Ocelata was running through a tunnel of darkness, her mind calling out telepathically for any of the Thundercats. "Panthro, Tygra, Cheetara where are you? WilyKit, WilyKat help me please! Lion-O, LION-O I need you ahhhhhhhh!" Ocelata stumbled and fell to the ground in a heap. Gathering magical energy in her paws she cast her spell. "Super Energy Field!" The condensed ball of pink energy shot through the air missing her pursuers by inches.

"Your parlor tricks won't save you from us Priestess. We can teach you real magic, powerful spells to control the wills of others and bring about death to your enemies. Return to our dark embrace, accept your destiny," the first Ancient Spirit of Evil cackled.

"Leave me alone! I will never help you or Mumm-Ra ever again!" she snarled in response. Her clawed gloves tips sprang out as she attempted to shred two Spirits of Evil. Her claw tips passed through the harmlessly. Not deterred in the slightest she jumped onto the side of the dark tunnel climbing to its highest point before dropping on top of her foes, plunging her dagger through their heads, but of course it didn't work.

The Spirits of Evil laughed at the she cat's attempts to harm them. Beings such as them couldn't be hurt through physical means. Their eyes glistened red as they levitated her off the ground. Struggling to free herself she astral projected her spirit trying to take control of their bodies. For a few seconds she managed to gain control of their minds only to be forced out and sent back to her body. The Ancient Spirits of Evil dropped her to the ground.

Ocelata's Diadem started to shine rainbow colors as she gathered the strength to use its Healing Wave of Purification to wipe them out. "You'll pay for messing with my mind!" Suddenly she stopped her attack and rolled to the side as a stream of deadly energy was cast towards her. Turning around she spied the lustful eyes of Mumm-Ra the Ever Living pointing the Sword of Plundar at her. "YOU! Haven't you ruined my life enough? Its bad enough I have your seed of evil in my body, now you must torture me with the link we share?"

"You're the one resisting me Ocelata. The more you resist the weaker you become. Why deny the inevitable? Your place is by my side freeing the Ancient Spirits of Evil and conquering Third Earth."

"You're wrong Mumm-Ra! I am married to Lion-O and am Queen of the Thundercats! My ancestress Oceta resisted you until the end and so will I! You will never claim me as your prize!" Oceta shouted at him. Her entire body was surrounded by a magical field; her psychic mind alit as she forced her way into his brain. She caught glimpses of him using his dark magic to convince the Duelist, the Conquistador and his pet trolls, and countless thugs to join his army. She saw him making plans for the final battle and practicing using his Sword of Plundar to kill her friends. With a burst of adrenaline she flung all her magical energy at him wiping him out and destroying the world around her.

Ocelata jerked awake panting hard. Snarf let out a wail of pain as she squeezed him tightly. "Sorry Snarf, I didn't mean to hurt you." She released the little animal. She took a few deep breaths and gratefully accepted a glass of water from the kittens. "Thank you both of you."

"You're welcome Ocelata. Are you going to be okay? Your emotional state is a mess."

"Maybe we should tell Lion-O about this. It feels as if the evil is growing stronger with each mental assault you experience."

"Lion-O is to busy right now kittens. I promise to tell him about this latest assault when it's more convenient. We should get to the cockpit and make sure Panthro hasn't suffered a major panic attack." The trio and pet marched silently into the cockpit taking into account everything they saw.

It was half week later and things were looking a bit more optimistic. Early reports from the envoy teams had been encouraging. Already new tribes such as the Rhinos, Apes, and even the mysterious Bats were willing to contribute to the Alliance. Much needed medicines, food, and numbers were already migrating towards El Dara. Some of the envoys were meeting resistance especially with the Lizards, but Gela and Frilla hoped to change their minds. The perimeter team had already managed to counter a few of Mumm-Ra's attempts to break free of the Dark Pyramid. They were also testing weak spots hoping to take out the dangerous ship.

More encouraging was the fact that many of the Cats were recovering quickly. Amongst the ruins of Animala City they were creating shelters for the injured. Those that were fit to fight were already preparing for battle by uncovering old battle gear and forgotten tech. Lion-O was very optimistic about the Cats losing their old attitude of supremacy and were willing to work with other animal tribes; including the dogs and rats. The Spellbinders who had gone with them were also busy uncovering the Clerics lost magic; teaching anyone with an ounce of talent how to use basic magic spells.

