Paul Dini

Lou Zukor

Adam and friends relate to Duncan the story of He-Man's first meeting with the great actor Man-E-Faces, who was not always so friendly.

Orko, Cringer (Battle Cat), Prince Adam (He-Man), Man-E-Faces, Man-at-Arms, The Widgets (Squinch, Kando, Lara), Zoar (Sorceress), Teela; in ending crowd scene: Queen Marlena, King Randor, Ram Man, Stratos

Skeletor, Beast Man

assorted unnamed Widgets; in ending crowd scene: Eternian guards, unidentified courtier

Wind Raider, Collector

Someone thought it was a good idea to strap a cake to the top of Cringer's head. As the big cat walks down a corridor of the palace in this ridiculous state, Orko is backing up from the other direction, struggling with a huge bunch of balloons, and, well - the inevitable occurs. Prince Adam comes upon the cake-smeared, bickering pair and tells them to clean up and finish their preparations for the queen's party so they can have a surprise. Through the power of Orko's magic - or possibly a well-timed scene transition - the preparations are completed, and the surprise arrives: it's a big scary monster! Ha, no, actually it's the great actor Man-E-Faces, whose acting talent appears to mainly reside in his ability to rotate his face into various other faces. He's been hired as the party's entertainment. He shows off to our heroes, demonstrating his action-figure-accurate array (robot, monster, human), then branching out into Beast Man, Skeletor, and (most disturbingly) oversized-Orko faces.

Having wowed his fans, Man-E leaves to prepare for his big show, while the heroes contemplate how their thespian friend was not always so friendly. Man-at-Arms, who has now shown up, asks them what they're talking about, and the heroes recall that Duncan was not around when He-Man and company first encountered Man-E-Faces. So, settle in friends, because you're about to hear the tale!

It all starts on a dark and stormy night at the Widgets' little fortress village, where the inhabitants are scared they will again be menaced by the monster that's been attacking them. Sure enough, the villain shows up to bang at their door - it's Man-E-Faces! He threatens the innocent creatures, barges in, and demands food, first wrecking the Widgets' signal flare so they can't call for help from He-Man.

Watching from his usual desktop spying dome is Skeletor, who calls for Beast Man to check out this new evil guy he's discovered. It so happens that Skeletor is low on minions at the moment, so he's looking to recruit, and Man-E has unwittingly passed the interview. Meanwhile, on the good side of Eternia, the Sorceress has also seen that the Widgets are in trouble, so she flies off as Zoar to the palace and sets off the falcon alarm to wake up a sleeping Adam and Cringer. Once she's explained the situation, Adam grabs his power sword from its hiding place and says those magic words, and He-Man and Battle Cat go galloping off. On the way, they encounter Teela and Orko, who have decided to take a spin in the Wind Raider and are happy to tag along.

Our heroes wade into the Widget Woods and begin tangling with the mysterious intruder, who is very aggressive but seems sensitive and emotionally bruised. He doesn't like being laughed at and clearly feels shunned and unhappy. He-Man sees Man-E's face-changing abilities, and is just about to get to the bottom of this messed-up miscreant, when the stranger vanishes into thin air! Up in the sky, our heroes spot Skeletor's Collector, and make the reasonable guess that old Bonehead has snatched the guy.

A discussion amongst the heroes and Widgets then ensues, over whether their cruel visitor was actually one of Skeletor's thugs. The Sorceress arrives to give her two cents, hinting that Man-E deserves their sympathy and support, and is not as bad as he seems. Up in the Collector, Skeletor tries a recruitment line on Man-E, but it's a non-starter: Man-E works alone. Since persuasion didn't work, Skeletor resorts to force, dropping a glass prison over his abductee. Man-E turns to his monster personality to break out, but unfortunately this leaves him vulnerable to Beast Man's animal controlling powers, which Skeletor is clever enough to exploit. With the powerful monster-Man-E under their command, Skeletor and his minion head for Grayskull.

