Paul Dini

Marsh Lamore

The evil sorcerer Kothos finds a memorable way to steal the Fountain of Life from the desert city of Aridon, in the process leaving Teela and Evil-Lyn stranded together in the desert, with Lyn's magical powers taken away. The unlikely duo will have to learn to work together to get out of this mess!

Prince Adam (He-Man), Man-at-Arms, Teela, Cringer (Battle Cat), Orko

Evil-Lyn, Skeletor, Clawful

guards, Mallek, wolf demon, Kothos, orcs, sand monster, desert scavengers (vultures, coyote-like thing), sand devil

Wind Raider, Attak Trak

Late at night in a desert city, two nervous guards stand watch. They are spooked by a voice from the darkness, but it's just the wizard, Mallek, who is apparently helping them keep watch over the Fountain of Life. As they speak, a mist creeps by at their feet and steals into the temple of the fountain, forming there into an evil wolf-shaped demon! Its clumsy shambling brings Mallek, who is able to banish the shrieking beast. He knows that it came from the evil wizard Kothos, and that Kothos will only try for the fountain again, by more challenging methods. He needs help - and he knows who to call!

At the palace of Eternos, Teela, Man-at-Arms, and Prince Adam take Mallek's call. He explains the problem, noting that Aridon cannot survive without the fountain's precious waters. The heroes promise to help. Teela asks her father to get in touch with He-Man and then leaves the room; Adam, wasting no time, lifts his sword and says the magic words. So it's Teela and He-Man who fly the Wind Raider out to the city of Aridon, where the temple and fountain lie. Kothos arrives with some orc soldiers and summons a giant sand monster to keep the heroes busy. What he doesn't know, however, is that Skeletor has also become interested in the powers that can be granted by the fountain, and has sent Clawful and Evil-Lyn to get it for him. While He-Man tangles with the sand monster in the open desert, Evil-Lyn sneaks into the temple and easily disposes of the vigilant Mallek by putting him to sleep. Teela proves more of an obstacle, however, and the pair face off in the temple. Just as He-Man blows away his opponent, he is seized from under the sand by a Clawful claw - and pulled down! Before Teela and Evil-Lyn can finish their battle, the temple begins to tremble and crumble around them. An awakened Mallek dashes outside, and watches in dismay as the entire temple is flown off into the air, with the two women warriors still inside!

Kothos is in there with them, since it's his spell carrying the temple back to his hideout. He zaps Lyn with an attack, and when she attempts to retaliate she finds her magic is gone! Kothos has taken it and placed it inside of a gem, which he plans to use later to add her powers to his. The villain then ejects the two ladies from the temple, leaving them stranded in the desert. Dusting themselves off, Teela and Lyn realize that in order to survive and foil Kothos, they will have to work together. At Teela's urging, Lyn agrees to a truce, just until they get out of the desert and she gets her powers back.

He-Man, meanwhile, has his hands full fighting an impish Clawful, who challenges the hero to a horrifying game of hide and seek in the dark caves where the villain has trapped him. He-Man wins the fight of course, and ends it by rolling his enemy up in a swath of ground and hurling him up out of the cave and all the way to Snake Mountain, where Clawful gives a dazed and disappointing progress report to Skeletor. Up on the surface, He-Man discovers what he missed and what is missing. Mallek tells him that Kothos must have taken the temple back to his mountain stronghold, which will take a good day's journey to reach; so our hero calls up his friends for some transportation. At a lonely desert hut which is likely Mallek's abode, the duo are met by Man-at-Arms, Orko, and Cringer in the Attak Trak. Cringer is changed to his more armored form, and the group head out into the desert.

Meanwhile, Teela and Lyn have been surviving in the harsh conditions of the desert, learning more about each other, and developing a grudging mutual respect. Teela finds water in a cactus, and Lyn reveals that she has white hair and is capable of lighting a fire without magic. She discusses her desire for power, and her intention of one day supplanting Skeletor and conquering Eternia. Her encyclopedic knowledge of desert scavengers is somehwat helpful, but avails the pair very little when they are suddenly attacked by a gigantic sand devil (basically a big, tentacled caterpillar with a fang-filled maw). Still, Lyn is true to the promise of her truce and throws a rock at the monster to make it drop a snatched Teela. When they succeed together in chasing the beast off with a rockslide, Teela hatches a devious scheme. A nearby troop of Kothos's orc guards come upon evidence of the sand devil, and also find Teela and Lyn's head gear. They bring it back to Kothos, who gloatingly concludes that the ladies were devoured by the creature. He pulls out the gem in which he has captured Lyn's powers, contemplating its use; but a very alive Evil-Lyn snatches it from his hands and smashes the stone, restoring herself. Teela and Lyn followed the orcs back to their base - a plan so sneaky and successful that Lyn wishes she had thought of it.

Just as Kothos calls on his army of orcs to take care of the pesky females, He-Man and friends show up as well, evening the odds. The heroes have a grand time beating the heck out of all the orcs. Kothos decides that the time has finally come to sip those Fountain of Life waters, and teleports away. He finds that Evil-Lyn is already at the fountain waiting for him. In their final battle, Kothos tries again to defeat the sorceress, but she deflects his spell back at him, turning him into a hideous sand slug. She has little time to celebrate her victory, however, as a tremor knocks her over and she loses consciousness.

