Queen Elmora of the planet Phantos, has fallen under the power of Skeletor. He-Man, along with his friends, must rescue her. Unfortunately, Queen Elmora has access to photanium, the strongest metal in the universe.
As much as she loves Man-At-Arms, Teela has always been curious about who her real mother and father were. She seeks the Oracle of the Crystal Sea for answers. Unfortunately, the Crystal Sea is Mer-Man's territory.
Skeletor steals the Spellstone from its resting place and uses it to control the weather. With He-Man and friends going after the Spellstone, Evil-Lyn attacks King Randor's palace with a being known as the Creeping Horac.
Skeletor and Beast Man steal baby dragon eggs and use a growth serum on them in order to have them attack He-Man and the others. While He-Man is distracted, Skeletor attacks Grayskull and captures Sorceress inside the Dragon Pearl.
He-Man, Man-At-Arms, and Orko explore the City of the Ancient Ones. Skeletor sends his new servants to the city to retrieve the Masks of Power. Unfortunately, the masks cause the ancient evil rulers, Demos and Tyrella, to return and go after the Sword of the Ancients.
Prince Adam's spoiled cousin, Lady Edwina, comes for a visit and Orko immediately falls for her. To buy love, Orko decides to find a gold medallion that he lost in the Tar Swamp. But Skeletor is beginning to wake the monsters of the swamp.
After He-Man rescues Princess Rhea from Queen Balina's guards, the queen believes that he is a spy from her rival city, Operon, and captures him. Now, He-Man must fight the queen's champion gladiator to survive.
The Royal Historian, Hovar, and his son, Justin, come under attack by creatures while researching the historic ruins on an island. To help them, Man-At-Arms invents a VHO, which Teela and Adam must get to them before it's too late.
The Ice Lord captures the entire Royal Family, along with Teela and Man-At-Arms. Orko finds out that Skeletor has taken the Ice Lord's daughter and would only trade her back if the Ice Lord brought the entire Royal Family to him.
Trap Jaw and Beast Man steal the Jewel of the Gryphon and hide it in the Kingdom of Eternia where it is found by a young servant boy, named Thad. When the Gryphon finds out that the jewel is gone, Eternia could be in danger.
When Man-At-Arms is attacked, Teela uses his new transporter device to teleport him back to the palace. But it accidentally sends him into Skeletor's territory, where he's captured. Blaming herself, Teela exiles herself.
An evil sorcerer, Kothos, tries to steal the Fountain of Life, as does Evil-Lyn. But one of Kothos' traps sends Evil-Lyn, along with Teela, into the middle of the desert where they have to work together to survive.
Granamyr asks for He-Man's help. The youngest dragon, Torm, is in love with a human girl, but her father wishes for a test, which He-Man must take in Torm's place. Unfortunately, an evil wizard, Zem, also desires the girls heart.
He-Man receives a distress call. He finds out that it was a trap by the Game Master, who offers him the chance to be one of his soldiers. After He-Man refuses, Game Master kidnaps Teela in order to make He-Man fight.