The Thundercats use a new Tower signal to guide a Thunderian ship in; aboard are Baron Tass and Mr. Grubber, a devious pair of Thunderians. Later Lion-O sends Torr, Baron Tass and Mr. Grubber to get water, but on the way the Baron stops at the Well of Doubt and gets some of its water. The water causes a person to become very doubtful of his own abilities. When they get back to the Thundercats, Baron Tass gives some of the water to Lion-O. On the way to inspecting the new Tower in the Whisker, Lion-O feels the effects of the water and causes the Whisker to crash. Tass comes back (from getting his Guardsman, giant stone-men), and has them attack the Thundercats. Jagara has the others hold the Sword, and when Lion-O grabs hold of the sword, he's free of the water's effect. Then he fights off the Guardsman, and makes a storm, which causes the Guardsman to fall apart, and Tass promises to change his ways.