Ron Schultz & Sam Schultz

Gwen Wetzler

He-Man and other allies must travel to Phantos and grapple with the mysterious She-Demon who has the planet and its precious photanium ore in her grip; but they quickly detect the evil machinations of Skeletor behind it all.

Prince Adam (He-Man), Man-at-Arms, Teela, Orko, Cringer (Battle Cat), Zoar (Sorceress), Lizard Man, Stratos

Skeletor, Mer-Man, Strongarm

Queen Elmora, Elmora's council, plant monster, workers, slavedrivers

Attak Trak

Adam and Duncan are sparring with weapons and shields; Duncan has a weird axe-gun. They are accepting a shipment of photanium, a very strong and useful metal, from Queen Elmora of Phantos. But when Adam and Duncan leave, a curtain is drawn aside and we discover that Skeletor and crew have already tied up some guys and plan to steal the shipment and swap in a worthless ore. The queen tries to fight back with magic finger guns, but Skeletor's finger guns are more powerful - he zaps the poor woman until her eyes get weird, her face gets wrinkly, and she has white streaks in her hair.

Back on Eternia, Duncan discovers that all the weapons he has made from the "photanium" are breaking. Zoar passes by overhead, and Duncan and Adam find an excuse to leave and visit Grayskull, where the Sorceress fills them in on the part of the episode they hadn't seen. Adam immediately transforms into He-Man and the good guys load up to return to Phantos, with Duncan sternly instructing Teela to stay behind. Teela unhesitatingly disobeys and follows the crew to the planet, where she's able to witness them getting totally wrecked by Elmora, who is a very powerful sorceress. By the time Teela saves them with her laser gun, Battle Cat and Stratos are already zapped away. The remaining heroes disguise themselves as workers to sneak into Elmora's refinery, but they don't stay disguised for long: a slavedriver catches He-Man hanging around by the photanium body cells and all heck breaks loose. In the ensuing battle, Strongarm, "the new guy" on the evil team, actually succeeds in imprisoning He-Man in one of the cells; but then he and Mer-Man apparently give up on the fight and run to tell Skeletor what happened, leaving the other heroes free.

Photanium is the strongest metal in the universe: Teela and Duncan try everything to get He-Man out of his prison, to no avail. But He-Man is the strongest MAN in the universe, and he smashes the thing to bits; as soon as he's free, he begins, "Now, here's the plan..." The heroes split up, one set to find their imprisoned friends, the other to face Skeletor and Elmora. Man-at-Arms and Lizard Man have no trouble rescuing Battle Cat and Stratos. In the throne room, Skeletor is having trouble keeping a feisty Elmora under his control; so in a devilishly clever move, he uses his magic to make her think He-Man is him. Elmora puts up a good fight against He-Man and Teela, thinking she is fighting Skeletor. Teela tries to convince Elmora she is being tricked. Then Skeletor muddles his own spell by entering the throne room, and Elmora thinks she has two Skeletors to fight. He-Man reminds her of her "spin magic;" as she has remembered in a previous scene, she can summon photanium chains which she knows only He-Man can break. So she puts the chains on both "Skeletors," and He-Man does his thing. He forces Skeletor to release Elmora from the spell he's had her under; that done, He-Man breaks Skeletor from the chains with his power sword. Predictably, Skeletor then teleports away.

End with a Joke: Teela has to peel potatoes in the palace kitchen as punishment for running away from her duty as head of the palace guard. Teela protests her punishment, but Adam points out that they are really all being punished: "I've tasted your potatoes before." Everyone else standing around, especially Orko, finds this comment inordinately funny.

• He-Man: To the space portals!
• He-Man (seriously mansplaining): Elmora - your magic is evil now. But we will help you.
• Strongarm: Ah, He-Man! What a prize you'll make for Skeletor.
• Elmora (to He-Man): I've been waiting for you to return, Skeletor. I hate you more with every breath I take.
• Skeletor (teleporting away): There will be another day, He-Man.
• Elmora (to Teela): Thank you for making me see the true power of magic.

• He-Man punches the viewer: Only the wind-up, as he is interrupted by Strongarm
• Skeletor leans in close to the viewer: Reacting to Strongarm's news that He-Man has been "gotten"
• He-Man juggles his sword
• A look through widespread legs: Teela in battle pose
• Skeletor runs at the viewer, bug-height
• Skeletor laughs, head back
• Teela, hands on hips, laughs with her head thrown back: When Adam insults her potatoes
• He-Man jumps on the back of Battle Cat: Ending part of this used at the beginning of the PSA
• He-Man smiles close-up, looking at the viewer: During PSA

One full

Brought to you by He-Man
He-Man, astride Battle Cat, would like to talk to us about safety. Lifeguards and crossing guards aren't always around to protect us; so we should be thinking about safety ALL THE TIME. He points out that this is true "whether you're crossing the street or driving a car." Driving a car?! This is a children's show! Does he think people old enough to drive are watching this...oh. Never mind.

