Return to Third Earth

by Dragonrider1227

The Thundercats get a message from Third Earth that it has been taken over by an evil demon warrior. The Thundercats leave New Thundera to free their friends from this dark conquerer. But what new dangers await them there?

Chapter one

"Run for your life!" Shouted a Bulkin. "It's the king of Third Earth!"

Dozens of Third Earth inhabitaints ran throug feilds trying to

despretly get away from a man standing on a mountain. He was a tall

man wearng a dark blue jumpsuit, a metal claw on his arm, and

carrying a whip in the other arm. His name was Grimclaw. Beside him

were two henchmen. One was named Wolfjaw. He kinda looked like

Jakalman, but he looked much more fearce. Another henchmen by his

side was called Cougorin. He was almost as tall as Grimclaw. He had

long brown hair, wore metal armor, and had was always by Grimclaws

side.

Grimclaw pointed to a slow moving Wolow at the bottom of the

mountain. Courgorin nodded understanding perfectly what he wanted him

to do. He lept off the moutain and landed right in front of the

scared Wolow.

Cougorin held up handcuffs and slapped them on the Wolows wrists.

A Wolow and a Tuska were behind a rock watching this happen.

"Oh no." The Tuska said. "He's going to be taken to build the Tower

of Crulity."

"C'mon!" THe Wolow replied. "It should be this way." He pointed to

the forest. The two of them traveled through the foret for nearly 20

minutes until they finnally found what they were looking for. The

remains of Cat's Lair.

"Maybe the communication system still works." The Wolow replied.

They walked into it. Though the lair still stood after Mum-Ra nearly

destroied it, it was still falling apart. Inside the lair were broken

wires, rusted metal, and parts of the ceiling collapsing.

THe Tuska pushed a button on the dusty control panel, and to their

suprise, the giant screen turned on."

"Now what?" The Tuska asked.

Then suddenly, they heard a crash. They turned around wuickly to just

see RoberBill. He was obvisouly damaged, covered with dirt, and his

voice sounded muffled.

"You managed to turn on the computer!" The Berbil said with a tone of

hope. "Now we can contact them, I've watched them use this thing

amillion times." He walked up to the machine and pushed afew buttons.

Then the Tuska talked into a microphone.

"Come in, Come in, if anyone finds this message, send it to New

Thudnera. We need the Thundercats!"

At that momement, They heard another crash. They saw Grimclaw eneter

the lair with a dozen soldiers with him. They all wore gray with a

black skull on their uniforms.

"Arrest them!" Grimclaw ordered. "Put them to work on the tower of

crulity."

He looked around at the lair completly unknowning of who once lived

in it.

"And demolish this fortress." He ordered. "Something about this place

rubs me the wrong way." He then walked away with his new prisoners.

On New Thundera within the new Cats Lair, Lion-o, Panthro, and Ben-

Gali were all at the computer room when they suddenly got a message.

Panthro pushed the button and heared the familiar voice of a Tuska.

"A Tuska?" Lion-o said n shock. "It sounds like they need our help

badly. I'll get the other Thundercats."

All the Thundercats were then at the council table to discuss what

the should do about this message.

"Obvisouly, we hav to help them." Tygra said. "They are our friends."

"Right." Panthro replied. "But we don't even know what's going on."

"Have you tried to recontact them?" Lynx-o asked.

"We tried, but we just got static." Panthro.

"Then it's decided, we g to them." Lion-o answered.

Then they all said, "Thundercats, ho!"

EPISODE TWO: Forces of Grimclaw

It's a dark and cold night on Third Earth.

Just like every other night since Grimclaws invasion. Near the

firerocks pit, Grimclaw whipped enslaved Berbils, Bulcans, Wolows,

and Brute men. Forcing them to build the Tower of Cruelty. A Wolow

fell to the ground tired out.

"You there!" Grimclaw shouted.

"Who told you to take a break?"

Angry, Grimclaw walked up to the weak and tired Wolow. "Get up." He

ordered him. The Wolow soon after tried, but he couldn't do it. He

was too weak.

"I need water." The Wolow told him.

"Fine." Grimclaw replies. A soldier walks up to the Wolow with a

glass of water. He let him drink the water for a few minutes. The

second he takes his last drop, Grimclaw lashes his whip upon the

Wolows skin. "Now work!" Grimclaw shouted at him.

In a deserted area of Third Earth landed the Thunderstrike. The doors

on the ship open and the Thundercats walk out. They looked at Third

Earth and are devastated to see what it has become.

It was once a bright colorful place with healthy forests and villages

filled with happy creatures. Now it's become a decaying rock of

violence and death.

"What has been happening here on Third Earth?" Lion-o asked.

"I don't know." Tygra replied. "But I would like to find out."

They wonder around Third Earth for a while until they come across the

rubble that was once Cats Lair. They see the lair head and the

Thundercats symbol on the ground cracks and worn out. Everything else

from the lair is completely destroyed.

"Who could have done this?" Cheetara asked.

"Our old home." Panthro said angrily. "It's been destroyed. Nothing

left but the head." Lion-o picked up the Thundercats symbol that once

hung proudly beneath the head of Cats Lair.

"By Thundera." Lion-o proclaims. "Who ever is responsible for all

this destruction will pay."

Back at the Tower of Cruelty, the Berbils had just finished

programming the ship detecting radar. After Grimclaw and Wolfjaw

shouted at them to leave at once, he tested the machine. He turned it

on and detected the Thunderstrike.

"Whose ship is that?" Grimclaw demanded to know.

"I don't know." Wolfjaw told him. Wolfjaw was a lackey for Grimclaw.

He was loyal and deadly, but not very bright.

"Send a few soldiers to that area. I wish to know whose it is and

where it came from."

Wolfjaw and Grimclaws soldiers rode into the scene on enslaved

unicorns. The found the Thunderstrike, but no one was there. They

examined the ship and Wolfjaw saw something that froze him in his

tracks.

He pressed the skull on his suit and it glowed. The skull was a

communication button and he contacted Grimclaw.

"Uh, master?" Wolfjaw said.

"What?" Grimclaw replied.

"Look."

Wolfjaw pressed a button on his belt and it lit up. The belt was

filming what Wolfjaw saw and sent it to Grimclaws computer screen.

"Impossible." Grimclaw replied. He was staring at the very same

symbol he saw on the ruins of Cats Lair. He didn't know it, but he

was staring at the symbol of the Thundercats.

"Destroy it." Grimclaw ordered. But just when Wolfjaw and his

soldiers were about to, Lion-o came back.

"Who are you?" Lion-o shouted.

Wolfjaw leapt at Lion-o. Immediately, Lion-o took out his sword of

omens, and put on his claw shield to block the wolf-like man. He

pushed him off his arms and Wolfjaw landed right in front of him.

"You wear the same symbol as the ship." Wolfjaw said. "Does it belong

to you?"

"Yes." Lion-o replied. "Who are you?"

"I am Wolfjaw. Loyal Henchman of Grimclaw, master of Third Earth."

"So your master is who has enslaved my friends."

"Yes. Just as he will soon enslave you!"

"I don't think so." Lion-o replied. "Ho!"

He raised his sword in the air, as it's mighty blade extended and

power surged from it.

"My jaw can bite into anything and crush it, even solid rock."

Wolfjaw warned him.

He then charged at the young lord of the Thundercats.

Lion-o blocked the attack with his claw shield. Wolfjaw tried as hard

as he could, but he couldn't bite into the shield. He finnally let go

of the sheild with an aching jaw and a broken pride.

Lion-o swung his sword at Wolfjaw, but the nimble dog lept over his

blade and kicked Lion-o in the face.

Lion-o's lip bled alittle, but he wasn't beaten yet.

"Ho!" He shouted. He pointed the sword at Wolfjaw and shot a beam of

pure energy at him. The beam smashed into Wolfjaw and blasted him a

few feet into the air. He then landed on his back.

"Soldiers!" He shouted. "Attack!"

"Soldiers?" Lion-o asked. He looked around and saw nearly a dozen of

Grimclaws soldiers surrounding him.

"Uh-oh." Lion-o thought to himself. Then he raised the now shortened

sword in the air.

"Thunder, Thunder, Thunder, Thundercats ho!"

The sword extended into it's full length blade as the symbol of the

Thundercats formed into the eye of Thundera. The symbol then shot out

into the sky for all of Third Earth to see it.

"What is this?" Wolfjaw asked.

Lion-o held his sword of omens in the air ready for the soldiers to

strike. The soldiers charged at him with their spears in hand. Lion-o

blocked their spears with his sword, but they began to overwelm him.

At that moment, one of the soldiers got picked up by Panthro. The

deadly Thundercat held him over his head and tossed him at sevral

other soldiers. Then came Cheetara, Tygra, Lynx-o, Pumyra, and Ben-

Gali. They all fought off the soldiers as Lion-o fought off Wolfjaw.

"You may have beaten me, but grimclaw won't be quite so easy."

Wolfjaw warned him. Then he fled.

"Who was that, Lion-o?"

"He was a taste of what we're up against." Lion-o replied. "And if

what he said was true about this Grimclaw, then we've got our work

cutout for us."

Back at the contruction of the Tower of Crulity, Grimclaw was

whipping more berbils and Brutemen into work when Wolfjaw came back

tired.

"I saw your embarrassing fight with these so called Thundercats."

Grimclaw told him without turning around to see him.

"I'm sorry master." Wolfjaw replied.

"No matter, they have no idea wht I have instore for them. I can what

their every move."

"How?" Wolfjaw asked.

"The same way I saw you lose." Grimclaw replied.

"And how was that?" He asked.

"None of your buisness!" Grimclaw snapped. "Just get out of here. Go

fight something you can handle, like the Berbils."

Wolfjaw was deeply hurt by what he just said, but he obeyed his

master and left.

Grimclaw stayed and continued his cruel pleasures.

"Lion-o, I can't wait until I have the chance to use this whip on

you." He said to himself. He then laughed as he whipped his slaves.

"Oh no, I can't wait. And you will watch helplessly as I enslave and

torture your friends."

He snickered at his plans and prepared for his next assult.



EPISODE 3: Match met

It was nearly an hour since they fought off Wolfjaw. The Thundercats

stood around the Thunderstrike deciding their next plan.

"Why are we just standing here?" Lion-o growled. "We should be out

there rescuing our friends."

"We will Lion-o." Lynx-o replied. "But we have to plan this

carefully."

Lion-o leaned on the Thunderstrike in frustration as he comprehended

what Lynx-o told him.

"We'll have to figure out what we're going to do for shelter."

Panthro exclaimed. "We can't rebuild Cat's Lair, this Grimclaw will

be searching for us."

"But when we lived here before, the Mutants and Mum-Ra knew where we

lived." Lion-o told him.

"But we knew what they were capable of, this Grimclaw could be

capable of anything." Tygra replied. "We can't stay here too long."

"I could build something that could transport us from New Thundera to

3rd Earth, but it will take me time." Panthro suggested. "And I don't

know how much time we have."

"We'll until we do, we should try to find out where our friends are

and get them out!" Lion-o told them.

"I think that makes sense." Cheetara replied.

Panthro told Ben-Gali and Pumyra to stay with him as he made plans

for his transporter.

The rest of them went into the Thunderstrike and flew away.

Lion-o held his sword infront of his face as Tygra steered the

Thunderstrike.

"Sword of omens." He commanded. "Give me sight beyond sight."

The sword showed Lion-o were the nearest band of slaves were. They

were located to the right of the Tuskania village that was near them.

Lion-o told Tygra where to go and he steered the Thunderstrike to

Tuskania.

The Thundercats were appauled at what they found. The village was

destroyed, and near the destroyed village was a small tower.

"What's in that tower, do you suppose?" Lynx-o asked.

Lion-o summoned the swords sight beyond sight once again and saw that

the tower was filled with Tuskas and Brutemen shackled in chains.

With them was Wolfjaw and Cougar-in with whips lashing at them.

"By Thundera, I've had enough of this." Lion-o shouted.

He jumped out of the Thunderstrike and pointed his sword of omens at

the tower.

"Ho!" He shouted. The Sword blasted pure energy into the tower

blowing a hole in the wall.

