In the dark skies above his home, Lightning continues to flash and crash as the four smaller pyramids continue to absorb all of the energy provided. As the lightning continued to flash inside his home Mumm-Ra was laughing aloud while witnessing his newest prisoners mounted on his wall, being bound by chains.

"Nice job my co-horsts in evil." Mumm-Ra started to say while in his mummy form. "The prizes you have brought me are very impressive." He added as he started to shift his attention towards the left side wall and the captured Thundercats and Planeteers.

"So when do I get my payment for all of this trouble Mumm-Ra." Hammerhand stated while standing with his Berserkers right beside him.

"Payment? I recall no payment for you." Mumm-Ra replied back while knowing full well what he had promised Hammerhand in exchange for his help.

"WHY YOU MISERABLE EXCUSE FOR A MUMMY!" Hammerhand yelled back. "YOU PROMISED ME AND MY CREW THE RED HAIRED WELP AND THE BLACK-HAIRED WENCH FOR MY OWN NOT TO MENTION ALL OFTHE UNICORNS!"

"Oh, that payment." Mumm-Ra started to respond with a smile on his mummified blue face. "I'm afraid that they both are not available at the moment."

"WHAT!" Hammerhand started to yell louder and getting more angry my the moment. "ARE YOU TRYING TO DOUBLE-CROSS ME AND MY BERSERKERS! IF YOU ARE THEN BETTER BE READY TO DIE!"

"You misunderstand the situation my dear Hammerhand." Mumm-Ra started to say with a calm and evil tone in his voice. "The whelp who damaged your arm and the wench are off world at the moment and I have no idea when they will get back."

"Is this another trick of yours Mumm-Ra, cause if it is then you will pay with your life."

"That's right. No one ever goes back on a deal with Hammerhand." Crusher stated.

"Not if they want to live a lot longer." Ram-Bam added.

"That's right. Cause if they did they wouldn't be seen or heard from again." Top-Spinner added.

"I am not going back on our deal, just making a slight change to it about your payment." Mumm-Ra stated with a grin on his face. "You said that you had to use up all of your gold to rebuild your arm eh."

"That's right. But I was able to get it back."

"Well I have a better deal for you then. To the treasure room." Mumm-Ra stated as he started to lead Hammerhand and his Berserkers into another chamber of his Pyramid.


As Mumm-Ra and his small group of mercenaries enter another room in his home, the Berserkers almost fell to the ground hard when they started to see what was in the room. As they finally got over the initial shock, the group started to see gold coins on the floor as well as exotic jewels and statues from across all of Third Earth. After a moment of staring, Mumm-Ra started to speak.

"You make take as much as you can carry as payment for your services but no more." Mumm-Ra stated as the Berserkers started to rampage the room. "Consider this a payment for a job well done."

After Mumm-Ra's statement, Hammerhand stopped taking gold and jewels and stared at the Mummy.

"We will consider this a down payment for what you owe us. But you are still gonna make good on your deal to give us want you promised."

"I already told you that this is your payment. Be happy that you are getting paid at all." Mumm-Ra stated while making his eyes glow red.

"Ca-Captain, maybe we should accept his payment for now. We can always track them both down when they get back." Ram-Bam stated while starting to get a little scared.

"I agree with Ram-Bam Captain. We should quit while we're ahead." Crusher added.

"Captain, don't do anything rash now. We are getting paid in gold and jewels so we should be happy about that." Top-Spinner added.

"AVAST YOU SCURVY SWABS!" Hammerhand stated while getting angry at Mumm-Ra and his crew. "NOW YOU LISTEN HERE YOU POOR EXCUSE FOR A MUMMY! YOU PROMISED ME AND MY CREW THOSE TWO WHELPS, PLUS ALL OF THE UNICORNS AND YOU ARE GONNA PAY UP OR I AM GONNA START TEARING THIS PLACE APART PIECE BY PIECE UNTIL YOU BRING THEM TO ME!"

"THAT IS ENOUGH!" Mumm-Ra yelled in his most angered tone. "NOW THAT OUTBURST OF YOURS HAVE JUST COSTED YOU ALL OF THE GOLD THAT YOU AND YOUR MEN HAVE TAKEN! DROP EVERYTHING RIGHT NOW!"

"NO MUMM-RA!" Hammerhand yelled back. "THESE ARE MY MEN AND I GIVE THE ORDERS AROUND HERE." Hammerhand stated while starting to look at his crew. "KEEP TAKING ALL OF THE GOLD THAT YOU CAN CARRY OUT, WE ARE LEAVING NOW BUT WE WILL BE BACK FOR OUR REAL PAYMENT!" He added as Hammerhand and his Berserkers started to leave the treasure room.

" I AM WARNING YOU HAMMERHAND!" Mumm-Ra started to yell while keeping his anger and rage in check. "DROP ALL OF THAT GOLD OR FACE PUNISHMENT!"

"HA! HA! HA! PUNISHMENT FROM YOU! NOW THAT IS A LAUGH." Hammerhand replied as Mumm-Ra Started to raise his hands into the air.

"I WARNED YOU…. NOW FACE MY WRATH!" Mumm-Ra yelled as red energy beams started to emit from his hands and headed towards Hammerhand and the rest of his crew.


As the energy beams started to emit from the Mummy's hands, Hammerhand was stunned to find out that the beams had missed him completely. As if the mummy missed him on purpose. After a moment he started to hear screaming from people behind him. As the captain started to turn around, he started to see all of his crew member being bombarded by the red energy beam and started to change.

"Avast there you wretched mummy." Hammerhand started to say while still in shock. "What ye be doing to me crew? Hammerhand added as some kind of transformation started to appear on Ram-Bam, Cruncher and Top-Spinner.

"Ca-Captain." Crusher started to say while the transformation started to begin. "What is happening to us?"

As Hammerhand watched, his crew slowly started to transform from flesh and blood people to statues made of solid gold. The transformation started begin from the lower feet and legs and started slowly to move up towards the rest of their bodies.

"STOP THIS MUMM-RA!" Hammerhand yelled while still in shock. "Why are ye doing this?"

"You wanted my gold and kept getting more greedy by the second. Now your crew will pay the price for that decision." Mumm-Ra replied as the transformation continued.

"ALL RIGHT, ALL RIGHT! YOU WIN MUMM-RA. WE WILL FORGET THE GOLD, THE UNICORNS, AND THE TWO WHELPS YOU PROMISED US AS PAYMENT!" Hammerhand stated as he tried to beg the mummy to stop his madness. "JUST LEAVE MY CREW ALONE!" Hammerhand added as he started to get down on his knees.

"HA HA HA HA!" Mumm-Ra started to laugh. "It is so nice to see that when push comes to shove you don't have a real backbone. Very well, I will release your men but this in the one and only time I will do this. Don't you ever push me again or next time I will not stop." He added as red energy beam launched from his hands again and struck Hammerhand's crew, reversing his spell.

"Thank you Mumm-Ra, for sparing my crew." Hammerhand stated as his crew also got to their knees to pay their respects as well.

"Now be gone from my sight." The mummy stated as red energy beams once again struck Hammerhand and his crew.

As the red energy beams started to hit the Berserkers, everyone was starting to de-materialize from Mumm-Ra's sight. After a moment all of the Berserkers were completely vanished from inside Mumm-Ra's home.

"Now that this minor problem is over, time to put my master plan into action." The mummy stated as he started to leave his treasure room and headed back towards the main hall inside his Pyramid home.


As Mumm-Ra started to re-enter the main hall he started to see Zarm and Pollution looking over the prisoners on the wall as well as trying to take something from one of the prisoners. As Mumm-Ra started to approach them Zarm started to make his move.

"Are you sure about this dude?" Pollution stated with a concerned look on his face. "I mean don't you think that Mumm-Ra might have another reason for the Global geeks to keep their rings."

"I don't care what that mummy's reasons are, the rings belong to me and that is final." Zarm stated as he was about to take Kwami's Planeteer ring.

"What do you think you are doing Zarm?" A voice said from behind the duo.

After the voice finished speaking, both Zarm and Pollution turned around to see Mumm-Ra standing right behind them.

"Mumm-Ra, I thought you would take longer taking care of those pirates." Zarm stated while trying not to show his shock or anger.

"Let's just say that they are taken care of for now." Mumm-Ra replied as he started to see a look of anger on Zarm's face. "Were you trying to take something from one of my captives?…SPEAK!"

After that burst, Pollution started to break down and started to talk as if he was trying to save his own skin from the Mummy's wrath.

"Mumm-Ra, Zarm was trying to take one of the rings from the Planeteers. I told him it was a bad idea but-" Pollution started to say until he was cut-off.

"SILENCE YOU BLITHERING EXCUSE FOR A VILLAIN." Zarm yelled as Mumm-Ra started to speak as well.

"Well Zarm, any thought about why you were going to disobey me again." Mumm-Ra stated as Zarm started to focus all of his attention towards the mummy and not at Pollution.

"I'm just collecting what belongs to me." Zarm replied as he started to shift his attention back towards the unconscious Earth Planeteer. "Now to collect my prize." He added.

"I wouldn't do that if I were you, unless you want to make me very angry." Mumm-Ra replied with his glowing red eyes.

"Ha. You don't scare me Mumm-Ra. I am the most powerful being in all of the galaxy. I'm afraid of nothing and no body." Zarm replied as he started to grab the Earth Ring from Kwami's right hand.


As Pollution started to watch, Zarm had started to remove the ring from Kwami's right hand, when a red energy beam started to strike Zarm's arm. As the energy beam started to strike, Zarm felt intense pain and released his grip on Kwami and his ring. After a moment, the former spirit of the Earth turned around to see smoke coming out from one of Mumm-Ra's fingers.

"I supposed that was supposed to be a warning shot." Zarm stated while the pain in his arm started to go away.

"I believe that I made my point clear" Mumm-Ra replied while making direct eye contact at both Zarm and Pollution. "YOU BOTH WORK FOR ME AND I WILL NOT TOLERATE ANY DISLOYALTY! AM I CLEAR!?" The mummy added while raising his voice in anger.

"Fine fine, for now." Zarm replied as the all started to hear something from the prisoners.


As Mumm-Ra and Zarm were finishing their business, the prisoners along Mumm-Ra's Pyramid wall started to move and regain consciousness. As all of the Thundercats and the remaining Planeteers started to open their eyes, all of them started to see both Mumm-Ra, Pollution and Zarm standing right in front of them. After a moment they also started to see Cheetara restrained to some sort of rock table while still out cold.

"Glad to see that you all decided to join us Thundercats and Eco-Geeks." Zarm stated while still angry about not collecting the rings from both Kwami and Ma-Ti.

"What happened and why are we chained here?" Kwami asked while the others were also looking at their situation.

"You are here cause you are about to become my soldiers of destruction, and your first target is your former Lord of the Thundercatrs." Mumm-Ra stated with a grin on his face.

"No way." Wilykit stated.

"That's right. We will never betray Lion-O." Wilykat added.

"You must think we are out of our minds if we would ever help you." Pumyra added.

"That's just what your former friend Wheeler thought and look where he is now. Under my power and killing your friends on New Thundera." Mumm-Ra added with a very happy tone in his voice.

"Wheeler would never betray us." Ma-Ti added.

"Ask you friends at the Warrior Maidens home. That was his first test of his loyalty to me. Yours will be to destroy Lion-O and everyone else at your former home."

"You must be crazy to think that we will ever help you." Tygra added while starting to see Cheetara's situation. "What have you done to Cheetara you monster."

"You're Cheetah friend is resting but soon I shall make her my queen of evil. With my magic and her untapped potential I will be able to conquer this world and be it's ruler once again."

"FORGET IT YOU STUPID MUMMY!" Bengali started to say. "There is no way that any of us will help you."

"Is that anger in your tone? If it is then I have already won."

"And what is that supposed to mean? Ma-Ti asked while trying to keep his anger in check.

"After what happened with Wheeler and Linka I realized that everyone has anger and rage inside their soul. All I have to do is find a way to trigger that rage, and I will be able to place you under my control."

"Forget it. No one here is buying what you are selling Mumm-Ra." Kwami added.

"Ah that is so cute, you really think that you have a choice." Mumm-Ra stated as he started to walk over to his cauldron.


As Mumm-Ra started to walk over to his Cauldron, a sound of engine fire started to be become louder as a strange object started to get closer to Mumm-Ra's home. After a moment, the mummy looked into his Cauldron and started to wave his hands to see what was making that sound. After a moment more the mummy started to see the image of Castle Plunn-Darr flying towards his home under it's own power.

"Well it looks like I underestimated those new allies of mine." Mumm-Ra stated as Castle Plunn-Darr started to land in front of his home. "I'll have to show them the welcome mat." He added as he started to remove the image from his Cauldron.

"What was that noise dude?" Pollution asked as he and Zarm approached Mumm-Ra.

"It would seem that your friends were able to upgrade the Mutant's old home with some impressive improvements."

"Care to let us in on these improvements?" Zarm asked with wonder.

"Not at this time." Mumm-Ra replied as four new shadows started to enter his home.


As the four shadows started to enter Mumm-Ra's inner chamber, the light from the open doorway from the top of the pyramid started to reveal the shadow's figures. The first shadow was a giant person completely made of yellow rock, wearing a Hawaiian open t-shirt. The second shadow was a medium sized plump man, wearing what looks like some sort of factory jumpsuit. The third shadow was a woman wearing a purple jumpsuit and with blonde and a small section of white hair. The final shadow was a small computer screen on wheels while a green digitized faced appeared on the screen.

"I see you have been busy my friends." Mumm-Ra stated as his newest allies have finally entered his home.

