He-Man and the Masters of the Universe (1983 - 1984)

After Queen Marlena, using Man-At-Arm's new 'mind projector', relives how she came to crash-land on Eternia years before, Teela tries to use the device to learn who her mother is, but is frustrated when it is unable to display the image. She decides to head to the Crysal Sea, in search of the legendary Oracle, the only thing on Eternia that could possibly tell her of her true parents. But Mer-Man, defeated years before by Man-At-Arms, is looking to get even, and plans to use Teela as a sacrifice to a sea God...

Skeletor's latest invention, the Collector, is capable of bringing stone statues to life and turning people to stone. With Beast Man, he attacks the Royal Palace with the new device, bringing court-yard statues to life and freezing Man-At-Arms in stone. If the effect isn't reversed by sundown, he will be cast in stone forever. As He-Man, advised by The Sorceress, goes to search for the one thing that can aid them in reversing the spell, Skeletor uses the energy the Collector has taken from his victims to awaken an ancient, giant statue, and turns it on Castle Grayskull...

Skeletor and Beast Man steal a dragon's eggs and transport them into the court-yard of the Royal Palace. With their special growth enhancer, the dragons soon hatch and grow, attacking the Palace, and leaving the Heroic Warriors distracted trying to deal with the ever-growing dragons leaving Skeletor and his cronies free tackle Castle Grayskull...

Skeletor and Evil-Lyn break into the temple of the Fire People and steal the Spellstone, with which they unleash a terrible storm. While He-Man, with Ram Man, Stratos and Battle Cat, goes off to try and retrieve the Spellstone, Evil-Lyn magically disguises herself as an old lady, and convinces Eternia's peasants that the storm was a result of the Elders being angry at the Royal family. She soon convinces them to unleash the Creeping Horac - an ever-growing weed-like entity that covers buildings and gradually sucks away the air - onto the Royal Palace...

The Sorceress sends He-Man, Man-At-Arms, Orko and Battle Cat back in time after Skeletor, who, with Tri-Klops and Fang Man, has gone back into Eternia's past to plant an effective time bomb on the spot where Castle Grayskull now stands, that will destroy it in the present unless He-Man manages to stop it "in time"...

When King Randor's beautiful but snobbish and stuck-up niece Lady Edwina comes to stay at the Palace, Orko is attracted to her and tries unsuccessfully to impress her. He thinks back to a magical medallion that he once had when he arrived on Eternia years before in a freak storm, when he saved a young Prince Adam and Cringer from the Tar Swamp, losing the medallion in the process. He heads off to the swamps to try and find the lost charm to impress Edwina, but unfortunately he is there at exactly the same time as Skeletor, who, with Evil Lyn and Beast Man, has come up with a magical potion to resurrect ancient beasts from the swamp to use in an attack on the Royal Palace...

Adam, Teela, Orko, Cringer and Lizard Man are on a visit to Pangus, the King of the city of Tarinth, when the city comes under a fierce trembling. Adam is about to come to the rescue as He-Man when a young woman called Celice appears and soothes the tremors with her singing. Pangus explains that a terrible creature lives beneath the city, and only Celice's soothing singing can calm it. Skeletor oversees the whole scene and decides that Celice's singing powers would be of great use to him. Evil-Lyn kidnaps the girl with Trap Jaw, and possesses her; Skeletor plans to use her siren song to hypnotise The Sorceress and then to sing Castle Grayskull's jaw-bridge open...

For many years, the Royal Palace of Eternia has had shipments of photanium (the strongest metal in the Universe) from the moon of Phantos to make weapons with, but Skeletor intends to from now on step in and have the photanium all for himself. Man-At-Arms is given worthless ore instead of the photanium, and when the moon's ruler, Queen Elmora, puts up a fight against the plans, Skeletor casts a spell on her that ages her and turns her evil. Realising the metal they've been given is useless, He-Man and co. head to Phantos to see what's going on, only to find themselves on the moon where Skeletor now drives slaves mining for the metal...

