Skeletor summons his most powerful legion of Evil Warriors. He reveals to them his latest tool in his conquest Eternia: The Diamond Ray of Disappearance. Back at the palace, all seems well when suddenly Skeletor's warriors attack. Using the Diamond, Skeletor sends King Randor, Queen Marlena and Man-At-Arms into another dimension and then leaves to conquer Castle Grayskull. At the castle, he encounters He-Man who makes short work of Skeletor's forces. He-Man then must face the impossible task of crushing the diamond in order to save his friends.
Teela, longing to know the identity of her mother, speaks with Man-At-Arms. He feels that her mother's identity is a secret. Still hoping to learn her origins, Teela leaves for the Crystal Sea to speak with the Oracle with He-Man and Battle Cat in pursit. Teela finds the Oracle, but the story is interrupted by Mer-Man who captures Teela. Mer-Man reveals to Teela that twenty years ago her father rescued a victim he had selected as a sacrifice for Bakkull. He-Man, Battle Cat and the Sorceress rush to save Teela from not only Mer-Man, but from the truth of her origins.
Skeletor has a new weapon capable of turning people to stone and bringing stone to life. As Skeletor attacks the Royal Palace, the Heroic Warriors are immobilized one-by-one. He-Man and Teela race to obtain the Fire Jewels, which the Sorceress can transform into a device capable of stopping Skeletor's rampage. But He-Man and his friends soon learn Skeletor's true plan when he uses collected energy to awake Colossor, the giant stone statue.
Skeletor, in possession of the Dragon Pearl and many dragon eggs, launches an assault on all of Eternia. As the heroes learn of the extent of Skeletor's attack, the Evil Warriors advance toward Castle Grayskull. Skeletor uses the power of the Dragon Pearl to imprison the Sorceress and enter Castle Grayskull. Unable to enter the castle, He-Man and the Heroic Warriors must team-up with the dragons in order to overthrow Skeletor. But as time passes the Sorceress grows weaker.
Evil-Lyn steals the powerful Spellstone from the Region of Flame and turns the weather against the heroes of Eternia. While He-Man attempts to locate the Spellstone, the citizens of Eternos are convinced by a disguised Evil-Lyn to punish those in the Royal Palace. As He-Man battles Skeletor and overcomes many obstacles he discovers that back at the Royal Palace, Evil-Lyn has used the legendary Creeping Horak against those inside the palace. He-Man must race against time in order to save his friends and family.
Skeletor obtains the mystical Wheel of Infinity and travels back to Eternia's past in order to prevent Castle Grayskull from existing by building a fortress where it will eventually stand. He-man travels back to the past to stop Skeletor, but has to convince the inhabitants of ancient Eternia that they are friends. Skeletor captures the heroes' new ally Zilora and takes her to Dragonsaur Isle whrere He-man and his friends must overcome the many dangers of the island, fully aware that they must still stop Skeletor's fortress from being built.
The beautiful, yet extremely snobby, Lady Edwina arrives in the Royal Palace. Her arrival prompts Orko to seek out his Magic Medallion in order to impress her and shower her with gifts. Orko discovers the Evil Warriors' latest scheme resurrecting the prehistoric creatures from the Tar Swamps in a plan to attack the Royal Palace. The monsters divert He-Man and his friends, as Skeletor and Evil-Lyn take their places upon the thrones of Eternia.
Visiting Tahryn on diplomatic business, the heroes are startled when an earthquake begins to shake the city apart. At that moment they meet Celice, a beautiful woman with a voice that can lull the monster Yog, who resides under their city, to sleep. When Skeletor discovers that Celice can manipulate stone with her voice, he captures her and plans to use her power to conquer Castle Grayskull. While Skeletor's plan unfolds and the Sorceress is lulled to sleep, He-Man chases Yog through the caverns under Eternia while Teela attempts to rescue Man-At-Arms.
Thanks to the kindness of Queen Elmora, Prince Adam and Man-At-Arms take Photanium, the strongest substance on the planet Phantos, back to Eternia. Everyone is confused when it turns out that the Photanium is fake and the heroes immediately journey to Castle Grayskull for answers. The Sorceress tells them that Queen Elmora is now working alongside Skeletor, much to their horror. What the heroes do not yet realize is that Elmora has been transformed by Skeletor into an evil She-Demon.
