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1
00:00:23,690 --> 00:00:27,491
I can't believe we
found an airship in Soul Sever's lair.
2
00:00:37,204 --> 00:00:39,036
I'd say we've done
a pretty good job...
3
00:00:39,206 --> 00:00:42,005
putting his hunk of
junk back together again.
4
00:00:43,744 --> 00:00:45,542
You two decide on a name yet?
5
00:00:45,913 --> 00:00:47,211
Sure did.
6
00:00:47,381 --> 00:00:50,044
Say hello to the Feliner.
7
00:00:51,518 --> 00:00:53,558
LION-O: Hard to believe
it's gonna take us up there.
8
00:00:53,720 --> 00:00:57,452
Past the clouds, to where the Book
of Omens says the third stone is.
9
00:01:01,562 --> 00:01:04,930
Believe it. You're the
one who got us here.
10
00:01:10,637 --> 00:01:13,971
I've got her humming now.
Who wants to take her for a spin?
11
00:01:14,141 --> 00:01:17,168
You sure you know how
to fly this thing, Panthro?
12
00:01:17,344 --> 00:01:21,145
If she's anything like the ThunderTank,
you've got nothing to worry about.
13
00:01:22,115 --> 00:01:25,142
Just gonna take
her up nice and easy.
14
00:01:31,458 --> 00:01:34,053
[THUNDERCATS YELLING]
15
00:01:36,663 --> 00:01:40,430
PANTHRO: Okay, so it isn't
anything like the ThunderTank.
16
00:01:44,271 --> 00:01:46,331
Are we really that high up? Ha!
17
00:01:46,974 --> 00:01:48,806
TYGRA: Don't tell me
you're scared of heights.
18
00:01:48,976 --> 00:01:51,445
I didn't know until just now.
19
00:01:52,846 --> 00:01:54,838
[THUNDERCATS YELLING]
20
00:01:59,353 --> 00:02:01,219
We're gonna die.
21
00:02:01,388 --> 00:02:03,687
- We're too cute to die.
- We're too cute to die.
22
00:02:04,024 --> 00:02:05,458
[WHIMPERING]
23
00:02:12,499 --> 00:02:13,523
[THUNDERCATS SCREAM]
24
00:02:19,906 --> 00:02:21,340
Huh?
25
00:02:24,511 --> 00:02:27,242
TYGRA: There we go.
- Uh... Huh? Huh?
26
00:02:27,414 --> 00:02:29,349
Nothing to it.
27
00:02:30,851 --> 00:02:34,219
And you took flying
lessons when?
28
00:02:35,022 --> 00:02:37,719
- Just feels natural.
PANTHRO: Uhn.
29
00:02:37,891 --> 00:02:40,986
No wonder your
ancestors were pilots.
30
00:02:44,931 --> 00:02:47,491
WILYKAT: Guys,
you gotta see this.
31
00:02:47,968 --> 00:02:50,995
It's breathtaking.
32
00:02:52,305 --> 00:02:53,534
WILYKAT: There's Dog City.
33
00:02:53,707 --> 00:02:55,608
WILYKIT: I think I see
the Elephant Village.
34
00:02:55,776 --> 00:02:57,301
WILYKAT: And the
Enchanted Forest.
35
00:02:57,477 --> 00:03:00,003
WILYKIT: It's the Fishmen Oasis.
36
00:03:00,180 --> 00:03:03,639
Panthro. You're missing this.
37
00:03:03,984 --> 00:03:06,010
See fine from here.
38
00:03:07,454 --> 00:03:09,923
LION-O: Third Earth
looks so small from up here.
39
00:03:10,090 --> 00:03:13,026
All the different nations
look like a unified whole.
40
00:03:13,760 --> 00:03:15,695
Maybe one day.
41
00:03:16,396 --> 00:03:18,763
Let's see what's on the
other side of those clouds.
42
00:03:18,932 --> 00:03:20,764
Take us up, Tygra.
43
00:03:39,152 --> 00:03:41,280
[PANTHRO WHIMPERING]
44
00:03:56,169 --> 00:03:57,660
[THUNDERCATS GASP]
45
00:03:59,673 --> 00:04:03,075
A city in the sky.