"So have you it would seem." Blight replied back. "So when can I begin my experiments on them?"

"Forget it Blight. No way are going to do anything to us." Kwami replied in an angered tone.

"Quiet Eco-Geek or will fill you up with so much infra-red heat that you will explode from the inside out. " Nukem stated after hearing Kwami's statement.

"I like to see you try that brick face." Wilykit stated.

"Don't try and talk to him sis, he seems to have rocks on the brain." Wilykat added.

"Why you two little pests, prepare to get shocked." Nukem stated as he started to raise his yellow fists.

"YOU TOUCH THEM AND I WILL END YOU RIGHT HERE AND NOW!" Mumm-Ra yelled in order to stop Nukem.

"Are you kidding me?" Nukem stated with annoyance in his tone. "I want to blast them right now."

"Calm down Nukem." Blight started to say in her most calm tone. "Let's see what our new friend has in store for them."

"Yea rock head, then you can do what you want to later." Sludge added.

"I am going to blast you for that remake Sludge." Nukem replied.

"ALL OF YOU BE SILENT!" Mumm-Ra yelled.

"Of course sir". Sludge replied as Nukem nodded his head.

"Now it is time to put my plan into action." Mumm-Ra stated as the four stone statues of the Ancient Spirits of Evil started to glow green and walk towards Mumm-Ra. "ANCIENT SPIRITS OF EVIL…. TRANSFORM THIS DECAYED FORM… TO MUMM-RA… THE EVER LIVING!" Mumm-Ra shouted.


As every started to watch, the four statues of the Ancient Spirits of Evil started to each started to raise their right arm and bathe Mumm-Ra in a greenish energy bath. As Mumm-Ra started his transformation, moist of his red robe started to shred apart and most of his bandages did the same. After a moment his arms, legs and torso, started to become bulgier and what looked like some sort of headdress started to appear with two snakes appearing on both ends. After a moment the symbol of the snakes started to appear on his chest in a reddish circle. A moment later his transformation was completed and he started to rise above the energy bath. After that he then descended back to the ground in his transformed state.

"Now that was a show." MEL stated while watching and recording everything.

"Glad you liked that, now to get down to business." Mumm-Ra replied as he once again started to walk towards his prisoners. "Now to make you all my slaves."

"What ever you try and do to us will not work Mumm-Ra." Tygra stated as Mumm-Ra walked towards them.

"That's right. We are loyal to Lion-O and that is it." Bengali added.

After hearing those words, Mumm-Ra stopped only a few feet from his prisoners.

"Fools, you will work for me, weather you like it or not." Mumm-Ra replied as he started to raise his arms and hands at the Thundercats and the Planeteers.


As Mumm-Ra opened his muscular hands, red energy beams started to emit from his palms and started to strike everyone against the wall. As the energy beams started to strike his prisoners they all started to yell in pain as if something was entering their minds.

"NOW YOU WILL SHOW ME THE MEMORY THAT GIVE YOU THE MOST PAIN AND ANGER, AND I WILL USE THAT MEMORY TO MAKE YOU MY SLAVES!" Mumm-Ra yelled as the energy beams continued to strike his prisoners.


As he continued to strike the Thundercats and Planeteers, the other members of his little get together started to have a conversation of their own.

"Look Blight, not to question the mummy about anything, but didn't you once have those Eco-Geeks under your control?" Sludge asked while seeing a smile on Blight's face.

"Yes I did. I turned those Eco-Geeks into Eco-Punks but their leader found a way to free them." Blight replied. "But I am starting to like this mummy's style. Hearing those screams of pain brings so much pleasure to myself."

"Personality, I'd rather blast them with radiation and end their suffering." Nukem added.

"Let's just enjoy the show for now. I'm still gathering up data on everything that is happening here." MEL stated while still recording what is happening inside Mumm-Ra's home.


As his allies in evil continued to have their conversation, Mumm-Ra's play was going into full swing. The energy beams have finally started to strike the memories of all of his prisoners. The Thundercats are seeing the destruction of their home over and over again, and while that memory keeps repeating, their anger is also starting to rise. As for the Planeteers, Mumm-Ra's powers are starting to influence Kwami, as his is also seeing the destruction of his home in Africa. He is watching the jungle where he grew up being turned into a wasteland as well as his people being killed by people wanting their land.

As everyone was experiencing their worst memories something was going on with Ma-Ti's memories. As the red beam continued to strike at him, his ring is somehow protecting his mind from Mumm-Ra's influence. While at the same time, Lynx-O was also somehow able to resist what was happening to his mind. Maybe it has to do with his enhanced senses. Somehow they seem to be protecting him.

As the red beams started to die down, all of the screaming from his prisoners started to stop and then something strange started to happen. As the prisoners started to open their eyes, except for Lynx-O and Ma-Ti, everyone elses eyes started to glow red. It was if they were under a trance that they can't break free from. After a moment Mumm-Ra approached the prisoners.

"Well now, how do you feel?" Mumm-Ra asked while looking and the Thunderkittens.

"I feel that Lion-O and the others must be destroyed." Wilykit replied.

"Yea, destroyed with no mercy for any of them." Wilykat added.

"And do the rest of you feel the same?" Mumm-Ra asked.

"LION-O AND THE REST OF HIS ALLIES MUST BE DESTROYED!" They all yelled except for Lynx-O and Ma-Ti.

After seeing the anger in their eyes except for Lynx-O, Zarm started to realize something.

"You fool Mumm-Ra." Zarm started to say. "You failed to get everyone under your control.

"WHAT DID YOU DARE SAY!?" Mumm-Ra yelled back

"Ma-Ti and the blind Thundercat are still free of your influence."

"I had a feeling about that."

"YOU WHAT!? YOU KNEW THIS AND CONTINUED?! ARE YOU INSANE?!"

"SILENCE!" Mumm-Ra yelled back in and raged tone. "I knew that Ma-Ti's ring would protect him and that Lynx-O would be able to resist my influence."

"Then maybe I can have some fun with them instead." Blight stated while seeing Ma-Ti and Lynx-O fully aware about what happened to their friends.

"No. I have a better idea." Mumm-Ra replied as he started to blast the chains above Ma-Ti and Lynx-O releasing them both.

"What are you doing?" Zarm asked with concern. "Why did you do that?"

"I want these two to go and tell the others what has happened here before my troops destroy them." The mummy stated while looking at Ma-Ti and Lynx-O. "Be gone from my sight and if any of you stops them, you will answer to me."

"Please master let me destroy them right here and now." Pumyra stated with rage in her tone.

"No let me. I want to kill them." Bengali added.

"No they are mine to kill Tygra added.

"We have first dibs here tiger face." Wilykat replied.

While everyone was complaining, Ma-Ti was able to prop up Lynx-O to help him up.

"Can you believe this Lynx-O? All of our friends want to destroy us" Ma-Ti stated as he and Lynx-O started to make their way passed Mumm-Ra's new allies and out of his inner chamber.

"I know my friend, I know. I'm also worried about what he has in store for Cheetara, but we must get out of here and warn Lion-O and the others back at the Lair." Lynx-O replied.

"Maybe I can try and warn Lion-O and the others back at the Lair."

"I know that Lion-O, Panthro, Gi and Linka are off world. Do you think that your ring can go that far out?" Lynx-O asked while still being helped out of Mumm-Ra's home.

"I'm not sure ,but maybe our friends back at the Lair can help."

"Wait till we are away from the darkness, and then try to contact them. Mumm-Ra and the others might try to stop you."

"Good point. I think I am starting to see a light at the end of this passageway." Ma-Ti stated as they both started to head towards the outside of Mumm-Ra's home.


As Ma-Ti and Lynx-O started to exit Mumm-Ra's home, the youngest Planeteer was starting to get frightened by all of the lightning strikes and flashes coming from the sky. As they continued to move away from the Pyramid, Lynx-O started to notice the fear and uneasiness the Ma-Ti was trying to hide.

"Are you alright my young friend?" Lynx-O asked with concern.

"Don't worry about me Lynx-O." Ma-Ti started to say. "Just worry about getting away from here and back with the others."

"I have no doubt that we will make it back there, but first you have to stop lying to me about feeling fine." Lynx-O stated while Ma-Ti looked concern.

"Lynx-O, I told you that I am fine."

"Ma-Ti, remember that my senses are much sharper than the others. I can sense when you are hiding something from me."

"Are you saying that you are like Cheetara?"

"No no my young friend. I am not like Cheetara. I just have a better way of feeling out matters that everyone else seems not to notice. Now please tell me what has gotten you so frightened."

"I can't help it. This place, all of this evil. I have never felt anything like it and then with the storm clouds and lightning strikes."

"I understand my friend. But you must have faith that we will get away from all of this and get back to our friends." Lynx-O stated as they both started to cross the Dessert of Sinking Sands."

"Lynx-O are you able to walk without me helping you?" Ma-Ti asked while trying not to be rude.

"Oh course my friend, just keep holding my hand and we should be just fine." Lynx-O replied as he got off of Ma-Ti shoulder and started to hold the young Planeteer's hand.

"While we head back towards the lair, tell me a little more about your home."

"O.K. sure, but why?"

"I figured it would help pass the time and you could use the distraction." Lynx-O added as they were half way through the dessert.

"Well you probably already know this from when we all introduced ourselves to Lion-O and everyone else, But there was something I did held back."

"What do you mean held back."

"I was truthful about my home in South America and about the Shaman raising me after my parents were killed, but there was something I didn't say back then."

"And that is my young friend?"

"The thing is that I was scared about living my life without my parents. True the Shaman raised me as his son but for a while I was an outcast and it made me sad."

"Then how were you able to get your ring from Gaia?"

"I've been wondering the same thing myself for a while, then it hit me when we all got teleported back to Hope Island."

"What hit you?"

"The one thing I was missing in my life came true. I had a family again. Gaia is our mother, Kwami in my step-brother as well as Gi and Linka being my step-sisters."

"And Wheeler?"

"His more like my brother that I always wanted. Always trying to show me a good time as well as listening to me and giving me good advice from time to time. Course some times I don't listen to it but that is what family does. They all support each other." Ma-Ti replied as the duo exited the dessert of Sinking Sands and started to enter the forest section.

"Can you give me an example?"

"Sure." Ma-Ti replied as he started to recall a time when Wheeler's advice and distrust came into flu Lucia when Ma-Ti went on a mission for his tribe. "My tribe sent me with a ceremonial headdress for a man named Baron Giftis. He claimed that he could remove air pollution from the world. Wheeler didn't trust him and warned me about it, but I didn't listen. Then I found out that it was Looten Plunder and he wanted to use the African Jungles for another one of his schemes. The Planeteers stopped him of course, but after that, I learned to trust what my friends are saying and not to be swayed in by anyone who says they can deliver miracles."

"It would seem that you learned a lot on that day my young friend." Lynx-O replied as they both started to enter the jungle, near the Unicorn keepers.

"Maybe but I still have a lot to learn."

"Comes with growing older and getting wiser my young friend."

"Just exactly how old are you Lynx-O?"

"Old enough to stop you right there my friend. My age shouldn't be an issue here when we have to get back to the lair."

"You're right. I'm sorry about that."

"It is alright my young friend I-" Lynx-O started to say until his ears started to glow red for a moment.

"Lynx-O, what is it?" Ma-Ti asked with concern for his friend.

"Someone is coming." Lynx-O replied as a strange sound started to come from the bushes.

"Gimie a moment to check Lynx-O." Ma-Ti stated as he started to concentrate with his ring. "It is alright, it is a friend of ours." The Heart Planeteer added as the Unicorns started to appear from the bushes.


As Ma-Ti continued to concentrate with his ring two Unicorns started to emerge from the bushes to see who had entered their home. After a moment both Unicorns started to approach Ma-Ti and Lynx-O.

"I think they would like to help us out Lynx-O." Mat-Ti stated when both Unicorn knelled down to be ridden.

"How do you know this?" Lynx-O replied as he started to sense what the animals were doing.

"I think they could read my thoughts through my ring as I can read their thoughts."

"Are they willing to help us get back to the Lair?"

"Yes they are but they sense great sadness from your home."

"Then we better see what happened." Lynx-O stated as they both climbed on both unicorns. "Now my friends please take us home." He added as both of the animals started to stand back up and a moment later started to head off in the direction of the lair.


As Lynx-O and Ma-Ti started to head back towards their home, Lion-O, Panthro and Linka had just finished hearing everything that had happened while they were in the bunker. After a moment Panthro started to speak.

"Are you saying that all of our vehicles were taken including the Thundertank?" Panthro stated with concern in his tone.

"Snarf, snarf. That's right Panthro. Brrr. The others took all the vehicles except the Thunder Cruiser to help our friends but then we lost contact with them."

"And the vehicles, are they still where the others left them?" Lion-O asked also with wonder.

"Yup, they sure are yup." Snarfer replied.

"Then that is a good thing then." Panthro replied with a sense of satisfaction in his tone.

"I don't understand." Linka started to say. "If your vehicles are away from here, then how are we gonna get them back."

"After our last encounter and leaving the vehicles unattended, I installed a remote control homing device in all of the vehicles."

"Are you saying that you can bring them all back here at the same time?" Gaia stated while following what Panthro had stated.

"Not right away. It would depend on how far away they are from the lair." Panthro stated as he started to head back towards the Feliner. "Everyone follow me and I will show you what I am talking about."


After Panthro's statement, everyone started to gather inside the Feliner's cockpit to see what the dark blue Thundercat was talking about.

"OK, this is what I was telling you all about before." Panthro stated as he started to lift a small panel on the right side of the control panel.

