Today was a great day for Punky and her friends. Having been newly cleansed and now wearing their new clothes, especially Brandon - who was already enjoying his new shirt - they were ready to become more familiar with Third Earth. With the ThunderCats' help they would. Lion-O and his crew called on the Berbils once again for fixing up Cat's Lair and reminded them that they would help Team Punky know their way around the planet. The Berbils agreed and would keep at the repairs, while Lion-O, Panthro, and Team Punky took the ThunderTank to the Mines of the Molemen, which were located in a series of holes. Panthro fired a claw grapple from the tank's grapple gun into one of the holes, and he and everyone else slid down into the mines. Punky and her compatriots looked across the tunnel before them.

"So are there really lotsa mines down here?" Allen asked the two ThunderCats.

Cherie added, "And what do these Molemen look like?"

As if to answer Cherie's question, five Molemen dug themselves up from the ground and took notice of the ThunderCats and Team Punky. They were aware of Panthro and Lion-O of the ThunderCats, but they had never seen Team Punky before. They came up to the kids and Brandon and smelled them, just to get a better sense of who they were seeing. To their surprise, they smelled great. They gathered around and chatted among themselves about the newcomers. Team Punky was rightfully confused by these creatures (Brandon giving a notable "Hmmm?"), whose uniforms were black-hooded, short-sleeved shirts, grey pants held on by tan ropes, and tan boots. Their hoods left only their eyes, their pointy, whiskered noses, and their mouths.

"Looks like you got your wish, Cherie," whispered Punky.

"I sure hope they don't do anything bad to us," Margaux said cautiously. Fortunately for her, they did no such thing. When they got done whispering, they turned around and went about the caves and tunnels, seemingly going about their business and saying "Gotta dig" or "Gotta burrow," as if they'd never heard of Team Punky at all.

Allen stroked his chin and said, "I wonder what they're so worried about?"

Lion-O explained, "The Molemen aren't very trustworthy of outsiders. They prefer to keep to themselves. Their vocabulary is limited, but they're protective of their home."

"I suppose that makes sense," Punky conceded.

"Once, Tygra found these mines by accident," included Panthro. "He was fighting a giant worm that caused small earthquakes across the planet, and it pulled him down here. The other ThunderCats and I discovered the mines right after he did." He intentionally left out the part where Tygra'd been seduced by Silky, actually Mumm-Ra, and had been ordered to steal the Sword of Omens in an effort to spare the ThunderCat architect any embarrassment. Tygra had no interest in reliving that horrid memory - especially not to Punky's crew. None of the ThunderCats were aware the giant worm was also Mumm-Ra in disguise.

"A giant worm?" Cherie said disbelievingly.

"That's right, Cherie," Lion-O said with a nod. "It was an actual giant worm, and it left a trail of glowing slime as well."

"Wherever that beast is now," concluded Panthro, "it won't cause any more trouble."

"Getting back on track, we've got to explore every inch of these mines so you kids will be aware," said Lion-O to Team Punky.

"You're right, Lion-O," agreed Margaux. "We should get started. Right, guys?" She said the last bit to the rest of Team Punky, who nodded.

The tour underneath Moleman territory began, as Lion-O made sure everyone remained together. As long as there was light above the surface, they would be just fine.

At Cat's Lair, the other ThunderCats assisted the Berbils in getting the fortress back up and running. It was still vulnerable as long as it was still in repairs, and neither side took any chance of it possibly being demolished for good. Even with its claws now red, there was still much to do. Yesterday Tygra, Panthro, Ro-Ber-Bill, and Ro-Ber-Belle discussed what to do with the lair's ion cannon piece that now resided in Tygra's laboratory till further notice. There were many possibilities, and it was agreed eventually that the cannon would be repurposed as a highly-maneuverable scooter. First things first - get the lair up and running. Tygra, Snarf, Ro-Ber-Belle, and three Berbils were on both the lair's shoulders refurbishing its single spikes, while Cheetara, the ThunderKittens, Ro-Ber-Bill, and a few more Berbils had out a door of a metallic-brown color that they found from an abandoned fortress one day while they were searching for Thundrillium; they were revamping it to be exactly like the old door, albeit it would open differently once they installed it.

"We did a good thing for Punky's group," Cheetara began. "They're already getting a kick outta their new outfits."

"I'll say," WilyKit agreed. "I feel like we're making them proud of themselves."

"But what happens if they run into any more danger?" interjected WilyKat.

"We'll all have to train them then," offered Cheetara. "Panthro's had an idea for them ever since they fended off Slithe and his boys."

"An idea?" the twins wondered together.

"Of course. He sees potential within them that they've yet to tap into. Whatever it is, they've got to fully release it on the battlefield."

"Do you believe that's wise, Cheetara?" put in Ro-Ber-Bill. "Would Punky and her friends really want to be warriors?"

"In my eyes, Ro-Ber-Bill," Cheetara replied with a resigned expression, "they're already warriors."

"I'd be interested in hearing Panthro's idea for Punky's crew," Kat said eagerly.

"As would I," agreed Kit.

"Panthro's idea involves both the ThunderCats and Punky's friends. He'll explain it to us all when the time's right," said Cheetara. "Lion-O, Snarf, and Tygra are already on board with it."

"Sounds good to us!" the twins said cheerfully.

"Very well then, Cheetara," Ro-Ber-Bill said. "I trust the ThunderCats and Punky's crew will work something out."

"I sure hope so," agreed Cheetara, thinking about what her sixth sense showed her. She felt bad for withholding that piece of information from Team Punky, but if she revealed it to them, it would wreck the relationship between Team Punky and the ThunderCats. She absolutely refused to put both groups through that.

Glomer was up and about in his home, flexing his entire body to make sure he and his magic remained in sync. He was ready for more training. He just had to wait on the Great Glomley Elder's signal to begin.

Attention, Glomer, commanded the Elder's voice, bringing Glomer to attention. The Elder's image appeared before the younger Glomley in an instant.

"Present and accounting for, Great Glomley Elder," Glomer boldly said, his face full of determination.

Good, the Elder said, smiling and nodding. He held out his left paw, and a small telescopic beam launched from it and enlarged, showing Glomer his next locations for his training. The first image showed a forest with a crimson glow to it. The Elder instructed, You go to Firetree Forest and suck all heat out of it to add to your power. It having magical properties itself.

Glomer's gaze was fixated on the Firetree Forest. He observed it like a hawk, for if what the Elder said was true, then the forest's heat would indeed add to Glomer's already-awesome power. He smirked at the thought. Perhaps it wasn't such a bad idea. "I do just that, Elder," he said self-assuringly.

Very, very good, my pupil, agreed the Elder, nodding. Next, his telescopic beam showcased an image of a rocky mountain pass. The Elder continued for Glomer, This is Pass of Rockmen. It seemingly pleasant, but it dangerous when others venture into it. Rockmen are highly territorial bunch. Use your power to destroy them, Glomer, and you not go far wrong.

"Where are Rockmen now?" inquired Glomer.

They in hiding, answered the Elder. Once you venture into their home, they strike immediately. That be your cue to strike back at them.

Glomer nodded, understanding why the Pass of the Rockmen was a dangerous place. It was all the more reason for him to get stronger.

The Elder's telescopic beam's next image showcased a section of jagged peaks that resonated with swirling, multi-colored energy that was so great, that even those who disbelieved would be instantly blown away by the peaks after seeing them in action.

"What those, Elder?" asked Glomer.

These are Korath Mountains, explained the Elder. It used to be paradise for locals until warfare broke out, causing locals' downfall and mountains to be what they are now. When you go there, become one with their energy. Let it move you as you move it. The Elder's face turned smug as he added sinisterly, And once you get that done, destroy mountains with everything you got.

Glomer formed a mischievous expression and grin on his face and rubbed his paws, impressed so far with what the Elder was showing him.

The final vision of the day that the Elder showcased was a type of horned monster comprised of tiny insects, one the ThunderCats had faced before. It was resting somewhere between the Kingdom of Webs and the Midnight Woods.

