I'll say it again. THIS SUCKS! **

He was taken to a large room that had 2 poles buried in the middle of the floor. They were thick and made of concrete and they weren't going anywhere. The chains on his collar where kept suprisingly loose, along with the chains on his hands and ankles. He couldn't do anything about it, there were to many guns pointing his way. He found he could move a good 4 feet in any direction that he wanted but since all his toys were taken away he couldn't pick the lock. Also there were windows on all 4 sides and he was constantly being watched. Finally he just sat down in the middle of the poles and waited wondering what was going to happen. Soon he heard a noise and looking up he saw a greenish gas coming from out of the vents, It quickly filled the room and Illya tried to hold his breath as long as possible but he could only hold out for about 5 minutes before needing air. When he finally had to breathe he started to get an itchy feeling in the middle of his chest. He tried to ignore it but it wouldn't go away and seemed to get worse. The feeling spread through his body and soon he couldn't stop scratching but he couldn't see anything wrong with him. He was subjected to this gas for 20 minutes and then the air vents started pouring out fresh clean air. He breathed deep and it seemed he could smell much better, identify things a lot easier.

"Ah it is working wonderfully. I couldn't have been happier Mr. Kuryakin. Soon we will see you for who you truly are."

"What in the world was that." He did not want to give away any secrets. If that was a truth serum it was the weirdest one Thrush had come up with yet.

"It is a new type of airborne drug I have developed. I have spent years developing it and now it is starting to work nicely. Do you like animals Mr. Kuryakin? I hope you do cause you are about to become one. I wonder what it will be. With your personality and the things I have heard about you it could be many things."

"What are you talking about. Why in the world would Thrush want a drug that turns people into animals?" He didn't like where this was heading, losing his mind and thinking he would turn into a chicken or something

"Ah but it is not turning people into animals we are concerned over. It is keeping them from turning into animals. People will pay a lot of money to keep their minds and bodies intact. The only problem to work out is to develop the drug to turn the people into what I want them to instead of what is in their nature. Maybe sometime before you change completely I will show you the coop. Full of chickens and pigs and other creatures that were once people. I am not going to bother turning them back for they are too stupid to use. No reason for it, You I am hoping for something different. Don't disappoint me now." Then with that, the voice of the mad scientist ended and another wave of gas started coming into the room.

** Oh this really sucks. When he says change he really means change. Knowing my luck, who knows what I am going to be. Think of Napoleon maybe he will finish his date and come for me before it's too late. ** That was the last thing he remembered for some time.

Napoleon came back from his date tired but invigorated. ** Such a lovely time with Sandy. She really knew how to move both vertical and the other way. ** Now it was time to check in with his partner and learn what he had found. He went to their shared room and immediately noticed that Illya was not there. He was suppose to be but he wasn't. He stopped for a moment and thought about what to do. Taking out his communicator he decided to call him. He should be back if he wasn't it meant he was in trouble. Hopefully he would answer and all would be well. All was not well. Making one other call on his communicator he changed into dark clothes and left locking the door behind him.

Illya woke for a moment wondering at all the new sights and smells he was getting. He stretched out his body trying to get the kinks out of it. His tail lashed behind him and he looked back startled. Looking down he noticed he had paws instead of hands. Looking back he noticed his legs also ended in paws.

"Ah Mr. Kuryakin so good of you to join us. You have joined us haven't you? I hope you are not just a dumb creature like all the other tests have been." Illya was about to look up at the sound of his name but when he heard that last comment he decided to play dumb. He didn't look at where the voice was coming from but did react with a snarl and tried to lunge only to be brought up short by the chains around his body. He snarled again, trying to get out of the chains and acting like an animal. Time enough for him to worry about what was going on with himself. He needed to get out of here and stop the fool.

Illya never stopped to consider that he didn't feel at home in his new body. In fact it felt wonderful. It was just the startlement of the new body that made him react. His mind was still sharp, clear and he had all his own intelligence behind him. He could get out some way if only they would release the chains around him.

"Ah pity it looks like he is just a dumb animal. Let's get out of here and leave him to his fate. It would be so amusing to watch UNCLE try and replace or restore him. Kill the other subjects they are worthless."

Illya glanced up quickly to make sure they had left and was happy to see that they had. Unsheathing one claw he set to work on trying to pick the locks getting them off him.

** Talk about a cat burglar. If Napoleon saw me doing this I would never hear the end of It. ** It took some time but he was able to get the chains off his legs. The hardest part was the collar, he couldn't quite reach the lock in the back. Unfortunately he would have to resign himself to waiting until someone freed him.

He just knew that somehow someway his partner was in trouble and needed him. He didn't have time to waste so he called in support and prepared. It was a smooth operation. The team went in fast and furious. The Thrush agents not completely prepared for it panicked and fought back trying to get free. There was wide spread gunfire and shouting coming from all areas of the bunker as Uncle forces moved in to secure the place. Unfortunately the mad scientist got away along with many of his notes. But not everything.

Illya listened to the gunfire and the shouts. He hoped someone would come in here and get him out of this blasted collar. He decided to lay down and pretend he was dead so they could free him without worry. Once he was free they could worry.

Agent Bird was young. This was his first big mission and he was in awe of Napoleon Solo. He really wanted to impress him so he was making sure to do his job quickly and thoroughly. He was checking the rooms one by one making sure they were empty along with his partner Agent Delphi. She walked behind him and covered his back. Agent Bird opened another room that was quite large. Inside there were two poles in the middle of the floor and what looked to be chains of some kind. They were attached to an animal that appeared to be dead. At that moment the signal for the all clear was sounded so the agents decided to take a closer look at the critter. Looking closer they saw what looked to be a large cat. It was very hard to see with no light directly. Bird looked at his partner but she couldn't see anything dangerous so he knelt down and grabbed the cat by the collar. The body was limp in his hand. He felt pity for the poor creature and noticed the 2 chains locked onto the collar. Making up his mind he pulled out his pick and started to pry open the locks. He had to leave the collar on for the time, for it was a great handle but he could at least give the creature some dignity.

As the second chain was released Illya waited. He didn't know if these people where friend or foe but suspected friend. They didn't smell or act like Thrush. The pair backed off a few steps and that is when he moved. Surging to his feet he yowled out his frustration and gave a mighty leap. He tried racing to the door but it was shut. Agent Delphi had closed it out of habit. Illya cried at the stupidity and ran to a back corner that was in the darkest part of the cell. The two agents scared at the suddenly alive creature did not know what to do. They didn't want to kill it but didn't want it to kill them either. All they could see was the eyes as they glowed with what little light the flashlights gave off and it seemed the creature was perfectly content to wait in his corner. The two agents continued to watch, not wanting to make a move and scare the creature into doing any more damage. Bird pulled out his communicator and called for back up. It came soon in the form of about 6 large well-equipped men. They opened the door slowly and entered keeping their attention on the corner the other agents were watching.

Illya watched them as well. Snarling occasionally to keep up the appearance of an enraged creature. He was waiting for Napoleon. If these people were friends he would be here somewhere.

"Well what should we do with that?" one agent asked.

"We could shoot it with a sleep dart. Then crate it up and find out what they were doing to the poor thing."

"Better not dart it. These darts are meant to take out a man. If we pump him full of darts and he was already pumped full of something else who knows what could happen."

"I guess your right. Probably be best to wait for Mr. Solo to come here and decide what to do."

** Solo? Hot damn these are the good guys! Now how do I get even with him for putting me through this crap this time? ** He stopped snarling and waited.

"Hey it stopped snarling. What do you thinks it's up to this time?"

"Who cares as long as it doesn't move I'm not going to push it." The agents closely watched the big cat waiting for their superior to appear.

Solo had looked all over the complex for his Russian partner and no sign could be found of him except for his equipment. He got a call from some of his agents who had cornered what appeared to be a large cat and it looked like he was part of some sort of experiment. He was holed up in a corner and didn't look like he wanted to come out any time soon. Solo was asked to come down and see what he could make of the situation. He didn't really want to but since he couldn't find his partner there wasn't much else he could do at the moment. He proceeded to the lair as he dubbed it.

Illya could smell him coming and waited. He was going to get his revenge on Solo in the best way he could think of, consequences be damned.

"Alright what is this about a cat? What did you find?" Solo asked.

"Sir, there, in the corner. You can just make out the eyes. From the looks of it this is a big one."

"Anyone figure out where the light switch is yet? We need some light in here."

"No it doesn't appear there is any."

"Ah crap, okay let me take a closer look."

"Be careful sir, it was stirred up something fierce 15 minutes ago. It's calmed down now but can't be too sure."

"Fine have your darts ready we may need them." Stepping away from the protective half circle of agents he approached the feline. Illya waited until the perfect moment. Waited until Napoleon would be between him and the guns.

** Purrrrfect! ** He leaped.

Solo acted on instinct and fired his gun but Illya was able to dodge it. He landed on Solo's chest and dug in his claws just enough, so that he knew that if he struggled he would rip his suit. Which he did. The other agents were trying to stop the cat but didn't want to hit Napoleon, which gave him even more time. Opening his mouth, he stretched out his tongue and began to lick every inch of his face as wet as he could to make sure Solo looked as sloppy as possible. When Solo grabbed hold of his collar he didn't fight him at all just let himself be thrown to the side. He looked at Solo directly and grinned at him showing his humor for but an instant. The next he was sinking into darkness as the dart hit home.

He awoke hours later with a muzzle on his nose and locked in a cage. The collar was still on him and he was a little disgusted with it. He looked around and found himself in a lab. In other cages where dead animals and he shuddered at the slaughter. He noticed many technicians analyzing and studying the creatures that had been brought back. One of them glanced over, noticed that he was awake and contacted his superior. He looked up and then rose to go over to the cage. Illya watched him warily but didn't move.

"Well well, the cat is finally up. I was worried that the sleep dart may have hurt him. But it doesn't look like he had any other drugs in his system so that could be what saved him. Contact Mr. Solo and let him know that he is awake. He wanted a closer look at him then."

"Yes sir."

Ten minutes later Napoleon Solo walked in the door to the research labs and over to the cage. He studied the creature on all sides but Illya calmly watched him, he even circled around when Solo went around him so he could maintain eye contact. ** Very strange behavior for a dumb animal. Normally they avoid eye contact and if they do make eye contact it is to challenge another. ** But this one just looked at him calmly and maybe with even a bit of humor in the deep blue eyes.

"Well Mr. Panther for that is what they tell me you are. You have cost me a very expensive suit and one of my favorites as well." Was that smugness now the cat was displaying? Nah it couldn't be. "Have you had the vet look at him yet?"

"Yes while he was out but he wanted to look at him also when he was awake."

"Well call him and let him know." Solo continued to study the animal that calmly looked back. He was starting to get annoyed. He was generating the same feelings in him that Illya did. When he knew something that Napoleon didn't and couldn't wait to see the look on his face when he figured it out.

Meanwhile Illya looked at Solo grinning to himself. He didn't want to be a cat all his life but it was better then being a dog. Oh how he hated dogs. Now what is a vet?

The vet walked in at that moment and went over to Napoleon studying the creature as well. He noticed that it was calmly watching them and this puzzled him even more. Wild creatures waking up in strange situations did not do this.

"Well Mr. Solo this is one strange cat. I have never seen one act this calm when confined like this. I ran the blood work and other then the drug you used to sedate him there is nothing else I can find wrong with him. He is a nice healthy specimen, large for his breed and type. The Zoo would be happy to take him and add to our collection once you are done with him.

** THE ZOO?!? Who does this guy think he is? I don't want to live in a Zoo! ** Illya began to grumble at that point and glared at the vet.

"Well that was a response and a very strange one at that. Never seen anything like it. It would be fun to study it. You did say he attacked you didn't he Mr. Solo?"

"Yes but I just can't shake the feeling he wasn't trying to hurt me. My clothes yes, my hair yes. It took 3 shampooing's to get the gunk out of my hair." ** There it was again smugness and I swear it was indignity in his eyes earlier when the zoo was mentioned. ** "Stand back all of you. I want to try something and I don't want anyone to get hurt. I want to test something."

The people all stepped back and Napoleon took his jacket off and laid it on the back of a chair. He then carefully rolled up his sleeve. Illya watched with amusement while he made his preparations, hoping he would finally get out of this cage. He had to go to the bathroom.

** I hope to god that I'm right. ** Then gathering his courage he stuck his hand into the cage next to Illya's ear. The other people in the room cried out but stopped at the sight. Napoleon was scratching his ear and Illya was leaning into it. Purring his little heart out. Taking courage from this he unsnapped the muzzle and quick as a cat Illya pounced on the arm with his claws. Illya then calmly began licking it trying to get to his sleeve and just slobber on everything.

"Damn it not again. I swear this creature is purposely trying to get me as sloppily wet as possible." Again Illya looked up and there was no doubt in Napoleons mind that that was exactly what the creature was doing. He gave an experimental tug on his arm to see if he could get it back and Illya instantly released him. Yawning wide and swishing his tail he again looked at Napoleon and grinned. "Alright mister pussycat." That got a growl. "I have a question for you? If I was to let you out of here and took you to reception what would you do?"

Illya's eyes lit up. Napoleon understood! He lay down in front of the door to the cage surprising people. Napoleon looked around and spotted a heavy chain leash and grabbed it.

"Alright now if I let you out you're going to have to wear this. Otherwise no way, do you understand?" Napoleon had a good guess something was up with this cat but he wanted to prove it to himself and others.

"Mr. Solo that is not a good idea. Twice he has attacked you and he is acting in a way not known to nature."

"He hasn't attacked me. He is trying to annoy me and I have a very good idea as to why he thinks he has the right to it. He won't try anything, will you mister?" Illya just gave him his most innocent look. Not taking any chances Napoleon hooked the chain to his collar before opening the door. Illya grumbled at this but didn't fight it. When the door was open he wound his way all around his legs rubbing against them lovingly. He even jumped up and placed his front paws on his shoulders and rubbed against his suit both in the front and the back. The spectators watched open mouthed as the cat just continued to rub and rub against him.

"All right fur ball lets take a little test right now. Remember what I said about reception?" The cat went back down to all fours and calmly headed to the door. "Alright pussycat show me where it is."

"Mr. Solo you are not going to let that animal wander through the halls are you?"

"Of course not. We are going to go to reception and then to the Old Man's office if this turns out the way I think it will." Then without another word Napoleon activated the door and the pair walked out.

They made quite a sight walking through the halls of HQ NY. Illya didn't like it but he understood that he needed to wear the leash at least until he got his badge and he tried to explain some things. He was actually having fun watching how people moved out of his way. Especially with he gave them his patented cold stare routine. Napoleon sauntered behind him almost 100% positive he knew how this was going to end. For one the cat was leading him directly to reception with no help from him. In just a few minutes they were there and the lady behind the desk shrieked when she saw the great cat. Illya folded his ears down and looked at Napoleon to shut her up. He did so quickly.

"There, there, Nelly. It's okay. He won't hurt you. I just have one small task for him and then we will be out of here okay?"

"All right Napoleon if you say so. Just don't let that cat get near me. I'm allergic to them."

When Illya heard that he decided to be nice and he stepped away a good ten feet. Then he sat down and refused to move. Napoleon looked at him for a moment. Trying to figure out what was happening.

"Hey I want you to look at something and you need to come here to do it." He stated. Illya just looked at him and yawned. "Alright damn you, if you're going to be that way about it. How about you tell me. If you were to pick a badge from out of her stacks what would you choose?" Illya looked at him calmly then with true feline grace ignored him.

"Arrggg your driving me nuts. This could all be settled in just a few minutes but knowing you, you have to be a pain and act like a spoiled prince." He griped pulling his hair, Illya continued to ignore him.

"You know I don't think you have eaten in over 24 hours. If I get you something to eat would you pick?" At that Illya looked at him again and thought about it. Cocking his head to the side he considered the idea. Finally looking him in the eye he nodded twice.

"Thought so. Alright Rasputin choose your badge." With that final comment Illya full of dignity lifted his paw and hit the floor twice looking up at Napoleon the whole time.

"My God Illya how did they do this to you?" Napoleon exclaimed loudly. That set up a whole buzz and Illya knew the story would be around headquarters in just a manner of minutes. Meanwhile Illya looked pointedly at his partner then back at the receptionist desk. Napoleon took the hint and grabbed his badge. He clipped it onto his collar and stood up. Illya looked back at Nelly and bowed to her in thanks. Napoleon turned on his heel to report to his boss when he was brought up short by a tug on his hand. He looked down and found that Illya hadn't moved. He refused to be walked by a leash any more then necessary and refused to go another step until it was removed.

"Illya come on we have to go and talk to Mr. Waverly about this." Again Illya refused to move until the hated leash was removed. Finally Napoleon took the hint and removed it. Prompting Illya to leap up and start at a trot to their boss's office. Napoleon calling for him to wait all the way. Illya reached the elevator and waited for his partner. Grinning as Napoleon scowled down at him. Calling the elevator they stepped in and went to meet their fate.

"So Mr. Solo what you are trying to tell me is that this creature is your partner Mr. Kuryakin?"

"Yes Sir, strange as it may seem. It is looking that way. He knew the way to reception he knew what badge was his. He even knew his way to your office."

