As the Lizards keep getting closer to the Thundercats, Lion-O questions if they're fighting a losing battle. When they see a small armada catching up, they hide in a thorn-bush forest where they meet the Petalars. The Petalars have lived in the forest since their ancestors were swept there by a powerful wind. Lion-O meets a young boy, Emrick, who wants be a hero like him. The Thundercats join the Petalars in their journey to the Valley of Winds, guided by an ancient map. Lion-O realizes that Emrick ages quickly, after which Cheetara learns that the Petalars live for what is a day to everyone else, but is a lifetime to the Petalars, who do not know or notice this. At the Gate to the valley, the group is ambushed by three Lizards. The Petalars, grateful to the Cats for aiding them on their journey, stun the Lizards long enough for the Cats to win. Slythe becomes impatient and orders the forest to be burned down. The ensuing fire cause an updraft allowing the Petalars to ride and escape. Emrick, now a dying old man, thanks Lion-O for being his friend and reminds him that what matters in life is how fully we live, before passing away. Now more confident, Lion-O leads the Thundercats against the Lizards outside the forest. When the Lizards are about to kill them, Panthro arrives in the Thundertank and easily dispatches them.