Story - Robby London & Teleplay - David Wise

Ernie Schmidt

Orko starts out the day looking for orange weed with his friends, but ends up trapped with a giant as part of a cruel travelling sideshow! He-Man will have to organize a rescue, and Orko will have to learn the oft-taught MOTU lesson of not judging giant books by their giant, horrifying covers.

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

N/A

Cambro the giant, the Keeper, the Keeper's prisoners (Gorgon, Zalt, Tick Tock), Scorpio, Avion citizens, even more sideshow prisoners (details below)

Wind Raider, fish blimp

This episode is all Man-at-Arms's fault, because he needed some salk weed for some experiment or other. This means that Prince Adam, Cringer, and Orko all have to drag themselves out to the woods under threatening skies to help Duncan go hunting for the plant. They decide to split up - but they don't know that a mysterious figure is watching them! Orko, searching alone, finds the plant but is suddenly approached by the stranger, who proves to be a frighteningly large and threatening giant. The Trollan panics and head-butts a tree.

Back at the Wind Raider, the other heroes are waiting for Orko and wondering why it's taking him so long to rejoin the group. The mysterious giant appears, carrying a dazed Trollan and a filled sack of salk weed. With no explanation, he silently hands over his prizes and departs. Orko awakes after a medicinal lick from Cringer and tells a confused story, at first assuming that he was attacked by the giant, then not so sure. Adam decides that he needs to get to the bottom of this and that the only way to do it is as He-Man, with Battle Cat.

Meanwhile, up in the air is a giant, metallic, blimp-like airship with fish fins, and inside of it is a flamboyantly dressed loser. (In the episode he remains nameless, but we'll call him the Keeper, a monniker I lifted shamelessly from Wiki Grayskull.) He runs a sideshow - presumably to paying customers, though we never see him actually put on a show for an audience - and enjoys nothing more than wandering to each of the prison cells where he keeps his creatures and telling them how stupid they are. He's been tracking the mysterious giant for days and is determined to add the creature to his collection.

He-Man and friends catch up to the giant at just about the same time as the Keeper, making for an exciting meeting of minds. The Keeper pulls the giant up into his ship by use of a tractor beam; when He-Man tries to prevent the kidnapping, the nearby Orko (helpfully advising He-Man not to get caught) also gets caught. To distract the "muscle man" from saving anyone, the Keeper releases his giant scorpion monster, who he has unimaginatively named Scorpio. The creature proves a very effective distraction, as Duncan, He-Man, and Battle Cat are thoroughly pinned down and spend precious minutes struggling with the beast.

While He-Man and company are being kept busy in this way, Orko and the giant are placed in an energy cage inside the Keeper's vessel. The Keeper spends some time gloating over his new acquisitions, then strides off to steer the ship towards his next forced recruitment (though not before blabbing his plans to the prisoners). When Orko attempts an ill-considered grabbing of the bars, the giant reveals that he can speak, in the process saving Orko from incineration. Orko's cellmate introduces himself as Cambro, and explains that because of his size and appearance people have always shunned him, though he's a perfectly nice, intelligent guy. With his advice, Orko slips between the cell bars and turns off the prison, and Cambro decides to hack a radio so the pair can warn He-Man about the Keeper's intentions.

He-Man finally manages to take care of Scorpio when Man-at-Arms correctly deduces that the giant scorpion would dislike having a river poured on him. The heroes receive Orko's radio message, allowing them to catch back up to the ship, which has travelled onto Avion so the Keeper can bag himself a lovely winged man. Stratos, the winged man in question, almost gets hog-tied, but He-Man rescues him, then borrows his flying friend as a ride to the ship, where he tears his way inside.

On the outside, the Keeper is shooting out more ropes to wrangle the other bird men from Avion who have arrived to rescue Stratos; but fortunately Duncan shows up in the Wind Raider to zap the bird men free. On the inside, the Keeper spies on his intruder by video and traps He-Man in some snaky, titanium bands. Secure in the belief that he has permanently restrained the do-gooder, the Keeper blithely turns off his screen, and so doesn't see He-Man easily busting himself out just seconds later. Our burly, unshackled hero wanders the inside of the ship and finds its prison cells. Seeing all the imprisoned creatures, He-Man knows just what to do: he smashes the door controls, releasing everyone, and the angry creatures all gather around a terrified Keeper, ready to vent their ire on him. But Cambro (having found everyone else after spending the intervening time wandering the ship with Orko, lost) counsels a peaceful resolution, convincing all the beasts to be satisfied with their freedom. Cambo's long years in the forest have made him able to communicate with pretty much any living thing, so all the creatures back off and leave without exacting vengeance.

