Thanks impart to, Tygra's crazy driving and Panthro's backseat driving, the Thundercats cut nearly a day off their trip to the Berbil village. By current estimations they would arrive a few hours before sunset. Plenty of time to stock up on supplies and begin inquiring into the Berbils unique past.

"Quit throttling the engine! Do you want us to run out of Thundrillium, because I'm not in the mood to dragging this tank to a blocked up mountain for more! Careful, you're going to damage the intake valves! Ugh, if I had my arms I'd be wrestling you away from my baby's controls right now," Panthro growled angrily. He was not enjoying riding in the passenger seat next to a happy Tygra.

"Would you relax a bit Panthro, I've got it under control. I already cut nearly a day off our journey by taking that shortcut."

"You nearly tore the paneling off going through that narrow ravine!"

"The point is, I know what I'm doing. I even fixed up the navigation guide," Tygra retorted, only for the navigation system start to spark and smoke. He helpfully hit it, much to Panthro's vexation, before the entire system blew up in the face. Both of them start chocking and sputtering on the inky smoke. The Thundertank started fishtailing about, plowing through some overgrown mushrooms and nearly flipping over a hill.

Inside the tank, everyone was screaming and being thrown about. Poor Snarf was digging his nails deep into the metal, leaving tracks behind as he flipped about. The kittens were holding onto each other and WilyKat's flail for dear life. "HELP US!" they screamed in unison.

"What in the name of New Thundera is going on out there?" Lion-O yelled up top. Smoke was starting to pour down into the cabin. "We've got to stop this crazy ride fast!"

"Fast is my middle name Lion-O. Open the hatch!" Cheetara yowled. He complied managing to hit the release. As he started to slide towards the exit he dug the Claw Shield's claws deep into the metal. "Get going now!"

"Right! Be back in a flash!" Cheetara leapt out of the hatch speeding off in front of the tank. Coming to a dead stop near a mushroom grove she slammed her staff into the ground praying to Jaga this would work. Vines erupted from the ground, meandering all over the mushrooms; until they formed a narrow furcated. Satisfied she leaped out the way as the tank barreled into her trap until it came to a complete stop pinched between the two paths. "Is everyone alright? Tygra! Are you injured?"

"No, but he's going to be! That idiot damaged my baby and nearly got us all killed with his cockiness! Look at my baby! She's scratched, torn up both inside and outside, and who knows how long our Thundrillium supply will last!" Panthro was screaming. He got up to punch him only to lose his balance and fall back in his seat painfully.

"Panthro! Here let me help you," Lion-O said helping him up. The kittens brought some bandages medicine while Snarf carried a wet rag to Cheetara for Tygra. Lion-O glared angrily at his brother wanting to scream at him for taking such risks. Usually he was the impatient one, not Tygra! "Why were you going so fast anyways? We weren't in that much of hurry to reach the Berbil Village, it could have wait another day."

"You're the one who insisted that we get back into top form as soon as possible. Until you figure out how to use that Spirit Stone, our best offense is to keep ahead of Mumm-Ra by finding the other two stones. If your hunch about the Berbils pays off we could get a big lead, but if it's nothing than a waste of time we should minimize our time loss. It's sound military strategy, Ow, not so rough Snarf."

"A sound strategy, which nearly crippled our only transportation and damaged our supplies, dear brother. We have an injured person with us, we need to take it easy for a couple days," Lion-O snarled at Tygra, still slighted after the comment about the stone. "As for the Spirit Stone, I've only had it for a few days. It will take sometime to unlock its potential, so I kindly ask for your patience."

As the two brothers glared at each other no one noticed the Spirit Stone reacting to Lion-O's strong negative emotions. The black specks were back again trying to break free, only to be crushed under a speck that looked eerily like the Thundercat symbol. Pressing itself against the surface of the stone, the speck released more residue, spreading it across surface and coating it in a glittery sheen.

"Boys that's enough, Tygra you shouldn't have been pushing the tank so hard and Lion-O getting angry won't help us. We're only a few miles from the Berbils. They can help us fix the Thundertank and restock us. I'll drive the tank with Panthro's guidance. The rest of you should make sure our supplies weren't damaged. Now shake hands so we can get underway," Cheetara ordered. The brothers did as she asked and soon they were on their way.

Inside the tank Lion-O decided to check the Claw Shield and Sword of Omens for damage. He was disgusted to find some glittering sticky stuff on the shield. He touched it hesitantly trying to figure out what it was. "Whiskers, some fluid from the tank must have gotten on the gauntlet. Now what am I going to do?"

"Hey Lion-O here, you can use this scrap of cloth to clean it up," WilyKit suggested helpfully, giving him a torn piece of her skirt. Lion-O gave her a smile as he took it, not noticing that he got some of the glittering residue onto the girl's hand. Nor did WilyKit say anything about the strange spark that went through her body. She just thought it was static and went back to helping the rest with the supplies.

