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The animal, furred and spotted and revealing long fangs and sharp claws on each of four feet, sprang out of the grass. Leviathan, slow moving and slow to react had hardly moved before it slammed into her thickened neck and chest, clawing at the leather and rupturing the vessels which transported her blood and nourishment around her body. Leviathan bled for the first time, the thick white fluid exposing itself to the alien atmosphere and quickly solidifying even as the animal slashed at her with her claws as it sought to gain purchase on her neck, where it had buried its long fangs.

The pain was a shock to Leviathan, but it did not debilitate her or her thoughts. In a moment, the grass-eater could tell that the pipes she had been using to transport air and food had been crushed and partly severed by the teeth of the predator. With a thought, Leviathan shut down unnecessary processes inside herself and opened the pores of her skin to allow air and oxygen in. Leviathan would need further modification to be able to subside on the greatly reduced oxygen input from her skin, and even more modification to be able to do without oxygen entirely, but at least she was not in danger of losing consciousness immediately, which seemed mostly inadvisable in the current predicament.

Leviathan lifted her head away from the thing biting her and tried prying it loose with first one fore-claw and then the other. But her hands had become broad, weight bearing things in the recent days and blunt clawed. The large cat on her front ignored the feeble pawing and remained latched to her, claws like hooks in her flesh even as it ripped and tore the structures in her neck with its fangs, increasing the blood flow which now dripped liberally onto the ground. Obviously, Leviathan did not wish her hard won fluids to be lost in such a pointless way. Leviathan tried tossing her body back and forth, to knock the predator loose, but this seemed to have even less of an effect. Leviathan's body was large, round and awkward. She could not even develop a decent whip-like motion with anything but her long tail. And thinking of it, Leviathan attempted to employ that limb next, reaching all the way around the length of her body and developing speed along the way to bash into the light body of the animal attempting to subdue her.

Leviathan hit it as hard as she could, which was not very, but with more force than she had been able to summon so far. The end of the tail struck the cat, which produced a yowling, complaining noise from the animal, but it stubbornly refused to loosen its hold, even as she thrashed it again and again with the long, flexible tail. The cat obviously grew sore as its grip tightened and loosened alternately as the struggling went on, minute after grueling minute. After a while the cat seemed to grow fatigued, just from the effort of clinging to her body and biting her neck. But Leviathan was slowing down too. Her blood oxygen content was now low, and she was unable to sustain the normal aerobic processes that sustained her - relatively - fast, energetic movements. More, she had lost a large portion of her fluids and her blood pressure was dropping to a dangerous level, as the cat continued to reopen vessels after they'd sealed themselves. Leviathan found herself struggling to hold onto consciousness and for the first time felt something akin to the fear that the animals all around her expressed daily. Leviathan whacked the cat weakly for the last time, but still it did not give up its hold. Leviathan desperately wanted to take a breath, but of course, that tube could not be used in its current state.

In desperation, Leviathan thought about what she could do, what advantages she had over this predator. But until now, nearly all her thought had been bent to increasing her digestion and ability to feed. She had accomplished that but now, she realized belatedly, she was also nearly defenseless. Leviathan was currently little more than a large stomach on four, thick, slow moving legs. Only now did she see the folly. 'But maybe there is one thing...' thought Leviathan as she attempted her last gambit. The grass-eater began to fold her front legs, collapsing onto the ground and putting as much of the cat under her as possible. She kept her rear legs up as she smashed her chest to the ground, the cat caught underneath. It yowled and struggled under Leviathan's mass. Despite the fact that she nearly doubled the weight of the predator, the cat had an astounding amount of strength within its compact form. It ripped further into her hide, finally releasing its hold of her neck and biting her elsewhere. Blood seeped between the ground and herself, soaking the cat. It was difficult to keep the cat pinned, but Leviathan knew she must if she was to subdue it and keep it from getting up and using its speed against her again.

But shortly after the struggle began, it began to diminish and the form of the predator under the mass of her stilled and then became limp. 'How odd...' thought Leviathan as she lowered her hind legs to the ground and rested on her large midsection, lacking the strength to stand at the moment. Sniffing and studying the corpse of the predator, Leviathan finally decided that it had died due to a lack of oxygen. 'How foolish,' thought the smallish grass-eater 'to rely solely on breathing air to sustain oneself. Not only is this one unable to maintain fast movement without oxygen, but life itself cannot be sustained either." Later, Leviathan realized that by severing the pipe in her neck, the cat had sought to render the same fate onto her. Leviathan solemnly regarded the limp creature, then wished she could partake of the rich flesh it had left behind. She would need to recover from the wound in its neck, first however.

Leviathan recovered from the wound at a modest rate. Not breathing was the greatest hurdle as Leviathan quickly adjusted the metabolism of her cells to use oxygen much more sparingly. Sadly, Leviathan's previous meal began to rot inside of her, which was an unpleasant feeling as the gasses built up with no where to go. Leviathan was forced to reconnect the esophagus first and then expel the vast contents of her midsection, leaving her appearing deflated and with a stinking mound of partially digested grass before her. Still Leviathan could not bring herself to rise. For another planetary rotation, she laid on the ground, utilizing the solar energy falling on her and the chemical energy of her tissues to repair the damage to her body. By the end, she had lost nearly a fifth of her total mass before the attack, not including the lost meal, and was dehydrated.

