The rain poured down on Third Earth as Lion-O worked in the control room of Cat’s Lair. Behind him he could hear Panthro shouting at the two Thunderkittens. "Give me back that Samoflange!" Lion-O sighed and rose to his feet in time to see the pair whiz by on their hover boards. He grabbed the nearer of the two, Wily Kat, and held him hostage until Wily Kit returned the tool to Panthro. The two kittens then, released, sped off down the hall again.

"I tell you. Those two are too much for anyone to handle," Panthro said, flopping down into a chair.

"What are you doing down there anyway?" Lion-O asked.

"Not much. Pumyra’s helping me unload a few things from the Thundertank that need repairing. Any news up here?" Panthro replied.

"Nope. Cheetara and Tygra are both on reconnaissance missions, Snarf’s down in the kitchen. Lynx-O and Bengali say that everything’s fine at the Tower of Omens. I swear. We haven’t heard a peep from either the mutants or the Lunataks in a long time," Lion-O said.

"I agree. It’s almost as if they’re building up for something," Panthro said ominously.

Mumm-Ra stood over his cauldron, watching the two Thundercats. "So," he thought, "the Thunderkittens are proving a bit much for you, eh? Well perhaps we can turn this to our advantage." The disheveled mummy stepped back from the cauldron and summoned Alluro.

Panthro heard a tiny beep and quickly excused himself from Lion-O before running to his room. "That’s odd. Every time there’s a quiet beep Panthro runs to his room. I wonder why. There’s one way to find out. Sword of Omens, give me sight beyond sight," he said as he held his sword in front of his eyes. Instantly he could see Panthro in front of what looked like a microphone and switchboard. He flipped a few switches and began to turn a large dial.

"Ancient Spirits of Evil. Transform this decayed form to Mumm-Ra, the ever living!" Mumm-Ra intoned as his statues whirled about him. Finally, where once had stood a mummy, now stood a powerful giant. He had to look his best if he was going to impress Alluro.

"I’m starved Snarf. Is there anything to eat around here?" Pumyra asked.

"Snarf, sure thing Pumyra. I’ll just get a few of these Thunder cookies down from the shelf," Snarf replied.

"Good. I love Thunder cookies," Pumyra said.

"Those good for nothing kids have taken them all, snarf, snarf," grumbled Snarf as he looked into the cookie jar.

"Don’t worry. I’ll settle for some candy fruit. There’s still one piece left," Pumyra replied.

Cheetara sped through the forest of the Warrior Maidens, enjoying the wind whipping through her hair. She was just about to call it a day when she heard the sound of a vehicle approaching. It didn’t sound like the Thunderstrike or the Thundertank. She ducked into the bushes and watched in fascination as Alluro sped by on a motor cycle type vehicle. "Cheetara to Tygra. Come in Tygra," she said softly.

"Tygra here. What is it Cheetara?" Tygra said.

"I just spotted Alluro heading your way. I want you to keep an eye on him while I report this to Lion-O," Cheetara said.

"I’m on my way," Tygra replied.

In an instant Tygra’s whip emerged from it’s holster. "Now you see me, now you don’t," Tygra whispered, sending the whip around his body. Instantly he vanished from sight. Just in time too as he heard Alluro approaching. Tygra slipped onto the back of the vehicle as it went past and hitched a ride to Mumm-Ra’s pyramid.

Mumm-Ra glanced up as Alluro slowly walked up to him. "You called Mumm-Ra?" Alluro asked.

"That is correct Alluro. I have a very important task for you. I want you to clone the Thunderkittens and mind control them all. With the Thundercat’s hands filled trying to deal with them Cat’s Lair will be ripe for the pickings," Mumm-Ra said.

"I’ve got to get back to Cat’s Lair," thought Tygra. "But with Mumm-Ra standing there I can’t exactly just walk out the front door. The only way is to wait until Mumm-Ra goes into his sarcophagus. Maybe I’ll report in while I’m waiting."

Cheetara got back to the Lair in time to hear the end of Tygra’s report. "That’s fiendish," Pumyra hissed.

"Agreed. We must stop Alluro before he can finish that invention of his," Lion-O said.

"Where are those kittens anyway?" Panthro asked

"Snarf’s keeping them occupied, or so he claims," Lion-O replied.