Back on the ground, Cambro tells his story to Duncan and He-Man, mentioning that he earned a respectable education at the Science Academy before other people's prejudices ran him out of civilized society. Duncan decides that he needs a lab assistant and offers to hire Cambro on, to everyone's delight.

End with a Joke: N/A; instead, He-Man turns to the screen and delivers a stuffy, didactic speech about learning not to judge people by the way they look. Okay, boomer.

• Adam: Maybe we should split up. / Cringer: Good idea; you three look for the weed and I'll go back to the palace. / Adam (patting his cat): That's my hero.
• Keeper: My sideshow will be the greatest ever seen! ... And they'll pay to see your four arms! Too bad you don't even know how to use them. (laughs derisively)
• He-Man (of Scorpio): It's going to take all my strength to stop that thing. But I don't want to hurt it. / Man-at-Arms (just about fed up): Well do something!
• He-Man (to himself): Imprisoning all these creatures just for one sideshow; how can one man be so cruel? Perhaps if his pets were free, he'd see things differently.
• Cambro (to the other sideshow creatures): Do not harm him, my friends. Do not spoil your freedom with hate. You have your freedom; it is enough.
• Cambro: As a youth, I excelled at science. I graduated from the Science Academy by the time I was sixteen.
• He-Man: It is unfortunate that there are still people in the world who judge a person by the way he looks.

• He-Man from above, runs to mid-screen and pauses, battle-ready: His pause stance is used as the Keeper's blimp passes over his head
• He-Man rolls along the ground: After dropping from the Keeper's blimp
• He-Man runs away from the viewer: Heading for the other end of Scorpio; and again a little later, running from Scorpio
• A look through widespread legs: He-Man lands in front of a river after a cool somersault jump
• He-Man jumps on the back of Battle Cat: About to head to Avion
• He-Man in battle stance on Battle Cat: Arrived at Avion

One full
Variation - A short second of Cringer cowering in context is shown before the usual transformation shot

Brought to you by Orko
Not surprisingly, Orko reminds us of the very heavy-handed lesson already hammered into us by the episode's story: not to judge people by the way they look, or in other words: "Don't judge a book by its cover," one of the most-used He-Man lessons. Orko was involved in delivering a very similar lesson at the end of MU051.

Skeletor-less episodes in Season 1: Another - and the last - episode in this category.
I am really trying to limit the number of categories I create, but I at least have to mention that we have seen another sideshow in He-Man: the one that a disguised Beast Man was running in MU015's "A Beastly Sideshow." His was all a front to engineer a kidnapping, however.