46
00:04:05,746 --> 00:04:07,180
[ALARM BLARING]
47
00:04:07,347 --> 00:04:09,179
We're under attack.
48
00:04:09,349 --> 00:04:12,012
No, those were warning shots.
49
00:04:16,590 --> 00:04:20,755
PILOT: Unidentified craft,
we will escort you to a landing.
50
00:04:20,927 --> 00:04:23,260
Failure to comply
would be unwise.
51
00:04:41,515 --> 00:04:43,643
Be ready for anything.
52
00:04:56,763 --> 00:05:00,200
Look, Horis. Flying
cats. How quaint.
53
00:05:01,468 --> 00:05:02,993
But I forget my manners.
54
00:05:03,170 --> 00:05:05,639
We so rarely get
visitors up here.
55
00:05:05,806 --> 00:05:09,470
I am Vultaire,
prefect of Avista City.
56
00:05:10,210 --> 00:05:13,203
And I am Lion-O, lord
of the Thundercats.
57
00:05:13,580 --> 00:05:16,311
It is our pleasure to
welcome you to our home.
58
00:05:16,483 --> 00:05:20,682
Any cats who manage to make it
up here despite their limitations...
59
00:05:20,854 --> 00:05:22,720
are to be our guests at dinner.
60
00:05:23,490 --> 00:05:24,981
We'd be honored.
61
00:05:25,525 --> 00:05:28,461
Did he say limitations?
62
00:05:52,185 --> 00:05:54,916
LION-O: This is truly a
city of wonder, Vultaire.
63
00:05:55,088 --> 00:05:59,526
VULTAIRE: As you can see, in Avista,
technology provides for our every need.
64
00:06:00,126 --> 00:06:02,755
Now enjoy a sampling
of our finest cuisine.
65
00:06:03,463 --> 00:06:05,329
Now, you kids mind your manners.
66
00:06:05,498 --> 00:06:07,729
Eat whatever's
put on your plate.
67
00:06:07,901 --> 00:06:09,836
VULTAIRE: Millet seed casserole.
68
00:06:10,003 --> 00:06:12,598
Larvae of bark-crawler.
69
00:06:12,772 --> 00:06:14,798
Beetles on the half-shell.
70
00:06:14,975 --> 00:06:19,504
And the main
course, rodentia tartar.
71
00:06:20,680 --> 00:06:23,275
Good thing we
packed our own lunch.
72
00:06:23,817 --> 00:06:25,752
- Rankinbass.
- Rankinbass.
73
00:06:29,222 --> 00:06:31,214
[BOTH CHEWING LOUDLY]
74
00:06:34,127 --> 00:06:36,028
You got anything else in there?
75
00:06:36,196 --> 00:06:38,665
Eat whatever's
put on your plate.
76
00:06:39,833 --> 00:06:42,962
Stupid magic bag.
77
00:06:44,871 --> 00:06:46,134
[SWALLOWS THEN GROANS]
78
00:06:46,573 --> 00:06:49,543
Everything looks so fresh.
79
00:06:49,709 --> 00:06:51,610
Enough with formalities, Lion-O.
80
00:06:51,778 --> 00:06:53,804
We came here for a reason.
81
00:06:54,414 --> 00:06:58,146
A cat dispensing with
manners. Shocking.
82
00:06:58,318 --> 00:07:02,085
Please illuminate me as to
what you seek in our rarified air.
83
00:07:02,255 --> 00:07:05,953
Wisdom? Culture? Elegance?
84
00:07:06,126 --> 00:07:08,322
We know you
possess a Power Stone.
85
00:07:08,495 --> 00:07:09,929
We need it.
86
00:07:12,599 --> 00:07:16,832
[ALL LAUGHING]
87
00:07:17,003 --> 00:07:18,164
Is that all?
88
00:07:18,738 --> 00:07:21,367
An evil has fallen
over Third Earth.
89
00:07:21,541 --> 00:07:24,101
Mumm-Ra, the ever-living.