Down with the Widgets, the Sorceress senses that Grayskull is in danger, and the heroes run off to play defense. Sorceress gets there first and puts up a shield, tossing glowing fireballs (they look like red-hot candies) at the strafing Collector. Her power is enough to hold back Skeletor, but it won't last for long! To add to her troubles, Beast Man and Man-E-Faces beam down to the castle entrance and begin tugging down the Jawbridge. Time for the cavalry to arrive! He-Man and friends even up the fight, and Man-E admits to He-Man that he is being forced against his will to act as an enemy. They still can't make headway against the villains, until He-Man gives the Sorceress the idea to change Man-E back to his human form. This breaks Beast Man's control, and Man-E and He-Man join forces to knock down old Fur-face. Skeletor, seeing how the fight is going, attempts to teleport his henchman out of there, but our heroic duo ride the teleport beam back to the Collector and smash its insides to bits; the heroes bail out safely, and the malfunctioning craft dives into Grayskull's bottomless abyss.

Safely returned to her throne in Grayskull, the Sorceress assures He-Man and co. that they haven't seen the last of Skeletor, but she's grateful for all the help. Man-E bashfully makes as if to go, but the good guys work a back story out of him. He has always been an outsider, and because people refused to accept him, he became a nasty bully. But he's learned the error of his ways from having been on the receiving end with Skeletor and Beast Man. Learning that their new friend has no name, Orko decides that his monniker should have something to do with his "many faces"...

Back in the here and now, having finished their tale, our heroes realize that they've been so caught up in their talking that they've missed the big show. They enter Eternia's big arena to find a be-cloaked Man-E taking a bow and being showered with roses.

End with a Joke: N/A (though you could possibly count Orko's nonsense at the end of the PSA)

• Man-E-Faces: Don't laugh at me; everyone always laughs at me.
• Orko: Come on, He-Man! You saw what he did to the Widgets - pickin' on those poor little squirts like that. / Squinch: Hey, watch who you're calling a squirt, half-pint!
• Sorceress: Sometimes, Squinch, the ones who seem the worst are the ones who need our help the most.
• Skeletor: No one says "no" to Skeletor, fool!
• Beast Man: A slave of my own; now I'll have someone to boss around for a change!
• Man-E-Faces: Because I could change my appearance they thought I was a monster; and since nobody wanted me around, I became cold and cruel. ... Thanks for helping me understand myself, He-Man.

• Adam laughs, head back: At Man-E-Faces' Orko head
• He-Man in battle stance on Battle Cat: After landing in the Widgets' fortress, again when facing Man-E-Faces, and again in front of Grayskull
• He-Man punches the viewer: To break a vase Man-E has thrown at him
• Skeletor laughs, head back: Enjoying having captured Man-E-Faces
• Sorceress spreads/unspreads her wings: When appearing before the Widgets
• He-Man jumps on the back of Battle Cat: To head to Grayskull
• Skeletor leans in close to the viewer: To shout, "He-Man!"
• He-Man rolls along the ground: After jumping out of the Collector

One full
Variation - the usual beginning of the transformation is somewhat altered, since we are seeing Zoar perched on the windowsill of Adam's bedroom while he speaks the first line of his magic phrase

Brought to you by Man-E-Faces and Orko
Orko asks Man-E-Faces how he manages to remember all his lines, and Man-E, all in a hasty rush (I guess he has other gigs to get to, or a cute groupie to meet up with after his show), advises us to practice and rehearse, saying our lines over and over until we know them by heart. Orko then repeats "Say goodbye" to himself, so he can remember to bid us farewell. That's not really how it works, man.

Appearance of the Widgets
Everybody deserves a second chance
Landmark Episode: I don't think this is a particularly awesome story, but because it recounts the origin of Man-E-Faces and is his first appearance in the show, we will tag it as a Landmark Episode.