"Hmmm. Well Mr. Kuryakin what have you to say for yourself. This is most inconvenient of you to be a cat. Panther you said he was correct Mr. Solo? Black Panther to be specific?"

"Yes Sir." At the same time they were watching as Illya stepped out of his regular seat and headed to the little kitchenette in the back of his bosses office. He searched until he found what he was looking for. Grabbing a plate he brought it over to the pair and placed it on the table. Going back he grabbed a glass and then silverware. When he had all he wanted he stepped up back into the chair and looked at Napoleon pointedly.

"What's this? What's this Mister Solo?"

"I think it's his answer to your question Sir. He hasn't eaten in over a day and I think he may be hungry." Illya responded by nodding his head firmly.

"Fine fine get him something to eat then report him to medical and the lab I want a full report on my desk tomorrow."

"Yes Sir." Then both rose and left the inner sanctum. "Well Illya I guess we should get you something to eat. Then you get to be poke prodded and be at the mercy of the medical profession."

Illya growled at that point and stalked off. Napoleon following closely behind.

They made it to the commisionary in record time. No one wanted to get in the way of the Black Panther stalking through their halls radiating anger and was that a touch of a sulk? They stopped at the doors and took a deep breath together then walked in. There was silence on the other side, as all other patrons looked their way. Illya raised his head and with tail up in a dominate position stalked over to the chow line and started looking at what was to eat. He had a craving for meat and lots of it and it seems the main dish for the day was steak. ** Oh good. I get to spend even more of his money. ** Firmly sitting in front of his choice he waited for Napoleon to appear.

Napoleon sighed and went to grab a tray cringing at what Illya would make him get. Looking he spotted him in front of the steaks and hoped he had enough.

"How many do you want of this things?" Illya looked at him then the food and thought about it. Grinning again he tapped his paw 4 times. "Damn it Illya that's a lot of money, anything else you want your highness?" Napoleon snarled sarcastically

** Well since you asked so nicely. ** Again grinning to himself he walked to the line that had chicken for sale and demanded those as well. Broiled chicken whole. He wanted three of those.

"Argh I had to ask." Grabbing 3 of the chickens he went to the checkout counter and paid for them before Illya could ask for anything else. Illya looked over at the assembled customers and realized they might not like watching a cat eat and he always ate fast. It might not look too good. So with a final look at Napoleon he turned and went back out the door of the commisionary. Solo followed with a resigned look wondering what his four footed partner was doing. He followed him back to their shared office and placed the tray on the floor. Illya would much rather have sat at a table but he didn't want to get his desk dirty and he didn't want to make his personal slave mad by eating at his desk. So he took the insult lightly and waited.

"Well what do you want? Eat if you're so hungry. Don't waste what I just bought for you. Ungrateful Russian.

** Do you really want to watch me eat my food like an animal Napoleon. I am trying to give you a chance to leave if you don't want to look. **

As if reading his mind Napoleon understood what was being offered and he didn't mind. "Go ahead and eat Illya I don't mind. I have seen you inhale food with the best of them and the worst. Just eat I know your hungry."

Needing no more encouragement he tore into the first thing he could and started chewing. Napoleon went to his desk and tried to ignore the sounds of feasting and finish some reports. He spent a few hours at his desk oblivious to the noise around him and it wasn't until it was almost time to go home that he remembered that he was suppose to take Illya to medical to get checked out again. Looking up he didn't see his partner anywhere. Looking over his desk he noticed the remains of his meal neatly stacked.

"Oh Crap. He's not here. Now where did he go?" Thinking for a moment he decided he could be anywhere. He knew two places he wouldn't be and that would be medical and the labs since he didn't want to be a pin cushion. Deciding it would be easiest to call security he asked them if they could find his security badge. It didn't take long to find him. He was in one of the room set aside for when agents needed a nap.

"Now he is going to get it. Leaving me that way. How are we going to explain this one to medical." He stalked up to the rooms and found Illya in the first one. He was sprawled out on the bed taking every last corner of it. Napoleon gently rapped on the door not wanting to startle this fierce beast.

The fierce beast opened his eyes and yawned hugely. Glancing over his shoulder he blinked sleepy eyes at Napoleon.

"Alright troublemaker, time to go see the doctor. Mr. Waverly wanted you checked out again."

Illya snarled at that idea but did as he was bid, rubbing up against Solo's pant leg. Then with a smirk he turned left and headed down to medical.

Solo looked at him with bemusement. He couldn't understand why Illya kept rubbing up against his body. He looked down at his nice light blue trousers and finally made the connection.

"ILLYA YOU LITTLE PAIN IN THE ASS! YOU'RE SHEDDING!" Illya looked back around the corner and grinned the grin Napoleon was beginning to recognize as his getting revenge grin. Napoleon ran after him. The people in the halls thought it was the most amazing sight they had seen yet when a full grown male panther was being chased by a full grown man and it sounded like both were laughing.

The next few hours were spent in true torment for the changed Russian. One of the worst moments was when they went to check his temperature. Illya automatically opened his mouth but with animals that is not how it is normally taken. When told this by a nervous nurse and the zoo vet he had leaped from the table and snarled from a corner. Determined not to obey that command. It had taken all of Napoleon's patience and charm, not to mention promises of many dinners paid for by him in order to get him to comply. He grudgingly jumped back onto the table closed his eyes and cocked his ears back. He had a snarl on his face and all four sets of claws were digging into the bed. But he offered no other resistance. The thermometer was inserted and the growling increased in volume but there was no other violence. Napoleon stood back and would have loved to have teased his friend but thought better of it. This was more humiliating then the both of them were used to in a voluntary basis. The fact the Russian was putting up with it at all spoke of his obedience, honor and commitment to the job. As soon as it was done he snarled again and glared at Napoleon, seeming to blame him for everything that has gone wrong in his life.

The doctors took more blood samples and samples of other kinds to the chagrin of both males. When they wanted to test his reflexes Illya had had enough. He jumped from the bed and was out the door before anyone could stop him. Napoleon tried to chase after him but the blonde wonder was long gone.

"Well I guess that was his idea that things are over. His reflexes seem to be fine. What else are you going to need him for? Do I need to bring him back?" He looked at the doctors and they looked at him.

"That should be all we need for now. We'll give him a break and see if that should be all."

"Good. I think the novelty is wearing off. I am off to try and find the master of silent shadows." At that moment Napoleons communicator began beeping and he reached into his pocket to answer it. "Solo here."

"Yes Mr. Solo. This is Kent from communications. We just received a report that there is a large dangerous animal in the gym snarling at people. Wondered if you might have lost something." There was humor on the other end and Solo sighed. At least people believed it was Illya and were taking his moods the same way as normal.

"Thanks I'll take care of it." Capping his communicator, he smiled at the doctors who had listened in and walked out the doors heading to the gym.

Napoleon walked through the doors not surprised to see the crowd gathered under the overhead address system. On top growled and glowered an Irate Russian panther. When he smelled his partner come into the room he looked down on him and growled even more. Napoleon just smiled and shooed the people back.

"Illya get down here. It's hurting my neck looking up at you."

** It's about time you looked up to me you traitor. ** he continued to snarl at Napoleon forgetting about everyone else.

"Illya get down here. It's time to go home." At the mention of home Illya's ears that had been lying flat on his head came up and he looked down eagerly.

"Ah Mr. Solo is that a wise thing taking him out like that? What would the public think?"

Looking up Napoleon knew that Illya had heard as well. He was dispirited laying on his belly ears down and whimpering sounds coming from his throat. He looked heartbroken, to everyone watching it was very very sad.

Illya looked down and found many people looking at him in sympathy and he couldn't stand that. He jumped down and gave a haughty look at the assemblage before him. He gave a cool look to Napoleon and walked out the door tail held high. Napoleon looked where he had gone and decided to follow his wayward friend.

Illya had gone back into the room he had claimed as his own and settled down to wait. He knew Napoleon would be coming for him soon. Being a cat wasn't as great as it looked but it still beat being a dog. Napoleon walked in the room just five minutes after he got there and sat in the chair opposite the bed.

"Well Illya guess you are stuck here for a time. Want me to pick you up anything from your apartment?" Illya just looked at him in disgust. He couldn't tell him what he wanted. "What oh sorry, how about this? Want me to pick up some of your records so you can listen to them?"

Illya thought about it and nodded his head then rested it on his front paws and sighed. He looked at Napoleon and he could see he was depressed. He couldn't do any of the fun things that he liked to normally do.

"It will be alright Illya we will find a way to change you back and you can get back into your books, music and labs. Listen I'll be back in the morning with your things don't feel too bad. Mark and April should be back as well and then we can figure out something a little better for you. Alright?"

Illya looked at him again and nodded. Then yawning again he closed his eyes and appeared to go to sleep. Napoleon chuckled and petted the top of his silky head and left for home. Little did he know the trouble he was leaving behind until it was too late.

Illya woke around 1:00 in the morning and decided to go on the prowl. He stayed in the shadows when he could and avoided the humans as much as possible. No one paid him any mind and he was mildly annoyed at the lack of security but felt since everyone knew about his problem he didn't give it much thought. Then as he went about the building he noticed the lax security in certain sections and he was not pleased with that. So making up his devious mind Illya went to work. First he had to get to Mr. Waverly's office and activate something on his badge that no other badge had. Lisa Rogers had gone home hours ago, from the smell and lack of noise on the other side it appeared that Mr. Waverly had gone home for once as well. He snuck in and went to the special console that controlled his world. He nudged a panel aside and pushed his badge up again the special press plate.

** Hopefully Waverly won't kill me for doing this but then maybe he would be proud of this special test. **

Now that his badge had been secured from the normal security scanners. He left the office and went prowling.

Security Chief Maxwell was reading a fish and wildlife magazine when the first alarm went off. It wasn't in a secure area but he had to check it out, he sent guards down to check. The guard reported that it was all clear and Maxwell went back to reading his magazine. 20 minutes later in another low security area another alarm went off so he sent someone to check that out. Also an all clear. An hour passed and this time two alarms went off near each other in low security areas and by this point Maxwell was beginning to smell a rat. He did a full systems check and body sweep of the area and found every one where they should be. Including their resident cat sleeping in his room. He would report this to Mr. Waverly in the morning and see what they wanted to do about the alarms.

Meanwhile Illya stayed in the rooms that he set the alarms and he wasn't happy with what he observed. Of the four alarms he had set only one guard actually check out the room thoroughly. Illya didn't blame him for not spotting him, he was high up on a shelf behind some boxes that if he had been in his human shape would not have hidden him. The others all just quickly glanced inside and left. Not good in his book and they would be written up as soon as he could write again. He went back reactivated his badge and headed back to his room. Snuggling into the covers of the bed he went to sleep.

The next morning Maxwell sent a request to see Mr. Waverly right away so he could report to him about what happened. Mr. Waverly granted his wish and waited in his office for him.

"Good morning Mr. Waverly, had quite a night last night."

"Do tell Mr. Maxwell." Mr. Waverly gestured for him to take a seat and explain the night's happenings. When done Mr. Waverly thought for a time then made a decision. "Thank you very much for your report. I will think about it."

Chief Maxwell look at him with little surprise, used to Mr. Waverly's abruptness, he stood and left his office. Mr. Waverly went to his window and looked out at the United Nations. Making a decision he walked over to the desk and hit his intercom.

"Miss Rogers please send for Mr. Kuryakin."

"Yes Sir."

It took some time to find him for he was not in his room as was expected. This made people nervous since Napoleon and Mr. Waverly were the only people the Russian listened to. If he weren't in his room then it meant a site wide search would have to be done. An hour later someone got the bright idea to run a check for his badge and found him waiting for the commissary to open so he could get breakfast. The men sent to escort him were annoyed and for just a moment forgot who they were dealing with. They tried to surround him and he snarled his displeasure and jumped out of their way letting them land together. He then went back to calmly waiting for breakfast.

"Mr. Kuryakin. Mr. Waverly would like to see you."

Illya threw them a look that left no doubt in their minds he considered them idiots and they should have said that in the first place. He left the cafeteria and trotted up to his boss's office. The two guards followed him, grumbling to themselves that a stupid cat still outranked them. Illya heard this and whirled around. Jumping on the man who had made the comment he snarled and bared his fangs just inches from his throat. He glared at him and let him know in no uncertain terms that that comment was inappropriate. He turned his glare to his partner and growled low and menacing at him forcing him to back off. When he had their respect again he moved off and stalked towards his boss's office. The men fell silent behind him, suitably respectful. Mr. Waverly watched amused as his second of section two stalked in, rose and took his normal seat. He made sure that none of his men saw his amusement.

"So gentelmen what took so long to find Mr. Kuryakin?"

"He was in the commisionary waiting for it to open. We didn't look there until now. Sorry Sir." The men didn't make eye contact with their superior.

"Yes Yes. Very good you are dismissed." Turning his back on his men he went back to his window. When the door closed he turned to his agent and looked him direct in the eyes. "So Mr. Kuryakin it seems quite a few alarms were set off and no one could find anything wrong. You wouldn't happen to know anything about that would you?"

Illya looked at his boss with respect but when he mentioned the alarms and the results of checking he snorted in disgust. He hid his head under his paw and grumbled for a few minutes.

"So I am to take it that you know all about it and were not happy with the results of the test?" Illya nodded again and proceeded to bang his paw on the table three times. He banged once, waited a few seconds, banged three times, then four times. Mr. Waverly looked at the report and confirmed he was talking about the first, third and fourth alarm.

"Very well Mr. Kuryakin. I take it you disabled your badge without my permission?" The black head nodded and wouldn't look him in the eye. "Very well Mr. Kuryakin. I will expect a report every morning carry on."

Illya looked at him for a minute not believing what he was hearing. Then his grin came through his eyes and he nodded. He stepped down from his chair to wander about and see what he could do around here.

"By the way Mr. Kuryakin. I will let the commisionary know that you have an expense account with them so you can get what food you would need. Since you are stuck here for the time being. Please don't go over board on it. Also I will have you sit in on a meeting with that Zoo veterinarian so they can plan proper meals for you. That is all." Then he turned back to the files on his desk and started with his day.

Napoleon walked into headquarters and smiled very charmingly to the girl who she blushed prettily while she put his badge on. He had under his arm various records from his partner's collection and planned on setting them up in his room as soon as he could.

"Napoleon, you should know that your partner has been prowling around in a foul mood this morning. Also Mr. Waverly wants to you to attend a meeting with the Zoo keeper about better arrangements for him."

"Sure not a problem. Thank you very much Betty." Giving her one more charming smile he headed off to his office. He didn't get very far, he was just exiting out of the elevator when a black blur raced up and hid behind him. He was growling ferociously at a couple of men in white coats who stopped when they saw Napoleon.

"What's going on here? What has he done now?" For that remark he got a rap on the legs with his tail. Napoleon just scowled down at his four footed partner.

"The doctor wanted to do some more tests and he wouldn't come. Finally had to resort to trying to put a leash on him." A loud hiss was heard now.

"Illya why didn't you go with them?" He looked down and gazed into his eyes trying to understand this trying creature. Illya just looked at him with a disgusted look for a moment. Then he changed it to show just a little fear. Napoleon understood better now. In his old body he could just walk out and no one could say no to him. In this new body they could tie him up and do whatever they wanted and he couldn't do anything about it. He just wanted someone he could trust with him if it got to be too much.

"All right Illya will be there in a few minutes but from now on, no more testing unless I or Mr. Waverly is physically present." Now he took a menacing step towards the men. "Most especially I do not want to hear about any one trying to put a leash on him. He is a free man err cat at the moment and he deserves your respect still!"

The men backed off and Napoleon walked on by them, a black shadow following behind.

Napoleon quickly went into his office followed by his partner. Illya jumped up onto his desk and started noising around his paperwork. Snooping.

"Hey stop that. Do you want it all to fall onto the floor?" Of course at that comment Illya gave him a half amused, half indignant look and jumped back down heading to the couch. He stepped onto it then lay down. He just gazed at his partner without blinking waiting for him to finish whatever it was he had to do.

"Listen Illya, I stopped by your apartment and picked up some records. Let me know if you want these or something else." He held them out and Illya read the covers and nodded that those would be fine. "Good now I have some paperwork to finish then we can go and talk to the doctors. Should only take me a few HOURS. I really want to get you back, your so much better at it." Illya managed somehow to work smugness, humor, disgust and smirking all into one gaze with his eyes.

"God you're a pain at times. Just sit there and take a little catnap. Your good at that." Then sitting at his desk he pulled open the first folder and went to work. An hour and half went by before the door was open. In stepped two agents that the senior pair knew very well. One was a blond tall man with blue eyes. He had a British accent while the other was a redhead with a friendly smile. Both were extremely puzzled by the looks they had been getting from the other employees and decided to stop by the senior agent's office. They should have knocked first.