• Things that come out of Orko: a mechanical arm with a white-gloved hand and a pair of scissors. Later, when he is tugged away from the cell bars by Cambro, a golden pocketwatch and a playing card (the five of spades, which burns to nothing). Even later, a lollipop and a seal remover.
• The Keeper's main screen and chair look very much like Negator's central controls from MU054. In a later scene where He-Man breaks into the side of the ship, he walks past the same electrical teleport system that Negator used in his episode. Other interiors in the ship are likely also lifted from MU054.
• All of the imprisoned sideshow creatures the Keeper walks past in his introductory scene are recycled character designs. The four-armed man and the two-headed man are both taken from MU045's "Orko's Missing Magic" (they are Zalt and Tick Tock, respectively). The first beast matches Gorgon from MU028's "The Defection." Since the characters are largely unnamed here, I will use the names of their original uses to identify them.
• We've seen a giant scorpion-type creature like the Keeper's pet, Scorpio, in He-Man before (the one He-Man trapped in glass in MU050); however Scorpio is one of the new, original character designs in this episode. It has a lion-ish face, making it somewhat like a manticore.
• Orko is able to cast a spell to make himself perfectly flat in order to slip through the bars of his cage.
• He-Man does his full-out run as he attempts to stop Scorpio.
• He-Man once again demonstrates his penchant for hydraulic engineering, when he chooses to divert an entire river to chase off the giant scorpion. We've seen him empty and refill lakes (MU058), smash dams (MU055), rebuild dams (MU024, MU025), and change rivers into rain showers (MU057); and these are just some of the examples of his uses of water. He also memorably doused the Crimson Scourge with an underground river in MU026's "Ordeal in the Darklands," and... I'll stop now.
• We return to Stratos's home of Avion for the first time since MU016's "Reign of the Monster." The regular citizen standing next to Stratos in the city, and the others who later arrive to try to rescue Stratos, are dressed differently than the Avionites (Avioners? Avionans? Bird people?) we saw in that previous episode, seemingly to purposefully differentiate them from Stratos's look (the MU016 bird people looked much more Stratos-ish). Though MU065's bird people are wearing the same feather armor on their sleeves, and the same scalloped red caps, they have no gray clothing and their goggles have clear lenses instead of Stratos's black ones. They're also showing a lot of pale pink flesh.
• Strap in for some more character design recycling! In the final minutes of the story, He-Man releases all the creatures that the Keeper has had imprisoned, starting with the three creatures we saw earlier. In an impressive tableau shot we see even more creatures, all of whom were lifted from other episodes. Starting from the left in the tableau, we have the elephant-trunked cave monster from MU016, MU006's Bakkull, one of Mer-Man's fish man lackeys from MU006, Tick Tock, Zalt, Gorgon, Uncle Montork's three-eyed friend Gark from MU027, the slow tow creature we saw pulling a cart in MU012, and a snow beast ("ice hacker") like the ones He-Man fought in MU034. Whew!
• Speaking of character recycling; we'll see Cambro's design being used in very similar circumstances in MU120; and the Keeper's dubious fashion choices and face will be reused for the untrustworthy Lord Todd in MU069's "The Gamesman."

• I was amused at the Keeper's description of Orko as "that strange little elf."
• The Keeper seems fairly proud of his collection of critters, so it seems odd that he's willing to totally ditch Scorpio in order to distract He-Man.
• When Orko hears that the Keeper plans to hunt down a "winged man," he immediately decides it must be Stratos, and of course he's right. So in the entire city of Avion, home of the bird people, there is only one winged man? Hmmmm.
• He-Man comes riding up to Avion on the back of Battle Cat, but he's holding his unsheathed power sword out in front of him while his cat leaps bumpily along the rocky terrain. That just seems super dangerous. Are you practicing proper sword safety, He-Man?
• He-Man uses the same "diving into water" leap animation that we saw in just the last episode, MU064, to reach a roped Stratos. This time he finishes it off with a seemingly impossible mid-air twist and change of direction, to wrap himself around the cable.
• It's time for Homoerotic Undertones! He-Man needs a lift from Stratos to get to the Keeper's ship. "Climb aboard, my friend!" Stratos yells happily, and He-Man rides his buddy to glory. If noted comic book censorship guru Fredric Wertham were still around in the 80s, he would have had a field day! Or possibly a heart attack.
• In the scene where Man-at-Arms arrives in the Wind Raider to rescue the bird people, he is shown sitting with his arms at his sides, clearly not operating any kind of controls, while the ship apparently flies itself and fires its own weapons. Impressive!
• The Keeper dresses like a rich white dude who fell in love with some other culture's fashion and has decided to tactlessly appropriate it. It's like a dangerously-close-to-racist Arab prince Halloween costume, or possibly a cut-rate party magician's outfit.
• The Keeper, who has been happily sitting at his control chair spying on all the goings-on, is so sure that He-Man will never escape from the titanium bands he imprisons him with that he just turns off his video screen, crosses his arms, and sits back. As soon as he does this, He-Man easily breaks free. Ha!
• I love the animation of He-Man sweeping aside the bars of the last cell he opens, crumpling them as if they're paper. That's my muscle man!
• By the way, Adam's choice at the beginning of this episode to immediately transform to He-Man based solely on the confused reports of the dazed Orko that he was maybe attacked by a giant, though it turns out to be presciently sensible, seems unnecessary and excessive in the moment. It also seems to be exhibiting the very trait this episode is at pains to poo-poo, about coming to snap judgments of people you've barely met. He-Man is a crutch, Adam!