As the Tuskas and Brutemen ran out, wolfjaw and Cougar-in saw who let

them out.

"It's him again." Snarled Wolfjaw. "Well, I won't let him beat me

again!"

Wolfjaw ran out of the tower and charged at Lion-o. Lion-o fell to

the ground and pushed him away with his feet. Lion-o then punched him

in the face. As he saw Wolfjaw fall to the ground unconscious, Lion-o

was shot in the back with an energy gun by Cougar-in. Cougar-in

picked up Lion-o by the hair and whispered in his ear; "Grimclaw will

drink from your neck."

Lion-o kicked him in the leg. When Cougar-in stood up and charged at

him. Lion-o grabbed his arm and swung him into the ground.

"No one has the right to enslave living creatures the way this

Grimclaw has." Lion-o shouted as he pointed his sword of omens at him.

The Thunderstrike landed near Lion-o and Tygra, Cheetara, and Lynx-o

walked out.

"Lion-o speaks the truth." Cheetara said.

"What made your master think he had the right to do this?" Tygra

asked.

"My master does not have to explain himself to people like you!"

Cougar-in told them. He pointed his energy gun at them, but Tygra

knocked it out of his hands with his whip and then he lashed his whip

onto the gun, smashing it in half.

"Okay, fine." Cougar-in said. "You win."

Lion-o walked up to him.

"You've done the right thing." He told Cougar-in.

"But you haven't." He replied.

"What?" Lion-o asked confused.

At that point, Cougar-in threw a bomb at them. The bomb exploded with

sleep gas. All the Thundercats near the bomb fell almost instantly

asleep.

When Cheetara, Tygra, and Lynx-o woke up, they found Wolfjaw, Cougar-

in, and Lion-o gone.

They rushed to the Thunderstrike to contact Panthro.

"Panthro, Panthro!" Shouted Cheetara in a state of panic. "They've

taken Lion-o!"

Panthro was listening through the communicator in his num-chuks.

"We'll have to get back to Thundera and get some more supplies."

Panthro replied. "And now that we've completed the port-detector, we

can."

"You finished it already?" Cheetara asked. "How?"

"Hey," Panthro replied. "It's me."

"all right, we'll be getting there as soon as we can." Tygra told him.

They flew back to Panthro, Pumyra, and Ben-Gali who were

carrying a metal pistolthat had the Thundercats symbol on it and a

remote control connected to it.

"Hold this Tygra." Panthro told him.

"Panthro discovered that 3rd Earth holds many dimensional gates." Ben-

gali told Tygra. "This pistol can detect and open any gate that it

comes near."

"Then the pistol can manipulate the portal to take you anywhere you

want." Panthro finsished.

"Sounds good." Tygra replied. He pressed a few buttons on the remote

and in a flash, a gold oval cut through the sky. They all walked

through it and they were gone.

Lion-o slowly came to. He looked around and realized that he

was strapped to a table. He looked at where his clawshield normally

hung from his leg, but it was gone. And so was the Sword of Omens.

He examined his surroundings. The area was gray all around and had

lights and wires everywhere, he ad no idea where he was, but he

wanted to get out, desperately. Suddenly, he heard a voice.

"Hello." The voice said. "Incase you're wondering, we have your

sword, Wolfjaw had a terrible time getting it out of your glove, so

we took that too."

"Who are you?" Lion-o shouted. He looked around but couldn't see

anyone.

"I am Grimclaw." The voice answered. "I'm talking to you through a

communication machine."

Lion-o snarled at his introduction. "Why are you doing this to Third

Earth?" He demanded to know.

"Why do we do anything?" Grimclaw replied. "Why do I ensslave Third

Earth, why are you so obsessed with freeing them?"

"You're a real sick man!" Lion-o replied. He was angrier than ever.

"Now, I would like to ask you a few questions about your sword."

Grimclaw said.

"I won't tell you anything you want to know." Lion-o replied. "Except

that evil never wins, and you are one of the most evil people I know!"

"Fine." Grimclaw replied as he snickered.

"Why don't you show yourself?" Lion-o asked.

"All in good time." Grimclaw replied.

Then it was slient.

"Hey!" Lion-o shouted. But no one answered. "Answer me!"

But it was no use. He was gone.

Lion-o closed his eyes and thought. He wondered if the other

Thundercats were okay. He prayed to Jaga that they were. Hours went

by as he lyed there. No clock, no windows, he had no idea how much

time had went by, but he knew it had to be alot.

He got an idea. He opened his eyes real fast.

"Sword of omens, come to my hand!" He shouted. He waited a few

minutes. But nothing happened.

Lion-o began to relax again. At least he tried to relax. Being

strapped to a table made that very difficult.

Lion-o suddenly heard something. It sounded like a rumble. It got

louder, and louder. Than, KABOOM!

A large hole was made and one the oter side of it was Cheetara, Wiley

Kit, Wiley Kat, Snarf, and Pantho holding a rifle.

"Guys!" Lion-o shouted in joy. "What is that, Panthro?"

"It's a sound blaster gun." Panthro replied. "It creates sound

vibrations piercing enough to break through stone."

Snarf ran up to the young lord with worry and anger in his eyes.

"Why didn't you tell me you were going to Third Earth? (Snarf,

Snarf.)"

"Sorry Snarf." Lion-o said. "I guess I got to worked up into saveing

my friends."

Suddenly, a loud and peircing sound flooded the room.

"That must be the Alarm!" Wiley Kat proclaimed.

"Let's go." Panthro proclaimed. He pulled the cuffsfrom Lion-o arms

and ankles. Lion-o stood up.

"The sword!" He said. "Grimclaw has the sword of omens, and the

clawshield."

"We'll have to get it back." Panthro said.

They ran out of the room.

"Any Idea where I am?" Lion-o asked as they kept on running.

"It's some sort of tower." Wiley Kit answered. "We think it's one of

the places Grimclaw keeps his slaves."

"We have to get them out." Lion-o said.

"We will." Panthro replied. "But we have to get your sword back

first."

As they ran, Lion-o held up his hand and his eyes began to glow.

"Thunder, Thunder, Thunder, Thundercats ho!"

A blinding light flashed in the tower. Then a hole broke through the

wall by the sword and Lion-o was reunited with his Sword of Omens.

"Ho!" He shouted. He blasted throught the hole making it bigger. He

then busted inside hoping Grimclaw was still there, but the room was

empty. Just a computer panel, several screens.

"This must show every room in the tower." Lion-o thought. He turned

and saw his claw sheild. He picked It up and placed it on his hand.

He looked at the screen and saw almost each one with soldiers. And

they all seemed to be going the same direction.

"Uh-oh." Thought Lion-o.

He ran out of the room and told the other Thundercats with him that

they were expecting company.

"The Thunderstrike is waiting near the front of the tower." Panthro

told them.

"Are all the prisoners out?" Lion-o asked.

"Yeah!" Replied Wily Kit.

"Good." Responded Lion-o. He held up his sword. "Thunder, Thunder,

Thunder, Thundercats, ho!"

The sword of omens extended and blasted the symbol of the Thundercats

from the eye. The symbol penetraded through the ceiling of the tower

until his broke into the sky. The signal shined so high, all of Third

Earth could see it. It shined hope for the 3rd Earth people as it

roared in the sky.

"Let's get out of here!" Lion-o ordered. "The signal will make this

tower collapse!"

They ran to the roof of the tower where the Thunderstrike waited for

them and they all hopped into it and flew away as the tower crumbled

to the ground.

"Thundercats ho!" They all proclaimed as they flew off.

Grimclaw watched from nearby as the Thundercats flew away in the

Thunderstrike He snickered as he watched. Wolfjaw and Cougar-in crept

up to him from behind and watched confused as they saw Grimclaw

snicker.

"You arn't angry?" Wolfjaw asked.

"No." Replied Grimclaw.

"But that's not like you, master." Cougar-in said. "Normally, you

would have killed something by now."

"They they think they can defeat me." Grimclaw replied. "But all I

really need to do wait. Once I have the other Thundercats in chains,

the leader will do anything to free them and that is when I will

show my true wrath."

Grimclaw laughed as he thought about his plan and what he thought

would come of it.



EPISODE FOUR: IMPRISONED

The Thundercats had found a portal back to Thundera where they layed

the unconcious Lion-o on a bed. He was injured badly from that fight

with Cougar-in and Wolfjaw. If they were going to go back to Third

Earth, he couldn't come with them.

"How's Lion-o?" asked Tygra.

"Lion-os battle seriously wounded him in the arm and chest." Pumyra

told him. "He needs some time to heal, but he'll be fine."

"Third Earth is counting on us." Panthro said. "We can't wait long

for Lion-o to recover."

""Yeah!" Replied Wily Kit. "We can handle this without Lion-o for a

while!"

"I feel like I could handle Grimclaw myself!" Responded Wily Kat.

"We'll have to be very careful though." Lynx-o said.

Then Snarf spoke up. "I'll stay here and watch Lion-o. I'll call if

anything happens."

"Okay!" Replied Panthro. "Let's all go to Third Earth!"

They got into the Thunderstrike and flew off to 3rd Earth at top

speed.

They arrived and found a tower near Hook Mountain. They also found

Grimclaw whipping Snowmen and forcing them and Snowmeow to get rid of

the snow around Hook Mountain.

"We have to free them." Cheetara said.

"We need a plan." Panthro said.

Panthro pushed a button on the Thunderstrike and a gauge appeared in

the control panel.

"There's no pulse inside the tower." He said. "It's empty, so we can

destroy it."

They flew closer to the tower and fired the laser cannon. The tower

collapsed to the ground almost instantly.

"They're here." Wolfjaw said.

"Good." Replied Grimclaw.

Grimclaw help up a laser gun and fired. The laser collided into the

Thunderstirke.

"Split!" Shouted Panthro. The Thunderstrike split into three and they

flew off to attack Grimclaw.

But he slashed his claws through one piece of the Thunderstrike and

it crashed making Lynx-o and Tygra fly out of the Thunderstrike. Then

he slashed the other two and they crahsed. They were all unconcious.

Grimclaw walked up to the unconcious Thundercats and they were

suprised.

"Where's Lion-o?" Grimclaw demanded to know.

"He must've stayed behind." Replied Wolfjaw.

"This works fine for me." Grimclaw answered. "It will hurt him

greatly to see his friends in chains, and he will do anything I order

as long as I have them."

Back at Cats Lair, Lion-o had just woken up to find the lair

completly empty except for Snarf. He sat at the computer room as

Snarf sat down on the floor infront of him.

"Where are the other Thundercats, Snarf?" Lion-o asked.

"They all went back to Third Earth. (Snarf, Snarf.)" Replied Snarf.

"Without me? Why?" Lion-o asked.

"They thought you were to injured. (Snarf Snarf) And I agree!" Snarf

told him. "You have to get back to bed."

"Not when my friends could be in danger." Lion-o told him.

"You're always so stubborn." Snarf said.

"I've got no time for your remarks, Snarf." Lion-o said.

He pressed a button on the main computer.

"Thundercats come in." He said. "Come in Thundercats." He turned to

Snarf. "I don't like this, Snarf."

Lion-o shot out of his chair and ran to the swords chamber.

"You can't go in your condition (Snarf Snarf!)"

"I have to Snarf." Replied Lion-o as he came back putting his claw

shield on his leg. "Besides, I feel fine."

"How are you going to get there?" Snarf asked. "They took the

Thunderstrike."

Lion-o picked up one of Panthros port-detectors. "If there's a portal

to Thundera from 3rd earth, there has to be a portal to 3rd earth,

from Thundera."

He pressed a button on the port-detector and pointed it to the

air. "I just hope it's near by, I don't have time to search around."

He pointed the detector in sevral places until it started beeping.

"It found one!" Lion-o said. He pushed another button and the portal

ripped open.

"So long, Snarf." He told him.

Then he walked throught the portal.

"Come back soon. (Snarf Snarf)"

Lion-o arrived at Third Earth, near the dessert of sinking sands. He

looked around to ge his bearings. The dessert had always been dark

and gloomy, but now, it was just plain depressing. It was even darker

in the sky than usual, and there were ruins everywhere.

"Grimclaw must've sent whatever he didn't need here." He thought. He

took out his sword and placed it over his face.