The celebrations of Avion are interrupted by a Torg attack and Stratos, along with the Staff of Avion, is captured. With Stratos in his possession, Skeletor gains use of the Staff of Avion to free the evil Molkrom from its magical prison. Defeating the heroes, Skeletor and Molkrom race towards Castle Grayskull and begin their assault, fighting and overpowering the Sorceress. As He-Man and his friends attempt to stop Skeletor, they must also retrieve the Staff of Avion which is ready to explode because of its use for evil, thus threating to destroy half of Eternia.
The Sorceress summons He-Man to Castle Grayskull revealing to the champion that Skeletor has amassed an incredible army that threatens Eternia. Journeying to the Region of Stardica, the heroes are immediately attacked by the Evil Warriors and Man-At-Arms is taken prisoner. He-Man and Battle Cat encounter the unstoppable army and appear overpowered. But at the Royal Palace, Teela makes a discovery that will dramatically affect the battle.
While trying to clean up his room, Orko accidentally makes the Sword of Power disappear moments before Skeletor walks into the Royal Palace and captures Prince Adam. Skeletor believes holding the prince for ransom will cause He-Man to come to his rescue. But those who share the secret know better. While Adam desperately tries to summon help, Orko and Cringer journey into Eternia's past where they discover that the sword has a new owner.
Wishing to make himself as powerful as He-Man, Skeletor attacks the Widgets in order to gain Coridite, one of the most powerful minerals on Eternia. Failing in his quest, Evil-Lyn hatches a new scheme that will guarantee they will obtain the Coridite and overpower He-Man. The Widget Squinch falls for Evil-Lyn's disguise and hands her a large piece of Coridite. He-Man and the Widgets race to Volcano Cave as Skeletor uses the intense heat to mould the Coridite as part of his armor, giving him incredible strength.
Orko accidentally drops some small meteorites near his Magic Pyramid, causing it to disappear. When it reappears, Dree Elle emerges telling Orko that his homeworld Trolla is in great danger. Orko journeys back with Dree Elle and immediately encounter Dragoon. After finding a way to follow Orko, Prince Adam and Cringer realize that they cannot transform into their more powerful forms on Trolla. Dree Elle is captured by Dragoon and her magical abilities drained from her, as Adam, Cringer and Orko try to figure out how to summon the Power of Grayskull.
Skeletor banishes Beast Man from Snake Mountain for his constant failures. At the Royal Palace He-Man prevents the Attak Trak from causing insurmountable damage, earning praise from King Randor. Prince Adam's hopes of being his father's guard on his Royal Tour are crushed when King Randor names He-Man as the guard. Prince Adam journeys to Castle Grayskull intent on giving up his powers. Both the Sorceress and Man-At-Arms give Adam guidance that will shape his future as He-Man, especially when he must save his father from Beast Man.
Arriving at the Royal Palace, the less-than-confident Ileena enjoys the company of Teela. However, their happiness is interrupted when Jarvan decides to exact his revenge on those who imprisoned him. Jarvan sees Ileena's insecurity and offers her a magical potion that will give her confidence, but only for a short time. Prince Adam and Teela worry for Ileena as she exhibits dramatic changes in her personality from one hour to the next. As Ileena enjoys the highs and lows of her potion, she fails to realize that she is placing the entire Royal Palace in great danger at the hands of Jarvan.
Orko, bored with his own tricks, examines the Sorceress' Book of Magic and innocently summons Daimar so that he may have someone to play with. The miniscule Daimar arrives, but his presence causes the Dark Dimension to begin to affect life on Eternia. Skeletor discovers that Daimar is on Eternia and immediately plots to use him to overthrow Castle Grayskull. Meanwhile Orko has discovered that Daimar has matured into his true form and is intent on fulfilling his destiny of evil.
Skeletor infiltrates the Royal Palace and using a magic crystal transforms Man-At-Arms into a crystalline statue. Teela disappearing at ther father's plight joins He-Man as he journeys to Castle Grayskull seeking the answer from the Sorceress. Unable to restore Man-At-arms, the Sorceress informs them of Granamyr, the oldest and wisest of dragons of Darksmoke might know the answer. After overcoming many obstacles, He-Man and Teela arrive at Darksmoke and discover that Granamyr will only help in exchange for a gift: a gift that He-Man cannot provide.