"Hey Napoleon what is with... What the hell is that?" Mark exclaimed surprised and alarmed. At the same time, Illya had jumped up from his place on the couch and stood posed to spring. He didn't recognize the scents just yet but they smelled familiar. Mark had his gun out and before his brain could react he was firing at what looked like a very dangerous animal. Napoleon tried to stop him but with the loud sound from the shot it was hard to hear. Illya dodge the shot but April coming to her partners defense was able to get one into the black cat. Illya looked at them with the most pitiful expression on his face before collapsing while Napoleon landed a right cross on Mark that sent him shooting back into the wall. Then leaping his desk he knelt down next to the unconscious cat.

"Damn it Mark, April I have a mind to put you on report for discharging a weapon in here. May have to do it anyway. Call Medical and have a team sent up right away." Napoleon barked out his instructions in a no nonsense voice and they hurried to obey. Five minutes later the animal specialist and two-med. techs were carrying out a prone kitty on a stretcher. Unfortunately Napoleon decided to bring the leash with him but was hoping it wouldn't be needed. They wheeled the cat into a special room set up with the extra equipment needed to take care of their four-footed friend and started checking him out. Napoleon left to go deal with the two younger agents.

"Mark you're on report for discharging a firearm in the building without authorization. April love sorry but you are too. A shoot first asks questions later attitude, is not a good idea in HQ at least. Now come with me and I'll explain what is going on. This day just could not get any better." He stormed off to a private waiting room and sat down in the only chair. The other two sat on the edge of the couch suitably subdued.

"Now to start off with that cat in there is a friendly cat. He will not intentionally hurt you. Then again with his personality he might. Second thing you should know is that he is smarter then all of us put together."

"What, how can that be? It's a cat." Was Marks indignant reply.

"Cause that smart little Russian elf found himself the perfect excuse to get out of writing reports!"

"What!?!" they both exclaimed.

"What do you mean Russian elf Napoleon?" April asked with huge eyes like she couldn't believe what she was hearing.

"That my dear friends is my one any only Russian partner. A few days ago we were sent on an assignment and he got captured. We have no idea how he was changed or how to change him back if possible. So for the time being he is restricted to the building. We are looking into any other reports and sightings for the doctor and lab equipment but they were able to get most of it out before we got there. Only thing they left us with was a bunch of dead barnyard animals and him. Alive at least. He is already getting bored with his changed status so we need to figure out something for him."

Mark straightened up even more from his seat in the couch. "Holy Crap. Is this true? The most notorious agent in the world is a cat?"

"Yes but we are trying to keep it down a bit. He doesn't go outside cause we don't want any one trying to pick him up and using him for any more experiments. And if your wondering he still holds his rank and he is still your boss. Hmmm..." Napoleon looked at them mischievously then grinned evilly.

"How about I make you a deal. A sort of exchange program."

"What?" they both asked warily.

"While you are here and don't have any assignments, why don't you work with Illya. Be his assistants if you will. If you do that then I won't put you on report."

"You want us to be Illya's stooges in other words!" Mark piped up.

"Pretty much. It is either acting as stooge for a surly, resentful and devious minded Russian cat. Or get put on report and then knowing you both, volunteering to help him anyway. It's up to you."

The younger agents grinned at that point. They appreciated the offer and also knew that the second option would be true as well. Both parts. They nodded their heads agreeing to the deal.

"Good now I have the fun task of sitting in medical all day until he wakes up. He unfortunately has the same problem with sedatives. He is extremely sensitive to them and wakes up with a headache and acting like he has a hangover. A bad one." He grinned at them again. "Once I get him settled I will leave you in his capable paws." Standing up he left the room.

He arrived back in his partner's room and grinned to himself. The tests that Illya had been avoiding they were doing now. They had given him a shot to try and counteract the sedative but it would still be at least four hours before he woke up. Reluctantly Napoleon attached the leash to his collar then taking a seat in front of his partner he started the long wait. He was reading a magazine when Illya started showing signs of life. He took a firmer grip on the leash and waited. He didn't want any other staff showing up until Illya was in his right mind again.

** UGH. What hit me? ** Illya blinked his eyes and noticed that he was in a different room. He took a sniff and immediately relaxed. His partner was with him so he was safe.

"Illya wake up partner. I hate to tell you this but I have the leash on you. I can't take it off until you wake up and let me know that you're in control of what little sense you have."

Illya could hear the smile in the words and decided to let it pass. He wanted the leash off.

"Hey have another gift for you. Once you wake up I have a little assignment for you."

Illya opened his eyes at that point completely and looked at Napoleon eagerly. Napoleon saw the look and smiled at him.

"I have just found and put at your disposal two slaves. They will be here to do your every bidding, until they have their own assignment. Your assignment if you choose to except it is to do a complete study off all the security areas that you and they have clearance to. All the dirty, dusty compartments that don't get regular check ups. Think you can handle it?"

Illya looked at him and grinned his getting revenge grin. He knew which two agents he was talking about and he couldn't wait. He jumped down from the table and immediately staggered then collapsed on the floor.

"Whoa take it easy buddy. Take it slow and steady. Want me to get your minions now and have them take you to your room?"

Illya nodded while he tried to stand again, this time he made it and sat down heavily waiting. Napoleon called to the agents waiting in the other room, they came in and stared heavily at the heavy black cat. He glared at them both then lurched to his feet, he leaned onto his partners legs for a moment then started walking towards the door.

"April, Mark you have charge of him. He is going to his room. It's the first agent apartment on the left on the temp quarter's level. You may have to hold his collar so he can walk properly."

Illya just gave him another disgusted look then walked out again. Gaining strength as he walked off the last of the drug. April and Mark walked on either side of the panther and put a steadying hand on him.

"Mr. Solo where is Mr. Kuryakin. He should have come around by now... ah I see he has and he has left. Where is he Mr. Solo? We have more test to run on him." The doctor pointedly stared at the CEA of UNCLE New York.

"He went to his room to relax and recover. I brought him some of his things from his apartment. He needs time to adjust so give him that." Then leaving the room he followed his partner out the door.

"Listen Illya. April and I are really sorry about all this. It just startled us to see a 200 lbs. cat sitting on the couch as if he owned it."

Illya continued to wash himself while he ignored the junior agents. He was trying to get over his headache and felt doing something as calming as that would help. He only looked up when Napoleon walked through the doors and quickly went back to washing himself. Napoleon grinned at his partners antics then sat down next to him. He patted him on the head for which he received a warning growl but no other action was taken to remove the hand.

"Listen Illya we still need to have that meeting to find out what would be best for you to eat. Also I am having some custom furniture moved in here and in the gym. I think it would be best if you can keep in shape and that Zookeeper guy said that leopards or panthers love to climb. Since I already know you like to climb that should be fun for you."

Illya barely glanced up from his washing.

"Well isn't that gratitude for ya. I go to all this work and you don't even appreciate it." At that comment he looked up and grinned. Napoleon tried to get away but it was too late Illya pounced on him and began to thoroughly lick his face and hair and when he was done he looked totally disheveled. Illya then settled again looking at his face with unblinking eyes.

"Damn you! You did it again you brat! I swear you will be the death of me yet. Or at least my dating prospects." He glared at April who was trying to hide a case of the giggles and Mark who was holding in a chuckle.

"Well kiddies time to get to work. I want you to scour the building from head to toe looking for security holes. With Illya here, it gives us a better chance to get into some of the smaller areas and really plug leaks. When you are all done with that come to me and I will find something else for the three of you to do. Also Illya can eat in the commisionary all he wants but the Old Man said that while Uncle pays for his food, we can't put our food onto his bill so we are still stuck paying for it." Napoleon stood and pointed out the record player. "Here is some of his records from home and a player for him. He will probably need help with it. If any of you need any more just come and see me. I have work to do just like you." Then he was out the door leaving the three agents to figure out what to do next. Illya elected to take a nap and flopped onto his bed snoring in just a few minutes. April and Mark looked around at the little room and then went to get something to eat.

For a week the junior agents were subjected to the most through security check of a building they never wanted to do. Any place that Illya could get access to had to be checked out and there were many places that they thought he wouldn't be able to access. When he did it drove not only security nuts, cause they had to restructure their procedures, but the cleaning crews as well. More then once he came back filthy, to his disgust and would immediately glare at his junior agents letting them know of another place that needed a through cleaning.

Mr. Waverly, though he didn't show it, was pleased with the results of the security and the cleaning. He thought the ventilation system could do with a cleaning. He just worried that his agent was starting to get depressed since he had not been out of the building. It may be time to take a risk and let the boy out for a run; he would search for a nice place that would allow him some time off. Then allow his partner and assistants to go with him they all needed some time off. He stood and walked to his window looking out; it was going to be a clear spring day.

A few days later.

"ILLYA GET BACK HERE THIS INSTANT." Napoleon roared in the gym. He was running through the gym with nothing on but a towel wrapped around his middle.

** HA. That will teach you to threaten me with the leash again. No way your getting your shorts back until you apologize ** Illya leaped up to the highest branch that only he could reach and sneered down at his partner. He placed the shorts on the branch above him.

"ILLYA GIVE ME MY CLOTHES DAMN IT!" Napoleon started climbing the tree but realized that after just a few branches he would be giving a totally different type of show. "Alright, alright I'm sorry. I won't threaten that against you again. Now can I have my clothes back?"

Illya immediately grabbed the shorts and jumped down and graciously handed them over. Then before Napoleon could change his mind he trotted out the doors. He wandered through the halls and no one noticed him, they were all used to seeing a black cat stalking their halls. He made his way to his boss's office and could smell him inside. Ms. Rogers wasn't around but the button to open the door was easy to get access. Mostly he did this at night but he just wanted to look out at a day filled with sunlight. He walked into the room and headed to the window. Mr. Waverly looked up and watched his transformed agent. He definitely needed to get him out of here if he was coming into his office without asking and looking out the window.

Illya raised himself onto his hind legs and looked out. He could see the regular people going about their business, birds flying through the sky and clouds floating higher above. He looked for a long time not paying attention to anything until he smelled something familiar coming from the other side of the door. He moved to a hidden corner and waited to see what happened next.

Napoleon escorted the captured assistant to Mr. Waverly's office. He had just dressed when the call came that they had more evidence as to what happened to Illya and even a technician that had helped with the experiment. Mr. Waverly looked up as his door was opened and waited for his CEA to explain.

"Sir. This is Dr Unex. He was found to have worked in the base that we found the dead barnyard creatures and the panther. He has some very interesting information about how the process works. Thought you might like to meet him face to face." Napoleon forced the man into a chair and stood over him.

Illya studied the man and recognized his scent but something was wrong. The man appeared to at ease and pleased with himself. He watched as the man seemingly was reaching into his pocket to pull out a cigarette. He pulled out a case but something was wrong with it. He narrowed his gaze and could see a small hole in the bottom, looking up the man was wearing noise plugs. The man pressed a button on the case looking as if it to open it but instead Illya heard a slight noise starting to come out of the case. That was enough for the young Russian. With a roar he leaped onto the desk and knocked the case away from the man's hand. Taking it in his mouth he ran to the sink in the other room and dumped it in. He turned the water on by nudging it with his noise and let the water absorb the gas. Then he turned back to the three men who were staring at him. The good doctor was the most amazed but then it dawned on him exactly what had happened.

"Where did that cat come from? That can't be the same cat taken from the lab. It was just a stupid creature." He was afraid of what this turn of events meant for him. He was suppose to change the heads of UNCLE not get caught. He watched with horror as the big cat stalked towards him, he didn't see the speculative look on Mr. Solo's face or the calm one on Mr. Waverly's. When Illya was just a few feet away from him he started growling and moving into a pounce position. Teeth bared and eyes dangerous.

"Ah yes, Mr. Solo it looks like Radcliff has taken an extreme dislike to this man. Must have met him from before. Please take him away before he upsets my pet any more. Radcliff come here this instant! This behavior can not be tolerated!" Mr. Waverly's voice was firm but it had a slight under lining of humor in it. Illya immediately moved to Waverly's knee and put his head on it. Looking into his eyes his boss could see he thought it was funny as well. Mr. Waverly put a hand on his head and began stroking it. The man was led out shocked by that display of control. He wondered just what power that old man had in there to be able to so effortlessly control a wild animal.

"Mr. Kuryakin I am sorry about that but the opportunity seemed to good to pass up. Thank you. Now I think we have some business to attend to. Please wait here until Mr. Solo comes back." Illya nodded and went back to looking out the window.

After depositing his prisoner in a holding cell. Napoleon headed back to his superior's office. He stopped on the way for April and Mark as well, he thought they might be able to help in whatever plan his boss had in mind. The three sat down and waited for their boss to speak. For a few minutes Mr. Waverly just studied some files organizing his thoughts.

"Alright gentlemen and lady. I think we have an excellent opportunity to find out more information about what has happened to Mr. Kuryakin. Mr. Kuryakin please come here and take a seat on the table." The large cat looked surprised for a moment but complied instantly. He then lay down and looked for further orders. "Very good Mr. Kuryakin." He pressed a button on his console, calling his secretary. "Ms. Rogers please bring in the items we discussed earlier." He then began the process for lighting his pipe, waiting for his assistant.

She walked in carrying a bunch of files and what looked like an elaborate collar a few moments later. When Illya saw the collar he laid his ears back and glared but made no noise about it. She placed the files in front of her boss and the collar just to the side of him. When he finished she smiled at the group and left to continue her duties.

"Ms. Rogers a moment." The elder man reached over and picked up the collar. "Could you please take this down to the lab and have them engrave the name Radcliff on it. I want it in 10 minutes." She took the collar back and hurried out the door. "Now gentlemen this is my plan. Mr. Kuryakin I say this with no insult meant to you alright." He looked briefly at the cat on the desk then continued. "I mean for you to only have two handlers when you are in the presence of Dr. Unex. Myself and Miss Dancer. I am thinking it will unsettle him to have a lady the only protection from the large dangerous cat that obviously hates him. You will have to be on a leash for that part. Only in my company will you be off leash when around him." Illya looked disgusted but didn't argue. "Now Mr. Solo I want you head the investigation surrounding the goal of getting Mr. Kuryakin back to normal, if there is a way. Mr. Slate you are to assist him. Dr. Unex is to be kept in strict isolation the only contact he is to have is with the four of us. When we need to inspect his work we will bring Mr. Kuryakin down so he may check him out. I want the best and most discrete guards watching him at all times."

"I already have that part in place sir. I thought it best since you addressed Illya as Radcliff."

"Very good Mr. Solo. Use whatever resources you wish to come to a solution. The more we know about this the better."

The door to the inner office opened again admitting Ms. Rogers with the newly engraved collar. She placed it on the desk and looked to her boss for any other instructions. Waverly dismissed her with a simple nod.

"Now Mr. Kuryakin comes your part in this. Whenever you are in the presence of the good doctor you will act like the animal he thinks you are. But try and pay attention to what he is doing. I'm sure you will be able to manage. You are to have access to this office at all times except when I have meetings that must be left secret. I will have a bed brought in so that you may recline here. Whenever the Dr is to be here I want you here off leash and most ferocious it will keep him off guard." Mr. Waverly stopped for a moment and look down into his pipe and began trying to light it again. When lit he looked to his CEA.

"Mr. Solo I wish you to remove Mr. Kuryakin's collar now." He waited a moment, then continued. "I want you to wear this new collar young man. It is equipped with a homing device, communicator, location device and a lock pick and two very small explosives." At that Illya looked up eagerly already wanting to inspect it. "The explosives are not that powerful. They are really only good for opening door locks. Since it is going to be around your neck I didn't want you getting your head blown off. Most inconvenient if that happens." Illya rolled his eyes at that commit and looked to his partner with humor. "I hope you won't have to use them but just in case." He looked around at the assembled people and smiled to himself. "Just one thing before you all undertake this very interesting mission. I need you all, including Mr. Kuryakin, to go to this address tomorrow morning. Early I would say maybe around 8:00 in the morning. Take Mr. Kuryakin's leash just for presentation but once there you may take it off. I expect you are going to be there all day. A Mrs. Davis will meet you at the gate and she will give you further instructions on what is expected of you. That is all. Mr. Kuryakin I wish you to stay for a few minutes." The others being dismissed gathered up their files and left the room. The elder man just puffed on his pipe and looked at his agent.

"Mr. Kuryakin, I know this is hard for you. We will do what we can to get you back to normal. But if it turns out to be impossible we will try and find you a place that will make you happy whatever that takes." He looked at him for another moment. "Within budget of course." He said it with a straight face but there was warmth and affection in his voice. Then he did something Illya thought he never would unless it was for show. He actually patted him on the head. "Now get going young man you are going to have a very busy day tomorrow." Turning he went and looked out the window. Illya stepped down wearing his new collar. He walked out with a lighter step.

The next morning the group met at headquarters at 6:00 in the morning. They gathered around the stairwell to the secured parking garage that housed the UNCLE motor pool. There they checked out a large sedan with tinted windows. They packed some basic tools, a picnic lunch and dinner. If they were going out in the middle of no where on a mission, who knows when they might get their next meal. Also Illya couldn't really eat at a normal restaurant and no one wanted to leave him on his own if they could help it. Mark drove with Napoleon sitting next to him, Illya absolutely refused to sit next too either of the men and they had their suspicions about him. When April and he climbed into the back seat Illya snuggled down next to her leg and went to sleep. April put a hand on his head and slowly began to stroke it and he didn't object, confirming the men's suspicions that he wanted to be petted. They didn't begrudge him his attitude. He had the hardest job with the change to his body. This was his first outing since his change and more then likely he would be working hard at whatever Mr. Waverly wanted. It took almost two hours to get to the address and it truly was out in the middle of no where. The group couldn't figure out what they would be expected to do out here but were obedient to their boss. Mark drove up a dirt track that looked like it hadn't been used in years and finally stopped at a gate buried in tall grass. On the other side of the fence was a little old lady holding a shotgun and riding a monster of a horse. The shotgun was pointed at the car with a steady hand and steady eye.