This, Glomer, is Miggit Swarm Monster, informed the Elder. It comprised of insect tribe known as Miggits. Exact location of monster is near River of Despair, but it does move around whole lot. Your mission to antagonize him into attacking you, and to annihilate him. Simply put, crush him like bug he really is.

Looking at the creature in the Elder's vision, Glomer knew that squashing the Miggit Swarm Monster would not be so easy. It was almost impossible to destroy, even for a Third Earther or a ThunderCat. It didn't matter to Glomer, of course, for he lowered his eyes a little bit and smiled. He still had to be prepared for his upcoming war with Lion-O and the ThunderCats to ensure that both Third Earth and Chaundoon remain safe from destruction. After thinking it over a little, Glomer nodded, saying, "Of course, Elder. I do what you say."

The image of the Miggit Swarm Monster faded to white, and the Great Glomley Elder dissolved his telescopic beam and put his arm down. That all I show you for today, he concluded. Time will come, young Glomer, when you will be facing Lion-O and ThunderCats. No taking them lightly.

"Understood," said Glomer firmly, nodding.

The Elder raised his cane up, and it glowed a faint magenta. He gripped it with both paws and opened a tear that revealed the outside of Third Earth. Go now, young one! he exclaimed to Glomer with pride, pointing his cane at the younger Glomley. Show everyone what you made of!

Glomer floated upwards and straight into the tear. The Elder turned and watched this display with pure glee. The tear disappeared following Glomer's departure. The Elder's eyes glowed red. He laughed not in his own voice suddenly, but in Mumm-Ra's. His ghostly image faded to the familiar transparent image of Mumm-Ra himself, his eyes glowing. The four giant Glomley statues' eyes also glowed red, indicating that Mumm-Ra had control over Glomer's domain. Nothing would stop the demon priest from reclaiming what was rightfully his.

"Wow. That is one freaky place," Allen said fretfully.

"You can say that again, Allen," agreed Punky.

The ThunderTank had arrived at Castle Plun-Darr, and though Lion-O and Panthro were used to it as much as the other ThunderCats were, it gave Team Punky the creeps. Even Brandon seemed frightened of the place, whimpering at the mere sight of it. The design of the castle was the shape of a red-eyed, olive-green bat creature.

Lion-O stood up and pointed at the Mutants' stronghold, looking at Team Punky and addressing them, "This is Castle Plun-Darr. Slithe and his band of Mutants live there. We ThunderCats have invaded it several times to battle them. They built it with the help of a group of Third Earthers called Brutemen."

Margaux raised an eyebrow and questioned, "Brutemen?"

"What are those?" Cherie equally questioned.

Lion-O put down his right arm and immediately turned to the kids, and he explained, "They're a rather peaceful but closed-off race of beings. My friends and I have seen them for ourselves. Tygra told me that WilyKit described them as being made from leftover parts." That earned him a "yuck" from Allen, Cherie, and Margaux, a "Grosseroo" from Punky, and a shudder/soft growl from Brandon. Lion-O merely chuckled, assuring, "Don't worry, guys. The Brutemen aren't anything at all like Kit described them."

"He's right," added Panthro, turning to face Punky's crew as well. "The Brutemen may be strong, but they never get involved with others."

Lion-O half-turned to face Plun-Darr again and mentioned, "This place is where the Mutants plot to eliminate the ThunderCats in any way possible and claim Third Earth for themselves. Sometimes an invention by Vultureman would give them the edge over us, but it would backfire on him." He added with a grim expression, "In the end, though, the Mutants will never stop until they've vanquished the last survivors of Thundera."

The Eye of Thundera woke up and growled before closing, echoing Lion-O's feelings. Punky and her comrades took notice, having been briefed on the eye's sentience during the tour of the Cat's Lair.

"What is it, Lion-O?" asked Punky, looking up to the young lord. "Are we in danger?"

"No, Punky. Not right now," he responded. He looked at his scabbarded weapon briefly and said, "The Sword of Omens and I are just in agreement about the Mutants." Looking once more at Plun-Darr, he added with a smile, "They're probably still sulking over their latest defeat."

"We won't be seeing the Mutants for awhile thanks to you kids, and especially Brandon and Glomer," praised Panthro.

"Well, it was a team effort, after all," Margaux chuckled, rubbing her nose gently. "We couldn't let you ThunderCats have all the fun now, could we?"

"No, you couldn't," agreed Lion-O, once more facing Team Punky with a peaceful expression. "My people and I are in your debt. Thank you."

"You're welcome, Lion-O," said Cherie.

"So, are thanks neccessary to a ThunderCat?" asked Allen.

"No, Allen," Panthro replied. "A ThunderCat doesn't do anything for thanks - it's all a part o' the service."

"I think that makes you guys even more amazing to be around," Punky praised, Brandon barking in agreement. Lion-O and Panthro smiled at Punky's compliment.

Cherie gestured with her left thumb and said quickly, "We should beat it before the Mutants catch wind of us."

"Yes, you're right, Cherie," Lion-O agreed, and he sat back down. He turned to Panthro and said, "Let her rip, Panthro."

"You got it, Lion-O," said the panther happily as he activated the ThunderTank and drove it away from Plun-Darr.

The Unicorn Forest was peaceful for the time being. Every unicorn (male, female, and child) was minding their business. Nothing appeared to disturb them. The Unicorn Keepers, whom Lion-O first encountered for directions to save Snarf and a baby unicorn from the Berserkers, kept guard over the herd and every other animal. They treated them all like family, always making sure no evil force would threaten them. As long as the keepers existed, no unicorn or other animal that lived in the forest would come under attack. As magicians, the elderly husband-wife duo taught themselves to feel whatever was happening with every living being on Third Earth, and what was happening with the planet in general. The expression on their faces as they held their crescent-tipped staffs like professionals indicated that something sinister was headed its way.

"It is coming, my love," said the female keeper gravely. "It is something that will change everyone's lives forever."

"You are quite right," replied the male keeper. "We may have no choice but to face it head on."

The female took on a wistful smile. "The ThunderCats have done so much for the innocent people of Third Earth, including us." Then she frowned and looked to her husband. "Alas, I fear that this new menace could topple even them."

The husband looked back to his beloved and declared, "If it comes to that, then perhaps it is time we both step up to the plate, give everything we have got." He took his hand in hers, and the loving, respectful looks they gave each other were all the reassurance they needed.

"Yes," the female said. "We shall."

Suddenly, a male unicorn with a goatee galloped and stopped in front of the couple. He whinnied, his face troubled by something.

"What is it?" the male keeper asked the unicorn.

"Did something happen?" wondered the female keeper, believing that a member of the unicorn family was in danger.

The unicorn had something else on his mind other than his own kin. He motioned the keepers to follow him.

"Very well then," said the male keeper resolvingly. "We will go with you."

The three nobles were on their way to see what troubled the unicorn. When they got to the River of Despair, the unicorn pointed his left hoof at the charred piece of ground that the now-vanquished Tongue-a-Saurus made his stand in. The keepers looked at that same ground. Their senses told them a battle had taken place here in the river, and someone didn't survive it. The keepers closed their eyes and smelled a reptilian scent. For further analysis, they placed the crescent tips of their staves onto the charred ground, and they glowed to confirm of a creature that was part of the battle here. It was clear to the keepers that the creature had met its untimely end. They now realized who that creature was after smelling its scent.

The keepers looked to each other, and the male confirmed, "It appears that the Tongue-a-Saurus is no more."

"Tis not like the ThunderCats to take that creature's life so swiftly," the baffled female said. "Their code will not allow killing."

"Indeed, my love. There is something wrong here. We should inform the Warrior Maidens about this. They may provide us some answers."

"Then we must do so. If something like this were to happen once more, nobody would be safe."

The keepers motioned for the unicorn to return to the Unicorn Forest, and when he galloped back there, the keepers closed their eyes and held up their staves, concentrating on where they wanted to go. They and their staves glowed entirely white, and they teleported to their destination.

