The Shadowmaster waits in his shadow fortress for the right time to call on the Ancient Spirits of Evil to help him leave his exile from ThunDERa. In the Black Pyramid, Mumm-Ra is not amused about this intruder, but his hand is stayed by the Ancient Spirits of Evil from doing anything. The Shadowmaster answers through his Winged Terror, saying he can do what Mumm-Ra cannot: defeat the Thundercats, only by setting a trap with Lion-O's father, Claud-Us, as the bait. Without Lion-O to lead the other Thundercats, they will fall easily. The Ancients accept his proposal on defeating the Thundercats and orders Mumm-Ra to release Shadowmaster if he completes his part of the bargain. Mumm-Ra secretly plans to make sure Shadowmaster fails.

Later in the Shadow Realm, Lion-O joins Claud-Us to entomb Shadowmaster in stone. The fortress begins to crumble and so Lion-O tells Claud-Us they must escape from the realm. While traveling between the dimensions, Claud-Us tells Lion-O his time on ThunDERa has ended and he is very proud of his son. Lion-O returns to the Treasure Room and explains to Panthro and Snarf he did save Claud-Us from the Shadowmaster. He goes on to say that his father is with a friend, wherever he is. Claud-Us and Jaga appear in astral form to Lion-O's right and smile at each other. Meanwhile, the Ancient Spirits of Evil decide to leave Shadowmaster in limbo for his failure to destroy the Thundercats.

On one of the Moons of Plun-Darr in their new orbits around New ThunDERa, the Shadowmaster waits in his shadow fortress for the right time to call on the Ancient Spirits of Evil to help him leave his exile from ThunDERa. He is watching the eclipse of the Dark Moon of Plun-Darr through his wall shadow. He calls forth his Winged Terror, a bat-like creature with four arms, and a tail, to fly to the Black Pyramid to get an audience with the Ancient Spirits of Evil.

Ma-Mutt barks at the Winged Terror as it flies into the Black Pyramid through the skylight. Mumm-Ra is not amused about this intruder in behest of its master, but his hand is stayed by the Ancient Spirits of Evil from doing anything to the creature. They want to know who calls on them and Shadowmaster answers through the Winged Terror. He tells the Ancients that he can do what Mumm-Ra cannot: defeat the Thundercats. This statement angers Mumm-Ra, but the Ancients allow Shadowmaster to explain his predicament and plea for their help.

Shadowmaster states that eons ago, he used to be the most feared and powerful wizard on Old ThunDERa. In his arrogance, he underestimated the power of the Thundercats and was banished by then Lord Claud-Us to the Shadow Realm. He built his fortress in the realm and waited to exact his revenge on Claud-Us. The last day of Old ThunDERa came, and Shadowmaster was able to pull Claud-Us through a crack between dimensions made by the death throes of the planet. Claud-Us remains Shadowmaster’s prisoner in a glass suspension capsule. Shadowmaster explains he will use Claud-Us as bait to get Lion-O to the Shadow Realm. Mumm-Ra breaks in and finishes Shadowmaster’s idea: without Lion-O, the other Thundercats would fall.

Mumm-Ra asks Shadowmaster why he needs the Ancient Spirits of Evil. Shadowmaster says they are the only power strong enough to force an opening big enough for him to leave the Shadow Realm forever. The Ancients accept his proposal on defeating the Thundercats and orders Mumm-Ra to release Shadowmaster if he completes his part of the bargain. Mumm-Ra secretly plans to make sure Shadowmaster fails.

The Winged Terror flies to Cats’ Lair ThunDERa and into Lion-O’s quarters as he sleeps. Through the Winged Terror, Shadowmaster’s image plants a nightmare/message in Lion-O’s mind about Claud-Us being held captive in the Shadow Realm.

Lion-O wakes up from his nightmare. Jaga appears to him and explains that Shadowmaster does have Claud-Us. Lion-O asks him what he can do to save his father. Jaga explains that through the Eye of ThunDERa and the Book of Omens combined, Lion-O can travel to the Shadow Realm. However, if the book and weapon are separated while he visits the Shadow Realm, he will weaken and be lost forever.

Later, Panthro and Snarf follow Lion-O to the Treasure Room as they discuss what Lion-O is about to do and what they are going to do while he is away. Snarf is to stay in the Treasure Room to make sure the two items stay together and Panthro decides to look around to see if the Winged Terror is around.