At the moment the Thundercat team was flying the Feliner towards the middle of the ocean. Using Sight beyond Sight in conjunction with the Book of Omens scanner, they had managed to pinpoint a starting point to finding the underwater city. The Berbils and Vultures were making last minute adjustments to the Catfish. The Berbils were geniuses having figured out how to make scuba suits for all the Thundercats and Snarf. Panthro and Ocelata both had trepidations about using them considering their fears of water, but incase of an emergency they would use them.

"We're approaching the dive site. We'll be ready to launch the sub in approximately ten minutes. Last minutes system's check is underway. I'm preparing to switch the Feliner's controls to wireless connection with Berbils' internal network. Do you think can keep this baby in one piece while were gone?" Tygra asked, as he piloted the craft to the drop zone. It had surprised him how natural it felt to be piloting the craft and was uncertain about leaving it in the hands of the Berbils and Vultures why the team explored the ocean's depths.

"Berbils promise to keep aircraft in pristine condition. We'll be landing on the nearby island awaiting your signal to pick you up. Remember to call if there's an emergency. We might be able to help from the air," Robobear Bill told the cat.

"We will; this is going to be quite the adventure isn't it? No one knows for sure what's down there or if the inhabitants of this underwater city are friendly. They could quite hostile, even violent. Did you guys install enough weapons on the sub?"

"Don't worry about that I made sure that baby was armored to the teeth. We've got torpedoes, harpoons, and even electric discharges to help combat any creature stupid enough to mess with my baby!" Panthro growled. Then he started looking green and had to run to the bathroom to puke his guts out. Flying didn't agree with him and he doubted the sub ride would be any easier.

"I think you boys are forgetting that this is a diplomatic mission, not just a recovery one. The people of the ocean are just as vulnerable to Mumm-Ra's attacks. Maybe even more so should he decide to use his powers to pollute the ocean in an attempt to get at the final Stone of Power. We need to stay sharp and be respectful of any life forms we encounter down there. Are lives could very well depend on it; especially if the sub gets damaged and were unable to surface for more air. How long can we stay down for anyways?" Cheetara directed her question to Nanda. The Vultures had been in charge of designing the air circulation along with the engine and few other key components.

"You have enough air supply to last you up to four hours as long as you don't panic using up more oxygen then necessary. The emergency generator will kick in and convert the oxygen in the sea water to breathable air for thirty minutes. You can always resupply by surfacing and opening the hatch to let air in. Be careful with the engines you don't want to task them to hard. They work on the same basic principle as the generator only on a much larger scale taking in seawater and converting it into useable kinetic energy to power the sub. We've also installed sonar, fish finder, and underwater cameras to help you search for the Stone. Remember, if you want to translate any noises or sounds you hear put it through the Berbils computer. Hopefully it will be able to decode the sounds correctly and you can send a response," Nanada commanded them. She was showing Lion-O one more time how to operate the different controls on the sub and what to do in case of an emergency.

The teams would be keeping in touch with long distant communicators that had been salvaged and repaired. The sub had been stocked with enough food, medicine, and emergency supplies for at least two days. Lion-O was hopeful that it would take them that long to find the Stone. After a final system check the Thundercats boarded the Catfish. The Berbils maneuvered the Feliner into position and opened the bottom hatch. The Vultures carefully lowered the sub into the water. With a final wave the Catfish dove into the unknown.

Under the sea was a world no one had ever seen before. Schools of fish darted about in a rainbow of colors. Jellyfishes danced among the currents capturing their prey. Coral reefs tingled with life as sea slugs, eels, and octopus swam in and out of holes making sure their homes were safe. As the powered past them they soon food themselves in a kelp forest memorized by the huge underwater trees. After finally getting in the clear they activated the Book of Omens, tuning it so it worked in synch with the sonar, as they set a course to find the mysterious underwater city.

"Isn't this place breathtaking? The sea has a magic all its own. I've never seen such beauty before in my entire life. This is a whole new world to explore," Cheetara whispered.

