After recovering the Book of Omens, Lion-O theorizes that it is technology rather than magic. He is able to power it up and his soul is sent into the book. Lion-O meets Jaga's spirit, who explains that the book is a fusion of magic and technology, sending Lion-O into the book’s data to see how history unfolded through the eyes of his ancestor Leo. In the past, Lion-O discovers that Leo is the commander of the cats, who serve Mumm-Ra as his jailers of the other animals. Mumm-Ra is after the “Warstone”, which Lion-O recognizes as the Eye of Thundera. After discovering it’s location, Mumm-Ra sends forces to the planet below to recover the stone. At the same time, a riot breaks out in the prison bay. Leo and his second-in-command Panthera (who is also his girlfriend) arrest the Jackal and Lizard perpetrators where Lion-O discovers that they are planning a rebellion with the other animals. Leo uses his mages to construct the Sword of Omens and the Gauntlet. Captain Tygus recovers the Warstone, but it is taken by Leo who then proceeds to use it to complete the Sword of Omens. Leo then confronts Mumm-Ra, and learning about three other stone similar to the Warstone, takes one. Mumm-Ra uses the two remaining stones to create a battle armor powered by magic. Leo is able to force Mumm-Ra off the platform, giving Leo time to free the other Animals, inspiring them to fight. Mumm-Ra returns to finish the battle, and seems to be winning, until Leo adds the stone he took to his gauntlet. After a battle, Leo overpowers Mumm-Ra and takes the other two stones, causing Mumm-Ra to become decrepit and old. The ship, damaged by their fight, begins to crash. Mumm-Ra manages to put himself into an emergency capsule, but Leo and Panthera destroy the controls, trapping him inside. Lion-O is pulled out of the simulation, and Jaga reveals that the data had been corrupted by the crash, but there were enough survivors to start civilization. However, the other three stones were lost all over Third-Earth. He realizes that he must find the three stones using the Book of Omens, and unite the animals once again. Lion-O returns to his body, waking up with the others standing over him concerned. Newly confident, he states that he now knows what they must do.