Magestra, a strange female magician wielding a magical staff arrives at the Royal Palace and strange things begin to happen. King Randor is always seen with the magician Magestra and he soon declares an attack on Castle Grayskull much to the surprise of those around him. Discovering the Evil Warriors are behind the strange incidents, He-Man is captured as the villains prepare to overthrow Castle Grayskull. Just as He-Man looks to regain the upper hand, the evil Faker makes an appearance.
As the Cosmic Comet flies dangerously close to the planet Eternia, the Evil Warriors use the opportunity to take possession of the mighty comet making them more powerful and capable of overthrowing Castle Grayskull. The heroes journey across Eternia to meet the one resposible for the Cosmic Comet's cold-heartedness: Zagraz, the Comet Keeper of Zagraz Mountain. As the Evil Warriors prepare to launch their cosmic assault, Zagraz must rediscover his lost confidence in order to save Eternia from certain destruction.
A series of odd occurrences cause the people of Eternia to battle strange forces across the planet. While battling one of these forces He-Man's Sword of Power vanishes, much to his surprise. Soon the heroes discover that Castle Grayskull has also vanished into a white hole that Skeletor has created. Entering the white hole, He-Man, Battle Cat and Teela discover a strange eerie dimension with no direction and soon stand before Castle Grayskull, now ruled by Skeletor.
Man-At-Arms explains to King Randor and Prince Adam that their piece of Eternium, which has powered the Royal Palace for centuries, is almost used up. In the Sands of Time, a young boy named Chad and his grandfather discover a piece of Eternium, and a pickup with Teela is arranged. Mer-Man and Trap Jaw witness the Eternium moving across the Sands of Time and decide to take it for themseleves. As the villains attack Chad, they soon learn that his grandfather is not all he appears to be. As Chad aims to learn his grandfather's past, Trap Jaw, powered by Eternium duels with He-Man.
Skeletor launches an attack on the Royal Palace. When He-Man is drawn away, the villains trap him, erase his memory and banish him to the Crossroads of All Universes. The Sorceress summons Zodac, who gives Orko a wand that he promises will guide Orko to He-Man. On the mysterious polluted-planet of Trannis, He-Man meets a strange cast of characters. Orko, Ram Man and Cringer form an unlikely trio intent on rescuing He-Man from Plundor, a evil pink rabbit.
Tauron uses his powers to summon powerful beings from other worlds. Orko's uncle Montork and his pet Gark are transported from Trolla, but arrive in separate locations. Montork arrives just as Prince Adam, Cringer and Orko are trying to fend off a Manticore. Safety back at the Royal Palace Montork tells of his arrival on Eternia just as Tauron appears and possesses him. Tauron then orders him to attack Castle Grayskull, much to Orko's astonishment.
Orko, Teela, Man-At-Arms, Prince Adam are having a picnic. A volcano erupts, sending earth tremors ripping throughout the land and producing a large chasm stranding two children on one side. A rock creature, Rabar, emerges from a now unsealed cavern entrance and takes the Sword of Power. He-Man and his friends journey into the very center of Eternia in order to get the Sword of Power back and peacefully convince Rabar that he is not a violent creature.
A sideshow arrives at the Royal Palace and entertains the innocent crowds. Unbeknown to all, the sideshow is merely a cover for Skeletor's latest plan: enabling Beast Man to capture Prince Adam's pet Cringer. Cringer falls for one of the stars of the sideshow Pretty Kitty. She manages to lure away the cowardly green cat and he is captured. Hearing the news, Prince Adam transforms into He-Man and storms Snake Mountain to rescue his companion. But he must battle his way through Skeletor's Evil Warriors.
When He-Man saves a mysterious woman from the Gargons, he does not know the dangers he is about to face. While helping Princess Rhea to her home, He-Man is knocked unconscious by a falling tree and swept down a river. Captured by the Gargons the amnesic He-Man is taken to a prison cell where he meets Garn, one of the most powerful men in the universe. Displeasing Queen Balina, ruler of the city of Targa, He-Man is forced into gladiatorial combat with Garn. Can He-Man regain his memory?
Teela, Prince Adam, and Cringer are exploring the Valley of Power in search of magical waters, when they cross paths with an explorer called Danavas. They soon learn that Danavas has stolen the Mother Roe's egg from her nest. While He-Man and Battle Cat attempt to save Teela from the Mother Roe, Danavas drinks the magical waters and gains the power he seeks, taking control of the recently hatched Baby Roe at the same time. Teaming up with the Mother Roe, He-Man and Battle Cat and Teela attempt to stop Danavas from taking over the Royal Palace.