• Finally, the first appearance of Man-E-Faces, one of the main figures released in Mattel's second wave of He-Man toys (1983). I'm not sure why it took so long to get Man-E-Faces into the show, when still-unreleased figures like Jitsu have already gotten a look-in (MU009). The only character we haven't yet seen on screen from the then-available collection of toys is Skeletor's evil bird, Screeech. (Want Skeletor to give you the bird? You'll have to wait until MU084.)
• Man-E (as he seems to be known, informally) has quite a few faces somehow packed into his spinning head. The action figure had a dial on top which, when rotated, would change the active face of the figure to either a human, robot, or monster. The animated character is (naturally enough) missing the dial, and also boasts a Skeletor, Beast Man, and (most improbably) Orko face.
• This is the second episode of the series to feature the Widgets, who we first met in MU012.
• Writer Paul Dini seems to have established himself at this point as the go-to guy for character origins and flashbacks. Here, he gives us the origin of Man-E-Faces. Previously we've seen him provide us with back stories for Queen Marlena, Teela (MU006), Adam, Cringer, Orko (MU018), and a university-aged Teela in MU024's "Wizard of Stone Mountain."
• Apparently Man-at-Arms was not present when the heroes first met Man-E-Faces, which gives them the excuse to relate the story to him (and for us to experience it).
• We see again the He-signal which the Widgets have used in the past (MU012) to call for He-Man - that is, we see the gadget that produces the signal, but not the signal itself (since Man-E-Faces wrecks it).
• At long last, Skeletor and Beast Man return! We haven't seen either of them since way back in MU036. MU036 was also the last episode in which we saw the Sorceress assume the form of Zoar, which she does again here.
• Skeletor's excuse for going to recruit Man-E is that most of his other minions are in jail or busy elsewhere. It's rare that we hear about Evil Warriors remaining in prison for longer than the end of an episode!
• Zoar peeks in on Adam while he's asleep in bed (even though it seems to be broad daylight), giving us a chance to see his bedroom again. We see that Cringer is still sleeping by Adam's bed, as was the case back in MU015. Adam's sleeping attire seems to have become more casual than it was in MU002, when he wore bracers to bed. This time all we see is a sleeveless white tunic (what we Earthlings might refer to as a "wife-beater").
• We discover that Adam hides his power sword behind a bookshelf, in a secret nook which is accessed by the push of a button. This seems to imply that his even owning the power sword is something he doesn't want most people to know - quite a change from MU003, when Adam's clumsy flailing with the power sword resulted in its being accidentally teleported to Eternia's ancient past by Orko! Perhaps the prince learned his lesson from that incident and is being more careful with the magic weapon. (See however Adam's poor sword judgment in MU061.) We will see this secret sword nook again in other episodes (MU092, MU125).
• The Sorceress appears in her human form outside the Widget fortress, to impart some important information about Man-E-Faces. Outside the Widget fortress. IN HUMAN FORM. She's not supposed to be able to do this, people! This is one of her more brazen infractions of the rule, explicitly noted in MU036, that she cannot leave Grayskull except in the form of a falcon. She does state later in the episode that only when she is at Grayskull is she strong enough to fight Skeletor. But then we see her human form in the crowd at the palace for Man-E's performance! (See MU048 for more rebellious Sorceress rule-breaking.)
• The Sorceress indicates that she can receive a "psychic signal" from Grayskull when she's not there, informing her of trouble.
• Interesting that Beast Man has indicated in the past that he can't control Cringer with his power over animals (see MU015), but he can control Man-E-Faces when he's wearing his monster face.
• He-Man uses the same throwing move on Man-E-Faces twice in the episode - once in the Widgets fight and once in front of Grayskull. This is a common animation that we'll see He-Man (and other characters) employing many times in the future.
• Beast Man and Man-E-Faces' combined strength is almost enough to pull down the Jawbridge, a feat they achieve by means of a grappling hook and rope. The Evil Warriors worked this same trick back in the pilot episode (MU004), though it took a lot more of them pulling!
• In the fight in front of Grayskull, Teela wields a long stick with a pointy crystal at the end - an unusual weapon that I don't think we've seen before. I guess it's a spear?
• We learn that Orko is responsible for giving Man-E-Faces his name. Apparently Man-E was born with the ability to rotate his face around, and shunned from birth because of it, so that he didn't even have a name before this. It's a hard-knock life! One wonders who his parents were...
• I haven't yet had call to discuss the wonderful mini-comics that were included with He-Man figures. I have fond memories of them, and still have a few tattered remnants of the ones that I got as a kid. One of the reasons I don't bring them up is that whoever did the comics, especially the earlier ones, clearly had no communication with the folks at Filmation, and often ended up telling a very different story with significantly altered characters, which would just muddy the waters for the lore we're trying to analyze here (for instance, in the first stories He-Man is depicted as a Conan-like barbarian man who leaves his tribe and clearly has no connection to Filmation's Prince Adam). However, I do remember that Man-E-Faces was also presented as an actor in his mini-comic, and there was a similar story about his not being completely a good guy to begin with.

