The cats are preparing to head into the sky this week, after finding an old airship in the junkyard near the Soul Sever’s place. In the midst of fixing up the ship, Wilykit and Wilykat decide to call it the “Feliner.” Awesome name, huh? Lion-O comments he can’t believe this ship’s going to take them into the sky, and of course Pumyra doesn’t miss the opportunity to flirt with him and say how awesome he is. Anyone else call this romance after they fought during the Pit episode?

Anywho, the cats get ready to take off with Panthro at the helm. Cheetara’s a bit dubious about him flying, but our favorite cyborg-armed cat says if it’s anything like the Thundertank then they should be fine. Of course, we quickly find out that it’s not anything like the Thundertank … and the cats are all terrified they’re going to die after Panthro has a mental crisis in mid-air. Tygra saves the day though–easy as pie for him. Cheetara demands to know when he took flying lessons, but he says it just feels natural. And it’s no wonder to Lion-O that the tigers were pilots in the distant past.

After marveling at Third Earth from the air–all except Panthro who’s dealing with a sudden fear of heights–Tygra brings the ship above the clouds. We then catch sight of a floating city, but the cats are soon treated to warning shots from a trio of fighters. They’re escorted in for a landing, and the bird-guards of Avista City great them with electricity-tipped lances. But then Vultair, the prefect of the city, greets them and says that any cats who reach the city (despite their limitations) will be treated as guests. The comment of limitations doesn’t sit well with Tygra, and rightly so methinks. 

Vultair leads them through the techno-wonderland that is Avista City to a spread of food that can only be called … interesting. Panthro admonishes Kit and Kat to eat whatever’s given to them, but rather than listen they use Tookit’s magic bag to pull out some good-tasting food. Panthro on the other hand is forced to enjoy something insecty, which he has to choke down.

Lion-O tries to be diplomatic in getting the power stone from the birds, but Pumyra dispenses with manners entirely and demands he move faster. Vultair is less than surprised at a cat dispensing with manners, and even after Lion-O explains the danger Mumm-Ra poses, the vulture comments that Avista City is quite literally above all the problems of Third Earth. Oh, and they’re superior to cats in every way … so that’s why they’ll always own the skies. That went well, I’d say.

Tygra says he’ll best any of their pilots, which makes the assembled birds laugh uproariously. Cheetara adds that he’s only been a pilot for a few hours and it’s gone to his head. Day-am … putting her man down in front of strangers. That is not a good move, Cheetara. Vultair suggests he wouldn’t even bother, since of course the cat can’t be better than him. And then Tygra says if he loses the birds will get both of their power stones. Lion-O tries to withdraw the challenge, but Vultair is having none of it. He not only accepts the bet … he takes it on himself as prefect.

The rules of the race are simple: Whoever gets the most rings wins. The combatants take to the skies, but Tygra’s ship gives him some issues at first. Vultair pulls ahead by four rings by the time our cat pilot gets his problems figured out. They’re soon tied and both headed for the last ring. Then Vultair flashes a light in Tygra’s visor, blinding him for a moment. But not long enough, because Tygra pulls up and pushes Vultair out of the way. Just in time to get the last ring and win the contest!

And of course, in a surprise to no-one, Vultair reneges on the deal. He orders the cats taken to their quarters under heavy guard, and then tells his assistant he wants them gone at daybreak. Imprisoned in their quarters, the cats decide on Pumyra’s urging to break out and steal the power stone. After all, they don’t need the birds’ permission when the Book of Omens will lead them right there.

Pumyra seductively asks Lion-O for orders, making sure to lean against him, and against Panthro’s frantic demands for not going outside … Lion-O orders them into action. Soon everyone but Panthro has gathered on the roof of their quarters. WilyKit and WilyKat take Snarf and head back to the Feliner, while Lion-O and the others start for the stone. Except Panthro falls when he tries to climb up, forcing Lion-O and Tygra to race after him down the side of the building and catch him in mid-fall.

The cats are soon stopped by a security door. Tygra can’t bust it open, and Panthro realizes that without the passcode they can’t get through. Pumyra is rightfully upset that they’re going to let a door stop them, so she turns and runs off. Lion-O wonders aloud where she’s going, and Tygra adds in that wherever it is she’ll probably bring trouble back.

At the Feliner, Snarf creates a diversion to lead the guards away from the ship. Kit and Kat hop onto a pair of gliding boards, since of course they can’t fly the Feliner (I can’t believe they’re using that name), and head out into the air.

Pumyra attacks Vultair and his two guards down in one of the garden areas of the city. She captures the prefect and drags him with her back to the security door where the other cats still are. He lets them in at gunpoint, and they soon see the Tech Stone floating there in midair.

Vultair tells them of how the stones were purposely separated ages ago. It was determined no one species could be trusted with all four stones. Of course the cats kept the War Stone, but the Avistans took the Tech Stone and used it to build their floating city.

Which of course presents a problem. You see, the Tech Stone creates anti-gravity emissions that keep Avista City afloat. So if the cats take the stone, then the entire floating city will drop like a rock. Pumyra of course doesn’t care, but Lion-O does. Mumm-Ra destroyed an entire galaxy to get what he wanted. Lion-O refuses to do the same, so although he tries to stop Pumyra … she shoves him aside and moves to take the stone. But then the electric shield shocks her to the ground. Vultair calls in his troops, and orders the cats thrown off Avista City.

And that’s where Part One ends. Next week, the continuation.

If you missed the previous episode be sure to read our ‘ThunderCats: The Soul Sever’ recap to catch up.