"Look at that! I've never seen a creature like that before!" WilyKat exclaimed as he spotted a group of sea turtles swimming by. He was running from one window to another trying to take in all the different species and get a good look at the seafloor with its plants, rocks, and other features.

"Can you hear all the music playing? Sound travels faster through water, mostly in ranges beyond our hearing. What I do hear is the most perfect sound ever," WilyKit admitted. Taking out her flute she tried to replicate the sounds the best she could. Snarf tried to help her by singing, but it only made things worse.

"Would you two quit it back there? Its bad enough I've got sea sickness I don't need to add in your concert to my growing discomfort."

"Panthro, please I know your feeling unwell, but try to keep your temper in check. We have a long journey ahead of us and we need to stay focused. Has the instruments picked up any signs of an underwater city yet?" Lion-O asked. Cheetara was monitoring the scans and shook her head.

"According to the fish finder we haven' encountered any large creatures yet, but that could change at any moment. The sonar is picking up with looks to be a series of underwater caves. The cameras picked up what looked like flukes swimming into the caverns. Has the Book given any indication of which direction we should go?"

Ocelata was monitoring the Book of Omens overlaying its tracking mode with the sonar readings trying to figure out which direction they should go. The Book of Omens was indicating that the Stone of Power was through those caverns however there was a problem. The caverns were so large they could extend indefinitely. Sonar wasn't picking up any air pockets and without a clear picture of what was ahead the sub could get stuck. The Catfish wasn't that big and was designed to look like a fish with a cats head, but some of those design elements could easily get snagged on something.

"The Stone is definitely through those sea caves, but we don't know how far and deep they go. We could end up lost or stuck with no way out," Ocelata warned.

"If the pressure doesn't squash us like a bug first. I've been keeping an eye on the environmental gauges. So far the sub is handling the pressure and water temperature just fine. Visibility is excellent and the instruments are picking up any seismic activity or major water changes. If we go in there we could end up buckling under the pressure with no way to escape even with the dive suits," Tygra added.

Lion-O listened to everything his team had to say. He touched the Spirit Stone hoping for some wisdom, but none came. Same thing when he tried to use the Body Stone to improve the sub to make the trek easier. Finally he took out the Sword of Omens. "Sword of Omens, give me Sight beyond Sight!" His eyes glowed as he saw the interior of the caves. The tunnels were long and twisted. He could see dark shadows on the edge of his vision, hidden dangers. Pushing the vision as far as he could he came out of the caves, through a coral reef and in the distance he was a large dome. The vision ended and he sheathed his sword. "We don't have a choice. The rock face stretches to long to go around and we don't have time to look for another way through. We'll have to proceed with caution and be ready for anything. Tygra, take us in slowly. Everyone else get your dive suits on just incase. I pray to Jaga that I'm making the right choice."

The caverns were dark and twisting. Even using the floodlights they were barely able to discern their surroundings. The Book of Omens was reacting stronger, guiding them through the caves closer towards their goal. Everyone was on edge, each shadow causing them to jump in shock and surprise. Panthro was biting his nails and Snarf was shivering as the temperature in the sub started to drop the deeper they went.

"The internal temperature is dropping slowly, but steadily the deeper we go. The cold is zapping the heat right out of the metal. Our oxygen levels are lower then I would like. External pressure is building. We need to get out of these caverns and back into open water soon. I don't know how much longer the Catfish can hold out," Tygra warned.

"The sensors are still picking up traces of life forms, but I'm having a hard time determining what species they are. I still haven't been able to contact any intelligent life out there. Kittens have you sensed anything?" Cheetara asked them.

"My empathy is picking up strong emotions coming this way. I can feel curiosity, hope, and a bit of fear. Someone is out there," WilyKit assured them.

"Yeah, but my ESP is screaming danger. My fur is standing on its end. Something bad is about to happen ahhhhhhhh!" Everyone pitched forward as the Catfish got stuck between two underwater stalactites. They more they tried to wiggle free the tighter they got stuck. "Okay, stop it! You're just making things worse Tygra! Stop hurting my baby!"

"We're wedged in tight. Someone's going to have go outside the sub and knock us loose. Cheetara, Ocelata, come with me. Kittens monitor the screens let us know the instant something approaches. Panthro, man the weapon and be ready to defend ourselves. Tygra, be ready to get us out of here."