"Sword of Omens, give me sight beyond sight. Help me find the other

Thundercats." His eyes glowed from the power as the sword showed the

Tower of Crulity. Then he saw inside it. It was the Thundercats in

chains, their clothes torn, and there skin bruised. Lion-o headed

west and walked for nearly two hours.

He finally found them at a strange looking tower that looked like it

was still being contructed. He was kneeling behind a large rock

peeking down below from a hill. When he saw trhe tower, he also saw

the largest amount of enslaved Third Earth creatures than ever. He

saw Warrior Maidens, Brute men, Berbils, Snow Men of Hook Mountain,

Tuskas, Wolows, Bulkins, and Tabots, all in chains. They were

exausted from the breakless work, but Lion-o soon saw that Grimclaw

and his men didn't care. They continued to whip their slaves iff they

so much as hesitated to keep the pace of work going.

"C'mon you lazy freaks!" He heard one person say.

"If anyone's the freak around here, it's you." Lion-o thought. He

recognized Wolfjaw and Cougar-in, which meant the other person with a

whip must've been Grimclaw.

"So, that must be Grimclaw." Lion-o growled under his breathe. "This

ends now."

Suddenly, Lion-o felt something cold on his back. He turned around

slowly and found two soldiers behind him. One of them had a laser

pistol to his back.

Lion-o closed his eyes as if he was admitting defeat. As the soldier

stretched his hand toward Lion-o to restrain him, the young lord

suddenly grabed his arm and pulled him down the hill. He then punched

the other soldier in the face and he was knocked out immediately.

Lion-o examined the unconscious soldier to see if there was anything

he needed from him. He took the soldiers armor and laser pistol and

wore them as a disguise. He then walked down to the construction of

the tower.

"I wonder what makes this tower so special from the others." Lion-o

thought. "There seem to be a lot more slaves here than anywhere else

on Third Earth. He looked around and kept his head down as he hoped

no one would spot him. He soon saw his fellow Thundercats except Ben-

Gali, Wily Kit or Wily Kat shackled in chains. Lynx-o, Tygra, and

Pumyra were tired, but the others continued to pull on their chains

hoping they would break, but no such luck.

"I don't get it." Panthro said as he continued to pull. "I should be

able to break these easily."

Cheetara and Tygra continued to examine them.

"These chains are made of Thundrainium." Tygra exclaimed.

"If Grimclaw wants us to work so hard on this tower, why is he

weakening us with Thundrainiuym?" Panthro asked.

"I don't think he knows." Cheetara replied. "Or cares."

Lion-o snuck up to them. "Hi." He whispered to them.

"Lion-o!" Cheetara said excited, but quietly.

"Where are the others?" He asked as quietly as possible.

"Ben-Gali was put to work to building weapons." She replied.

"And the kittens are digging in the Thundrillium mines down below."

Panthro replied.

"Don't worry." Lion-o told them. "I'm going to get you out of here."

He then asked them about the tower.

Lynx-o told him that the Wolows and Bulkins told them that this Tower

was the main headquarters of Grimclaws master plan, but he said they

didn't know what.

"I'm going to put a stop to all of this." Lion-o said. He then snuck

into the tower to find the kittens and Ben-Gali. Lion-o slipped into

the tower. Inside it was cold and dark. The tower wasn't complete so

it had many holes in the wall. It was hard for him to see, but he

found a ladder that went down a hatch. He climbed it. It got more

stiffling the further down he climbed. He finally reached the bottom.

It was so hot, he could barely breathe. He saw dozens of small

creatures pushing crates and digging through rocks. Eventually, he

found Wily Kit, and Wily Kat. They were exausted, they had chains on

their arms, their clothes were torn, and they were filthy. They

continued to slam their pick axes. Lion-o looked upon his friends

with anger. He had to get them out, but he didn't know how. He

leaned back as he tried to think of a plan, but he knocked into a

rock causing it to roll and crack. The crack echoed through the

entire mine. Lion-o turned around nervous and saw a gaurd twice his

size. Lion-o put on his claw shield and swung it at the gaurd. He

punched him into the stomach, but the gaurd had a really stiff

stomach. The guard grabbed Lion-o by the shoulder and carried him out

of the mine. They all watched at this happened. Including Kit and Kat.

"Was that Lion-o?" She asked.

"I don't know." Replied Kat. "I hope so. It sure looked like him."

When the gaurds weren't looking, they began banging on their chains

with their pick axes.

"He's going to need help." Wily Kit said.

Lion-o was being restrained now by Wolfjaw and Cougar-in. They took

him back out side at he was soon face to face with Grimclaw.

"You." Lion-o said.

"So, you are Lion-o." Grimclaw said with a smirk on his face.

Lion-o looked down on the ground not wanting to look at him. But

Wolfjaw pulled Lion-o's head up by his hair.

"Look at the master when he speaks to you." Wolfjaw ordered.

"I've waited for this for such a long time." Grimclaw said. Grimclaw

took Lion-os claw shield with the Sword of Omens inside it.

"I would like to study these." He told Lion-o. "Take him away." Lion-

o was taken to work with the other slaves as Grimclaw laughed. "Let's

see Third Earth find hope now!" He snickered. Then he walked away

laughing.



EPISODE 12: Hands of evil

Lion-o opened his eyes to find himself in chains and among Warrior

Maidens, Tuskas, and Snowmen of Hook Mountain. He looked aroundand

saw that he was in the far end of the Thundrillioum mines. but Wily

Kit and Wily Kat were far on the other side. He wondered what he was

going to do next. The thought of giving up never came to his mind.

Being shackled like this only determinded himself more to fight

Grimclaw, and win. He suddenly felt the sting of a whip to his back.

"Move it, slave!" A gruff and deep voice said to him. He turned and

saw it was the same gaurd he had tried to punch earlier. Lion-o

picked up his pick axe and began working. He would go along with the

rules, for now. On the other side of the mines, Wily Kit and Wily Kat

were still shackled. Whenever the gaurds wern't looking, they smacked

their picks on the chains.

"We've got to get out of here, Kit." Whispered Kat.

"Yeah, I could've sworn I saw Lion-o here." Replied Kit. "And I get

the feeling he's going to need help."

They continued to pick at their chains until at last, they snapped

off. Then they ran as fast as they could.

"Stop those kids!" Shouted a gaurd. Wily Kat picked out a few pellets

from his pouch and threw them to the ground. They exploded into tear

gas causing the gaurd to cry. Suddenlty, Wily Kat ran into another

gaurd, but Wily Kit saved him by rolling into the gaurd casuing him

to fall. She was weak from rolling into someone that tough so Wily

Kat held her hand as they ran to find Lion-o.

they soon found him. He was still shoveling through the rocks. He was

hot and sweaty. He heard them coming and turned.

"Kit, Kat!" He shouted.

"C'mon Lion-o, we've got to get you out of here." Wily Kit said.

The kittens and Lion-o held on to the pick ax and wih one mighty

chop, they broke it loose.

"C'mon!" Wily Kat said. "We know a way

out!"

"If we can get past big and ugly." Wily Kit said pointing to Lion-os

gaurd.

"Leave him to me." Lion-o said.

Lion-o charged at the guard. He pushed him into a rock wall causing a

few rocks to fall on him. He then punched the guard in the face about

five times before the gaurd shoved him off. Lion-o fell to the

ground -in pain. Lion-o punched him in the stomach. They both groaned

as his fist pressed into the gaurds gut. Lion-o then socked the gaurd

in the jaw as the gaurd slapped him in the cheeck. Lion-o kicked the

guard in the stomach, but the guard then grabbed his leg and pushed

him away. Lion-o quickly regained his balance. Lion-o swung his fist

at the guard, but the guard wrapped his arms around his body and

began to squeeze.

"Everything's....going....dark." Lion-o groaned.

"He needs our help." Wily Kit said. They took some pellets from their

pouches and threw them at him. The pellets exploded into enregy rings

that circled around the guard and squeezed him. He dropped Lion-o and

then Lion-o took this moment to push the guard into a mine shaft. The

guard screamed as he fell into the darkness.

"This way!" The three Thundercats heard a voice say.

"More gaurds are coming." lion-o said.

"C'mon" Kit said. "This way."

They ran past all the slaves and ran up a ladder as the guards

followed. They followed them of the ladder. As the Thundercats

climbed, Wily Kat threw a few smoke bomb pellets and sneeze dust at

the guards, but he was running low.

"Hurry!" He shouted. "I'm almost out of pellets."

"Look out." Wily Kit said. She threw a sneeze pellet at them slowly

the gaurds down alittle. Once they reached the top, Lion-o pushed the

ladder off. The ladder fell with the guards on it. After they fell,

sevral angry slaves walked up to the guards carrying their pick axes.

"Stay back!" One guard shouted, but it was no use. They lost their

atthority. As the slaves came closer to the gaurds, the Thundercats

could hear them scream in fear as they ran away.

"C'mon." Lion-o said. "We have to get the sword of omens back. Then

rescue our friends."

They knew if they stopped running, they would be found, so they kept

moving.

"How will you knoe where to look for the sword, Lion-o?" Wily Kat

asked.

"Grimclaw said he wanted to study it." Lion-o replied. "`ve got to

find his science lab. Do you know where the other Thundercats are?"

"Yeah." Wily Kit replied. "Don't worry about us, just get that sword!"

"I signal you when I find it." He replied. Then they seperated.

"Do you really know where the others are Kit?" Kat asked her.

`Of course!" She replied.

They looked out a nearby window and they saw dozens and dozens of

slaves outside. Among them were the other Thundercats.

"I knew it." Wily Kit replied. "We've got to get out there."

They ran as fast as they could down stairs to where they found the

door to their friends.

They looked around. They place had a few gaurds, but the kittens

thought they could get past them if they moved slowly and quietly.

They snuck quietly behind Wolfjaw and Grimclaw until they reached the

others.

"Hi guys." Wily Kat whispered.

"How did you all get out?" Panthro asked.

"Lion-o's here." Wily kit answered. "He's looking for the sword of

omens."

"That's not good!" Cheetara replied. "I overheard Grimclaw say that

he expected Lion-o to escape and go for the sword, so now he's got

sevral guards at where it is."

"We've got to get to him, and fast."

"Oh no you don't!" They heard a voice say. they turned around to find

Wolfjaw and Grimclaw pointing laser guns at them.

"I hate it when someone gives away the ending." Grimclaw said in a

sarcastic tone. "Once we have Lion-o I will have you all executed,

i've decided that none of you are worth keeping." He snickered at

them as he believed he had won.

Back inside the tower, Lion-o was still searching for the

science lab, after wondering around and hiding from guards for nearly

a half hour, he found the lab. He walked inside and saw the Claw

shield lying on a table and next to it was the Sword of Omens, lying

down as well. Suddenly, the eye of Thundera began to growl and glow

franticly.

"What does this mean?" Lion-o thought to himself. He soon got his

answer. Before he could reach the sword, he was ambushed by seven

guards, all lead by Cougar-in.

"You." Lion-o said disgustedly.

Cougar-insmiled as he watched Lion-o become surrounded. But Lion-o

growled as he leapt over all seven of them just when they swung their

swords at him. Another soldier swung a spear at him, but he grabbed

onto the handleand pushed him away. Cougar-in watched in suprise as

he witnessed Lion-os strength and agiltly. As Lion-o fought the

soldiers, Cougar-in slowly nudged himself towards the Sword of Omens

until he finnally grabbed it and pointed it to Lion-o.

"Ha!" He shouted. "Now I will kill you will you're own sword."

Lion-o just smirked at him as he knew what was coming.

"You won't be laughing when I shine the signal only to lure your

friends into a trap!" He said.

"Ho!" He shouted. But suddenly, he felt the immense pain of an

electric shock coming from the sword. He threw it out of his hands

and Lion-o caught it.

"What happened?" Cougar-in asked in complete confusion. "Why didn't

it work?"

"The Sword of Omens can't be obeyed by evil." Lion-o told him. He

then held the sword to his face. His eyes glowed and the crossbars

curled. Hethen pointed the sword into the air.

"Thunder, Thunder, Thunder, Thundercats ho!"

The signal blasted through the solid rock of the wall and traveled to

find the Thundercats.