As Panthro lifted the panel, everyone inside the Feliner started to see a somewhat smaller version of the Cat's Lair's view screen with a few buttons below it. As they looked closer, they all started to see the names of all of the Thundercats vehicles underneath it.

"Is this what you and Tygra installed Panthro?" Lion-O asked while looking amazed.

"That's right Lion-O." Panthro started to reply. "Now to see where the vehicles are." He added as he started to turn on the system from the Feliner's main control panel.


As Panthro started to press a few buttons on the Feliner's control panel, the new system for the vehicles started to power up. After a few moments, five to 7 blips started to appear on the screen as well as their names lighting up underneath the system.

"There we go." Panthro stated while looking at the display. "It looks like the Thunderstrike, the Thundertank, the Hoverclaw, the Hovercat and the Spaceboards are in the areas where are friends are located."

"There must have been trouble for everyone to go at once." Lion-O stated while Linka nodded in agreement.

"Panthro, you said that you can get them back here. How?" Linka asked with wonder in her tone.

"I was also wondering the same thing?" Gaia added.

"You see these lighted buttons under the screen?" Panthro started to say.

"Yes." Gaia replied.

"Da." Linka added.

"All I have to do is push each button and a special homing program will activate and bring them back to what's left of the lair."

"Brrr. Sorry about what happened Panthro." Snarf started to say. "It is like they knew where to strike to deal us the most damage."

"It's alright Snarf." Panthro started to reply. "It's a good thing that Tygra and I didn't include the plans inside the main computer."

"Otherwise you and our friends here wouldn't be around to tell us what happened." Lion-O added.

"And are we glad for that Thundercat." The Wolo stated.

"Yes, I'm just glad that everyone is safe" The Bulkin added.

"You and me both, now Panthro." Lion-O started to say while shifting his attention back towards the dark blue Thundercat. "How long will it take for them to get back here?"

"All depends on how rough the terrain is. But since most of the vehicles are flying only a few moments as for the tank, that will take longer."

"Then you better get the signal out and get those vehicles back so that we can work on a plan to save everyone." Lion-O stated in his most honest and leadership tone.

"You got it." Panthro replied as he started to push each button on the screen.


As Panthro started to push the retrieval buttons on the Feliner's control panel, the Thundertank, Thunderstrike, Hover Cat and the Thunderclaw as well as the space boards started to power up from their locations and started to head back towards the lair.

"That should do it." Panthro stated while feeling proud about the invention that he and Tygra installed. "Now all we have to do is wait."

"Brrr. What about our friends? Won't they get hurt as the vehicles start to come back without anyone driving them?" Snarf asked with a worried tone in his voice.

"Not to worry Uncle Snarf." Snarfer started to say." I helped Tygra and Panthro program the recall function to avoid anyone in their path or any changes to the terrain. Yup, you betcha yes sir." He added.

"Now I'm really worried." Snarf replied.

After Snarf's response everyone started to laugh a little as two animals with strange cargo started to approach the lair.

"LION-O!" Panthro yelled as everyone started to realize what was happening.

"I see Panthro." Lion-O replied as everyone started to exit the Feliner.


As everyone started to exit the Feliner's cockpit, the animals with their cargo on their backs started to reveal themselves as two of the Unicorn keeper's Unicorns. As the Unicorns continued to approach the Lair, everyone started to see that the cargo was both Lynx-O and Ma-Ti. As the Unicorns allowed them both to disembark from their backs, Ma-Ti saw the destruction that was done to the Thundercats home as the others started to approach them.

"Oh my god." Ma-Ti stated while Lynx-O was getting off of the Unicorn.

"What is it Ma-Ti?" Lynx-O asked with concern for his friend.

"Lynx-O, your home, it has been destroyed." Ma-Ti replied in a very saddened tone.

"I sensed something was wrong when I heard it in your voice my friend." Lynx-O replied as the others started to arrive.

"Lynx-O, Ma-Ti, thank Jaga you are both safe." Lion-O stated while Linka was giving Ma-Ti and Lynx-O a big hug.

"We were all so worried about you both." Linka added as she started to let go of the two of them.

"I was also worried about you." Ma-Ti started to say when he noticed that Gi and Wheeler weren't with them. "Linka, what happened? Where's Wheeler and Gi?" Ma-Ti asked with much concern.

"It is hard to explain what happened." Linka started to say. "I wouldn't know where to start."

"May I?" Ma-Ti asked while showing his ring.

"Of course." Linka replied

After hearing Linka's reply, Ma-Ti closed his eyes and called upon his ring's power. "HEART." Ma-Ti stated as yellow energy waves started to enter Linka's mind.


As the energy waves from Ma-Ti's ring started to penetrate her mind, Linka's memories about what happened to them on New Thundera started to appear. After a few moments, Linka started to show tears in her eyes as Ma-Ti's ring started to exit her mind, After a few moments more the South America Planeteer started to speak.

"Oh Linka, I had no idea." Ma-Ti replied after seeing the images in her head.

"It's OK Ma-Ti." Linka started to say while wiping the tears from her face. "Right now, we need to focus on the others.

"She's right Ma-Ti." Lion-O started to say in a stern tone. "Lynx-O what happened to you both and where are the others?"

"I'm afraid that they are all still being held under Mumm-Ra's power Lion-O." Lynx-O replied.

"What? There's no way that could happen." Panthro replied as Gaia started to come towards them.

"I'm afraid that is not true Panthro." Gaia started to say in her most honest tone. "While I haven't regained most of my powers back, I can still sometimes sense our friends minds."

"I'm afraid that Gaia is correct Panthro." Lynx-O started to say. "That mummy has found some way to turn all of the Thundercats and your friend Kwami against us."

"How?" Linka asked with wonder and concern.

"Mumm-Ra was showing us all our deepest fears and amplifying the anger we felt while watching inside our minds." Ma-Ti stated while trying to maintain his calmness.

"How come the two of you weren't affected and what about Cheetara?" Lion-O asked with concern.

"My ring was acting as some sort of shield to the darkness, like it did when Zarm tried to give us those iron fists."

"As for me, my blindness allowed my other senses to protect my mind and body from any attacks." Lynx-O added.

"Then we have a problem. I can't fight our friends." Lion-O stated while looking at the sword in his claw shield attached to his right leg.

"Why can't you fight them? They are coming to destroy us. Can't you try to stop them without hurting them?" Ma-Ti asked while wondering what Lion-O meant by his answer.

"It is against our code to strike another Thundercat." Panthro replied in his most honest tone.

"I made that mistake once and it nearly costed me my life." Lion-O added.

"What do you mean?" Linka asked with wonder.

"When Snarf and I were escorting a frightened Wolo back to his village, he was telling us of an assassin thief that would strike without no mercy. When the time came I tried to use my sword to block the attack, but then it was too late. The person that attacked us was Tygra, and he thought that myself and Snarf were going to rob the Bulkin."

"Brrr but in the confusion the Sword was broken into two pieces and all of the powers were lost forever." Snarf added.

"How did you get them back?" Ma-Tiu asked while listening to the story.

"I had to climb into a very hot volcano to find a meteorite that fell down into its core. It was called starfire, cause it was the only thing hot enough to re-forge the sword."

"Brrr, but no one could survive the intense heat from the volcano." Snarf added.

"How did you?" Linka started to say until she was cut off mid sentence.

"I can answer that." Panthro started to say. "The Berbils knew of a being made of pure flame called the Inflamer. This creature could survive extreme temperatures and re-forge the sword. But we had a small problem once we had found him."

"Problem, what problem?" Ma-Ti asked.

"When we found the Inflamer, he was cold and weak. He used up all of his power to stop Mumm-Ra and the Mutants from helping us when the time arrived.

"But then how was he able to help you?"

"I'll answer that." Lion-O stated as Panthro gave him a worried look.

"Lion-O, you sure you can continue the tale?" Panthro asked knowing that continuing the story would start to affect him.

"I'll be fine Pannthro. Cheetara was able to help to restore the Inflamer's power by dipping him in pure melted gold."

"Gold?" Both Ma-Ti and Linka stated at the same time.

"When a piece from our home planet arrived it started to soak up the elements that made the gold. We were able to extract the Thundrillium from the rock but we also got the gold as well."

"I took the gold to the Bottomless Abyss to dispose of it cause I thought it was junk." Panthro started to add. "Then we found out the Cheetara kept some of it for herself. That allowed us to help get the sword back together and save Lion-O's life."

"At that point, I knew that I had strong feelings for Cheetara, but I was afraid to act on them. I am still learning to be a leader and how to be in love at the same time." Lion-O stated while Panthro placed his right hand on Lion-O's left shoulder.

"We'll save her and get everyone back to normal." Panthro stated as the sound and shadows of something was heading towards the Lair.


As the noises started to get louder, the shadows in the distance started to reveal themselves. As everyone watched, the Thundertank, Hover Cat, Thunderclaw both Space Boards and the Thunderstrike started to arrive at the Lair. A few moments afterwards they all started to power down their engines at the foot of the destroyed home of the Thundercats.

"That program really worked." Snarf stated while watching everything.

"Of course it worked. I did tell you that I helped program it into our vehicles. Yep, you bet,yes sir." Snarfer stated.

"All right you two, now that we have the vehicles back, we can work on a plan to save everyone else." Lion-O started to say until the Sword's warning light and growl started to emerge.

"Lion-O, the sword." Panthro stated.

As Lion-O was reaching to grab the sword out of the Clawshield, a blue beam of energy started to strike the lord's right hand.

"Lion-O! Are you alright!?" Panthro asked after seeing the energy beam strike the lord's right hand.

"I'm fine Panthro, but where did that energy beam come from."

"IT CAME FROM ME LION-O!" A voice yelled from the distance.


As everyone started to turn around, they all started to see all of the Thundercats that was captured by Mumm-Ra. A moment later Lion-O noticed smoke coming from Bengali's hammer weapon.

"Bengali, why did you attack me? We are friends." Lion-O stated as the group started to get closer.

"You are no longer our leader you child. Our new master is the rightful ruler of this planet and our master." Bengali stated while posed to attack.

"That's right, we are here to destroy all of you and your allies." Wilykit added.

"You will either submit or die by our hands." Tygra added.

"Kwami, please snap out of it. You are a Planeteer. Our mission is to save everyone." Linka stated while trying to reach her Planeteer friend.

"I'm done with that. For now on I serve my master Mumm-Ra." Kwami answered back as he started to aim his ring at Lion-O and the others.

"Bosh-ya moi, this can't be happening."

"We need Captain Planet, but without Kwami, Gi and Wheeler it is not possible." Ma-Ti stated as the group started to get closer.

"Wait my friends, there is a way for you to summon your friend." Lynx-O stated while both Ma-Ti and Linka looked confused.

"Lynx-O, what do you mean that there is a way." Gaia asked but with concern for everyone.

"Lion-O, activate the Eye of Thundera, and have Linka and Ma-Ti aim their ring energies towards it."

"But what good would that do, even if it did work, then Cap would only have the powers of wind and heart at his disposal." Ma-Ti replied.

"The eye was used to re-energize your rings for a short time, in that moment a small piece of the eye's energy might be left in your ring. If you combine you ring's energy with the Eye of Thundera then your friend might emerge more powerful than before."

"It's worth a try." Lion-O stated as he started to grab the sword once again.

"Oh no you don't" Tygra stated while getting to use his Bolo Wip."

"Not this time. WIND!" Linka shouted.


As Soon as Linka stated her command, her ring let loose a small twister that forced everyone back in order to give Lion-O the time he needed."

"Thanks Linka." Lion-O replied as he grabbed the sword and released it from the Clawshield. "THUNDER… THUNDER… THUNDER… THUNDERCATS….HO!" Lion-O shouted.

As the sword started it's transformation from dagger to full long sword, the eye inside also changed from the Cat's eye symbol into the symbol of the Thundercats. A moment later the Eye of Thundera appeared in the sky with its roar.

"Now my friends, activate your rings and combine your powers with the sword's" Lynx-O stated.

"I don't know if I can do this." Linka started to say. "Kwami usually started this sequence."

"It's alright Linka. I believe that you can." Ma-Ti replied.

"All right then… Let our powers combine. 'WIND!" Linka shouted as a white energy beam shot from her ring and into the Eye of Thundera.

"HEART" Ma-Ti shouted as a orange energy beam started to shoot from his ring and into the Eye of Thundera as well.


As the two energy beams started to interact with the Eye of Thundera, a new transformation started to take place above the sky. As everyone started to watch in awe, the red beam from the sword started to disappear as the symbol of the Thundercats started to transform back into the Cat's eye symbol. After a moment the red circle around the eye started to shrink until it started to impact the eye, afterwards a bigger transformation started to occur. As everyone continued to watch the Cat's Eye symbol was starting to transform form the Eye into a new form. As the transformation reached it's conclusion, the eye was gone and a figure stood floating in mid air. As everyone looked on the figure was Captain Planet but this time his symbol of the Earth was changed. The symbol had transformed to the Thundercat's logo as well at the Earth being right next to it. After a moment Captain Planet spoke.

"BY YOUR POWERS COMBINED…. I AM CAPTAIN PLANET!" Captain Planet yelled into the sky.

"GO PLANET!" Both Linka and Ma-Ti yelled back.

"Great to see you both again." Captain Planet stated as he started to hover above both Planeteers and the Thundercats.

"We didn't think that we could summon you with only our two powers cap." Ma-Ti stated upon seeing Captain in his clear bluish skin, green hair and red shoulder pads, chest and boots.

"Lynx-O was correct in his suggestion." Captain Planet started to say. "By combining your power with the Thundercat's Eye, my powers are back and stronger than ever." He added as he started to see what was happening. "Now if you will excuse me" He started to say as he started to see his friends coming to attack. "I have to subdue everyone without hurting them." He added as he started to fly off.


