The Cats track the location of the first stone to the mystical Elephant Village, but Lion-O can't find the specific location and the forgetful Elephants no longer remember where it is.

The Cats are ready to retrieve the stone from the "Astral Plane" in the Elephant Village, but find it overtaken by Grunea and Mumm-Ra's forces. Plus, Tygra and Cheetara's early relationship to one another is revealed.

Tygra and Lion-O enter the Astral Plane to retrieve the stone, but encounter Mumm-Ra in the process. Grune and Panthro have their final duel. Cheetara finally chooses her beau.