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I can't believe we found an airship in Soul Sever's lair.
I'd say we've done a pretty good job putting this hunk of junk back together again.
You two decide on a name yet?
Sure did.
Say hello to the Feliner.
Hard to believe It's gonna take us up there
past the clouds to where the Book of Omens says the third stone is.
Believe it. You're the one who got us here.
I've got her humming now. Who wants to take her for a spin?
You sure you know how To fly this thing, Panthro?
If she's anything like the Thundertank, you've got nothing to worry about.
Just gonna take her up nice and easy.
OK, so it isn't anything like the Thundertank.
Are we really that high up?
Don't tell me you're scared of heights.
I didn't know it till just now.
We're gonna die.
We're too cute to die.
There we go.
Nothing to it.
And you took flying lessons when?
Just feels natural.
No wonder your ancestors were pilots.
Guys, you got to see this.
It's breathtaking.
There's Dog City. I think I see the Elephant Village
And the enchanted forest. It's the fishman oasis.
Panthro, you're missing this.
See fine from here.
Third Earth looks so small from up here.
All the different nations look like a unified whole.
Maybe one day.
Let's see what's on the other side of those clouds.
Take us up, Tygra.
A city in the sky.
We're under attack.
No. Those were warning shots.
Unidentified craft, we will escort you to a landing.
Failure to comply would be unwise.
Be ready for anything.
I am Vultaire, Prefect of Avista City.
And I am Lion-O, Lord of the Thundercats.
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 at dinner.
We'd be honored.
Did he say limitations?
This is truly a city of wonder, Vultaire.
As you can see, in Avista, technology provides for our every need.
Now enjoy a sampling of our finest cuisine.
Now you kids mind your manners.
Eat whatever's put on your plate.
Millet seed casserole,
larvae of bark crawler,
beetles on the half shell,
and the main course,
Rodentia tartar.
Good thing we packed our own lunch.
You got anything else in there?
Eat whatever's put on your plate.
Stupid magic bag.
Everything looks so fresh.
Enough with formalities, Lion-O. We came here for a reason.
A cat dispensing with manners.
Shocking.
Please illuminate me as to what you seek in our rarefied air.
Wisdom? Culture? Elegance?
We know you possess a Power Stone.
We need it.
Is that all?
An evil has fallen over Third Earth.
Mumm-Ra the ever-living.
That is hardly our concern.
Up here, we are quite literally above it all.
We already have the War and Spirit Stones,
but only the 4 stones united will save Third Earth From Mumm-Ra.
For centuries, we've looked down
and watched the cats rule through your War Stone.
Seen you pit nations against each other so they might never rise against you.
And now you tell me giving you our stone is the key to peace?
I think we'll hold on to it, thank you very much.
And if Mumm-Ra attacks you?
While I'm sure he poses a grave threat to the cats,
remember, we are superior to you in every way,
and that is why the birds will always own the skies.
That's it.
I've had enough of your condescending attitude.
I bet you that stone that I can fly one of those things better than any of you.
He's only been a pilot for a few hours, and it's kind of gone to his head.
Indeed. Why would we bother?
Because if I lose,
you get both of our stones.
What? No. He doesn't speak for us.
Alas, on Avista,
a challenge may not be withdrawn, only refused.
We accept.
In fact, as Prefect, I feel obligated to take on the challenge myself.
For your sake, We'll keep the rules simple.
The one who finishes with the most rings wins.
You can count, I assume.
Shut your beak and fly.
Indeed. Then let the challenge commence.
That looks fast.
I assume you are a cat of your word.
When your brother loses, I expect the other stones.
He won't lose.
You better not lose.
Don't worry. He won't.
Come on, don't quit on me now.
Now we're talking.
They're tied.
There's one ring left.
- He did it. - Of course he did.
Nice flying, bro.
A barbaric violation, and you dented my ship.
You set the rules.
The one who finishes with the most rings wins.
We'll be taking the stone now.
You'll be lucky to leave with your lives.
This agreement is void. You forfeit your wager.
You made a deal.
Escort our guests to their quarters under heavy guard.
I want them gone at daybreak.
I can't believe that flying rodent.
At least we didn't lose the 2 stones we have.
That's something, isn't it?
We're so close.
I say if they won't give it to us, then we take it.
Isn't that, I don't know, kind of stealing?
And kind of stealing is still stealing.
We have some experience with the whole kind of thing.
Well, it's kind of moot.
That hall's packed with armed guards.
Who says we have to use the hall?
I say we use the hall.
I'm not going out there.
Who needs the birds' permission when the book will take us right to the stone?
Orders, my King?
Thundercats?
Oh, no! Don't you say it.
Do not say what I think you're gonna say, Lion-O!
Couldn't we just fight the blasted guards instead?
Kit, Kat, get to the Feliner with Snarf. We'll be along soon.
Book says that way.
Then let's go. We're wasting...
I don't feel so good.
Gotcha.
The book says the stone is right ahead.
I can't get the door open.
A state-of-the-art security system.
Without pass codes, we don't pass.
We're going to let a door stop us?
Where's she going?
Who knows? But I'll bet she brings back trouble.
The cats have escaped their quarters.
Double our patrols. They're around here somewhere.
What are we going to do?
We can't fight the whole city. We've got to get help, a lot of it.
- What is he doing? - Creating a distraction.
There's one of them now.
Don't let him get away.
Now how are we gonna get out of here?
We can't fly the Feliner.
Since when have we needed a ship to fly?
You're coming with me.
Maybe we should get off this city before they throw us off.
Pumyra, what are you doing?
We need pass codes?
Well, this is our pass code.
You're all a bunch of savages.
Now, you being so refined and all,
you do know how to open a door for a lady?
It would be my pleasure.
Incredible.
You call us snobs... Yet the cats have always looked down on others,
taking whatever they wished.
That's how cats were, but I've been working to change that.
- By stealing our stone? - We're borrowing it.
Once the stones are united, we'll be able to take down Mumm-Ra.
Did your feral minds ever stop to ask why
the stones were scattered in the first place?
We just figured they were, you know, lost.
Not lost, separated by our ancestors.
Thousands of years ago, after Mumm-Ra's ship crashed,
his animal servants were freed to inhabit Third Earth.
The question remained,
what to do with the 4 Stones of Power?
They were deemed too powerful for any one species to possess,
So it was decided each would be given to an animal race that would protect it,
meaning the strong would get stronger, and the weak...
well, we know what became of them.
The cats, of course, chose to keep the War Stone.
And the birds took the Tech Stone.
While the other animals feared and shunned Mumm-Ra's technology,
We Avistans embraced the Tech Stone's power
and built all that you see here.
Let's unhook this thing and get out of here.
I'm afraid you can't take the stone.
You don't get it. We're not asking anymore.
And again, you fail to grasp simple concepts.
The Tech Stone generates anti-gravity emissions that keep the entire city afloat.
You mean if we take it...
It'll only be moments before this whole place crashes to the ground like a rock.
We can't.
But we have to for our people.
Mumm-Ra sacrificed a whole galaxy to get what he wanted.
I won't do the same.
If you won't make the tough choices, I will.
Oop. Did I forget to disarm the electric shield?
Now, Horace, take this trash
and throw them off this city.