

Wiz-Ra, Mumm-Ra's enemy from long ago, comes back every 7000 years through a portal that just happens to be in Cheetara's bedroom. Wiz-Ra wears a magical helmet that lets him control minds. When the time arrives and Wiz-Ra comes through the portal, Mumm-Ra steals the helmet. Cheetara helps Wiz-Ra get the helmet back and free the ThunderCats from its spell.
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.