With a restored neck, however, Leviathan tested out the healed neck tubes by opening her jaws wide and introducing the smaller cat to the confines of her body. The environment had started to break down the body of the cat, but it had gratefully picked up a number of visitors which Leviathan happily included into her meal. It was a little difficult, as Leviathan had not designed her jaws or neck for feeding in such a way, and the cat got caught halfway down her gullet for some time after she started. Leviathan, however loosened up the muscles and membranes of her neck though and then slightly unhinged her jaw to allow the passage of the torso of the cat down into the slick darkness of herself.

Leviathan isolated the cat into its own pouch as she set about examining the fur and meat of the cat for the most efficient means of digestion. After it was sealed away, Leviathan turned again to the semi-solid and reeking remains of her former meal. She bent her head and began to reload herself with what she could salvage, not savoring so much as simply unwilling to let unused biomass go when it was this handy and already partly digested.

By the end, though Leviathan's skeletal frame was very much visible under her diminished hide, her belly was again distended and hung low between her knees. It was a hindrance to carry so much extra weight around, more than the entire weight of the rest of her body, in fact, but Leviathan could not move much faster on her thick, bowed out legs anyways and she would need the Calories to make some modifications to herself to counter the future threat of similar predators.

Leviathan decided to learn from the animal who had nearly defeated her and made out of herself a meal. For the transformation, Leviathan buried herself in the ground, leaving only her nostrils exposed. Inside her sack of skin, she felt her muscles, bones and tissues soften and de-differentiate, unleashing their infinite potential. Cut off from the sun, but in relative safety, she exhaled her precious carbon for the first time rather than inhaling it to build out her mass, burning through her stored chemical energy.

The large cumbersome belly, though useful for constant grazing had to go, but such a food source as the great plain could not be ignored fully, however. Inside her, Leviathan formed two tracts for food, one for meat, and the other for grass. She canibalized the great mass of the gut into something much more streamlined and transformed the material into muscle with which she clad her lithe powerful legs and back. The tail, she narrowed, no longer muscular and much more resemblant of the cat. Leviathan shortened her neck and grew long fangs with which she could defend herself, sharp claws as well on the shortened digits of each foot. She kept only two sets of molars at the rear of each side of her mouth to assist with chewing grass.

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By the time that Leviathan emerged from the ground and shook herself clean to once again dine on the energy of the sun overhead, she had lost another third of her total mass. She was also ravenous and hungry for more than the grass of the plain.

The animals of the plain were the fruit with which Leviathan sustained herself, but it was a constant challenge to keep herself fed and required the use of all of her mental faculties everyday. It was exhilarating for sure, but also grew to be exhausting over time. Leviathan found that she needed to take some days off here and there, regardless of hunger, just to rest her mind from the constant strategizing and alertness necessary to succeed in the hunt. The predator's life, as it turned out, was fraught with its own risks and dangers, just as the life of the herbivore as Leviathan had found out by accident.

It took many more rotations of the planet to learn how to be an effective hunter in this environment. At first, despite the modifications, Leviathan found herself unable to catch enough game to sustain herself. She expended energy recklessly through her large, hungry muscles, but her successes were dismally few and seemed more related to chance than to actual skill. Once she took a sick, elderly ungulate and was only barely able to keep hold of her meal by dragging it up a tree from a band of larger, noisy predators, as she had seen other cats similar in size to herself do. And there was also the infant grass-eater taken in a moment of opportunity when it had wandered far from its peers. Leviathan had clumsily broken its neck in her jaws, but not before receiving a nasty kick to the face which ruptured many valuable cells and vessels under her hide. Leviathan only avoided starving by chewing grass most of the night and sunning herself during the day, though naturally her new, slender form could not eat nearly as much as before without pausing, which made grazing a tedious, less rewarding affair.

After a time, however, and seeing how the other predators made their successful hunts and gambits, Leviathan learned from their strategies. She learned how to stalk and how to recognize weakness in her prey which was less obvious than the most ancient specimens. She learned also, from the other predators how to go about unseen for she was still not large in comparison to the more fearsome animals on the plain. Time taught Leviathan how to live in this environment, and with the daily struggle for survival, she increased her successes at the hunts, both in learning how to avoid poor opportunities and how to make better ones. When her Caloric intake increased sufficiently, Leviathan was able to divert resources from merely keeping herself alive back to growing again.

Living on the death of other creatures such as herself brought with it a mild cognitive dissonance within the leathery sauropod. Although Leviathan told herself that the creatures who walked on the plain were little different in their composition than the plants around them and had no more or less right to life than the plants she had taken freely, the actual lifestyle of taking animal life felt different on an emotional level. These creatures struggled with all of their power against the fate that Leviathan sought to deal them, and as likely as not, they were successful. It took all of her cunning to subdue any of them, even when they were less than fit, even when they were newly born from their mother's wombs. Why struggle so fiercely against what was inevitable? Leviathan was unable to empathize completely, but the observation tugged on a corner of her mind like a loosened tooth.