While testing a new beam ray, the heroes are attacked by a powerful villain called Negator. Negator wishes Man-At-Arms to join forces with him, but he declines. Later Negator tricks Teela into flyin gout to the Valley of the Desert where he captures her and fearing for his daughter's life Man-At-Arms has no choice but to serve Negator. He-Man, Battle Cat and Ram Man journey to Negator's lair and confront the villain, but He-Man and Ram Man are transported into a giant video game.
Azrog and Spydra form an alliance that bridges both Eternia and Orko's homeworld of Trolla. Orko's uncle Montork chases Azrog acorss dimensions but causes a break in the spell so that Azrog arrives in the Royal Palace while Montork arrives in Spydra's castle. After a brief skirmish, the heroes chase Azrog to Spydra's castle where they run into the escaped Montork. Wanting to prove himself to his uncle, Orko leaves the group but ends up captured by Azrog. Just when the heroes look to have the upper hand, Azrog unveils his new evil ally: Orko.
Getting ready for a celebration, Prince Adam, Orko and Cringer run into Man-E-Faces. Man-At-Arms has never met him, so Adam tells him the story of how they came to know Man-E-Faces. Man-E-Faces once terrorized the Widgets and invaded their fortress, alerting both the heroes and villains of his appearance. Captured by Skeletor, Man-E-Faces had to make the choice between serving good or serving evil. Time was running out for him as the Skeletor and Beast Man prepared to attack Castle Grayskull.
Man-At-Arms and Professor Smallen search for artifacts in the ancient ruins, but druing a radio communication the thousand-year-old Zactons appear. Teela, along with Prince Adam and Cringer race to the Sands of Time, but a storm knocks the Wind Raider out of the sky and into a cavern. He-Man calls on the Sorceress to aid the unconscious Teela, as he and Battle Cat leave to find Man-
At-Arms. Unknow to all, Trap Jaw has seen the events unfold and decides to journey to the Sands of Time.
When King Randor, Queen Marlena, Prince Adam, Man-At-Arms, Orko and Teela go on a skiing vacation. One by one they suddenly disappear leaving Orko the only one left, discovers a tunnel leading to an underground frozen cavern. He finds the royal family imprisoned in blocks of ice by the Ice Lord. Having never met He-Man before, the Ice Lord is trikced into believing Orko is He-Man. The Ice Lord explains that Skeletor is holding is daughter Snowflake captive. Orko bargains to free Adam, but can even He-Man and Orko save Snowflake from Skeletor and his evil warriors this time?
As Prince Adam, Man-At-Arms and Orko discover the City of the Ancients, Aran and Oona arrive at Snake Mountain wishing to prove their worth to Skeletor. Skeletor sends the pair to the City of the Ancients in order to collect the mysterious power masks of Demos and Terella. When Aran and Oona take the masks for themselves, the physical forms of Demos and Terella gain possession of their bodies. As the two evil beings seek out the Sword of the Ancients, He-Man and his friends must race against time in order to stop them from achieving their goal.
With Skeletor away, Evil-Lyn and Tri-Klops hatch a plot in order to have He-Man captured so that they may attack Eternia without interference. The pair trick Kor into believing that He-Man and Man-At-Arms have kidnapped his daughter. Kor imprisons He-Man in the large prison that holds the Crimson Scourge, a large creature that once caused destruction on Eternia. As He-Man fights to stay alive, Teela and Orko rush to Snake Mountain in order to save Kor's daughter. Just as the family is reunited, He-Man inavoidably frees the Crimson Scourge while trying to escape.
In order to learn how Eternian ships have been mysteriously vanishing from the seas of Eternia, Prince Adam, Man-At-Arms and Cringer board a ship. They soon spot an underwater city that begins creating a whirlpool. The whirlpool pulls them underwater, where they find themselves inside the ancient kingdom of Aquatica. The heroes are shocked when Mer-Man appears before them, seemingly as ruler of Aquatica. They soon realize that Mer-Man is in possession of the Pearl of Power and with it appears to be unstoppable.