90
00:07:24,577 --> 00:07:26,944
That is hardly our
concern up here.
91
00:07:27,113 --> 00:07:29,776
We're quite
literally above it all.
92
00:07:30,150 --> 00:07:32,813
We already have the
War and Spirit Stones.
93
00:07:32,986 --> 00:07:37,287
But only the four stones united
will save Third Earth from Mumm-Ra.
94
00:07:40,193 --> 00:07:41,913
VULTAIRE: For centuries
we've looked down...
95
00:07:41,995 --> 00:07:44,829
watched the cats rule
through your War Stone...
96
00:07:44,998 --> 00:07:48,799
seeing you pit nations against each
other so they might never rise against you.
97
00:07:48,969 --> 00:07:53,304
And now you tell me giving you
our stone is the key to peace?
98
00:07:54,307 --> 00:07:56,799
I think we'll hold on to
it, thank you very much.
99
00:07:56,977 --> 00:07:59,037
And if Mumm-Ra attacks you?
100
00:07:59,579 --> 00:08:02,674
While I'm sure he poses
a grave threat to the cats...
101
00:08:02,849 --> 00:08:06,047
remember we are
superior to you in every way.
102
00:08:06,219 --> 00:08:10,088
And that is why the birds
will always own the skies.
103
00:08:10,724 --> 00:08:11,851
TYGRA: That's it.
104
00:08:12,592 --> 00:08:14,857
I've had enough of your
condescending attitude.
105
00:08:15,028 --> 00:08:18,863
I bet you that stone that I can fly one
of those things better than any of you.
106
00:08:19,032 --> 00:08:21,831
[ALL LAUGHING]
107
00:08:22,268 --> 00:08:26,865
He's only been a pilot for a few
hours and it's kind of gone to his head.
108
00:08:27,040 --> 00:08:29,874
Indeed. Why would we bother?
109
00:08:30,377 --> 00:08:34,405
Because if I lose, you
get both of our stones.
110
00:08:34,581 --> 00:08:36,049
What? No.
111
00:08:36,216 --> 00:08:37,616
He doesn't speak for us.
112
00:08:38,118 --> 00:08:42,715
Alas, on Avista, a challenge may
not be withdrawn, only refused.
113
00:08:42,889 --> 00:08:44,016
We accept.
114
00:08:44,190 --> 00:08:50,027
In fact, as prefect, I feel obligated
to take on the challenge myself.
115
00:09:00,440 --> 00:09:03,706
For your sake we'll
keep the rules simple.
116
00:09:05,078 --> 00:09:08,048
The one who finishes
with the most rings wins.
117
00:09:13,219 --> 00:09:15,051
You can count, I assume.
118
00:09:15,221 --> 00:09:17,383
Shut your beak and fly.
119
00:09:17,557 --> 00:09:18,786
Indeed.
120
00:09:18,958 --> 00:09:21,257
Then let the challenge commence.
121
00:09:24,464 --> 00:09:26,296
That looks fast.
122
00:09:26,466 --> 00:09:28,935
I assume you are
a cat of your word.
123
00:09:29,102 --> 00:09:32,300
When your brother loses,
I expect the other stones.
124
00:09:34,207 --> 00:09:36,369
He won't lose.
125
00:09:39,579 --> 00:09:41,104
You better not lose.
126
00:09:41,281 --> 00:09:43,580
Don't worry, he won't.
127
00:09:55,762 --> 00:09:59,096
[BEEPING]
128
00:10:08,942 --> 00:10:09,966
[BIRDS CHEERING]
129
00:10:32,398 --> 00:10:34,629
TYGRA: Come on.
Don't quit on me now.
130
00:10:40,473 --> 00:10:42,135
[GRUNTING]
131
00:10:44,043 --> 00:10:47,070
TYGRA: Now were
talking. Whoo-hoo-hoo!
132
00:11:02,662 --> 00:11:04,995
- Go, go, go.
- Yeah!
133
00:11:30,123 --> 00:11:31,216
They're tied.
134
00:11:32,225 --> 00:11:34,217
WILYKAT: And one ring left.
