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...

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...

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.