Catra is capturing all the Conceals on Beast Island because they have been aiding the Horde's prisoners. Only Laa-See escapes to find Loo-Kee in the whispering woods. She-Ra and Swift Wind, who were enjoying a relaxing evening, decide to help free the Conceals.
Horde Professor Tempest has invented a Time Transformer capable of rewriting history. First he makes sure Hordak's Doom Balloon defeated She-Ra at Valleyview Castle, then Hordak insists on adding a meteor storm to the Eclipse beam attack on Bright Moon.
To celebrate their anniversary, Netossa and Spinderella recount how they came to join the Great Rebellion. Hordak had tricked Spinderella into thinking the rebels had captured Netossa, so she used her spinning dance to move the trees of the Whispering Woods and pave a way in for the Evil Horde.
Imp steals Adora's half of the magic locket she got from Sea Hawk. Sorrowful's friend Deena follows the rebels and gets captured by the Horde. Adora loses her sword and gets captured as well. Sea Hawk is alarmed by the other half of the locket, but walks in to a trap. Now it is up to Sorrowful, Bow, Madame Razz and Kowl to rescue them all.
He-Man is called to Etheria after the rebels were tricked into an ambush and Adora has lost her sword. After capturing Horde Inspector Darkney, Adam takes his place and enters the Fright Zone with Adora as his assistant.
Hordak has his Batmeks shoot down an Argonian spaceship to steal it's power cell. The pilot, 8 foot tall Larg, convinced that all Etherians are Hordesmen, forces villagers of Phlax to help repair his ship.
The Rebels thwart a Shadow Beasties attack thanks to Man-At-Arms' new electric force shields. Angry, Shadow Weaver steals Orko's shadow and takes it to Horror Hall, where it promptly escapes and runs free.