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1
00:00:22,690 --> 00:00:26,490
I can't believe we found
an airship in Soul Sever's lair.
2
00:00:36,200 --> 00:00:38,030
I'd say we've done
a pretty good job...
3
00:00:38,200 --> 00:00:41,000
putting his hunk of junk
back together again.
4
00:00:42,740 --> 00:00:44,540
You two decide on a name yet?
5
00:00:44,910 --> 00:00:46,210
Sure did.
6
00:00:46,380 --> 00:00:49,040
Say hello to the Feliner.
7
00:00:50,510 --> 00:00:52,550
Hard to believe
it's gonna take us up there.
8
00:00:52,720 --> 00:00:56,450
Past the clouds, to where the Book
of Omens says the third stone is.
9
00:01:00,560 --> 00:01:03,930
Believe it. You're the one
who got us here.
10
00:01:09,630 --> 00:01:12,970
I've got her humming now.
Who wants to take her for a spin?
11
00:01:13,140 --> 00:01:16,160
You sure you know how
to fly this thing, Panthro?
12
00:01:16,340 --> 00:01:20,140
If she's anything like the ThunderTank,
you've got nothing to worry about.
13
00:01:21,110 --> 00:01:24,140
Just gonna take her up
nice and easy.
14
00:01:35,660 --> 00:01:39,430
Okay, so it isn't
anything like the ThunderTank.
15
00:01:43,270 --> 00:01:45,330
Are we really that high up? Ha!
16
00:01:45,970 --> 00:01:47,800
Don't tell me
you're scared of heights.
17
00:01:47,970 --> 00:01:50,440
I didn't know until just now.
18
00:01:58,350 --> 00:02:00,210
We're gonna die.
19
00:02:00,380 --> 00:02:02,680
- We're too cute to die.
- We're too cute to die.
20
00:02:18,900 --> 00:02:20,340
Huh?
21
00:02:23,510 --> 00:02:26,240
- There we go.
- Uh... Huh? Huh?
22
00:02:26,410 --> 00:02:28,340
Nothing to it.
23
00:02:29,850 --> 00:02:33,210
And you took flying
lessons when?
24
00:02:34,020 --> 00:02:36,710
- Just feels natural.
- Uhn.
25
00:02:36,890 --> 00:02:39,980
No wonder your ancestors
were pilots.
26
00:02:43,930 --> 00:02:46,490
Guys, you gotta see this.
27
00:02:46,960 --> 00:02:49,990
It's breathtaking.
28
00:02:51,300 --> 00:02:52,530
There's Dog City.
29
00:02:52,700 --> 00:02:54,600
I think I see
the Elephant Village.
30
00:02:54,770 --> 00:02:56,300
And the Enchanted Forest.
31
00:02:56,470 --> 00:02:59,000
It's the Fishmen Oasis.
32
00:02:59,180 --> 00:03:02,630
Panthro.
You're missing this.
33
00:03:02,980 --> 00:03:05,010
See fine from here.
34
00:03:06,450 --> 00:03:08,920
Third Earth looks so small
from up here.
35
00:03:09,090 --> 00:03:12,020
All the different nations
look like a unified whole.
36
00:03:12,760 --> 00:03:14,690
Maybe one day.
37
00:03:15,390 --> 00:03:17,760
Let's see what's on the other side
of those clouds.
38
00:03:17,930 --> 00:03:19,760
Take us up, Tygra.
39
00:03:58,670 --> 00:04:02,070
A city in the sky.
40
00:04:06,340 --> 00:04:08,170
We're under attack.
41
00:04:08,340 --> 00:04:11,010
No, those were warning shots.
42
00:04:15,590 --> 00:04:19,750
Unidentified craft,
we will escort you to a landing.
43
00:04:19,920 --> 00:04:22,260
Failure to comply
would be unwise.
44
00:04:40,510 --> 00:04:42,640
Be ready for anything.
45
00:04:55,760 --> 00:04:59,200
Look, Horus.
Flying cats. How quaint.
46
00:05:00,460 --> 00:05:01,990
But I forget my manners.
