The Thundercats meet the Berbils, a group of robot teddy bear-like creatures from the planet Ro-Bear. Their leader, Ro-Ber-Bill, captures Lion-O and Snarf. The Thundercats soon learn that the Berbils are "good guys" and they help them defeat their natural enemies, the Giantors and the Trollogs. Making matters worse, Mumm-Ra transforms himself into a swarm of locusts and he descends upon the Berbils' crops. Lion-O and the mighty sword defeat him. In triumph, the Berbils agree to help the Thundercats build the Cats' Lair.

Disc 1

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