"I’ll be back eventually. See you later," Panthro said, running back down to his room.

"He’s been acting strangely. Did you know he has some high tech equipment in that room of his?" Lion-O asked.

"You haven’t been spying into our rooms again, have you?" asked Bengali as he and Lynx-O entered the room.

"It haven’t spied on you, lately," Lion-O admitted.

"Mumm-Ra. Alluro will need the original Thunderkittens if he is to clone them," the Ancient Spirits of Evil said.

"But how did you know about that?" Mumm-Ra asked, stunned.

"We know everything. Do you doubt us?" the Ancient Spirits roared.

"No, of course not. But how do we get our hands on them?" Mumm-Ra asked.

"Inform the Lunataks that the twins will be in the glade to the west of Cat’s Lair. I will arrange the rest," the Spirits replied.

"Wow Panthro. You really want us to help you?" Wily Kit asked.

"Sure I do. You seem to have a lot of energy, I figured I might as well use it for something," Panthro said.

"All right. What do we have to do?" Wily Kat asked.

"I need lots of wood for a new project. We’re going to go to the glade west of Cat’s Lair and get some. The one who gets the most will get a surprise," Panthro said.

The drive to the little glade took no time at all. Panthro glanced back. Good, the Cat’s Lair was out of sight. "Wily Kit, you pile your wood on the left side. Wily Kat you pile yours on the right," Panthro said as the pair disappeared into the undergrowth.

"I bet I’ll get more than you Wily Kit," Wily Kat said.

"I bet you won’t," Wily Kit replied.

"I bet we take both of you to Skytomb!" came a high pitched shriek.

"Luna! Quick. We have to warn Panthro," Wily Kit said.

"I don’t think you will after I put you on ice," Chilla hissed, streams of ice spreading from her fingertips to coat the pair.

"Take them back to Skytomb!" Luna said. Tug Mug and Red Eye each took one of the children and began the long walk back to their ship.

Lion-O stretched his legs, a piece of bagel in his hand, and looked up at the screen. No new reports from Tygra had come in. The door swished open and Bengali arrived to take his place. Just then the Sword of Omens began making noise. "There’s trouble. I’d better check it out," Lion-O said, raising the sword once more to his eyes. "Sword of Omens, give me sight beyond sight!" Instantly the image of Bengali’s concerned face disappeared to be replaced by the sight of the Lunataks carrying the Thunderkittens. The scene shifted and showed Panthro juggling three screwdrivers absently in the driver’s seat of the Thundertank. "Quick Bengali. Fire up the Thunderstrike while I summon the others," Lion-O said, "Thunder, thunder, thunder, Thundercats. Ho!" A beam of red light shot from the sword and proudly displayed itself in the sky.

In Mumm-Ra’s pyramid Tygra looked up, his eyes flashing. He had to return. There was only one way. Abandoning his invisibility he used his whip to climb out the top. It required great concentration to create the illusion that he wasn’t there, but he succeeded and began sprinting towards Cat’s Lair.

In the hangar Bengali glanced up and his eyes flashed. He grumbled in annoyance and hopped into the Thunderstrike.

Wily Kit and Wily Kat, though encased in ice, saw the signal and their eyes flashed. They couldn’t move so they couldn’t do much else.

Panthro looked up at the sky, nearly dropping a screwdriver, and saw the signal. he decided to stay put, figuring the Thundercats would be coming to him any way.

Soon everyone arrived at the hangar and they rocketed off to land near Panthro. After the situation had been explained the Thundercats agreed that they had to rescue the Thunderkittens, but it would require moving quickly if they were to catch the Lunataks.

"Luna, I think we’re being followed!" Tug Mug said.

"Why do you think that, you incompetent fool?" Luna shrieked.

"Because I can see the Thunderstrike and the Thundertank!" Tug Mug wailed, dropping Wily Kit to the ground.

"Don’t worry. I’ll freeze them in their tracks with my breath!" Chilla said.

"And I will hypnotize them while they’re distracted into becoming our prisoners," Alluro added.

"I’ll come up with the plans here. Chilla, you freeze them in their tracks while Alluro uses their distraction to hypnotize them into surrendering," Luna said. Alluro and Chilla thought about complaining that their plan had been stolen when they saw Amok glaring at them.