Skeletor and his latest allies, the tribal-like Torgs, are trying to awaken Mulkram, a giant, diabolical monster who was frozen by the Elders centuries ago to stop his reign of terror. He-Man, Teela, Man-At-Arms, Orko and Ram Man are in the city of Avion for the annual ceremony where Stratos presents the magical Staff of Avion to his people, but just as the ceremony is about to begin, the Torgs attack, capturing Stratos and the staff. Skeletor intends to use the staff's amazing powers to awaken Mulkram, and to use the mighty creature to enter Castle Grayskull...

The Sorceress warns He-Man that Skeletor is amassing an unstoppable army. It's up to He-Man and company to discover this army, and put a stop to it. But with Trapjaw and Beastman doing Skeletor's dirty work, it won't be easy!

After He-Man puts an end to their latest plot, Skeletor and Beast Man plan to get rid of him once and for all; with use of invisible helmets they sneak into the Royal Palace and kidnap Prince Adam, to use as bait to lure He-Man out into a trap. Unfortunately, one of Orko's magic spells has gone wrong, teleporting the Sword Of Power away into Eternia's distant past, leaving Adam unable to transform into He-Man. While the Sorceress sends Orko and Cringer back in time to try and retrieve the sword, she has a special assignment for Man-At-Arms to trick Skeletor into believing that He-Man is about when he is not...

Skeletor wants to steal the Widgets' Coridite- a powerful mineral substance, out of which He-Man's harness is made. Evil-Lyn devises a cunning scheme to help him; she disguises herself as a young girl lost in the forest, and persuades the Widgets to let her enter their fortress. She then tricks the Widget guard Squinch into letting her enter the private chamber where the Coridite is kept, then she steals the Coridite and takes it to Skeletor! Skeletor plans to use the Coridite to form himself a new chest plate that will make him as powerful as He-Man- can He-Man stop Skeletor's scheme and retrieve the Coridite before his most dangerous foe becomes as powerful as him?

Orko's magic pyramid inadvertently saves Dree Elle, a female Trollan (Orko's species), who was hiding from Dragoon, an evil fire-breathing half man, half dragon who is terrorising Orko's home word of Trolla. On hearing the threat to his world, where he is a great magician, Orko promptly returns with Dree Elle in the pyramid. Knowing that their friend will need some help, He-Man and Battle Cat get The Sorceress to open a portal to send them to Trolla to help their friend, and find themselves in Orko's bizarre, back-to-front world, where they must put an end to Dragoon's reign of terror before sundown, or the portal back to Eternia will close...

Angered by his continual defeats, Skeletor blames Beast Man, banishing him from Snake Mountain and his evil forces. Meanwhile, King Randor is preparing for a Royal tour of Eternia, accompanied by Man-At-Arms and a guard of his choice. The King chooses He-Man, but Adam, upset that he always has to play down his qualities to hide his alter-ego, convinces the King to choose him instead. Beast Man spots the touring party, and aided by his Shadow People followers, he ambushes them. Determined to prove his worth to his father, Adam resists transforming into He-Man and instead tries to stop the attack as himself, but he is overpowered, and Beast Man captures Randor, intending to use his capture to win his way back into Skeletor's good books...

An inventor called Zicran visits the Royal Palace to deliver a Transmutator machine to Man-At-Arms, accompanied by his daughter Ileena, a friend of Teela's. Ileena is vulnerable and lacking in self-confidence, feeling inferior compared to Teela's agility. Meanwhile, an evil sorcerer called Jarvan, who was previously defeated by He-Man and Man-At-Arms, has escaped from the prison mines and has set his sights on the Transmutator. Preying on Ileena's depression, he disguises himself as a kindly old woman and gives Ileena a 'magic potion' that will boost her confidence and strength. But the potion contains a dangerous drug, and Ileena soon finds herself addicted to the drug, and almost causes several serious accidents while under its effects. She also finds herself unwittingly obeying Jarvan's commands, and helps him to obtain the Transmutator! Can the heroic warriors cure Ileena's addiction before she causes more damage to herself and the people around her?

While bored, Orko casts a spell to bring a small, cute creature called Daimar, from a book about the dimension of darkness, to Eternia. But Daimar doesn't stay cute for long- he soon turns into a giant demon and is threatening to overcome Grayskull with his power, which Skeletor is also determined to acquire for himself!

