The Thundercats' control room was starting to get really busy. Alarm sounds and flashing red lights alerted everyone to a possible danger. The Thundercats on duty in the control room announced that everyone should report there at once, what they had to report to the rest of the team wasn't good news.

"What's the situation Thundercats?" Lion-O said as he and the other Thundercats entered to room followed by the Planeteers.

"I'll bring it up on the monitors Lion-O but you won't believe it." Wilykat said as he brought up an image of a bull dog leaving Castle Plun-Dar.

"Ma-Mutt." Panthro said as the Planeteers all looked confused.

"What is a Ma-Mutt?" Kwami asked.

"It's Mumm-Ra's own personal pet."

"You mean someone like that mummy has a pet dog?" Ma-Ti asked looking concerned.

"I'm afraid so." Panthro said

"Planeteers, I want to return these back to you." Panthro said as we has returning the Planeteer's rings.

"Were you able to figure out what can be done to fix them?" Linka asked as she and the others placed the rings back on their fingers.

"No, I'm sorry. Those rings are completely alien to me." Panthro replied.

"Then we can never call Captain Planet again." Gi started to sound sad.

"Don't give up yet Planeteers, we have a plan already in motion but we must be patient." Lion-O said.

"Lion-O, everyone I'm afraid we've got bigger problems than that right now." Bengali said has he got everyone's attention back to the main screen.

"What is it Bengail?" Lynx-O asked with concern in his voice..

"Take a look at this." Bengali said as he shows the image of the Eco-Villains leaving Castle Plun-Dar and heading straight for Cat's Lair.

"Why would they want to attack us now for? Cheetara asked.

"I don't know Cheetara but we better get ready." Lion-O stated "Everyone battle positions, get all weapons ready and prep all the vehicles."

"Right Lion-O" Tygra said.

"Planeteers, I want you to stay here with me in the control room." Lion-o stated,

"Are you trying to keep us out of danger?" Gi asked as the other Thundercats started to leave the control room.

"No, but I think I might know why your Eco-Villains decided to attack us now."

"If you are not trying to keep us safe, then why do you want us to stay put?" Linka asked with concern on her face.

"I had a late night meeting with a friend of mine. My friend said that my sword can re-energize your rings but only for a short time."

"If it can grant us the use of your rings than I say lets go for it." Wheeler stated.

"Wait my friend, we don't know the whole story." Kwami stated. "Please continue Lion-O."

"The sword can grant you the usage of your rings but it will cause my sword to loose all of its power for a short time."

"So that's why you want us to stay here." Gi said

"Yes, and if I did use my sword on your rings then anybody could come and try to take it away, and without the use of its powers-"

"They could destroy all of you." Wheeler said completing Lion-O's sentence.

"That's correct. I'm sorry."

"Don't be my friend." Ma-Ti started to say as he walked over to Lion-O. "We know that you wouldn't have told us this information unless it was very important."

"Anyway there may be some hope for you.. My friend said that he was going to try and contact this Gaia person for you." Lion-O then continued.

"That would be great." Kwami stated "Then she might be able to help us as well."

"Lets hope so, but for now, we'd better take our positions and monitor the situation." Lion-O said as all of the Planeteers took their stations in the Cat's Lair control room.


As the Thundercats and the Planeteers were getting for the battle the Eco-Villains were getting closer and closer every minute.

"Blight this idea of Mumm-Ra's better work or we will be in bigger trouble with Captain Planet" Nukem said into his radio.

"Don't worry about that, right now just concentrate on the targets at hand." Blight responded in kind.

"Then lets get this over with." Sludge said as he pressed the Sky cutter's laser button.


After that the others decided to follow Sludge's lead and started to fire their laser weapons at the Lair, while the whole time Mumm-Ra was watching all of the excitement through his black cauldron. As he was watching he was staring to be most pleased with himself for he now has a chance to take the sword from Lion-O once and for all.

"If those fools can distract and render the Thundercats useless, then it will be my time to strike. I have better get myself ready for the fun, HAHAHA." Mumm-Ra stated as all four of the ancient spirit statues started to glow green.

As the statues started to glow, they all hovered above Mumm-Ra and each one raising their right arm. The a strange green swarm of energy started to engulf the mummy as he started to speak.