"We should be able to see them soon. Tygra, you go around invisible and sneak up from behind. Cheetara, you should be the first one through. Use your speed to get through any traps. The rest of us will come in from behind and back you up," Lion-O said.

"Sounds reasonable," Cheetara said.

"I agree. Now you see me, now you don’t," Tygra said, spinning his whip around his body.

With all the Thundercats paying attention to making plans Panthro slipped into the back and produced a small microphone system.

"Mumm-Ra! You must go help the Lunataks! Gather the mutants and defeat the Thundercats!" the Ancient Spirits intoned. Mumm-Ra nodded and began to transform yet again.

"Ancient Spirits of Evil. Transform this decayed form to Mumm-Ra, the ever living!" he said with a maniacal laugh.

Cheetara was just passing through a small gap between two trees when the first blast of cold hit her. Despite her renowned speed she couldn’t avoid being encased in ice. The rest of the Thundercats, were more prepared for her, though. With a mighty "Ho!" Chilla was propelled backwards into Red Eye, knocking both off their feet. "Amok, Tug Mug! Do something!" Luna screeched. Tug Mug raised his cannon and increased the gravity in the area around Lion-O then dropped it to next to nothing. He repeated this process until both Lion-O and Lynx-O, who had been standing too close to Lion-O, were battered unconscious.

Bengali and Pumyra stood closer to the back. What could they possibly do to the Lunataks if Lion-O had failed. "You should give up Thundercats. Your weapons are far to heavy for you, you can not hope to beat us," Alluro said softly.

"He’s right. We can’t win, not if Lion-O failed," Bengali said.

"And my sling is feeling quite heavy. Maybe I’ll just put it down for a minute," Pumyra said.

"That’s right. You will co-operate," Alluro said.

Tygra had managed use his bola whip to knock Luna off of Amok but knew his luck would be different when he encountered the beast himself. Amok charged at him but missed. Tygra knew he needed help, and there was only one way to do it. He hurled fireballs from his whip at the three ice covered Thundercats, freeing them at once. Then he created the illusion of candy far away. This proved too much for Amok and he ran after it.

Cheetara spun her staff around and whacked Tug Mug upside the head, beside her she could see the Thunderkittens harassing Red Eye with their pellets. That just left Amok and Alluro to deal with.

"Not so fast, my pretty," Mumm-Ra said, stepping between Cheetara and Alluro.

"Mumm-Ra!" gasped Cheetara

"That’s right and now it’s time you to meet your end!" Mumm-Ra cackled.

"Not if I can help it," said Tygra, having finished hog-tying Amok.

Wily Kit and Wily Kat were having a field day. The mutants had always proved to be easy prey to their glue pellets and exploding ones. This day proved no different. Soon the four mutants were tangled up, unable to move. They were going to join Tygra and Cheetara when they smelled gas from behind them. Turning they saw Panthro holding his nunchuks. The pair slumped to the ground.

"Come on Cheetara, let’s finish this once and for all," Tygra said.

"Not so fast, Thundercat!" Panthro said.

"Panthro. What are you doing?" Cheetara asked, as Panthro clubbed Tygra with his nunchuks.

"Doing what I’ve always intended to do. Betray the Thundercats. You think you’re the only one with hidden powers? I happen to be able to increase the abilities of anyone I choose. For example I will now use that power to revive the Lunataks and mutants to their fullest ability!"

Suddenly all the Lunataks arose from their prone positions and faced Cheetara. Immediately she surrendered, seeing nothing else to do. Mumm-Ra cackled wildly before shipping all the Thundercats to "Exile Island".

"So, you’re the Ancient Spirits of Evil, eh?" Mumm-Ra asked.

"That’s correct. All along I’ve wanted to break free of the Thundercats. I just haven’t had such a good opportunity. Now, you’ll want to seal the Lunataks back in their volcano and return the Mutants to Plundaar," Panthro replied. Mumm-Ra whole heartedly agreed and quickly did as his master had bid. With that out of the way he settled back into his sarcophagus for a long nap until he was needed again. Panthro meanwhile took up residence in Cat’s Lair surrounded by his new Warrior Maiden slaves.

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