An ambassador from another kingdom visits the Royal Palace to present King Randor with a gift. But Man-At-Arms recognises the man as Skeletor in disguise, and in an attempt to stop him, is turned into a crystal statue. He-Man and Teela must journey to the Isles of Darksmoke, where the great and ancient dragon Granamyr knows the only spell to reverse the effect on Man-At-Arms. But their task proves far from easy- for not only is Granamyr suspicious of humans and reluctant to help them, but he says he will only give them the spell if they cut down the living tree named Skytree. Will He-Man willingly take a life if it is the only way to save that of his friend?

While entertaining the Royal Family with his magic, Orko finds his act interrupted by a strange sorceress called Majestra. Majestra performs a trick in which she appears to make the King vanish then reappear- but in fact, Majestra is really Evil-Lyn in disguise, and has teleported the King to the dungeon and replaced him with a disguised Beast Man! Evil-Lyn has found a magical Shaping Staff which can transform anything into whatever the holder wishes- and under their disguises, Evil-Lyn and Beast Man set about causing havoc around the palace, turning each member of the Royal Family into helpless animals, while Skeletor awaits them at Grayskull with his latest creation- an evil version of He-Man, called Faker!

Skeletor has gained control of the Cosmic Comet above Eternia, and intends to use it to blow open the jaw bridge of Grayskull. He-Man, Teela, Man-At-Arms, The Sorceress and Orko set out to stop Skeletor's scheme, with the help of Zagraz, a wizard with power over comets.

Orko thinks that everyone has forgotten his birthday, when Man-At-Arms reports word of strange destruction the town of Becilia. He-Man, Teela and Ram Man go to investigate, and find themselves in the middle of a tornado some very curious effects – one of which is He-Man's sword disappearing, as a result of some strange influence somewhere. Meanwhile, Orko, upset at his birthday seemingly being forgotten, heads off to see The Sorceress, only to find that Castle Grayskull is gone! Skeletor has managed to harness a White Hole, with which he has sucked the castle, with The Sorceress inside it, into a strange reverse dimension, where he is trying to use the backwards laws of the dimension to harness it's powers. He-Man, Battle Cat and (unintentionally) Teela head into the White Hole to try and stop this latest evil attempt...

Palace Eternia has run out of Eternium, the fuel which generates all power in Eternia. A young boy called Chad finds a sample while practising his training with his grandfather in the desert, and He-Man and Teela set out to collect it from them. But the Eternium is stolen by Trap Jaw, who intends to use it to gain equal power to He-Man! As He-Man fights to recover the Eternium and stop Trap Jaw, Chad learns a thing or two about the real dangers of fighting.

Skeletor erases He-Man's memory and teleports him to a far-off world called Draenos, which has been rendered barren and desolate by pollution. Cringer, Ram Man and Orko travel to the alien world to rescue Eternia's hero.

An evil wizard called Tauron casts a spell on Orko's Uncle Montork and his pet Gark, turns them evil and sets them on Grayskull!

He-Man's sword is taken by a peaceful race of Rock People who believe the sword gives them power. Fearing that himself and Battle Cat may never be able to become Adam and Cringer again, He-Man must journey to the underground world of the Rock People to recover the sword.

When a travelling sideshow comes to Eternos, Cringer falls for a female cat called Pretty Kitty and lusts after her- but it turns out Pretty Kitty was merely there to lure Cringer into the hands of Beast Man, the disguised owner of the sideshow! Cringer is imprisoned in Snake Mountain, and He-Man must venture into Skeletor's domain to rescue his faithful companion.

He-Man and Battle Cat rescue a young girl in the jungle from three soldiers, and she tells them she is Princess Raya of the kingdom of Abherran, and the soliders were minions of Queen Valena of Targa, Ahberran's rival kingdom. He-Man journeys back to Ahberran with Raya, hoping to somehow stop the war between the two cities, but on the way He-Man is knocked unconscious by a falling tree and taken prisoner by Valena's soldiers. When he awakes he has lost his memory and has been imprisoned with an arena fighter called Garn, whom Queen Valena has promised freedom if he wins his next fight. He-Man is forced to fight Garn, but his main aim is to regain his memory and free the countless slaves whom Valena is forcing to fight for amusement. And will he regain his memory in time to help Raya return safely to Ahberran, and stop the war?