47
00:05:02,170 --> 00:05:04,630
We so rarely
get visitors up here.
48
00:05:04,800 --> 00:05:08,470
I am Vultaire,
prefect of Avista City.
49
00:05:09,210 --> 00:05:12,200
And I am Lion-O,
lord of the Thundercats.
50
00:05:12,580 --> 00:05:15,310
It is our pleasure
to welcome you to our home.
51
00:05:15,480 --> 00:05:19,680
Any cats who manage to make it
up here despite their limitations...
52
00:05:19,850 --> 00:05:21,720
are to be our guests at dinner.
53
00:05:22,490 --> 00:05:23,980
We'd be honored.
54
00:05:24,520 --> 00:05:27,460
Did he say limitations?
55
00:05:51,180 --> 00:05:53,910
This is truly
a city of wonder, Vultaire.
56
00:05:54,080 --> 00:05:58,520
As you can see, in Avista,
technology provides for our every need.
57
00:05:59,120 --> 00:06:01,750
Now enjoy a sampling
of our finest cuisine.
58
00:06:02,460 --> 00:06:04,320
Now, you kids mind your manners.
59
00:06:04,490 --> 00:06:06,720
Eat whatever's
put on your plate.
60
00:06:06,900 --> 00:06:08,830
Millet seed casserole.
61
00:06:09,000 --> 00:06:11,590
Larvae of bark-crawler.
62
00:06:11,770 --> 00:06:13,790
Beetles on the half-shell.
63
00:06:13,970 --> 00:06:18,500
And the main course,
rodentia tartar.
64
00:06:19,680 --> 00:06:22,270
Good thing we packed
our own lunch.
65
00:06:22,810 --> 00:06:24,750
- Rankinbass.
- Rankinbass.
66
00:06:33,120 --> 00:06:35,020
You got anything else in there?
67
00:06:35,190 --> 00:06:37,660
Eat whatever's put
on your plate.
68
00:06:38,830 --> 00:06:41,960
Stupid magic bag.
69
00:06:45,570 --> 00:06:48,540
Everything looks so fresh.
70
00:06:48,700 --> 00:06:50,610
Enough with formalities, Lion-O.
71
00:06:50,770 --> 00:06:52,800
We came here for a reason.
72
00:06:53,410 --> 00:06:57,140
A cat dispensing
with manners. Shocking.
73
00:06:57,310 --> 00:07:01,080
Please illuminate me as to what
you seek in our rarified air.
74
00:07:01,250 --> 00:07:04,950
Wisdom? Culture? Elegance?
75
00:07:05,120 --> 00:07:07,320
We know you possess
a Power Stone.
76
00:07:07,490 --> 00:07:08,920
We need it.
77
00:07:16,000 --> 00:07:17,160
Is that all?
78
00:07:17,730 --> 00:07:20,360
An evil has fallen over Third Earth.
79
00:07:20,540 --> 00:07:23,100
Mumm-Ra, the ever-living.
80
00:07:23,570 --> 00:07:25,940
That is hardly
our concern up here.
81
00:07:26,110 --> 00:07:28,770
We're quite literally
above it all.
82
00:07:29,150 --> 00:07:31,810
We already have
the War and Spirit Stones.
83
00:07:31,980 --> 00:07:36,280
But only the four stones united
will save Third Earth from Mumm-Ra.
84
00:07:39,190 --> 00:07:40,910
For centuries
we've looked down...
85
00:07:40,990 --> 00:07:43,820
watched the cats rule
through your War Stone...
86
00:07:43,990 --> 00:07:47,790
seeing you pit nations against each other
so they might never rise against you.
87
00:07:47,960 --> 00:07:52,300
And now you tell me giving you
our stone is the key to peace?
88
00:07:53,300 --> 00:07:55,790
I think we'll hold on to it,
thank you very much.
89
00:07:55,970 --> 00:07:58,030
And if Mumm-Ra attacks you?
90
00:07:58,570 --> 00:08:01,670
While I'm sure he poses
a grave threat to the cats...
91
00:08:01,840 --> 00:08:05,040
remember we are superior
to you in every way.
