The ThunderCats travel back to the Elephants' village in the Thundertank, following the true trail to the next stone's location. On the way, Lion-O, Cheetara, and Tygra try to explain what the astral planes are to Panthro. Lion-O says he "finally has the hang of" his sword, and Cheetara congratulates him saying there is a reason the sword chose him. Lion-O then states "it's probably the same reason she will chose me" after Cheetara goes into the tank. Tygra then mutters to himself "And just like the sword, it's one more thing you don't deserve." Tygra thinks back to when he was a young guard attempting to help a young Cheetara find where the clerics reside; even then Tygra had affections for her. Cheetara gets to the building and is let in by Jaga, but he tells her to work on her patience before she tries to be a cleric and kicks her out. Tygra's flashback ends and they stop near the village to find that it has been taken over by Grune's forces. Grune is frustrated when he keeps getting told by the elephants that the stone is in the hut and is annoyed by their forgetfulness. He gives the elephants until the third moon rises to tell him how to get the stone. Meanwhile, Lion-O and Cheetara plan to wait until nightfall to use stealth to attack Grune and the lizards. Tygra, however, thinks they should attack as soon as possible and use the tank. They eventually go with Lion-O and Cheetara's plan, which leads into another flashback with Cheetara still sitting outside of the clerics' building. She smiles and Tygra thinks it is because he is there, but it is because Jaga had returned and she wanted another chance to join the clerics. After several more days of rejection, Jaga decides that she has learned patience and welcomes her into the clerics (although she is asleep). The flashback ends, showing the ThunderCats in a field adjacent to the village. Lion-O talks to Cheetara about he and Tygra's competitive relationship and he worries of the "darkness" within his older brother. She responds that it is probably due to having always lived under his younger brother's shadow. Snarf runs up to the Lizards guarding the village and creates a diversion, leading them straight into Panthro and the fighting soon begins. During the fight, WilyKit and WilyKat go check on the elephants, who notice WilyKit and unintentionally blows their stealth operation. Grune then forces the cats to drop all of their weapons and tell him where the stone is. Lion-O agrees to show him where it is in order to save the elephants, and Tygra disappears, assumingly trying to do something that outshines Lion-O and impresses Cheetara. Lion-O opens up the gate to the astral plane with the Sword of Omens. Grune then takes the sword and tells his forces to kill the ThunderCats and the Elephants. Tygra returns in the tank and rescues the them both. Lion-O then steals the sword back making Grune and his forces abandon the village. Lion-O then prepares to enter the astral plane. Cheetara wishes him luck and kisses him on the cheek, leading Tygra to get angry and insist that he go in the gate as well, claiming the mission is too much for Lion-O to handle alone. Lion-O barely agrees, and lets Tygra enter first. Before Lion-O enters, Anet warns him that he just saw a shocking vision; Tygra will betray Lion-O by the next evening. After Lion-O enters, Mumm-Ra (disguised as a crow) goes through the gate as well.