As Captain Planet was heading towards the group advancing, Kwami and the others were in a bit of shock as they all saw who was coming after them.

"I can't believe this. That should not be possible." Kwami stated as Captain started to fly closer.

"Worry about what is and what isn't later." Bengali started to say while everyone was getting their weapons for battle. "Everyone, attack Captain Planet." He added as the all started to use their weapons against Cap.

As all of the Thundercats started to attack Captain Planet with their weapons, Lion-O and the other Thundercats plus their friends started to watch as the battle begun.

"Brrr. I hope that your Captain Planet can stop our friends without hurting them." Snarf stated as the battle started to rage on.

"Don't worry Snarf. Cap knows what he is doing." Ma-Ti replied with a smile and a honest tone.

"I just wish that Wheeler and Gi were here to help us." Linka stated with sadness in her own tone.

"Don't worry Linka. I know Wheeler and there is no way he would want to miss out on this kind of action."

"I know that Ma-Ti, but if you saw what I did back on New Thundera, you would probably change you thoughts about him."

"What do you mean?"

"After what happened to him, he looked different."

"Different… How so?"

"Like a piece of him is missing. I'm not sure if that means anything."

"Linka, remember Wheeler was under Mumm-Ra's power. Who knows what happened to him in that time. One thing is certain, he loves you very much."

"Maybe, but after what I did to him and what Gi did to save him, it is almost that his love for me was destroyed. I just don't know how else to explain it."

"Linka, I will try to talk to him when they get back if that will help." Ma-Ti stated while seeing how upset Linka was getting.

"Thank you Ma-Ti."

"No sweat. Now we should make sure that our friends are alright." Ma-Ti stated as the battle was nearly over.


As Lion-O and the others continued to watch, Captain Planet was trying to avoid being struck by the Thundercats weapons. As Captain Planet continued to evade the blasts he realized that he had to find a way to subdue everyone without hurting them.

"All right everyone, you need a time out." Captain Planet stated as they all stopped using their weapons for a moment.

"A time out?" Pumyra started to say. You're the only one who will nee a time out." She added as she started to use her slingshot type fabric weapon to launch smoke pellet bombs towards CP. "This should take care of you." She added as her pellets started to approach Captain Planet.

"Sorry Pumyra, these pellets aren't my style." Captain Planet replied as he started to create a whirlwind to re-direct the pellets back. "But here, see for yourself." He added as the pellets started to change course right back towards Pumyra.

As the pellets started to head back towards Pumyra, they all started to explode releasing a cloud of smoke that completely envelopes Pumyra. After a moment the female Thundercat started to cough before passing out.

"Now that is what I call smoked out." Captain Planet stated as the others weren't laughing.

"You'll pay for that Planet." Kwami stated as he started to look at his allies in evil. "Look everyone, we have to work together to get passed him if we want to complete our mission for our master." He added as the others started to look at him with anger.

"Who put you in charge?" Wilykit asked in a angered tone.

"Yea you're not the boss of me." Wilykat added.

"Do you know anyone else who knows how to defeat Captain Planet?" Kwami asked while everyone started to have blank looks on their faces. "I thought not. Everyone we have to work together to stop him." Kwami started to say while thinking of a perfect way to stop his former friend. "Tygra, you and the kittens try and use your ropes to tie him up. Bengali, you and I will stop him when he hit's the ground."

"Sounds like a plan, lets do it." Tygra replied as everyone started to focus their attacks on Captain Planet.

As all of the Thundercats started to concentrate their attacks, Captain was able to dodge every last attack while at the same time trying to figure out a way to stop his friends without hurting them.

"Sis, let's tie him up for a while." Wilykat stated while getting out his lasso rope.

"Good idea." Wilykit replied as she started to do the same.

"Good thinking kittens." Tygra added as he started to get his Bolo Whip ready as well.

"Just remember, after we stop this guy it's all out war against the others." Wilykit stated.

"Don't worry about that. I already know who I will be focusing my attention on." Tygra stated while giving Panthro an evil look from afar.

"Then let's focus on Captain Planet for now. Bengali, we will need your help taking him down." Tygra stated to the light blue tiger Thundercat.

"Right. My hammer is ready to strike." Bengali replied.

"As am I. You get him into position and my ring will handle the rest." Kwami added as he was ready to strike as well.

"All right, everyone attack!" Tygra shouted as all of them started to launch an attack on Captain Planet.

"Take this Captain Planet!" Bengali shouted as he started to fire laser beams from his hammer at Captain Planet.

"Ha ha ha. That tickles." Captain Planet replied as the blue laser beams started to bounce off his reflective skin.

"Wilykit, Wilykat, now." Tygra stated as he started to fling his Bolo whip at Captain Planet.

"Let's do it sis." Wilykat added as all three of them started to use their rope weapons.

As Captain Planet watched, Tygra's Bolo whip started to wrap around his legs, while at the same time , both Thunder Kittens lasso ropes started to wrap around his shiny body.

"These won't hold me for long." Captain Planet stated as he started to feel a bit weaker. "What is happening to me?"

"I'll tell you what is happening." Tygra started to say with a grnl of evil on his face. "Our master infused our weapons with a negative charge before setting us out to destroy you and the others. One touch is all it needs to start sapping out your power."

"Thanks for the info Tygra. That is just what I needed to hear." Captain Planet replied as everyone started to get a confused look on their faces.

"What are you blabbing about?" Bengali started to say. "We have you and you are getting weaker by the minute."

"That maybe true, but thanks to the Eye of Thundera added to my own powers I have a new trick." Captain Planet replied as something started to happen to his body.


As everyone started to watch, Captain Planet's body started to transform into a brand new form. Within moments the body of the Champion of Earth started to change for a solid form to pure energy. As he finished his transformation, the ropes that held onto him started to fall off. As the ropes were starting to fall down, Captain Planet then started to reform himself back from energy into his solid form.

"Now that is a cool trick." Captain Planet stated as he started to grab the ropes. "Now it's time to wrap things up here." He added as he started to fly down to the others while holding onto the ropes as well as the end of the Bolo Whip.

"Not so fast Planet." Kwami stated as he started to aim his ring at his former ally. "EARTH!" He shouted as green energy beams started to emit from his ring and hit the ground along Captain Planet's path.


As Kwami's green energy waves started to impact the ground, spikes of dirt and earth started to emerge as if there were projectiles hitting a target. As the projectiles continued to emerge from the ground, they all started to launch into the air in order to hit their target Captain Planet.

As Planet saw what was happening, he started to dodge the earth type projectiles not realizing that he was being drawn into a trap. As Captain Planet finished dodging, he started to land on the solid ground right in front of his friends turned enemies by Mumm-Ra's evil spell.

"All right everyone, now let's not do anything that we are going to regret later." Captain Planet stated as he started to hear a familiar voice.

"Now Bengali!" Kwami shouted as a blue energy beam started to impact Captain from the rear.

Before Captain Planet could react, Bengali's energy beam impacted his back causing him to loose his balance for a moment.

"EARTH!" Kwami shouted as green energy waves came out from his ring and started to impact the ground underneath Captain Planet. "Now the trap is sprung and you are done." He added as Captain Planet started to sink into the ground below.

As Kwami and the others watched in amazement, they all started to see Captain Planet sink into the ground thanks to the hole Kwami's ring made. A moment later the entire hole started to fill up with earth and dirt leaving Planet buried alive.

"That should be the end of Captain Planet." Kwami stated as they all started to shift their attention to their former friends by the Cat's Lair.

"Now let's take care of them for our master." Tygra added.


After Tygra's statement, the earth underneath the Thundercats and the Planeteer started to rumble. It was like something was trying to escape from deep within the planet. A moment later, an explosion of earth and dirt started to reveal what was buried beneath.

"Guys, I think we have a problem." Wilykit stated as they all started to see who and what came out from the ground.

As they all watched, the pile of earth and dirt that emerged from underneath the ground started to transform. After a moment they all started to see a figure of a man covered in dirt all over his body. After a moment more his body started to change back into bluish crystal from with red shoulder pads red boots and green hair on his head. Captain Planet was able to escape and seems more powerful than before.

"That's impossible. You shouldn't have been to escape our trap." Kwami stated as he saw who had escaped.

"Kwami, you should know that I can get my power from all of nature's elements." Captain Planet stated as the last of the dirt came off his body.

"You should have warned us about that you fool." Tygra stated.

"That way we would come up with another plan to stop him." Bengali added.

"I hate to break up this little meeting of the minds, but-" Captain Planet started to say as he started to grab the rope weapons of Tygra and the Thunderkittens. "time to wrap things up." He added as CP started to go to work.


With fast reflexes and quick timing, Captain Planet was able to create a small whirlwind to capture everyone effected by Mumm-Ra's evil magic, and lay them flat against a very big and tall tree. After making sure that they couldn't move, Captain Planet then started to take the ropes and circle around the tree in record time. By the time her was done, Kwami, Tygra, Bengali, the now awake Pumyra, and The Thunder Kittens were securely tied to the tree. After a moment the others from the Lair started to join them.

"Are you alright Captain Planet?" Ma-Ti asked with much concern for his friend.

"I feel better than I have ever been Ma-Ti." Captain Planet replied.

"I didn't know if what Lynx-O suggested would work. I was worried." Linka added with a saddened tone in her voice.

"It's alright Linka. The point is that it did work and now we can work on helping our friends."

"First we have to know if whatever Mumm-Ra did to them can be reversed." Lion-O stated while looking for Cheetara. "Where's Cheetara?"

"You want your woman, Mumm-Ra has her and he has special plans for her." Tygra stated with a evil grin on his face.

"Tygra, all of you we will undo what Mumm-Ra has done and bring you all back to your senses."

"Forget it Thundercat." Wilykit stated.

"Yea, we are no longer working for you." Wilykat added.

"Why should we work for a boy who looks like a man. What a joke." Pumyra added.

"Listen to me. You all don't know what you are saying. This is Mumm-Ra's magic talking." Lion-O stated while trying to reach everyone.

"Be quiet Thundercat." Pumyra started to say. "You cannot turn us to your side again. We serve a new master now."

"Kwami, please you are a Planeteer. Why would you want to destroy what you love so dear?" Linka stated while trying to help Lion-O.

"What I love!? What I love is gone. Destroyed, burned by fire and poachers." Kwami replied in anger.

"Kwami, what are you talking about?" Linka started to say. "Your home is safe and everything is fine."

"YOU LIE! I'VE SEEN THE PROOF WITH MY OWN EYES! EVERYTHING IS DESTROYED!" Kwami yelled back.

"Lion-O, what is wrong with Kwami? Why did he say that?"

"I'm not sure Linka, but I am going to find out." Lion-O stated while shifting his attention towards Tygra and the others. "Tygra, why are you and the rest of our friends trying to destroy us?"

"Don't pretend like you don't know. Our home is destroyed everyone we know and loved killed." Tygra replied while trying to keep his anger in check.

"Tygra, our home is safe. Most of our people have returned. Everyone there-"

"DON'T YOU DARE TELL MAKE UP STORIES TO SHIELD YOU FROM THE TRUTH! OUR HOME WAS DESTROYED AND OUR PEOPLE KILLED! EVERYONE WE KNOW IS DEAD AND IT IS ALL YOUR FAULT!"

"Tygra you don't know what you are talking about. Lion-O saved our home from being destroyed by Mumm-Ra. Everyone is safe, you have to remember." Panthro stated while trying to talk some sense into Tygra's situation.

"STOP SPATTING OUT LIES PANTHRO! OUR HOME IS GONE AND OUR PEOPLE LOST FOREVER!"

"Tygra, you and the others have to snap out of whatever has you acting this way." Lion-O stated while starting to feel uneasy.

"Why should we listen to you. You never wanted to be leader." Wilykit stated while still feeling angry.

"We all would have been better off if you died instead of Jaga." Wilykat added.


After hearing what the Thunderkittens said, Lion-O started to feel sadness inside his heart. He would never believe that anyone would say those words to him. After a moment he started to come back to reality.

"Lion-O you alright?" Lynx-O asked while feeling what was happening inside Lion-O. "You shouldn't let them get to you. Remember this is all thanks to Mumm-Ra's evil magic."

"Thank you Lynx-O. I need to hear that." Lion-O replied as he started to feel much better. "There must be some way to help them see the truth."

"I have an idea about that Lion-O." Ma-Ti stated while starting to come up with a plan. "Cap you can still use our powers right?"

"That's right Ma-Ti." Captain Planet stated while still fully energized.

"Can you use your heart power and go into their minds to see why there are acting like this?"

"I could try but it could be very dangerous for myself and the others."

"What do you mean?" Panthro asked with some concern,

"Going into a person's mind is one thing, but once there anything can happen. I could be attacked or I could damage their memories or maybe even erase them."

"Captain Planet, I know that you are worried about hurting your friends, but remember Mumm-Ra already did. We just need you to try and figure out what happened and how to help them." Lion-O stated while trying to be honest.

"Captain Planet, you know that we all trust you." Linka stated to help the others.

"All right. I'll see what I can do." Captain Planet replied as he started to concentrate.


As he started to close his eyes to focus his powers, the planet part of his chest symbol started to glow orange. Within moments, a beam of energy started to come out from his chest and started to surround all of his friends under Mumm-Ra's evil influence. As the energy beam finally surrounded everyone affected, Captain Planet started to use the energy beam to enter their minds in order to see what has happened to his friends and why they have betrayed Lion-O and what they all stand for.

