3-19

**3-19** was a Grade 3 Ol created by the Dragon Lord, who it created in the form of Prandine and Fallow. 3-19 served his/it's creator during his Conversion Project, who 3-19 feared for the effect the project would have on Ols, and acted as the companion of the "converted" Catra and Melog. 3-19 was struck down by his master for perceived defiance after he hesitated to release the Carrier Worms after being warned by Adora of what the Dragon Lord would do to 3-19's kind once he had creatures like Etherians to do his will.

## History

### Creation

3-19 was possibly created after the Dragon Lord was banished from the realms back to his own Empire, taking with him thousands of enslaved. Since Grade-3 Ols, the triumph of his evil shapeshifting creatures, had failed him in such ways that it had been a contribution to his downfall, The Dragon Lord came to regard 3-19's kind to be a mistake on his part, considering them to be to prone to human faults and began the Conversion Project, a plan which he intended to replace Ols with.

As the Lord of the Dragons continued working with his plans to infect his thousands of slaves with Carrier Worms, which would place the captives under his control, 3-19 was made the co-worker and apparent companion to one of the first early victims to be perfected: a feline woman named Catra, and her pet, Melog. 3-19, however - though completely unaware of Catra's status as a 'converted' Etherian, seeming believing her to be a willing Dragon Lord servant rather than a brainwashed one - evidently disliked Catra and she recuperated the feeling. Despite this animosity, however, 3-19 kept his anger reserved, knowing Catra was above him in rank, yet also expressed on several occasions his feeling the Conversion Project.

### *The Shadowlands*

While the Bak Pod deal with a wild Vraal that had made an attempt to enter the Shadow Factory, 3-19 and Catra, accompanied by Melog, enter the Factory to observe the growing of Grey Guards, 3-19 noting in answer to Catra's comment that the Baks would finish of the creature that the Vraal might very well take care of the Baks instead, who were already past their expiration date. As they studied the slowly growing guards, 3-19 made several complaints about how the Conversion Project had led to the supplies used in Grey Guards creation running dangerously low and several power failing. Catra, in answer, took many opportunities to harass him, and openly mocked that, because of failures of his fellow Grade 3 Ols, the Dragon Lord intended for the Conversion Project to be their replacement, jeeringly warning 3-19 against continuing his outspoken opinions and revealing how, in the wake of the failures of Fallow and Dain, their master had begun to regard his perfected shapeshifters as being to prone to human emotions such as pride, curiosity and disobedience, then striding ahead of the Ol. Murmuring hurried apologies as he dashed to rejoin his brainwashed companion when she strode ahead of him, 3-19 quickly denied ever questioning the Dragon Lord's judgement, only to be further cowed by Catra's revelation that the Project would soon come to fruition. Gulping in utter terror, 3-19 expressed how he had thought the Carrier worms were yet to be perfected, but was then asked if he saw any fault in Catra. Stunned into an unresponsive silence for several seconds, 3-19 then stuttered out that he had been until then unaware that Catra was "one of them", whereupon Catra, after verifying her claim coldly, demanded to know the reason for a fault in the growing Krop Pod. As 3-19 and Catra continued their conversation, completely unaware that Adora, Emlis, Glimmer and Bow were silently crawling for the opposing door right behind them, 3-19 nervously begins to voice concern for the Master's plans, but Catra cut him off, telling the shapeshifter that none of their master's many plans were his concern, leaving 3-19 to walk scowling behind her as Catra proceeded along.

Minutes later, however, the inspection was cut off by an unexpected order given for the Project to unveiled that very night. Moving at a hurried walk to the section where the Carrier Worms and Pi-Ban were being held, 3-19 apparently made some word of protest or astonishment to the sudden command, Catra rebuked that such action could not be helped. Standing by as Catra crooned gently to the worms that their time had come, 3-19 and Catra watched as summoned Grey Guards quickly prepared the carriers' container for transport, then followed the Baks into the room holding a caged Pi-Ban. Despite objecting briefly to the need for cage to transport a single captive, 3-19 was again cowed by his feline-like companion, nodding sourly in answer, then attempting to replicate Catra's commanding attitude as he saw the Baks fall into line.

As they proceed to the unveiling ceremony, following Catra and her Pod, 3-19 instructed the Grey Guards to leave the prisoner's waggon uncovered when they brought it into the Shadow Arena, but was told stubbornly that it must by covered as was orders for all such a mode of transport, though 3-19 urged the Guards into moving, spitting that the Pod was overdue to be thrown out, then continuing to urge the retinue on, retorting to Catra's demand for the Project to precede him and his guards into the Arena by barking he was not lacking his hearing. As they arrived, 3-19 caught sight of Hellena and inquired if the red-clad woman was Faith, but Catra retorted that Hellena was "the way of the future". After taking out exerting of his anger by snapping unnecessarily at his guards, 3-19 strode forwards to glare resentfully after Catra and Melog, evidently envious of their place in his master's trust compared to him. Despite declaring it unnecessary for Pi-Ban's cage to be curtained, the Baks ignore him, however, and later used the unveiling to show their capture of Adora, Bow and Glimmer. Unaware of this development, 3-19 was forced to bare Catra's fury to the cage's covering and was called an incompetent fool by the Etherian and pining the blame on the Bak Pod. Restraining himself from attempting to strangle Catra when the expressed delight over their master's decision to withdraw his faith in 3-19's kind, 3-19 stood back as Hellena declared the intentions of the Project, then yelled in anger when he saw the three newly-imprisoned Etherians he had known nothing about, to the Baks smug explanations.

As the Dragon Lord disabled the prisoners for infection, Catra commanded 3-19 to begin the Conversion Project and administer the worms to the vast crowds of slaves. Adora tried to convince him to do otherwise, however, shouting for him to beware, which the Ol answered with a blank stare. Adora reminded him he would be releasing his replacement, warning 3-19 that he would be sealing his own doom and that with humans to serve it, the Dragon Lord would leave Grade 3 Ols to rot like old Grey Guards in the garbage mounds. His blank look growing into a frown of consideration, 3-19 hesitated, but this action sealed his doom when the Shadow Lord, in a rage, struck him down, sending him falling back with a cry for his final uncertainty.

## Physical appearance

Like all Grade 3 Ols, 3-19 could take on any shape he wanted, be it living or non-living. His main form was the same as Prandine and Fallow, a form that the Dragon Lord enjoyed; he was a tall, thin man resembling a bird of prey. He was clad in tight-fitting black clothes and had bony fingers. He had a sour expression and had a scary figure. As such, 3-19 thus bore a slight resemblance to a male version of Orazira, who his form was based off.

## Personality

3-19 was very self-conscious, and constantly feared for his life due to the repeated failures of the Grade 3 Ols. He also seemed to have a dislikeable personality, for while the degrading attitude Catra (who, being under the Conversion Project's control, henceforth reflected the Dragon Lord's decision regarding the failing of Grade 3 Ols) was expected for a perfected victim of the Project, 3-19 was also dislike by his guards as well.

## Abilities

3-19, as a Grade 3 Ol, was capable of shapeshifting into any form he desired and retaining that form for as long as he wanted, being able to perfectly imitate traits such as body heat and transform into inanimate objects, as well as was armed with unnatural strength and a choking grip. Though mildly intelligent and observant, 3-19 was not clever enough to realize the impact of the Conversion Project on his kind until Catra and Adora revealed it, and by then it was too late.

## Trivia

* Looking at 3-19's name, it could be possible that 19 Grade 3 Ols had been created in total.