The scene starts out with Nocti and the rest of the ThunderCats fighting a demon monster that has been terrorizing the Snarf Village. All of the ThunderCats has had little success against the creature... except Nocti. After boosting to Super-Saiyin Level 2, she easily uses her magic powers to subdue the monster.

After the battle, Nocti goes back to her room, and gets comfortable. While Nocti naps, her sisters talk about her surge of power she has gained as well as her increasing popularity. "How did Nocti get so powerful all of a sudden?" Acrapha protested. "I'm so jealous." Orintha turned to her older sister and said, "You're right... She has grown more popular... and it seems that we've become second fiddle." "I agree to that." Hypnos snapped. "We were so close until Daddy died. Now, it seems that we're being pushed back."

Arakni & Waterturkey turned to her sisters and told them their opinions. "Why do you say that? If she didn't want us around, why do you think Nocti and the others wished me and Arakni back?" Waterturkey said. "We would have been in King Yamma's office for eternity if it wasn't for our big sister." "She's right." Arakni said.

Acrapha, unfortunately, didn't believe her youngest and twin sister. "I don't believe it!" Acrapha said with a lilt of anger in her voice. "We should get the exact amount of attention as she! We're just as good as she, and we can prove it!" Hypnos turned to her sister and said... "Oh? How's that?" Acrapha turned to Hypnos and said, "Do you remember the story of how the four MagiMutants got trapped in crystal about ten miles south of Cat's Lair? The three of us go there, free them, and then we come back home with their heads!"

Hypnos & Orintha liked the idea. Arakni & Waterturkey, however, didn't like Acrapha's plan. "What? Are you crazy?" Arakni said. "Mom said to never find the Mutants and free them!" Acrapha turned to her younger and twin sisters and said to them, "I don't care! I'm sick and tired of being second fiddle! Hypnos & Orintha are tired of being in the shadows too! If you want to stay in the darkness, be my guest, but you're not going to stop us from proving ourselves to the other ThunderCats!"

Arakni & Waterturkey protested again about their sisters' plan, but all their words were in vain. They could not dissuade their sisters from changing their minds. "If we cannot stop you from going on with your suicide mission, then we're going to ask someone who can!" Arakni & Waterturkey said as a lost resort. "Oh no you don't!" Acrapha shouted. Then, Acrapha used her magic to tie up Arakni & Waterturkey in magic cocoons. "You're coming with us, so you two won't ruin our plan!" After throwing Arakni & Waterturkey in the back seats, Acrapha, Hypnos & Orintha hot-wired the ThunderTank and sped off to carry out their plan.

Nocti was still in her room, tired from all of the duties she has been doing since her father's untimely demise. With all of her duties she now has to portray and all the battles she had to face, she started to feel burned out. Nocti sighed and looked to the skies and said to herself, "Father, am I really up to this job? I feel like I've been given too much to do."

"It comes with the territory..."

Nocti turned to her side and saw the spirit form of her father, Lion-O, sitting beside her bed. "Father?" Nocti asked. "Is that you?" "Nocti, my daughter, what I have given to is an enormous responsibility." Lion-O said. "It appears that your job has become too big for you to handle alone. Ask your sisters for help. They deserve to be in the limelight just as much as you do."

Nocti turned to her father and said, "But, I fell that if I ask for help, It would show that I'm too weak to rule the planet." Lion-O turned to his eldest daughter and said, "Asking for help is not a sign of weakness, but a sign of strength. Those who do not ask for help when they need are the ones who are weak." Lion-O was fading away. "Father, come back!" Nocti shouted. "Asking for help is not a sign of weakness..." Those were Lion-O's last words before he vanish.

Moments later, the Sword of Omens start to growl and glow. "Oh now! Danger is amiss!" Lion-O aligned the Sword of Omens to her eyes and shouted, "Sword of Omens, give me sight beyond sight!" Through the sword, she could see her sisters going through New Thundera in the ThunderTank. "Why are my sisters joy riding in the ThunderTank?" Nocti questioned herself. "Sword of Omens, show me more!" Nocti then could see where they are heading... The crystal where Slythe, Monkian, Jackalman & Vultureman are imprisoned. "They're going to free the MagiMutants?!?! What are they thinking????"

Just then, Panthro runs into Nocti's room. "Nocti, someone broke in Cats' Lair and hot-wired the ThunderTank!" Nocti turned to Panthro. "I know Panthro, my sister to the ThunderTank, and we have to stop them before they make a huge mistake." After that, the Nocti and Panthro gathered the other ThunderCats to get in their remaining vehicles, so they can save Nocti's sisters from themselves.