As Captain Planet entered the minds of the Thundercats he started to see all of the memories of each person. He started to see their home planet of Thundera before it was destroyed and how life there prospered. As he continued to observe he started to see the reason for the sudden switch of loyalty. As Captain Planet continued to watch, he started to see Thundera shaking apart as the people of the planet started to leave in their spaceships. As he continued to watch something strange started to happen to the memory. Instead of people leaving the planet, he saw that all of the ships except for only two or three were destroyed. If that wasn't bad he then started to see Lion-O as an adult killing every last Thundercat who tried to board their ship. After all of that was done, Captain Planet started to see the planet Thundera explode into thousand of pieces. Then after it was gone, the memory seemed to replay itself again with the same ending, After a moment Captain Planet left the Thundercats to tell the others what he had discovered.

"Captain Planet, are you alright?" Ma-Ti asked while seeing how exhausted CP was from going inside the Thundercats minds.

"Just give me a moment to get my strength back." Captain Planet replied.

"Did you figure our what happened to our fellow Thundercats?" Lion-O asked with much concern for Captain Planet and his fellow Thundercats.

"Yes." Captain Planet started to say. "It looks like Mumm-Ra altered their memories to make them see that only a hand full of people escaped from your home. Also he started to show them an older version of yourself killing anyone who wanted to travel off world on your ship."

"I would never do anything like that. When we all left our home, I was only as young as the Thunderkittens."

"Yes but this is Mumm-Ra's evil magic. After the planet exploded the memory started to replay again and again. Always with the same result."

"Isn't there something you can do to help them?" Panthro asked with concern as well.

"There might be a way, but I would need both of your help and you as well Linka and Ma-Ti."

"Our help"? Both Ma-Ti and Linka stated at the same time.

"Yes. I need to take you all with me into their minds to show everyone the truth. But this could be very dangerous for everyone. If anything happens to you in there, then you might not be able to return into your bodies."

"I'm in." Lion-O replied.

"Same here." Panthro added.

"Don't forget about us." Linka added.

"We would do anything for our friends." Ma-Ti added.

"Sorry Ma-Ti, this time I can't take you with me, but you can be the bridge between everyone." Captain Planet stated.

"A bridge?" Panthro asked with wonder.

"Yes. While I have Ma-Ti's heart power with me I would still need his help by taking some of his strength to help my connection for everyone. But if the connection between myself and Ma-Ti starts to waver than everyone could die."

"I'm willing to take that risk. I know that Gi and Wheeler would do the same without hesitation." Ma-Ti stated while seeing a small smile on Linka's face.

"Linka?" Lion-O started to say while seeing the smile on Linka's face. "You still care about him don't you."

"Da. With all of my heart." Linka replied in her most honest tone.

"OK Captain Planet, tell us what to do." Ma-Ti stated as everyone was ready for their instructions.

"Ma-Ti, I need you to stand in between both us and them for this to work." Captain Planet stated.

"All right." Ma-Ti stated as he started to walk in between both the Thundercats and the other Thundercats under Mumm-Ra's control and his friends.

"Now sit down on the ground and start to close your eyes and focus. Focus on your friends and help them to focus on the truth that has been hidden from them.

"Got it Planet." Ma-Ti replied as he started to do exactly what Captain Planet instructed.

"The rest of us needs to hold hands together so that my power can flow through all of you."

"Right." Everyone replied as they all started to grab each other's hands.

"Now comes the hard part. Everyone ready, here we go." Captain Planet stated as he started to close his eyes and focus on his powers once again.


As he started to focus on his power once again, the chest symbol started to glow. Within moments the orange energy started to emerge from his symbol and then started to envelope himself. After a few moments the orange energy started to envelope the other Thundercats and Planeteers. As soon as everyone was surrounded by the energy, it then started to envelope Ma-Ti before heading towards the targeted Thundercatrs and Planeteer.

As the energy finally covered the Heart Planeteer, a small beam started to emerge from the Planeteer towards the others tied to the tree. As the beam started to strike the others, Lion-O, Panthro, and Linka started to feel themselves entering the minds of their friends with Captain Planet leading the way. After a moment everyone was silent as Ma-Ti started to concentrate very hard to keep the connection strong.

"Will they be alright?" Snarfer asked while starting to feel worried for some reason.

"Brrr. I don't know nephew. Nothing like this has ever happened to us before." Snarf answered back also feeling worried.

"You must have faith in your friends and in my Planeteers. They will never let anyone down." Gaia stated as she went down to her knees to comfort both Snarf and Snarfer.

"Thanks Gaia. I really needed to hear that. Snarfer, Snarfer." Snarfer replied with a smile on his furry face.

"Gaia, thank you for helping us in our time of need." Snarf added.

"Snarf, Snarfer, no need to thank me, I should be the one to thank you for looking out for my Planeteers when they arrived here." Gaia replied.

"Brrr. It is the Thundercats job to give help to anyone who needs it, but I have to say that when your Planeteers came here, things got very interesting." Snarf stated back with a smile on his furry face.

"Yup, things haven't been boring. Yes sir you bet." Snarfer added.

"Maybe but I wouldn't mind some peace and quiet for a while."

"Gee Uncle Snarf, I didn't know you felt like that."

"Don't get me wrong nephew. I know that having the Planeteers here is giving us some excitement again, but I still would like things to get back to normal."

"I know what you mean Snarf." Gaia started to say. "I need to get my Planeteers back home so that they can save their homes from destruction. I-" Gaia started to say when she started to feel something strange happen to Ma-Ti.

"What is it Gaia?" Snarf asked while looking ata concern look on Gaia's face.

"Something is wrong." Gaia replied as she and the others started to see Ma-Ti swaying back and fourth.

"Ma-Ti? Are you alright?" Snarfer asked while feeling concerned.

"Something is happening and I am feeling the stress and exhaustion. I am trying to maintain my focus but it is hard." The Heart Planeteer replied while string to stay focused.

"You must stay focused my friend." Lynx-O started to say in his most calm and honest tone. "The others are counting on you."

"Ma-Ti, you have to be strong." Gaia started to say in her most caring and motherly tone. "The others need you now more than ever."

"Brrr. We all know that you can do this Ma-Ti." Snarf added as some sweat started to appear from his head.

"Ma-Ti you have to stay calm and overcome whatever is happening." Snarfer added.

"I'm trying, but it is so hard and I am feeling weaker by the moment." Ma-Ti replied as he started to loose his train of thought. "What was I talking about?"

"Ma-Ti, let us help you stay focused." Gaia stated as she gestured to both Snarf and Snarfer to join her at Ma-Ti's side. "Snarfer, Snarfer, please help me by holding onto Ma-Ti's hands."

"Ok." Snarf replied.

"Sure thing." Snarfer added.

"Now everyone start to concentrate and focus your thoughts on Ma-Ti." Gaia stated as they all started to focus on Ma-Ti.

"I think that it is working. I'm starting to feel stronger, and whatever is happening is getting weaker." Ma-Ti stated as the other Thundercats started to regain their composure.


As the energy beam started to surround Captain Planet, Lion-O, Panthro and Linka, they all started to feel their minds being drawn away from their bodies and into the mind of Ma-Ti. After a moment the energy beam started to impact all of the Thundercats and Kwami who were turned against their friends. After a moment more the group of four have penetrated the evil Thundercats minds to see what was causing them all to act against their friends.

As the group successfully entered their targat's minds they all started to see what looks like two planets. One of the planets was Earth but the other planet was unfamiliar to Linka but not to the other Thundercats.

"Lion-O, what is that planet next to Earth?" Linka asked as they all continued to get closer to the planets.

"That Linka is Thundera, before it's destrruction." Lion-O replied as the planet of Thundera was getting more in focus every minute.

"Lion-O everyone, we must choose where to go first,either Thundera or Earth." Captain Planet stated while guiding everyone.

"I say we should head towards Earth first. We must help Kwami and then he can help us save the others." Linka replied with determination in her tone.

"I agree with Linka Lion-O. We should help Kwami first and then we can work on saying our people next." Panthro added.

"Agreed. Captain Planet take us to Earth." Lion-O replied as Captain Planet nodded his head.


Within moments upon hearing the request made by Lion-O and the others, Captain Planet started to take them from Thundera towards Earth to try and help their friend break free from Mumm-Ra's influence. As they approached Earth, Linka and Captain Planet noticed that something was not right about their home planet.

"No this can't be right." Linka stated as they were all approaching the continent of Africa.

"What is it Linka?" Lion-O asked with wonder and concern in his tone.

"All of it. Kwami's homeland, his friends and his tribe…. All destroyed." Linka replied as they all started to see the devastation surrounding them.

"By Jaga, what happened here?" Panthro stated as the memory started to replay itself one again.

"Here we go and you are about to find out the answer to your question Panthro." Captain Planet replied as they all started to stand next to the hero of Earth to watch what happened.


As the memory started to replay, everyone started to see Africa completely transformed and flourishing. There were many trees and animals roaming around, and villages with lots of people scattered throughout the continent. As the memory started top play out, they all saw Kwami standing outside his village while bulldozers and tree cutters started to destroy the land around him. After a moment they all started to hear Kwami yell at them.

"YOU MUST STOP THIS DESTRUCTION! MY VILLAGE AND THESE PEOPLE WON'T SURVIVE IF YOU KEEP DOING THIS!" Kwami yelled as the workers continued their work.

"SORRY KID, BUT WE HAVE OUR ORDERS!" One of the workers shouted back.

"I'm sorry about this too." Kwami stated before using his ring. "EARTH!" He shouted as green energy beams started to effect the ground underneath the machines.

As the green energy waves started to affect the ground, sinkholes started to emerge underneath the large machines causing them all to fall inside. As the machines fell into the holes, Kwami started to concentrate in order to contact the others.

"Ma-Ti can you hear me? My homeland is being destroyed. I need the other Planeteer's help." Kwami thought.

After a moment of silence, Kwami started to receive a message from Ma-Ti.

"Sorry Kwami, everyone is busy right now. There is nothing we can do to help you." Ma-Ti thought back.

"Ma-Ti, without the other Planeteers my homeland will be destroyed."

"Then let your homeland burn. There is nothing we can do."

"Ma-Ti, don't do this. You are betraying everything the Planeteers stand for."

"No Kwami, we are just betraying you. Gaia has told us to drop you and make Wheeler our new leader. In other words, we don't need you anymore."

"MA-TI, you and the others will pay for this I swear!"


As the others continued to watch, they saw all of the Bulldozers and armed men kill off everything that stood and left Kwami alive to suffer. After a moment everyone started to speak as the memory started again.

"We have to stop this memory from showing again." Linka started to say with determination in her tone. "The Planeteers would never do this to anyone."

"I agree with you Linka, but remember this is Mumm-Ra's magic we are dealing with." Panthro started to say. "He can do anything or make anyone see what he wants them to see."

"We have to snap Kwami out of it and show him the truth."

"We will Llinka but remember we have to be careful. Once we start to interfere with the memory, then we are going to cause Ma-Ti some strain. We must move and proceed carefully." Captain Planet replied as the memory started to show Kwami again trying to contact his friends again.

"Alright, here we go." Lion-O stated as they all started to alter the memory.

"Kwami, we are right here." Linka stated while snappoing Kwami out of his trance.

"Linka!" Kwami shouted as he started to see some new faces in front of him. "Linka, who are there people?" He added in confusion.

"We are friends of yours and Linka." Lion-O started to say. "We are here to help you save your home."

"How are you gonna help me save my home. Everything is being destroyed!" Kwami shouted.

"Relax Kwami and listen to us carefully." Panthro started to say in his most calm tone. "What you are seeing now is all fake. None of this actually happened, everyone is alive and safe."

"YOU'RE LYING!" Kwami shouted as his anger started to boil.

"Kwami, listen to us. What you are seeing is a fake memory created by Mumm-Ra's evil magic." Lion-O started to say. "You have to reject what you see in order to see the truth."

"THE TRUTH?! THE TRUTH IS THAT MY FRIENDS AND FAMILY ARE BEING KILLED AND THE PLANETEERS AREN'T HELPING ME AT ALL!" Kwami shouted back in a much more angered tone.

"Kwami, please you have to listen to us. You and I are friends, as well as Wheeler, Gi Ma-Ti and Gaia. We are a family and no one in our family would lie to you. " Linka stated while hoping to trigger something inside Kwami's mind.

"If we are family, then why would you let this happen to my homeland? Why would you let them die?"

"Kwami, no one is dead and you have to resist what you are seeing in order to see the truth. You must focus and try not to see the fake memory."

"And how am I supposed to do that? This is a real memory."

"To you maybe but to us it is fake." Linka replied as a familiar face started to approach Kwami.

"Hello there Planeteer." Captain Planet stated while approaching Kwami.

"Cap. Boy is it good to see you. But you look a little different." Kwami stated while noticing Captain Planet's new look.

"Like it, the Thundercat's Eye of Thundera gave me some new powers and a sweet new style if I do say so myself."

"Cap, what is going on here? Why is Linka and the others saying that this memory is fake?"

"It is fake Planeteer. Here let me help you to see the truth." Captain Planet replied as he started to make his Cat/Planet crest glow.


Within moments, the glow of Captain Planet's crest started to surround Kwami with it's light and energy. As the energy continued to surround Kwami, the Earth Planeteer's memory of what happened to his homeland started to change again. He started to see the truth. He started to see the once destroyed fields come back to life with life and color and all of the animals that were killed were alive and thriving. After a moment he also started to see everyone in his Village alive as well. As the memory finally started to replay as it was supposed to do, something strange started to happen to Kwami. A black aura started to appear around the Planeteer and after a brief moment, it started to form into the insignia of Mumm-Ra. After Mumm-Ra's evil appeared it finally disappeared. A moment later Kwami started to talk.