The three of them exited out of the hatch and started swimming outside. Ocelata panicked for a few minutes about being underwater, but Cheetara steadied her. The two females swam towards one of the stalactites. Cheetara used her magic staff in an attempt to free the Catfish. Ocelata and Lion-O were hacking away, cutting chunks of stone out. Lion-O was careful to keep the use of the Stones power to minimum use not wanting to accidentally cause a cave in.

"We should be finishing freeing the Catfish, in a few minutes. How are the monitors looking? Have you picked up any traces of danger?" Lion-O asked through his communicator.

"Nothing yet, but keep up your guard. You never know what's out there. Just finish fixing the sub and get back in here pronto!" Panthro ordered. Suddenly red lights started flashing and alarms were going off. "What's happening? What's with the alarms?"

"We're picking up activity outside the Catfish! Two groups are approaching the sub at alarming speed. The first group is coming from the far side of the caverns and will be here in about ten to fifteen minutes. I'm picking up a language from them! I don't know what it's saying yet, let's hope their friendly," WilyKit informed the group.

"We should be more concerned about group two. The fish finder is going nuts! It appears the second group will be on us in seconds and I can't make sense of this image. What do you think this is supposed to be?" WilyKat questioned. His monitor showed a group of torpedo shaped figures with long trailing limbs approaching the ship.

That's when the sub was grabbed and Snarf let out a wail of shock as a giant eyeball gazed at him through the porthole. All around them giant squid wrapped their two arms and eight tentacles around the sub in attempt to crush it. Panthro started firing torpedoes at their attackers. Outside the trio was doing there best to stay alive, but it wasn't easy. The giant squid had giant beaks trying to snap them in half and if that was bad enough when they shoot out ink dark magic clung to it damaging their suits and causing them to flail around.

"These beasts are spelled! Someone's controlling them, making them more dangerous! This isn't good!" Cheetara shouted as she cast a defense spell from her staff. Nearby Lion-O was using the Body Stone to repair the damage to his dive suit as he twirled the Sword of Omens slicing off limbs only for them to grow back.

"Don't give up! We can still win this fight! Panthro attack them with everything you got! Tygra, try to get the sub out of here! Kittens use your mental talents to break link between whosoever controlling them! Ocelata, see if you can calm them down! Come on were Thundercats Ho!" Lion-O shouted. The Sword of Omens extended to its full length. The Armor of Omens sprang to life and the Spirit Shield crackled underwater.

Lion-O channeled the power of the Eye of Thundera through his blade blasting two squids into the cavern walls. Pushing off the Catfish Lion-O used the thrusters from his Armor of Omens to power through the water twisting and turning around blocking the attacks from the enemy. As he dove under the squids the Spirit Shield deflected their beaklike mouths from crunching him in half. Several squids had their limbs tangled together as he moved in to stab them. Just as he was about to stab them in their heads and thick inky cloud surrounded him causing him to become disoriented.

"I can't see! Where are those creatures? Can anyone hear me? Cheetara? Ocelata? Panthro someone come in! I'm lost here ahhhhhhhh!" Lion-O found himself in the grip of the squid being literally crushed to death. The power of the Stones was blinking in and out. His oxygen tank was starting to crack. He couldn't wiggle out. Cheetara was to far away to help and the Catfish was locked in battle as it tried to escape from the monsters pursuing it. Lion-O feared this would be the end for him.

Ocelata saw her husband in trouble and felt her heart lurch at the sight of him being crushed to death. She activated the Diadem's power. The dark cavern was flooded with rainbow light as she attempted to send out a healing wave to calm the beasts down. Ribbons of rainbow energy danced around passing right through the squids bodies. Briefly they seem to calm down and the fighting subdued. The one gripping Lion-O let him go and she let out a sigh of relief.

Relief was short lived as the rainbow fizzled out replaced by pure black energy tinged in red engulfed the squids. An explosive wave of dark energy poured off their arms. Cheetara barely had time to throw up a magical barrier to protect everyone as the voices of the Ancient Spirits of Evil filled the air. "Foolish little Thundercats! Do you believe that you can ever escape our all seeing eyes? These simple minded carnivorous beasts shall exterminate you once and for all! Kill all, but the Priestess and reclaim the Stones of Power for us!"

