Mumm-Ra asks Nemesis to show him a way to defeat the ThunderCats so that he can rule Third Earth. The force of darkness tells him to free princess Ta-She, from her Time Warp prison and use her power of the Doomgaze to defeat the ThunderCats. Mumm-Ra summons Ta-She in her prison and she agrees to share the power of the Doomgaze with him if he can free her from the Time Warp prison. Initially, Ta-She believes that her freedom is impossible since only she knows the "key" to the Time Warp prison. Mumm-Ra however, reveals that he too knows the key to free her which consists of a tuft of a cheetah's hair, a Berbil's tear, a shoe from an enchanted unicorn and a hero to take her place in the Time Warp prison.Outside Cats Lair, Lion-O is getting training lessons from Panthro when the young lord gets distracted by a dark cloud in the sky which is moving in the opposite direction to all the other clouds. He calls upon the Sword of Omens' "Sight beyond sight" vision which reveals that the cloud is actually some kind of air-borne jellyfish and that it is headed straight for the Berbil Village.The ThunderCats rush to the village but the Man-o-War Cloud reaches there first and abducts Ro-Bear-Belle. Cheetarazooms after the jellyfish, leaving scratch marks on trees for Lion-O to follow. As she is running, Cheetara gets ensnared in a net by Slithe who chops off a tuft of her hair. Cheetara manages to rip apart the net but before she can do anything, the Man-o-War cloud grabs Slithe in its other tentacle and flies away.Further along the trail, Jackalman pries off a shoe from a unicorn that he has captured. Lion-O and Snarf arrive but Jackalman flees with the shoe before they can do anything. Lion-O suspects that only Mumm-Ra can be behind all these strange events. He once again uses "Sight beyond sight" and sees a vision of Mumm-Ra and the Mutants, gathered atopMount Anguish. Intending to hit the enemies from both sides, Lion-O tells Cheetara to reach the mountain via thePhosphorus Desert while he and Snarf scale the Crumbling Cliffs of Vertigo.They reach Mount Anguish where a ceremony is in progress and Mumm-Ra has begun his incantation. He then summons Ta-She who floats down from her boat. Lion-O is mesmerized by her beauty and fails to act when Mumm-Ra forcefully draws out a tear from Ro-Bear Belle. Lion-O finally springs into action at which point Mumm-Ra reveals that the young lord was the hero who would take Ta-She's place in the Time Warp prison. Lion-O manages to summon the other ThunderCats using the Sword of Omens before Ta-She immobilizes him using the Doomgaze. Panthro, Tygra, Wilykitand Wilykat jump into the ThunderTank and head to Mount Anguish but the tank gets stuck in the Field of Daggers.Ta-She then tries to use the Doomgaze on Cheetara but being a woman, she is immune to Ta-She's control and she removes the cloak that Ta-She had put on Lion-O and throws it at Ta-She who is pulled back into her eternal prison. At that point, the other ThunderCats arrive and a fierce battle ensues between the Cats and Mumm-Ra. Sensing that he has used up too much of his power, Mumm-Ra retreats back to his pyramid.