Mumm-Ra was rather pleased with himself. He had captured the one soul who could help him keep his unlimited power, not to mention bring about the complete destruction of the Thundercats and Spirits of Ancient Good! As he observed the sleeping form of Ocelata in her cell he couldn't help, but feel a great amount of pride. "Soon, Third Earth will be mine and then the cosmos."

"Be careful how you speak Mumm-Ra! You still need to convert the girl to the side of evil. Only then can she use her incredible potential to bring about the new age of darkness," The Ancient Spirits of Evil warned him.

"If you wish to keep your power and immortality I suggest that you keep your end of the bargain as soon as possible. The time of the three full moons reaching their perigee is nearing," another Spirit pointed out.

"I need only a few hours to build up my strength and then I will perform the ritual. By the end of the day Ocelata shall be reborn in your image. Ha ha ha!"

Meanwhile, Ocelata had awakened and no longer was feeling the effect of the sloth spell. Not that it mattered much. She was locked behind an energy field being guarded by Atticus and Kaynar. There was no way to escape. She growled angrily clawing at the field. "Let me go!"

"Not a chance pretty kitty. You better get use to that cell because it's your home from now on. Be sure to use the kitty box! Ha ha ha!" Kaynar laughed insanely.

"Hoot hoot, I can't help, but wonder what kind of torture Mumm-Ra has in store for you. Whatever he has planned I hope that he doesn't kill you before you precious Lion-O comes here to rescue you! Then we'll kill him and the rest of the Cats, taking the Stones for our own use!" Atticus bellowed.

"Believe me, that's not why I was captured. If he wanted to use me to get the Stones of Power he could have done so in the mine. No, I fear what he has planned for me is for a darker purpose," Ocelata whispered to them. She was worried for what was going to happen next. She could only hope that Lion-O would obey her last message. She couldn't have him risking everything they worked for to save her. No matter how much he loved her, he had to think about the bigger picture.

"Where ever you are Lion-O, please for once in your life don't think with your heart, but with your mind. I can't have you risking all of Third Earth for me. I'll remain strong for however long I'm here. No matter what happens I won't let Mumm-Ra win."

"Save your breath! That lover boy of yours is going to be skinned and served up for dinner. You best get some rest, Lord Mumm-Ra will be ready to see you soon enough she cat," Slythe warned her as he entered the cell holding block. He was smirking at the cat enjoying her frightened expression. "I wonder what he'll do to you and your kind once they get here to rescue you."

"Believe me; my people won't be coming here to save me. As for what Mumm-Ra wants with me I wouldn't wish this fate upon anyone."

Far away, the group had arrived back in Dog City and were tending to their people and finalizing their alliance with the Rats. Dobo and his forces were helping out and getting ready to escort them back to their ruins. Everyone was busy except for their esteemed leader, Lion-O had tried to help out, but it was evident that his heart was to broken to think clearly. Dobo had kindly told him he could take a break in his office. His friends saw him sitting forlornly at Dobo's desk gazing at the Stones of Power and the Book of Omens.

"Poor Lion-O, I've never seen him this sad before. Not even after he found out about us. He really does love Ocelata," Tygra mentioned as he finished handing out supplies to the refugees.

"You're only now figuring that out? Lion-O is in such a tough spot. He wants more then anything to go search for her, to get her back alive from Mumm-Ra, but he can't," Cheetara said.

"Well why doesn't he? Just because Ocelata told him to forget about her, doesn't mean he has to," WilyKit piped up.

"Yeah, we have three Stones of Power and the Thundertank. We know where she is so why aren't we taking action?" WilyKat demanded.

"Snarf snarf!"

"It's not that simple kids, even if Lion-O wanted to disobey Ocelata's wishes, he has to think about the big picture. We just rescued our people from slavery and were trying to keep the peace between them and their former captives. Also we need to find that last Stone so we have the power to trounce Mumm-Ra. We don't know what he plans to do with Ocelata, but she's certainly important to some plan of his to take over Third Earth. We need to concentrate on building up our strength for the final epic battle," Panthro explained to the kittens.

"So we just leave her to Mumm-Ra? That doesn't seem fair!"

"Fair? When has life ever been fair? Only the strong and powerful survive! I don't know Ocelata as well as you do, but she knew what she was doing when she cast that illusion over me. She chose to make the hard choices and sacrifice her life for the good of our people. If Lion-O is any type of king he'll honor her wishes and do what needs to be done. In life only by making the hard choices does one survive!" Pumyra informed the kittens harshly. She growled angrily, disgusted by the kittens unhappy faces. "Lion-O better get his act together or this so called alliance of his will fall apart. Maybe it's for the better."