On board the sub the twins held each other in fear as Panthro tried to blow the squids off his baby. Tygra had put the sub on manual and was already running towards the hatch to get outside and see if he could make a difference in the water. Snarf screamed as the hull started to buckle. All the Thundercats were praying for a miracle to save them.

In the realm of the Spirits Pumyra and her strike team had finally entered the decayed area belonging to the Spirits of Evil. The everlasting fog chocked the air and every living thing was in state of decay. Pumyra ears were alert for any signs of trouble; her sling primed for attack. The four spirits, (who resembled spirits of war from Norwegian, Native, Inca and Aztec culture), flanked her sides. "Be ready to react at a moment's notice, but with stealth. We are here to try and cut off the connection between the Spirits of Evil and their champion Mumm-Ra. If we fail then there will be no way to stop them."

"Understood Liaison Pumyra, we'll approach with caution," Norse responded to her. The strike team crept through the landscape weapons at the ready. Their eyes strained to see through the fog. Suddenly Aztec signaled them to halt. They all froze and listened closely as they heard bestial sounds coming from over a hill. Cautiously they crept over the hill and Pumyra had to suppress a growl of anger at the sight before her.

Down below near the bank of a black lake a simple minded spirit had his ghostly fingers extending into the waters. His phalanges were hooked into the membranes of a group of giant squid. Flashes of a battle from the real world could be seen. Pumyra saw her friends fighting for their lives with no escape in sight. Native confirmed with a simple observation that the servant was telepathically linked to the Spirits of Evil, being controlled from a distant to carry out this dastardly deed.

"If we don't intervene the Thundercats will die before help arrives for them. However, by doing so, we reveal the team's location and jeopardize our mission. I advise against taking any action," Native informed the group.

"We can't ignore the troubles of the Thundercats. The Champion and his Queen are in trouble! Without them, nothing we do will put an end to this war. Their well being must come before our own safety," Aztec argued.

"If we can distract the catalyst for a short time then the Thundercats could hold out until help arrives," Inca pointed out. Norse and Native argued that they're might not be any help coming for the Thundercats. That it was too risky to get involved, but Pumyra silenced the group with a hand gesture.

"The Spirits of Good commanded me to help weaken the Spirits of Evil and that's what I intend to do. They must not be allowed to gain an advantage. We'll split up and do blitzes attack from all sides. If we can quickly overwhelm the catalyst perhaps we can keep our presences from being discovered. Inca, Aztec, you two will strike from the sides. Norse; circle around to the far side of the lake to use your long range attack. I will strike from behind while Native cuts of his connection to the real world. Move out!"

The strike team got into position and waited for the perfect moment to attack. The simple spirited was cackling with delight as he directed the squid's action preparing them for the kill. Out of the corner of his peripheral vision he thought he saw someone approaching, but by then it was too late.

Norse hurled a battle ax across the lake smashing the spirits face in. Aztec and Inca impaled him from the side while Native cut off his fingers. Pumyra finished him off with decapitating shot to the head. They were so swift and silent that the Spirits of Evil didn't realize at first they had lost control of the situation. By then it was too late for the cavalry had arrived.

The Thundercats watched in astonishment as a platoon of sharks darted into the cavern attacking the squids with their razor sharp teeth. A pod of dolphins darted in punching through the dark magic with their beaks and rescuing the water bound cats. A small whale maneuvered into the cavern grabbing the sub and pulling it out into the open sea. Larger Cetaceans formed a protective guard around the sub while smaller pinnipeds darted close to the sub fixing the holes and attaching emergency oxygen tanks to the sub. A single porpoise let out a series of clicks communicating with the rest of the group. Once the Thundercats were back aboard the sub the porpoise started leading the group over an undersea mountain and pass a series of trenches.

"Where do you think they're taking us? Are they friendly or are they planning to serve us up for dinner?" Tygra asked the others.

"They saved our lives from the squid and repaired our damaged sub. I don't think they would do that if they were going to hurt us," Cheetara replied.

"We should still remain vigilant. We don't know who they are or what they want from us. They could be bringing us back to their home to exam us and decide if were a threat," Panthro pointed out.