Glomer was now at the Firetree Forest per the Great Glomley Elder's instructions. He surveyed its reddish-glowing hue carefully, and his senses told him that the whole forest did have a magical influence over it. Long ago it used to be just like any other forest on Third Earth - normal trees with lush, green leaves. However, by the time the planet evolved from Second Earth, the forest became cursed with dark magic from a battle between Mumm-Ra and Zaxx, a four-armed humanoid bird, over who would dominate the whole world. And it seemed like the Firetree Forest would forever be lit. Until now. It was Glomer's destiny to drain the forest of all its magic, and here he was, standing in front of it.

Glomer stretched out his arms and closed his eyes, then clasped his paws together. The paws glowed a pulsating purple light that hummed with pure darkness. Once the light developed fully, Glomer opened his eyes and held out his paws, whose light turned dark and opened two black holes. Instantly the heat from the forest was being sucked in through a curve-like motion. The forest now was a dull grey. Glomer closed his paws, and their purple light faded. He closed his eyes, was surrounded by a minimum, reflective red glow - possibly from the effects of the Firetree Forest - and levitated into the sky. After he stopped, he growled, forming his arms into an "x" and folding his legs. And then, he opened his eyes, which glowed red once more, and roared, turning himself into a beacon as he shined his powerful crimson energy across the Third Earth. The light show would most definitely attract attention from anybody. Just as suddenly as it appeared, it stopped.

Glomer relaxed somewhat. His eyes and body continued glowing red, his eyes generating sparks. He had done it! The power of the Firetree Forest was now his! And now that both his magic and the forest's magic had merged, he suddenly grew two times as big. His body now seemed less round, but he was still muscular. He smiled the most cruel smile he could manage.

"Must keep training," he muttered. "Must get stronger so Glomer can face ThunderCats in battle." And then his eyes and body stopped glowing. He turned around and went forth, straight into the Rockmen's territory.

ThunderCat and Berbil alike back at Cat's Lair had taken notice of the brief light show that occurred all over the planet. Whatever it was about, it served to increase Cheetara's worries over what she saw in her vision. She gritted her teeth and softly clenched her fists.

"Snarf snarf. What do you suppose that flash meant?" Snarf began.

"It sure didn't seem pleasant," said Tygra coldly, narrowing his eyes.

"Maybe some type of alien life form made its way to this world," guessed WilyKit.

"I'm not so sure it was an alien life form, Kit," chimed in WilyKat. "That flash had to have come from the Firetree Forest."

"The Firetree Forest?" Snarf repeated quickly, standing up on his tail. "Reowr. That's unexplored territory. Its heat can really leave you dehydrated if you stay there for too long."

"Come to think of it," deduced Tygra, looking over his people and the Berbils, "the energy we saw looked like the Firetree Forest's magic. But why would such power implode like that?"

"I'm not sure, Tygra," replied Ro-Ber-Belle. "Perhaps it's best never to go over there."

"It could be a sign that the forest's magic is increasing," Ro-Ber-Bill added, "making it even harder for others to pass through it."

"I think you're both right," Kat agreed. "Hopefully Lion-O and the others won't go near there whenever they come back from their trip."

"Besides, he knows to call for help when his back's against the wall," said Kit.

Tygra and the other ThunderCats turned to Cheetara to get her opinion on the brief energy burst, but they noticed that she was staring at the floor with a pained face. This worried them. "Are you alright, Cheetara?" he asked.

"I...I..." she struggled to say before passing out. Tygra caught her in time.

"Cheetara!" exclaimed Snarf and the ThunderKittens.

The Berbil team took notice of Cheetara's distress also, and muttered their worries over the unconscious ThunderCat. The stress over her vision of the future apparently was too much for her to bear.

Tygra lifted Cheetara up in his arms, assuring everyone around him, "I'll take her into her quarters to keep her company." He gazed at his comatose friend sadly, her conversation about her vision resurfacing in his mind. He took her inside the lair as everyone else looked on with worry.

Snarf got back on all fours and muttered, "Poor Cheetara. I've never seen her so worried about her vision."

"Y-you don't suppose it'll come true, do you?" asked Kit.

"Of course not," Kat stated nonchalantly. "The ThunderCats won't let it happen. There's nothing we can't overcome."

"Let's hope you're right, Kat. For our sakes, for Punky and friends' sake, and for Third Earth's sake."

The twins, Snarf, and the Berbils looked ahead, praying that Lion-O, Panthro, and Punky's crew would make it back safely.

In the midst of their Third Earth tour, Lion-O, Panthro, and Punky's crew had also seen the strange crimson light that flashed shortly. They were on their way to the jungle in the ThunderTank when the light show caused them to stop. They were pretty much stumped by that display of power.

"I don't suppose some kind of disco party is happening here?" joked Margaux flatly.

Lion-O and Panthro turned to the blonde girl, confused by what she meant. "Disco?" they both asked.

"It's a form of music people dance to back in our time," Margaux clarified.

"Um, right," Panthro said half-heartedly.

Getting back to business, Lion-O said, "Whatever that energy was, it came from the direction of the Firetree Forest."

"Firetree Forest?" repeated Punky.

"It's a place generated by heat. If you stay there any longer, you dehydrate."

"Then what if the energy we saw came from that forest?" questioned Allen. "Its heat probably must've intensified or something."

"It sorta would make sense," Cherie said to Allen.

Brandon barked in protest over learning about the Firetree Forest. He already didn't feel like going near it.

"I doubt it," Panthro interjected. "That energy could not have come from the forest. It appears that somebody may be using black magic just to show off."

"You don't suppose that Mumm-Ra person has anything to do with it, do you?" asked Punky of the two ThunderCats.

"Even if it were him, Punky," Lion-O answered, "I doubt he'd do something like this."

"In any case," finished Panthro for Lion-O, "We'd better not waste time. We've got a field trip to finish."

Lion-O and Team Punky nodded in agreement. No sense in panicking over a brief light burst. Panthro ignited the tank once again, and everyone was off to their next destination.

The Unicorn Keepers arrived at the Treetop Kingdom, though judging by their expressions, it was possible they'd seen the brief energy flash in the sky, and they could sense that it would alert all other Third Earthers. They dismounted their unicorns and went to two Warrior Maidens who were guarding the wood-made, hatch-shaped elevator that was attached to rope and led to Willa's hut - a sea-green-eyed woman with short black hair wearing yellow rags, and a hazel-eyed woman with red hair in two ponytails wearing dark-blue rags. They both carried spears. The keepers went up to the maidens and gave slight bows in their presence.

"We wish to speak with your queen," said the female keeper frankly.

"It is an urgent matter," the male keeper said.

The two Warrior Maidens looked to each other and nodded, then looked back to the Unicorn Keepers. The black-haired woman replied in an American-sounding voice, "Of course."

The red-haired woman gestured to the elevator in an Australian-like voice, "Please, step inside."

The keepers obliged the maidens and all four of them entered the elevator; through the use of some technology, the ladder took them upward, straight to Willa's hut. The four passengers got out and came face to face with Willa, who was sitting in her throne. The two maidens stood in front of the door while the keepers came up to Willa and bowed to her gracefully.

"Welcome, Unicorn Keepers," Willa greeted. "What brings you to the Treetop Kingdom this day?"

"We feel a battle has taken place in the River of Despair," said the male keeper first. "One of our unicorns discovered the charred remains of what used to be the Tongue-a-Saurus."

"That vile creature?" Willa questioned. "We Warrior Maidens have heard about him, but we've never ventured into the River of Despair."

"The creature is no more, I am afraid, Queen Willa," the female Unicorn Keeper stated frankly, nodding. "My beloved and I believe that his demise was not the work of the ThunderCats, but some unknown force."

"Was it Mumm-Ra or the Mutants?" inquired Willa.

The male Unicorn Keeper replied, "Neither. Whoever obliterated the Tongue-a-Saurus has a power that could destroy all life on this world."

All of a sudden, Willa's worries over the one called Glomer had increased. Could a creature as small as he truly have the power to destroy Third Earth? Her early conversation with Tessa and Nayda about the young Glomley came to mind. Whatever his friends had thought of him, he was still a magical being. Perhaps she was overthinking his potential need for destruction, but she needed more information before she could make a choice about him.