"That's enough Pumyra! I know you have a jaded outlook based on your experience as a slave, but that doesn't mean you should say such cruel things about your leader. He proved himself to you in the Pit and concern for his pack-mate, especially the one he loves, doesn't mean he's weak. It means he cares a great deal for his people. He just needs time to heal. You need to give him space," Dobo told her, disapproving of her anger. "You need to be supportive of your leader in his time of crises."

"The dog speaks the truth. Even if it took him sometime Lion-O came for us in the end and made restitution to us. We may not understand all his decisions or agree with them, but in the end he's our leader and looking out for us. Give him a chance to prove himself," a former cat slave told Pumyra, who was shocked that he was helping a limping rat walk over to get medical attention.

"If we don't stand united, then the mummy wins," the Rat responded.

"Fine, I'll give him a chance, but he better pull his act together soon. We need a strong leader and if it takes me being his queen to get it then so be it."

Lion-O was staring at the Book of Omens, begging for it to give him a clue what to do. So far it refused to tell him where the last Stone was, let him inside to view anything or talk with Jaga. He couldn't even do reading mode to find out if any past clerics or kings had dealt with something similar to this. "Please, I need to know what is going on. If you won't tell me where the last Stone of Power is, the very least you could do is tell me what Mumm-Ra wants with Ocelata. Is he after the power in the Diadem of Prophecy? If that's the truth why didn't he just rip it off her head? Does this have anything to do with her past? Please tell me!"

"Lion-O, are you okay? Everyone's worried about you," WilyKit said, coming over and giving him a reassuring hug. She was worried about him and Ocelata. "Has the Book of Omens been any help?"

"No, it's silent. I can't get it to do anything! Ugh, maybe Pumyra was right, I'm a terrible king!"

"No, your not! You're the best king of the Thundercats ever! You just have to believe in yourself. I'm sure that if you trust in the Stones something will happen. Maybe the diary has some clues. Did you check it out?"

Lion-O half heartedly consulted the enigma diary trying to decipher a clue to help them. As he was reading the three Stones started reacting strangely. Just as he was reading out loud a section on checking family bloodlines; the Stones power blinded him. "What is going on?"

"I don't know, but whatever it is, the Book is reacting too!" WilyKit shouted. It was true that the three Stones set a beam of light into the center gem on the Book of Omens, which flipped open and the pages started flipping on their own. The pages settled on a large family tree showing the different cat clans and their linage. Ocelata's was highlight with gold and there were some notes by certain family members of hers. A female voice whispered from the pages, "Gather thy allies, the truth shall come out."

"Lion-O, what does that mean? What's going on?" Lion-O ignored her rushing out of the office and borrowing the seal from Tygra placing it on top of the Eye of Thundera. Everyone watched, wondering what he was doing. "Thunder, Thunder, Thundercats and Friends HO!" The symbol of the cats appeared in the sky, but it quickly changed to the every animal tribe in their allience symbol. They could feel the Stones power calling them to gather. "It's done, in a day's time or so all the tribes in the alliance will converge here. The truth of what Mumm-Ra plans to do as well as the possible location of the last Stone will be revealed."

"For all our sakes, I hope your right," Pumyra whispered.

Back at Mumm-Ra's temple a heavily guarded Ocelata was being guided towards the main chamber. Heavy chains were wrapped around her arms and legs, but she refused to give into her captives. She growled and snarled as they yanked tuffs of fur out. She held her head high as they escorted her to main chamber and tied her to an altar and left her to face Mumm-Ra alone. "I know you're lurking in the shadows, why don't you reveal yourself? I demand to know what you plan on doing to me. Whatever it is, I know I'm not going to like it."

"Such brash manners are unexpected coming from you. I recall you were one of my most loyal and tactful soldiers. It appears your time in the Spirit Stone has made you coarse, but that is to be expected," Mumm-Ra whispered. He appeared in front of her running his fingers through her hair and she snarled trying to jerk away. "It's useless to fight; there is no escape from this place. You belong to the Ancient Spirits of Evil and I."

"I refuse to serve you or your traitorous gods! I will not betray my friends or my love!"

"Your love for Leo's pathetic descendent is beyond my comprehension. He is a weak fool who abandon you to me. What happened to the rage you felt against the cats responsible for your death? Its still burns in your soul no matter how you try to deny it!"