"Ah Napoleon, since you're the senior agent maybe you should go and talk to her." Mark nodded at the lady and Napoleon gave him a dirty look even as he was getting out of the car.

"Ah good morning ma'am. My name is Napoleon Solo."

"You got ID on you sonny?" She barked out quickly never lowering the gun.

"Yes ma'am if you will let me." She nodded and watched as he took out his ID. He held it high so she could study it.

"Okay I believe ya. Those your friends in the car?"

"Yes ma'am, Mr. Waverly told us to come up here."

"Ahhh Alex sent you good...good. My name is Mrs. Davis. Old friend of your boss, very old friend. He left me instructions for you that's true. He asked me if he could send some of his agents for a training mission. Said that he had one agent that had been cooped up for a long time and needed some brushing up on his stalking skills. Also said that you all were to help him. Something about with targets or as targets. Can't quite remember what he said about that. Anyway, if you go down this road about 5 miles you will come to the heavy wooded area you can park there and do whatever you want. Be careful cause this place is known for bears and lynx's. Have fun stay all day if you like. Just be careful of the wildlife." With that she turned her horse around and sent it into a trot in the direction opposite what she had just told them. Napoleon went back to the car and relayed what the old lady had just stated.

"Well that sneaky old man. Illya, he is giving you a day out to play. That's great." Mark was just as thrilled as Illya was. He was eager to get out of the car and look around. Mark put the car into gear and drove the last few miles. They parked and April opened the door. Illya would have rushed out but he remembered his manners and waited until she was out. As soon as she was he jumped out and began sniffing around the ground and listening as the other also started exploring.

"Illya, Mr. Waverly I think meant for you to explore and have fun. We can stay around this area but you can go wherever you want. Mrs. Davis owns the land around here for miles. Just don't take any livestock." Napoleon grinned down at his partner and ruffled his head. Illya looked up at him and growled but then took off running. He was out of sight in seconds.

"Well think we will see him for the rest of the day?" April asked.

"Oh yeah, when its time for lunch." Napoleon replied back to her. Then turned back to the car to pull out some folding chairs and a table. April pulled out a food basket while Mark set up a simple security alarm around them. When done April and Mark paired off to go exploring a bit while Napoleon elected to wait for his partner and enjoy the breeze.

Illya was thrilled to be able to stretch his legs. It seemed like it had been forever since he had been outside. He ran over the grass and brush, leaping logs and other debris in the way. He breathed deep and took in all the scents with his new body and marveled at the difference. Though he wished he were human again it still wasn't half-bad as bodies go. It so totally could have been worse. Illya jumped into a tree and surveyed his surroundings. Trees to the left of him, trees to the right of him.

** Alexander Waverly thank you so much for letting me out! I don't know what I can ever do to repay you for this. ** He leaped down from his branch and began to sniff the ground. ** If I have to stay in this shape, might as well learn how to use it properly. ** He went and started sniffing a trail. It smelled gentle and clean and he eagerly followed it. It wandered back and forth and curved around many cliffs and ravines. He finally stumbled onto what kind of trail this was and eagerly followed it.

** This is a deer trail. I've trailed by sight but not by smell before really. How interesting. ** As he continued to follow it he noticed that there was a deeper more dangerous smell over laying certain parts of it. When he came to a paw print similar to his own he knew it for a lynx or mountain lion. Not wishing to have a confrontation out here and risking his ability to come back he decided to head back to the car. He was just turning around when he spotted the herd. There were about thirty in all mostly doe's and fawns. It looked like there might be one old buck just passing through.

** Hmmm well I am hungry and it is definitely time to use these claws and teeth. Have to get some practice in sometime. ** Illya checked the wind and moved so he was downwind of the herd. Then he leapt into a tree and waited. The direction of the deer if they kept on it would bring them directly underneath him and he could choose a victim. He noticed a young buck that was favoring his right hind leg and knew he was the one. The creature was just young enough to stay with the doe's if he didn't get too near but the leg was slowing him down. As he approached Illya waited. His muscles were tense and he was breathing calmly waiting for the perfect time to strike. April had read to him the hunting habits of the cat he now was and he could feel the naturalness of the hunt.

** Perfect, NOW! ** Illya leaped down onto the back of the young buck and bit into his neck. Trying for a quick kill, he grabbed it by the neck and held on. Ten minutes later the deer was dead. Illya looked down at his accomplishment proudly. He had no qualms about killing for food, or killing to save life. It was how he was raised and how he lived now. But it was good to practice when one could and he did need to eat. He always tried to eat cooked food when in HQ cause that would offend everyone less and drive home the point he still thought as a human even though his body no longer was. The Zookeeper stressed though that raw meat in a predator of his size is what he needed most and would not be up to par if given less. Only in the darkest times at night did he go into his set aside storage locker and pick up a bone with raw meat on it. It was when no one was around and he could eat in leisure. Everyone was happy with that arrangement. He dragged the carcass up into the trees and began his feast. He was a quarter of the way through when a familiar yet strange smell assailed his sensitive nose. He looked around and found another pair of eyes looking at him. He sniffed harder and found it was a female Lynx and she was a working mother. She snarled at him and looked ready to attack for the food. Illya just looked into her eyes and waited, she looked back. A strange feeling came over him. It seemed he could feel her feelings. Nothing like thoughts really more like urges. She was hungry, she had 3 cubs that needed to be fed. She was tired she hadn't eaten in 2 days. She could see the mostly intact carcass and she wanted it. Illya looked down at it again and made up his mind.

** I can get food anywhere. She needs help now. ** Then he looked in her eyes again. He thought a message to her. He would make her a deal. He would give her the carcass in pieces small enough for her to carry safely. She would take it back to a safe place and come back for more. When it was gone she could eat until she was full and take it back to her cubs. To say she was surprised was an understatement. She had never experienced something like this. Another predator was going to give her food and all she had to do was find a safe spot for all of the pieces. She didn't trust this black male but something within her said he spoke only truth. She gave him a yes feeling and waited.

Illya ripped pieces of the carcass off and threw them to the lady lynx as he was beginning to think of her. She would pick it up and run off. Sometimes she came back quickly other times she came back after a long time. Illya did not push her he was not in a hurry; he was enjoying being out of doors. It took nearly an hour to give her all the pieces but he was satisfied. When the last piece had been given to her he didn't think she would be back. To his surprise she did return and looked up at him from the ground. He could feel she wanted to give him something in return. He leaped down from his branch a few feet away and waited. Slowly she approached with a staggered walk showing how nervous she was. Illya stood absolutely still. She took confidence in his relaxed posture and willing to let her take her time. She started by rubbing her head along his then slowly moving to his tail. He sniffed her and she sniffed him they were learning each other smells. Illya all the while thought to her that he was friend and would not harm her. That all he wished was her health and good fortune. When she was done with the body long caress she moved back in front of him eye to eye. He grinned to her and she nodded her head. She turned and walked out of the clearing and Illya had made a new friend.

April and Mark had come back from their walk and offered to stay here for a time if Napoleon wanted to go for a walk. He thought about it and decided a short walk wouldn't hurt any. Good to get out into the nice clean air and hopefully not have to worry about Thrush. He was also starting to get worried. Illya hadn't shown up yet and it was getting close to lunchtime. Napoleon decided to look for him in the general area but figured he might be long out of this territory. Napoleon wondered what he was going to do with his partner. He missed the friendly companionship that came from the surly Russian, the snide comments and blank faced attitude. Missed talking to him and having fights and comparisons with him. Illya was still pretty good at communicating but his body language was slightly off.

"Well no doubt it's off. He is in a cat's form. That is what is getting me. The cat like grace he always displayed is just becoming more prominent. He still eats like it is going out of style and can fall asleep at the drop of a hat. In fact he had fallen asleep as soon as he got in the car. I would have thought that he would stay awake with the excitement of finally getting out of HQ. But that's my partner. He can sleep through anything."

Napoleon kept walking into the woods and as he went deeper he became aware of a feeling of being watched. He looked around without trying to make it look like he was looking. He couldn't see anything but the feeling never stopped. He decided to get back to the others and just as he was turning around there was a sound that made his heart stop. A loud growl was coming from behind him. He couldn't tell what it was but it sounded huge. He tried to get away by walking faster but it seemed whatever creature it was it was stalking him with intent to lunch. He called for help on his communicator but didn't think Mark and April would get there in time. Meanwhile the creature whatever it was getting nearer and Napoleon kept turning and backing away step by step. Help arrived in the form of the junior agents but it was too late, Napoleon was standing at the edge of a depression that was mostly a deep mud hole. Napoleon turned his back to it and that is when the roar came. He whirled around to face the adversary but nothing was there. April and Mark were within a 100 feet of Napoleon when a black blur jumped out of the trees and landed on Napoleon throwing him right into the middle of the pond. The blur jumped lightly from his back and landed on the other side calmly looking on with interest.

"Napoleon are you alright?" called April looking on with concern and was that a hint of amusement?

Napoleon looked up from where he lay sprawled in an untidy heap in the mud and glared at his partner. Grabbing a handful of muck he chucked it at him. Illya nimbly avoided the missile and continued to look down on him.

"Here GOV let me give you a hand there." Mark extended his hand down for Napoleon to grab which he did then he pointedly turned his back on his partner. Mark was trying his best not to laugh at the mud encrusted senior agent. Napoleon just glared at the two junior agents that were trying to hold in their amusement but that seemed to just make it worse.

"Illya you know I will get you for this." He said while wiping mud from his face. Illya leaped nimbly over the mud puddle and stood in front of his partner. He grinned up at him showing no remorse. Then with a jaunty lift of his tail he started walking back to the car. The other three agents followed him trying to brush the muck off Napoleon.

** Well that was fun and I was able to finally get Napoleon to do the dirty work. ** He continued to walk back to the car. Keeping a sharp eye and ear out for any other wild animals that might be there. He made it to the car before the others so he decided to scan for any intruders. He found one interesting trail that he wasn't sure about but it smelled like another predator and it was big.

** Might be a bear. Going to have to keep an eye out for it. ** Illya went over to the table where they had set up lunch and waited for the others to return. He snooped in the basket and discovered they had brought one of his raw bones. He picked it out and waited for the others to return. A few minutes later they appeared and observed Illya with the bone.

"I think Illya is saying it's time for lunch. Sure Illya but lets get the rest of the food before we all start to eat." Napoleon grinned down at this partner. He was happy that the little Russian elf was having a good time even if it was at his own expense. He went over to the car and pulled out a towel to clean him off as best he could.

The others sat at the table and waited for Napoleon to finish. Illya just sighed at that misunderstanding. He would take his lunch to eat out of sight of everyone once they had sat down. He was a little saddened that he couldn't eat with the rest but he didn't want to upset everyone. Just as Napoleon was sitting down to lunch, Illya slinked off to eat his lunch. It took a few minutes before they noticed he had left since they were placing the food out at the moment. April was the first to notice he was missing.

"Illya where are you? You can eat with us. We've seen you eat as a human so you can't be that much worse as a cat." Illya looked from around the side of the car with the bone at his feet. "C'mon Illya we're your friends we won't care." Illya looked at her for a moment deciding then looked at the other two men. They smiled at him and nodded that they wanted him to join them. He sighed again picked up his bone and came over to the table. He lay down in the grass for it would be easier to eat from there. They talked about the latest investigations and what they would do when they got back. Did Illya enjoy his little romp through the woods? What would he like to do after lunch? April volunteered to walk through the woods with Illya if he would like. Illya looked up but shook his head. He had something else in mind for after lunch. They finished quickly. Agents learn to eat fast for they never knew when they would be interrupted. In just a half-hour lunch was gone and the agents were sitting back and relaxing. Illya proceeded to give himself a through tongue bath. The others sat and admired their friend for a few minutes, but then Napoleons sense of humor started kicking in.

"So Illya are you forgoing showers for the pleasures of more traditional methods of cleaning?" there was an evil grin on his face as he started tormenting his partner.

Illya ignored him and kept on washing. He was working on his shoulders and back moving to the front.

"Now Illya what would the ladies say if they could see you like this? They might not like it if their date coughed up hairballs in their lap." He put his finger to his chin like he was contemplating something. "Then again some women may find it kinda sexy." He chuckled when Illya made a deliberate show of licking his exposed claws and yawning hugely.

When Illya finished his bath he looked up and searched the trees for a promising place to nap. As a cat he felt the need to nap more and he didn't know if he liked that or not. He stood when he found himself a promising tree and trotted over. Looking up he gave a twitch of his hips propelling him forward. Another two leaps and he was on a branch that met his satisfaction. With legs dangling on either side he began to nap. His fellow agents looked at him fondly then settled down to speak among themselves.

"Napoleon what are we going to do with him? I mean I will follow Waverly's plan but that still gives Illya a lot of time on his own. We need to get him some sort of project for in between the times he will be with the doctor." April asked.

"I've been giving it some thought but it is kinda hard when one has four sets of claws and a mean set of teeth. Just hard to place him. I do know I want it to be something that will bring meaning to him and let him know that he is valued."

"Training!" Mark exclaimed looking up suddenly. Napoleon and his partner looked at him startled. "Have him assigned to the fitness center as a trainer. He can't do any of his science stuff right now but with his greater reflexes and cunning he would excel at training. Especially to the new agents. Think of it, they have to run laps and if they are not fast enough a certain black cat comes and nips at their heels and has the authority to do so. " Mark began to laugh hard at the idea of the new recruits and the number two of section two working together.

Napoleon looked at him finding the idea amusing but also a good one. He could have him help with wrestling skills, reflex training, speed, and agility. He would excel with that. Yes most definitely that would be a good idea. "Excellent idea Mark. It will give him something active to do. Something useful to put his mind on and keep him from thinking up too much mischief to do to me. Most excellent idea." Napoleon looked at his sleeping partner and for a moment wondered if he would ever get the man back. He really missed that side of Illya as well.

Illya napped for about two hours then slowly started awaking. He felt refreshed and more alive then he had since he had been changed. He looked over to see April and Mark playing cards along with Napoleon taking a nap in the backseat of the car. Illya stretched himself slowly, working all the kinks out of his body. It would be time to go soon but he wanted to take one last walk and he wanted to do it with his friends. He jumped effortlessly from the branch and stalked over behind Mark. He was purposefully moving stealthily and knew that April could see him. She didn't let on and just continued to play. Illya made it all the way to the table and slowly rose onto his hind legs and breathed cooling air on Marks neck. He whipped around and wasn't in time to miss the tongue that came out and gave him a very wet kiss. He let out a startled squawk and fell out of his chair helped along by the giggles of his soon to be dead partner. Illya went back to all fours and helpfully grabbed a sleeve to pull him up.

"Damn it Illya. Why'd you have to go and do that? Yuck now I have cat slobber all over me." Illya growled playfully at him and continued to pull on his sleeve. When Mark was finally standing he went over to April and also nudged her up onto her feet. Napoleon hearing the commotion was already on his way over.

"Now what are you up to tovarish?" Illya looked up at his partner's face and smiled. He went around his partner and butted his head against the back of his knees then trotted over to the edge of the clearing. He looked back at the group over his shoulder and growled impatiently at them.

"I guess he wants us to go with him." Napoleon shrugged his shoulders and followed the cat. The others followed his lead and they all enjoyed one last walk through the woods. They found a stream and followed that for a while stopping at one point to get a drink. Illya looked up from his drink when he sensed someone watching him. Scanning the surroundings he spotted under full cover the lady lynx he had helped earlier. He nodded to her slightly then quickly started back to the car. His friends followed behind not noticing his silent communication. When they made it to the clearing they packed up their supplies and loaded the car. Napoleon slid into the driver's seat with Mark beside him. April and Illya sat in the back again, with Illya looking out the window until the woods were out of site. Once they were he turned around three times then lay down on the seat. Some how his head found itself laying in her lap and being slowly stroked to the amusement of everyone. All in all it had be a wonderful time.

The next day started out early. When Mr. Waverly came in he was surprised to find Illya waiting for him; he was laying on the platform installed in front of the window looking out. The section one head walked over and looked out the window as well. Illya sat up and nudged his arm. He boss looked down at him, Illya put one paw on the window and then bowed to the English gentleman. The man looked at him and gently smiled. Illya was thanking him again for letting him out of the building. Then with a look he asked for permission to leave and it was granted.

Illya went to Napoleons office to wait for when he came in. He still had a few hours to go before that slug-a-bed would be here. He climbed up onto the couch and decided to wait. At 8:00 sharp Napoleon walked into the room and noticed immediately that the king had claim his thrown, AGAIN.