"Thank you both for bringing this to my attention," she said to the Unicorn Keepers. "Is there anything else you have to report?"

"There is," replied the female keeper. "There was a brief light show that eclipsed the skies. Have you seen it, too?"

"As a matter of fact, my people and I have," stated Willa. "We'd been caught off guard by the sudden energy burst. Where do you suppose it came from?"

"The Firetree Forest," both keepers said at the same time.

"Nobody has ever ventured there in years," said Willa warily. "Perhaps this 'unknown force' you speak is biding his time before he can reign destruction once again."

"If he dares to show himself..." trailed off the male keeper.

"Then you two will be the first to know," Willa said, nodding.

"Thank you, Your Majesty, for your time," said the female keeper with a smile, her husband smiling also.

Glomer at last made it to the Pass of the Rockmen. He'd already floated to the ground, choosing to conserve his powers for the moment. He look upwards at both sides of seemingly ordinary hills. He remembered the Great Glomley Elder's warning about coming near this pass. Once a passerby entered it, they weren't safe. Glomer smiled and decided to have some fun. He clasped his paws together and formed a glowing green sphere. He looked to the sky and launched the sphere near both hills as if he were playing basketball. The sphere exploded with a crack, which was just enough for the rocks on the hills to suddenly move about. They lifted upwards to reveal the Rockmen themselves carrying them. Glomer floated upwards to face them in person. He gave the them a raspberry, as if daring him to knock him out. This insult angered the two Rockmen closest to Glomer, and they unleashed their rocks on the buffed-up Glomley, who just smiled evilly at what would happen to him. The rocks appeared to have hit their mark, and they crashed into the ground. The same two Rockmen looked on. For a moment, it seemed Glomer had met his match. They couldn't be more wrong.

The rock below them cracked, emitting red energy. It broke in a flash, revealing Glomer himself glowing with the Firetree Forest's power, multiplying his own. He looked upward to all the Rockmen, floated up to them, and gave off a very wicked smirk. "That all you got?" he challenged in a low voice.

The Rockmen were shocked and disgusted by Glomer's power display. Usually an intruder would be crippled or worse by them, but for a being like Glomer to survive being flattened by them was unheard of. But they could not chance him becoming a potential threat to the Third Earth. He floated back down, not taking his eyes off of the Rockmen in an instant. The rest of the Rockmen threw their rocks down to Glomer, intent on taking him out for good. Glomer anticipated this and, with his eyes glowing red, spun around like a tornado, shredding the Rockmen's rocks like paper. Fragments of the rocks shot upwards rapidly, forcing all the Rockmen to shield themselves. What happened next would surely fascinate Glomer to no end. The Rockmen jumped downward to face him in person. They were about to beat him to a pulp! But this didn't phase old Glomer. Not even a little bit.

One Rockman advanced on Glomer, and he raised his right fist in front of the smaller creature in an effort to punch him. But Glomer blocked the punch with his left paw, seemingly unaffected by the force of the Rockman's fist. The Rockman proceeded to punch Glomer with his right fist, only for the Glomley to block it with his right paw. He held onto both the Rockman's fists effortlessly. The Rockman looked into Glomer's eyes, which were of unyielding malice and joy. The Rockman's own eyes widened in terror. Glomer shoved the bigger creature back with strength unmatched, causing the Rockman to knock down his own kind. Glomer waited for them to get back up and give him what was coming to him. They got up, all right, and they were furious...which was just what Glomer wanted. They were playing right into his trap.

One by one, the Rockmen formed a line and magically turned themselves into boulders. They bowled themselves at Glomer, still adamant on eliminating him. But Glomer remained unfazed. He leaped over the Rockmen like a natural gymnast, even doing a barrel roll while he was at it. He landed neatly back on the ground, and now he and the boulder-disguised Rockmen were in each other's positions. It was still one being against an entire army, but although the Rockmen were one with the earth, Glomer was on a totally different level. Once again they attempted to bowl over him. This time, though, he jumped onto them and quite literally ran on them before returning to the ground to face them. Were they in for a rude awakening.

The Rockmen changed back to humanoid form and turned to face Glomer, but before they could do anything else, Glomer lifted his arms into the sky and, by simply forming his paws into his fists, created a storm cloud that centered around the Rockmen themselves. They looked at the cloud and could tell right away it meant trouble. The cloud rumbled with thunder and lightning, and rained down on Glomer's stony opponents very,very hard. They were seemingly paralyzed by this type of sorcery from Glomer, flinching to the point of getting down on their knees. Glomer snickered at their despair. He looked to the storm cloud again, and he lifted his arms up and down, commanding the lightning to strike the Rockmen. The stony beings suddenly jerked up and screamed in horror as Glomer's magic was taking its toll on them. Glomer made the cloud vanish, the sky returned to normal, and the Rockmen stopped screaming. They were frozen stiff and soaking wet, their mouths still open.

Glomer next fired lasers from his eyes that dried up the Rockmen, then stopped. The Rockmen remained frozen, but in a twist, their red eyes faded to black, and their bodies began breaking under the pressure. One by one, they turned into dust. Glomer smiled darkly at defeating them. He floated to get a better view of their remains, and telepathically formed them into a circle. He pictured the symbol that his soon-to-be enemies, the ThunderCats, wore on their clothes. He kept that image inside his head as he shot a gold laser beam from the main finger of his left paw to recreate that symbol. By the time he was done, he used both paws to shoot spotlight-style green beams onto the symbol and weld it tightly into the ground. He succeeded. He got a good look at his masterpiece, and needless to say, the symbol was interestingly spot on. Glomer smiled, impressed that he managed to get it right. Now if any good non-ThunderCat people came to the Pass of the Rockmen, they would look on the ground at the very thing that became a beacon of hope for their world...and be shocked beyond belief over what became of the Rockmen.

Glomer's body glowed red once more. He clamped up his fists, looked to the sky, and roared, his voice echoing across the valley. His body grew two more times, his roundness dissolving further while his muscles remained intact. His body then stopped glowing, and he relaxed. He was evolving. Soon he would be fully prepared to face the ThunderCats and take them out for good. So he flew to his next destination: the Korath Mountains.

Mumm-Ra watched Glomer through his cauldron in his tomb chamber. He was smirking, pleased with the young Glomley's progress so far. Only two more tasks to go.

Prepare yourselves, ThunderCats, he thought darkly as he smiled fully, showing off his jagged teeth. Your so-called "friend," Glomer, will obliterate all of you, especially you, Lord Lion-O. You will all join your precious Jaga in the astral plane. Hahahahahaha. His eyes glowed to emphasize with his thoughts.

Lion-O, Panthro, and Team Punky continued the tour of Third Earth inside the ThunderTank. While they were trekking, Punky found herself thinking about Henry and all the times they'd spent together. It was simply amazing how far they'd come as people. She wondered how he was doing while she and her friends were in this dimension. Was he making sure not to have another cramp? Did he keep her in his thoughts? Would social services eventually catch on to Henry being an unfit parent? These questions and perhaps more ran through Punky's mind as Panthro pointed out that they were nearing the forest where the Treetop Kingdom was, though they weren't really going to the kingdom. Lion-O informed the children and Brandon that where they were going was a surprise until they arrived.

Punky's friends noticed her somber state, and Cherie asked, "You feeling alright, Punky?"

"I'm fine, Cherie," said Punky wistfully. "Just thinking about Henry, that's all. He must be worried sick about me. He'd have a right to be. Wouldn't you say, Brandon?"

Brandon cuddled with Punky, growling softly. Punky gladly pet him.

"Don't worry about Henry, Punky," consoled Allen. "I'm certain he can handle himself. After all, you brought joy back into his life."

"That's right," Margaux agreed. "You and your old man are lucky to have a relationship with each other. That's something money can't buy." She surprised herself with that last sentence. The rest of Team Punky seemed just as surprised.

