Mumm-Ra lay in his sarcophagus, relaxing. He was thinking about how close he had come to his own annihilation and the cost of preventing that. He had been forced into agreeing with Lion-O, his hated enemy, and had worked with him to save the lives of the mutants, Lunataks, and Thundercats alike. The mere thought of this revolted him. Lion-O was no doubt bragging about how he had convinced him that the Lord of the Thundercats could best the Lord of Darkness. The lid to his sarcophagus opened, against his will, and he heard a voice calling to him. At first he thought it might be Lion-O, come to prove his superiority, but it turned out to be his masters, the Ancient Spirits of Evil.

"Mumm-Ra. Why do you keep failing us?" they asked.

"It is the servants that I am forced to use in my battles, oh mighty spirits," he replied.

"That is no excuse. We granted you powers sufficient to destroy the Thundercats and still you cannot do so!" the spirits’ voices boomed.

"Then, you must give me more power. The eye of Thundera must be more powerful than you thought," Mumm-Ra tried.

"If you want more power, we must be given a sacrifice. Any humanoid creature will do," the spirits said.

"Very well, Ancient Spirits of Evil, transform this decayed form, to Mumm-Ra, the ever living!" Mumm-Ra shouted, as the spirits, represented by four stone statues, imbued him with power and magic. Mumm-Ra soared through the hole at the top of his pyramid and made for the warrior maiden village.

Willa stood with another woman helping a third give birth to her child. The men lived in a separate village far to the north. If the child was a boy, it would be sent there. The two villages intermingled only for mating purposes. "It’s a girl!" announced Willa. The second woman, Lucille, dashed off to inform the other village. There was a scream of terror from the poor woman as she spied Mumm-Ra approaching. Willa handed the baby to its mother and readied her bow. It would probably be useless against one such as Mumm-Ra, but they had to at least try. "What do you want?" she asked the demon priest, as he landed in front of her.

"I hear the crying of a child. Give me the babe and nothing will happen to the rest of you," Mumm-Ra answered. Willa balked. What could Mumm-Ra want with a child? Whatever it was it couldn’t be good.

"That child belongs to its mother. You may not have it," Willa said.

"If you will not give it to Mumm-Ra then he shall take it, and its mother," Mumm-Ra said pushing Willa aside.

Diana screamed as Mumm-Ra entered the hut and clutched her child to her body. "Go away, please!" she said.

"I will go away, but you will be with me," Mumm-Ra assured her, grabbing her by the legs. He dragged her from her bed and sent an energy blast at the handful of warrior maidens pelting him with arrows. Such things couldn’t actually hurt him, but they did serve to annoy him. Once he was airborne, still carrying the woman by the legs, they stopped firing and instead began to shout curses at him.

"Send word to the Thundercats as to what has just happened," Willa said to Lucille, "the man folk can wait." The younger woman nodded and made for Cat’s Lair.

"Ancient Spirits. I have brought you the sacrifice you desire. What shall I do with them?" Mumm-Ra asked, forcing Diana to her knees.

"Throw her and her child into the cauldron. Kill her first, but the infant we want alive. We will raise it ourselves in our evil ways that someday you might gain a new assistant," the Spirits replied.

Diana trembled in fear. She felt pity for the child now resting in Mumm-Ra’s hands. It was to become a creature of evil. A flash of light off to the side warned her that Mumm-Ra had grabbed a jagged knife. "Now, my dear, if you do not struggle, this won’t hurt as much," he cackled maniacally. Like a deer caught in headlights Diana found herself frozen in terror as the knife descended, piercing her heart. Even as the life faded from her she had a vague sensation of being lifted up and submerged in water.

Panthro was on duty when the warrior maiden arrived at Cat’s Lair. He opened the door and had Cheetara escort her to the briefing room. When all were present, except for Tygra who was away on personal business (To find out what Tygra is doing please read Part 1) Lucille told the story of Mumm-Ra’s attack and the capture of Diana and her child. "That’s terrible. Of course we’ll help," Cheetara said.