"Illya I wish you wouldn't lay on that. Your going to get cat hair on it and if I want to lay on it, I will get hair on my clothes." His only response was Illya settling deeper into the cushions and a contented purr. Napoleon just shrugged his shoulders and went to his desk. He started on his morning paper work, reading about new agents, assigning missions, looking over budgets for the next quarter and all sorts of other things that he would normally pass onto Illya but couldn't now. When the clock chimed 10:00 he looked up and put down his pen.

"C'mon lazy bones time for you new job. I think it will be something you will enjoy immensely." Smirking to himself he rose and went out the door. Illya had looked up at his comments and obediently followed his friend out the door and down the hall. Napoleon took him to the gym and they took seats in the bleachers to watch the new agents go about their training. A little bit of a stir was caused as the black cat was spotted trotting alongside the CEA but it was quickly put to rest. The head trainer a man named Mercer came over to them as soon he was done putting an agent through his paces.

"So Napoleon what brings you here?" His voice was rough and had a no nonsense tone to it.

"Had a little business to deal to discuss with you. I was thinking that we might take advantage of Illya's current position."

Both Illya and Mercer looked at him. Illya with suspicion, Mercer with doubt.

"I was thinking that for the new recruits that it would be good for them to learn how to fight an opponent that's extremely agile. Someone who could chase after them if they didn't run as fast as we thought they could. Maybe someone who could out climb them." Napoleon said slyly

Illya at the start was suspicious but as he heard Napoleon go on and on he started to get an eager light to his eyes.

** Perfect. Finally something I can do besides climb around dusty venting systems getting my coat dirty. I can't wait until one of them mouths off to Me! ** He thought with glee.

Mercer looked back and forth between the CEA and his second and considered the proposal. Having a cat teaching his agents didn't sound like a good idea but then again this was the number two of section two. He knew that his intelligence was the same as before. He looked over at the transformed agent and noticed that he was well muscled and sleek. He could also add a level of surprise to the training that would benefit the trainee's. Everyone in HQ knew that Illya Kuryakin could be an extremely devious man and he was hard to predict. It would be good for the trainee's to learn from a master of this kind.

"Well now, I think that would be a grand idea. I can put him in charge of some classes and let him run with the more experienced recruits. Don't think I want the raw ones with him just yet."

"Sounds fine with me. Illya still retains all his ranks, clearances and privileges just so you know. Only thing he doesn't do any more is reports. Which is the main reason I think he changed himself. Got tired of doing them." Illya bit his arm to get his attention then glared fiercely at his partner. Napoleon had no doubt that he was saying it was because Napoleon normally made him do 75-90% of the paperwork. He released his arm after a few moments.

"No time like the present to let the kids know about this change in their lives." He chuckled as he stood up and walked a couple risers higher. Then in a voice that had been honed on Army training fields he addressed the trainee's and other agents that were there.

"ALRIGHT CHILDREN GATHER ROUND AND STAND AT ATTENTION! THIS IS AN ORDER!" All the agents looked up suddenly at this address. They looked at each other then hurried to obey. When all had gathered in front of the head trainer he address them. Mercer was glad to notice that the other trainers had come over as well.

"We have a new temporary trainer that is coming on board. If you haven't met him you have to have heard of him at least. This is Illya Kuryakin. Stand up now." Illya stood up. "Now he had a little run in with a Thrushie so he is a little different right now. But don't think that makes much difference. He can still kick your ass's from here until forever if he feels like it. He is number two of section two and he is being gracious enough to help us."

The agents and trainers looked up at the sleek animal standing next to the head trainer. Some didn't want to believe what their head trainer was saying. It just looked like a well-trained animal. One agent a little too full of himself decided to speak up. He didn't want to be degraded by being regulated to a pet keeper.

"Oh BULL SHIT! Some stupid creature is not training me. This is just a ludicrous idea. I am not going to go through with this stupid idea. I am an UNCLE agent not a ZOO KEEPER!" Agent Ryan took an offensive stance proclaiming he wouldn't be moved. It didn't last long.

With a roar of rage Illya launched himself towards the insubordinate agent. He barreled into him, forcing him off balance and landing on his rear. Illya jumped away and crouched waiting. The agent sputtered and looked around him quickly. The other people had left a large circle around him and the cat. He looked up at Mercer and the CEA. Both wore neutral expressions, he wasn't getting any help with them. He looked back at the black cat and he seemed to expand in his eye. He quickly stood and assumed an aggressive stance. He had read that animals don't like to maintain eye contact. This would just be a matter of wills and his will was stronger then any stupid animal. When he looked the creature in the eyes he was startled again to see the brilliant intelligence shining from them.

** I was just waiting for one to be stupid and do this. Time to show who is the boss around here. ** Illya slowly advance on the junior agent ready to play.

He stalked the man sliding around him never breaking eye contact much to the surprise of the young agent. Illya bared his teeth and a growl started deep in his chest and slowly made it out his mouth. He advanced on him claws out digging into the padding. He finally moved never breaking eye contact. The agent broke first. He tried to dodge but Illya changed direction instantly. He jumped over the agent that tried to wrestle with him. He turned surprised only to see Illya charging after him again. He picked himself up from his crouch and back pedaled away. Illya followed after not letting up for a minute. Illya pushed him hard, chasing him around the gym. When the man tried to change directions Illya would jump in front of him making him run in the direction Illya wanted. After being chased hard for ten minutes he decided enough was enough. No bloody cat is going to make him look like a fool. He braked to a stop hoping that Illya would have to jump over him. Instead Illya jumped to the side of him and advanced tirelessly. He crouched down waiting for Agent Ryan to make the next move. Ryan stalked towards Illya, bending down a bit. Illya was ready for this. He knew the agent wouldn't like the little jog he just sent him on. He watched him steadily, when Agent Ryan closed in he didn't fight the grab to his shoulders. He just rolled and pushed the agent away then jumped clear. It was clear to the other agents that the large panther was enjoying himself. Ryan closed on him again and made a grab for Illya's collar. Illya opened his mouth and bit down on his arm. Not enough to mark but enough to be felt, Ryan let go with an oath and circled warily around. Illya kept his eye on him but when he was directly opposite the bleachers he looked up quickly and noticed Napoleon. He was wearing his time to end this look, Illya was happy to oblige. He launched an attack that was fast and furious. He leaped onto the agent and pushed him hard sending him rolling back. Before he could recover the great cat was pushing him over and over. When he had him on his back he grasped him by the throat and the agent stilled. A hush fell over the crowed; Agent Ryan was sweating, both from exertion and fear. Illya looked him in the eye again and waited for Ryan to yield. Ryan wasn't happy but had no choice. He nodded ever so slightly. Illya didn't let go right away.

Napoleon knew he was waiting for something but not sure what. He didn't say anything for Illya had to make his own authority here. He studied Ryan and discovered he was still tense. He was still thinking of fighting. Illya was waiting for him to relax and conceive true defeat. It came five minutes later. Ryan finally let his body relax and stay that way so Illya let him go. He jumped away and stood tall and proud. Then without another look back he headed back to the bleachers and calmly sat between the two men.

"So anyone else have any problems with taking orders from number two of section two?" He challenged. "I will assign agents I think who could benefit training with him and expect them to obey his orders. If that is everything children then I suggest you get back to what you were doing." Mercer stepped down from the bleachers followed by Napoleon and Illya.

"Well Illya, think you'll be able to handle it?" Napoleon asked.

** Of course you moronic buffoon! I have three times the experience with pain that you have! ** Illya conveyed all this with a look and a brief semi-snarl.

"Good, good. Let me know if you need anything and I will see that it gets done. Now I have work to do. Tootles." With a wave of his hand he was out the door and on to other things. Illya looked up at Mercer then they both went to his office to plan his new round of training.

The next few days were busy one's for everyone. Illya went to Napoleons office to wait for him and hear the daily reports. When done he went to the gym and started with his new trainee's. He showed them things that they never knew they could do. Who knew that they could climb a 100-foot rock wall in less than 5 minutes? Having a 200-pound snarling cat chasing them helped it was assumed. He wouldn't except the agents running the mile in more than 7 minutes. If they couldn't do it then they came under the special attention of him and no one wanted to be there. Then there was the dreaded wrestling class. The goal was to try and pin the senior agent and keep him pinned for 30 seconds. It was much harder then it sounded. Illya used everything he could short of ripping them to shreds. But he even then used his claws and teeth to scrape against skin. Just as if someone was biting them to try and get away. He could wiggle and stretch and no one could read his mind. That was reserved for one person only.

** Damn it they are starting to get discouraged. Don't they know it is okay to hurt me as well. Think I'm going to need Napoleon for this one. God he is never going to let me forget this. ** Illya sat and pondered, scratching idly at his ear.

** Guess I could always threaten him with shredding and shedding on everything he owns. ** He stood up and his agents looked at him with fear and respect. Illya just sighed. He went to the sign that he used to inform his students of what they would be doing for the day. He moved the indicator over to a sign he had yet to use. It was FREE TIME. The students looked at him bewildered but Illya just turned his back on them and left the gym.

Napoleon was enjoying some free time from his busy day when his door opened. In walked his four-footed partner. He watched as he started to pace in a graceful fashion in front. The CEA knew he should be teaching right now but wasn't surprised to find him here.

"So time to bring in the big guns huh little buddy?" Illya looked at him startled.

"Don't worry I knew this would happen sooner or later. Kids just don't know how to let go and use everything they can. So you want my help and show them how to use everything they have."

Illya looked at him with gratitude mixed with relief since he would have found it hard to explain. Then he wondered what this favor would cost him. He started to look at the dark haired man with suspicion. Napoleon saw this and grinned at him.

"Oh yes my suspicious friend there will be a price. Just a little time on your part for a friend of mine. Janice down in research has been dying to pet that silky coat of yours ever since she found out about it. You let her do that for me and I will help you all you want with the new kids. Deal?"

Illya looked at him and considered the offer. ** Well I do like the attention and it would give me my partners help. I guess it won't hurt that much. ** He nodded his agreement.

"Good I'll meet you in the gym in 15 minutes have to get properly dressed." With that he stood up and walked to his door, Illya followed. When they arrived to the gym Illya headed into his work area while Napoleon headed for the locker room.

Illya's presence was duly noted but not commented on by any one. He went and sat down on the bleachers waiting for Napoleon. When he emerged from the locker rooms Illya stood up. Napoleon walked over and stood before him, turning his head he nodded at Illya. Illya took that for his signal and let loose with a full-bodied roar. Needless to say it got everyone in the rooms attention.

Then Napoleon began speaking.

"It seems there is a slight problem concerning my partner here." He stopped to observe everyone. Satisfied that they were all paying attention he continued. "He is a very competent agent and you would do well to learn from him. You do not need to hold back with him for he can still kick all your ass's. Now we are going to do a little demonstration and show you how far you can act with him." Stepping down he went to the wresting mat followed by Illya. They took stations at opposite corners and glared at each other. The others gathered around the mat sitting when Mercer instructed them too.

Illya and Napoleon paid no attention to them. They just studied each other warily. Illya snarled at his partner while Napoleon narrowed his eyes and crouched down lower, hands out, ready. With a final growl, Illya launched himself at his partner and attempted to barrel him over. Napoleon slid to the left and tried to grab a leg. Illya turned in mid air and dropped all fours onto his partner's chest. He made a feint at his head then attacked his leg. Napoleon countered with a smash to his head that flipped him onto his back. Before Napoleon could follow up, Illya leapt to his feet and slid his body into Napoleon toppling the CEA onto his back. That knocked the breath out of him and Illya stepped back. Napoleon climbed heavily to his feet, trying to catch his breath. When he could he resumed the fight. Napoleon was the one to start the attack, he made a pass at his partner's head, and Illya dodged and jumped over the man. Napoleon jumped as well and grabbed him by his tail and pulled him to the ground. Before he could act on his attack, the black cat rolled to his back displaying all five sets of sharp points. Napoleon backed off for a moment in surprise, that was all the panther needed. He flipped around and landed on Napoleon who promptly reached up and pulled on an ear. The cat yowled in pain but didn't let up. He put all his weight on the back of his partner and took his throat in his mouth his normal signal that the match was over. Napoleon gave his ear one final pull before surrendering to him. Illya released him and promptly began to help him up. Giving Napoleon a shoulder to lean on while he picked himself up. He brushed himself off and looked at the students. He noticed that they were staring in open amazement. Illya wasn't holding back with Napoleon as they finally realized he had been with them.

Napoleon addressed the crowd of on lookers. "Now that is only a small part of what he is capable of and what he can take in the way of training. He is a lot tougher then all of you put together. The whole point of you learning from him is too learn dirty tricks and how to get the job done. Don't come into the ring with the intent to bring the most pain, but don't be afraid of hurting him. He doesn't mind it if you pull on his ears or his tail. Grab for his legs try and take a swipe at his head." Napoleon looked beyond the doors to a girl that was signaling to him. "If there are no questions then I leave you in his capable paws." He walked off to the girl and talked for a few minutes. Then he headed for the locker room.

Illya meanwhile walked around a bit to cool down before taking on his next student. It was Agent Ryan and he could see the anticipation in the man's eyes. He would have to keep an eye out for really dirty tricks from him.

** We'll see how you act. If you hold nothing back, I won't hold anything back. ** Illya crouched down waiting.

Agent Ryan looked at the cat and smiled to himself. ** Damn cat make a fool out of me will ya. Well this time we will see who is made a fool of. ** He launched himself at the senior agent and tried to grapple with him. He managed to get hold of his tail and pulled as hard as he could. Illya yowled and turned quickly swatting him with the back of his paw. That let him get his tail loose and he waited for the next attack. It wasn't long in coming. The new agent jumped high and made a feint but Illya read it and barreled into his stomach knocking the breath out of him. Illya waited for him to rise. Out of the corner of his eye he could see Napoleon coming back but he concentrated on the student in front of him.

"Illya we have to go. Time for a session with the doctor." Napoleon calmly looked at the sparing people and waited. Illya relaxed his muscles but didn't take his eyes off Agent Ryan. Ryan not caring and seeing Illya's attention on him still but not prepared to fight quickly lashed out and kicked the cat down. Illya recovered by rolling, jumping and landing on Ryan's chest with his jaws around his throat. He had been defeated again and had to now relax his body before the CEA's partner would let him up. He relaxed but cursed the cat with a deepening hatred. He would get him for showing him up.

Illya released his student then walked over to his partner. He gave him a look then they both turned and walked out of the gym. Many of the people stopped what they were doing. Some couldn't believe what had happened to the agents. Others hoped it would never happen to them. But most were amazed that they could even handle it. They chalked it up to another case of no matter the problem the team of Solo and Kuryakin could handle it. Even if it was a change of shape.

The dynamic duo walked through the halls of Uncle headquarters on their way to their boss's office. Illya pacing just to the right of Napoleon. They waited for Ms Rogers to open the office door then stepped in. Napoleon headed to his normal chair but Illya waited for Mr. Waverly to give him instructions.

"Ah Mr. Solo, Mr. Kuryakin good of you to join us. Miss Dancer and Mr. Slate have been waiting here for some time now." He grumped at them and started to pack his pipe. When he had it going to his satisfaction he looked up again. "Mr. Kuryakin come here please." When he had done so Mr. Waverly clipped a leash onto his collar. Illya growled under his breath but did not protest.

"Miss Dancer would you kindly take him down to the doctors cell. I am hoping that 3 days on bread and water treatment will have made up his mind to talk to us. Mr. Kuryakin please make yourself as surly and evil tempered as only you can be." He was interrupted by a noise that sounded like a snicker from his CEA, Illya just glared at him. "I want him brought here, so we may have a little chat and I want you to escort him. Mr. Slate goes with them to guard the doctor. You all know your roles, dismissed."

Mark, April and Illya left, Illya slinking out the door with the displeasure of the leash in every step of his body. Napoleon watched them leave waiting for his boss's next command.

"Mr. Solo I want you to question the man if he does not cooperate with us here. Have Miss Dancer and Mr. Kuryakin standing by when you do. Remember Doctor Unex he is just like an animal and therefor unpredictable."

"Yes sir." Then he waited and watched as his boss continued to read a file.

April, Mark and Illya walked through the halls. Some people would stop and stare at the leash on Illya but a glare and growl would quickly get them on their way. Illya just slinked through the halls grumbling to himself. April felt sorry for him and the position he was in. Mark thought it was funny but at the same time wondered what he would feel like if he were in the same situation. He finally admitted he probably wouldn't be doing as well as his senior.

** God I hate this. I don't need a leash! Only Mr. Waverly could make me wear one of these. I will get Napoleon for this. It's his entire fault that I am a cat. I am going to shed all over his clothes everyday until we figure out a way to change back. ** For one bleak moment Illya contemplated never being able to change back. He shook it off and decided to take some of his aggression out of the jerk on the other side of the door.

"Well Illya you ready?" April looked down at the mad cat and smiled.

Illya just looked at her then scratched at the door. The guards readied their guns and one unlocked the door. They walked inside and Illya put his act on. It wasn't really an act.

