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. Now Lion-O has 2 mentors to give hi

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.