After Pumyra's stunt to steal the Tech Stone ends in utter failure, the ThunderCats are tossed into an automated trash disposal and set to drop them from Avista.
However, an attack from Mumm-Ra's army allows the Cats to convince Vultaire to reconsider killing them and instead let them help him defend Avista from Mumm-Ra's forces. Panthro and Pumyra operate cannons to shoot down Mumm-Ra's air forces while Tygra aids Vultaire and the Avistan Guards in engaging the enemy in a dogfight before Mumm-Ra arrives and wipes out a bulk of the Avistan Guards.
Vultaire accepts Mumm-Ra's offer to join him while Pumyra takes Lion-O to the chamber to take the Tech Stone. Mumm-Ra arrives and takes out Pumyra before Lion-O engages him in battle. During this time, the stones Lion-O obtained resonates with him and his Gauntlet arm is encased in Armour. The Tech Stone gets loose during the fight, causing the city to fall and as Lion-O and Mumm-Ra scramble to retrieve it. Pumyra picks it up and, in a treacherous turn of events, gives it to Mumm-Ra saying that Lion-O is her King but Mumm-Ra is her Master.
Mumm-Ra then calls Pumyra his beloved as she bends a knee and kisses his hand. The Tech stone boosts his power and armors him. Through a flashback, Lion-O learns that Pumyra was wounded during the fall of Thundera and died watching him, Tygra, and Cheetara leave the kingdom. Her hatred of Lion-O called out to Mumm-Ra and he used the Ancient Spirits of Evil resurrect her to serve as his spy, enabling him to track the ThunderCats' every move.
Even with the aid of the rest of the ThunderCats, Lion-O is unable to defeat Mumm-Ra. However, having gone throughout Third Earth to enlist the aid of four of the groups Lion-O helped during their journey (consisting of the Berbils, the Fishmen, the Elephants, and the Dogs) and storing most of them in the Forever Bag for the trip back to Avista, WilyKat and WilyKit arrive at nick of time and sic their reinforcements on Mumm-Ra and Pumyra.
In the hope that Avista's fall kills everyone, Mumm-Ra and Pumyra retreat with Pumyra promising to kill Lion-O the next time they meet. Panthro steps up to land the city with the result being the Avistans are grateful for the ThunderCats saving them. Cheetara assures the Avistans that the Berbils will get Avista up and running again.
Seeing Lion-O hurt from Pumyra's betrayal, WilyKit once again assumes Cheetara's abandoned role as Cleric, encouraging her King by pointing out that the Animals are uniting under him and reminding him that there is still one stone of power left to find. The season closes with WilyKit presenting Lion-O with his Sword of Omens and the young Lord holding the blade high.
- Ro-Bear Bill
- Ro-Bear Bella
- Ro-Bear Beebo
- Ro-Bear Bob
Cheetara: Is our whole relationship based on saving each other's lives?
Panthro: Can't fly, but I sure can land.
- The only main ally of the ThunderCats to not show up in this episode was Viragor. Others to not show are the Petalars, and Ponzi and Lucy.
- For the first time, Tygra uses the whip his birth father, Javan, gave him in Native Son.
"What Lies Above, Part 1 "
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