Adam, Teela and Cringer are exploring the Valley of Power, which contains magical water which imbues anyone who drinks it with great power. But a stranger called Danavas is also in the area, and has stolen the egg of a Mother Rogue. When the baby bird hatches, he makes it drink the water and gain its power, so he can control it for himself. The bird grows to giant size, and soon the Royal Palace is in danger from Danavas' adopted pet!

Negator, an evil character with a love of computers and electronics, sees Man-At-Arms testing out his latest invention, the Beam Ray, in the desert. Impressed, Negator wants the scientist to come and work for him, so that he can use his creations for his own evil purposes. When Man-At-Arms refuses, Negator captures Teela to force him to come to him. As He-Man, Ram Man and Battle Cat search for their missing friends, they are sucked into Negator's underground electronic domain, and Negator sends He-Man and Ram Man into his living electronic "game"...

A villain called Azrog is arrested on Trolla by Uncle Montork, but he flees to Eternia where he joins forces with the witch Spydra. Montork follows him, but ends up imprisoned in Spydra's castle. When He-Man, Battle Cat, Teela and Orko go to rescue Montork, Orko falls under Azrog's spell and becomes evil, and is set against his friends.

Prince Adam tells Man-At-Arms the story of how he, as He-Man, changed the life of Man-E-Faces. In flashback, we see how Man-E was once a bad guy who terrorized the Widgets with his three faces, and how Skeletor tried to recruit him into his forces before He-Man enabled Man-E to see the error of his ways.

Whilst on an archaeological dig, Man-At-Arms and Professor Smallen are taken captive by ancient robots called Zaktons, who were left by the Ancient Ones to guard the ruins of the desert. He-Man and Teela head to the Ancient Ruins to save them, but they also face danger from Trap Jaw, who wants the Zaktons' artifacts for himself.

When exploring an ancient temple, Prince Adam and He-Man come across the Masks of Power, which conceal the spirits of an ancient evil race. Two power-hungry travellers steal the masks, and their bodies are possessed by the spirits within them. Together they go to Snake Mountain, where they offer Skeletor their services- but Skeletor will only recruit them after they have passed a series of tests, one of which involves recovering the Sword of the Ancients from deep within Snake Mountain.

Evil-Lyn captures Mira, the daughter of the powerful wizard Kor, and frames He-Man and Man-At-Arms for the capture. Kor takes He-Man and Man-At-Arms prisoner, and refuses to listen to their pleas for innocence, planning to unleash a demonic entity called the Crimson Scourge upon them unless they reveal his daughter's whereabouts.

He-Man and Man-At-Arms set sail to investigate the disappearance of some of King Randor's food ships. Sucked beneath the surface by a whirlpool, they find themselves in the underwater city of Aquatica, which has been taken over by Merman. Merman has kidnapped the city's princess, Nahmi, and is controlling the Aquaticans with the Pearl of Power! But he has convinced them that the surface dwellers kidnapped Nahmi, and the Aquaticans have waged war against the people of the surface. Can He-Man help the Aquaticans see the light, and rescue Princess Nahmi before Merman creates more havoc?

Queen Sybilline, apparently once one of the most evil sorceresses in Eternia, has defected to the side of good. She enlists the help of He-Man and his companions in restoring King Danton of the Isle of Tears to the throne, having helped the evil Gorgon to overthrow him. But will they succeed, when Gorgon has recruited Evil-Lyn as his replacement sorceress?

When testing out a teleportation device created by Man-At-Arms, Teela accidentally teleports Man-At-Arms away, and no-one knows where to. Overcome with guilt, believing she has caused a terrible fate for her father, Teela exiles herself to the Wastelands. Meanwhile, Man-At-Arms has been teleported into the clutches of Skeletor, who has imprisoned him, forcing him to make weapons for his own evil crew. He-Man must rescue Man-At-Arms, as well as convincing Teela to forgive herself for her mistake.

He-Man rescues a small girl from danger in the Evergreen Forest, and it turns out that the girl is a magical Starchild- and two tribes in the forest, the Tree People and the Cave People, are fighting for custody of her. He-Man takes the Starchild back to Palace Eternia with him, so the Royal Family can sort out the custody battle.