The Thundertank crawled into the village about an hour and half before sunset. The Berbils were elated about seeing their friends again. They rolled over cheering. Robobear Bill was the most enthusiastic, almost putting real emotion into his welcome speech. "Berbils are happy to see Thundercats. Robobear Beriel and Robobear Bella miss Thundercats."

"We've missed you as well Robobear Bill. I'm afraid this isn't a social visit. This time we've come to ask the Berbils for help," Lion-O told him sadly, as Panthro was lowered to the ground. The Berbils gave a collective gasp, upset to see their favorite Thundercat injured.

"Quit crying it doesn't hurt nearly as bad as it look. I'm can still walk just fine," Panthro told the bears. "Hey, no need to be upset I'm still alive you should see the other guy! Ugh, um the reason we came here is that we hoped you might be able to help build me some new arms."

"Do you think it's possible? After all you guys are able to repair yourselves, despite a lot of damage," Tygra pointed out. Grafting technology onto a living body seemed impossible to him.

"Thundercats help Berbils so Berbils will help Thundercats. We can fix Panthro, it will take time. Is there anything else that Berbils can do to help Thundercats?" Robobear Bill questioned.

"There are a few things that you can help us with. We need help fixing and upgrading the Thundertank, along with some supplies. Also we were hoping we could talk to you about your past," Lion-O mentioned cautiously.

"Past? Why is Berbils' past so important?" Robobear Bella asked, speaking for the first time. She sounded nervous about talking about the past. The entire village seemed scared by talk of their past.

"We mean no disrespect Robobear Berbils, we understand that your past might be too traumatic to discuss. We are asking though, because we are on a quest to locate special stones of power, so we can unite the animals against a terrible threat. An ancient evil, more sinister then the Commodore who kidnapped and sold you, called Mumm-Ra is indomitable in his pursuit for the stones. He already destroyed our home of New Thundera to get the Eye and nearly took out the Elephant Village, for the Spirit Stone. We have reason to believe clues in your past will help us stop him, but we need your help. So will you help us please?" Cheetara pleaded, kneeling in submission to the Berbils.

The Berbils started talking in super fast binary code, going over the head of the assembled cats. Long ago, they had sworn off talking about their animal past, and how they went from live animals to almost entirely automatons. It was very painful, not that there were any regrets about the end results. They still were alive and thriving, even if it wasn't the same. Still if those secrets could help preserve their future then maybe they were worth sharing. The Thundercats had proved themselves to be honorable and loyal friends, who seemed to value family, a crucial factor in their society.

"We have decided to help. Berbils will fix Thundertank and Panthro. It will take a few days though. Make sure they work right, have replacement parts manufactured for accidents," Robobear Bill responded.

"We will talk about our past and share secret documents with Thundercats. Thundercats must promise not to reveal our secrets to anyone. Our secrets are sacred part of our heritage," Robobear Bella expressed to them.

"You have my word as Lord of the Thundercats, that neither I nor any of our clan, will betray your trust. Your secrets will be safe with us," Lion-O promised. The others gave their words as well sealing the bargain. With that settled the tank was moved into a shelter to be worked on, while Panthro was given an exam for his prosthetic arms. The next few days would be interesting.

The Berbils got busy taking measurements and designing Panthro's new arms. The limbs had to be able to perform just like real ones, but be strong enough to take a hit without sparking or ripping off. They took samples of Panthro's fur to grow new ones to cover the metal up; Panthro even insisted they add in his old scars so that you couldn't tell the difference.

"Panthro will need to learn to maintain arms," Robobear Bill reminded his friend.

"Yeah, well I'm a pretty good builder, so don't worry I can fix my new arms if there's a problem. Would you please stop hugging me?"

"Panthro sad, Panthro can't hug. Robobear Berbils hug Panthro to make him feel better," one of the Berbils replied. Others joined in with similar cheers, much too old battle cat's demise.

"I'm fine, really, I don't need hugs! Just tell me when you can put those new arms on."

"Robobear Berbils working hard; we should finish tomorrow. Place new arms on later. Panthro and Thundercats should stay a day to test out arms. Tank modifications should be complete by then too."

"Thank you Robobear Bill we appreciate it. I'm sure that your people's skills will help us greatly. You've already helped us so much by letting us stay here for a few days," Lion-O told them kindly.

"You said that you would tell us about your past. Please if you can think of anything that can assist us we'd be honored to hear it," Tygra stated.

"Follow me please. Remember your promise. You will not tell anyone what you hear, nor share what we give you with those who are not friends."

"No sweat we can keep a secret right Kit?"

"Right Kat! This should be fun! Come on Robobear Beriel you can come with us! He can right?"

