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What Lies Above, Part 1 is the twenty fifth episode of ThunderCats (2011 TV series).


The ThunderCats manage to salvage a flying vessel they found at the Soul Sever's lair, dubbing the new craft the Feliner. It will take them up where they need to go. Panthro is confident he can fly it, until in the air he realizes something he never knew before: he is afraid of heights!

Luckily, piloting is in Tygra's blood and he's able to save them from certain disaster after Panthro panics. Seeing Third Earth from above makes Lion-O think again about unifying the kingdoms of Third Earth.

They finally get above the clouds and find the city of Avista. It is populated by a group of arrogant bird creatures, the Prefect of which is named Vultaire. After some formalities, the Cats finally let the birds know what they came for and promptly get laughed at. Even after explaining that Mumm-Ra might come after them (and the stone), and that collecting the all four stones is Third Earth's only hope, Vultaire remains unmoved from "not his problem". So Tygra proposes a bold challenge: if the cats win, they will take the third stone, but if the birds win, they will take the War Stone and the Spirit Stone both. The challenge is who can pilot a ship better, something at which Vultaire is sure he can best a mere cat.

Despite Tygra getting a clunker of ship compared to Vultaire's, and Vultaire pulling some dirty tricks, Tygra wins! But Vultaire reneges on his bargain and has the group of ThunderCats arrested, planning to get rid of them by morning. With Pumyra's help, the group escapes their quarters only to have Panthro, whose fear of heights got the best of him, tumble off the side of the building. Tygra and Lion-O manage to save him, and the group (without kittens and Snarf, who were sent back to the Feliner) tries to find the stone they feel they have won fair and square.

They find the chamber where the Book of Omens points to and where the stone is held, but are stymied by a pass code entry console. Pumyra has a solution, bringing back Vultaire by force to let them in. He obliges, but the Cats and he have a confrontation in the Tech Stone chamber - he accuses the cats of once again taking whatever they want like always.

He also tells them that the stones were separated for a reason and that it's a mistake to unite them. Lastly, the stone's power is what holds up the city in the sky, and if they take the stone, the city will crash to the ground. Lion-O can't bring himself to do what Mumm-Ra did to get what he wants (sacrifice others), so he backs down. But Pumyra has none of it - she goes for the stone, and gets zapped by the electric shield Vultaire "forgot" to disarm. Alarm starts blaring, other birds rush in to surround the Cats.



  • The opening scenes are reminiscent of Star Wars: The Empire Strikes Back where Leia, Han, and Chewbacca visit Lando in Cloud City.
  • Panthro learns for the first time that he's acrophobic (afraid of heights).


(As the Feliner flies toward a mountain.)
Pumyra: We're gonna die!
Wilykat & Wilykit: We're too cute to die!

Cheetara: Panthro you're missing this!
Panthro: (Eyes shut tight) See fine from here.

Vultaire: It is our pleasure to welcome you to our home. Any cats who manage to make it up here, despite their limitations, are to be our guests during dinner.

Vultaire: A cat dispensing with manners. Shocking. Please illuminate me as to what you seek in our rarefied air. Wisdom? Culture? Elegance?

Lion-O: ThunderCats...
Panthro: Oh no, don't you say it, do not you say what I think you're gonna say Lion-O!
Lion-O: Ho.
Panthro: (Grunts)