92
00:08:05,210 --> 00:08:09,080
And that is why the birds
will always own the skies.
93
00:08:09,720 --> 00:08:10,850
That's it.
94
00:08:11,590 --> 00:08:13,850
I've had enough of your
condescending attitude.
95
00:08:14,020 --> 00:08:17,860
I bet you that stone that I can fly one
of those things better than any of you.
96
00:08:21,260 --> 00:08:25,860
He's only been a pilot for a few hours
and it's kind of gone to his head.
97
00:08:26,040 --> 00:08:28,870
Indeed. Why would we bother?
98
00:08:29,370 --> 00:08:33,400
Because if I lose,
you get both of our stones.
99
00:08:33,580 --> 00:08:35,040
What? No.
100
00:08:35,210 --> 00:08:36,610
He doesn't speak for us.
101
00:08:37,110 --> 00:08:41,710
Alas, on Avista, a challenge may
not be withdrawn, only refused.
102
00:08:41,880 --> 00:08:43,010
We accept.
103
00:08:43,190 --> 00:08:49,020
In fact, as prefect, I feel obligated
to take on the challenge myself.
104
00:08:58,440 --> 00:09:01,700
For your sake
we'll keep the rules simple.
105
00:09:03,070 --> 00:09:06,040
The one who finishes
with the most rings wins.
106
00:09:11,210 --> 00:09:13,050
You can count, I assume.
107
00:09:13,220 --> 00:09:15,380
Shut your beak and fly.
108
00:09:15,550 --> 00:09:16,780
Indeed.
109
00:09:16,950 --> 00:09:19,250
Then let the challenge commence.
110
00:09:22,460 --> 00:09:24,290
That looks fast.
111
00:09:24,460 --> 00:09:26,930
I assume you are
a cat of your word.
112
00:09:27,100 --> 00:09:30,300
When your brother loses,
I expect the other stones.
113
00:09:32,200 --> 00:09:34,360
He won't lose.
114
00:09:37,570 --> 00:09:39,100
You better not lose.
115
00:09:39,280 --> 00:09:41,580
Don't worry, he won't.
116
00:10:30,390 --> 00:10:32,620
Come on.
Don't quit on me now.
117
00:10:42,040 --> 00:10:45,070
Now we're talking.
Whoo-hoo-hoo!
118
00:11:00,660 --> 00:11:02,990
- Go, go, go.
- Yeah!
119
00:11:28,120 --> 00:11:29,210
They're tied.
120
00:11:30,220 --> 00:11:32,210
And one ring left.
121
00:11:53,840 --> 00:11:55,110
He did it.
122
00:11:55,280 --> 00:11:56,800
Of course he did.
123
00:12:06,760 --> 00:12:08,950
Nice flying, bro.
124
00:12:11,600 --> 00:12:13,330
A barbaric violation.
125
00:12:13,500 --> 00:12:15,260
And you dented my ship.
126
00:12:15,430 --> 00:12:17,060
You set the rules.
127
00:12:17,230 --> 00:12:19,930
The one who finishes
with the most rings wins.
128
00:12:20,100 --> 00:12:21,770
We'll be taking the stone now.
129
00:12:22,140 --> 00:12:24,840
Hah! You'll be lucky
to leave with your lives.
130
00:12:25,010 --> 00:12:28,240
This agreement is void.
You forfeit your wager.
131
00:12:28,680 --> 00:12:30,270
You made a deal.
132
00:12:30,450 --> 00:12:33,880
Escort our guests
to their quarters.
133
00:12:34,050 --> 00:12:36,250
Under heavy guard.
134
00:12:43,830 --> 00:12:46,520
I want them gone at daybreak.
135
00:12:51,070 --> 00:12:53,970
I can't believe
that flying rodent.
136
00:12:54,270 --> 00:12:56,640
At least we didn't lose
the two stones we have.
137
00:12:57,070 --> 00:12:59,340
That's something, isn't it?
138
00:13:04,450 --> 00:13:06,610
We're so close.
139
00:13:07,720 --> 00:13:10,650
I say if they won't give it to us,
then we take it.
140
00:13:11,120 --> 00:13:14,290
Isn't that,
I don't know, kind of stealing?