The Thundercats were shackled in a dungeon where Grimclaw stood with

Wolfjaw; who was holding an axe.

"A grusome way to execute someone..." Grimclawsaid. "But as you know,

I'm a grusome person."

But without warning, the Thundercats signal bursted it's way into the

dungeonand lit up the dark room. The Thundercats' eyes glowed in

response. Panthros strength suddenly regained. He broke he way out of

his chains and got everyone else out.

"Stand back!" Grimclaw shouted. "I order you!"

Wolfjaw swung his axe at Panthro, but he dodged and the axe went into

the wall and got stuck. Panthro then picked up Wolfjaw while he tried

to pull out his weapon from the wall and threw him onto the floor.

"C'mon!" Panthro said.. "Let's get out of here."

They all ran out leaving Grimclaw and Wolfjaw alone with their

faliure.

Minutes later, they found Lion-o still in the lab fighting Cougar-in.

They were clashing their swords with eachothers. They battled for

nearly ten minutes until Lion-o pushed him out of the hole the signal

went through. Cougar-in fell out of the tower and 4 stories down,

colliding to the ground. He tried to move, but he soon fell

unconsious.

"So what took you so long?" Panthro asked Lion-o humorly.

"I got sidetracked." Lion-o said. "I was given a job."

They all laughed as they walekd away.



Chapter six

Near the tower of cruelty laid Cougar-in. He was knocked out

cold from the fight with Lion-o. As he laid on the ground

unconscious, he had visions. Visions of a young man sword fighting a

mysterious warrior and losing. A vision of them battling on top of a

mountain on a planet much different from Thundera.

The vision wasn't clear. Through Cougar-ins mind the visions kept

going black every 5 seconds or so. All he could see was a man

fighting with a faceless warrior and falling off the mountain. That's

when the vision went completely black. Then he saw a ghostly figure.

It was Jaga, but he didn't know that.

"Cougar-in." Jaga said slowly. "Cougar-in!'

Then Cougar-in was awaken by another voice. But his one was more

familiar. Cougar-in opened his eyes and saw Wolfjaw.

"The master wishes to see you." Wolfjaw told him. "And he is very

displeased."

Cougar-in walked to Grimclaws chambers unable to shake the

vision from his mind. He looked ahead and saw Grimclaw looking out

the window.

"You wished to see me, Master?" He asked.

"You've disgraced me." Grimclaw told him without turning around.

"I'm sorry my lord." He replied. "But if Lion-o hadn't regained his

sword..."

"Don't give me excuses!" Grimclaw snapped. He violently turned around

and threw a dagger at Cougar-in. It shot into the wall not more than

a few centimeters from his face.

"I am sorry." Cougar-in replied.

"Just leave." Grimclaw told him.

As Cougar-in turned around to leave, Grimclaw said; "And you'd better

shape up. I won't have weaklings In my army."

Cougar-in walked away in shame. He walked down the stairs of the

tower confused and angry. He didn't understand how Lion-o could keep

defeating him the way he was. He also couldn't understand the visions

he had while he was unconious. He knew they must've meant something,

but he didn't know what. He decided to check out the prisoners to get

this off his mind. He entered a chamber that was beneath the tower.

Here, several slaves continued to work in the hot, stuffy mines.

Cougar-in came to a guard and talked to him for a while.

"How many slaves have you whipped today?" Cougar-in asked trying to

keep his thoughts out of the vision.

"I dunno." The guard replied. "Thirty."

Suddenly, they heard the sound of something falling. They turned

around and saw someone running away.

"Get him!" Cougar-in shouted.

They chased the figure through the mine until the figure took out a

flute hanging from his side. He began to play the flute as he ran.

Then giant rocks came out of the wall and landed right infornt of

them. Then the figure ran up the ladder out of the mine and escaped

out of the tower.

"Grimclaw isn't going to like this." The guard said.

"And he's already mad at me." Cougar-in said.

Near the Berbil Village, Wily Kit was wading in the pond. Her

stocking laid right next to her as she waded. After all of this

fighting with Grimclaw, Wily Kit needed some time alone to relax. As

she waded, she closed her eyes and began to relax. Then she heard the

sound of rustling in the bushes.

"Who's there?" She asked worried.

She stood up holding her stocking in her hand. She slowly crept up to

the bushes and slowly pushed it's leaves aside. She saw a Thundarian

that looked about her age. He screamed in fear and ran away.

"Wait!" Wily Kit shouted. "I won't hurt you!"

She chased after him determined to find out who he was. As she chased

him, the thunderian tripped on a rock and fell to the ground. Then

she finnally caught up to him as he laid there in the ground.

"Please, don't hurt me." The boy pleaded.

"I told you, I won't hurt you." Wily Kit replied.

He looked at her. As he examined her, a sign of relief showed on his

face.

"You're a Thundecat!" He said.

"Yeah." replied Wily Kit.

"Now I know I'll be safe." He said. He tried to stand up, but his leg

had a sharp pain.

Kit looked at his leg and saw that it had a nasty cut.

"Oh no, you're hurt." She said.

"I'm all right." The boy replied. He then closed his eyes tight in

pain.

Kit tore a bit of her skirt off and tied it around his leg.

"I saw you in the mines escaping with the other boy and the man." the

boy told him. "Seeing you escape made me decide to escape. My name is

Avar."

"I'm Wily Kit." She replied.

Avar was as big as Wily Kit, had short brown hair, dark orange skin,

and an outfit that looked like Wily Kats, but made out of leaves. He

also didn't have shoes on.

When Kit finished tying her cloth around his leg, she looked ahead as

though she heard something.

"Someone's coming?" She said. She grabbed his arm and leapt into a

tree to hid. They sat on a branch watching from below. They saw

Grimclaw and a guard searching around the forest.

"We'll find him." The guard said. "No one escapes from Grimclaws

slavery."

When they finnally left, Wily Kit slipped her stockings back on and

asked Avar if he was hungry.

"I am alittle." He replied.

"Wait here then." She told him. She then leapt away from tree to tree.

As Wily Kit leapt through the trees, she finnally found an

apple tree. She picked a few apples from it, but then the branch she

was standing on snapped and she fell to the ground. She then heard a

growl from behind her and out from the trees came a lizathon. Wily

Kit was petrified. The lizathon was about to attack her when from out

of no where leapt Avar holding a flute.

"Avar, get away!" She shouted. But he didn't listen. He played his

flute as the lizathon prepared to attack. The creature stopped dead

in it's tracks and showed a possessed feeling in it's eyes.

"Now leave us alone!" Avar commanded.

The lizathon obeyed and left.

"Wow!" Wily Kit said. "How did you do that?"

"I can enchant any music instrument and use it to hypnotize any

simple minded creature." Avar replied.

"That's why Grimclaw wants me on his side, but I keep telling him I

don't wish to join him. That is why I've always been in the mines."

Avar sat on the ground as though he was about to cry.

"Are you all right?" Wily Kit asked.

"I'm fine." Avar whimpered.

She put her hand on his shoulder. "I thought you were really brave."

She replied. "Thank you."

She noticed a tear running down his cheek.

"Are you sure you're okay?" She asked again.

"Just some bad memories." He replied.

Suddenly, Wily Kit saw the Thundercats signal shine in the sky.

"Lion-o summons for us." She said. "Want to come? You can meet Lion-

o."

She held out her hand to him.

"Sure." Avar replied. He touched her hand and stood up.

"C'mon!" She said. Then they left to meet Lion-o.

When they reached Lion-o, they hid behind a bush and found him with

the other Thundercats at the Tree top kingdom. Cougar-in was there

trying to set up a slave camp.

"Wait here." She told Avar. Then she hurried off to fight Cougar-In.

She took out a pellet from her pouch and threw it at him. It exploded

into thick purple smoke. Cougar-in leapt out of the smoke and right

infront of Kit and picked up by the collar.

"You little wretch." He said.

"Drop her, now!" Lion-o ordered.

"She's not worth the effort." Cougar-in said as he threw her into the

bush Avar was hiding in.

"OH no!" He said in horror. He leapt out to check his new friend. She

was bleeding on her right shoulder, leg, and left arm.

"Are you okay?" He asked.

"Yeah." She groaned.

He played a tune on his flute and the wounds healed almost

immediately.

Hearing this sound, Cougar-in turned around and saw Avar.

"I've been looking for you." He said. He then walked toward them.

"Get away from them!" Lion-o shouted. Cougar-in didn't listen. Lion-o

and Panthro charged at him, but he just slapped Panthro knocking him

on top the ground, picked up Lion-o and threw him into the ground.

Then he picked up his sword of omens.

"Hey" Lion-o shouted. "Give that back!"

"This infernal blade has caused me enough trouble." Cougar-in said.

He then snapped the blade in half, then snapped to top blade in half

and dropped in on top the ground.

They all looked at him shocked and stunned. They were suprised that

he was strong enough to do that.

He the turned back to Avar and Wily Kit. Avar was on his knees and

shivering in fear as Cougar-in reached for him. But suddenly, Wily

Kit ran between and didn't budge.

"Get out of the way, little girl." Threatened Cougar-in. "Or I'll

have to hurt you."

"Forget it." Wily Kit replied. "Leave Avar alone!"

Cougar-in lifted his hand ready to strike her when a red rope

suddenly rapped around it. He turned around and saw Wily Kat tugging

the rope while on his space board.

"You harm her and you'll answer to me." He told him.

Cougar-in snickered at this remark. "You?" He asked.

"And me." Replied Panthro.

"And me." Replied Tygra.

"And me." Replied Cheetara.

"And me." Replied Lynx-o.

"And me." Replied Ben-Gali.

"And me." Replied Pumyra.

"And me." Replied Lion.o. "When you fight one Thundercat, You fight

them all."

Cougar-in sneered at them. He drew a sword form his back sheath and

swung it at them firing energy at them. They all fell to the ground

injured. He then turned back to Avar and Kit, who still hadn't budged

from between them.

"Now, move away, or die." He warned her. She just continued to stare

at him without moving an inch.

He sneered at her and lifted his sword. But just when he was about to

strike, his eyes widened as if he saw something. He dropped his sword

and fell to his knees screaming with his hands over his face.

"Who are you?!" He screamed. "Why won't you leave me alone?"

He stood up and ran away screaming in horror.

"What was that all about?" She asked.

"I don't know." Replied Avar. "I've never seen him do that."

They looked at Lion-o, who was staring at the shattered sword of

omens.

"Do you think you can fix it, Ben-Gali?" Lion-o asked.

"It'll take me awhile, but I think I can." He replied.

"Let me see." Avar Said.

He looked down at the sword and played his flute toward it. The

pieces of the blade began to glow and float. The pieces then went

together like a puzzle as he continued playing his flute. The blade

then stopped glowing and floated into Lion-os hand fully restored and

without a single crack.

Lion-o whistled in amazement at what he had just seen.

"Who's your friend, Wily Kit?" Tygra asked.

"His name is Avar." She answered. "He escaped from Grimclaws slavery

and I helped him hide."

"Why was Cougar-in so interested in recapturing him?" Lion-o asked.

"My mysterious power." Avar replied. "Every since I was real little,

I had the power to control objects and simple minds with music and

Grimclaw wants that power, but when I said no he put me into slavery

until I would agree."

"Good thing you never did." Replied Panthro. "Where are your

parents?"

Avars face turned really sad and looked down to the ground.

"Avar?" Lion-o said.

"I don't think he wants to talk about it." Wily Kit said.

"Well, whyever he's here, let's bring him to the Cat's Lair on

Thundera to clean him up." Lion-o said. "Heck, I know how easy it is

to get dirty being Grimclaws slave."

They all laughed at Lion-os reply except Avar. He still seemed

depressed.

"Are you sure you don't want to talk about it?" Wily Kit asked.

"I'm sure." Avar replied. "At least for now."

Meanwhile, at the Tower of Crulity, Grimclaw sat at a table talking

to someone in the shadows. He seemed to where a helmet with horns and

had an extremly large hand and a beard.

"I called you here because you know the Thundercats pretty well."

Grimclaw said.

The figure nodded and Grimclaw handed him a bag of gold.