"What… What is going on here?" Kwami asked as the memory around him started to disappear and leave a blank area.

"Kwami? Is that you? Are you back?" Linka asked while not knowing if what Captain Planet did worked.

"Linka? What happened to me? The last thing I remember was trying to save the Warrior Maidens from Mumm-Ra's forces with Nayda and Cheetara."

"I'm afraid you were captured by Mumm-Ra and then forced to attack us." Panthro stated while trying not hurt Kwami's feelings.

"Oh god." Kwami stated while starting to feel a wave of sadness. "Everyone I am so sorry about that. I didn't know."

"It is alright Kwami." Captain Planet started to say while feeling a little weak.

"Cap!" Kwami shouted while seeing his friend in pain. "Are you alright?"

"Not really. That little energy blast weakened my link to Ma-Ti in the real world." He stated while looking at Lion-O. "We better help the others before Ma-Ti and myself are too weak to do anything."

"Alright Captain Planet." Lion-O stated as they all started to join hands with Captain Planet. "Take us to Thundera CP."

"Hang on everyone, here we go." Captain Planet replied as he started to move them from Kwami's empty space where the fake memory was to the Thundercat's home in order to save everyone else.


As the group started to approach Thundera, both Panthro and Lion-O started to show a sense of nostalgia as they were approaching their home planet before the destruction. As they got closer to the planet, everyone started to see rivers of lava almost covering every inch of the planet.

"Lion-O, what is happening to Thundera?" Kwami asked while seeing the destruction and devastation happening.

"Our home planet is being destroyed from the inside out Kwami." Lion-O replied in his most honest and saddened tone.

"Destroyed? By what?" Linka asked with wonder.

"Years ago when Jaga was still the leader of the Thundercats, he battled a rouge mutant with a powerful two bladed sword. This sword was the Sword of Plunn-Darr. After a fierce battle, Jaga decided that destroying the sword was the only way to save everyone. So he decided to drop it into a lava channel that runs deep into our planet. What we didn't know back then is that the sword's power started a chain-reaction that resulted in the destruction of our home." Panthro replied in his most honest and saddened tone.

"I'm sorry. I didn't know that." Linka replied in her most saddened tone.

"Your home planet went through what we Planeteers are trying to prevent to our home." Kwami added.

"Yes, but I hate to admit this, we all owe Mumm-Ra a big thank you." Lion-O stated as everyone started to give Lion-O a bizarre and confused look.

"You want to thank Mumm-Ra? What are you talking about Lion-O?" Linka stated.

"I know what Lion-O means." Panthro stated as he began to explain Lion-O's answer. "Since Mumm-Ra wanted the sword, he knew that Thundera would have to be restored to it's former glory. So when Mumm-Ra did restore Thundera, he not only claimed the sword but also returned our home back to us."

"I guess I can see your point on that." Linka replied as they all started to approach the fake memory's space port.

"Lion-O what are we seeing here?" Kwami asked while watching the destruction of Thundera.

"We are watching one of our most painful memories. The destruction of our home." Lion-O replied as the memory started to play out.


As they all watched, Thunderians everywhere were trying to escape their doomed planet. As the memory continued they all saw all of the ships except the flag ship get destroyed by the quakes and fires coming out of the ground. Then they all started to see everyone try to board the flag ship of the Thundercats at once. A moment later they started to see an image on Lion-O as an adult wielding the Sword of Omens and killing anyone who tried to board the ship. After a moment the images of the other Thundercats appeared in the crowd only to see the disgust and hatred in their eyes. As the memory continued, the flag ship started to pull away but only with Lion-O at the controls.

"This is terrible." Lion-O started to say. "I would never do anything like that to any Thundercat."

"Lion-O, let's continue watching the memory." Panthro replied as they all saw something come down from the sky.

As they all continued to watch a gigantic spaceship started to approach their home planet near the edge of it's destruction. A moment later some sort of tractor beam started to scoop up a small amount of the Thunderians, including all of the Thundercats, plus Pumyra and Bengali. After that the ship took off before the planet exploded.

"That's not how it happened." Panthro stated while watching the horror.

"I know Panthro. This is what Mumm-Ra showed them." Lion-O replied.

"Then we have to snap them out of this right away.." Panthro stated as he started to shift his gaze to Captain Planet. "Do you think you have enough power to effect all of the Thundercats, without causing more strain for Ma-Ti?"

"I'm not sure. I'm starting to sence a strong feeling coming from Ma-Ti. It is like someone is helping him."

"That must be Gaia and the others." Linka replied with shock and happiness in her tone. "They must be trying to help Ma-Ti maintain contact for us."

"Well it is working but I don't know for how long. We have to save the Thundercats from Mumm-Rs's control right away." Captain Planet replied as the memory started to replay again.


As the memory started to replay itself again , everyone was waiting for the right time to try and alter the fake memory in order to show everyone what really happened and hopefully snap them out of Mumm-Ra's evil spell. As the memory started to show again, they all saw Jaga leading his Thunderians Nobles into the flagship. After a moment the memory started to alter.

"Now we must go now." Captain Planet stated as a fake Lion-O started to emerge in front of the flag ship.

"Let's go then." Lion-O replied as the Thundercats with Kwami and Linka started to approach the flaghship.


As the group started to approach the Flagship, the imposter Lion-O started to use his fake sword to start and kill Thunderians heading towards the ship. After seeing what was happening, Lion-O started to act.

"I've had enough of this fake memory." He started to say as he started to draw his sword from his Clawshield." Captain Planet, while we are inside the Thundercat's minds, will I be able to use the sword's power even though you are empowered by them?" He asked before making his next move.

"Here inside the mind, anything is possible as long as you believe in it very strongly." Captain Planet replied as Linka started to remember something as well.

"Captain Planet is correct Lion-O." Linka started to say while trying to remember her own experience from before. "When Wheeler and myself were in the spirit world, we both started to concentrate hard to make our powers work there, as well as to create Captain Planet as well. As long as you can concentrate on what you want to do and don't waver, you should be alright."

"Thanks Linka." Lion-O replied as he started to see a smile on Linka's face.

"Any time. I just hope this works. We need to save Cheetara and try to find out what is happening back on New Thundera. I am really worried about Gi and Wheeler. I really think his experiences under Mumm-Ra's control did more harm than we thought."

"Given what happened to me, I am in full agreement Linka." Kwami started to say. "But let's focus on the here and now." He added as they were getting into position in front of the fake Lion-O.


As they all approached the flagship of the Thundercats, the fake Lion-O was still killing Thunderians left and right. A few moments later the fake lord was about to use his sword on Tygra and the rest of the Thunderians.

"I told you all, you shall not pass." The fake Lion-O stated.

"THAT'S FAR ENOUGH YOU FAKE!" A voice shouted from behind Tygra and the other Thunderians.

As Tygra and the rest of the Thundarians looked at who spoke, everyone was a little confused. They all started to see another image of Lion-O, but this time with Panthro and three new faces that they never saw before. After a moment the fake Lord of the /Thundercats started to speak.

"Who are you and what do you think you are doing?" The fake asked.

"I am Lion-O, lord of the Thundercats and this whole sham ends now." Lion-O replied as he started to show everyone his sword.

"You can't be serious. Are you actually trying to help these people board the Flagship with a fake sword?" The fake Lion-O boasted as he started to get his sword ready to strike.

"You asked for it…. HO!" Lion-O shouted as the blade in Lion-O's hand started to change from dagger to long sword form again.

"You dare to challenge me." The fake stated as he started to get his blade ready to fight.


As the two Lion-O's started to clash swords, the memory started to change with everyone watching the fight and people starting to board the Flagship. As they continued to fight, the fake Lion-O saw what was happening and tried to stop the Thundaraians from trying to escape. Once Lion-O saw what was happening, he immediately started to stop the fake Thundercat from continuing his plan.

"You don't have much time left. This planet will explode any moment now." Tygra stated while watching the fight with the other Thundercats.

"Then I better end this fight now." Lion-O stated as he used his Sword's blade to force the fake lord back long enough for Lion-O's next move.

After a brief moment, Lion-O started to hold the Sword of Omens in front of his face to activate the Eye of Thundera.

"THUNDER…..THUNDER….. THUNDER…. THUNDERCATS…. HO!" Lion-O shouted as the sword startred to transform again from dagger form to it's long sword form. A moment later the Eye of Thundera started to appear in the sky and growl.


As the Eye of Thundera started to appear in front of everyone, something strange started to happen to the memory. With the power of the Eye of Thundera, some of the memory started to disappear leaving only the Thundercats in their Thunderians forms, the flagship as well as the fake Lion-O. After a moment Captain Planet started to speak.

"Thunderians, you know who you all are. You are Thundercats and you serve and help Lion-O." Captain Planet stated as the chest emblem started to glow once again. "Feel my power coming over all of you so that you can all see the truth. He added as an orange aura started to emerge from Captain Planet and started to cover all of the Thunderians.


As the energy aura started to envelope everyone, their outfits started to change. The Thunderians robe outfits started to transform back into the uniforms that Jaga had once gave them onboard the flagship, before the attack brought on by the mutants. A moment after all of their outfits have been restored, the black aura that surrounded them from the inside started to appear around them. After a moment more the aura transformed into Mumm-Ra's insignia and then vanished and so did the rest of the fake memory.

"Thundercats, is everyone alright?" Captain Planet asked as the orange energy aura started to return to Cap from the Thundercats.

"I believe so." Tygra started to say. "What happened to us?"

"You were all being controlled my Mumm-Ra's evil magic." Panthro replied.

"By Jaga. What did we do?" Pumyra asked while starting to get her bearings.

"Look, there will be time to discuss everything in the real world. Right now we all need to return before the strain on Ma-Ti is too much for him to bear." Linka replied while trying not to be rude.

"You're right Linka. We'll continue this discussion once we all snap back to reality." Tygra stated.

"Then that is my cue." Captain Planet stated as a white energy now started to surround himself, Linka, Lion-O and Panthro. "We'll see you shortly." He added as they all disappeared.


As everyone's minds returned to their bodies, the orange aura that was surround everyone started to compress back into the symbol on Captain Planet's chest plate. After a moment the hero of Earth started to speak.

"Is everyone alright?" Captain Planet spoke while everyone else was getting their bearings.

"Da. Were fine over here Cap." Linka replied.

"Snarf, Snarf, we're fine too and so is Ma-Ti." Snarf added.

"Ma-Ti?" Panthro started to say with a worried tone in his voice. "Are you alright?"

"I'm fine Panthro." Ma-Ti started to say while getting back on his feet.

"We're glad that you are fine. We all got worried when Cap told us that the link was getting weaker and putting a strain on you." Lion-O stated while going to help Ma-Ti up.

"I did feel weaker for a while but Gaia, Snarf, Snarfer and Lynx-O helped me to styay calm and focused."

"Lynx-O thanks for helping Ma-Ti. I'm sorry that I didn't bring you along with us."

"It is alright Lion-O." Lynx-O started to say while trying to re-assure the Lord of the Thundercats. "If I did come along with you then the strain on our friend would be a lot stronger. For now let's help release our friends from their current condition." He finished as they all started to untie their friends from the tree.


As the Thundercats started to untie the ropes that was holding their friends, they all started to notice that Captain Planet was getting weaker by the moment.

"Cap!" Kwami shouted as he was getting released. "What's happening to you?"

"Kwami, everyone, I have to return to the earth. My powers are starting to diminish." Captain Planet replied.

"Hurry then, the Eye's power will only last for so long." Lion-O replied.

"Thanks fro your help Thundercats. Planeteers remember to keep up the good work and remember…THE POWER IS YOURS!" Captain Planet shouted as he started to transform back into the three energy beams from Linka and Ma-Ti's rings as well as from the Sword of Omens.


As the red energy beam started to return to the sword, the Eye of Thundera started to glow with renewed strength. After a moment the eye started to go back to sleep.

"Does this happen a lot in your line of work?" Wilykit asked after seeing their friend transform back into energy beams.

"You could say it is an occupational hazard for us, but we make it work." Kwami replied.

"I'm just glad that we are all back to normal." Tygra stated as they all started to rally together.

"Not all of us." Bengali started to say. "Mumm-Ra still has Cheetara captive."

"We have to save her." Lion-O replied with anger and determination in his eyes.

"Hold on there Lion-O. We all know how you feel but we have to think this through." Kwami stated while trying not to offend Lion-O.

"I know it is just."

"You love her and would do anything to save her." Linka stated while still feeling the same way about Wheeler and Gi.

"I do. I want to spend my life with her."

"I believe that she feels the same way about you as well." Tygra replied.

"Then we have to save her."

"Wait a moment." Bengali started to say while cutting off Lion-O. "First we have to get our vehicles protected against that Thundrainum beam that those new allies for Mumm-Ra have created. If it can short them out then who knows what else it can do to us. Not to mention they still have that Warbot."

"You're right about that Bengali." Panthro stated. "Plus maybe we can take some ideas from our latest vehicle and incorporate them into our vehicles."

"If you mean converting your vehicles to run on solar energy, rather than Thundrillium, then that is a good plan." Ma-Ti stated.

"The only problem is that we might not have enough time. Once Mumm-Ra realizes that we are no longer under his control, he is going to strike in full force." Pumyra stated with a worried tone in her voice.

"Then we should get started right away." Lion-O replied.

"Lion-O before we get started there is something I have to say first." Tygra stated while starting to remember what happened to himself and the other Thundercats including Kwami.

"What is it Tygra?" Lion-O asked with wonder.