When he is practising a magic spell, Orko's magic is stolen by a small creature called a Gronk, which teleports to another world. The Sorceress traces Orko's magic to the strange world of Omiros, and He-Man and Orko journey there to recover the magic. On this surreal planet, they find that an evil wizard called Zolt has absorbed Orko's magic and is using it to control Omiros. They must fight Zolt and recover Orko's magic before the portal back to Eternia closes!

Zodac comes to Grayskull and tells The Sorceress that Eternia is in great danger as Skeletor is searching for the Starseed, the single most powerful object in the universe- a small chunk of cosmic matter left over from the big bang, which can turn its holder's thoughts into reality. The Sorceress summons He-Man, and together with Battle Cat and Orko, he sets off on a race to reach the Starseed before Skeletor does. But given that the Starseed is able to give anyone all the power that they want, is even He-Man strong enough to resist being corrupted by its power?

Darkdream, an evil being who can control people's dreams, has been freed from the seal in which he was imprisoned, and is now using his powers to once again give the people of Eternia terrible nightmares. With his allies Evil-Lyn and evil magician Trebor, Darkdream plans to bring eternal darkness to Eternia so he can roam it freely and bring it his reign of terror once again...

Prince Adam's cousin, the bratty and snobbish Prince Jeremy, visits the Royal Palace, and quickly starts to annoy everyone with his rudeness and spoilt behavior. When Evil-Lyn and Tri-Clops arrive on the scene, they take advantage of Jeremy's spoiltness to lead him into unwittingly helping them in a scheme to break into Grayskull.....

A fierce electrical storm brings electronoid Aramesh – a robot made of pure energy – to Eternia from Orko's dimension. He is hunting for Orko, who years ago was entrusted to guard a powerful magical sphere. Skeletor oversees Aramesh's arrival and decides that he could use him to his advantage...

A severe drought has suddenly consumed Planet Eternia, causing plants to die and machines to malfunction- even He-Man himself is weakening. As the oxygen in the air becomes less and less, He-Man sets out to find the cause of the problem. His investigations lead him to the Sea of Eternity, where he teams up with an insect man called Garth to solve the problem- which is being caused by none other than Skeletor, who is using a pumping machine to drain the sea.

Orko's friend Podi runs away after an accident at the Royal Palace and is captured by her father's longtime enemy, Rago. Rago has plans to use Podi for his evil schemes.

Adam and Teela stumble upon the hidden city of Arcadia, where the women live in luxury while the men work in the underground mines as slaves. Adam is sent to the mines while Teela is accepted by the women- and it is up to her to prove the equality of the sexes and help the city's queen, Sumana, see the error of her ways. Beneath ground Adam is hoping to do the same- but things become more difficult for him when a group of miners take his sword, intending to burn it in the furnace...

A strange little creature called Montiek, a former member of the Council of Evil with Skeletor, turns up at Snake Mountain with some warriors he found on ancient Earth. He is travelling the universe recruiting powerful warriors for his Castle of Heroes, so he can use them as slaves. He has come to Eternia in the hope of capturing He-Man for the Castle of Heroes, and sets up a series of tests which He-Man must pass before he can be recruited. Skeletor is hoping that He-Man will pass the tests, so he can be rid of him- but he knows that He-Man won't be as easy to capture as Montiek thinks.....

Whilst flying over the Sands of Time in the form of Zoar, The Sorceress is captured by a man called Nepthu, who has found his way into the Temple of the Sun and gained its power. He-Man goes with Man-At-Arms and Cringer (who is insisting that he must not become Battle Cat this time) to the temple to rescue her.

Malik, a young wizard living inside Stone Mountain, is leading a lonely life, despairing endlessly over his hopeless love for Teela, who has never returned his interests. He is visited by a repulsive little creature called Locus, with whom he makes a pact in return for Teela. Locus sabotages the dam outside Malik's home, flooding the nearby fields, then he tricks Teela into thinking it was Malik who destroyed the damn, out of love for her. Shocked, Teela journeys to Stone Mountain with He-Man, Battle Cat and Ram Man, to sort out the chaos. Malik, who is under the permanent influence of the evil Locus, captures Teela and attempts to woo her within his fortress. And things turn even worse when Locus' master, Evil itself, arrives to claim Malik's soul.....