"Good afternoon Dr. Unex. My name is April Dancer. This is Mark Slate my partner. I think you have been introduced to Radcliff?" April reached a hand down and patted the snarling creature. "Mr. Waverly asked me to take him for a walk. He was kinda busy and Radcliff just seems to have taking a liking to me. Hope you don't mind me bringing him in here. Mr. Waverly told Mark to talk to you and I thought I would come along as well." April seemed to have decided to address him like a blond airhead. She chewed some gum while twirling a lock of her hair while holding the leash loosely.

"I have nothing to say to the likes of you." He nervously looked at the cat that was crouched down in front of him. "I know nothing about the transformation process." Illya started stalking around the man. Constantly growling and never letting his eyes stray from his target. April followed him not paying much attention to her charge.

"Don't worry doctor. Mark here is really just to take you to Mr. Waverly's office. Radcliff stop that." She gave a halfhearted tug at the leash that Illya ignored.

"I don't know anything about the procedure or how to make the antidote!" At that his eyes went wide as he realized what he said. April made as if she didn't hear him. Mark raised an eyebrow but there was no other reaction. The biggest reaction was from Illya. He made no outward sign but he was giddy with relief on the inside. He didn't have to stay a cat forever. Then and there he decided the good doctor would tell them everything he knew about the procedure.

He leaped at the doctor ripping the leash out of April's hand to her startlement. He had his claws out and wasn't hesitant to use them. He left no marks that wouldn't heal quickly but the doctor did have a few scratches on his face and chest. He roared with fury when Mark jumped on him and dragged him away. He turned and tried to attack him, barely remembering to pull his punches. April grabbed the leash and dragged the cat away.

"RADCLIFF STOP! SIT DOWN! SIT DOWN SIR!" She screeched at the black cat. Illya sullenly sat down but continued to glare at the Thrush doctor. He made it obvious he was only just waiting for his caretakers to let down their guard so he could attack again. His claws were out and his teeth bared.

"Sorry about that. He doesn't really even listen to me. I just happen to be the only person he tolerates to take orders from. Only Mr. Waverly can control him without question. Mark I think I'll take him back now. He seems to be unduly upset right now."

"Not a problem luv. I'll come with you. Have to take him to the old man anyway." He turned to the prisoner and grabbed him arm. "Okay you get going." He pushed the Thrush agent out the door and escorted him down the hall.

Illya followed just at the end of his leash showing he was at the full length of it. The doctor tried to walk faster but the cat following just increased his speed. By the time they got to the floor of the inner sanctum they were walking just short of a run. April and Mark tried to keep the grins off their faces. The door opened and the man rushed in trying to avoid the cat. Mr. Waverly didn't look up.

"Uh sir I have brought the doctor just like you asked." Mark said indicating the man looking over his shoulder at the panther.

"Hmm oh yes good good. Please sit down Doctor Unex."

"Oh no I am not staying in this room with that crazy beast!" he exclaim with fright.

"What, what the devil are you... oh I see... Radcliff that is enough! Go to your bed!" Illya made as if to disobey, he was still snarling and ready to attack. "Radcliff! Bed! This instant!" Mr. Waverly raised his voice just half a notch and Illya moved to obey, he stepped near his boss for a minute. Mr. Waverly absentmindedly reached down and unclipped the leash. Illya leaped up lightly to his bed that was placed so he could look out the window. He didn't look out the window this time but kept a menacing eye on the enemy. Mr. Waverly didn't even notice.

"Now sir, I would like to know what you were doing in that bunker Mr. Solo found you in? Also where is Mr. Kuryakin?"

The doctor looked at the people in the room once and then glanced at the cat. He noticed no intelligence in those eyes just animal hate. He knew that cat was their missing agent but here was a chance to bargain.

"Well I don't know if I should answer that. What will I get out of it if I answer you?" He started to look smug thinking he held all the cards.

"Doctor Unex we know you were working there for we found notes with your name on it. Also when I sent Mr. Slate down to pick you up we were listening in. What is this about an antidote? Do you know about the gas that you tried to sneak in here?" Napoleon stepped forward and looked him in the eye. He promised with just his eyes intense pain if he didn't answer.

"Umm." He looked at all the eyes staring at him. He looked at the desk and saw a small envelope opener. If he could get to that and the old fart then he would have more bargaining power. He made a stupid mistake, just as he was lunging for the opener Illya launched his attack. In one smooth leap he was on the diving doctor and growling his displeasure while reaching for his throat. He froze.

Napoleon waited until all was still before speaking. "Well, I'll say. That was a singular stupid thing to do Dr. Unex. Now if you wish to be released then I think you should answer our questions."

The doctor looked at him then as much as he could at the others. He knew there would be no quarter unless he cooperated. He gave a thumb up since he didn't want to move his neck while it was in that beast's jaw.

"Fine then doctor. I will expect your full cooperation. Radcliff! Come here!" Illya growled but obeyed. He went and sat to the left of Mr. Waverly's chair waiting for further orders.

"Mr. Solo please take him down to interrogation and get what you can out of him." Then he stood up and went to the window Illya following him without question. He jumped up to his platform and the head of section one started to pet him without really noticing he was.

"Yes sir."

"Mr. Slate, Miss Dancer help him as well."

"Yes sir."

Together they escorted the Thrush doctor out to glean whatever information they could. Illya continued to look out the window and allowing his boss to pet him. There wasn't much else he could do right now. He definitely didn't feel like training.

"Well my boy, that went quicker then I thought it would. I take it once you found out there was an antidote that you decided to hurry things along?" the old man turned and smiled down at his agent startling him. Quickly turning his head away he nodded.

"No harm done. We just need to find out what the formula is for the drug that did this too you in the first place." He stood there for another few minutes then went back to his desk fielding calls and managing Uncle. Illya looked out for a while before settling down to keep him company.

Illya woke from his nap many hours later with the arrival of his partner. From the bounce in his step he could tell he had good news. Illya stood up and stretched before stepping down to sit in his normal chair. Mr. Waverly didn't look up right away.

"Mr. Solo did you learn anything?"

"Yes sir quite a bit. There is a cure but there is a catch to it." Napoleon looked at his furry partner with regret in his eyes.

"Yes Mr. Solo what is it?"

"The problem is it takes at least 2 weeks to make the antidote and it must be in a very environmentally controlled room. A shift of air temperature by just a couple degrees will destroy the work and force us to start over. But the good thing is that once it is made it can be easily stored. He said that the test subjects they used it on didn't have any major side effects from taking it either, just a headache and body ache for a few days. He gave me the formula and I have the section eight guys working on it right now. They were pretty eager about it. He said he didn't know what the changing formula was since he didn't work on that phase of the plan. He just made the antidote, he was told how much and when to put it in."

"Very good Mr. Solo." Turning Alexander Waverly went to his pipe selection and started packing it with his favorite blend. As he worked at lighting it, out of the corner of his eye he could see his younger agent fairly quivering with suppressed eagerness. He made another decision.

"Mr. Solo I have another job for you to do. I want you to take Mr. Kuryakin out to the training grounds you went to last week. Take Miss Dancer and Mr. Slate with you. I think you could all do with the extra training."

Illya and Napoleon looked at each other and smiled.

"Yes sir anything else that you need of us?"

"No no go about your duties."

Napoleon and Illya quickly went out the door. Illya made a beeline for the elevators and Napoleon had to hurry to catch up. When they entered the elevator Illya pushed the button for agent quarters. As soon as his floor was reached he went to his room. His partner followed and was astonished to see his normally reserved partner jumping up and down on the bed like a five-year-old.

** Soon, soon I get to go back to the way things were. My books, my music, my apartment. I get to play in the labs and shoot bad guys again. I get to go outside whenever I want. ** He continued to jump on the bed not caring that his partner watched.

"Uh Illya. I know your excited and all but if you keep jumping like that then your going to break the bed and we would have to get another one and Mr. Waverly would not be happy about it."

That stopped the happy cat kind of. Instead of jumping on the bed he jumped and landed on Napoleon with a satisfying thud. Then he climbed off and calmly walked back to his bed like nothing had happened and began to give himself a tongue bath. Napoleon picked himself up and threw a dirty look at his partner.

"Thanks partner. Listen you want to go to the same place we did last time?"

Illya looked up and thought about it for a moment. He then nodded his head and continued his bath. April and Mark came in at that moment to see how things were going.

"April, Mark looks like we have another mission tomorrow." Napoleon said with no expression on his face. The pair looked at each other then waited for Napoleon to continue.

"Its escort service. Mr. Waverly wants us to do some baby sitting for some local yokel." Illya looked up and growled at him. "Don't mind him he has to come along."

"Anyway we can get out of it. You know plead out dead or something." Mark asked reasonably.

"No not really. He was quite insistent on it." Napoleon smiled and started backing away from his upset partner. Illya meanwhile decided to play along and slowly stalked his partner. He growled and bared his fangs, crouching down and whipping his tail back and forth. They shared a glance then both turned and pounced on the unsuspecting agents. Illya politely launch himself on April to save her from Napoleons wandering hands.

"Ah what you do that for?" She asked. Napoleon started laughing while Illya made a noise that sounded like a snicker.

"Sorry just a little stress relief. The Old Man gave us tomorrow off to take Illya out so he can run some."

"Oh that's great! When do you want to meet?" She asked.

"About 7:00 then we can drive out there and get there about 9:00."

"Great then. Mark and I have some things we need to do. Why don't we meet you here tomorrow."

"That's fine with us. Don't forget to pick up some goodies so we can eat."

They made a few other arrangements for tomorrow then went their separate ways. Illya settled down for another nap while Napoleon went to finish his paper work. When the workday ended Napoleon stopped by the sleeping cat's lair and told him to be ready for tomorrow. Illya just looked at him sleepily then went back to his nap. His partner chuckled then left.

Illya jumped out of the car eagerly and started to sniff around the ground. Most of the smells had changed but one seemed stronger then the rest. He wasn't quite sure what it was but he decided to beware of it and keep his friends safe.

"Hey Illya get back here." His partner called to him. He loped over and looked up. "Don't get to excited and run off again would you. Last time you almost ruined my suit. Don't want that to happen again do we?" Napoleon grinned at the panther affectionately.

** No of course we wouldn't want that to happen again. I'll think of something else to do to you. ** Illya though gleefully.

The agents decided to take a short walk to stretch their legs before letting Illya go out on his own if he wished. Illya paced just a few feet in front of him.

April was looking around and decided to break the comfortable silence "My the woods here is so pretty. I'm glad Mr. Waverly let us come up here again. It gives Illya a chance to get out of that coffin as well."

"Yes it is really nice. I might come up here again when I have a date with some other young lady."

Illya looked back at his friends, happy to finally be free of the confines of HQ. They continued to walk through the woods together, mostly relaxed and enjoying the sunshine. The leaves waved gently in the wind that was blowing, grass swayed and stayed silent on their walk. They walked for about an hour going deeper into the woods without even realizing it. It was so calming on the nerves that were used to bullets whizzing by their heads. Napoleon was watching his partner with fondness when he noticed that he had stopped. He signaled to the two junior agents, then watched as Illya transformed from a gentle cat out for a walk to a dangerous beast ready to kill. As they watched they felt the roar that started to erupt from his chest as he launched himself forward disappearing in just a matter of moments. They looked at each other, broke out their guns and followed.

Illya was enjoying his walk, sniffing the ground to see what he could identify. He came across the dangerous smell again and fainter underneath it one he seemed to recognize. He couldn't quite place it but kept it in the back of his mind while he enjoyed the other smells of the forest. He looked back at his friends for a moment then the wind blew by him again.

** MY GOD! I know that smell. It's the female. ** He stopped and threw up his head testing the breeze. He could also just faintly hear a howl of rage and another of fear, rage, and pain. Without even realizing it he was charging, his friend needed help and he would offer it without question.

The three people left behind tried to keep up but just like in human form Illya was faster then the others. With four legs on the ground there was no keeping up with him. They lost him but were fortunate that he wasn't trying to hide his tracks. Still they would lose them and would have to try and track him. Only Mark was skilled enough to find him in the woods. Illya was the best at this as well.

"Damn it where did he go." Napoleon raised his hand up to shield his eyes from the sun. He tried to find where his wayward friend had gone. He was worried since Illya acted like there was danger in the area.

"Napoleon over here, Mark found something." He hurried over to the younger agents and looked down. Mark was studying the tracks carefully.

"He came this way and he was in a hurry. Looks like he put on even more speed then when he left us." Standing they brushed dirt from his pants then started off after the black cat. Napoleon and April followed after him and they double-timed it to try and be in time to help.

Illya reached the clearing and took in the scene in one glance. There was a large grizzly attacking the female. She appeared to be defending her den and he could hear the sounds of her cubs. The bear was on his feet about to deliver a killing stroke to the defending mother. Illya didn't even stop he ran another two strides then launched himself at the great invader. He landed on his back and dug in all his claws trying to get his teeth around the neck. The bear roared his pain and attempted to dislodge the black pest. Illya held on trying to dig gouges into the back. He didn't pay any attention to the female as she backed away to stand guard over her cubs. She recognized the cat from his smell and knew she wouldn't be able to help with a broken leg.

Mark was attempting to track Illya again when Napoleon stood up. He heard something and was trying to pinpoint it.

** There it is again. Sounds like one hell of a fight. ** He listened some more and heard Illya's distinctive roar when he was truly pissed off.

"Listen can you hear him. He's fighting something. And it sounds big. C'mon we need to hurry." They raced to help their friend.

Illya meanwhile had been thrown from the bears back and had its full attention. The bear made a swipe at him but he was able to duck. He was trying to lead it away from the female. The bear roared and he stood up to try and intimidate the smaller creature. Illya was not impressed, he was used to being the small man and knew how to fight that way. Twisting to the left he took a flying leap and slashed at the right side of the bear causing more gouges to bleed. The bear took another swipe at him and this time it connected full force on his head. Illya slid through the grass trying to clear his head. He was able to leap backwards just in time to miss getting his throat ripped out by the creatures jaws. Awkwardly he looked through blurry eyes as his quarry stalked him. He glanced behind the animal and made sure the female was safe. She was. He turned his attention to the bear and began to attack again trying to kill the creature. He couldn't leave a wounded bear running around otherwise there would be even more trouble.

Napoleon, April and Mark came onto the scene just as Illya launched his next attack. They watched as the bear moved to stand on his hind legs. Illya reached and held with his front paws onto the bears back while it tried to shake him off. Illya tried to get his jaws around the neck but it was too hard with him being flung around. For a brief instant he saw the others standing on the other side of the clearing. He managed to communicate a message to his partner. Then he turned all his attention to fighting the mighty creature.

Napoleon quickly changed the sleep darts for bullets and hope it would be strong enough. Illya could only hold on for so long. When he got the new clip in he took careful aim. He was aiming for the head hopefully it would make a clean hit and take the beast down in one shot. He fired.

Illya heard the shot and leaped back hoping not to get hit. He landed on the other side of the bear and didn't have time to move and the 1000-lbs. animal started to fall on top of him. He couldn't get away and ended up pinned under.

"ILLYA HOLD ON!" Screamed his partner. The bear gave a few more convulsions then truly died. The humans ran to the pinned cat and worked to lift the grizzly off. Illya was gasping for breath but it was only a few seconds before the adrenaline pumped people were able to get it off him. He picked himself up carefully and winced as he felt bruised and sore muscles.

** Well I don't think I want to do that again. This is not going to be fun to explain to the boss. ** He looked around his surroundings and spotted the female hiding in some brush. He limped his way over to her. Napoleon tried to follow but received a growl and menacing glare from him. Napoleon knew an order when given no matter the species.

Illya made his slow way over to the female, trying to make himself look harmless. Not hard considering how he felt. She watched him approach not sure of the large male that had fought for her. Illya came to stand right in front of her and began to project; he sent feelings of friendship and wanting to help. Wanting to protect her cubs while she could not. He had friends that could heal her and let her live a long time. He tried to relax her and let her know she was safe.

She felt in her bones the black male's sincerity. She needed help. Her cubs would not live without her and she could not live with her broken leg.

Illya promised to take care of the cubs if she wished. He would guard them, he would stay by her side if she wished it.

She did wish for the life and protection of her cubs. She was an older female and probably wouldn't last much longer on her own. She listened to the male.

Illya could feel her need to protect her cubs, her uncertainty about her future. He felt her knowledge that she wouldn't last much longer without help. He also felt her starting to listen to him.

He projected to her there was a price to pay while she was healing. Humans would touch her, heal her unintentionally hurt her. That she would live in an enclosure that would be without trees and free floating water. It would only be temporary until her leg healed. In that time though all food and water would be provided for her. Her cubs would be with her and so would he if she wished it.

She didn't like the idea of a cage but she felt the need for the humans to feel protected. He was also offering to be there for her and she could feel he hated the idea of a cage as much as she did. He wanted to help her nothing more nothing less. He would protect her cubs for her.

She lived for her cubs until they could take care of themselves. They would not survive right now without help.

Illya also let her know she may actually like living with humans if she was tired of constantly on the look out for enemies and prey. To give it a chance he would be there for her.

She looked at him and the people behind him. They didn't move just stood and waited for their friend. She then looked down at the enemy that tried to attack and kill her and her cubs. She felt supreme satisfaction that it was dead. Just one time she would like a souvenir to remind her of the many battles she fought and won.