Meanwhile, Hypnos, Acrapha & Orintha managed to reach to the place where the four MagiMutants were... in their crystal prison. "Okay, we're here." Acrapha said. "The sooner we free these guys and behead them, the sooner we can prove ourselves to the other ThunderCats." Arakni & Waterturkey were screaming to their sisters to stop their madness, but Orintha silenced her sisters by covering their mouths. "Hypnos, did you bring the Staff of Araya?" Orintha asked. Hypnos agreed and broke out her magic staff. "I have it." Hypnos said. Acrapha then said to her sister. "Good, now all we need to do is to use the staff on the crystal, so we can free them, kill them, and bring to the others their heads."

Hypnos has the Staff of Araya in her hands. She was about to swat the large crystal with until they heard a familiar noise. Acrapha looked to her sister. "Hypnos, what's going on?" Acrapha asked. "I... I hear something." Hypnos responded. "It sounds like... we've been followed! Hypnos, Acrapha & Orintha thought their plan would fail for sure, so all three held the Staff of Araya and concentrated their magic on it.

The rest of the ThunderCats finally found the ThunderTank and the girls trying their magic trick. "Oh no!" Nocti shouted. "Stop this madness! You're about to open a Pandora's Box!" Hypnos, Acrapha & Orintha would not listen to reason. "We're tired of being second fiddle!" Acrapha shouted. "We are going to you once and for all that we can be just as powerful as you!" Nocti tried to speak some sense into her sister, but alas, it was too late.

Acrapha, Hypnos & Orintha consummated their magic spell with the Staff of Araya and set free the four mutants that were imprisoned for over twenty years. The crystal shards went flying in every direction, and Slythe, Jackalman, Monkian & Vultureman were free from their prison! Slythe looked around his surroundings and saw that time has passed since the last battle.

"Free!" Slythe shouted. "We are free at last!" Jackalman & Monkian walked a bit and felt stiff, for they were frozen for so long. Vultureman slowly stretched his arms and legs. "Now that were are finally free from that accursed crystal prison," Slythe hissed, "We shall find the one who put us away... Lion-O!" Acrapha snapped, "You're a little too late. He's dead." Slythe was a bit surprised. "Very well, we'll start off with his offspring!"

Nocti gasped. "That must mean," Nocti thought, "they'll be coming after me!" Nocti said to the mutants. "If you are to fight, fight with me first, for Lion-O is my father!" Slythe cracked an evil smile. "So you... the Nina De Milagro, eh?" Slythe cracked. "Fine, that makes my job of hunting and killing you much easier... FIRE2!!!!!" Slythe chanted the "Fire2" spell at Nocti, but she easily blocked the attack with a Magic Wall.

"Is that the best you can do reptile?" Nocti snapped. "You're not dealing with an innocent child, or a helpless little girl... you're dealing with the future ruler of New Thundera!" Slythe was infuriated. "You've got a sharp tongue." Slythe hissed. "You need to cool down... ICE3!!!!!" Slythe chanted an Ice3 spell on Nocti. Before Nocti can protect herself with an Anti-Ice Aura, the spell hit her directly and imprisoned her in a block of ice.

Acrapha, Orintha & Hypnos and the rest of the ThunderCats were in shock as they see Slythe ice Nocti. Acrapha said to herself, "What have I done?" The other ThunderCats begun their attack on the four Mutants.

Panthro & Tygra used their respective weapons on the mutants. Monkian & Jackalman each chanted "Safe" on themselves, so they were easily protected. With every crack of his whip, Tygra stuck at the mutants with little success. Panthro had the same results with his weapon as well. "The mutants must've grown stronger through their long dormancy." Tygra thought. "This will be a tough battle to win."

Cheetara & Ben Gali also took their turn to attack. With her quarter staff and an occasional psyonic burst, she attacked Vultureman. Pumyra, on the other hand, went after Slythe with her sling and several of her magic pellets. Also, she was not getting anywhere with her opponent.

The mutants went back to back with each other and simultaneously chanted "Flare" and "Holy Power" spells on the ThunderCats. All of the ThunderCats were defenseless from their powerful magic attacks. It appeared that the mutants rose victorious over their first fight in years until Hystalin, the Lady of the ThunderCats, made her presence known.

"I thought Wylikit & Wylikat's 'Twin Magic' was enough to keep you rejects at bay." Hystalin said. "It appears that the Black Paladin must stop your tainted magic from spreading across this world. Prepare to meet thy match!" Hystalin charged up to Super-Saiyin Level 1 and fired a "Meteor Shower" spell at the mutants. The gained more success that the ThunderCats, but the damage was not high enough to stop them.

