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 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?

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...

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 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.

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.

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!

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.....