"This will be half of your payment." Grimclaw told him. "You will get

the rest when you finish the job. and I know you will, Hammerhand."

Chapter seven

In the Cat's Lair on New Thundera, the Thundercats had brought

with them a guest named Avar.

They landed the Thunderstrike and brought him in. As they walked into

the Lair, Avar began to shiver.

"Are you all right?" Wily Kit asked him.

"Yeah." Avar replied. "It's just kinda chilly in here."

"It was pretty warm in those mines as I remember." Lion-o said. "I

guess you're just not used to such an aired out place after being in

those mines for such a long time."

"I guess not." Replied Avar.

Tygra took Avar to a room where he could get washed up and left him

alone for a while. About fifteen minutes later, Avar was wrapped in a

dark red robe with the Thundercats symbol on the top right and was

shown to his room by Lion-o and Wily Kit. The room was the size of a

large hotel room. With one window, a bed under it, a table next to

the bed, and a dresser on the other side of it.

"I don't know how to thank you." Avar told them.

"Thanks aren't neccercary." Lion-o replied. "I'll be back. with some

clothes for you, Avar." He told him. Then he left.

Avar laid on the bed and faced Wily Kit.

"You know," He said. "I think you and your brother are the luckiest

people on Thundera."

"Why is that?" Wily Kit replied as she sat on his bed with him.

"I've always wanted to be a Thundercat, but I never thought someone

of my age could do it. Then I saw you and I was given a sense of

hope that my dream could soon come true."

"Just out of curiosity," Wily Kit said. "How old are you."

"I'm thirteen." Avar replied.

"Really?" Wily Kit replied. "I'm going to be Thirteen next week!"

Avar sat up and looked at her.

"Do you think I can become A Thundercat?" He asked.

"Sure." Wily Kit replied. "You're brave, resourceful, and you're

mystical gift is a nice bonus."

"Gift?" Replied Avar suprised. "I never thought of this as a gift."

He said as he mimicked playing his flute.

"Why not?" She asked.

"I always saw it as a curse, because Grimclaw always chased after me

for it."

"I believe it can only be a curse if you let it be." Wily Kit told

him.

Avar looked at her with an expression that he was impressed with what

she said.

"You seem to always know what to say." Avar said.

"Hardly." Replied Wily Kit. "I just get lucky sometimes."

"Well, a little luck can go a long way." Avar told her. "I mean, I

got lucky finding you, and look at me now!"

Wily Kit smiled at he comment. Her smile made him smile, and they

began giggling. Then a thought just came to Wily Kit.

"Where's your flute?" She asked him.

His eyes widened and he got up as quick as a flash. "Oh my gosh!" He

said quickly. "I think I left it near the bathtub I was in."

Just then, there was a knock on his door.

"Yeah?" Avar asked.

The door opened to reveal Lion-o holding some folded up clothes.

"Here you go." He said. "And I think you forgot this." He revealed

his flute in his hand.

"Thank you, Lion-o!" Avar said. He took the flute and placed it on

the top of his dresser.

Lion-o then gave Avar his new clothes.

"Would you excuse me while I get dressed?" He asked Wily Kit.

"oh, sure." She replied. She and Lion-o then left him alone to get

dressed.

Meanwhile, back on Third Earth, Cougar-in was furious at

himself. He was down in the mines throwing rocks at slaves and guards

and screaming.

"Darn it!" He shouted. "What's happening to me?"

He slammed his fist into a wall. "Who is this man in my mind?" He

asked himself loudly. "And how can I get him out?"

"Why don't you ask him?" Wolfjjaw suggested as he entered the mines.

"How do you think I do that?" He asked Wolfjaw. "I can't just call

someone who lives in my head!"

"You never know." Wolfjaw said.

"I'm going to get rid of this guy, if it's the last thing I do!"

Cougar-in vowed.

Night had fallen on Thundera. Avar was dressed in a green

shirt with green tights and gray boots. His brushed hair now kinda

looked like Ben-Gali's, and he had a thin rope wrapped around his

waist that held his flute in place. He sat on his bed and stared at

the moon. Just then, he heard a knock on the door.

"Come in." He said. The door opened to reveal Wily Kat.

"Hi." He said as he entered the room.

"What do you want?" Avar asked him.

"I would just like to talk to you for a little while." He

replied. "What are you thinking about?"

"Wily Kit." Avar told him. "I don't think I've met anyone as nice as

her since..." He stopped talking.

"Since what?" Wily Kat asked.

Avar took a deep breathe. "Since my parents died."

"I'm sorry about that." Wily Kat said.

"Grimclaw killed them when he first invaded 3rd Earth. Then when he

found out about my "gift." He captured me and enslaved me until I

would agree to work for him, but I told him I never would."

"Wow." Wily Kat replied.

"That's why I care about this flute so much." Avar said. "When we

first learned about my gift, my mother gave me this flute. That was

soon before she was killed."

"I see." Wily Kat said.

"You're real lucky to have her for a sister." He said. He looked up

at the ceiling. "It's really weird how you can care about someone so

much when you've just met them a day ago."

"Maybe you should tell her." Wily Kat told him.

"I should." Avar replied. "But I just simply get the words out."

At that moment, an alarm went off.

"What's that?" Avar asked startled.

"It's an alarm." Wily Kat replied.

"What's it mean?" Avar asked.

"It must mean there's trouble on Third Earth." Wily Kat answered.

With Panthros device, The adult Thundercats, except Lynx-o and

Cheetara opened a portal to 3rd Earth.

"I want you to stay here and watch the kids." Lion-o told them.

"Of course Lion-o." Lynx-o replied.

"We can take care of ourselves." Wily Kit told them.

"Lion-o would say the same thing." Panthro replied. "That's when he

got into the most of trouble."

"Very funny." replied Lion-o. Then they left.

They arrived near the dessert of sinking sands where they

found Cougar-in and Wolfjaw digging through the sands with shovels.

"What are you two doing now?" Lion-o asked.

"Digging, obviously." Replied Wolfjaw.

"For what?" Asked Panthro.

Just then, Wolfjaw threw sand in their eyes. They closed their eyes

from the sands giving Wolfjawa chance to pounce them. Lion-o quickly

regained his vision and took out his sword.

"Ho!" He shouted. His sword extened greatly and he prepared for

battle but Cougar-in held up a strange stone.

"We have what we came for." He said.

"What is that?" Lion-o asked. But they ignored him and teleported

away.

"I wonder wh they wanted that stone." Thought Lion-o.

"I'd like to know who sent that distress signal."

"I did, I did!" A familiar voice said.

They turned around and were face to face with Hammerhand! Leader of

the Berserkers.

"You!" Shouted Lion-o.

"We have some unfinished buisness to take of, care of!" Hammerhand

said.

He swung his mighty robotic fist at Lion-o, but he blocked the punch

with his sword.

"I've beaten you before." Said Lion-o. "I'll do it again."

He pointed his sword at Hammerhand and shouted; "Ho!" A beam of

energy shot from the blade, but Hammerhand blocked it with his mighty

fist.

"Now!" Panthro shouted. And He, Tygra, and Ben-Gali, and Pumyra all

pounced on Hammerhand at the same time pushing him into the sinking

sands.

"Help me! Help me!" Hammerhand pleaded.

At the Tower of Crulitey, most of the slaves had escaped

Grimclaw since Lion-o escaped, but Grimclaw didn't seem to mind. He

had a plan. He was in a dark room filled with sevreal stone statues

of a bull, a vulture, a pig, and a Jackel with a missing eye. The

statues stood at each corner of the room with Grimclaw sitting in the

center. Wolfjaw and Cougar-in came back to him with the stone.

"We've got it." Exclaimed Wolfjaw.

"Good." Replied Grimclaw. "Bring it here."

They gave him the stone and he placed it in the socket where the

missing eye on the jackel was. Then the Jackels eyes glowed an angry

red.

Wolfjaw and Cougar-in shiveredin fear, but Grimclaw welcomed the

fierce glowing of the jackel.

"N-n-now what?" asked Wolfjaw.

"You leave me alone. That's what." Groimclaw ordered.

"Okay, master." Wolfjaw replied.

They left him alone and he sat back down and began to meditate and

chant magic words with his eyes closed. The statues then began to

glow and he opened his now glowing eyes. His spirit then left his

body and floated far away from Third Earth.

Back at the dessert, the Thundercats were still trying to

figure out what Grimclaws henchmen were doing with a piece of stone

and how Hammerhand fit into all of this when Tygra call a call from

his communicator imbetted into his whip.

"Tygra here."He said.

"Come quick!" Lynx-o shouted. "It's Grimclaw!"

"In Cats Lair?" Replied Lion-o in shock.

"It's not just Grimclaw, it's his spirit. And it's beaten us down!"

Lynx-o told them.

"We're on our way!" Tygra replied.

Five minutes later, they teleported back to Thundera and foound the

computer room of Cats Lair thrashed and Lynx-o and Cheetara lying on

the floor.

Lion-o and Ben-Gali ran to Cheetara as the others ran to Lynx-o.

"Don't worry about me!" Cheetara told them. "The spirit flew into

Avars room."

"Avars room!" Repeated Lion-o. He ran as fast as he could to Avars

room and saw Wily Kat unconious and Wily Kit with pieces of her

clothes torn and in tears.

"It was Grimclaw!" She cried as she ran to Lion-o. "He was here. And

he took Avar!"

Chapter eight

In Cat's Lair, the Thundercats were at the concil table talking

about what they're going to do about Avars disapearance. They all sat

at the table except for Wily Kit who was leaning against a wall with

her eyes watering and holding Avars flute. He dropped it when he was

taken. She tried to listen to the other Thundercats and what they

planned to do, but all she could think about was Avar.

"I think it's quite obvious what we have to do now." Said Lion-o. "We

have to go to 3rd Earth and rescue Avar.

"I think we should form a plan." Tygra replieed.

Wily Kit walked to the table.

"We might not have time for a plan." She told them. Her eyes began to

tear up again. "As much as I care about you guys, Wily Kat and I

don't have a lot of friends our own age, and I feel like I have a

special bond with Avar, and I'm not going to let Grimclaw break that

bond!"

"I understand." Lion-o told her. "And we are going to rescue him."

Wily Kit clutched the flute closly as she feared for her friends

safety.

"In a way, I agree with Wily Kit." Said Lynx-o. "We don't know what

Grimclaw plans to do to Avar and it would proboly be best if we got

there as soon asw possible and find out what he plans."

"Thank you Lynx-o." Wily kit replied as she tried to smile.

"C'mon then." Lion-o said as he stood up. "We have a friend to

rescue."

They left for the Thunderstrike.

They turned on the engine and took off.

As they soared, Wily Kat placed his hand on his worried sisters

shoulder.

"Don't worry." He said. "Avar will be just fine. If he was able to

escape the slavery prison and survive in the forest, than he will be

just fine."

She smiled at her brother. "

"Thanks Wily Kat." She said.

On 3rd Earth, Avar was chained to a wall of an empty prison.

The prison was cold and dark. There were cob-webs on the ceiling and

walls and the spiders and rats would ocasionaly scatter across the

floor. Avar just sat upon the floor and leaned against the wall he

was chained to. He looked down at the floor depressed. There were

only three things on his mind. His flute, how he was going to get

out, and Wily Kit. He knew he had to get out because if Grimclaw got

his way with his power, She and the other Thundercats would be in

great danger. Even he didn't know how powerful his mystic music could

be.

Suddenly, he heard the sound of a door creak open. He looked ahead

and saw Grimclaw walking towards him. He knelt infront of Avar.

"Tell me, are you ready to join the winning side?" Grimclaw asked him.

"The only side that's going to win, are the Thundercats." Avar

replied.

"You are still a fool." Grimclaw told him. "But soon, you will relize

that I don't have to bring you to my side willingly." He then stood

up and left him. Avar watched him leave with a sense of unease.

"What was that suppose to mean?" He asked himself.

When the Thunderstrike landed, Lion-o and Wily Kit were the

first ones to hope out. Then Wily Kat, then the others.

"Where do we start looking for him?" Wily Kit asked.

Lion-o looked through the hilt of his sword. "Sword of omens, give me

sight beyond sight."

Lion-os eyes glowed with magic as he saw where Avar could be found.