Vultureman was ready for the surprise attack, so he quickly placed a paralysis spell on Hystalin's body. Hystalin was defenseless from the surprise attack and was frozen in her footsteps. At will, the mutants quickly placed several powerful attack spells on Hystalin. Unable to move, she took every attack. In the end, she fell to the ground, seriously injured.

Slythe turned to Acrapha, Hypnos & Orintha, who were paralyzed with fear and said to them, "Thank you for freeing us. If it wasn't for you, we wouldn't be kicking your family's ass right now!" The other mutants joined in a evil, maniacal laughter. Acrapha, Hypnos & Orintha were shocked, scared, and mad at themselves for what they have done.

All of the ThunderCats gaped in shock after the mutants successfully defeated their strongest warriors. All of the ThunderCats joined in unison for a full all-out attack against the Mutants. The move was all in vain, for the Mutants successfully defeated the ThunderCats easily with their magic.

Nocti, who was entombed in ice, slowly broke free from the ice cube that bounded her, and fell to her knees and barely breathing. "These monsters must be stopped." Nocti said to herself. "Acrapha, Orintha, Hypnos, forgive me, but I have to use the moonlight technique on you three if we are to stop these beasts." Nocti held out her hands and created a ball of light. She throws the ball to the skies and emits an unusual light from above. Nocti then falls back to the ground. "Sisters, it's all up to you." Nocti whispered.

The Mutants were enjoying their victory over the ThunderCats. However, Acrapha, Orintha & Hypnos were scared in their tracks. As the ball of light emits it bright light, the three turned away. Nocti spoke to her sister in their minds, "Look at the ball of light! It will give you enough power to stop the mutants, and also make up for what you've done." The girls reluctantly did so, and slowly, Hypnos, Acrapha & Orintha slowly transforms into their respective mutant forms.

Slythe, Monkian, Jackalman & Vultureman was about to finish off the fallen ThunderCats, until they heard a loud roar. "Monkian, was that you?" Jackalman asked. "No. Was it you?" Monkian replied. Jackalman denied. "What is going on?" Slythe said to himself. That was when the mutants see Hypnos, Acrapha & Orintha in their giant 50-foot cat/monkey hybrid mutant status.

Acrapha stared out by punching where the mutants where. The mutants chanted "Float" on themselves and flew out of the way, but only to be swat by Orintha's large tail. The mutants were at the ground, slightly disoriented on what was going on. "What kind of magic is this?" Slythe questioned. Hypnos, in her mutant status, emitted a powerful energy blast from her mouth. Vultureman quickly chanted "Shell" on himself and the mutants. They were protected from the full force of the attack, but they were in very bad shape.

Hypnos, Acrapha & Orintha looked down to the frail mutants. "So, who wants to kill them?" Hypnos said. "I want to." Acrapha said. "Me too." Orintha said. "I like to kill these rejects too. How about we kill them together?" Hypnos said. The others agreed. Simultaneously, Hypnos, Acrapha, and Orintha each bellowed an energy blast from their mouths to reduce the four MagiMutants to cinders and ash, and left a crater in their wake.

The next day, back in Cat's Lair, Hystalin & Nocti... as well as the rest of the ThunderCats... were questioning the actions of Acrapha, Hypnos & Orintha. "Why did you three free those monsters? They could have killed all of us!" Hystalin snapped. "We were tired of being second fiddle to our big sister, Nocti." Acrapha said. "We just wanted to show you that we can be just as good as she." Hypnos & Orintha agreed.

"I did not know that you three were envious of me." Nocti said. "Envy can lead to disaster, which is what almost happened yesterday. I was probably just to blame as you three. I thought I had to take care of New Thunder by myself. It looks like I do need help. I'm sorry for having all of you play second fiddle. When I ever need help for anything, I'll call on you three." The girls were delighted to hear those words. "You got to promise me one thing," Nocti said, "Don't ever go on any crazy suicide mission to prove your worth. We already know your worth, and it's priceless, okay?" Acrapha, Orintha & Hypnos were relieved, and the sister embraced in a big hug. "Tell me, what happened to Arakni & Waterturkey?"

Meanwhile, in the ThunderTank, Arakni & Waterturkey were still bound in their magic cocoons. Inside, they were struggling to break free and cursing like sailors. Ailura, who was checking on the vehicles at the time, found the two and freed them with her magic. "Thank you Aunt Ailura." Arakni said. "Where are the others?" Ailura told them that they were in the council room, so the two girls raced to the council room to kick Acrapha, Orintha & Hypnos's asses.

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