"I want to apologize for our actions from before. I know that we were under Mumm-Ra's control but still, what we did went against our code as Thundercats."

"Tygra, there is nothing to apologize for. We all know how powerful Mumm-Ra's magic is. Now we have to get it together in order to save Cheetara." Lion-O replied as he extended his right hand.

"You're correct Lion-O." Tygra replied as he started to accept Lion-O's right hand with his own. "Now let's show Mnumm-Ra and his new allies what we Thundercats can do."

"THUNDERCATS!"

"HO!" Everyone shouted as they all started to get to work on protecting and converting their vehicles.


As the Thundercats and the Planeteers started working on their vehicles to protect them, back at his Dark Pryamid, Mumm-Ra has been monitoring everything that was happening with his newest allies in evil.

"WRAAAAAAAAAAAAAA!" Mumm-Ra shouted as he started to see his newest allies break his spell. "Blast those cursed Thundercats and their Eye of Thundera. They have broken my spell!"

"You still have this Thundercat." Nukem stated as he started to point at Cheetara, still laying on a stone slab still unconscious. "If you want me to end her life then I would be more than happy to oblige." He added as his yellow rock hand started to glow orange.

"YOU WILL NOT HARM HER!" Mumm-Ra shouted back. "I have need of her and her special ability."

"Then what do you want us to do in the meantime." Blight started to say. "You know that they will launch a full assault against us to rescue her."

"My doctor is correct." MEL started to say in his most digitized and honest tone. "I calculate a 99.9 percent chance that they will attack us to rescue their comrade once they've protected their vehicles."

"Oh really." Mumm-Ra stated while looking at his new allies. "Here is what you shall do. Strike them first and hard before they are ready to attack us. Their home is destroyed and it would take them days to get their vehicles ready for battle. Go to them and destroy everything."

"Now just a minute here Mumm-Ra." Zarm started to say while trying to annoy Mumm-Ra. "We are not your servants, if you want to stop them so badly, then do it yourself, or are you afraid of being defeated by-"

"SILENCE!" Mumm-Ra shouted in rage against Zarm. "NOW LISTEN AND LISTEN GOOD, AS LONG AS YOU ARE HERE, I AM IN CHARGE AND YOU WILL DO WHAT I SAY IF YOU WISH TO RETURN HOME IN ONE PIECE! DO I MAKE MYSELF CLEAR ON THE SUBJECT?!"

"Oh, he understands Mumm-Ra." Blight started to say while trying to save her own skin in the process. "Zarm, please don't make the all powerful emperor of evil mad at us."

"Fine." Zarm replied in a sarcastic tone.

"That's better. Now go and destroy the Thundercats once and for all." Mumm-Ra stated while controlling his anger.

"And what will you be doing while we take care of your pests?" Sludge asked while seeing Cheetara on the slab.

"I am going to make this Thundercat my obedient slave forever. She will have no choice but to obey my every command."

"We all saw how that happened and I think you need a new plan of attack." MEL stated.

"ENOUGH!" Mumm-Ra shouted again."NOW GET GOING AND DON'T COME BACK UNTIL THE THUNDERCATS ARE ALL DESTROYED!"

"As you wish mighty Mumm-Ra." Blight stated as all of the Eco-Villians starteds to leave Mumm-Ra's home and headed back towards Castle Plunn-Darr.


As they all left his home, Mumm-Ra started to take a good look at Cheetara. After a moment, he ripped off a small portion of her hair, and threw it into his Cauldron. A moment later a ripped off a piece of his mummified wrappings and threw that into the Cauldron as well.

"Now is the time to turn this Thundercat into my greatest weapon ever. By taking a small portion of hair and combining it with my own wrappings, I shall create the ultimate threat that Third Earth has ever seen." Mumm-Ra stated while looking up towards the Ancient Spirits of Evil in their statues. "ANCIENTS SPIRITS OF EVIL… TRANSFORM THIS DECAYED FORM…. TO MUMM-RA… THE EVER LIVING!" He shouted as the statues started to move again and bathe Mumm-Ra within their light green energy waves. When the transformation was completed, the mummy flew up into the sky before landing in front of his Cauldron. After a moment he started to spear again.

"NOW ANCIENT SPIRITS OF EVIL, TAKE THE TWO STRANDS FROM MYSELF AND THE THUNDERCAT AND CREATE A POTION THAT WILL COMPLETELY MAKE HER MY OBEDIENT SLAVE FOREVER!"

After a moment the statues started to speak.

"MUMM-RA, WE ARE TIRED OF BEING AT YOUR BECK AND CALL FOR YOUR SCHEMES." The Ancient Spirits started to say. "YOU HAVE FAILED US ONE TOO MANY TIMES BOTH HERE AND WHEN YOU WERE ON NEW THUNDERA. SO TELL US WHY WE SHOULD HELP YOU NOW WITH YOUR LATEST PLAN."

"ANCIENT ONES!" Mumm-Ra started to say with a frightened tone in his voice. "IT IS TRUE THAT I HAVE FAILED YOU IN THE PAST, BUT NOW I HAVE SUCCEEDED. THE THUNDERCAT'S HOME IS DESTROYED AND NOW MY MINIONS ARE HEADING OUT TO DESTROY THEM ONCE AND FOR ALL."

"AND WHAT ABOUT YOUR SERVANT YOU SENT TO NEW THUNDERA?"

"I HAVE NOT HEARD FROM HIM OR MA-MUTT IN SOME TIME. I ASSUME THAT EITHER MY SERVANT HAS WON OR THAT HE IS DEAD AT THE THUNDERCAT'S OWN HAND. EITHER WAY I WIN."

"YOU FOOL!" The spirits shouted in rage.

"ANCIENT ONES, WHAT DO YOU MEAN?" Mumm-Ra replied in a much more frightened tone.

"YOUR SERVANT LIVES AND HAS BROKEN FREE OF YOUR CONTROL! YOU ARE NOT OFF TO A GOOD START IN ANNIHILATING THE THUNDERCATS!"

"WHAT? FREE OF MY SPELL? THAT IS IMPOSSIBLE AND BESIDES MA-MUTT WOULD-"

"YOUR MUTT HAS ALSO BETRAYED YOU. HE IS NOW FRIENDS WITH YOUR ENEMIES!"

"NO! I WILL MAKE THEM PAY FOR THIS! FIRST MY SERVANTS WILL DESTROY THE THUNDERCATS HERE AND I WILL PERSONALLY DEAL WITH THE TRAITOR ON NEW THUNDERA!"

"IF YOU PLAN TO DESTROY YOUR FORMER ALLY, THEN YOU WILL NEED THIS!" The Ancient Spirits of Evil stated as their red eyes started to shoot red laser beams towards the center of the Cauldron.


As Mumm-Ra watched, all four energy beams started to re-materialize a certain golden round object. As the energy beams finished, Mumm-Ra saw that it was the Golden Sphere of Siti which he had to surrender to re-enter his home.

"THANK YOU ANCIENT ONES! YOU WILL NOT REGRET GIVING ME BACK THE SPHERE!"

"DON'T MAKE US REGRET THIS DECISION, MUMM-RA! THIS IS THE LAST THING WE SHALL DO FOR YOU!"

"ANCIENT ONES, WHAT ABOUT THE POTION THAT I NEED TO TURN THIS FEMALE THUNDERCAT AGAINST HER FRIENDS?"

"ENOUGH! WE SHALL MAKE YOUR POTION, BUT NO MORE AND DON'T PUSH US MUMM-RA! THIS IS YOUR LAST AND ONLY CHANCE. FAIL AND WE SHALL SEND YOU TO A PLACE FROM WHERE THERE IS NO RETURN! UNDERSTAND!?"

"OH YES ANCIENT ONES! WHAT EVER YOU SAY ANCIENT ONES!" Mumm-Ra shouted in fear as he saw a potion bottle appear inside the Cauldron.

"TO USE THIS POTION, YOU MUST MAKE THE FEMALE THUNDERCAT BELIEVE THAT YOU ARE THE ONE SHE LOVES!"

"I KNOW JUST HOW TO DO IT!" Mumm-Ra stated as he started to speak another incantation. "ANCIENT SPIRITS OF EVIL TRANSFORM MUMM-RA THE EVER LIVING INTO LION-O, LORD OF THE THUNDERCATS!"


After Mumm-Ra's incantation, a red aura started to surround the mummy. After a moment, the shape of Mumm-Ra the Ever Living was gone and a perfect copy of Lion-O stood in his place. A moment later Mumm-Ra/ Lion-O grabbed the potion bottle from his Cauldron and placed it on the base of the stone slab. Afterwards the Mummy in disguise attempted to wake up Cheetara.

"Cheetara, Cheetara, can you hear me?" Mumm-Ra stated while still in Lion-O's form.

After a moment, the female Thundercat's eyes started to open up to see Lion-O standing up beside her as well as holding her chest and head up.

"Lion-O? Is that you?" Cheetara asked while still confused.

"It is all right Cheetara. You are safe now."

"No! Mumm-Ra! WE HAVE TO GET OUT OF HERE!" Cheetara started shouting when she saw where she and Lion-O were.

"Shh, shhh, shhh. It's alright. He is not here right now."

"How did you know?"

"The other Thundercats broke free of Mumm-Ra's control. They told me where you are and I needed to find you." Mumm-Ra stated while still in disguise. "Cheetara, I love you."

"Lion-O, I love you as well. I was just having a problem with you being the Lord of the Thundercats."

"Well we don't have to worry about that now." Mumm-Ra stated while starting to pick up a bottle of liquid. "Here, drink this. You must be very thirsty after your ordeal."

"Thank you Lion-O. I am a bit thirsty." Cheetara stated as she started to accept the bottle of liquid from Lion-O." Oh?" Cheetara stated only after accepting the bottle.

"Is something wrong, Cheetara?" Mumm-Ra asked while starting to feel concern.

"No. It was nothing." Cheetara replied as she started to sip the liquid.

"Feeling better now?"

"Yes. That sure did help." Cheetara replied as she started to take another sip.

"Well just drink it slow. You don't want to have any problems by rushing things."

"Thank you for your concerns Lion-O but I can assure you-" Cheetara started to say as she started to feel very strange inside.

"What's wrong?"

"Lion-O, what did you do to me? Why do I feel so strange all of a sudden?"

"Ah my dear Thundercat, you are starting to feel the effects of my strongest potion ever created. Now you shall obey every command and become my slave forever."

"Lion-O?"

"Not Lion-O my dear but your new master MUMM-RA THE EVER LIVING!" Mumm-Ra shouted as he started to shed off his disguise.

"Mumm-Ra." Cheetara stated while starting to feel the effects. "What did you do to me?"

"Nothing to drastic my dear. I just combined a few strands of your hair with my own bandages to completely take control of your mind and body. And the effects of this potion are permanent."

"You….Won't…..Get…Me…To…Attack…The..Others….. I will…. Fight…You with every ounce of my strength."

"Fight all you want to my dear. It will just make my potion become much stronger." Mumm-Ra stated as Cheetara's eyes closed and she passed out. "Now I just have to wait for the full effect to take hold, but as for my traitorous servant and Ma-Mutt, I will deal with them shortly."


As all of this drama was happening inside Mumm-Ra's Black Pyramid, back at the remains of Cat's Lair, the Thundercats and Planeteers have started to work on protecting their vehicles from the effects of the Eco-Villain's Thundranium beam.

"How is it going over there by the Thunderstrike Pumyra?" Panthro asked as himself, Lion-O and Ma-Ti worked on the Thundertank.

"It's coming along Panthro." Pumyra replied as herself Linka, Kwami and the Thunderkittens worked on the Thunderstrike.

"I just wish that we didn't have to scrap the Thunder Cruiser for parts." Linka stated while feeling sad.

"I know how you feel Linka." Kwami started to say. "All of the Thundercat's hard work to help us and now we are destroying their gift."

"Da Kwami but it is for the greater good if we can stop Mumm-Ra and those Eco-Villains from doing any more harm. They already hurt Wheeler and Gi, and I don't want to loose any one else."

"You wont Linka." Pumyra started to say in a most comforting tone. "We are all happy that you came here and despite what has happened we are proud to call you all Thundercats."

"Thanks Pumyra. I really needed that pep talk." Linka replied with a smile on her face."

"Anytime Linka." Pumyra replied back.

"I also want to say thank you. Your words were chosen well." Kwami replied.

"I appreciate that Kwami, but we should get back to work in case our "friends" return for what you would say round 2." Pumyra replied as they all started to get back to work.


As they all continued to work on the vehicles, a strange force started to overwhelm Lion-O as he started to loose focus and almost collapse.

"LION-O!" Panthro shouted as everyone started to hurry towards their friend's side.

"Lion-O, are you alright?" Tygra asked while trying to help Lion-O.

"I'm…. I'm not sure." Lion-O replied in a most confused tone.

"What happened? Why did you suddenly collapse like that?" Bengali asked with concern.

"I'm not sure. It is like I felt something strange overwhelm me."

"I felt that as well Lion-O." Lynx-O replied in his most honest tone.

"Lynx-O, do you have any idea what it was?" Pumyra asked while starting to feel a little worried.

"It was like a massive force of energy, reaching out from a far. That was all that I could gather."

"There was something else everyone." Lion-O started to say. "It felt like Cheetara was calling out to me in pain, but I don't understand why." Lion-O replied as the Sword of Omens started to react.

"Lion-O your sword." Wilykit stated as they all started to hear the Sword's warning signal.


After hearing the signal, Lion-O grabbed his sword and placed it in front of his face. "Sword of Omens, give me sight beyond sight." Lion-O stated as the sword's form started to change.

