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.