Sibyline, a servant of Gorgon, decides to relinquish her evil ways. Displeasing Gorgon, he sends her to a cell where she meets Danton, the very king she overthrew. Sibyline teleports to the Royal Palace to ask for help and all are ready to trust her, except Orko. Unknown to Sibyline, Gorgon has enlisted the help of Evil-Lyn who is determined to make those at the palace turn against the reformed sorceress. He-Man, Sibyline, and the heroes journey to the Isle of Tears in order to defeat Gorgon and his warriors and return King Danton to his rightful throne.
In a desolate location on Eternia, Man-At-Arms tests newest invention, a portable teleportation device. A spying Trap Jaw immediately attacks Man-At-Arms, who throws the device over to Teela. She uses the teleporter to make Man-At-Arms disappear. Trap Jaw leaves empty-handed, but locates Man-At-Arms, and captures him. Believing she has killed her father, Teela decides that she can no linger serve as Captain of the Royal Guard adn exiles herself. Can He-Man locate Man-At-Arms in time before the dangers of the wastelands take their toll on Teela?
A commotion alerts He-Man to a confrontation between Palos of the Cave Dwellers and Willen of the Tree People. Both sides are fighting for ownership of the young girl known as the Starchild. Taking her back to the Royal Palace, He-Man presents her to the King and Queen hoping that there may be a resolution. But when both Palos and Willen appear once again, they drive the Starchild into numerous hiding places around the palace. The young one proceeds to protect herself by turning the Royal Palace against its inhabitants.
Orko is casts a spell in his bedroom, hoping to unleash the power hidden in a crystal. But a Gronk accidentially falls into the crystal, causing an explosion. After discovering that his magic is all but gone, the Sorceress determines that the Gronk disappeared with Orko's powers into another dimension, the planet of Omiros. The heroes must journey to the planet Omiros, and do battle with Zalt, an evil wizard who now possesses all of Orko's magic.
At Castle Grayskull the Cosmic Enforcer Zodac informs the Sorceress of a cataclysmic event to take place. The Sorceress summons He-Mna, Battle Cat and Orko, and explains that Skeletor is about to obtain the Starseed, an extremely powerful object that can give the individual who wields it, the power to do anything. As good and evil battle in the center of Eternia, can even He-Man resist the temptation to do evil when claims the starseed? And what final twist does Zodac have in store?
The people of Eternia are given nightmares warning them of the impending return of Darkdream. At his lair, Darkdream demands his allies, Tavor and Evil-Lyn, make Eternia darks so he can walk the planet again. Darkdream finally escapes thanks to a magical eclipse and attacks Castle Grayskull capturing the Sorceress. Confused at strange occurrences with Eternia's gravity, Man-At-Arms informs Darkdream that the moon is heading on a collision course with Eternia, Prince Adam and Man-At-Arms decide that the only thing powerful enough to send the moon back is the highly exlplosive Nodroxyn, and only He-Man can get it close enough to the moon.
When Jeremy, Prince Adam's spoiled and unfriendly young cousin, arrives at the Royal Palace, things become a lot more difficult for those in residence. Jeremy's ideas of fun cause a lot of trouble, with He-Man having to appear in order to save the day. Meanwhile Evil-Lyn and Tri-Klops are trying to appease Skeletor and discover that Jeremy could be the instrument to their success. Evil-Lyn manipulates the young boy into obtaining Man-At-Arms' Rock Softener. With it, the deadly duo attack Castle Grayskull weaking the walls and then unleash the mysterious Growth Globe.
Aremesh, an electroid, arrives at the Royal Palace capturing Orko and demanding a mysterious object from the Trollan, an object known to Orko as the Dimension Sphere. He-Man and Battle Cat confront the electroid who disappears with Orko, and arrives at Snake Mountain. Skeletor vows to help Aremesh obtain the Dimension Sphere in return for help in conquering Eterina.
On Eternia, He-Man and Man-At-Arms begin to notice that everyone's strength including their own, is weakening. Man-At-Arms concludes that there is a low level of oxygen in the air, and that somehow Eternia's oxygen supply is being depleted. After speaking with the Sorceress, He-Man heads to the MYstic Mountains in order to reach the Sea of Eternity. Just as he is about to pass through the mountains he is attacked by a group of untrusting insect people. He-Man makes friends with Garth and the two of them head towards the souce of Eternia's problems.