141
00:13:14,460 --> 00:13:17,220
And kind of stealing
is still stealing.
142
00:13:17,390 --> 00:13:19,920
We have some experience
with the whole "kind of" thing.
143
00:13:20,100 --> 00:13:21,590
Well, it's kind of moot.
144
00:13:21,770 --> 00:13:24,330
That hall's packed
with armed guards.
145
00:13:24,900 --> 00:13:27,630
Who says we have
to use the hall?
146
00:13:35,150 --> 00:13:37,980
I say we use the hall.
I'm not going out there.
147
00:13:38,150 --> 00:13:43,090
Who needs the birds' permission when
the book will take us right to the stone?
148
00:13:44,250 --> 00:13:46,490
Orders, my king?
149
00:13:49,360 --> 00:13:50,520
Reow.
150
00:13:50,690 --> 00:13:51,720
Thundercats...
151
00:13:51,900 --> 00:13:53,060
Oh, no. Don't you say it.
152
00:13:53,230 --> 00:13:56,220
Do not say what I think
you're going to say, Lion-O.
153
00:13:57,300 --> 00:13:58,670
Ho!
154
00:14:11,780 --> 00:14:15,080
Hm-hm. Couldn't we just fight
the blasted guards instead?
155
00:14:20,120 --> 00:14:21,680
Kit, Kat.
156
00:14:21,860 --> 00:14:23,550
Get to the Feliner with Snarf.
157
00:14:23,730 --> 00:14:25,790
We'll be along soon.
158
00:14:52,960 --> 00:14:54,860
Book says that way.
159
00:14:55,020 --> 00:14:56,490
Then let's go.
We're wasting...
160
00:15:02,670 --> 00:15:04,260
I don't feel so good.
161
00:15:10,940 --> 00:15:13,030
Panthro!
162
00:15:37,670 --> 00:15:39,000
- Got you.
- Got you.
163
00:15:49,950 --> 00:15:51,920
Uhn. Whew.
164
00:15:55,320 --> 00:15:58,020
The Book says
the stone is right ahead.
165
00:16:00,830 --> 00:16:02,520
I can't get the door open.
166
00:16:06,100 --> 00:16:08,030
A state-of-the-art
security system.
167
00:16:08,200 --> 00:16:11,100
Without passcodes we don't pass.
168
00:16:11,270 --> 00:16:13,790
We're going to let
a door stop us?
169
00:16:19,980 --> 00:16:21,710
Where's she going?
170
00:16:21,880 --> 00:16:23,180
Who knows?
171
00:16:23,350 --> 00:16:25,940
But I'll bet
she brings back trouble.
172
00:16:32,360 --> 00:16:35,120
The cats have escaped
their quarters.
173
00:16:35,290 --> 00:16:36,390
Double our patrols.
174
00:16:36,560 --> 00:16:38,320
They're around here somewhere.
175
00:16:38,500 --> 00:16:40,090
What are we going to do?
176
00:16:40,260 --> 00:16:41,660
We can't fight the whole city.
177
00:16:41,830 --> 00:16:43,060
We've gotta get help.
178
00:16:43,230 --> 00:16:44,500
A lot of it.
179
00:16:44,670 --> 00:16:46,470
- Snarf.
- Ah.
180
00:16:46,640 --> 00:16:49,840
- What is he doing?
- Creating a distraction.
181
00:16:54,510 --> 00:16:56,910
There's one of them now.
182
00:17:00,990 --> 00:17:02,580
Don't let it get away.
183
00:17:07,830 --> 00:17:09,750
Now how are we going
to get out of here?
184
00:17:09,830 --> 00:17:11,490
We can't fly the Feliner.
185
00:17:11,660 --> 00:17:15,060
Since when
have we needed a ship to fly?
186
00:17:57,470 --> 00:18:00,140
You're coming with me.
187
00:18:04,210 --> 00:18:07,210
Maybe we should get off this city
before they throw us off.
188
00:18:11,490 --> 00:18:14,520
Pumyra, what are you doing?
189
00:18:14,690 --> 00:18:18,990
We need passcodes?