"Yes, its time for Robobear Beriel to learn our secrets. This way please," Robobear Bella said. She rolled into a ball and headed off to the farthest building in the village. It was not the usual orange, weird shape like the rest. It was a dark red with black specks shaped like a square. Instead of artificial lights candles glowed as they entered the building. Frescoes on the walls showed the Berbils as normal bears and there were book cases filled with books. Robobear Bella took one large volume from a shelf and placed it on the table. The Thundercats let out a gasp as 3D holograms popped up from the book.

"What an interesting piece of technology. It reminds me of the Book of Omens."

"The Berbils greatest secret, our triumphs and shame are recorded in this book. While it can be read, I believe a live experience will help you understand us better." Robobear Bella was no longer talking robotically and her voice seemed more alive and real.

"Centuries ago, we Berbils were flesh and blood, just like the Thundercats. We had simple lives, building machines and items for trade with the nearby villages belonging to the Weasels and Vultures. The Vultures enjoyed our candy fruit and exchange they would give us esculents to mix in with our diet. The Weasels were clever with metals and treasures we like to wear or add to our inventions. It was a happy life and we were filled with joy for a prosperous future. We thought, finally, that we could be happy and safe, but it was not meant to be."

"One day, our ancestors stumbled across a green stone when we were searching for materials to use in construction. The sphere was in perfect condition and was emitting a strange energy. Research by our ancestors revealed that it must have been one of four Stones of Power, from lore, scattered to the winds when our people crashed into this world. From legends they knew of the power of this stone, the Body Stone, and hoped to harness its power, to help us grow," Robobear Bella explained, showing the image of her ancestors installing the stone into one of their production machines. The stone's power seemed to boost the Berbils' tech and soon they were building better and better machines. Soon their village was bigger and grander.

"Amazing to think the power of one little stone could create such a utopia for you. Its no wonder that Mumm-Ra was after its power for his own selfish desires," Cheetara commented.

"Excuse me, but I'm confused. Obviously the power of the Body Stone made your lives easier. Your building skills were phenomenal. So what changed to turn you into well um the Berbils you are today?" WilyKat asked.

"Mama, why are we not fully flesh and blood anymore?" Robobear Beriel asked.

"The Body Stone was our greatest gift, but also our curse. We became so dependent on its power, using it for our own selfish purposes instead of sharing its powers with our friends, the Weasels and Vultures, that we became vulnerable to harm. The blessing of the stone had an antipode effect on us when a strange sickness on the desert winds blew into our hollow. We became deathly ill as the plague destroyed our bodies. Trade was stopped so our village fell in disrepair. Our former friends sent messengers proclaiming their desire to help us, give us food and medicine. We refused, out of concern for them, but mostly shame that we hadn't shared our power. Many believed that this was our divine punishment for becoming arrogant."

"It wasn't your fault that your people got sick. Nor was it punishment for using the Stone's power to help build a better future for you kind. You did the right thing not letting the illness spread, it's not shameful to protect people from harm," Tygra pointed out.

"We should have asked for help and not refused it when offered. It was a mistake. It's not shameful to make a mistake, but it is when you don't admit it or try to fix it. We nearly became extinct when we decided to take drastic measures. Our greatest builders managed to create robot bodies, and by using the gifts messengers left behind install a few living parts, our fur, some systems and such. The survivors used our archiving techniques to place our memories into these bodies. When the last of our flesh and blood ones died, these new bodies activate. We had become the Robobear Berbils. Mostly robots, but still some traces of flesh and blood in us, a reminder of what we are not anymore."

"Whoa, that is quite the story. So you still harvest the fruits because it helps your systems! Your fur still protects you and you still can have families!" WilyKit exclaimed, happily. "See your people aren't dead. You just adapted right?"

"Robobear Berbils always adapt, but we still have problems with asking for help directly. Still shamed by what happened. That's why we didn't ask outright for Thundercats help," Robobear Beriel responded.

"What happened to the Body Stone? The Book of Omens didn't detect it when we were here before," Lion-O demanded.

"We gave the Stone to the Weasels and Vultures to share between them. They promised to make sure that no one would misuse its powers again. That was centuries ago and we lost contact with them decades ago. We are not sure if they still have it," Robobear Bella informed him. "We can give you all our archive records on the Stone and information on the animals' clans. Hopefully that will help you."

"It will. Thank you again for sharing this information with us. We'll join you for the evening meal in few minutes. I can't believe it, another stone and its power nearly destroyed these people. Are all the Stones of Power like that? Just possessing the Eye of Thundera led to our destruction and the Spirit Stone nearly cost the Elephants their lives. Maybe these Stones should be destroyed instead of used."

"That's a pretty grim outlook on the subject brother. Our people have used the Eye of Thundera for generations without any consequences. We haven't seen enough of the Spirit Stone's abilities to make an assumption that is evil. It sounds like the Berbils might have underestimated the powers of the Body Stone. There is no reason to think of destroying the one thing that could give us an edge over Mumm-Ra. Stop thinking like a child and act like a King!"