While playing a game of catch, Orko and Podi accidentally wreck a device within Man-At-Arms' laboratory. Podi runs away leaving Orko to take all of the blame. Seeking her favorite hiding place, Podi is captured by Rago, an opponent of her father. Rago informs her and the recently captured Orko that he means to use the Moorfire Stones to power Zegone, a mighty rhino-like robot capable of smashing through anything in its path. He-Man, Man-At-Arms, Teela and Chief Merio must stop Rago and have to survive the dangers of the jungle to stop Zegone and save Podi and Orko.
While journeying to the Lowland Villages, Prince Adam and Teela crash into a giant invisible force field. They split up to figure out a way around the force field; Adam is imprisoned by two women and his sword is taken from him, while Teela is invited to be a guest by another two women. Arriving in Arcadia, Teela meets Queen Sumana. Adam is sent to the Arcadian mines where he learns that all Arcadian men work in the mines, while the women rule the city. Adam must reclaim his sword in order to escape and prevent the city from collapsing due to excess mining.
At Snake Mountain, Skeletor's old friend Monteeg arrives and convinces him that he will take He-Man away as one of his warriors. Monteeg has no trouble convincing He-Man and Orko that there is a giant nearby, and the two accompany Monteeg to his castle. On the way, Monteeg tests He-Man powers by placing a series of dangerous situations before him. As He-Man continually impresses Monteeg, Skeletor roots for the hero, knowing he that should pass all the tests Monteeg will take him away from Eternia.
A poor man named Nepthu limps across the Sands of Time in search for the Temple of the Sun. Inside he claims the Scarab of Power, a magical jewel. The Scarab's power transforms Nepthu into a muscular, dominating being. Nepthu uses the Scarab to capture a falcon flying over the Sands of Time, which happens to be Zoar. The Sorceress contacts Prince Adam through telepathy revealing her location. The heroes journey to the Sands of Time and must not only rescue the Sorceress, but also overcome the many obstacles that Nepthu unleashes upon them.
Mallek the lonely wizard of Stone Mountain has fallen in love with Teela over the years. Wishing her to love him as well, Mallek makes a deal with the evil Lokus. Lokus begins to cause destruction in Mallek's name, and Mallek is powerless to stop him. He-Man and the heroes arrive to stop Mallek, but the wizard captures Teela and forces her to spend time in his company. As the pair argues, Lokus reveals to Mallek that the deal he initially made has a far deeper price.
Dree Elle and Yukkers appear on Eternia warning Orko that the Horn of Evil has been stolen from Trolla by Clawful and Trap Jaw. At Castle Grayskull the villains use the Horn of Evil, overpowering the Sorceress. Orko arrives and takes the Horn of Evil from the villains. Okro and Yukkers are captured, but Dree Elle escapes and informs Adam, Cringer and Teela. The heroes manage to defeat the villains, but Yukkers accidentally activates the Horn of Evil. Only a song can stop the evil unleashed.
While searching for winged horses, Prince Adam and Teela discover a mysterious castle whose evil inhabitants Lord Tyrin and Lady Valtira once resided over two hundred years ago. Lady Valtira awakes inside the castle and notices that Lord Tyrin has already awoken. Searching for him she encounters Adam and provokes a gaunt-looking stranger into an attack fueld by jealousy. He-Man and Lady Valtira escape into the castle, unaware that the stranger that attacked them is actually Lord Tyrin, warped by the evil power that consumed him over the years.
Trap Jaw and Beast Man take the Jewel of Protection from the Shrine of the Gryphon and place it in the grounds of the Royal Palace. According to legend the Gryphon will destroy everything in its path in order to get the jewel. Thad, a pageboy, discovers the jewel and soon people start paying more attention to him, just as the Gryphon begins attacking all on Eternia. When the heroes realize that the Gryphon seeks the jewel. Thad is reluctant to give it up as the prestige of owning it is more important to him than anything. But what secret does the jewel hold within that would make the Gryphon act so irrationally?
After receiving a call to Castle Grayskull, He-Man and Man-At-Arms fly to Darksmoke and meet with Granamyr. He informs them that Torm, the youngest dragon in Dragonsmoke wishes to marry a human, but the bride's father demands a test. Dragon regulations restrict Torm from being tested, so He-Man is chosen to be Torm's champion. Zem, a jealous wizard wishes Lyra to be his bride and plans to prevent He-Man from taking part in the test. Can He-Man pass the many tests that lie within a maze and overcome the hatred of Zen?