Evil-Lyn awakens to find the temple has been moved back to Aridon by Mallek, who helped to heal her with the fountain's waters but is now watching her cagily, expecting another attempt on the fountain. But Lyn declares that she is tired of the whole affair, and no longer interested - if Skeletor wants the waters so much, he should come get them himself. She flies off with an evil cackle, declaring her truce with Teela is now ended, and leaving her respectful former partner to contemplate their successful team-up.

End with a Joke: Mallek is amazed that Evil-Lyn left the temple without a fight. "Mallek," Teela replies, "I think that's the closest Evil-Lyn will ever come to saying thank you." He-Man turns to the audience and tips us a playful wink.

• Mallek: Back, demon! To the netherworld where Kothos summoned you!
• Clawful (trying to lighten the mood a little after a pseudo-power-grab from Evil-Lyn has prompted some zapping from Skeletor): Ah, well then, let's get cracking! (snaps his claws together)
• Teela (to Evil-Lyn): Now the way I see it, we have two choices. One: we can sit here arguing; or, we can work together to get ourselves out of this wasteland. Me, I'll take choice number two. / Evil-Lyn: All right, a truce then! But only 'til we get out of the desert and I get my powers back.
• He-Man: Clawful! / Clawful (hidden in the dark caves): Nyah, come and find me, He-Man! Heh-heh-heh-heh.
• Skeletor (muttering to himself): It's been hours and not a word from Clawful or Evil-Lyn. I wonder what kind of progress they're making. (Clawful crashes in through the ceiling) / Clawful: I - I had a little trouble with He-Man in the desert, Skeletor; but everything's fine! Ohhh...
• Teela (raising her sword): I can put my training to very good use out here. / Evil-Lyn (alarmed): Wait! We had a truce - a truce! / Teela: You don't trust anyone, do you?
• Evil-Lyn: I have no loyalty to Skeletor; it's his power I want. Some day I'll seize it from him, and then all Eternia will feel my might. / Teela: You know I'll have to stop you. / Evil-Lyn: I know you'll try. Too bad, really: we make a nice team, you and I. / Teela: In a strange way, we do.
• Evil-Lyn: I've studied the habits of every vicious creature on this planet. / Teela: Takes one to know one, I guess.
• Kothos (reflecting over the seeming demise of Evil-Lyn and Teela): What a pity. A tragic way to go; but at least Evil-Lyn's power will live on - in me. (evil cackle)
• Evil-Lyn (to Teela): That was a good, sneaky idea you had; oh, I wish I had thought of it.

• Skeletor leans in close to the viewer: To make sure we're all paying attention to his exposition about the Fountain of Life
• He-Man punches the viewer: Trying to take out the sand monster
• He-Man smiles close-up, looking at the viewer: Conversing with the sand monster, and again at the end, to give the audience a wink
• He-Man picks up and throws a rock: Again trying to take out the sand monster
• He-Man from above, runs to mid-screen and pauses, battle-ready: Searching for Clawful
• Evil-Lyn, hands on hips, laughs with her head thrown back: Twice, at Kothos the sand slug

One full, but divided (i.e., the initial transformation is missing the Battle Cat portion, which happens later when He-Man is reunited with Cringer)
Variation - In MU050, when something similar happened, He-Man had to repeat "By the power of Grayskull!" to initiate Cringer's transformation. Here, all He-Man does is gesture with his sword, saying, "I'll help you beat the heat, Cringer." This triggers the usual animation.

Brought to you by Teela
Speaking of her shaky partnership with Evil-Lyn, Teela tells us that "if you make the best of a bad situation, you can come out a winner." Stop feeling sorry for yourself! Smile! Wider! Wider! There, see? Didn't that help?

Mallek episodes
Kothos episodes: Kothos will return for his revenge!
Landmark Episode: Because this episode has some great character development for Evil-Lyn, and is just an all-around great story.
Evil-Lyn power punches the glass ceiling: The very epitome of this category, and probably the reason I invented it, is this story examining Lyn's ambitions and her desire to outdo her boss.