Clawful and Trap Jaw have stolen ‘the Horn Of Evil' from Trolla and returned with it to Eternia, so Dree Elle, with her mischievous younger brother Yuckers, heads to Eternia to warn Orko and his friends of the imminent danger. The evil duo intend to use the horn's black magic on Castle Grayskull, but thats just half of the trouble in store, as Yucker's love of practical jokes not only causes irritation for Orko and Dree Elle, but also puts them in great danger...

Adam and Teela visit an ancient castle where an evil Lord and Lady once lived, practising black magic by absorbing energy from the trees, until the trees died and they began a centuries-long sleep in their coffins. As Adam and Teela ride some winged horses, Lady Valtera and Lord Tyran awake from their coffins. Lord Tyran's appearance has been greatly disfigured by his evil ways- so severely that Valtera does not recognise him. When Valtera comes across Adam and captures him to be her slave, Tyran thinks she is more interested in Adam than him and wreaks havoc attempting to gain all the power he can, and capturing Teela along the way.

In the village of Chander, Trap Jaw and Beast Man break into the Shrine of the Gryphon to steal the Gryphon jewel, and place it in the grounds of the Royal Palace. Myth says that 200 years ago, the Gryphon – a giant fire-breathing dragon with a lion's head – entrusted the people of Chander to guard the jewel, and will return to cause destruction if anything happens to it. The evil duo plan for the Gryphon to attack the Royal Palace, but a young paige called Thad, who is upset that no-one ever seems to notice him, discovers the hidden gem. Feeling that it makes him someone important, he refuses to part with it, and soon, the Gryphon is wrecking destruction in search of the missing jewel...

Granamyr summons He-Man to Darksmoke, and He-Man follows his call accompanied by Man-At-Arms, who wishes to thank Granamyr for helping save his life (in "The Dragon's Gift"). Granamyr explains that a young dragon called Torm has fallen in love with a human princess, Lyra, and wants to become human in order to marry her. But Lyra's father, Brindle, will only allow any man to marry her if he passes a series of tests. Only a human can take these tests, and Granamyr wants He-Man to take them on behalf of Torm. He-Man agrees, but as he undertakes the tests he faces danger from an evil sorcerer called Zim, who wants to marry Lyra himself.

A spacefaring gladiator called the Game Master lands on Eternia, intending to capture He-Man to make him fight for his amusement. But when he sends his minions out to find He-Man, he is in the form of Adam and so He-Man is nowhere to be found. So instead they capture Teela- but they also take Adam's Power Sword, meaning he is faced with the task of rescuing Teela as Adam!

Baron Grod, an intrepid huntsman who kills animals in order to stuff them, is after the last living unicorn on Eternia. Prince Adam and Teela must set out to save the unicorn and put an end to Grod's doings.

Man-At-Arms' mentor, Rohad, who taught him all his scientific skills, is dying and He-Man must set out to find the only cure, a rare plant. Will he overcome the many obstacles in his way in time to save Rohad?

Malik, the Wizard of Stone Mountain, calls He-Man and Teela to his aid when the Fountain of Life of Aridan is stolen by the evil wizard Kothos. But just as the heroes confront Kothos in his floating palace, Skeletor sends Evil-Lyn and Clawful after the fountain- and Evil-Lyn ends up stranded in the desert with Teela, her magic wiped away. In spite of their rivalry, Evil-Lyn and Teela have no choice but to work together and form an alliance to get themselves back to safety. As they put aside their differences, they form a surprisingly effective duo- and both learn a thing or two about the other in the process.....

Strange living plants are gradually taking over Eternia. He-Man accuses Skeletor, and Skeletor accuses He-Man, but the real culprit is a curious plant-man called Evilseed, who intends to take over the whole planet with his plants. He-Man and Skeletor must reluctantly combine their powers in order to wither Evilseed's plot...

