Wilykat is up on Mount Thundar waiting for orders from Lion-O, and telling the Thunderguard story's of past battles with the Thundercats. Mean while at the Cat's Lair, Lion-O is beginning to act a little strange, and Panthro starts to be come suspicious. Wilykat is also trying to tell Cheetara that Lion-O is acting out of character but no one seems to listen because she's a kid. The other people that came to New Thundera from third Earth are at the Cat's Lair to talk to Lion-O about what a bad idea the Thunderguards, when a transmission is receive from Wilykat about a terrible battle with the Ice Trogs. They seemed to have plains of the Cat's Lair and where piloting to take over new Thundera. Lion-O suspects a traitor is among then and uses Sight Beyond Sight to show Panthro with the Ice Trogs. Lion-O passes his judgment on Panthro after they fight and his sentence is death.