"He's in the Tower of Cruelity." He said.

"I've got to get to him." Wily Kit said.

"Guys, i'll go with Kit and Kat." Lion-o told them. "Stay here unless

I give the signal."

"Here Lion-o." Said Panthro as he opened a large trunk on the back of

the Thunderstrike.

"What is it?" He asked.

Panthro pulled out from inside the Thunderclaw.

"When did you rebuild that?" Lion-o asked.

"While we were back on Thundera." Panthro replied.

"Thanks." Replied Lion-o as he and the Thundertwins hopped on.

"We'll be back soon." Lion-o told them. Then he flew off. As they

flew, something ahead caught Wily Kat's eyes..

"Lion-o, look out!" He Said.

Lion-o looked ahead and saw a giant crow charging toward them. He

steered the Thunderclaw to the left dodging away from it. He then

sped up to get away from it. But the crow was fast. It saored past

them, turned around and came after them again."Keep going straight."

Said Wily Kat.

"What?" Replied Lion-o.

"Just rust me." Wily Kat remarked.

"Okay." Answered Lion-o. He continued to fly after it.

"Shield your eyes!" Wily Kat shouted. Then he threw a pellet at the

crow that exploded into a bright flash. When the light faded, they

opened their eyes and saw the crow now dizzy and unable to see.

"Way to go, Wily Kat." His sister remarked.

"Thanks." He replied.

Then they continued to fly off. After nearly seven minutes, the Tower

of Cruelity was in their sights.

"There it is." Lion-o said pointing toward it. "Let's land this

thing."

But before they could, they heard somthing flying from behind. They

turned around and saw the crow again. But this time, it was

accompainied by a giant bee.

"That's the bee that attacked us when Vultureman built that voice

machine." Said Wily Kit.

"Yeah, but I thoought Cheetara and Tygra tamed it." Replied Wily

Kat. "Why is it attacking us?"

"And why won't that crow leave us alone?" Wily kit asked.

Lion-o tried to land the Thunderstrike, but the crow swung it's

mighty wing at them, knocking the Thundersclaw onto the ground.

As they crawled out of the upsidedown Thunderclaw, Lion-o saw the

crow and the bee coming at them again. He rolled out of the way as

they swooped down and rose back into the sky.

"What's that on the crow?" Wily kit asked as she pointed to it's

forehead.

Lion-o examined it. "It looks like some sort of ring." Lion-o said.

It was dark blue and glowed a light blue every 5 seconds.

Look!" Wily Kat said pointing at the bee. "The bee has one on it's

forehead too!'

They looked and saw he was right. The bee had the exact same kind of

ring around it's forehead as well.

"I think that those rings are the answer to our problem." Lion-o

exclaimed. He pointed his sword of omens at the crows ring as the

giant bird charged at him. "Ho!" He shouted. the sword fired an

energy bolt and made a direct hit on the ring, shattering it

completly. Then the crow stopped flying towards him, looked around

and then flew off. But the bee still remained. It charged at Lion-o

next. It jabbed it's stinger at

Lion-o, but with his quick reflects, Lion-o was able to just barley

dodge each strike. Then he jumped away from the bee and fired another

energy bolt at it's ring shattering thst ring to peices as well. Then

the bee flew away.

"Bravo." They heard familiar voice say from behind. They turned

around and saw Grimclaw.

"You!" Lion-o said angerly.

"What have to done with Avar?" Wily Kit growled.

"He is safe. For the moment." Grimclaw smirked.

"I've had enough of this guy." Wily Kat said. Then he and Kit tossed

thin ropes at him and wrapped them aorund him. But Grimclaw just

laughed at this.

"Do you honestly think these will even slow me down?" He asked them.

And at that moment, he lifted his arms and snapped the ropes off of

him. At that moment though, another rope wrapped him around the ankle

and he fell to the ground. He turned around and saw Lion-o with his

claw shield on. The rope came from his claw.

"Tell me," Lion-o said. "Did those ring on those animals come from

you?"

"Yes they did." Griomclaw said.

"But Avar told me you wanted him so you could use his mystical music

to take control of the creatures on Third Earth." Said Wily Kit "If

you have these rings, why do you have them?"

"Because as you noticed with the that sword, the rings are broken too

easily and they can be freed from their hold." He said. "But once I

have Avars magic, I won't need them and i'll be able to take over all

other sorts of creatures!"

"You make me sick!" Lion-o said. "Using a childs gifts for your own

greed."

"I don't care what I make you do." Grimclaw replied as he stood

up. "All I want to make you do it die!"

He charged at Lion-o forgeting that he was still tied to his claw

shield Lion-o just pulled again and he fell once more to the ground.

"For an evil genius, you sure arn't very smart." Lion-o commented.

Then he undiod the rope on his Claw shield and he and the kittens ran

into the tower.

They ran down to the slavery chambers where they saw a door. Wily Kit

peeked into the window on it and saw Avar sitting sadly on the prison

floor.

"It's him!" Wily Kit exclaimed. She pulled on the door but couldn't

get it open.

"It's locked." She grunted as she pulled.

"Stand back." Lion-o said. "I carry a special key."

She stepped away and Lion-o pointed his sword at the door. "Ho!" He

shouted. His sword blasted energy into the door that blew it open and

they ran in. Avar looked up and Wily Kit running towards him. He

stood up with a smile on his face and they immediately embraced.

"Wily Kit!" Avar said. "I thought i'd never see you again."

"C'mon." Wily Kit replied. "If there's one thing Lion-o can do, it's

rescue his friends. Now lets get you out of these chains."

"Allow me." Said Lion-o. With one mighty swing to each chain, he cut

Avar lose with his sword.

"Come on!" Lion-o said. "Lets get out of here."

"Not so fast!" Said a voice. Lion-o looked ahead and saw Cougar-in

standing in the door way holding a battle ax in his left hand.

"No one is leaving this cell." He told them. He rose his axe and

swung at Lion-o. But he leapt out of the way just in time.

"Ho!" He shouted. His sword blasted another energy bolt, but Cougar-

in's ax blocked the energy bolt. Cougar-in then came charging after

Lion-o swinging his ax at him, but Lion-o blocked each swing with his

sword. For nearly seven minutes, they continued to do this until Lion-

o swung his sword at Cougar-ins ax, knockming it out of his hand.He

then pointed the sword at cougar-in who stood suprised that he was

beaten again. At that moment, Jaga appeared between Lion-o and Cougar-

in.

"Do not strike him." Jaga told Lion-o.

He then turned around to face Cougar-in.

"But I don't understand, Jaga." Lion-o said.

"You will." Jaga said as he touched Cougar-ins forehead.

"You're the one I kept seeing in my dreams!" Cougar-in said.

"You can see him?" Lion-o asked.

"Of course." Replied Cougar-in.

"But, I thought only I could see Jaga." Lion-o exclaimed.

"There is a reason for this Lion-o." Jaga said. "And you will soon

learn it."

Jaga swung his cape around his body and vanished.

"Jaga, Wait!" Said Lion-o. Cougar-in stood blankly nfront of Lion-o

as if he was staring right through him.

"Iot looks like he's in a trance." Avar exclaimed.

"No." Cougar-in said. "It can't be possible!"

"What?" Asked Lion-o. But Cougar-in didn't hear.

"Yeah." Said Avar. "He's definitly in some sort of trance."

"Well, we'd better getout of here before Grimclaw shows up."

They ran outside and saw Grimclaw waiting for them and behind him

were the Beserkers.

"Hello." He said hol,ding a large ring.

Lion-o got his guard up getting ready for anything.

Grimclaw threw the ring at Avar. It cracked open and slid right onto

Avars forhead and closed back up.

"What's this?" Avar asked. But he then began to groan and fall to the

ground.

"Avar!" Wily Kit shrieked. He stood back up and opened his eyes, but

his eyes were glowing an angry red.

"Avar?" Wily Kit asked in concern. She crept up to him. He looked at

her, but then he punched her in the face. She fell to the ground with

a bruised face and with her eyes watering.,

"On no." She said with her hand on her bruise. "Grimclaw's taken over

Avar."

"Come child." Grimclaw said. "We have a planet to take over."

Avar walked up toGrimclaw. Wily Kit grabbed his arm and tried to pull

him away, but it was no use. He just shrugged her away.

Grimclaw handed Avar a black colored flute and told him to play it.

Avar played the flute and a liza-thon stomped toward them. Grimclaw

and Avar hopped on.

"Kill them." He ordered the Berserkers. Then they rode Liza-thon away.

"No!" Wily Kit shouted.

"Get back!" Lion-o ordered. "The Beserkers are going to attack us!"

He stepped back and held his sword in the air.

"Thunder, Thunder, Thunder, Thundercats, ho!" He shouted. The sword

grew into full size and shined the Thundercats signal into the air.

When sighting this, Panthro turned on the Thunderstrike. They flew

off to find Lion-o.

There he is." Reported Lynx-o.

"When I say, we'll split the Thunderstrike." Panthro Exclaimed. A few

seconds later, he ordered "Split!"

The Thunderstrike split into three jets and they all attacked the

Berserkers.

"Let's get out of here!" Hammerhand ordered. They all ran away. Then

the Thunderstrike reconnected and landed infront of them. When Lion-o

walked up to them, he was clutching Wily Kit, who was crying.

"What happened?" Tygra asked.

"Grimclaw's developed some sort of device that can take control of

minds." Lion-o answered. "And he's used it on Avar."

"Ooh." Said Panthro. "We'll, don't worry. We'll find them and free

your friend Wily Kit."

"Thanks Panthro." Wily Kit said.

They went into the Thunderstrike.

"We're definitly going to need a plan for this one." Pumyra remarked.

"I think I know one." Lion-o said. "The device ccan be easily

destroyed by the sword of omens, and because the sword won't harm

good people, I won't have to worry about hurting Avar."

"okay." Panthro replied. "I't a plan."

"Sort of." Lion-o exclaimed. "I'm still not too certain about

everything this gift of his can do."

"Well, this a good a time as any to find out." Replied Wily Kat. And

with that, they flew off to find their friend.

But back in the Tower of Cruelity, Cougar-in was still trying

to make sense of what he had just learned. He was stll in Avar's cell

leaning against the wall.

"the ghost Lion-o called Jaga." He said to himself. `I feel I know

him, but that feels like another lifetime ago, and he telepathicly

gave me these new memories back."

He continued to look down on the floor as he remained puzzeled.

"But what he said in my mind can't possibly be true." He

thought. "Can Jaga truly...be..my....father?"



Chapter nine

The Thundercats were in the jungle. Panthro and Tygra were

refilling the Thunderstrike with fresh Thundrillium while Lion-o and

Snarf layed under a tree resting up for the next fight with Grimclaw.

The others were inside the Thunnderstrike/ Ben-Gali and Cheetara were

making repairs to the epuipment while Lynx-o, Pumyra, and Snarfer

operated a battery powered computer they got a hold of on Thundera.

The only ones not really doing anything were Wily Kit and Wily Kat.

They were siting in a tree with their spaceboards besides them.Wily

Kat was eating candy fruit while Wily Kit just stared at hers.

Do you think Avar remembers me at all, Wily Kat?" She asked her

brother.

"I don't know." Wily Kat replied. "I sure hope so."

Wily Kit handed him her candy fruit and flew away on her space board

with Wily Kat following.

"Where are you going?" Wily Kat asked. "Want me to come with you?"

"No thank you." She replied. "I need to be alone."

And with that, she flew away.

She soared over wild unicorns and living trees with many things on

her mind and trying to keep focused on what they had to do now.

Suddenly, as she was flying around the Wolow village, she heard

screams coming from the Tree top Kingdom so she flew there immdeitly.

When she got there, she saw a Liza-Thon. It was attacking the Warrior

Madiens. Wily Kit flew over the monster and saw Grimclaw sitting on

it, and right beside him was Avar. Her eyes widened, still suprised

that he had control over her friend. But the ring was gone from his

head. Now he wore a black Bracelet.

"With the black bracelet," Grimclaw said to himself. "I have even

more control over Avar."