"Wow, Margaux," said Cherie. "I never figured you to be the kind of person to actually put a person ahead of money."

"Me neither. I suppose you four are actually growing on me." She smiled, and in a voice that matched her personality, she added, "Just don't expect me to back down from a fight."

Punky, Allen, and Cherie exclaimed happily, giving Margaux thumbs up, "You got it!" Brandon barked proudly.

Lion-O turned to face the group, specifically Punky, and gave a small smile. She reminded him so much of himself. Already she was impacting his life in ways he could never fathom. She was the closest child he could relate to other than the ThunderKittens, seeing as how he was mentally still a child. The ThunderCats were right in that all of them were feeling impacted by Team Punky's presence. It seemed that the latter group was getting some attention from the Third Earthers, the Berbils moreso. Time would tell if the rest of the world would be ready Punky and friends.

Just then, the Eye of Thundera woke up, growling a warning. Lion-O and everyone else turned to look at the powerful jewel, Brandon getting a closer look. Panthro stopped the ThunderTank for a moment.

"There's danger," said Lion-O urgently as he stood up, unsheathed the Sword of Omens, and held it to his face. He commanded, "Sword of Omens, give me sight beyond sight." The sword's crossbars curled, and Lion-O's eyes glowed briefly. In the sword's vision, there was Tygra, on his knees, watching over a comatose Cheetara in her quarters at Cat's Lair. Tygra had a sorrowful expression on his face, as if he knew something bad was going on. "The work on Cat's Lair must've been too much for Cheetara to bear," Lion-O said worryingly. "She'll hopefully be fine once she recovers." Panthro and Team Punky looked on as Lion-O concentrated on the sword's powers of second sight.

Next, the sword showed him the Pass of the Rockmen, yet there were no Rockmen in sight. What the young lord discovered shocked him to his core - on the ground, there was a carved ThunderCat emblem. His eyes widened at the display. Who would do something like this? Was it simply to get a rise out of the ThunderCats? "A ThunderCat symbol in the Pass of the Rockmen?" he questioned. "This can't be real." Upon closer inspection from the Eye of Thundera, Lion-O realized that the carved emblem was the remains of the Rockmen. He said sadly, "It was made out of the Rockmen themselves." Pulling himself together, Lion-O ordered, "Sword of Omens, show me who conquered the Rockmen." The sword did as its master instructed, but as soon as it came near the one responsible for the Rockmen's deaths, the sword's vision turned black, as if it were losing reception. The Eye of Thundera closed and the sword's crossbars returned to normal afterwards.

Lion-O looked over the sword puzzlingly. "That's strange," he pondered. "I could've sworn the sword was about to reveal the Rockmen's destructor. Then all of a sudden it just...blanked out. Something must be seriously at play here." He sheathed the sword and sat back down.

"Rockmen?" questioned Allen. "There are really Rockmen on this planet?"

Lion-O turned to Team Punky and answered, "There used to be, according to the sword. They may not've been the brightest, but they were pretty strong. Nothing mattered to them but defending their home. We may have a pretty dangerous individual on our hands."

Upon hearing about what happened to the Rockmen, Team Punky's heart sank, Brandon whimpering sadly. They never came across the Rockmen, yet upon hearing about them, they couldn't help feeling a little sad over the Rockmen's demise. The stony beings only fought to protect their domain. A single person taking out an entire species like they did would be absolutely horrifying! Whatever was going on out there, it surely wasn't good.

But despite hearing about the Rockmen's passing, Panthro knew that there was a tour to be finished. "We can worry about our new enemy later," he advised Lion-O and Team Punky. "Right now we have a tour to finish. There's a certain type of cave we have to show you kids," he added, turning to Team Punky themselves. He was right. There wasn't time to learn about their new enemy. With everybody's spirits raised somewhat, Panthro resumed the journey to the forest.

Willa had called Tessa and Nayda to her hut following her conversation with the Unicorn Keepers. She informed her two fellow maidens about what the keepers told her, and needless to say, they became worried for their leader.

"This Glomer business must be taking a toll on you, sister," said Nayda. "Perhaps we should all forget him and move on with our lives."

"She's right, Your Majesty," agreed Tessa. "I'm getting bad vibes myself over all of this."

Willa sighed. "I'm afraid we can't," she informed her two trusted confidants, looking directly at them. "Something about that Glomer just peaks my curiosity. Is he friend, or is he foe? What the Unicorn Keepers told me has simply added to my fears over what will happen in the future."

"Well, at least only the three of us know about this," Nayda stated, looking near the exit. "I dread word of Glomer being a potential threat getting out to the entirety of Third Earth."

"Especially our own people," concluded Willa for her sister.

"I wish I could say I have faith in the ThunderCats, but..." trailed off Tessa, looking at the ground with sadness. She had a special connection with Panthro that would never go away, and she owed her life to him as he did hers. If anything happened to the ThunderCats, especially Panthro...she would not be able to live with herself.

"No, Tessa," Nayda comforted as she came to Tessa and placed a hand on the latter's right shoulder. "You are right to voice your concerns. Third Earth may be facing a threat we'll never understand." She gave Tessa a smirk and added, "If it arises, then we shall fight like the warriors that we are." Tessa gave a small smile, feeling at ease over Nayda's words.

Willa let herself smile at what she was seeing, Nayda's words echoing in her own mind. Her sister was right. If this new threat ever did come forth to terrorize all Third Earth, she had some of her best fighters to defend her. The Warrior Maidens would go down like warriors, not weaklings. First and foremost, they were a family.

Lion-O, Panthro, and Team Punky were at last at the forest. Panthro stopped the ThunderTank, and everyone got out and went inside the forest. They continued their trek until they came upon a large, rocky hill with a cave whose carvings around its mouth were full of hideous creatures with strange weapons as well as other symbols. Inside the cave was a glowing golden spear with two white tufts near its tip that was welded to the ground. The cave itself was guarded by two Warrior Maidens with normal spears: a ginger-bobbed, sea-green-eyed woman in fuschia rags, and a grey-blue-eyed woman whose dirty blonde hair was in a bun and who wore black rags. Upon seeing two members of the ThunderCat team, four children, and a dog, they relaxed their guard somewhat.

"Greetings, Warrior Maidens," spoke Lion-O. "We're not here to visit the cave at all. Panthro and I are just instructing our new friends about Third Earth."

"Willa told us of your new friends," the ginger-haired woman replied in a Scottish accent, looking at Team Punky with a smile. "They seem pretty nice." The kids and Brandon smiled back at her.

"Should Lion-O and I tell the kids about the cave you're guarding, or would you like to do the honors?" asked Panthro of the two maidens.

The blonde woman pondered Panthro's question with a "hmm," and when she looked at Team Punky, she replied in a northern accent, "Perhaps we could take turns in explaining the cave's history. Would you and Lord Lion-O like to go first, Panthro?"

"Okay then," replied Panthro with a smirk. He turned to Team Punky and gestured to the cave. "This, Punky and friends, is the Cave of Azzurra," he began. "It's a very dangerous place. It belonged to a powerful evil wizard named Azzurra, who put even Mumm-Ra to shame. Azzurra used to be a good soul before power and ambition had damaged him. Those who enter the cave are doomed to be prisoner's of Azzurra's dark magic forever. WilyKat and WilyKit learned that the hard way."

"You can see the carvings above the cave's mouth," said Lion-O next, pointing to the cave's writings. "They confirm that this is indeed Azzurra's lair." Indeed Team Punky did see the writings, and they felt unnerved, Brandon growling fiercely.

Now it was the two Warrior Maidens' turn. The blonde said to the kids, pointing to the spear in the cave, "That spear you see? It's an enchanted kind that belonged to Azzurra himself." She looked to the spear and continued, "It's an heirloom from his family tree that was passed down through many generations. Whereas his family used the spear for good purposes, Azzurra felt disgusted that its true potential couldn't be realized. Learning the ways of dark magic, he sought to control the spear and amplify its power with his own." She turned back to Team Punky and said, "His own hunger for power increasing, he used the spear to dominate Third Earth. Nobody was safe from his grasp."