"WilyKit, WilyKat, what do your psychic talents sense from them? Are they a danger to us?" Lion-O questioned.

"My empathy is picking up high levels of emotions. Our saviors are incredibly intelligent and very curious about us. They haven't seen our kind in ages; especially under the water. I don't think they want to hurt us, but they are being extremely cautious," WilyKit responded.

"I'm not sensing any danger. In fact I feel very positive about something. I think were about to see something no ones ever seen before!"

Snarf purred in agreement. Everyone was waiting with great anticipation as they were dragged passed a barrier reef and suddenly right before their eyes was the most amazing sight they had ever seen.

Nestled in an underwater valley, surrounded by large fields of underwater flora, was a giant dome with several tendrils shooting out in a giant sea star pattern with smaller domes at the end of each nodule. Inside the domes were dazzling architectural buildings of different sizes and shapes. The lower parts of the domes were partially flooded while the upper areas were dry land. Several large tubes rain throughout the domes containing seawater and they could see life forms traveling through them. Panels ringed around the tops of the domes seemed to collect the sunlight, enhancing it and before redistributing it all around the city. The sounds of machinery could be heard pumping water and oxygen throughout the city. Near one of the smaller nodules were several submersible crafts being serviced. The Catfish was towed to the dock and the craft aligned to the entry hatch. The pressure was equalized and they heard a ding indicating they could exit the hatch.

"Alright everyone remember we're on a diplomatic mission so everyone be on your best behavior. We don't want to accidentally offend our hosts. They have long memories and they're probably very wary of Cats after the cruelties they suffered on board Mumm-Ra's ship," Lion-O warned them.

"We have to first earn their trust and show that we want to be allies not enemies. After we establish our alliance with them we can ask questions about the Mind Stone. No snooping around or thoughts of stealing anything that belongs to them. Is everyone ready?" Ocelata asked the group. Everyone nodded. With a deep breath they pushed open the hatch and walked out onto a dry dock. They looked around for a guide but couldn't see anyone.

A series of clicks and squeaks alerted them that someone was waiting for them. They looked around until Snarf started mewing and pointing to the water. They looked down and saw the most unusual sight. A beautiful female bottlenose dolphin with stars on her melon and long wing like flippers was looking up at them smiling. The female let out more clicks and squeaks trying to communicate with them.

"We're sorry, but we don't understand what you're saying. We don't speak Cetatian and our translators haven't been able to learn your language yet," Tygra informed the dolphin.

"I'm going to try casting a spell Jaga taught me once. It's designed to unlock hidden knowledge in the mind. I hope it can help us understand their language and vice versa. Mysteria wisa trappa unfasteno learna lexis translatororia!" Cheetara cast the spell. A green energy flashed from Cheetara's eyes entering the eyes of the guide. The dolphin's eyes glowed blue and sent the energy into Cheetara's who also glowed blue. The cleric touched each of the Thundercats heads. That unlocked the language.

"Greetings Thundercats and welcome to the city of Artica! My name is Trellia and I have been assigned to be your guide during your stay. Your submarine will be repaired and quarters will be assigned to you. Please follow me and stay on the dry paths. May I ask who you are and what reasons you have come to our fair city?" Trellia asked as she swam through the tubes guiding them through the tunnel into the main city.

"I'm Lord Lion-O and this Queen Ocelata. May I introduce my advisor and brother Tygra, Cleric Cheetara, General Panthro and pages WilyKit and WilyKat. This is Snarf my pet and friend. We've come to the city to ask for aid against Mumm-Ra and the Spirits of Evil. A war is coming and we need all the help we can get to survive. The Alliance is willing to offer support and protection for your city," Lion-O explained.

"You'll have to speak to the Oceanic Counsel to discuss your proposal. The Sharkmen have told us tales of Mumm-Ra and the rest of us have suffered from the hands of evil as well as carelessness from the surface. I'll arrange a meeting for tomorrow afternoon. Until then make yourselves comfortable. I'll have food brought to you later. I'll see you later and enjoy your stay in Artica," Trellia told them after leaving them in their guest quarters. It had been a long day for everyone so after eating their meal they all took a long nap waiting for tomorrow to come.