

The Ro-Bear Berbils are a friendly group of robot bears that live on Third Earth. Lion-O and Snarf don't know this, and end up getting caught in a Ro-Bear trap. The Berbils free them however, and they form an alliance. Mumm-ra attacks the Berbil village, but the Thundercats save it. In return, the Ro-Bears help the Thundercats to build Cats' Lair, a new base for the Thundercats.
With their home planet, Thundera, about to explode, the Thunderians flee to a distant galaxy. Before they can make the long journey the Mutants sweep in and destroy most of the fleet in an attempt to capture the Eye of Thundera. Due to the attack, the Thundercats find themselves on a distant planet. A grown-up Lion-O must save his Thundercats from the Mutants on Third Earth.
The Mutants, who have also reached Third Earth, encounter an old pyramid. It turns out to be the home of Mumm-Ra the Ever-Living, and they join forces to capture the Sword of Omens. Both the Mutants and Mumm-Ra attempt to attack Lion-O to possess the Sword, but miserably fail.