135
00:11:40,767 --> 00:11:42,133
[GROANS]
136
00:11:55,848 --> 00:11:57,111
He did it.
137
00:11:57,283 --> 00:11:58,808
Of course he did.
138
00:12:04,023 --> 00:12:05,753
[THUNDERCATS CHEERING]
139
00:12:08,761 --> 00:12:10,957
LION-O: Nice flying, bro.
140
00:12:13,600 --> 00:12:15,330
A barbaric violation.
141
00:12:15,501 --> 00:12:17,265
And you dented my ship.
142
00:12:17,437 --> 00:12:19,065
You set the rules.
143
00:12:19,239 --> 00:12:21,936
The one who finishes
with the most rings wins.
144
00:12:22,108 --> 00:12:23,770
We'll be taking the stone now.
145
00:12:24,143 --> 00:12:26,840
Hah! You'll be lucky
to leave with your lives.
146
00:12:27,013 --> 00:12:30,245
This agreement is void.
You forfeit your wager.
147
00:12:30,683 --> 00:12:32,276
You made a deal.
148
00:12:32,452 --> 00:12:35,889
Escort our guests
to their quarters.
149
00:12:36,055 --> 00:12:38,251
Under heavy guard.
150
00:12:45,832 --> 00:12:48,529
I want them gone at daybreak.
151
00:12:53,072 --> 00:12:55,974
I can't believe
that flying rodent.
152
00:12:56,276 --> 00:12:58,643
At least we didn't lose
the two stones we have.
153
00:12:59,078 --> 00:13:01,343
That's something, isn't it?
154
00:13:06,452 --> 00:13:08,614
We're so close.
155
00:13:09,722 --> 00:13:12,658
I say if they won't give
it to us, then we take it.
156
00:13:13,126 --> 00:13:16,290
WILYKIT: Isn't that, I
don't know, kind of stealing?
157
00:13:16,462 --> 00:13:19,227
WILYKAT: And kind of
stealing is still stealing.
158
00:13:19,399 --> 00:13:21,925
We have some experience
with the whole "kind of" thing.
159
00:13:22,101 --> 00:13:23,592
CHEETARA: Well,
it's kind of moot.
160
00:13:23,770 --> 00:13:26,330
That hall's packed
with armed guards.
161
00:13:26,906 --> 00:13:29,637
Who says we have
to use the hall?
162
00:13:37,150 --> 00:13:39,984
I say we use the hall.
I'm not going out there.
163
00:13:40,153 --> 00:13:45,091
Who needs the birds' permission when
the book will take us right to the stone?
164
00:13:46,259 --> 00:13:48,490
Orders, my king?
165
00:13:51,364 --> 00:13:52,525
SNARF: Reow.
166
00:13:52,699 --> 00:13:53,723
Thundercats...
167
00:13:53,900 --> 00:13:55,061
Oh, no. Don't you say it.
168
00:13:55,234 --> 00:13:58,227
Do not say what I think
you're going to say, Lion-O.
169
00:13:59,305 --> 00:14:00,671
Ho!
170
00:14:00,840 --> 00:14:02,240
[GROANS]
171
00:14:13,786 --> 00:14:17,086
Hm-hm. Couldn't we just fight
the blasted guards instead?
172
00:14:17,256 --> 00:14:18,451
[GULPING]
173
00:14:22,128 --> 00:14:23,687
Kit, Kat.
174
00:14:23,863 --> 00:14:25,559
Get to the Feliner with Snarf.
175
00:14:25,732 --> 00:14:27,792
We'll be along soon.
176
00:14:40,680 --> 00:14:41,739
[SNARF GRUNTS]
177
00:14:49,122 --> 00:14:51,114
[SNARF MEOWING]
178
00:14:54,961 --> 00:14:56,862
Book says that way.
179
00:14:57,029 --> 00:14:58,497
Then let's go. We're wasting...
180
00:14:58,664 --> 00:14:59,688
[CRASH]
181
00:14:59,866 --> 00:15:01,266
[PANTHRO WHIMPERING]
182
00:15:04,670 --> 00:15:06,263
I don't feel so good.