• As with the last time Adam transformed while in his pajamas (MU002), we get a continuity error, since the beginning of the transformation clip shows him in his normal pink-and-purple Prince Adam uniform, rather than his sleeping tunic.
• He-Man is lucky no one sees him and Battle Cat coming out of Adam's bedroom - I'd like to have heard what story he would have told to explain that! ("Umm... the prince got stuck in his... closet.") Adam seems to be a very late sleeper, since it's broad daylight when Zoar shows up, so certainly other members of the palace could have been walking the halls...
• Animation error: When the Wind Raider first swings by over He-Man's head, it is clearly unoccupied. It is only in the following shot that we see Teela and Orko sitting inside.
• In MU012, Squinch's girlfriend was named Lara. However, when he calls her name in this episode, it sounds like he says "Laurel," and the captions of my DVD seem to bear this out. Wiki Grayskull seems to stick with "Lara" as her name, so I will do so as well. Also in MU012, the leader of the Widgets was definitely named "Kando," but in this episode He-Man says to him the line that my DVD captions interpreted as, "Thanks, Gandu!"
• When Sorceress is telling He-Man and Teela about the trouble at Grayskull, Teela's face looks sleepy-eyed and confused. Presumably she was meant to be surprised and dismayed...
• When Man-E-Faces is drawn in profile in the Collector, his face is completely invisible, and his head looks like an empty shell. I suppose we could believe this is because of the angle we're seeing him at, but I suspect that the animators weren't sure which face to draw in the face-hole, and were meaning to go back and fill it in later.
• Skeletor and Beast Man are both supposed to be laughing when they get Man-E under their control, but Beast Man's laughter sounds very tacked-on and unconvincing; it actually sounds more like Man-at-Arms laughing.
• I don't mean to criticize the Sorceress: I'm sure she's trying her best. Let's just say, it's a darn good thing she has He-Man around to constantly pull her feathered butt out of the fire. She takes about two volleys from Skeletor's Collector before crying, "I can't keep them away much longer!"
• Skeletor and Beast Man come off as surprisingly buddy-buddy in this episode, which is quite a contrast from their usual relationship of master and whipping-boy. In their first scene Skeletor calls attention to the sight on the viewing screen, saying that Beast Man might "find this interesting." Since when has he cared what Beast Man will find interesting!? He also formally introduces Beast Man to Man-E-Faces, as though the hairy goon is a trusted colleague; and he even tries to save his minion at the end of the episode.
• It's ironic that after all the times Skeletor has ditched his minions or left them to try to escape He-Man without his help, that this one time when he actually does a good thing and teleports Beast Man back into the Collector, he ends up paying for it big time!
• Actually, it's hard to see how Skeletor is going to get out of this one, given that the moat around Castle Grayskull is noted in other episodes - and by the Sorceress in this one - as being "bottomless" (in fact, Skeletor called it that himself in MU002). Sorceress thinks it "won't stop him for long," but provides no details.
• If you count the brief appearance by everyone in the ending applause scene, after Man-E's big performance, there are a huge amount of characters in this episode! There is even an unfamiliar, royal-looking fellow standing to the right of Teela - possibly an earl or baron, if such things exist on Eternia.
• I don't want to have to say this, but I feel compelled: when Lara cheers at the end of the episode she sounds exactly like an over-excited chimpanzee.
• I have to admit to being frustrated with the show writers here - especially the great Paul Dini, from whom I'd expect better - for screwing up the rules of the Sorceress's abilities. It would have been much more logical if they'd been stricter about her having to be a falcon whenever she is outside of Grayskull. I suppose if we really wanted to rationalize things, we could posit that her human appearances in this episode are mere psychic projections, and her body is still back at the castle.