The ginger added, "Azzurra had the entire world in the palm of his hand He was so vicious, no one seemed to be a match for him...until the Unicorn Keepers stepped in. They could no longer handle the darkness Azzurra had, so they chose to give it all they had against him. It seemed like a stalemate. But the keepers found a loophole in Azzurra's madness - he had been jealous of his family, most of all his parents. Knowing they could never allow his evil to torment people again, they cast a forbidden spell to vanquish him, but before he passed on, he transferred all of his dark powers to the cave that stands before us all today. His presence would be felt even as his body physically vanished."

"This very cave could never be entered as long as it contained Azzurra's influence," continued Lion-O. "But then it was discovered that his spear could seal away his magic forever. So it was that the Unicorn Keepers placed the spear inside the cave. It can only be removed for twelve hours as I've learned. Any longer than that, and it's global armageddon."

"That sure doesn't stop the cave from consuming those who enter it, though," said Panthro matter-of-factly. "Azzurra's power can never truly be stopped. Destroying the cave and the spear would unleash Azzurra's powers upon the world. In a way, he has won."

This was a lot to digest for Punky and her crew, even Brandon. The history of the Cave of Azzurra was quite dark, and they were stunned speechless to learn it. For the cave and spear to be the keys to maintaining life on Third Earth was troublesome.

Despite herself, Punky asked the one question that might've been on her friends' minds, too: "What did this Azzurra look like?"

"He was a person that was full of rage," explained the ginger maiden. "His attire was a mixture of green, purple, and grey, and he had neck-length hair and a moustache that were colored black. His eyes were as icy blue as his heart was."

That was all Team Punky needed to hear. It helped them to understand why Third Earth was a treacherous place to live. They were still strangers here, and they still had so much to learn about it. With Glomer missing in action, they needed each other now more than ever. They huddled together as a sign of their bond, Brandon sitting up and putting his paws on Punky's hip.

The Warrior Maiden guards watched in awe over the display of loyalty Punky's gang was sharing. They were beginning to see that these four kids and their dog were truly a family. The blonde maiden even shed a tear of joy and kindly wiped it away with her left hand. There was nothing that mattered more than family, after all.

Lion-O and Panthro, watching this scene themselves, nodded peacefully. As the two ThunderCats turned back to the guards, Panthro addressed, "I believe we'll be on our way now."

"You may go, ThunderCats," the blonde said. "Your new friends appear to be in great care."

The Korath Mountains: a series of jagged peaks surrounded my an entire multi-colored, swirling glow, just as the Great Glomley Elder (telepathically Mumm-Ra) described to Glomer. It was territory that nobody on Third Earth had never explored, and perhaps they never would. Not even the ThunderCats, who'd been informed about the mountains, have explored them. This rocky expanse was every bit the treacherous place it was. To think it used to contain civilization in the Second Earth days. It got itself a visitor in Glomer, who flew here without even the smallest bit of exhaustion. He looked over this mysterious location as best as he could. He could feel the mysticism behind the mountains. In quiet satisfaction, he was immersed with the mountains' energy. He closed his eyes and concentrated on the energy. Instantly he became one with it, and he could feel the instability it possessed. This gave him the idea to tame it before he could absorb it. So he spoke to the mountains telekenetically.

Korath Mountains, I beseech you. I needing your power for huge battle I facing that decides fate of all Third Earth. A great evil threatening this world, and it up to be to destroy it forever. I know it difficult to accept, but unless I saving this world, the promise I made to my master will being for naught. I failing myself as well as him if I not accomplish my mission. I promise I returning your power to you once I done.

The energy surrounding the Korath Mountains glowed white, apparently hearing Glomer's plea. In an instant, the energy left the mountains and changed into a small sphere, leaving the mountains suddenly bare and floating straight to Glomer. The Glomley faced the sphere with a determined look on his face. He meant what he said to it about keeping Third Earth safe...and keep it safe he would. He held his palms out and cupped the sphere, and he put it inside of his chest, the sphere vanishing on sight. He could feel the energy course through him like wildfire. Again his body glowed red, and again he grew two times, his body turning slim while his muscles remained intact. His body crackled with red energy. He closed his eyes, took a deep breath, and exhaled. He decided to test his growing powers by holding out his paws, which formed two white energy spheres. He launched them toward the very mountains that lent him their power. They hit their mark with a large-sized glow.

Glomer waited patiently. For a minute, nothing happened. But then, the mountains suddenly turned black, and disintegrated on impact. Glomer gave off a smile as he felt proud of obtaining more power. He turned around and looked to the sky, his smile never wavering. Today was a really good day for him. He was relishing following the Elder's orders to the letter. With lightning-fast speed he zoomed toward his final test for today, leaving behind a trail of glowing red dust. Any moment now, and he would be ready to wipe Third Earth clean of Lion-O and his nasty horde of ThunderCats!

At Cat's Lair, as work on its repairs continued outside, inside Cheetara's quarters, things seemed grim. Tygra watched with sadness as the comatose speedster was still resting. He and Cheetara had a mental link to each other that they told none of the other ThunderCats about, not even Lion-O. Back on Thundera, Tygra and Cheetara had felt like outsiders to their respective clans and every other Thunderian. Tygra thought back to when he and her first met when they were just cubs during Thundera's existence. He was a shy bookworm that was being groomed by his father Tiernan to become a ThunderCat, while Cheetara was forced by her parents to be a priestess instead of a ThunderCat like her father was. When their two clans eventually introduced them to each other, Cheetara and Tygra had inadvertently established the mental link they still had shared today; through that link, they managed to feel each other's pain. Tygra's was of not being the social type and always favoring books more than people, while Cheetara's was of being compared to her older siblings, Cas and Civa. The two kittens' lives immediately changed afterwards after they saw each other.

Cheetara's parents, her father Chaven and her mother Chana, had her train to become a priestess because they were made aware of her telepathic powers by Divine Mistress Chi, an elderly telepathic cheetah who could frighten all except Cheetara herself. Chi saw potential in Cheetara, a potential for the younger cheetah to use her newfound gift to help others around her. Begrudgingly, Cheetara complied, knowing full well what she really wanted. Despite her training sessions with Chi, Cheetara found her mind wandering towards being a ThunderCat, and especially Tygra, whom she couldn't stop thinking about upon their special meeting. She wanted to learn more about him. On a day off from her sessions with Chi, she eavesdropped on a solo training session Tygra was doing; he didn't appear to notice her as he was completely focused, though he could feel her presence. Cheetara decided to ask him about what happened to his mother mentally, but he refused to speak of her, as if she were taboo to his family. Cheetara wouldn't be deterred, though, for although she wanted so much to be a ThunderCat and not a priestess, she wanted so badly to help Tygra through his grief first.

During her next training session with Chi, Cheetara telepathically spoke her mind - that being a ThunderCat meant a lot more to her than what her parents planned for her. The elder cheetah responded sharply that the younger wasn't ready for that kind of responsibility. The two clashed mentally, with Cheetara becoming too strong for Chi and rendering the elder into a coma. Cheetara felt bad for what she did to Chi, and she lied to her family that the elder cheetah's telepathy became too much for her. She couldn't tell them, or anyone on Thundera, that it was she who put Chi in that coma. Chi was taken into custody by a group of Thunderian medics. Overcome with guilt, Cheetara chose to reach out telepathically to Tygra, who warned her not to abuse their mental link when he learned from her about what happened with Chi. She was scared that if she'd told the truth to her family, they'd never forgive her. Tygra didn't ridicule her, but he empathized with her plight. It was then that he finally told her what happened with his mother: her name was Nenya, and she was the mother he never knew because she had died giving birth to him. He, his father, and his more-sociable big brother Tylen forbade themselves to ever speak of her. From that point on, Tygra and Cheetara became friends.

