+Cornelia and Lilian's fairy tale of doom! I found it quite hilarious to see the Guardians trapped in an ever changing enviornment while Corny and Lil keep on creating the story unknowing of the fiasco that they're creating.
+Lilian's powers in general. From the Sailor Moon-esque talking cat (played by legendary actor Ed Asner!) to the fairy tale from Hell mentioned above, to transforming Matt, Huggles and Napoleon into her bodyguards, Lil was the true star of this episode.
+And, speaking of the new Regents of Earth, I'm excited to see the mighty Shagon back in action, this time on the Guardian's side. Matt/Shagon had some great lines here, particularly when he was explaining his new situation.
-If there was one negative in this episode, it's the fact that we're most likely never to see Lilian do any real battle anytime in the near future. (As many of you know, season 2 is likely to be the last, unless things change.) I'm still holding out hope that our darling Heart of Earth will regain her full powers and join the girls in the finale of this season, but at this point, I feel it's highly unlikely that'll happen. Really quite a shame, as I feel that Lilian, given the proper motivation and her full powers again, would make a great ally when Z comes to pass.
OVERALL: That minor nitpick aside, a fine episode as the season approaches the final turn. 9/10.