A villain called the Game Master tricks He-Man and Battle Cat into meeting him and his warriors. After a brief battle, the Game Master surrenders and leaves, but not before sending his spy to follow He-Man. The Game Master arrives at the Royal Palace, kidnaps Teela and takes Prince Adam's sword. Adam, Cringer and Orko decide to try to rescue Teela. Can Adam prove Teela wrong a be the hero she thinks he can never be?
Mallek, the wizard of Stone Mountain, is serving as guardian of the Fountain of Life at Aridan. Many attacks from Kothos leads Mallek to ask for help form He-Man. Skeletor sends Evil-Lyn and Clawful to claim the Fountain of Life. He-Man and Teela meet up with Mallek and are attacked by Kothos. Kothos swipes Evil-Lyn's power and transports her and Teela deep into the desert. While He-Man and his friends race after Kothos, Teela and Evil-Lyn have to cooperate in order to survive the many dangers of the desert.
On Eternia both the forces of good and evil are attacked an doverrun by large giant-like vines. At Castle Grayskull, He-Man and Skeletor blame each other for the disturbance as the Sorceress and Orko look on. Evilseed appears to them all warning of Eternia's impending doom. This prompts the Sorceress to declare that the forces of good and evil must combine their powers at Castle Grayskull in order to defeat Evilseed. Skeletor has to make a monumental decision in order to save the planet.
On Selkie Island, Hovar the Royal Historian and his son Justin are in great danger from the creatures that inhabit the isle. To save the pair, Prince Adam and Teela journey across the Eternia seas to deliver the Variable High Frequency Oscillator, a device that emits a sound to scare off the creatures. However, on the journey, they are attacked by the Kraken. Teela is kidnapped and Mer-Man plots the downfall of everyone including Skeletor. He-Man must face the many dangers of the sea and the awesome strength of the Kraken in a race against time.
At Castle Grayskull, the Sorceress explains to He-Man that strange incidents have been occuring in the Sands of Time ever since a pyramid appeared one night then disappeared. After a brief battle at the Fortress of the Sands, the heroes encounter a villain named Lord Masque who escapes. Prince Adam approaches the royal archeologist, Melaktha, about finding the pyramid and along with his apprentice Stanlan, they journey to the Sands of Time. Masque in disguise delays their expedition throwing up new dangers. He-Man confronts Masque, but not before the villain has summoned the House of Darkness.
The expedition party learns that a wicked sorceress, Shokoti, is connected to the temple when they discover her image on the entrance. Late at night, an impatient Stanlan vows to see the temple and is pulled inside by evil magic. An apparition of Shokoti appears beckoning Stanlan to follow her. She explains that he will be present for the awakening of the Sleeping Beast. Meanwhile, He-Man, Battle Cat and Ram Man battle the many nightmarish obstacles that Shokoti places before them. Stanlan must overcome his fear, as the power of Shokoti is the power of fear.
In the Vine Jungle, Prince Adam and Cringer stumble across a youn boy who looks like an friend they once knew, but who appears not to have aged. The Sorceress informs Adam that Count Marzo has taken the Ring of Rememberence, the only thing able to restore David back to his rightful age. As Adam and Teela head out to to locate the ring and save their friend they are unaware that Count Marzo is watching their every move and plotting their downfall.
At Castle Grayskull the Sorceress is disturbed by strange images. He-Man, Battle Cat and Orko discover Zanthor is responsible, a ciminal banished to the Phantom Zone. Zodac attempts to pass judgment on Zanthor, but He-Man decides that if Zanthor truly does want to make amends, then he will accompany him on his mission. At Snake Mountain the heroes find the vault where the disks should be located, but they only find fake disks. Skeletor appears before them and they are captured. As Zanthor escapes and claims the real disks, Skeletor tempts Zanthor to do evil once more.
During a storm while searching Salk Weed, Orko encounters a giant that scares him into knocking himself out by flying into a tree. After the storm passes, the giant stands before Prince Adam, Man-At-Arms and Cringer, drops off Orko, then departs. Meanwhile, The Keeper watches the action from above in his flying spaceship. His goal is to capture the giant for his sideshow. He succeeds and captures Orko in the process. He-Man and his friends must save Orko and the giant from the Keeper's sideshow.
An innocent game between Adam and Teela takes a terrible turn when Teela falls into a deep pit.
The Sunstone needs to be recharged but a villain named Negator wants to steal its power for himself.