"ANCIENTS SPIRITS OF EVIL." He sarted to chant "TRANSFORM THIS DECAYED FORM TO MUMM-RA THE EVER LIVING." Mumm-Ra finished as his body went through an amazing transformation. The bandages that once covered all of his body were completely disappeared, his arms and legs grew intense muscles and his chest had a symbol of two serpent heads joined together in a circle. His head also transformed with a helmet that had the same two serpents but each snake head was on both the right and left of his helmet. His red robe and hood also transformed into a cape that was linked to both his right and left wrists. His feet and hands transformed into claw type talons which he could use to capture and scratch his enemies into submission. After his transformation, Mumm-Ra started to laugh manically as he flew out of the energy vortex, then after everything had settled down he returned to his previous position and continued to monitor, waiting for just the right opportunity to strike.


The Cat's Lair was being damaged hard from the laser blasts in the meantime. Normally the mutants' weapons wouldn't even scratch the rock surface, but since the upgrades, they are causing more damage then ever before. The Thundercats had to do something before their home was lost.

"Panthro, Cheetara, Tygra, Lynx-O, Pumyra and Bengali, take the vehicles and try to slow them down." Lion-O stated into the radio.

"You got it Lion-O." Panthro said as both the Lair's giant Cat arms started lifting up.

After the way was clear, all four of the vehicles launched to do battle with the Eco-Villains. But unfortunate for the Thundercats the Eco-Villains were ready for them. The ground battle was the first to happen between the Nose Diver and the Thundertank.

"You don't really think that little toy is gonna stop me do you Thundercat." Nykem said while fighting at Panthro and his Thundertank.

"You don't know what this tank can do buster." Panthro said as he flicked a lever and revealed the front tank's laser blasters.

"Not this time Thundercat." Nukem said as he fired his own beams right at the instant the tank revealed it front weapons.

The rays that nukem fired from his hands completely destroyed the tanks front weapons. " Blast it" Panthro said wishing he had gotten them ready sooner. "The creep took out my front weapons. it's a good thing I still have the canon in the back."

But just as Panthro was about to reveal the main weapon, Nukem fired one of the new Toxic missiles straight at the tank.

"What the heck is that thing?" Panthro said as the missile impacted the front of the tank.

"Now your finished Thundercat. HAHAHAHA!" Nukem said while the toxic missile started to do its job.

"Got to get this baby moving again." Panthro said as he was trying to get the controls working in the tank again.

Unfortunate for Panthro, the toxic missile that impacted with the tank already started to dissolve most of the wiring inside the tank. Then Panthro started to see the toxins forcing its way through all of the tank's main panels. "I hate to do this, but I have to abandon the tank." Panthro said as he climbed out of the tank.

Knowing that he had succeeded in eliminating one of the Thundercat's vehicles, Nukem continued firing the Nose Diver's weapon trying to hit Panthro. He dodge it thanks to his Cat like reflexes, but Panthro knew that the only way to stop them was back at the Lair so he started running back their to re-group. Nukem continued firing but missed hitting Panthro on purpose, he was following Mumm-Ra's plan straight to the letter. He just hoped that the others would be able to do the same.


The sky battle looked like a laser light show with blasts going every witch way. It was beautiful and somewhat disturbing at the same time. The Thundercats saw what has happened to the Thundertank are trying desperately to finish the air battle as fast as then can, so that they can re-group with Panthro.

"Lynx-O to Bengali and Pumyra, stand by for seperation." Lynx-O said while he was getting ready to detach the two pods.

"Were ready Lynx-O" Pumyra stated.

Just then the Thunderstrike was hit by a powerful beam of energy that started to short out all electrical units inside the vehicle.

"What was that Lynx-O?" Pumyra asked looking worried. "What hit us?

"I don't know, some sort of electrical beam. It seems to have overload all of the weapons. All functions are out, I can't even use the Brailboard for much longer."

"We better head back to the Lair while we still can before we crash." Bengali said as Lynx-O tried to regain enough control of the Thunderstrike to land it in front of the lair.

"I don't think so Thundercats." Blight said as she fired another beam of energy at the Thuinderstrike this time completely disabling it.

