

With their supply of Thundrillium running low, the Thundercats set off in search of a fresh supply. Tygra detects a large deposit in a cave and goes to investigate - unfortunately, he has entered the Cave of Time and anyone who ventures in there will age rapidly until they die. His only hope is that Cheetara's speed will be fast enough to allow her to escape the Cave's effects.
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.