"Don't twist the truth with me! I forgave them for what happen. As for Lion-O, it's true he's not as brave, strong or even wise as Leo. He's childish and naïve, nor does he understand the convoluted of politics and thinks with his heart more then his mind, but he has something over Leo. Compassion and respect for all life. An open mind to what could be and trust in others no matter what they might have done. I am proud to be linked to him and be his chosen Queen. So if I die today, I have no regrets."

"Who said anything about dying? You are being reborn into the being you always were meant to become. You've known since you were a tiny cub sheltered by Shadow and Argent, protected by Panthera, that you were unique. Your sister shared many of your traits, but allowed her panther side to dominate, unlike you. She never displayed any mental talent unlike you. Both parents blessed you with mental talents, talents that have yet to reach their full potential."

"Are you trying to make a point here? Other small cats had mental talents as well. Just because I was doubly blessed doesn't mean anything."

"Do you now understand the power in your blood? You may favor your father Argent in looks and special talents, but unlike your sister you can tap into the magical energies around you just like your mother Shadow. You, who are the last living descendent of the original priests from your father's side and servant mages of the Ancient Spirits of Good from your mother, can tip the scale in this conflict. You can bring about a force of great good or evil depending on who beds you. I can see from your expression you're not surprised."

"I suspected that's why you went out of your way to protect me from Tygrus. You needed a back up plan should you fail to claim all the Stones of Power. I refuse to help you recover them."

"Why should he recover them when you alone know the spells and rituals to recreate them? Only a child blessed with the blood of priests and mages, who's seen the spell, can recreate the Stones of Power!" The Ancient Spirit of Evil commented.

"Together we shall awaken the darkness inside you, transforming you into our champion of evil!"

"On sacred hollow ground that only you can find, you shall recreate the Stone of Power. Bestowing up Mumm-Ra the key to destroying the champion of the Ancient Spirits of Good, the one you call beloved."

"Once you have completed the task, our champion Mumm-Ra with your help, will bring about a new generation of evil from your womb to help conquer the cosmos in our name. Soon enough all life will serve us and the Ancient Spirits of Good shall be destroyed forever."

"NO! I won't let you do this! I won't let you use me like this!"

"It's either you or the kittens. The bloodline is weak, but their mental talents indicate they might survive the process of recreating the Stones and finding the sacred site. Would you subject them to this kind of torture?" Mumm-Ra asked, already knowing the answer. The girl wouldn't let others take her place. "Then let us begin. Ancient Spirits of Evil transform this decayed form into Mumm-Ra the Everliving!"

"Do whatever you wish, but I promise I won't give in!" Ocelata screamed as the winds picked up. Purple liquid sloshed from the pool and twisted about as ribbons as the Ancient Spirits of Evil poured their power into Mumm-Ra. The liquid changed into black balls of energy. He approached the struggling she cat chanting in an ancient language. With a wicked grin he forced the two balls of dark magic inside her abdomen.

Ocelata screamed as the darkness started to overwhelm her. She tried to resist the flow of evil, use the power of her blood to push out the darkness only to fail. The last conscious thought she had before she passed out was that she hoped Lion-O would be okay.

Mumm-Ra and the Ancient Spirits of Evil watched in delight as Ocelata's body started transforming. Her fur darkened to almost pitch black as her claws and teeth grew longer and sharper. Her clothes morphed into a red shenti with golden bandages covering her legs and arms. A red medium length red linen dress top held up by two shoulder straps adorned her upper body. Her diadem was hidden under a golden lion headdress. Ocelata let out a roar as she opened her crimson eyes and broke free of her restraints sitting up on the altar. She gazed upon Mumm-Ra and the Ancient Spirits of Evil with lust and loyalty. Jumping voltant off the altar she bowed before her new allies showing her respect and pledging her undying allegiance. "I have been reborn with the skills and powers of the ancient war goddess Sekhmet to bring about the era of darkness! Nothing shall stop me from destroying the Ancient Spirits of Good and the destruction of their champion Lion-O!"

"Excellent my dear! I'm so pleased that you have changed your mind about joining us. Now, if you would hand over that diadem of yours so we can use its power for our evil purposes," Mumm-Ra whispered reaching for the item only for it to zap him. "Curses! Why does it still resist my power?"

"The Diadem of Prophecy's power can only be harnessed by its wearer. She has already passed five out of seven tests of virtue. Only if she fails one can the evil overtake it so we can use its powers for our own purposes." The Spirits of Evil explained.

"Then I shall do my best to finish corrupting our newest ally," Mumm-Ra whispered stroking Ocelata's face, enjoying the pleasure it gave him. As much as he wanted to give into his growing lust they had a mission to carry out. "First, though we must locate the epicenter of sacred magic so we may complete the ritual. My dear, if you would help me we shall begin."