183
00:15:10,810 --> 00:15:12,210
[SCREAMS]
184
00:15:12,945 --> 00:15:15,039
Panthro!
185
00:15:18,951 --> 00:15:20,943
[PANTHRO SCREAMING]
186
00:15:40,673 --> 00:15:42,005
- Got you.
- Got you.
187
00:15:42,508 --> 00:15:44,500
[PANTHRO GRUNTING]
188
00:15:52,952 --> 00:15:54,921
Uhn. Whew.
189
00:15:58,324 --> 00:16:01,021
LION-O: The Book says
the stone is right ahead.
190
00:16:01,194 --> 00:16:03,663
[GRUNTS]
191
00:16:03,830 --> 00:16:05,526
I can't get the door open.
192
00:16:05,965 --> 00:16:08,935
[BEEPING]
193
00:16:09,101 --> 00:16:11,036
A state-of-the-art
security system.
194
00:16:11,204 --> 00:16:14,106
Without passcodes we don't pass.
195
00:16:14,273 --> 00:16:16,799
We're going to
let a door stop us?
196
00:16:22,982 --> 00:16:24,712
Where's she going?
197
00:16:24,884 --> 00:16:26,182
Who knows?
198
00:16:26,352 --> 00:16:28,947
But I'll bet she
brings back trouble.
199
00:16:34,026 --> 00:16:35,187
[COMMUNICATOR CHIRPS]
200
00:16:35,361 --> 00:16:38,126
The cats have
escaped their quarters.
201
00:16:38,297 --> 00:16:39,390
Double our patrols.
202
00:16:39,565 --> 00:16:41,329
They're around here somewhere.
203
00:16:41,501 --> 00:16:43,094
What are we going to do?
204
00:16:43,269 --> 00:16:44,669
We can't fight the whole city.
205
00:16:44,837 --> 00:16:46,066
We've gotta get help.
206
00:16:46,239 --> 00:16:47,502
A lot of it.
207
00:16:47,673 --> 00:16:49,471
- Snarf. SNARF: Ah.
208
00:16:49,642 --> 00:16:52,840
WILYKIT: What is he doing?
WILYKAT: Creating a distraction.
209
00:16:53,513 --> 00:16:55,505
[WHIMPERING]
210
00:16:57,517 --> 00:16:59,918
GUARD: There's one of them now.
211
00:17:00,386 --> 00:17:02,048
[GUARD SCREAMS]
212
00:17:03,990 --> 00:17:05,583
GUARD: Don't let it get away.
213
00:17:05,758 --> 00:17:07,750
[SNARF SNARLING]
214
00:17:10,830 --> 00:17:12,750
WILYKAT: Now how are
we going to get out of here?
215
00:17:12,832 --> 00:17:14,494
We can't fly the Feliner.
216
00:17:14,667 --> 00:17:18,069
WILYKIT: Since when
have we needed a ship to fly?
217
00:17:47,366 --> 00:17:51,064
[GRUNTING]
218
00:18:00,479 --> 00:18:03,142
You're coming with me.
219
00:18:04,350 --> 00:18:06,819
[BEEPING]
220
00:18:07,219 --> 00:18:10,212
Maybe we should get off this
city before they throw us off.
221
00:18:10,389 --> 00:18:11,823
[VULTAIRE GRUNTING]
222
00:18:12,758 --> 00:18:14,192
[SQUAWKS]
223
00:18:14,493 --> 00:18:17,520
LION-O: Pumyra,
what are you doing?
224
00:18:17,697 --> 00:18:21,998
PUMYRA: We need passcodes?
Well, this is our passcode.
225
00:18:22,168 --> 00:18:24,535
You're all a bunch of savages.
226
00:18:24,704 --> 00:18:30,541
Now, you being so refined and all, you
do know how to open a door for a lady.
227
00:18:30,710 --> 00:18:32,611
It would be my pleasure.
228
00:18:33,546 --> 00:18:35,538
[BEEPING]
229
00:18:55,935 --> 00:18:57,369
Incredible.
230
00:18:57,536 --> 00:18:59,129
You call us snobs...