Returning his mind to the present, Tygra gave a sad smile at Cheetara's comatose form. Both of them were currently ThunderCats, but they knew being a ThunderCat required hard work and determination. In fact, he gave Cheetara the courage to stand up to her family about what she wanted. And now here they were, on Third Earth with the rest of the ThunderCats. He was sure their mental link was still alive, even if one of them couldn't act. No matter what would happen, that link would not be severed, not even by Mumm-Ra himself.

"Ready to come back to work, Tygra?" asked a familiar nasally voice that Tygra recognized was Snarf's. The architect turned to see Lion-O's loyal companion at the open door. Snarf's expression was of empathy.

"I...I can't leave Cheetara by herself, Snarf," Tygra said, his voice cracking. "What if she never wakes up? What if her vision comes to pass and none of us are prepared for it?"

Snarf counseled, "Believe me, I'm just as much worried about it. Snarf snarf. But I'm also worried that if you don't help finish the lair's repairs, I'll go bonkers."

Tygra smiled at Snarf despite himself. "Always the worrier, aren't you?"

"Hey, you know me - I always worry, especially about Lion-O," Snarf stated jovially. Getting serious, he offered, "Let me look after Cheetara for you. The others need you."

"Are you sure, Snarf?" asked Tygra.

"I'm sure," answered Snarf positively. "I asked the ThunderKittens I'd watch over the fastest of us all."

As much as he wanted to argue with Snarf about Cheetara, Tygra knew deep down that the smaller creature was right. Cat's Lair's repairs need to come first. Tygra needed to muster all the strength he had to get the place back in shape.

"Well...if you insist," he said to Snarf, getting up. "Thank you," he added with a bow. He left Cheetara's quarters to get to work on repairing the lair, leaving Snarf alone to guard Cheetara. As soon as he entered her chambers, the door closed, and Snarf did his best to put on a brave face for his comatose fellow ThunderCat. His worrying was never limited to Lion-O; it extended to the rest of the ThunderCats. As long as they all stuck together, their Third Earth life would be a little easier.

Hang tough, Cheetara, Snarf thought. Lion-O and the others will be back soon, and maybe we can all try to straighten this out. That's a promise from old Snarf.

Now the ThunderTank and her crew were inside the Kingdom of Webs, the domain of the the vicious queen of 8 legs, Spidera. The crew were already out of the tank exploring the kingdom a little bit. Punky and friends were rightfully scared of the place, because it was full of ruin and so many webs, with Margaux mentioning sarcastically that she wouldn't want to ruin her hair in a place like this. Several different-looking spiders were minding their business when they got a look at the lion and panther creatures they now knew as ThunderCats, and four kids and a dog they never saw before. The seven visitors saw the spiders as well. In fear of the two ThunderCats, the spiders scurried away, either until the two ThunderCats were gone or until they would decimate the entire kingdom. Fortunately for the spiders, the latter would never happen.

"W-w-were those r-r-really spiders?" Margaux fearfully asked.

"Yes, Margaux," Cherie said, her own fear only slightly subdued. "Those were really spiders."

"This is the Kingdom of Webs," began Panthro. He pointed to a giant egg wrapped in webs and continued, "It's the home to a giant spider queen named Spidera."

Team Punky looked closely at the egg. Brandon growled menacingly at it. Punky wondered, "If that egg is housing this Spidera creature, why hasn't she hatched?"

"That can be explained," Lion-O chimed in. He and Panthro took turns revealing to Team Punky that Lion-O got entranced by a diamond fly to be lured into Spidera's domain, and that Snarf managed to warn him that the diamond fly was Mumm-Ra in disguise before his abduction. Although Lion-O dissolved Mumm-Ra's disguise with the Sword of Omens, he knew that he had to save Snarf. Once inside the Kingdom of Webs, he found Snarf trapped in a cocoon Spidera apparently made. When the giant arachnid herself entered the picture, Lion-O called in the cavalry. It seemed none of the ThunderCats were any match for Spidera, and Lion-O had contemplated ending her life before reminding himself of the Code of Thundera. And so it was that he and his fellows joined together in using the Sword of Omens to recreate Spidera's cocoon, imprisoning her so she would never terrorize Third Earth. It was the very same one she now resided in.

After that, Team Punky could barely digest the two ThunderCats' words. All Allen could manage was, "Wow."

"I guess you could say that the ThunderCats weaved a 'tangled web'," joked Lion-O, which got him and Panthro chuckling.

Cherie got the gist of the joke, and decided to test it by replying, "Oh, I get it. You just wanted to 'bug out.' Get it? 'Bug out'?" She laughed at her own joke, which got everyone around her laughing as well. Team Punky and the ThunderCats were growing closer, indeed. Afterwards, the laughter died down.

"We should return to Cat's Lair and see how everybody's faring," suggested Panthro. "We're still vulnerable until it's back in shape."

"I hear you, Panthro," Lion-O agreed. He asked Team Punky, "Do you think you guys are up for a training session tomorrow?"

"A training session?" asked the kids in surprise, Brandon raising an eyebrow in confusion.

"Third Earth is indeed a dangerous place, and sometimes the best way to survive it is to stay in shape."

Punky formed fists in her hands and held them to her face. "I've been fighting my whole life back where I come from," she said defiantly. She turned to her friends and continued, "And my friends have been fighting alongside me."

"That may be true, Punky," Panthro added, "but as you and your friends are learning, Third Earth is dangerous. You're gonna have to step outta your comfort zone if you wanna survive here. There's no telling when we'll come under attack by the Mutants, Mumm-Ra, or some other evil being."

This kind of conversation gave Punky and friends much to consider. Between their one-time battle with the Mutants and learning more about Third Earth, they still had much to learn during their time in this dimension. That they got a good look at some of the other locals of this planet besides the Berbils before falling into a deep sleep was a slow sign that they were earning some respect. No one was aware of Glomer's whereabouts, though if he ever came back to Team Punky and the ThunderCats, he would be a completely different person. Both sides still kept Glomer in their thoughts.

After much thought, Team Punky looked to each other and nodded, then to Lion-O and Panthro with smiles on their faces. "All right, ThunderCats," agreed Punky. "We'll train with you tomorrow."

"It's settled then," Lion-O replied with a smile of his own. He, Panthro, and Team Punky got back into the ThunderTank and were on their way back to Cat's Lair. So far today had no interruptions, other than the Sword of Omens warning Lion-O of danger. Once Panthro activated the tank's engines, he drove his friends out of the Kingdom of Webs and straight for home.

At last, Glomer made it straight to the gigantic Miggit Swarm Monster, which was a cross between a locust and a humanoid. It was sleeping, the Miggits comprising it emitting a chirping sound as it snoozed. It was near the River of Despair like the former Living Ooze was. Glomer smiled with delight at his final mission for the day. Once he accomplished it, he would return to the Great Glomley Elder for what would happen next. The first thing Glomer had to do was goad the monster into fighting him. He imitated a frog's "ribbit," having learned about animal life back on First Earth. It was enough to stir the giant locust-shaped creature from its sleep. Its red bug eyes opened slightly, and it yawned like a bee. It opened its eyes fully and turned to see who disturbed its slumber, and it widened its eyes in surprise to see a mean-looking, muscular gopher creature.

"Okay, giant bug man," dared Glomer, his voice noticably deeper. "You about to get squashed. Permanently."

This angered the monster greatly, and it got up with the reflexes of a bug as well as those of a warrior. It roared at Glomer with a scream that would pierce even the toughest of foes. One lash from its right arm, and its clawed hand unleashed a whirlwind of Miggits on Glomer, who closed his eyes and remained calm even as the swarm covered him up. The monster didn't let up on its assault as it was determined to devour its adversary. And yet...underneath its grip, Glomer didn't disintegrate. Glomer opened his eyes, and as soon as they and the rest of his body glowed red, he burst open from the monster's grip, and its arm returned to normal. Glomer floated upwards from the monster with his paws on his hips, throwing a raspberry at the monster that only agitated it further. It formed a fist in its left arm, and it catapulted that fist towards Glomer by stretching out its arm, punching him in the gut very hard. Unfortunately, due to Glomer's magic getting stronger, the monster's fist rattled, causing its entire body to rattle as well and forcing it to retract its arm.

