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.

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?

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.

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...

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...

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.

Fisto tells a young boy the story of how he was once a bad guy, terrorizing the forest.

Stratos is exiled from Avion after being accused of sabotaging the kingdom's defense shield. During his next attack, Skeletor manages to steal the Egg of Avion and hides it in the Demon Zone with his ally Whiplash.