Illya caught the thought and chuckled to himself. He projected to her that if she wanted it she could have it. He would have it prepared and she could sleep on it for as long as she lived with humans.

That decided her. She and her cubs needed help. This strange looking cat was going to help her and give her a great gift.

Illya felt her surrender and moved back to his friends grabbing a stick in his mouth as well. He limped to just in front of them and started writing in the dirt there. He wrote just a few words awkwardly.

HELP, ZOO, SKIN, and AIR.

He dropped his stick and looked at Napoleon conveying the rest of the message. His partner looked at the she cat, standing at the edge of the field, and then down at Illya. There was confidence and determination there.

"Alright Illya I'll call headquarters to get a helicopter. Then you want the vets at the Zoo to look at her don't you?" Illya nodded. "Also you want the bear skinned and want to keep it." Again Illya nodded. "Fine! The things I do for partners!" He pulled out his communicator and started letting headquarter know what was needed.

Illya limped back over to the female and slowly lowered himself down. He was tired and it was only going to get longer for him. The Old Man was not going to be happy but a promise was a promise and he would keep it. With that he settled down to wait.

To say the trip to the Zoo was fun would be saying it was fun being shot. The mother lynx was terrified of the helicopter and only Illya's presence and her broken leg convinced her to get in. He convinced her to get into the carry all, only by fact that he had her cubs between his legs and would allow no one near them. At least until the sedative took effect on her. As soon as she was asleep he himself lifted the cubs into the helicopter and forbid anyone else from touching them. Had to swat at some of the people to leave them alone. When he had them where he wanted them he settled down to guard his impromptu family. It only took 45 minutes to get to the medical section of the Central Park zoo but everyone was on edge, with one dangerous animal out cold, another one who took it upon him to guard 3 more dangerous animals.

Napoleon rode with them to interpret for Illya while Mark and April got the pleasant task of driving back and explaining everything to their boss. Napoleon was envious, he thought he might have received the worse end of the deal. As the chopper landed there was all sorts of activity. The mother cat was taken immediately to surgery so she could be looked at. The people that came to collect the cubs had a harder time for Illya would not at first let them touch the cubs. Napoleon finally threatened him with a sleep dart if he did not behave. Illya calmed down then but would not allow them to separate him from the cubs. Where they went he went. Napoleon was worried about the obvious damage to his friend for he was limping heavily and having trouble breathing.

The Zoo was thrilled at the addition to their collection and was looking forward to studying the creatures. If only they could get the troublesome panther out of the way. They knew something was up with the way the dark haired man hovered over the cat but didn't raise any alarm over his behavior. They were just studying the cubs in detail when they started to really cry for their mother. At that point Illya jumped up onto the examining table and snarled at the people touching the cubs. He wouldn't let anyone near at that point, not until they calmed down and went back to being a bit more quiet. It took a couple of hours before the mother was out of surgery and in a recovery room. At that point Illya took the cubs and placed them in a basket that was positioned in front of her cage and began to lay down in front as well to wait.

"Oh no you don't you little pain. You will allow the doctors to look at you and then you can stand watch. I will stay with them for now." Napoleon was adamant about his commands. Illya was too tired to fight with him so he crawled over to a table and allowed them to work on him. He would allow no sedatives, which made the staff nervous, but Napoleon assured them he was quite safe to be around. When done it was found he had 2 cracked ribs numerous bruises and a strained shoulder. His various cuts that he had received were bandaged then he was set free. He went to his charges and laid down next them. With a sigh and one last look he too fell asleep.

Napoleon watched over them until the beeping of his communicator went off. With dread he answered it.

"Solo here."

"MR. SOLO. What the devil is going on? Why are you at the Zoo? What is this about a bobcat needing help? Miss Dancer and Mr. Slate have just informed me of a very wild story." His boss sounded more annoyed then angry. He had come to expect all sorts of weird stuff from his top two agents.

"Well sir it is very strange tale but it is all true. Some how Illya has befriended a female lynx with cubs and will not be separated from them. I don't know how he did it but that is the truth. They have tried twice to take the cubs to look at them but Illya wouldn't allow it. He is waiting for the mother to come too. She has a broken leg that is being taken care of."

"Hmm, very well then Mr. Solo but I expect a full report and I expect to see Mr. Kuryakin tomorrow to explain things." That elicited a growl out of Illya and a deadly glare that Solo ignored.

"Yes sir. Solo out." He closed his communicator and glared back at his partner. Illya was definitely looking the worst for wear. "Illya you know you have a lot of explaining to do."

Illya just looked up and sighed, nodding his head in agreement not wanting to face it. Napoleon grabbed a chair and waited next to his friend while he went back to sleep. 15 minutes later the Zoo keeper Daniel's came in. He was the one that first helped with Illya and so had the most experience with the prickly cat.

"Mr. Solo may I have a word with you?" Napoleon looked up before standing and going to him. They walked to another room so they could talk in private.

"Mr. Solo we are looking forward to this addition to the zoo. We were not expecting it but we are more then ready to accept them. We want to study lynx's and to also get cubs will be wonderful as well."

"Uh Dr. Daniel, I wouldn't get your hopes up to much. I have a feeling that Illya may have promised them they could go home if they so choose once the mother cat is better."

"WHAT! But this is an excellent opportunity to study these cats."

"Whatever you think but just to let you know I think Illya is planning on staying with them for as long as he needs too. Don't think he won't."

"Well we will take care of that if need be. He can be assured that we will take very good care of them. They won't have a thing to worry about from now on."

"We'll see doctor." Napoleon didn't like his attitude and determined to keep an eye on all the people here so they wouldn't try something tricky. If they did he didn't think they would survive the experience Illya would give them. He left the room and joined his partner.

The next day was a very interesting time. Illya decided to stay with the female even though his boss wanted him in to explain. He figured he couldn't talk normally anyway so it would be a moot point. He had also promised her he would stay by her side. She had woken the previous day and immediately looked around for her cubs and her protector. Finding both she stayed calm. She didn't trust the humans but she would put up with them for her cub's sake. Once she was awake the whole family was moved to a larger kennel. Illya stayed with them always within eyesight.

Today now she was getting her first feeding at the hands of the people. She somewhat liked the feeling of not having to hunt all the time. Illya just smiled the way a cat smiles. The cubs sniff around exploring everything. They were about 3 months old and were just a bundle of energy. Illya offered to play with them to save her the energy and she agreed. In fact he was playing with them and his back was turned for an instant away from the playpen when the command came. "AGENT KURYAKIN! REPORT!"

Illya jumped in startlement and turned quickly. He gulped when he saw his boss standing on the other side not looking too happy. The cubs picking up on his nervousness hissed and assumed defensive positions. The mother hearing the distress noises coming from her cubs began crying out and attacking the cage, trying to get to her cubs. That set the other animals off in the infirmary and in just a few minutes the whole medical section was in an uproar.

Illya grimaced at what he had caused. Taking a deep breath, he closed his eyes and concentrated. He then let loose with the most powerful roar he could manage while projecting an absolute command for silence. It worked. Strongest with the cats, but the other creatures obeyed as well. When silence had been restored Illya nudged the cubs into a corner and told them to be quiet. Then he walked to the door and waited for it to be opened. His boss considerately opened it for him but never let his gaze change. Illya limped over then sat at his boss's feet.

"Well Mr. Kuryakin. It seems you think you can just disobey orders when you wish. Is that true?"

Illya shook his head no.

"Then why did you fail to come back to command and explain?"

Illya nodded to the cubs and also the mother who was glaring at his boss. Mr. Waverly looked at both cages and he seemed to sense something from them. His gaze softened and when it returned to his wayward agent the anger was no longer there.

"Alright son, I understand. You can stay here to take care of the animals but there will be an agent here with you at all times to help. Also that agent will be from section 3. No sense in wasting section 2 talent watching animals." He looked around again and then said in an aside. "Also gives Mr. Solo a chance to catch up on his paper work."

Illya looked up startled. His boss never teased him about his partner's paperwork. Just complained when he wasn't done in time. Illya looked around at all the keepers that had come in during the disturbance, to check on their charges. Some were still amazed at the control he had displayed. He wasn't too happy since it really hurt his ribs but it needed to be done. Illya looked up at his boss wondering what he wanted him to do next.

"Mr. Kuryakin, I am going to instruct all the employees here to call you Radcliff and I am also going to make sure they understand that for all intents and purposes I own you." They both grinned to themselves for they both knew Uncle owned them. "Also the agent coming to guard will call you Radcliff as well so there is no confusion."

Illya nodded in understanding. Illya looked over at the mother then the cubs. The cubs were slowly getting over their nervousness and coming to smell the interesting person that smelled like the male a bit. Illya looked at the mother then came to a decision. He went back to the cage and opened it with the side of his nose. Grabbing the only female cub he paced over to his boss. The cub squirmed but a warning growl silenced her. He held her up to his boss.

Mr. Waverly actually looked startled but quickly reached down and picked the cat up. She was the most behaved of the trio and with Illya controlling her didn't cause too much mayhem. His boss petted her for a few minutes, smiling with affection at the young and cute. Then he put her back into the cage. With a final look at his number two of section two he left the scene. Illya turned as well to join his charges.

The next two weeks flew by for Illya. The agent assigned to him as backup was a lovely young lady with a real affinity for animals. The cubs took to her immediately and even the mother would tolerate her. She also became a favorite with the staff for she was willing to help with small chores and learn whatever they were willing to teach her. For all that she never let her guard down. She was on the alert and had even spotted a couple of Thrush agents. The last two were observed for a time but it looked like they were just enjoying a day at the zoo. Even Thrush agents are human.

News had spread somehow about the new residents and many people wanted to see them. The people were always told that they were in quarantine. Illya didn't want to have anything to do with the zoo crowds but he could feel that some of the keepers would love to put the whole family on display. Illya had a hard time keeping the animals out of the publics eyes. The mother was not sure whether she wanted her family to stay here yet. She was an older female and this would probably be her last litter in the wild if she went back. Illya made sure not to pressure her in her decision.

Tonight the toxic brew as his partner teasingly called it would be finished. Hopefully in 24 hours he would be a man again. Illya walked to the cage that housed the mother cat, opening the door he went in. She looked up at him from her cleaning and he felt her welcome and friendship.

** Well mother I have some very important things to talk to you about tonight. ** He projected to her. He had found that with his close presence to her he was able to communicate better and better. He also found that his projective communication with all the feline species was growing.

She looked at him attentively. She trusted him after watching how well he took care of her cubs.

** Tomorrow I have a very important appointment. You know that I am not like any other cats you have ever known. ** He waited for her affirmative before continuing.

** I was not always a cat. I was a man at one point. Just like the dark haired man that comes in and sees me. The one I trust completely. Well I may be able to change back tomorrow. I like this form but I do not always want to be this way. Now I made a promise to you to stay until you feel safe. I won't go back on that promise if you want. ** He looked her in the eyes and she could feel something just below the service. It took a moment for her to figure out but she realized it was duty. Duty to her and duty to his job.

** I would like to know what you would like. I will stay like this if you wish until you are healed which should be another 3 or 4 weeks. Also I will keep my promise to let you live your life and take you and your family back to your territory. I don't want to rush you but if you could make some decisions by morning it would make my life a whole lot easier. ** He gave her a rueful half smile.

** Whether human or cat, I will still keep my promise and you may call upon me if you have need. I don't promise that I will always come right away for I may have other duties to perform but I will be there to help you anyway I can. ** With that he stood to allow her to make her decisions for his life.

Morning came and Illya rose from his bed just out of sight of the door. He stretched long and slow, then he went to the she cats pen. To his surprise she was standing there waiting for him. She indicated she wanted out. He opened the cage and watched her. She went to the middle of the floor and began to pace as best she could with a limp. Illya waited her out.

Finally after what seemed hours but was only minutes she turned and looked directly into his eyes. Illya started but didn't hesitate in returning her attention. When she had it, she projected all her feelings to him. She could not talk to him like he could to her but if she projected her feelings strongly and clearly enough he understood. He was understanding now.

Illya reeled back under the onslaught of her feelings for him and her situation. She respected him like she had never respected any other creature. Because of that she could not deny him the chance to go back to his nature. She had also made the decision to stay with the humans. She was getting old and wished that for once she could enjoy watching her cubs grow and not worry about their protection. The cubs, because of Illya's influence, had grown attached to their handlers and would be happy here. She also liked that she didn't have to hunt her food even though she missed it.

There were some conditions attached if he didn't mind. Illya just sat and waited for them. She sent that she did not want to be seen by more people until she was completely healed. Also the same for her cubs. She wanted to be there in case they became scared. She wished for him to visit her and maybe take walks if they could.

Illya looked at her and promised he would come and visit her. He also would make sure that she was happy here. If she wasn't he would correct any problems she had. She was satisfied. At that point the rest of the keepers came in and spotted the two cats standing in the middle of the floor. They looked up, then the mother cat returned to her pen. Illya went back to his bed to wait for his partner.

An hour passed before he showed up.

"Well Radcliff, how are you this fine morning?" Napoleon wasn't paying him much attention since the zoo's resident bird handler had just walked in and she was very lovely in his eyes.

Illya rolled his eyes then looked to his cat friend one more time. She just nodded her head more interested in breakfast now that her decision had been made. Walking over to his distracted partner he began rubbing himself all over his light gray pants. It only took the CEA 2 minutes to figure out what was happening and look down. To his dismay the damage had been done and there was yet more cat hair on his trousers.

"Damn it, not again. That is coming out of your pay young man." Napoleon only somewhat mock growled. Illya just grinned up at him. Then sobering he walked over to where his leash was kept for the few times he needed to go out into a place where the public might see him. He indicated he was ready to leave.

"Alright my friend lets go." He clipped the leash on and said their good byes for both of them. Illya looked over his shoulder and silently promised her he would be back. Then together the famous UNCLE pair walked out the door.

"Well Illya, Napoleon the blood samples we took from you seem be reacting properly. No negative affects that we could see." Dr. Morgan looked up at the pair and smiled.

"Illya we have a room set aside for you if you want to go through with this?" He put down the chart that he was looking at and continued speaking.

"One thing that I don't like, is we never were able to figure out what was in the gas that changed you in the first place. I don't like trusting that Thrush agent but he seemed to know what he was talking about and he was being honest. He said it should take about 1/2 an hour for you to change back. So want to go through with it?"

Napoleon looked thoughtfully at his partner and saw the determination in his eyes. He grimly followed his partner as they walked into the room set aside for Illya. He looked around and noted there was no bed but a very plush mattress on the floor.

"What's with the mattress? You don't expect him to sleep through it do you?"

"I really have no idea what to expect. That little bird only sang so much. We've tried but he really doesn't know much. I think they kept a lot of people in the dark about the procedure." He went to the king-size mattress and pushed it up against the wall to get more room.

"Now Illya if you would lie down here, I will give you the injection. Napoleon please wait outside."

Napoleon went to leave, not very happy about it but a pull on his leg stopped him. He looked down and found his partner holding him. Illya looked up and wordlessly asked him to stay. He wasn't scared so much but he was somewhat nervous. Napoleon smiled with affection at his friend and nodded. He walked over to the mattress and sat on it with his back to the wall.

"Illya has asked me to stay, so stay I shall. Give him the injection." Then to Illya he said. "Don't worry my friend you'll be fine."

Illya himself climbed up onto the mattress and laid down on his side. He closed his eyes and nodded to the doctor. The doctor knelt down and gave him the shot in his flank.

"There you go Illya now all we have to do is wait. I am hoping this will work for you." Then standing he left the two together to observe on the other side of the glass.

"Well Illya. If you feel up to it I'll take you out to a nice restaurant after this. I will even pay for it." Illya looked up at this and gave him a disgusted look but he was smiling with his eyes.

Time passed quickly, in 15 minutes Illya began to feel a heat moving through his blood stream. As time went on it kept getting hotter and hotter. Soon he was groaning and closing his eyes tightly in pain. Napoleon watched in concern, wondering if he needed to call the doctor. He also couldn't see any change in his partner. The half-hour time frame came and went and now the medical staff were alarmed as well. The doctor and nurses came in checking his vitals. When an hour passed they started to see changes. His paws began to change slightly to fingers and toes then to hands and feet. But as the changes happened it was clear he was in more pain. He would cry out and try and attack the hands that touch him. Heat was radiating off him. As his legs began to change into arms and upper human legs there came a stillness in the prone body. Napoleon watched more anxious then ever that his partner make it though this. Then just after 10 minutes of quiet the most horrible noise began to emanate from Illya. He would not stop screeching. His whole body started going into convulsions and violently shook the fragile frame. The doctors decided they would have to give him something otherwise they might loose him. As they were preparing the drugs that would calm him down and reduce the shaking they heard a noise.

"No drugs." The voice croaked. The whole room looked down into pain filled blue eyes. The body had not stopped the convulsions but the tone was firm. Illya was only half-changed giving him a half human/half cat appearance. He tilted his head back and looked through blurry eyes and made out his partner. He was barely conscious and knew he wouldn't stay awake for much longer. He only spoke a single sentence before passing out.

"Brother I think I could use some help."

He was gone after that.