She threw a couple of smoke pellets at them and they exploded right

infront of Grimclaw. Then she made her move. She dived down on her

spaceboard and snatched Avar from the Liza-Thons back. She then

watched as the frightened and confused liza-thon stomped out of the

Tree top kingdom. Knowing they would be safe, she flew to a desserted

jungle where she and Avar were alone.

"Avar, it's me." She said as she looked into his possessed eyes.

"Please tell me you still remember me." She pleaded with him, but she

got no answer..

Her eyes began to water. "Don't you remember when you vowed you would

never let Grimclaw take youm over?" She whimpered.She grabbed his

shoulders and looked even deeper into his eyes.

"Please tell me that my my friend is sitll in there." She said.

"it's no use." She heard a voice say. She turned around and saw

Grimclaw walking towards her and Avar.

"Avar, come." He said. The boy walked towards him. Kit grabbed his

arm and pleaded with him not to go, but he pushed her away.

"He can't even hear you, brat." Grimclaw said. "He obeys only me."

Wily Kit looked at the bracelet on his wrist and remembered.

"Of course." She said to herself. "I remember now! We've got to get

that bracelet off of his head."

"Avar." Grimclaw prepared to command him. "Play your song."

Avar played on Grimclaws black flute and a minute or two later, five

brutemen walked out from the trees and bushes.

"Destroy her!" Grimclaw ordered. Avar played the flute some more and

the Brutemen prepared to attack.

At the tower of Cruleity, Cougar-in continued to think about

what he was going to do now. Was he going to believe the ghost of

Jaga, or would he continue to work with Grimclaw and forget the whole

thing happened? He walked down the hall way of the tower as he

thought about this. Suddenly, he stopped dead in his tracks. He

looked ahead and saw a light blue glow. As he exmained the glow, he

saw that there was a transparant person within that glow. It was Jaga.

"Who are you?" He shouted at the ghost. "Why do you taunt me like

this?"

Jaga just looked at him. "It's time to tell you who you truly are and

where you belong." He told Cougar-in.

"Years ago, I had defeated a friend of mine who had betrayed the code

of Thundera. His name was Grune. But when I banished him, that wasn't

the end of him. The army of Muraders were still loyal to Grune and

declared war upon Thundera. The leader of this army was named

Grimclaw."

"What?" Replied Cougar-in.

"For nearly eight years, we battled agaiinst Grimclaws soldiers, but

we proved to be the stronger. His soldiers were impriosned but he was

also exiled from Thundera and set adrift in space. He managed to come

to Third Earth and take over.

"But where do I come in all this?" Cougar-in asked.

"As you know now, you are my son." Jaga told him. "When this was

began, you were only 2 years old, but even then, you were destined

for something great."

The hallway flashed a bright light and a golden spear fell between

them.

"This is the Spear of Thundera." Jaga explained. "It's powers are

nearly as great as the Eye of Thundera, and they come from the

legendary Star of Thundera."

Cougar-in walked up to it and touched it. The spear was smooth and

warm as if it welcomed his hand.

"I still don't understand." Cougar-in told Jaga.

"You were destined to possess this Spear and become the guardian of

virtue." Jaga told him. "Grimclaw knew this power would destroy him

and his cause, so he sent to have you kidnapped. I fought him away

from you and had thought I had saved you, but Grimclaw had placed a

spell on you to believe you were suppsosed to serve only him, so when

you were twelve, you ran away and flew to find Grimclaw. The two of

you traveled from planet to planet conquering each one. And soon,

Grimclaw compleated the spell and wiped out any memory of me you had."

"How can I trust that you are telling the truth?" Cougar-in asked.

"Look into your heart." Jaga told him. "You may serve Grimclaw, but

you beat the heart of a Thundercat."

"Now that you mention it," Cougar-in replied. "Somthing about

Grimclaw always did rub me the wrong way."

Cougar-in stepped up to the spear still glowing it's powers of light

and virtue. He reached his hand towards it slowly and finnally

grasped on to it. Cougar-ins eyes began to glow and on the left side

of his chest formed a symbol. The symbol of the Thundercats.

He looked upon the spear. It was solid gold all around and had a

point tip. On the sides of the point tip were two extra blades. He

looked upon the spear with a sense of understanding. At long last, he

knew where he belonged.

At the Treetop Kingdom, the Thundercats helped the Warrior

Madiens repair their village while Lion-o asked Willa if she had seen

Wily Kit.

"Yes, I did." She replied. "It was quite strange really, she didn't

fight Grimclaw too hard, she just threw a few of her smoke bombs at

him and took a boy about her age that was with her."

"Avar!" Lion-o said.

The others stopped working.

"She found Avar?" Panthro asked.

"She must've." Replied Lion-o. "And if i'm right, she must be in

great danger."

At that moment, the Eye of Thundera glowed franticlly. Lion-o looked

into its' curled crossbars and said; "Sword of Omens, give me sight

beyond sight!"

His eyes glowed and saw Wily Kit surround by Brutemen all under the

possesed Avars control.

"We have to save her." Exclaimed Lion-o.

"Go." Wila said. "We can hadle things from here"

"Thanks Willa." Lion-o said. "Thundercats, ho!"

They hopped onto the Thunderstrike and searched for Wily Kit.

They found her in the jungle still surrounded by the Brutemen. They

landed the Thunderstrike and came to her resuce.

"Try not to hurt the Brutemen." Lion-o told them "The don't know what

they're doing."

They fought off the Brutemen without hurting them and saw Grimclaw

with Avar beside him.

"Set Avar free!" Lion-o ordered.

"I am in control now." Replied Grimclaw. "With this child with me, I

can control any creature on Third Earth.

"We'll see about that!" Lion-o said.

"Lion-o!" Wily Kit shouted. "He's replaced the ring with a bracelet!

You have to destroy the bracelet!"

He pointed his Sword at Avars wrist and was about to destroy the

bracelet when Grimclaw said something that caught his attention.

"I designed that bracelet pacifically so you can't destroy it." He

said. "If you do that, you may give Avar serious brain damage."

Wily Kit tapped Lion-o on the side. He knelt down and Wily Kit

whispered in his ear, "I have a plan. Just keep Grimclaw busy."

"Okay." Lion-o whispered back.

"In that case, I'm just gonna force you to release him" Lion-o

growled at Grimclaw. He then leapt at Grimclaw and the fought. As

they fought, Wily Kit ran up to Avar.

"Avar, try hard to remember me." She said. She held his flute to him.

"See?" Wily Kit said. "I've kept it safe."

Avar looked at I confused.

She then held his hand.

"You don't belong with Grimclaw." She told him. "You belong with us.

You used to say you wanted to be a Thundercat, please tell me you

remember."

She got closer to him and held his other hand.

"I've cared about you since you rescued me from that Liza-thon, and

when you told me aobut your parents, and I want to tell you that I

understand. Kat and I lost our parents during the war against the

Mutants on Thundera, so when you think you're alone with your

problems, you should know now that you're not."

The others couldn't believe what they were hearing or seeing. Wily

Kit had never been this compassionate with anyone before.

"Wily Kit has real feelings for Avar." Lynx-o said. "She's really

grown up in these past couple of years."

She continued to hold his hands and look into his eyes. She believed

she was getting to him, but he shook his head and shoved her into the

ground.

"Here!" Said Grimclaw as he tossed a sword to Avar. "Prove your

loyalty to me and kill that little brat!"

He raised the sword over the injured Wily Kit.

"Please, don't" She pleaded with him.

He held the sword in the air, but didn't budge. He just kept staring

into Wily Kit's eyes as if a million thoughts were going through his

mind. He closed his eyes and looked as though he was confused.

Kit closed her eyes for a minute thinking that she had failed, but

nothing happened. She then heard a familiar voice.

"W-Wily Kit?" He asked as he dropped the sword and the black flute..

She looked into his eyes. They were back to normal.

"Wily Kit, i'm so sorry for the trouble i've caused." He took off the

bracelet and threw it to the ground. "Please forgive me." He said.

Wily Kit stood up and hugged her friend. "Let's never fight again."

She joked. Avar smiled warmly at her joke. She looked at his smile

and it made her feel good to see him smile after all he's been

through.

"I never had to." Wily Kit told him. Then she glared at Grimclaw, who

was being pinned by Lion-o.

"But I don't think I can ever forgive you!" She said.

"I never asked to be forgived." Replied Grimclaw. "Nor do I want to

be."

His eyes began to glow furiously. "Things were going well until you

all came." He said. "But my plans still can continue!"

"What plans?" Lion-o asked confused.

Grimclaw levitated into the air and by sheer will pushed Lion-o away

from him.

"I gave Avar that flute because I could absorb his powers with it."

Grimclaw revealed.

Avars eyes widened when he heard this.

Suddenly, Lion-o felt someone grab his wrists. He looked back and saw

Wolfjaw.

"Now my plans will successed!" He claimed.

But suddenly, a golden spear landed infront of Grimclaw from a tree.

He looked up and saw Cougar-in.

"You!" He shouted.

Cougar-in leapt out of the tree and landed right infront of him.

Grimclaw expected Cougar-in to help him destroy the Thundercats, but

he didn't. then he saw the Thundercats symbol on Cougar-ins suit.

"I know where I belong now." Cougar-in told him. "And it's not with

you."

Grimclaw back slapped Cougar-in in the face with his claws. He fell

to the ground in pain.

"Ho!" Shouted Lion-o and a beam of energy smashed into Grimclaw. Lion-

o pointed his sword of omens at him.

"I know your whole story." Said Cougar-in as he stood back up. "And

mine."

"So that's why he destroyed Cats Lair so fully." Replied Lion-o.

"Yes." Replied Cougar-in. "And now Jaga has given me the truth, I

will no longer serve you."

Suddenly, Cougarin was punched in the back by Wolfjaw and he fell

back to the ground.

"You don't matter anyway." He said. "Nothing can stop me now."

He played his black flute and the sky grew dark. Lighting flashed and

zapped into the ground forming a into a figure. It was five times as

bigf as Lion-o and was muscular.

"Now, you know my fury, but yo've yet to see my masters fury!"

"Master?" Lion-o asked looking at Cougar-in.

"I don't know." Cougar-in said. "He never told me anything about a

master."

"No, but he will soon destroy you all" Grimclaw vowed. "And we will

rule Third Earth and soon, the universe!"

Chapter ten (Final)

The lighting flashed viciously across the sky as Grimclaw

continued to play his black flute.

"Who is this master you're talking about?" Lion-o demanded to know.

"You'll see soon enough." Grimclaw replied. Then he continued playing

the flute.

The lighting formed into the shape of a human wearing a helmet.

"That figure looks familiar." Lion-o said.

The figure then spoke.

"You've done well." The figure said in a deep, scary voice. "But it

took you far too long for my taste."

"Wait." Remarked Lion-o. "I know that voice."

He ran up to the lighting surged figure and shouted; "Mum-Ra!"

"Yes, Lion-o." The voice admitted. "Mum-Ra!"

And in a flash of light, the lighting figure revealed himself to be

Mum-ra in his Everliving form and twice as big as Lion-o.

"How did you do this?" Lion-o asked.

"It was simple!" Mum-ra told him. "When you left third earth, I

followed never thinking that without you, Third Earth would finnally

be mine for the picking, but when I was defeated by you that last

time, it made me relize that I needed a new strategy. The anicent

spirits of evil told me about Grimclaw and how and why he floated

aimlessly in space. The spirits convinced him to join them and sent

him to Third Earth. Once he went to Third Earth, he took it over

easily with the help of some minions of our own and Cougar-in, the

one Grimclaw brainwashed himself."

"But how were you involved in all of this?" Cougar-in asked.

"Our plan was simple, fill Third Earth with as much fear and dispare

as possible, and use the power of Avars gift to free me. We had known

of Avars gift for quite some time, we almost failed when you blasted

Thundercats arrived, but we just managed salvige enough dark energy

to make our plan work and now, you will all die!"

"And we will rule Third Earth and the universe for ever!" Replied

Grimclaw.

"Ah yes." Said Mum-Ra. "My savior!"

He turned to Grimclaw with a devilish smirk on his face and grabbed

him with his fist and held him up.

"What are you doing?" Grimclaw gasped. "I served you faithfully!"

"You've been far too much of a failure to keep around!" Mum-Ra

replied. "And besides, your services are no longer needed!"

