Two aliens arrive in spaceships and fight near Cats Lair. Lion-Oquickly encounters the two beings, a Kymera and a Terator, who each tell him the other's race is evil and cannot be trusted. Unfortunately, he makes the mistake of assuming that the more attractive of the two is the one he should side with.
Eventually the deception is revealed. After realizing his mistake, Lion-O summons the rest of the Thundercats who arrive in theFeliner to defeat the true villian and help out the other alien.