231
00:18:59,305 --> 00:19:03,367
yet the cats have always looked down
on others, taking whatever they wished.
232
00:19:03,542 --> 00:19:05,238
That's how cats were.
233
00:19:05,411 --> 00:19:07,471
But I've been
working to change that.
234
00:19:07,647 --> 00:19:09,582
By stealing our stone?
235
00:19:09,749 --> 00:19:11,308
We're borrowing it.
236
00:19:11,717 --> 00:19:15,552
Once the stones are united we'll
be able to take down Mumm-Ra.
237
00:19:16,022 --> 00:19:18,150
Did your feral minds
ever stop to ask...
238
00:19:18,324 --> 00:19:20,987
why the stones were
scattered in the first place?
239
00:19:21,293 --> 00:19:24,855
Um... We just figured
they were, you know, lost.
240
00:19:25,231 --> 00:19:29,327
Not lost, separated,
by our ancestors.
241
00:19:42,515 --> 00:19:45,542
Thousands of years ago after
Mumm-Ra's ship crashed...
242
00:19:45,718 --> 00:19:48,950
his animal servants were
free to inhabit Third Earth.
243
00:19:49,121 --> 00:19:54,116
But the question remained, what
to do with the four Stones of Power?
244
00:19:58,998 --> 00:20:01,866
They were deemed too powerful
for any one species to possess.
245
00:20:02,601 --> 00:20:06,197
So it was decided each would be given
to an animal race that would protect it.
246
00:20:06,372 --> 00:20:08,170
Meaning the strong
would get stronger.
247
00:20:08,340 --> 00:20:09,364
And the weak...
248
00:20:09,542 --> 00:20:11,636
Well, we know what
became of them.
249
00:20:13,245 --> 00:20:17,114
The cats, of course, chose
to keep the War Stone.
250
00:20:17,283 --> 00:20:20,117
And the birds took
the Tech Stone.
251
00:20:20,286 --> 00:20:23,779
While the other animals feared and
shunned Mumm-Ra's technology...
252
00:20:23,956 --> 00:20:30,260
we Avistans embraced the Tech Stone's
power and built all that you see here.
253
00:20:31,630 --> 00:20:33,622
Let's unhook this thing
and get out of here.
254
00:20:33,799 --> 00:20:36,132
I'm afraid you
can't take the stone.
255
00:20:36,602 --> 00:20:39,401
You don't get it. We're
not asking anymore.
256
00:20:39,805 --> 00:20:43,003
And again, you fail to
grasp simple concepts.
257
00:20:43,175 --> 00:20:47,510
The Tech Stone generates anti-gravity
emissions that keep the entire city afloat.
258
00:20:47,680 --> 00:20:49,512
You mean, if we take it...?
259
00:20:49,682 --> 00:20:54,017
It will only be moments before this whole
place crashes to the ground like a rock.
260
00:20:57,323 --> 00:20:58,518
LION-O: We can't.
261
00:20:58,958 --> 00:21:00,688
But we have to.
262
00:21:00,860 --> 00:21:02,294
For our people.
263
00:21:02,461 --> 00:21:05,795
Mumm-Ra sacrificed a whole
galaxy to get what he wanted.
264
00:21:05,965 --> 00:21:07,797
I won't do the same.
265
00:21:08,901 --> 00:21:12,429
If you won't make the
tough choices, I will.
266
00:21:12,905 --> 00:21:14,168
Pumyra, no.
267
00:21:16,442 --> 00:21:17,671
[VULTAIRE GRUNTS]
268
00:21:19,945 --> 00:21:21,379
[SCREAMING]
269
00:21:21,547 --> 00:21:23,539
[ALARM BLARING]
270
00:21:24,517 --> 00:21:28,648
Oops. Did I forget to
disarm the electric shield?
271
00:21:28,854 --> 00:21:30,516
[SCREECHING]
272
00:21:42,368 --> 00:21:48,205
Now, Horis, take this trash
and throw them off this city.
273
00:21:48,374 --> 00:21:50,366
[BIRDS SQUAWKING]
18702
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