Landmark Episode: This is a Landmark Episode, because it is the only appearance of Strongarm and because it's just a cool story.
Teela does something dangerous by herself

• This episode shows that the Eternians possess the ability to travel through space and do so regularly. To get to "the moon of Phantos," they use space portals in Grayskull. The space portals are trippy. Though Grayskull portals will be used in the future, the concept of the space portals does not recur, and we will eventually see our heroes traveling to other planets by the more typical method of spaceships - in fact, they'll hop in a ship the next time they try to visit Phantos, in MU105.
• This episode features a couple of main hero/villain characters created by Filmation, for which there were no toys in the original Mattel line: Lizard Man and Strongarm. We will see Lizard Man again, in MU022.
• This is the first and only appearance of the evil warrior Strongarm. The eventual toy of the figure, released in 2013, was named "Strong-Or" instead, possibly because there was already a Transformer called "Strongarm." He has a spiky blue mohawk, big spiky teeth, pointy orange ears, and one extendable metallic arm. When he speaks, he appears to have a stereotypical Asian-sounding accent.
• Duncan uses a funny little boomerang-shaped pair of handcuffs... on Mer-Man's feet. Which, admittedly, are the extremities within easiest reach at the time. It doesn't seem to be very helpful as in the very next scene Mer-Man is free again.
• Skeletor again uses his havoc staff for spying on the good guys.
• He-Man gets into trouble several times in this episode. First Strongarm knocks him into the photanium body cell; later, Elmora disorients him with what looks like a gust of wind; then Skeletor uses the old flash of light trick on him.
• Another teleport escape for Skeletor; this one features some cool visual effects and flashy lights.
• Our first view of the palace kitchen; it comes at the end of the episode when Teela is on KP duty.

• Elmora is a great character who stands up to Skeletor in fine style at the beginning and takes an interesting turn as the titled "she-demon." Her battle against the spell corrupting and confusing her makes for a compelling episode. This is among the best-written stories of the early first season.
• Adding insult to injury, when Duncan tears off in Attak Trak and leaves his daughter behind, he also engulfs her in a cloud of exhaust.
• He-Man hates the fact that there are slavedrivers pushing workers around in Elmora's refinery and wants to put a stop to it right away; but it seems unlikely that in the (apparently) short time since his and Duncan's diplomatic visit, all this slave infrastructure could have been built by Skeletor. It seems much more likely that Phantos was already using slave labor and that Eternia has been keeping up trade relations with a slave power. That's quite troubling and gives me second thoughts about Elmora. Maybe she was the real she-demon all along!
• The opening establishing shot pan across Phantos' refinery and over to its castle is used multiple times in the episode. It's a nice background painting, so why not? There is one particular crane or derrick that weirdly reminds me of the plastic kicking foot contraption that's part of the old Rube Goldberg game, Mouse Trap.
• Continuity error: Skeletor appears to be spying on the heroes just after He-Man has freed himself, but after watching he says "with He-Man out of the way...," just as if he hasn't just seen He-Man walking around free.
• In the scene where Elmora is struggling against Skeletor's control, she shoots clouds of choking gas out of her hands; her arms are bent at the elbow but her elbows are out of the shot, making her arms appear freakishly long and her body even more disturbing than the animators intended.
• In a slightly later scene, He-Man talks to Teela over his shoulder before they enter the throne room; but Teela in the foreground moves so far forward that He-Man is clearly no longer looking at her but at some spot behind her. Is he under a spell too?!
• Animation error: Teela helps to fight Elmora with a sword and shield; in close-up shots, the shield is red, though the rest of the time it is gray.
• He-Man's stance and the swing of his sword when he releases Skeletor from the photanium chains looks identical to the part of his transformation animation where he points his sword at Cringer.
• After Skeletor teleports away, we see his minions fleeing on foot; the good guys don't seem to make any attempt to catch them.
• It's nice to think that the episodes tell a continuing story; in which case, the reason Beast Man is not featured here is because he's still working in the mines on Eternia, where he was sent at the end of MU003. However, if you look at their air dates, you'll see this one was actually shown first; there goes that dream.
• After Queen Elmora thanks Teela, you see Teela turn to Duncan as if to say "See, Dad? It's good that I came, isn't it??" Yet she still has to peel potatoes.