Mum-ra's eyes began to glow an angry red and Grimclaw screamed has he

was blown to dust and scattered across the area.

"He destroyed him!" Cougar-in said in shock. "Just like that!"

"I'll teach you to kill my master!" The loyal Wolfjaw vowed. He

charged towards Mum-ra with a spear. Mum-ra though did not look

threatened. "You think you can stand up to me?" Mum-ra asked. "You

scare me even less than those annoying Thundercats!"

He swung his arm and dark energy shot from his hand. The energy

collided with Wolfjaw and imeditly vaporized him.

"How can he do such things?" Avar asked. "And look as though he did

nothing?"

"This is Mum-ra, Avar." Lion-o told him. "He's the ever-living source

of evil!"

"Ever-living?" Replied Avar. "Then how can we defeat him?"

"We've done it before." Said Lion-o. "We can do it again! Ho!"

He raised his sword of omens which flashed and roared with power and

he began to assult the ever living priest of darkness.

"You are no longer a threat to me, Lion-o!" Mum-ra told him. We swung

his arm and smacked Lion-o into the ground. Lion-o fell hard onto the

ground in pain.

"Lion-o!" Shouted Avar. He ran to him, but Wily Kit grabbed his arm.

"Don't go Avar!" Said Wily Kit. "You'll get hurt."

"But this is my fault!" Avar replied. "Grimclaw used my "gift" to

free Mum-ra." He held his flute and looked at it in anger. "This is

no gift like my mother told me. This...this is a curse!"

He then felt the hand of Lynx-o rest upon his shoulder.

"It's only a curse if you let it be." He told Avar. "I thought the

lost of my sight was a curse, but when I delt with it and focused

more on my other senses, I had more abilities than most people who

can see."

"So, my gift can help if I focus?" Avar asked.

"Yes." Replied Lynx-o.

"I've got to help Lion-o." He told Wily Kit.

"Okay." Wily Kit replied. "But first..." She dug her hand into her

pouch and took five pellets from it.

"Here, you might need these."

"Thanks Wily Kit." He kissed her on the cheek and said; "You've been

so kind to me, I don't know how I'll ever repay you."

"Well, for starterrs you could go help Lion-o and stop talking to

me." She replied.

"Consider it done!" He then ran off to to Lion-o who was blocking Mum-

ras energy bolts with the sword of omens.

Wily Kit touched her cheek that he kissed in amazement and denial

that she enjoyed it.

Wily Kat then nuged her waist with his elbow and looked at her with a

grin. "I think he's taken a shining to you." He said. Wily Kit

blushed when he said this. "Don't be silly, Wily Kat." She said. But

deep down inside, she believed it.

"Give up Lion-o!" Mum-ra told him. "You should know you can't win!"

Without being seen by Mum-ra, Avar played his flute and Mum-ra stoped

attacking.

"That sound!" He said. He then screamed in pain.

"What's happening?" Lion-o asked.

"The music from Avars flute must be admitting some sort of positive

energy." Replied Panthro.

"And it's weakening Mum-ra!" Wily Kat finished.

Mum-ra slowly walked towards Avar who continued playing.

"Avar! Look out!" Shouted Wily Kit. "He'll kill you!"

A black aribic styled sword appeared in Mum-ras hand and he swung it

at Avar. It chopped his flute in half. As the flute layed on the

ground in half, Avars anger snapped and he lunged at Mum-ra.

"You monster!" He shouted. But Mum-ra just backslapped him and Avar

flung to the ground.

Oh no!" Shouted Wily Kit as she ran to him. "Are you alright?" She

asked.

"Yeah." He said. She looked at his face. He was bruised on the cheek.

He stood up despite his injury and walked slowly towards Mum-ra.

"What are you doing?" Wily Kit asked.

"It's my fault Mum-ra was released." He said.

"No it's not!" Replied Wily Kit. "You were under Grimclaws control.

You had no choice, besides, you can't take him on yourself."

"Who said I was going to?" Replied Avar with a smile.

Wily Kit looked at him confused but saw that he was holding the

pellets she gave him and she smiled in reply.

He threw the pellets at Mum-ra and they exploded into energy rings

that wrapped around him. Mum-ra struggled, but he couldn't get loose.

"Now Lion-o!" Avar shouted.

Lion-o pointed his sword at Mum-ra and released a bolt of energy. It

collided into Mum-ra causing an explosion, but dust covered the scene

and they couldn't see what happened. When the dust finnally cleared,

the saw Mum-ra grunting in pain and still trapped in the energy

rings, but he wasn't defeated.

"By Thundera." Cursed Lion-o.

At that moment, Mum-ra broke free of his rings. He felt dizzy, but he

could still fight. He threw an energy bolt at Lion-o, but it was

blocked. Not by Lion-o, but by Cougar-in. The former minion of

Grimclaw held his spear of Thundera toward Mum-ra and warned him to

back off.

"You frighten me even less than that Lion-o!" Replied Mum-ra.

"That's because you havn't seen my power!" Cougar-in replied. He

pointed the spear at Mum-ra and said "My power comes from the Star of

Thundera! You havn't a chance!" An energy bolt shot out from the

spear and hit Mum-ra in the chest. Mum-ra fell to his knee in pain.

"How dare you strike me!" He said. He lifted his arm and was about to

shoot and energy blast, but he felt a whip wrap around his wrist. He

turned and saw Tygra holding the whip.Mum-ra swung his arm and tygra

with it. He fell to the ground with his whip still in his hand. He

lashed the whip around his body then and turned invisable.

"Same tired old tricks." Said Mum-ra. But then, he sword floated out

of his hand and was thrown away.

Then Tygra reappeared. "Yes, but they still work!"

Mum-ra threw his fist at Tygra, but he dodged it the nick of time.

Lion-o and Cougar-in charged at Mum-ra with their weapons in their

hands. They swung their weapons at him, but he kept blocking them.

Finnally, Cougar-in surged energy into his spear and slashed it

across Mum-ras side. Mum-ra then fell to the ground.

Avar meanwhile was knealing on the ground with the two halfs of his

flute in his hands.

"My mother gave this to me." He said to Wily Kit as he began to

cry. "It was the last thing she ever did for me before she died."

Lion-o walked up to him and looked at the flute. "hmm." He

said. "This shouldn't be too hard to fix."

He pointed his sword at the broken flute.

"Hold the pieces together." He told him and avar did. The sword then

lit up and shot energy into the flute making it whole again.

"Thank you so much, Lion-o." Avar said.

"I should be thanking you." Replied Lion-o. "You've been a big help

fighting Mum-ra. I think you've got the potential of a Thundercat."

Avar smiled about this but soon stopped when he looked behind Lion-o.

"Lion-o!" He shouted. "Look out!"

He pushed Lion-o and Wily Kit out of the way and ducked. Mum-Ra had

regained his balance and lashed out at them. He then grabbed Avar.

"Your usefullness to me has ended as well, boy." Mum-ra told him.

Wily Kit and Wily Kat threw pellets at Mum-ra that turned into smoke

and light. At that moment, Avar felt picked up. When he got out of

the smoke and his vision returned, he saw he was on Wily Kats space

board.

"I figured it was my turn to save you." He joked. "Just don't get as

fond of me as your are of Wily Kit."

"What do you mean?" Avar asked as he blushed.

"Oh c'mon." Wily Kat replied. "I may be slow sometimes, but I can

tell that you've really got it for my sister.

"I hadn't even really thought about." Replied Avar. "But," He began

to blush even more. "I guess you're right."

Wily Kat turned his board to find Wily Kit and Lion-o. They were

fighting Mum-ra along with all the other Thundercats. Tygra was

throwing fireballs with his whip, Panthro was shooting energy blasts

from his numb-chucks, Ben-Gali was swinging his hammrer and shooting

energy from it, Pumyra was swinging her lasso, Lynx-o was using his

energy disc, and Cheetara kept leaping in the air and swinging her

staff at Mum-Ra.

"Stop trying to defeat me." Mum-ra shouted. "You must know it's

futile."

"No Thundercat ever gave in to evil Mum-ra." Replied Lion-o.

"Then you will die!" Replied Mum-ra.

Wily Kat and Avar flew to the fight. Wily Kat handed Avar some of his

pellets and threw some of his own at Mum-ra that exploded into smoke.

He then threw his rope at Mum-ra wrapping it around his wrist.

"Bah." Said Mum-ra. "Same tired old tricks."

He flung the rope off off and Kat and Avar got slingshoted away until

they were both caught by Cougar-in.

"I'm going to make things right." He said. He put the kids down and

ran into the fight with his spear pointing at Mum-ra.

"Hey Mum-ra!" He shouted as he charged toward him. "Conquer this!"

And with that, he stabbed Mum-ra in the side with his spear.

Mum-ra screamed in pain, but then released a bolt of energy through

his wound, through the spear and into Cougar-in. The pain was

excruciating, but he held on knowing that the pure good energy of the

Star of Thundera the Spear admitted was weakening Mum-ra drasticlly.

"Now Lion-o" He shouted.

Lion-o pointed his sword to Mum-ra chest.

"Sword of omens, smight the evil that is Mum-ra. HO!"

An enormous blast of energy shot out of the sword and straight into

Mum-ras chest. Mum-ras body then exploded from all the pure energy

surging through him blowing dust and smoke everywhere. Once the smoke

had cleared, they saw Mum-ra body was gone. But they heard his

familiar laugh in the air.

"You've won the battle, but the war will continue through eternity.

For as long as evil exists, Mum-ra lives. Mum-ra lives. Mum-ra

lives!" He laughed again until his voice faded into silence.

"I'm sure of it." Replied Lion-o. "But it will take him quite a long

time to regain his physical form."

The next day, a celebration was brewing on the freedom of

Third Earth at the Berbil Village, and every creature known on Third

Earth was there. Within the celebration came somthing very special

the Thundercats. Lion-o and Avar stood face to face in a field.

"For bravery, honesy, and true friendship, I Lion-o, Lord of the

Thundercats dub you, Avar A Thundercat.

He held up his sword and the Thundercats symbol shined from the eye,

and formed into Avars shirt.

"Welcome to the team, Avar." Lion-o told him. "May you continue to

carry the sacred code of Thundera. Then he and Avar said together

as they shook hands; "Justice, Truth, honor, and Loyalty."

Wily Kit standing next to him hugged him tightly in proudness of her

best friend. But Avar looked into Wily Kits eyes and Wily Kit looked

into his. they could each feel something more than friendship and it

was time to show it. For the first time, they kissed.

At that moment, horns were sounded from the berbil houses and

the celebration began. The village was filled with music, dancing,

and Candy fruit. But after nearly 3 hours, the party ended and the

Thundercats were ready to return to Thundera. All except one.

Lion-o and Cougar-in looked at each other. Neither one of them could

believe that they used to be mortal eneimes until now.

"It can be really amazing how much a man can change if you give him

the chance." Lion-o told him.

"I'm sorry you're not coming with us to New Thundera."

"I can't" Responded Cougar-in. "Someone has to stay and make sure

that people like Grimclaw or Mum-ra never enter this world. Mum-ra

was right. This war may last forever. And if that's how long it takes

to defeat this evil, then so be it. I owe it to Third Earth after

what i've done."

"You know how to contact us if you need us." Lion-o informed him. "I

wish you peace, and farewell Friend."

Lion-o then walked into the Thunderstrike and flew off.

Inside the Thunderstrike, Wily Kit and Avar sat on chairs.

"That kiss sure felt strange." Said Avar.

"But nice." Replied Kit.

"Wily Kit, do you think i'll make a good Thundercat?" He asked

looking at the symbol that showed on his shirt.

"I think you could make Lord of the Thundercats if you really try."

Replied Wily Kit.

they both laughed.

Ben-Gali walked up to them. "We'll be entering Thundera in an hour."

He told them.

"It'll sure be nice to be there without worrying about Third Earth."

Said Avar.

"Yeah." Replied Kit. "You can meet all our friends there."

"It was sure cool fighting Mum-ra like that, but I'll have to admit,"

Avar said. "I sure hope we don't have to make a fight like that

again."

"You said it." Wily Kit replied and they both laughed as they

continued they're way to New Thundera.



THE END.