As everyone watched, the Sword of Omens' crossbars started to curl once again into eye apertures in order for Lion-O to look through. After a moment the eye started to glow brown and white. A moment later Lion-O's eyes started to glow orange as he started to see what the sword was showing him. As he looked through, he started to see Castle Plunn-Darr coming in fast out in the distance, ready to strike them all down. After a moment his eyes returned to normal color and the sword's crossbars returned to normal as well.

"What did you see Lion-O?" Wilykat asked with concern.

"Castle Plunn-Darr is coming straight towards us, and it looks like they mean business." Lion-O replied.

"We're not done adapting all of our vehicles yet." Tygra started to say. "The hover boards, Hovercat and Thunderclaw are ready to go, but we still need more time to work on the Thundertank, the Thunderstrike and the Feliner."

"Focus all of your efforts on the Thundertank I think we are going to need it." Lion-O stated as Castle Plunn-Darr was nearing the edge of the forest.

"Lion-O, you can't take them on alone." Panthro stated as Lion-O was heading towards the Hovercat.

"Pumyra, Thunderkittens, join me on the Thunderclaw. We have to stop or at least slow them down."

"You got it Lion-O." Pumyra replied.

"You bet." The kittens stated together.

"Lion-O, we are coming as well.." Kwami stated as he and Linka started to join Lion-O.

"Kwami is right. Ours rings might be of some help here." Linka added.

"Can you both handle the Space Boards?" Lion-O asked with concern.

"The kittens gave us some lessons some time ago so we should be able to hold our own." Kwami replied.

"Da. I have a score to settle with them." Linka added.

"All right. The rest of you get those vehicles updated and join us as fast as you can." Lion-O stated.

"HO!" Everyone shouted as Lion-O, Pumyra, The Thunderkittens, Kwami and Linka headed towards their vehicles to confront Castle Plunn-Darr.


As the Thundercats put their plan into action, back inside Castle Plunn-Darr, the Eco-Villains were discussing their latest confrontation with their newest partner in evil. As they were discussing, Blight's computer was making some final adjustments to their new hq as well as some upgrades to the Mutants old Warbot.

"This outta do it." MEL stated as he continued to work on the Warbot. "Let's see how well the Thundercats can handle this latest upgrade." He added as someone started to walk inside the work area.

"And what do you think you are doing bit-brain?" A voice stated from behind the computerized mini monitor.

"Nothing that should interest you my dear Sludge." MEL replied as he started to turn around.

"Awe is little baby boy gonna whack me with his little rattle." Sludge stated in his most sarcastic tone.

"We will see about that Sludge." MEL replied as he started to push a button on one of the control panels.


After MEL pushed a button near a control panel, the floor in front of himself and Sludge started to open up. After a moment a gurney and a 6 foot robot body started to emerge from the floor down below. After the body was revealed the hole which the body emerged sealed up and the body started to straighten up.

"Is this your latest tinker toy bit-brain?" Sludge asked as a claw started to grab MEL's monitor.

"You see Sludge, unlike you and your partners, I always have a plan." MEL replied as the claw placed MEL on top of the robot body.

"Pretty cool, does it do anything else besides make you a giant monitor stand?"


After Sludge's statement, MEL was able to start moving his robotic arms and legs as if they were a part of him. When Sludge saw this he knew that this was causing to cause some serious trouble for everyone else.

"What do you have to say now Sludge?" MEL stated while starting to feel very powerful and confident.

"What can I say except maybe I hope your new body can handle the Thundercats."

"I constructed this body to do just that. It has the ability to study, analyze and adapt to any Thundercat weapon and vehicle. Ever their mighty Sword of Omens will be unable to stop me." MEL replied as another voice started to echo in the room.

"I'll believe that when I see it bit brain." The voice stated as both Sludge and MEL turned around.


As they both turned around they saw Duke Nukem standing inside the doorway looking on and wondering what new disaster MEL was working on.

"Nukem, is there a reason why you are here?" MEL asked in his most sarcastic digitized tone.

"I followed Sludge to make sure that we are ready to pounce those Thundercats." Nukem replied.

"And what about Zarm and Pollution?" Sludge asked.

"Blight is putting them to work in order to get us ready for the final strike."

"That's good to hear." MEL started to say as he started to walk over towards Nukem. "According to my calculations our attack on the Thundercats will give us a 100% of victory."

"You better be sure about that you digital dumb head or you are gonna get a fist full of radiation from me."

"That threat won't work on me Nukem." MEL stated as he started to show off his new body. "This body can absorb your radiation and adapt to protect me, as well as to re-direct it back to you."

"Is that a threat?"

"No my dear Nukem. Not a threat just a fact unless you want to test it."

"Better not Nukem. We should worry about the Thundercats and the rest of those Eco-Geeks." Sludge stated to try and break up both Nukem and MEL.

"Sludge is correct for a change." MEL replied in his most honest tone.

"I am?" Sludge replied in a most shocking tone.

"Yes. With Wheeler and Gi off world the Planet Pests are down by two and can't call Captain Planet. My previous calculations had factored that in as well. Victory is ours my friends, now let's go and make sure of it."

"I never thought I would say this out loud but I agree with you MEL." Nukem stated after hearing MEL's explanation.

"Well I don't believe it, miracles do happen. Now lets head back to the command center to see what Blight and the other two flunkies are up to." Sludge stated as they all started to head back towards the Mutant's old command center.


As Sludge, Nukem and MEL were heading back to join the others, Dr Blight, Zarm and Captain Pollution were busy coming up with a fool-proof plan to finally destroy the Thundercats once and for all.

"I'm telling you we need to disable their vehicles and the Planet-pests rings." Zarm stated.

"Dude what if they have found a way to protect their vehicles from our weapon." Pollution replied.

"I am not taking advice from a ridiculous Captain Planet knock off."

"Now see here dude."

"ENOUGH BOTH OF YOU!" Blight yelled in order to stop the arguing. "You are both correct. The Thundercats are probably upgrading their vehicles to counter the effects of our weapons.

"So what should we do about it?" Zarm replied as three people started to enter the room.

"My dearest Blight, maybe I can offer a suggestion." A voice stated from behind the group.


As Blight heard a familiar voice, she was stunned to see where it was coming from. As she turned around, the group started to see a muscular, robotic body coming towards them with a monitor on the top.

"Well, what do you think of my latest upgrade?" MEL stated while starting to show off his new body.

"Well what can I say." Blight started to reply as she was blushing. "The new look suits you MEL sweety."

"Thank you doctor. I'm quite happy with this new body as well."

"Give me a break here." Zarm started to say. "Do you have anything useful to add or are you just a show off?"

"Actually, I do have an idea. Just incase the Thundercats did upgrade their vehicles to counteract our weapons my newest upgrade will fix that. If I maybe allowed to do so?" MEL added as he started to approach the control panel of the main command center.

"Show us what this new body of yours can do, dude." Pollution added as Blight gave her robotic lover a good nod.


Within moments, MEL approached the main control center and started to have wires come out from his robotic hands and into the Mutant's old computer console. As they all started to watch, the console started to transform from the Mutant's old rocky controls into a new metal and shining console with new buttons and levels for any occasion. After a moment more the wires left the console and went back into MEL's new robotic body.

"Well, what do you think of my latest upgrade now?" MEL asked while starting to feel pretty good about what he had done.

"What upgrade?" Nukem started to say. "All you did was to make the console more shiny than it was before."

"Your mind is as slow as the rocks on your head." Zarm stated.

"Why you."

"What MEL did was to upgrade your systems so that whatever the Thundercats have planned for us is analyzed and then able for us to defend against."

"That is brilliant MEL sweety." Blight stated as she started to approach her robotic friend.

"You two should go and get a room already. All this mushy stuff is getting really boring." Sludge stated as the alarms started to go off.

"What is that annoying sound all about?" Nukem stated as the alarms continued to go off.

"It is a new early warning system I installed with the upgrade you foolish rock-head." MEL stated while annoying Nukem.

"Why you, I outta."

"ENOUGH!" Blight shouted. "MEL sweety, can you tell who is coming to attack us?" Blight asked in a much more calmer tone.

"Coming up my dearest doctor." MEL replied as he started to bring up the images on their new control panels.

"While you're doing that, please do something about that alarm sound. It is really starting to get on my nerves." Sludge asked while trying to be rude at the same time.


As soon as Sludge made his request, MEL started to silence the alarms as well as to bring up the images of the intruders heading towards them. As the images of the intruders started to appear, everyone started to see 4 vehicles heading towards them.

"Can you get the image any clearer, bit-brain?" Nukem asked in his most rudest tone.

"Like this rock head." MEL replied as he started to adjust the image to make it much clearer.

After MEL's reply the image started to clear up so much that everyone in the control room started to see who was approaching their floating HQ.

"Oh great, some of the Thundercats and two of those Eco-brats." Zarm stated while starting to feel disgust in his tone.

"Come on dude, don't be glum." Pollution started to say while placing his right arm on Zarms's left shoulder. "Remember we have the advantage in both weapons and information."

"Get your arm off of me." Zarm replied as he started to shove Pollution's arm off his shoulder.

"Knock it off you two, we have bigger fish to fry." Blight stated while seeing who was on their vehicles. "MEL can you identify those vehicles from the data you got from both the Cat's Lair and Tower of Omens computers before they were destroyed?"

"Coming right up my dearest doctor." MEL replied as the images on the screen started to change. "Let's see here, Lion-O is piloting the Hovercat, which is powered by a giant turbine engine, and it looks like Pumyra and the Thunderkittens are riding the Thunderclaw. That vehicle's main weapon is a claw which can grab any object and raise it with extreme force."

"What about the vehicles that the planet-pests are riding?" Sludge asked.

"According to my data, those are called Space Boards. They are power by some kind of anti-gravity device that allows the user to defy gravity and go higher than before. They have no weapons to speak of, only used for recreation and goofing off. So my data tells me."

"So why are the Eco-Geeks riding them?" Nukem asked while starting to wonder.

"They must be planning to attack us with their rings and need enough altitude to strike us hard." Blight replied.

"An excellent deduction my dearest doctor." MEL replied.

"So what are we gonna do about it dude?" Pollution asked.

"Watch this." MEL replied as he started to lower the castle down to ground level.

"What do you think you are doing now Bit-Brain?" Nukem started to say. "You are giving those Thundercats and Eco-brats an easy target."

"Are you kidding me? By having us land we are fortifying our position and then we can attack them with everything that we have at our disposal. That is if you get yourself towards the weapons controls and hook yourself into them. That way our weapons will be fully charged and we can strike."

"All right, all right. Just don't make me regret listening to you right now." Nukem replied as he started to hook himself back into the main weapon controls.

"While Nukem is getting ready, the rest of us should be ready to strike as well. Everyone get to your stations, and that also goes for you two idiots." Blight stated as she started to shift her attention towards Zarma and Pollution.

"Fine. Lets get this over with." Zarm replied as he and Pollution reached their stations.


As the Eco-Villains started to prepare, neither the Thundrercats and the Planeteers realize that they are walking into a trap and certain doom.

As the Thundercats and the Planeteers started to approach Castle Plunn-Darr, they all started to notice something strange happening to the castle.

"Lion-O do you see what I see?" Pumyra stated over the comm link between herself and the Hovercat.

"I do. Castle Plunn-Darr is making a landing. What could they be up to?" Lion-O replied.

"Lion-O, Pumyra, don't underestimate them. Remember what happened the last time?" Kwami stated through his comm knowing full well of the damage that they did before.

"You're right Kwami." Lion-O replied. "Pumyra, let's land a few kilometers away and come in on foot. If this is a trap, we don't want to make it to easy for them."

"Right Lion-O." Pumyra replied as she and the others started to land their vehicles about two kilometers away from the now landed Castle Plunn-Darr.


As they finished landing their vehicles they all started to get a strange feeling as if they are being watched from the Castle. After a moment more they all started to approach it on foot.

"Everyone be very careful." Kwami started to say.

"Da, remember our enemies might be ready for us." Linka added.

"Don't worry about that, we Thundercats have learned from our mistakes." Pumyra stated in her most honest tone.

"That might be true but you never know. They could have some surprises for us." Linka stated as the main door to the Castle Plunn-Darr started to open.

"Now what?" Wilykit asked while seeing the main door open up.

"It looks like you were right. They must be giving us an invitation to enter." Wilykat added.

"Then we better not disappoint them." Lion-O stated as the Sword of Omens started to come alive and growl.

"Lion-O." Pumyra stated as they all started to hear the noise coming from the sword.

"I know Pumyra, the sword senses danger and I'm in full agreement."

"Lion-O, let us handle this." Kwami started to say with an honest and proud tone in his voice." We've dealt with them before so we know what to expect."

"I have no objections with that, but what do you have in mind."

"Just leave it to us and the kittens." Linka replied as the kittens started to nod their heads.

"Are you sure about this plan of attack?" Pumyra asked in her most concerning tone.

"Da, and don't worry we will be careful." Linka replied in her most honest tone.

"Kittens, can you give us some smoke cover when we approach the opening?" Kwami asked.

"Sure thing but about the people inside Castle Plunn-Darr?" Wilykit asked.

"Yea, I don't think they are gonna be to happy when we approach them.." Wilykat added.

"We'll take care of that. Now lets get ready to strike." Kwami replied as everyone started to get into position to strike.

As the Thundercats and Planeteers made their battle plan ready to go, they are unaware that inside Castle Plunn-Darr their enemies are already plotting a response to their attack. As they all start to put their plan into motion their greatest battle and greatest challenges are about to begin. And as for Lion-O, the ultimate test of his loyalty to the Thundercats will soon be tested.