"We've lost all power, I'll have to try manual control." Lynx-O said. "Pumyra I need you to be my eyes." He said as the started to pull the manual flight level control for the Thunderstrike while it starts to fall from the sky.

"You got it Lynx-O." Pumyra said as she started to help Lynx-O land the Thunderstrike.

"We've got to land in one piece Pumyra, so be careful." Bengali said tying to help.

"I've got it." Pumyra said as she helped Lynx-o by grabbing the manual controls. "We've almost got it." She said as she started to help him pull up.

With Pumyra's help the Thunderstrike crashed landed outside the Cat's Lair, but it was in no condition to fly at all.

"We have to abandon the Thunderstrike and head back towards the Lair." Bengali said as he and Pumyra started to help Lynx-O back to his feet.

"I'd never thought that we would start to be defeated so easily my friends." Lynx-O said as they climbed out of the vehicle.

"It's not over yet Lynx-O." Pumyra said "We just have to figure out another way to come back from all of this.

As the three Thundercats started to make their way back to the Lair, Cheetara and Tygra were having their hands full now that Blight has joined up with Sludge.

"Tygra, we have to do something before we get shot down as well." Cheetara said into her radio.

"I know Cheetara we just have to keep-" Tygra said as the transmission went dead.

Cheetara looked over at the Thunderclaw and saw that it started to catch on fire.

"Tygra, hold on I'm coming " She said as she was being fired upon.


Dr. Blight with all of her intelligence was trying to figure out a way to disable the Thundercats vehicles, she knew that one precise laser blast in the right spot would cause all of the systems to start to shut down. She trusted her smarts and guessed correctly causing all of the Thundercat's sky vehicles to start to crash land.

Cheetara saw that Tygra was still trying to regain control so she tried to move here vehicle almost next to him, hoping that they might be able to survive the crash together. Tygra saw that Cheetara was trying to help him, but with all of his electrical systems offline it would almost be impossible. Tygra made the only choice he had available, he jumped off the Thunderclaw and landed on the back of the Hovercat.

"Tygra, why did you do that?" Cheetara said while she and Tygra both saw the Thunderclaw crash into the ground below and exploded.

"It was the only choice available, besides we have to get back to the Lair." Tygra said hoping that Cheetara would agree with him.

"Your right Tygra, I'll try to keep us airborne as long as I can." Cheetara said as another beam hit the Hovercat.

"CHEETARA, ARE YOU ALIGHT?" Tygra said as the shock of the impact caused Cheetara to be knocked UN-conscious. "CHEETARA!" Tygra shouted as he tried to regain control.

Tygra regained control just long enough to crash land the Hovercat, but Cheetara was still out like a light.

"I have better get you back to the lair and fast." Tygra said as he picked up Cheetara and started carrying her back.


Back inside the Lair, Lion-O and the Planeteers couldn't believe what was happening out there. All of the Thundercat's vehicles were rendered useless and Cheetara was hurt. Lion-O knew what he had to do but he still had one option left to try before he would have to resort to drastic measures.

"Thunderkittens, are the Lair's weapons locked on those flying machines?"

Then a response came from the main Cat's laser control. "All weapons locked on Lion-
O." Wilykat responded.

"Fire all weapons" Lion-O stated as the Lair started to fire it's lasers at the Eco-Villains

Nukem saw that the lasers were shooting from the cat's eyes form the top of their lair. Nukem had planned a very special beam for just this occasion. He took out the metal cylinder the Blight had given him earlier and opened it again. This time he absorbed more and more of the radiation making his blasts almost 3 times as powerful. Then he closed it again and put it away.

"Lets see how you handle this new blast. Thundercats." Nukem said as he started to take the energy that he had absorbed and created a radiation type energy ball. This ball was filled completely with all of the enhanced radiation that was within his body, he knew that this would really knock the stuffing out of the Cat's Lair and force Lion-O to use the sword. "Now to let them have it." Nukem said as he fired the ball right at the Lair.


Inside that lair the Planeteers were watching, not liking what was coming at them.

"Lion-O, my friend we must abandon the control room!" Kwami started to shout.