"Maybe the Sword of Omens can tell us something about what’s happening," Lion-O said, drawing the legendary weapon. "Sword of Omens give me sight beyond sight." The scene before Lion-O’s eyes changed, showing him Diana and her ultimate fate. He nearly gagged at the horrendous sight.

"I’m afraid I have some bad news," he said, lowering the sword and sheathing it, "Diana is dead, her child given to the Ancient Spirits for whatever their devices may be." There were gasps all around the table. Lucille broke down in a fit of tears. Cheetara moved immediately to console the young woman.

"We can’t let Mumm-Ra get away with this," Wily Kat said, pounding his fist on the table.

"No, you’re right. His battle is with us, to involve innocent people is intolerable," Lion-O said, "Panthro, Wily Kit, Wily Kat and I will take the Thundertank to the pyramid, we’ll contact the Tower of Omens on the way. Cheetara, I want you to take Lucille back to the warrior maiden village and meet with us there, take the Thunderclaw."

"Thundercats, ho!" the team shouted, rushing off to their vehicles.

"Well, Ancient Spirits? Where is this new power you promised me?" Mumm-Ra asked.

"You dare question us? You are most fortunate that we are forgiving. Since you want power so badly here it is!" the Spirits intoned, sending rays of energy flooding into Mumm-Ra. Instantly he grew larger than before, and felt powers he’d never had, emerging. "There. Now you have no excuse for failing us again!" the Spirits said. Mumm-Ra cackled and soared from the pyramid once more, searching for Thundercats.

The Thunderstrike flew fast and hard toward Mumm-Ra’s pyramid at a slightly different angle than that of the Thundertank. It was enough though for Mumm-Ra to see it but not the tank. Enjoying the looks of fear plastered on Bengali and Pumyra’s faces he aimed to collide with the vessel. His body became harder than diamond and crashed through the cockpit, narrowly avoiding the two stunned Thundercats inside.

"How’d he do that?" Pumyra asked she ran for their parachutes.

"I don’t know, but we’ve got to warn Lion-O before it’s too late," Bengali said, trying to get the radio to work.

"We’re running out of time. We’re losing altitude," Pumyra said thrusting a parachute at her companion.

"Damn, you’re right. The radio’s not working anyway. Let’s get out of here," Bengali said, putting the parachute on. Soon the pair were drifting down toward the trees.

"Lion-O, look!" Wily Kit said, indicating the Thunderstrike’s descent.

"What do you suppose is making it crash?" Wily Kat asked.

"I don’t know, but we’d better find out if Bengali and Pumyra are all right," Lion-O replied.

"I’m already on it," Panthro said, turning the Thundertank on an intercept course.

Bengali felt so helpless as the trees grew larger below him. In the distance he could still see Mumm-Ra. He could only hope that the demon priest wouldn’t turn and finish them off. Just in case, though, he readied his hammer.

Mumm-Ra had indeed thought about picking off the two escaping Thundercats, but had long determined that with the Thundercats out of Cat’s Lair and the Tower of Omens, that it might be worthwhile destroying these two buildings. He could always take care of the Thundercats at a later time.

"Snarf to Thundercats, come in Thundercats. Mumm-Ra’s heading for the Lair. I need help, snarf, snarf," Snarf shouted into the radio. "Oh I hope somebody gets here in time. I’m not very good with these Cat’s eye turrets, snarf, snarf." He got Mumm-Ra in the targeting retinal and began pressing the firing button, hoping for the best.

Mumm-Ra flinched as the first beam connected with him and was pleasantly surprised when it just rolled off him. He let out an evil laugh. With their biggest weapon out of commission he could waltz in and destroy the Lair at will. He felt something tickling his back. "What’s this?" he asked, turning.

"Surrender now Mumm-Ra or face the wrath of Cheetara!" the female Thundercat said. Mumm-Ra reached down inside of him and called forth lightning to strike the Thunderclaw. He grabbed Cheetara before she fell and incased her in a spider thread like substance. With his cocooned prisoner in tow he burst through one of the eyes of the Lair and found Snarf backing away quickly. "Not so fast cat!" Mumm-Ra said, incasing Snarf too in the threads. He flew back outside with his two captives and began systematically sending energy blasts into the Lair’s body. He ripped off the head for a final touch.