Napoleon started at what Illya had said. They never talked about that name in public. He took one look at the shaking body and as gently as he could pulled his head into his lap. That started him on the longest six hours of his life. His world narrowed down to the man he called brother and he would support him for as long as he needed too.

As the shaking and the cries went on and on, Napoleon would just stroke the black head crooning softly to him. Mr. Waverly had come down when he heard the problems his agents were facing. When he noticed Napoleon talking to the younger agent he signaled for the speaker to be turned on.

"There there little brother. Be calm, it's almost over. Easy little brother I'm here for you." Napoleon just looked at a point on the wall as he talked softly to the other man.

As the hours passed Napoleon didn't stop calling him his little brother nor did he stop stroking his head. As the hours passed he did notice a change in the hair under his hand. He looked down and found streaks of blond peaking through the dark hair. He found him almost changed back to normal. All that was left was a dark fur covering on his body. Otherwise all arms, legs, ears and other body parts were in the proper places. Also the convulsions seemed to have lessened.

"Easy little brother, your almost there. Listen to my voice. Concentrate on that. Little brother easy, relax, I'm here for you." Napoleon crooned gently to his partner. "Breathe little brother, don't worry your safe. Just a little longer little brother. If your good I'll take you home again. The family would love to see you again, little brother. Be good and hold on. Listen to my voice"

Finally the shaking stopped. Napoleon looked down and found his partner back to normal. No longer was there any black fur or tails or claws. Illya gave one last surprised stutter and opened his eyes. All they said was thank you.

Mr. Waverly thought often about what was said between his top two agents. He was not worried about them being friends and he didn't question their loyalty but he did wonder about where the little brother name came from. Once the young man recovered he would pull his CEA and ask him to explain himself. He really was quite fond of the pair but took means not to show it. Couldn't show any favoritism among the agents. But this time he thought that they both could use a little time off. This was not anything in the way of normal dangers encountered in the field.

Illya woke two days later. He was completely exhausted and wasn't quite sure where he was.

"Well it's about time you woke up. You had all of us worried." Napoleon reached over to press the call button. "Now you get the fun of explaining what all that nonsense was about."

Illya looked up not understanding what Napoleon was talking about until the doctors and nurses swarmed in. He had time to throw his partner a dirty look before being bombarded with medical staff. Napoleon stepped back and watched with amusement as his partner was poked and prodded. Illya tried to growl at the intrusion and did a pretty good job of it. If only he wasn't so tired so he could put more force into it.

"Illya how are you feeling?"

"Mr. Kuryakin, please tell us if you can how you felt during your changing."

"Mr. Kuryakin I want to take another blood sample."

"Illya listen to me it is very important you answer our questions." Dr. Morgan who looked sternly at the Russian agent ordered.

Illya meanwhile refused to say anything other then he was fine. He wanted to go home and rest, the doctors had other ideas. They wanted to study him and compare their notes from before and after the transformation. They wanted to know why the drug took so long. Why he had such a strong reaction to the antidote.

"I don't know why I had such a reaction. I don't know why it took so long. Go away. I don't want to talk to any of you any more. Leave me alone. NAPOLEON!" he finally shouted.

"Now now tovarish let the nice people work on you." Napoleon kept the amusement out of his voice but his eyes betrayed him. Along with the concern there as well. Illya relented and answered what questions he could but his answers were short and precisely answered. Finally he couldn't keep his eyes open any more and the 10-minute interrogation ended with him firmly closing his eyes and willing himself asleep.

Mr. Waverly took note when it was reported that Illya had woken but since he did not stay awake long decided to stay in his office. The doctors insisted that they run a full physical and physiological test on him. He didn't know if he would actually need it for he had kept his mind during the entire ordeal. He would just take it as it came and go from there.

A week later found Illya still in the infirmary and still cursing all people who worked in the medical profession. All his demands to go home were ignored in favor of asking him many questions about his experience. Finally he employed his time-honored skill of silence. All questions about his experience were ignored. He only asked one question and that was when he could go home.

"Mr. Kuryakin you will answer our questions. It is imperative that we know how this experience affected you so we can help you properly."

"I am fine! I didn't lose my mind you idiot! I am just tired and want to go HOME!" Illya finally lost his temper and shouted at the doctor.

Just at that moment Mr. Waverly and Napoleon Solo walked in. Napoleon smiled in humor at his partner's antics, while Illya quickly looked down in embarrassment that his boss had seen him. Mr. Waverly had over heard that last statement and smiled to himself.

** Yes definitely time to send him home. He is stressing more here with the doctors "care" then he would at home. ** He cleared his throat to take command of the situation.

"Ah yes Mr. Kuryakin. It seems that you are eager to return home. Dr. Jenkins I don't think that will be a problem. Mr. Solo here is willing to take him home and watch him for a few days. Isn't that correct Mr. Solo."

"Yes sir."

"But Mr. Waverly it's important that we study him and try and figure out what happened to him."

"Nonsense, he was perfectly within his senses at all times. He just could not speak to us at the time. You have had him for a week and been asking him the same questions. If he continues to have problems he will report to you otherwise he is free to go."

If Illya wasn't devoted to his boss then, he was devoted now. He couldn't wait to get out of here. The doctor left in a huff while Illya flipped the blanket off and slid his legs over the side of the bed. Napoleon handed him his clothes. Alexander Waverly watched in amusement at the second nature way they helped each other. Earlier in the week he had talked to Napoleon about the name little brother and was pleased with the answers given. It was about time the little Russian spy had a family.

"Alright Mr. Kuryakin you may go home if you like but on the condition that Mr. Solo accompanies you and stays with you for the next few days. You are not required to stay in your apartment, but I want Mr. Solo with you to make sure you are safe." He looked at both his agents and grinned to himself. Illya was happy but disgruntled that he would have a babysitter for a few days. Napoleon was just glad that his friend was safe and he would have a few days to spend with him.

Dr. Morgan walked in at that point and grinned at the three men. "I figured you wouldn't be here much longer. The others wanted to keep you but they haven't known you long enough." He chuckled to himself. "Well young man here are your discharge papers. Now seriously if you do have problems you are to tell us instantly. We want to document what happened to you as best we can in case this ever happens again."

At that statement Illya looked up and there was a very peculiar smile on his face. It wasn't one that Illya used often. It disappeared quickly as he finished dressing.

"Well if that's it I want out now." He then strode to the door. The only evidence was the slightly slower pace he used to walk out. Napoleon followed after him grabbing the discharge papers. Alexander Waverly and Dr. Morgan watched as the top agents left medical once again.

"Well Alex how long do you think it will take before they get into trouble?"

"With them who knows. Probably as soon at they leave the building." They both chuckled then left to take care of their businesses

Napoleon walked slightly behind his friend but other then the slow pace he seemed fine. They went down into the parking garage and walked to Napoleon's red convertible. Illya sat in the passenger seat while Napoleon took the drivers.

"Well old man where do you want to go first?" He asked while starting the car up.

"The zoo. I have to check on the cats." He looked out the garage enjoying his first sight of freedom in a long time.

Napoleon was surprised by this but decided to humor him. Something had gone on between the cats and his partner and he was just as interested to find out what. He pulled out of the lot and headed downtown to the zoo. With traffic it took half and hour to get there and find a spot to park. They entered, Illya flashing his badge for he didn't plan on paying fare when he was coming to check on a patient. The ticket lady wasn't too happy but when Illya started to call out each doctor's name he was here to talk to she finally let him and Napoleon through.

Illya walked with confidence to the building that had been his home for the last two weeks. He was just getting ready to knock on the door to the building when it was thrown open and a person rushed out with a panicked look on her face. Illya and Napoleon pulled their guns and charged into the room. It was pandemonium, people were yelling and trying to get to safe locations. The agents looked around and found the source of the problem. The mother cat was trying to defend one of her cubs that had gotten hurt. The doctors were trying to shoot her with a tranc dart but she was in an awkward position.

Illya took it all in, then sprang into action. He roared out a command for silence, which was obeyed with surprised looks. The mother cat whirled around to face him and Illya met her eyes. A look Napoleon had never seen on his partner's face was directed at her. They both maintained eye contact until the mother cat settled down and stopped growling. Illya immediately went to the cub that had been hurt and picked him up. Gently placing him on the exam table he looked up at the doctors.

"Well what are you waiting for. Snap to it. She won't hurt you now." Then standing back against the cages he watched as the little one was tended too. The female came and stood just to his right looking at him then back to her cub. The cub had just jumped onto a branch and had a thorn in his foot but it was painful enough that he couldn't walk on it. The doctors quickly treated him then put him back into his cage with his mother and siblings. The zookeepers looked at Illya and Napoleon with mixed emotions on their faces. Some angry, some confused, some just smiled. It was finally Dr. Daniel who stepped up to the agents.

"Mr. Kuryakin I presume?" He asked with his hand extended to the now blond agent.

"Yes." He took the other mans hand and gave it a quick shake then went back to staring at the mother.

At least that is what Napoleon thought. That strange look was on his partner's face again and he didn't know what to make of it. The mother was looking just as intently at Illya as well. They kept up the staring match for a few minutes then Illya shook his head and looked up at the people watching him.

"She wants to stay." He announced. "She wants her cubs looked after properly. She knows they like it here." He stopped for a moment to watch the reactions. Dr. Daniel was the first one to speak up.

"That's great. I have been preparing a special sanctuary for her and her family and I hope it is too her liking." He was beaming now at the chance to finally get to work with the cats the way he wanted to.

"There will be some conditions."

Dr. Daniel's lost some of his smile.

"One is I inspect where her and her family will be staying. Two that she and her family will not be put onto display until she is better. Three I am to have access to her whenever I want in sickness or health. She trusts me as she trusts no other. I also plan on checking up on her from time to time to make sure she is feeling well. I don't need a key to the zoo, but I wanted to make those conditions clear." He stopped speaking and took in the crowd that was watching him.

Dr. Daniel's wasn't one to bypass opportunities when presented with them. The deal the agent was making was sound and didn't interfere too much with the workings of the zoo anyway. He could understand how he felt about this cat when he had been with her for so long. It was a very easy deal to make.

"That is fine with us. If you like I can show you the display right now."

"That would be fine." Illya said with easy calm. Both agents followed the keeper out of the medical section and to the section of the zoo where the cats were kept. He showed him to the section the cats would be living in now.

"Well gentlemen this is the place I have set aside for her. The front and sides of the enclosure is made with reinforced steel, for her protection and ours. We have been bringing in many different plants and limbs from the area you said she came from. We will be blocking a lot of the outer parts of the cage with brush and trees to give her more privacy." He stepped back as Illya pushed him out of the way and started to inspect the area where the mother cat would be staying.

"This will be good for a time but she is going to need a larger area for she is used to running free. If it is not increased in size by three times I will guarantee she will not want to stay here and I will find another place to put her." He looked up at a branch then bent his legs and jumped up it. Napoleon watched in amazement at his partner's reflexes. They had improved since his transformation from cat to man. He watched as he climbed as high as he could. When he was at the very top of the 15-foot enclosure he jumped effortlessly from branch to branch that was attached to the roof. He inspected each limb to make sure that all was secure then quite easily jumped to the floor landing on all fours and rising smoothly to his feet and grinned at the startled looks on the men's faces.

"The height will be fine but something that will allow her to run along with her cubs will be needed. Also I have a gift to give her when she is ready to move in. Make sure the arrangements have been dealt with. Napoleon we have other things to take care of." Then he whirled on his heel and walked out. The doctor just looked at the senior partner who smiled and followed the blond man.

Eight weeks had past, and now the mother cat and her brood were ready to move into their new home. The improvements had been made with not to much grumbling on the parts of the staff. Her old log that she had made into her den was somehow found and turned into her new home. There were many places to hide, perch and even run. Many branches the whole family could jump from just like in the wild.

The mother cat was nervous. She could feel the excitement in the air from her new keepers and wasn't sure how to react. Her leg had healed but at a price. She would always walk with a limp and she was grateful she was here so she could watch her cubs grow up in safety and maybe even teach her new family about their kind. She wished the dark one would come, he promised he would. She was looking forward to getting out into some fresher air and seeing her new home.

"Napoleon take this and meet me at the new lair. I am going to pick up the lady and her brood."

"Are you sure you don't need any help?"

Illya raised and eyebrow and smiled his 'I know something you don't know' smile before replying. "Yes I will be fine. Please just take that and wait for me." He then turned to pick up his charges.

Napoleon looked at his retreating back wondering what was on the blond Russians mind. His partner had picked up some strange habits since his return to manhood. But it just seemed to enhance his already incredible skills. Twice it had saved his life on missions they had taken and it also seemed to help him avoid getting hurt as often. Shaking his head he walked down the hall to the new den.

"When are we going to move her?" One keeper asked.

"Already there is a crowd waiting to see her. Once it was announced that we had a lynx family here many people in New York wanted to see them." Another piped up.

"Unfortunately we have to wait for that blasted Russian. He made me swear not to take her to her new display until he got here. Of which he is late." Dr Daniel's swore under his breath waiting for the infuriating man to show.

"I am not late, you are early Dr. Daniel's." Came a voice from behind him. The doctor turned quickly and stared at the blank face of the agent. There was no emotion that he could see there and he was not used to it. He didn't realize that it was his normal face and he didn't merit in Illya's eyes as receiving anything else, he was a doctor after all.

"If you are ready I will take the family to their new home. My partner is already there waiting for them." He then slid around the keepers and walked over to the cage that the family were staying in.

The mother cat looked up at the one she called the dark one and smiled a cat smile. She was feeling safe now and ready to venture out to her new home. Illya knelt down and unlatched the door. He stepped back and waited for the mother to come out.

"Step out of the way please. I want to walk her to her new home."

"Are you sure that is a good idea? This will be all new too her and it could go bad?" One of the junior keepers asked.

"She will be fine. I have her under complete control along with her cubs. They will not hurt anything or anyone. You need not be afraid." He then pointed to the door and asked if they would like to come with him.

It was a most interesting parade they made. For the first and only time a large cat was let loose on the public with no visible restraints. Illya led the parade and his cold stare made room for them and kept most of the public at bay. The mother walked proudly by his side with the three cubs fanning out. They looked to the man walking beside their mother and he nodded his head. They walked up to the crowd and slowly began to sniff them. When they showed no fear of being petted many stuck out hands and were rewarded with the memory of petting a live lynx. Illya took it slow so that the cubs could get used to the attention and the people could get used to seeing the cats.

For 15 minutes they walked through the zoo, allowing the visitors to see the proud beasts as they went to their new home. Illya kept an eye out for Thrush but with as many agents as they had covering the place and all exits covered he wasn't too worried about them. When they finally reached the cat sanctuary the keepers watched as Illya somehow silently called the cubs to order. They didn't want to come for they liked the attention but a command from their mother was enough. Illya opened the doors and let the family inside. He led them down the corridor and to the door that would house them.

"Well my Lady here is your new home. I hope you like it. I even have a house warming present for you." He smiled for the first time at the cats. The keepers were amazed the agent knew how to smile, even if it was only a slight up turning of one corner. He walked into the room put up a hand to keep her from following him.

"My Lady I have a little present for you. Call it a house-warming gift. Napoleon please." He reached for the article that Napoleon carried in his arms and with a flourish spread it out on the floor right before the entrance on the display side. The mother cat looked down and let loose a loud yowl of triumph. It was now a rug, but it used to be the bear that had caused so much trouble for her and her family. Then she proudly walked on and over the now defeated creature. He was where he belonged under her so that she may walk over him whenever she wished. She looked up at the dark one and her looked proclaimed her satisfaction.

Illya looked down at her and then motioned for the cubs to enter as well. They family came in and began to explore their surroundings. Illya nodded to one of the keepers and he pushed a button that opened up the display to the outside. Illya had bullied them into installing a cover so when the cats needed privacy they could have it without leaving their home. It opened silently and the crowds could look inside now as the family began to explore.

"Well Mr. Kuryakin. It looks like this was a resounding success. I trust you will not be driving the staff crazy with more demands now that they are going to be here permanently?" Asked Alexander Waverly as he walked into the display himself.

"No, I will check up on her, but if she needs anything she will find a way to tell the staff. Her needs are simple. She just wants to live in peace and watch her cubs grow into strong cats."

"Very good young man. I expect you back to work at 8:00 am tomorrow."

"Yes sir."

With that Alexander Waverly left the younger men to watch over the family as he went to try and keep control over chaos. The crowds were avid to see the new comers and there was actually a line formed so people could look. Near the end of the day the mother cat came over and looked into Illya's eyes once again. Napoleon saw that unknown look once more and meant to ask his partner about it. After just a few moments the mother left to take a nap in her log den and Illya stood.

"Come Napoleon. It is time to go home."

"What about your friend?"

"She will be fine. She is looking forward to her life here and wanted to thanks us for that chance."

Napoleon looked at the mother cat sleeping in her den. Then looked at his transformed partner.

"All right my friend then I think we should be getting out of here. We have a long day tomorrow if I don't miss my guess."

Illya smiled one of his half smiles and followed his partner out of the display. The crowds meanwhile kept coming for days to watch the new residents and all were happy with how their lives had turned out.