On the remote island of Selkie, the royal Historian, Hovar, is on a mission to investigate the ancient ruins of the island. However, his task is threatened by the many dangerous wild beasts of the island, and he is running out of ammunition to keep them away. Man-At-Arms has invented a sonic device called the VHO (Variable High-frequency Oscillator) which can emit high pitched sounds that will drive animals away. Adam and Teela set sail to Selkie Island with the VHO- but on the way, their ship is attacked by Merman, who sets the mighty sea demon called the Kraken on them... captures Teela, and steals the VHO! Adam transforms into He-Man, but can he save Teela from Merman's clutches, and recover the VHO and get it to Selkie Island, before Hovar's time runs out?

The Sorceress sends He-Man to the Sands of Time, to investigate the mystery surrounding a pyramid which appeared out of nowhere, then vanished as mysteriously as it appeared. When he reaches the desert, accompanied by Ram Man and Orko, He-Man comes across a villain called Lord Masque, who is causing havoc in the desert whilst intending to uncover the house of his 'mistress'. He-Man consults the Royal Archaeologist, Melaktha, who tells him that there was once a dark fortress in the desert which was home to the evil Goddess Shokoti. Suspecting this is the fortress that Masque intends to uncover, Melaktha and his young assistant Stanlin accompany the heroes to the desert to investigate Masque's scheme further.

Now that the House of Shokoti has been risen from the Sands, and Lord Masque has been defeated, the heroes retire to bed for the night, planning to investigate the temple in the morning. But Stanlin, whom Melaktha has refused permission to join the expedition, is determined to see inside the temple for himself, and forces Ram Man (who has been put on night guard) to ram down the temple's door for him. Ram Man gives in to his wishes, but is knocked unconscious by the force of the blow, and Stanlin soon finds himself a helpless prisoner of Shokoti herself.....

While enjoying a lazy break fishing, Adam and Cringer see a young boy about to be eaten by a man-eating plant, and come to the rescue as He-Man and Battle Cat. Afterwards, Adam and Teela recognise the boy as their childhood friend David of Athra – only whereas they've grown, David looks the same as he did then! The Sorceress tells Adam that David's evil uncle, magician Count Marzo, cast a spell to transform him back to a child and wipe his memory. The only hope of restoring David to his proper self is to find the Ring of Remembrance, which is located in the Lake of the Lost. But, while He-Man, Teela and Battle Cat search for it, Count Marzo soon captures David back, and intends to use his magic powers to ensure He-Man and co. can never stop him...

The Sorceress summons He-Man to Castle Grayskull, which appears to be being haunted, the jaw bridge smashing repeatedly against the edge of the abyss, and the eyes flashing! Inside it is even weirder, full of grotesque holographic images of demons! The Sorceress has no idea what is going on, and Orko suggests that someone from the spirit dimension may be trying to contact The Sorceress. Using the window of the ancients, The Sorceress manages to trace the source of the haunting- the spirit of a magician called Zanthor, who was formerly a member of the Council of the Wise, but was exiled into the spirit world when he sold the Golden Disks of Knowledge to Skeletor, giving him the knowledge he needed to enter Eternia and build Snake Mountain. Zanthor wishes to amend for his crime by helping He-Man get the Disks back. So The Sorceress summons Zodac- the only remaining member of the Council of the Wise- and Zodac grants Zanthor temporary entrance into Eternia, though he must remain in spirit form until he can prove he is sincere. Zanthor then accompanies He-Man, Battle Cat and Orko to Snake Mountain, to find where Skeletor is keeping the Golden Disks of Knowledge.

Adam, Man-At-Arms and Orko are searching the forest for Salkweed needed for Man-At-Arms' experiments. But a storm strikes and Orko finds himself separated from his friends, and runs into a the clutches of a giant. He faints from shock, but awakens to find the giant has returned him to his friends- and not only that, but the giant has also delivered them a supply of Salkweed! The giant moves on before the heroes can ask him who he is and how he knew what they were looking for- but before long, both Orko and the giant are captured by the owner of a travelling Freak Show, who is making easy money by capturing human and animal oddities and displaying them as freaks. As He-Man sets out to rescue them, the giant begins plotting an escape plan, surprising Orko with his incredible intelligence, and friendliness in spite of his appearance.