Lion-O heard the Sword of Omens go off even as Mumm-Ra was making his attack on the Lair. "There’s trouble. Better see what it is. Sword of Omens, give me sight beyond sight," he said, holding aloft his magic sword. "Great Jaga! Cheetara! Snarf! Mumm-Ra’s got them and is destroying the Lair. We have to get back!"

"What about the Thunderstrike?" Panthro asked.

"Wily Kit and Wily Kat, I want you two to check it out. Panthro, Black Claw and I will go to the Lair," Lion-O replied.

"Snarfer. Is that what I think it is?" Lynx-O asked, indicating a blip on the monitors.

"Yes sir. That sure looks like Mumm-Ra heading this way, snarfer, snarfer," the red and yellow cat replied.

"In that case we’d better contact the Thundercats. Lion-O, do you read me? This is the Tower of Omens. Mumm-Ra is heading this way, faster than we’d ever expected," Lynx-O said into the microphone.

Mumm-Ra indeed was speeding along. The Tower was in his sights and the two people inside would soon be added to his collection. Blasts of fire shot from his eyes and spread around the Tower’s windows. At the very least this would frighten those inside. His second attack, a powerful burst of water that shattered the windows of the Tower.

"Run Snarfer. Get to the Feliner before it’s too late!" cried Lynx-O, making for the door as well. Mumm-Ra proved to be the quicker and grabbed the pair by the scruff of the neck, before propelling them against the wall. "Run if you can, Thundercats, I will always catch you!" Mumm-Ra said, binding them like their companions. With these two new prisoners he flew out of the Tower of Omens and pushed it over.

Once more Lion-O’s Sword of Omens rang out, alerting him that his friends were in danger. He witnessed the destruction of the Tower and the capture of Lynx-O and Snarfer. "Mumm-Ra has grown in power," he said to Panthro, "somehow we must defeat him."

"But how? If he can level the Tower of Omens and Cat’s Lair, what can we do?" Panthro asked.

"Lion-O! Yes Mumm-Ra has grown in stature, but there is always a way to defeat any person. You must cut off his power at its source," said the ghostly voice of Jaga. Lion-O nodded, it made sense.

"We’ve got to prevent the Ancient Spirits of Evil from giving Mumm-Ra their power, and I think I know how to do it. Luckily Mumm-Ra is far away from his pyramid, while Wily Kit and Wily Kat are almost on it. With luck on our side we may yet win this day," Lion-O said, picking up the radio.

"No problem Lion-O. Bengali and Pumyra jumped clear of the Thunderstrike and are joining us at Mumm-Ra’s pyramid," Wily Kit said.

"Before you know it, Mumm-Ra will be back to his manageable self," Wily Kat added.

"Don’t get too confident Wily Kat. The task ahead of you isn’t going to be easy. Having Bengali and Pumyra there with you will help, but there’s still a high amount of danger involved," Black Claw said.

"I understand," Wily Kat said.

"Now, they’ll need a diversion to keep Mumm-Ra away from his pyramid. We may only buy them a minute of time, but they’ll need all they can get," Lion-O said.

Mumm-Ra deposited the four prisoners inside an abandoned cave that was on the way. He’d spied the Thundertank in the distance and didn’t want the prisoners hampering him at all, although the way the past couple of fights had gone he doubted that such a thing was possible. Soon, the Thundercats would be no more.

The Thundertank rumbled closer and closer to where Mumm-Ra waited. As it did so the demon priest struck the ground with enough force to cause it to split. The Thundertank was caught in the middle. "Look out Panthro!" Lion-O shouted, as the pair jumped clear of the tank. It sank into the ground half way. "You’ll pay for that Mumm-Ra!" Panthro shouted, charging forward. "Go ahead, Thundercat. Take your best shot, for it shall be the only shot you get against Mumm-Ra!" Mumm-Ra said.