"Whats happening Kwami?" Lion-O responded.

Then Wheeler showed him the ball of energy heading right for the lair.

"Thunderkittens we are abandoning the lair, meet up outside and hurry." Lion-O said as gestured the Planeteers to also leave.

As the Planeteers and the Thundercats started to leave the control room and the main firing room, the energy ball hit the Cat's Lair causing major electrical explosions. All of the consoles within the control room were on fire and being destroyed. As they started to head outside, the vibrations caused the entire Lair to shake with feedback. Linka and Gi lost their balance but Wheeler and Kwami were able to help them out. Then the Thunderkittens caught up to them.

"What are we gonna do now Lion-O?" Wilykat asked looking very worried. "The Lair was never this damaged before.

"I know Thunderkittens, there is only one hope left." He paused for a moment. "Everyone outside the lair right now." Lion-O ordered.

Everyone started to exit the lair just as the other Thundercats started to head for the front door.

"Lion-O, we saw the energy ball hit the lair, is everyone alright?" Panthro asked.

"We're find my friend." Kwami responded. "But how is Cheetara doing?" He asked seeing Tygra carrying her.

"I don't know." Tygra responded. "The impact knocked her out." He replied.

"There is only one thing to do Tygra and you know what it is." Tygra, Lynx-O and Panthro all nodded together. "Thundercats I need you to create a defense wall protecting myself and the Planeteers."

"What about Cheetara?" Wilykat asked.

"I'll take her" Wheeler said as he went up to Tygra.

"Are you sure about this Lion-O?" Lynx-O said, remembering what Jaga had told him of the risk.

"I'm sure." Lion-O responded in kind.

"All right then, I'll stay with you as well for some added protection." Lynx-O said while getting his portable reflective shield ready.

"Thank you my friend." Lion-O said while he was putting his left hand into his Claw Shield. "Planeteers are you all ready." Lion-O said wile looking at them.

"We are ready my friend." Kwami stated as he saw Wheeler lie Cheetara down and rejoin the others.

"Are you ready to do this Yankee?" Linka asked taking Wheeler's hand.

"I'm ready for anything babe." Wheeler said as he smiled at his fiancee Then he started to speak again. "This one's for Cheetara." He said as the others nodded their heads.

"Lion-O my friend do it." Ma-Ti stated as they were all ready for him to begin.

"Alright my friends, here we go." Lion-O said as he started to chant the words. "THUNDER….THUNDER…THUNDER….THUNDERCATS….HO!" Lion-O shouted as the sword once again transformed into its long sword form and the beam came out again and started to growl. While the signal was up in the air all of the Thundercats's eyes glowed orange and the marks on the uniforms also started to glow, at the same time Cheetara was starting to recover. Her eyes opened and started to glow orange allowing her to stand up once again fully aware of what is going on. "EYE OF THUNDERA, SOURCE OF OUR POWER, I ASK OF YOU NOW, PLEASE RESTORE THE POWER TO THE PLANETEERS RING SO THAT THEY CAN FIGHT WITH US, HO!." Lion-Shouted as the symbol sent down an intense beam of energy right towards the Planeteers engulfing all of them.

"Hold on my friends." Kwami started to say. "Here we go."

Then the Symbol transformed itself into five beams of pure energy, each beam heading straight form each Planeteer and their rings. The beams of energy had hit their rings with such an intense light that it momentarily blinded everyone there. Once the light was gone, they all looked back up at the sky. As Jaga had warned Lion-O, the sword now spent all of its power had returned back into it's small dagger form to begin to recharge.

"Thank you Eye Of Thundera." Lion-O stated. "Planeteers, is everything alright." Lion-O asked while looking at his friends.

At that moment the Planeteers all started looking at their rings, the purplish color that was covering their ring had completely vanished and each ring was restored to its original form.

"Planeteers, I know that we haven't said this in a while but this situation is definality more than we can handle." Kwami stated.

"Kwami my man start us off." Wheeler said knowing what was about to come next.

"PLANETEERS, LET OUR POWER COMBINE." Kwami shouted as everyone raised their rings to the sky.

"EARTH!"

"FIRE!"

"WIND!"

"WATER!"

"HEART!"