"I am thinking like a King! You weren't in the Book of Omens, so you didn't witness the Stones of Power in action. I have to base my decisions on what I know and what I think is right. If we just use the powers however we want it could lead to our destruction!"

"Only if we continue to follow you, you may be King Lion-O, but sometimes I wonder what the sword saw in you to make that decision."

"Oh, and you think your so great Tygra! I didn't steal anything from you! Do you know what its like to be in your perfect paw prints, trying to live up to your perfect example? Half the time growing up I thought Father wanted to disown me because he couldn't accept me! You know what forget it, I just wish for once Tygra you meet someone who would show you what it like is to live in your shadow! Then maybe you understand how it feels to be betrayed by someone you thought you could trust!" Lion-O yelled. The Spirit Stone reacted to his anger flashing so bright everyone was blinded for a few seconds. No one notice the thin black and red essences slip out of the Stone and make their way into WilyKit, who fell to the floor. She scrambled back to her feet and out of the room to avoid getting trampled on.

After cooler heads prevailed and they had some dinner the cats settled down for the night. Panthro would be getting his new arms on tomorrow and the tank was one third overhauled. Soon they would be back on the road heading to the Weasels first to see if they knew what became of the Body Stone. Cheetara had forced the boys to apologize to each other and they swore there wouldn't be any more fighting. Snarf and WilyKat were worried about WilyKit, she said her body felt funny.

"I think I'm going to be sick. My insides are all queasy and tight. My mind is racing," she moaned, as Cheetara and Robobear Bella tended to her.

"You have a slight fever is all Kit. You probably picked up a bug. You're going to be fine. Here, eat this. Now get some rest. You'll feel better in the morning," Cheetara told the little girl. After tucking her in Kit was fast asleep.

Hours later when the third moon had reached its peak the moonlight filter through the small windows landing on WilyKit. The moonlight had a weird effect on her body, causing the kitten to glitter, as a small red mist outlined her body. WilyKit's eyes snapped open, but it wasn't her looking through them. "Finally after all that time I'm no longer trapped in that cursed Stone! At last I can have my stolen life back and get my revenge! The first person who'll suffer my wraith is- what these aren't my hands? Why is my voice so small?"

WilyKit stumbled out of bed, nearly tripping over the other sleeping cats and one Snarf adding to her confusion. One cat specifically was causing her confusion because of his resemblance to his ancestor. She found the hatch and got on top of the tank finally catching a glimpse of her reflection in the cannon torrents. She scrambled so far back she fell off the tank, barely managing to land on her feet. She slowly approached the tank to exam her reflection.

"So, I'm not totally free, instead my spirit is tied to this little girl's body. She must have touched my essences when Leo, no his descendent, released me. I've never been a wild cat before and this long tail is luxurious, but I miss my short one. I miss my body. By Thundera how long have I been in limbo? Where am I and what is going on?" the confused girl whispered. Spotting a strange structure nearby Kit took off running.

When she got close, she took a running leap and jumped onto the structure. All cats could climb, but the spirit in control Kit's body seemed to be an expert. She made it to the top of the warning tower and perfectly balanced herself as she gazed up in the night sky. She observed the area and the positions of the stars before coming to a startling conclusion. "It's been nearly three centuries since I was alive and I know we're in the Berbils hollow village, but why? Why are they mechanical now? I need answers."

Her first stop was the Berbils archive, where she learned about their situation and some updates on other animals. She then snuck onto the front of the Thundertank trying to get the Book of Omens to reveal its secrets to her. "Book of Omen, what happened to the Thundercats? Why are we so few and with such little tech? Of course you don't answer me; my darling sister never told me how to use you properly. Hmm, a newly installed computer interface, I wonder. Computer cross reference Thundercat identities and recent history with Mumm-Ra and Stones of Power. Compile and report."

Kit's, no the spirit's, eyes widen in shock as she saw Mumm-Ra, her former master and terror, had wiped out nearly all the Thundercats. She saw their adventures forming her opinions on each member. Her heart was nearly beating out its chest watching Leo no Lion-O in action. After viewing the last entry she shut down the computer. The sun was going to rise soon and she could sense that she would lose control of the girl's body in the light.

"So Mumm-Ra is still around, that cursed mummy will pay for all the pain he's caused me. Until I can get my own body, I will share this girl's learning all I need to know. I'll help them for now, but if anyone, Cat or Animal, are like my dear sister, they shall suffer my vengeance for what was done to me so long ago. Most importantly, if they try to take my mate this time, I won't hesitate to make them suffer death by my claws. In name of my beloved parents, Shadow and Argent, I, Ocelata will make them pay!" Ocelata vowed.