"No, Panthro! Get out of the way. Let the Sword of Omens take care of him!" Lion-O said, readying the sword.

"It’s okay. I’m not afraid of Mumm-Ra!" Panthro said, plowing into Mumm-Ra.

Lion-O winced as Panthro bounced off Mumm-Ra’s diamond hard body. What was even more distressing was that it appeared as though Mumm-Ra had not felt the blow, he hadn’t even staggered. "Ho!" Lion-O shouted, the Sword of Omens extending to its full length. A burst of energy shot from the sword and slammed into Mumm-Ra’s chest. This he had felt. While it hadn’t hurt him much, it had done enough to draw the evil doer’s full attention.

Getting into Mumm-Ra’s pyramid wasn’t difficult. Getting out alive was usually where one ran into problems. The plan was simple, in theory. Destroy the statues that were channels of the Ancient Spirits’ powers. "How many of these things do you think we have to destroy?" Wily Kat asked.

"I say we go for them all. The more we take down, the better," Bengali replied.

"Everyone take a statue," said Pumyra heading for the one furthest from her. The Thunderkittens and Pumyra emptied their bags of explosive pellets around the statues while Bengali struck the base of the fourth with his hammer.

"Come on Bengali. Ours are ready to go. All we’re waiting for is for you to finish," Wily Kit said.

"Don’t worry. I’m almost done. These things can’t be rushed. Already there’s a huge crack up the side of this statue," Bengali replied.

Mumm-Ra stumbled as though something had hit him. What was happening? He felt weaker, not much weaker, but nonetheless he could feel it. Something must be happening to the Ancient Spirits. He had to get back to the pyramid.

"There. Done. Ignite your pellets now!" shouted Bengali running as his statue began to crumble. The three standing by the door had saved one pellet each to set off the others. They threw this pellet now. There was a massive explosion as each of the statues began to fall and shatter on the ground. The Thundercats began running for their lives out the door.

Mumm-Ra had just leapt into the air when he felt his remaining power leaving him. He had to land quickly before he reverted to his mummified self. The Thundercats wouldn’t go after him. They had other things to worry about. He could only hope that the Ancient Spirits would be able to grant him more power, soon. "There will be a next time!" he shouted back.

Finding Cheetara, Lynx-O and the Snarfs was easy work thanks to the Sword of Omens. But ahead of them lay the monumental task of rebuilding the Tower of Omens, Cat’s Lair, the Thunderclaw and the Thunderstrike. The Thundertank had seen better days but was easily pulled free of its resting place in the ground. They were just enlisting the Berbils for help when Lion-O once more heard the Sword of Omens go off. Using its sight beyond sight abilities, the Lord of the Thundercats was able to witness Tygra’s capture by the Lunataks and him being brought to Mumm-Ra’s pyramid. "I guess the repairs will have to wait, unless you want to do them while we’re gone," Lion-O said.

"We don’t mind, after you helped us rebuild our home, the least we can do is return the favor," Robear Bill said.

"Good. Then Thundercats, we’ve got a friend to rescue," Lion-O said.

Mumm-Ra entered his pyramid and was dismayed to see the destruction caused by the Thunderkittens, Bengali and Pumyra. "What has happened here?" he asked no one in particular.

"Our masters were beaten, Mumm-Ra," a voice hissed.

"Who are you?" Mumm-Ra demanded.

"Remember the child you placed in the cauldron? The Ancient Spirits sent that child elsewhere. It aged, learned the ways of the Ancients, and became a deadly killing machine," the voice replied.

"And do you have a name?" Mumm-Ra asked.

"I do. Vampi-Ra," came the reply. At that moment three more figures entered Mumm-Ra’s black pyramid.

"I like what you’ve done to the place," Alluro whistled.

"It is most unique," Knave added.

"What brings you here?" Mumm-Ra asked.

"We’ve come bearing a gift. One Thundercat," Knave replied.

"Excellent. I have just the use for him," Vampi-Ra said, "He will join our unholy army of the living dead!"

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