"Of course my beloved, anything for the cause," Ocelata hissed. The two of them stood before the viewing portal and started casting a locator spell, drawing on the darkest magic to assist them. At the height of the spell Ocelata took completely over; her special eyes glittering as her hands were covered in purple energy. "Ancient Spirits of Evil guide my senses and empower me as I search for a city of great power, the city of unlimited treasure. El Dara! Laever eht taht hcihw si neddih ot ym seyes!" The magic erupted from her hands striking the pool. It traveled across the lands at high speeds until it reached a distant swamp. Ocelata could see how the magic undid the invisible shield and her mental talents connected with the minds inside long enough to get an exact location before it was hidden again.

"I know the location of El Dara and the secret to getting inside the sacred city. It will take us three days time to reach the site, but we should arrive just in time to perform the ritual. We must leave now if we are to stay ahead of the Thundercats."

"Then we shall gather our army and march forward to victory! Soon the animals will be under our control and nothing shall stop us!" They all laughed evilly, but secretly Mumm-Ra knew he had to finish converting Ocelata to evil by midnight of the third day for that was when his time limit was up!

The sun had just started to rise when the last of the remaining allies arrived at Dog City. Never before had there been such a gathering of animals in one place. Fishmen, Elephants, Berbil Bears were joined by Vultures, Weasels, females Lizards and humanoids. Dogs stood by Cats who were eying the Rats nervously. While their may have been an underlying tension, it was clear that everyone there supported Lion-O.

Lion-O was pleased to see that all their allies had joined them here. Even his recently freed people had chosen to forgive the Rats and stood by him to hear him out. Now, the only thing that remained was to unite this alliance so they would help stop Mumm-Ra. "I'm so nervous, I don't know if I can do this."

"Well you better be able to keep this group together. The animal tribes have been separated for generations because of the Great Wars. If you expect them to help you with whatever crazy plan you have Your Majesty you better start talking," Pumyra warned him.

"Go on Lion-O, we believe in you. You can do it," Tygra told his brother. The others nodded in agreement so Lion-O stood on the observation deck of the Thundertank and started to speak to crowd. "Animals of Third Earth, I thank you for coming here today. I know in the past that we have been at war with one another, but we can't be divided by our petty differences anymore. Our ancestors long ago lived in harmony and peace only to be divided by Mumm-Ra and the evil he served. He took us from our home world and turned us against one another. By uniting and standing together we defeated him and were able to build a new world here. Only it didn't last, not because of any Great War, but because the Cats unknowingly started to infect others with darkness until our alliance crumbled. We ended the Great Divide, but lied about it to cover up our greatest shame, but no more! We all need each other and if we are to put an end to Mumm-Ra's reign and send the Spirits of Ancient Evil back where they came from we need to unite or fall together! Are you with me?"

"Yeah! Go Lion-O! Death to bone man! Unite!" the shouting was heard all across the group. He had them united, but he needed to get their support for his plan. He held up his hand silencing them before bringing out the Book of Omens. The group watched as the three Stones of Power poured their power into the center gem and it flipped open showing the family trees. "Animals of Third Earth, the Book of Omens has the power to record all events including those in the far past and in the distant future. The Stones of Power, which thrive on our collective emotions, have deemed us worthy to unlock a truth about what Mumm-Ra plans to do next. I ask you to have faith in me and listen while the truth is uncovered."

Everyone watched in amazement and wonder as a hologram of an elderly Panthera emerged from the pages. She blinked before snapping her fingers and the world around them changed from a desert city into a beautiful, colorful, and thriving world of Animala. "My name is Panthera and I left behind this imprint to give a warning for future animals. My time on this planet is nearing an end so what I have to say must be recorded now or lost in time. For centuries a conflict between two rival beings of who exist on higher planes has waged using us for pawns in their game. The Ancient Spirits of Evil chose Mumm-Ra to be their champion forcing us to do unspeakable acts in order to bring them into our plane of existence. It was only because the Ancient Spirits of Good, who blessed my commander and mate Leo as their champion, that we defeated him for a time, but the Diadem of Prophecy has shown me a future I couldn't bear."

The scene changed once more showing the animals landing on Third Earth, the death of Ocelata and her rebirth. Lion-O heart nearly leapt from his chest as the vision Panthera saw long ago played before their eyes. His beloved was cursed and now was abusing her mental powers forcing the Lizard Army to bring them ever closer to their destination.