Well, this is our passcode.
190
00:18:19,160 --> 00:18:21,530
You're all a bunch of savages.
191
00:18:21,700 --> 00:18:27,540
Now, you being so refined and all, you
do know how to open a door for a lady.
192
00:18:27,710 --> 00:18:29,610
It would be my pleasure.
193
00:18:52,930 --> 00:18:54,360
Incredible.
194
00:18:54,530 --> 00:18:56,120
You call us snobs...
195
00:18:56,300 --> 00:19:00,360
yet the cats have always looked down
on others, taking whatever they wished.
196
00:19:00,540 --> 00:19:02,230
That's how cats were.
197
00:19:02,410 --> 00:19:04,470
But I've been working
to change that.
198
00:19:04,640 --> 00:19:06,580
By stealing our stone?
199
00:19:06,740 --> 00:19:08,300
We're borrowing it.
200
00:19:08,710 --> 00:19:12,550
Once the stones are united
we'll be able to take down Mumm-Ra.
201
00:19:13,020 --> 00:19:15,150
Did your feral minds
ever stop to ask...
202
00:19:15,320 --> 00:19:17,980
why the stones were
scattered in the first place?
203
00:19:18,290 --> 00:19:21,850
Um... We just figured they were,
you know, lost.
204
00:19:22,230 --> 00:19:26,320
Not lost, separated,
by our ancestors.
205
00:19:39,510 --> 00:19:42,540
Thousands of years ago
after Mumm-Ra's ship crashed...
206
00:19:42,710 --> 00:19:45,950
his animal servants were free
to inhabit Third Earth.
207
00:19:46,120 --> 00:19:51,110
But the question remained,
what to do with the four Stones of Power?
208
00:19:55,990 --> 00:19:58,860
They were deemed too powerful
for any one species to possess.
209
00:19:59,600 --> 00:20:03,190
So it was decided each would be given
to an animal race that would protect it.
210
00:20:03,370 --> 00:20:05,170
Meaning the strong
would get stronger.
211
00:20:05,340 --> 00:20:06,360
And the weak...
212
00:20:06,540 --> 00:20:08,630
Well, we know
what became of them.
213
00:20:10,240 --> 00:20:14,110
The cats, of course,
chose to keep the War Stone.
214
00:20:14,280 --> 00:20:17,110
And the birds
took the Tech Stone.
215
00:20:17,280 --> 00:20:20,770
While the other animals feared
and shunned Mumm-Ra's technology...
216
00:20:20,950 --> 00:20:27,260
we Avistans embraced the Tech Stone's
power and built all that you see here.
217
00:20:28,630 --> 00:20:30,620
Let's unhook this thing
and get out of here.
218
00:20:30,790 --> 00:20:33,130
I'm afraid you can't take
the stone.
219
00:20:33,600 --> 00:20:36,400
You don't get it.
We're not asking anymore.
220
00:20:36,800 --> 00:20:40,000
And again, you fail to grasp
simple concepts.
221
00:20:40,170 --> 00:20:44,510
The Tech Stone generates anti-gravity
emissions that keep the entire city afloat.
222
00:20:44,680 --> 00:20:46,510
You mean, if we take it...?
223
00:20:46,680 --> 00:20:51,010
It will only be moments before this whole
place crashes to the ground like a rock.
224
00:20:54,320 --> 00:20:55,510
We can't.
225
00:20:55,950 --> 00:20:57,680
But we have to.
226
00:20:57,860 --> 00:20:59,290
For our people.
227
00:20:59,460 --> 00:21:02,790
Mumm-Ra sacrificed a whole galaxy
to get what he wanted.
228
00:21:02,960 --> 00:21:04,790
I won't do the same.
229
00:21:05,900 --> 00:21:09,420
If you won't make
the tough choices, I will.
230
00:21:09,900 --> 00:21:11,160
Pumyra, no.
231
00:21:21,510 --> 00:21:25,640
Oops. Did I forget to disarm
the electric shield?
232
00:21:39,360 --> 00:21:45,200
Now, Horus, take this trash
and throw them off this city.
17398
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