From the Shadow Realm, the Shadowmaster contacts the Ancient Spirits of Evil (ASOE), telling them of how he captured Lion-O's father, Claudus, just before Thundera blew up. Then the Shadowmaster, through a bad dream, shows Lion-O his captured father and challenges Lion-O to a fight. Lion-O goes to the Shadow Realm through the Book and Sword of Omens, and is able to fight the Shadowmaster as long as the Sword stays bonded to the book. However, the Shadowmaster sends a huge bat to steal the Sword. It succeeds, and then Lion-O becomes very weak in the Shadow Realm. Mumm-Ra meanwhile, feeling like the ASOE will turn against him in favor of the Shadowmaster, sends Ma-Mutt to secretly steal the sword from the bat and put it back near the book. This renews Lion-O's strength, who calls for the Sword, rescues Claudus, and exiles the Shadowmaster. Claudus leaves Lion-O, but at the end you see him and Jaga standing next to each other in that blue, ghostly form.