"My beloved little sister, who died in a tragic accident, shall be reborn during a time of great darkness, when Mumm-Ra has risen again. According to her linage, she alone has the power to tip the scales of this war either way because of her potential talents and bloodlines, for she alone has the magic and mental power to recreate the Stones of Power and breed an army for good or evil. I foresaw my sister being corrupted and leading our former master to a city of great and possibly unlimited power. Only the combined might of united animals can free her and stop Mumm-Ra and his Spirits forever. Find the city of El Dara and do whatever it takes to win; otherwise Third Earth is doomed. Blessed be," Panthera said before vanishing back into the Book of Omens.

There was a hush among the animals, not quite believing what they had heard. Even Lion-O was shaken by what he saw. The hush was broken when Pumyra shouted. "Are we expected to believe that it's our destiny to save a traitor? It makes more sense for us to find the final Stone of Power and use their combined might to take Mumm-Ra and all his forces down. This includes Ocelata! You heard what that imprint said correct? She's too dangerous to leave alive, her blood alone can spell the end of our world. In life the needs of the many outweigh the needs of the few or the one! It's not a hard choice!"

"You would abandon a pack mate, who offered her life for you, just like that? Even if you manage to kill her Mumm-Ra will still be a threat. If we can turn her back to normal, her power could help us win!" Dobo barked.

"The she cat of old has always stood by and helped others. Without her contributions none of our ancestors would have made the journey here. If there's a chance to save her and stop the Evil One then the Vultures are ready to help!" Nanda screeched joined by others.

"This is good and all, but the question remains. How do we find El Dara and stop Mumm-Ra from using Ocelata to recreate the Stones of Power? Is that even possible?" Tygra asked.

"The diary mentioned there were passages in the Book about the origins of the Stones, how to use them, even create and destroy them if that was necessary. I showed her some of the rituals and its possible Mumm-Ra knows the necessary ritual spells to pull something off like this," Cheetara added.

"But I don't get it, why would Mumm-Ra want to go to the city of treasure? What could he possibly be hoping to find among the troves of food and treasure?" WilyKat asked.

"Not to mention how will he find it? It's been lost for years and we've never even found a map after all this time."

"El Dara, doesn't just translate as treasure. In the original context it means City of Magical Paradise. It is said that when Third Earth magic was disrupted by the influence of Mumm-Ra all the remaining good energy was sent to this city to heal before returning to the land. If he is looking for a catalyst to help him and Ocelata recreate the Stones then El Dara would be the place to do so," Glen explained.

"According to stories passed down from one mage to another its said those blessed with the gifts of second sight and immeasurable magic are key to finding the city. I believe that if you two kittens focus your mental powers you can find the city and we mages can remove the illusion screen and make this city visible again," Forest explained.

"Well what do you know sis, looks like were going to find the city of treasure after all."

"Yeah, but how are we going to get everyone there? The Thundertank won't hold everyone!"

"Leave that to me! Body Stone, use your power over tech, help us build a fleet to get us to the City of El Dara fast!" A green light covered the fallen remains of tech giving them new life. The Rats, Vultures, and Berbils quickly went to work modifying the vehicles while the other animals gathered weapon and supplies. Soon the united army was on the move guided by the power of the twins on their hoverboards speeding off to face their destiny.

Meanwhile a day ahead of the United Animals, Mumm-Ra was enjoying a little private time with his "beloved." She had been busy all morning using her new powerful telepathy to control the weak Lizards pushing them past their normal limits so they arrive at the city sooner. When confronted by General Slythe concern for his troops she used a combination of magic and telekinesis to give him a body bind that would leave him in pain for days. "Rough day my dear? You must be exhausted and we have yet to reach the city."

"We shall arrive sometime tomorrow. Once we've conquered all of El Dara citizens we can use their life force to help recreate the Stones of Power. They'll be twice as strong, triple once they absorb the originals inside them. Nothing can stop us now," Ocelata informed him as laid down beside him.

Both were feeling an undeniable lust for one another. The urge to mate and procreate the next generation of evil was strong. Mumm-Ra moved in to remove her shenti and she undid his robe. Slowly they inched closer ready to have sex. Just as he was about to start Ocelata had an image flash in her mind. An image of her and Lion-O playing tag in the field and shoved him off not noticing a section of the diadem turned yellow. "We don't have time for lustful desires beloved. For now we must remain chastised so that our first time is special. Especially since it will be after we kill the champion of the Ancient Spirits of Good."

"As you wish, but don't think you can hold off your destiny forever. We'll be arriving soon and then our plan will come to fruition!" The sky's turned black and lighting zigzagged across. It was a race against time to see who would get to El Dara first and what would happen once they reached there.