"Bug man go wiggly," taunted Glomer as he snickered menacingly. The Miggit Swarm Monster was indeed a worthy opponent for him, but he knew he had to get down to business. He needed to evolve for his greatest battle yet to come.

After the creature recovered, it leaped up to Glomer and gave him a kick that sent him tumbling back a bit, then cupped its fists together and knocked the Glomley into the ground, which exploded on impact. The monster, now back on the ground, looked closely to see if its enemy was finished for good. It couldn't have been more wrong. There was a rumble, and Glomer came out of the ground looking no worse for wear. This surprised his insect-like opponent, who now looked determined to take care of Glomer forever.

Not the least bit fazed by his enemy, Glomer conjured up an electrically-charged white sphere and unleashed it on the creature. The creature yelped as it felt part of its stomach come apart by the energy attack, and it howled angrily. It opened its mouth and unleashed a barrage of Miggits, an equivalent of a dragon breathing fire. Glomer launched red lasers from his eyes to burn out the barrage, knowing full well that the monster had no effect on him. It seemed like a stalemate, with neither opponent backing down. However, that wouldn't last for long. Glomer smiled wickedly and increased the power of his laser vision, and it not only dissolved the monster's barrage, but it knocked the monster itself into the ground, causing a small tremor. But the monster would not go down.

It got back up and formed a lasso out of its left arm. It swung its arm around and wrapped Glomer in its grip, and it swung Glomer left and right, thrashing him all around with pure glee. It ended the charade by once again bashing Glomer into the ground. The giant creature considered feeding him to the River of Despair, sending him straight to the Whirlpool of Infinity to be forever drowned by the sea. Unfortunately, Glomer, who pretended to be unconscious, opened his eyes, which glowed red once more, and he opened fire upon the monster's own eyes, disintegrating them. This left the monster blinded and screeching, forcing it to let go of Glomer and retract its arm and covering its eyes with its hands. Glomer got up, inhaled, and blew ice breath on the monster, freezing it in its tracks. It was now an ice statue, its arms stretched out and its mouth open.

Glomer was pleased at his new "sculpture." It seemed almost too easy to defeat the Miggit Swarm Monster. But it just wasn't enough. Glomer floated upwards and far enough so that the monster would remain in sight. His eyes and body at the same time glowed a deeper crimson shade, and he stretched his arms and legs out, transforming himself into a living fireball. with tremendous speed, the fireball aimed at the frozen Miggit Swarm Monster, melting it on the spot, terminating the evil creature for good. The fireball changed back to Glomer, and his eyes stopped glowing, yet the red hue surrounding his body became regular again. He turned around, smiled, and tightened his paws. His body grew two times for one last time - his hair becoming a stylized mane and his beard becoming slightly longer and twisted - and now his body had no trace of roundness whatsoever. He'd done it! He'd actually done it! He'd accomplished all four missions in a single day! The Great Glomley Elder was training his pupil well.

Reaching out to the Elder telepathically with his eyes closed, Glomer informed him, Missions accomplished, Elder. What further orders you having for me?

The Elder's ghost appeared in Glomer's mind and responded, Go to Pit of Netherwitch until I finding more suitable place for your headquarters. I let you know when I made my decision. An image of the Pit of the Netherwitch appeared in the Elder's place.

As you command, Elder, stated Glomer. He focused all of his strength on the image, and in a white flash, he vanished from his spot...

...and straight to the pit itself. He stared intently at its monster-mouthed entrance, and he floated inside of it, completely ignoring the strange, terrifying monsters that resided there. He didn't care if the pit was scary at all. He just needed a place to rest. He found the perfect spot: a wall. Using telekinesis, he formed a wide rectangle with his hands, and instantly a piece of the wall came apart. He conjured up a pillow and a blue sheet from his head and set himself up for bed. And then, he went to sleep in preparation for tomorrow. There would be nothing to disturb him from his sleep. Not even the strange creatures within the pit. Nothing mattered to him but keeping his beloved Chaundoon safe from harm.

Mumm-Ra watched the sleeping Glomer through his cauldron. He was reveling in his manipulation of Glomer through the fake Great Glomley Elder image he kept using, as well as disguising his voice as the Elder's. The information he received about Glomer's homeland had proven to be most helpful.

"Most excellent," he said quietly. "Now to think of a more suitable location for dear Glomer." He raised his arms, and Glomer's image changed to a place he, the Mutants, and the ThunderCats had been before: Mount Anguish. It featured giant stone slabs in a circle, and on the side of its cliffs below was a large carving of a demonoid face. This very place was where Mumm-Ra attempted to free Ta-She from the Time Warp Prison, where time itself was meaningless, just as time was meaningless to Mumm-Ra. But the ThunderCats easily thwarted his attempt, so now Ta-She would forever remain trapped in her eternal prison. Now Mumm-Ra would need Mount Anguish once more for an altogther different purpose: the unleashing of Glomer on the ThunderCats. Mumm-Ra smiled, and his eyes glowed.

"I have need of your services once again, Mount Anguish," he spoke to the image. "Tomorrow, you will serve as the catalyst for the ulitmate obliteration of my most hated foes, the ThunderCats. And this entire planet will be mine again," he concluded with a cackle. The image faded, and Mumm-Ra's eyes stopped glowing. He then once more returned to his crypt to prepare for tomorrow. He was doing a really great job of keeping Glomer on the side of darkness. Relocating the Chaundoon native to Mount Anguish was the perfect plan Mumm-Ra devised. Every living being on Third Earth would kneel before him, or perish by his hands. He was now inside the crypt and immediately went to sleep, his plan set in motion. The crypt slid shut, and for now silence reigned over the tomb chamber, save for the boiling cauldron.

Wow. This story seems to get longer every time I write it. This is an even longer chapter right here, because this very project of mine seems to demand more from me. But, stories tend to have a mind of their own, and we, as writers, have no choice but to let them flow. I really hope you've enjoyed this new chapter and my interpretation of these amazing characters from two amazing '80s shows. In the next chapter, Mumm-Ra relocates Glomer's Third Earth base to Mount Anguish to prepare Glomer for the ultimate showdown with Lion-O and the ThunderCats, the ThunderCats themselves train Team Punky to better survive on Third Earth as the Cat's Lair's repairs are near completion, the Berbils salvage a piece of the lair's weaponry with Tygra and Panthro's guidance, and Team Punky puts their training to the test when they face the Lizarthon from the "Trouble with Time" episode. Now for some highlights:

1) The Molemen are recurring characters from ThunderCats' first season, having debuted in "The Garden of Delights."

2) The Korath Mountains are lifted from Knight Writer Thundercat's ThunderCats/Bio-Booster Armor Guyver crossover fanfic series, which can be read on this site by clicking the ThunderCats crossover section, and on ThunderCatsFans-dot-org. Bio-Booster Armor Guyver is a manga series that's been adapted and told by anime in different ways, and even there were two live-action movies, The Guyver and Guyver: Dark Hero, based on the manga.

3) Mumm-Ra fought the magical bird-humanoid Zaxx in episode 128 of ThunderCats' second season, titled "The Zaxx Factor."

4) I took some liberties with the Cave of Azzurra's origin - I've made it so that the cave is anchored to Third Earth's present state, and that to free the cave's spear would spell worldwide armageddon. I even made up how the wizard Azzurra looked.

5) Most of Tygra and Cheetara's backstory comes from TanC's ThunderCats fanfiction. You can only read said fanfiction on ThunderCatsFans-dot-org.

6) The Marvel comic-book adaptation I currently own of the season-one episode "Queen of 8 Legs" featured an ending different from the actual episode. At the end of the episode, the ThunderCats outright obliterated Spidera, burying her; the comic-book version has the ThunderCats using the power of the Sword of Omens to seal Spidera in the cocoon she just hatched from.

7) Mount Anguish is a treacherous mountain that appeared in two episodes from season one: "The Doomgaze" and "The Time Capsule." It's called Mount Anguish on paper, but never onscreen.

Oh, and P.S., Happy belated Mother's Day! :D