Lion-O turns toward the Book of Omens while he gazes through the hilt of the Sword of Omens and asks the weapon to transport him to the Shadow Realm. He is transported safely while Snarf continues to worry.

Meanwhile, Panthro runs into the Winged Terror in the Control Room. Shadowmaster’s image briefly appears to point out he knows Panthro’s fear of bats and commands the Winged Terror to attack the big cat. Panthro is too quickly defeated and left unconscious as the Winged Terror travels to the Treasure Room to take the sword from the book.

In the Shadow Realm, Lion-O confronts Shadowmaster to release his father. Shadowmaster calls forth a Shadow Ape to defeat Lion-O, Shadowmaster’s main objective. While dodging the grip of the beast, Lion-O hears Claud-Us telepathically and moves to free his father. The beast continues to attack Lion-O.

At Cats’ Lair ThunDERa, Snarf continues to fret over Lion-O’s well being when the Winged Terror appears at the door of the Treasure Room. Despite Snarf’s best efforts, the Winged Terror separates the book and the sword. It leaves the Lair with the Sword and Snarf hanging onto it for dear life.

In the Shadow Realm, Lion-O becomes weak while fighting the Shadow Ape.

Mumm-Ra observes the Winged Terror flying away with the sword and Snarf. With Ma-Mutt in his arms, he reminds himself more than the living dead dog that he must not let Shadowmaster accomplish his objective, for Shadowmaster may ask the Ancients to cast Mumm-Ra aside for failing. He tells Ma-Mutt to fly out and destroy the Winged Terror. This is before the Ancient Spirits of Evil points out to Mumm-Ra that Lion-O and Shadowmaster are battling.

In the Shadow Realm, Claud-Us tries to keep Lion-O fighting the Shadow Ape even with diminished strength.

Meanwhile, Ma-Mutt catches up to the Winged Terror, destroys it, and flies Snarf and the sword back to Cats’ Lair ThunDERa. Snarf thanks Ma-Mutt, not knowing the winged form is actually the enchanted dog of their enemy. Snarf rushes to the Treasure Room to combine the mystical powers of the Eye and Book of Omens once again.

In the Shadow Realm, Lion-O regains his strength and he defeats the Shadow Ape. Shadowmaster begins his own attack on Lion-O, backing him up against Claud-Us’ glass prison. Claud-Us tells Lion-O to call for the Sword of Omens. Lion-O takes his father’s advice, and while the Sword travels to him, Panthro joins Snarf in the Treasure Room. Snarf asks where he has been and then tells Panthro he thinks Lion-O called for the sword.

With the Sword in the Shadow Realm, Lion-O joins Claud-Us to entomb Shadowmaster in stone. The fortress begins to crumble and so Lion-O tells Claud-Us they must escape from the realm.

While traveling between the dimensions, Claud-Us tells Lion-O his time on ThunDERa has ended and he is very proud of his son. He leaves the safety of the Eye’s force field and ascends into the Astral Prison.

Lion-O returns to the Treasure Room and explains to Panthro and Snarf he did save Claud-Us from the Shadowmaster. He goes on to say that his father is with a friend, wherever he is. Claud-Us and Jaga appear in astral form to Lion-O’s right and smile at each other.

Ma-Mutt returns to the Black Pyramid after successfully accomplishing his mission. Mumm-Ra welcomes him home and then gleefully gloats while he observes through the bubbling cauldron Shadowmaster floating in oblivion. He feigns concern over Shadowmaster, and asks the Ancient Spirits of Evil whether he should save the wizard. The Ancients say they do not reward failure and Mumm-Ra agrees, leaving Shadowmaster where he is.

Meanwhile, Panthro, Snarf, and Lion-O exchange their tales of the day. Snarf explains that a large bat saved him from the Winged Terror and returned him to the Lair with the Sword. They wonder where the bat came from and then Panthro plucks dog hair from Snarf’s fur. They laugh over the possibility that the bat was Ma-Mutt.

"...We do not reward failure." - Ancient Spirits of Evil

"Welcome back, my intrepid pooch." - Mumm-Ra to Ma-Mutt on his return

"Whoever heard of a flying dog?" - Snarf

This episode can be found on

Disc 11

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