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While traveling, Lion-O's cockiness loses him the Sword of Omens to the Duelist, a villainous sword-collector. With the help of the listless Drifter, Lion-O must get it back.
Lion-O ventures into the Book of Omens where he becomes the incarnation of his renowned ancestor, the valiant Leo, who led the rebellion against Mumm-Ra in a previous millennium.
The ThunderCats meet the mysterious beings who had helped them during the night and they turn out to be the Berbils, or Ro-Bears. The Berbils treat the ThunderCats with great hospitality until the village is attacked and some of the Berbils are captured. The ThunderCats help their new friends and a battle for freedom ensues.