• I was flummoxed to recognize that jerk Mallek in the opening of this episode - he's from way back in MU024! He was the titular "Wizard of Stone Mountain" who did such a crappy job trying to win the heart of Teela. He appears to be a changed man in this story, bravely defending a fountain from evil magical attacks. Interestingly, we never see his devoted doormat from the previous episode, Karyn; perhaps she wised up and left him!
• The outfits of the Aridon guards, particularly their helmets, remind me of the rebel soldier uniforms in Star Wars IV.
• We go from the Fountain of Forgetfulness in MU058 to the Fountain of Life here.
• We see the giant TV screen in Duncan's lab, seen also in MU017.
• An interesting variation on the typical "bad guys spying on good guys" theme here: Kothos sees He-Man and Teela coming by use of a crystal ball; but when we cut to Skeletor, he says that he's learned about Kothos's plans thanks to his "spies in the desert." Is his spy dome on the fritz?
• Kothos is served by a troop of the same Eternian orcs we've met previously in MU022 and in Elden's Orc War flashback of MU042. In this episode the orcs get quite a lot of dialogue, and we discover just how many pig snorts their speech is sprinkled with. We also learn how very incompetent they are, when they all manage to run straight into a very obvious wall that He-Man peels up from the floor; you wonder just how long that Orc War could have lasted, if they were all this smart!
• "What's to stop us from taking the fountain for ourselves, Skeletor?" asks Evil-Lyn, establishing herself again as a power-hungry rival to her some-time master. She fully explains her ambitions later in the episode, during her fantastic fireside chat with Teela.
• The sand monster that Kothos summons is a well-worn creature design for MOTU. It's identical to the sand demon army created by Nepthu for MU050, and in slightly rockier form, it's what Raybar looked like in MU056. This monster has interesting powers though, as it can make its fist as hard as metal or turn its body completely intangible to avoid projectiles.
• He-Man has to pull out his super breath again to finally defeat that pesky sand monster. We last saw him use it in just the previous episode, MU058.
• He-Man uses his throw move on Clawful, a move we've seen used several times before, notably against a then-evil Man-E-Faces in MU043. He-Man then uses a very interesting method of "wrapping up" his foe in a sort of rock carpet so that he can fling him all the way back to Snake Mountain. The grabbing animation that begins the rolling of the floor is used again when he rolls up the floor in the ending orc fight.
• The idea of a temple flying through the air in the middle of the desert is a very Arabian Nights type of image, and Kothos dresses the part, in a big open shirt, baggy pants, and a turban. We'll see Kothos flying his entire base around in his next appearance, MU102.
• For the first time ever in the series, Evil-Lyn removes her hat, showing that her hair is completely white. We also see Teela without her tiara.
• In MU052, we saw a nice side bench in the back of the Attak Trak; in this episode when the Trak's outer casing slides back, the bench does not appear to be there.
• Orko shows off an odd magic power when he traps the two orcs that Mallek has levitated up near the ceiling in a giant clawed hand.
• I suspect that the voice work for Kothos, not to mention his bulk and facial features, were based off the classic movie actor Sydney Greenstreet. If anyone still remembers him, it will be because they saw him in The Maltese Falcon, where he played "the fat man," Kasper Gutman (a name worthy of He-Man).
• Several bits of Evil-Lyn animation (her standing behind the fountain with flowing cape spread, and her falling over) are used in both her early fight with Teela in the temple and her closing battle with Kothos in the same place.
• At the end of the episode, Evil-Lyn makes a fabulous exit by transforming into a ball of fire and flying off, cackling evilly all the way. She made the same impressive escape in MU012 and MU019.

• The wolf-like demon that attacks the fountain in the opening sequence is a very cool monster. It uses the scream sound effect used often for He-Man monsters, most memorably the shadow beasts of MU006 or MU029.
• Carelessness with the secret identity: Adam does his transformation thing mere seconds after Teela leaves the room. What if she forgot something and came back? Get in a closet or something first, you fool! Later, He-Man carelessly transforms his cat while Mallek is just a few feet away, inside a hut. Does it not matter if people know that Cringer is also Battle Cat?
• I love the way the animators drew Evil-Lyn stereotypically sneaking into the temple while the heroes are occupied. It's just such an archetypal sneak. I also enjoy the sequence where Lyn gestures in vain with her hands, trying to strike back at Kothos and thus discovering that her powers are gone.
• When He-Man defeats the sand monster, he quips, "That takes care of Kothos's playmate," only he pronounces "Kothos" differently than everyone else has been doing it: KAH-thohs, instead of a long "o" KOH-thohs. A second later, he's grabbed by a subterranean Clawful. "Clawful!" he cries, naturally enough, over the soundtrack; but the captioning on my DVD erroneously thinks he misnamed his enemy as "Kothos."
• Mallek shows his true colors during the fight between Teela and Evil-Lyn. He has just awakened from Lyn's sleep spell, and the temple is crumbling to bits around the three of them. Rather than try to help in any way, he just runs out of the building, leaving the two ladies to be stolen away with the temple.
• Clawful honestly sounds like he has never had a better time in his life than when he's fighting with He-Man underground. I love a good evil laugh!
• I remembered this episode from my previous adult re-watching of the series and greatly looked forward to it. We are served up another jewel by the great Paul Dini, the master of character development, who gives us some great dialogue in general and the iconic back-and-forth sniping between Teela and Evil-Lyn which has to comprise some of their best lines in the series.
• This episode also boasts a huge array of characters and monsters, making it feel very full and varied.
• "Once I drink the fountain's magical water, I'll be mighty enough to finish you all!" says Kothos when He-Man and his buddies show up. So wait - you didn't drink it yet?! Why?!! Kothos has been lazing around in his fortress for a good day with the fountain sitting right there, and hasn't taken advantage of it. Evil-Lyn truly hits the nail on the head when she says that he "act[s] too slowly."