Paul Dini

Lou Kachivas

With the aid of the transformative Shaping Staff, Evil-Lyn and Beast Man infiltrate the palace and wreak havoc, turning various heroes into various things and materials. Skeletor and his minion Faker even lure the Sorceress out and incapacitate her. Can the heroes break the spell in time to protect Grayskull?

Prince Adam (He-Man), Cringer (Battle Cat), Man-at-Arms, King Randor, Queen Marlena, Teela, Orko, Sorceress

Evil-Lyn (Magestra), Beast Man (fake Randor), Skeletor, Faker

robot minion (training equipment), squid thing (training equipment), Eternia's royal guard

Attak Trak, sky sleds

He-Man is fighting a robot! Then a squid! It turns out they are just training equipment from Man-at-Arms. This makes Adam late for dinner and Orko's typical trouble-laden magic show, this time with a sparking wand. Adam's clumsy entrance causes an egg to hit Cringer's head. Orko then produces some "demon dust," with which he appears to summon a handsome woman, to Adam's evident appreciation. She introduces herself as "Magestra, a traveling magician," then tries to charm an envious Orko with flowers and a rapt audience with floating musical instruments. Then she produces a "cabinet of wonders," into which Randor happily wanders and is disappeared. Our heroes are quite disturbed, but Randor reappears - and almost immediately starts acting strange, eating ravenously. He invites Magestra to stay longer, offers her a room in the palace, and walks her to it, having a suspiciously knowing conversation with her on the way, which Orko overhears. He follows the pair to the dungeon, where the real Randor is already trapped in a cell! Magestra and the extra Randor are revealed as Evil-Lyn and Beast Man! Lyn has affected this magic switch because she wields the Shaping Staff, capable of transforming any matter in the universe. Evil-Lyn transforms Randor into a goat. Orko is rumbled by the evil pair, and Lyn turns him into a cricket (albeit one with Orko's head and hat). She then calls up Skeletor on the ghost-head-phone and they catch each other up on their evil plan to defeat the forces of Eternia in one fell swoop. Phase two involves Lyn handing over the staff to Skeletor at Grayskull.

The next day (we assume), fake Randor calls in Adam and Man-at-Arms and says he wants to make Grayskull a "part of our kingdom," apparently by means of military conquest. He is brusque with Adam when the prince questions the plan and walks off, clearly to plan further with his new pal Magestra. Even Adam and Duncan become slightly suspicious - but not enough to do anything about it. That night, Orko-cricket finds Adam and tells him what's up. Adam turns into He-Man just in time to be ready for Evil-Lyn and Beast Man, who have burst into Adam's room to take care of him. He-Man easily deflects Lyn's attempt to use the staff on him, thus necessitating her embarrassing request for help from Beast Man. He is, predictably, no help, so she blinds He-Man with a flash of light. This gives her time to turn Teela (alerted by the ruckus and come to offer assitance) into a frog (which doesn't have Teela's face, but does have rather feminine eyelashes), and then He-Man into a golden statue.

The bad guys teleport to Grayskull (leaving Duncan and Battle Cat behind), where Skeletor is really jumping on the "evil duplicate" bandwagon: he decides, just for the heck of it, to make an evil copy of He-Man, which he names Faker. Faker, with no coaching from his boss/creator, does a laughable but nevertheless successful job of luring Sorceress out of Grayskull, where Evil-Lyn turns her into a tree (with Sorceress's head - apparently the staff doesn't do well with heads). With a golden He-Man's motivational psychic speech, Sorceress breaks the spell of transformation on herself and He-Man. There follows a battle of the twins as He-Man tangles with Faker, ending in Faker plummeting to the depths beside Grayskull. Skeletor plans a rescue with the staff (though it's hard to imagine how he'd go about it - turn Faker into a cloud of helium?), but first chains He-Man to the ground as a prelude to finishing him off; then, just in time, the cavalry (in the form of Duncan, Battle Cat, and the Eternian guard) arrives! The ensuing chaos gives He-Man a chance to grab the staff and break it, releasing everyone from its spell. Evil-Lyn's attempt to use the broken top half of the staff ends with her as a gross little gray-winged slug. Vowing that he will restore both Evil-Lyn and Faker, Skeleter shakes his fists and teleports away.

End with a Joke: Back at the palace, Orko, Cringer, Adam, Teela, and Randor (but oddly not Marlena) discuss their relief that things turned out all right. Randor decides it's time for some fun and orders more magic from Orko, so Cringer decides he is going to perform his own trick, and disappear! And they all laughed...

• Evil-Lyn: I dare anything, your highness!
• Evil-Lyn: Good evening, Prince - (gasps) He-Man!
• He-Man: My sword can deflect magical bolts, Evil-Lyn - or didn't you know that?
• Skeletor: Sometimes my power even amazes me!
• Sorceress: Your voice sounds different, He-Man. / Faker: That's because I was ambushed by Skeletor. I... I can't think clearly.
• Faker: How do you like that, hero? / He-Man: I don't like it, Faker; and I like you even less!

• He-Man picks up and throws a rock: In the opening sequence, and later in his fight with Faker
• He-Man spins squid thing in a circle
• He-Man smiles close-up, looking at the viewer
• Evil-Lyn laughs, head back
• Beast Man runs at the viewer, bug-height: Going after Orko
• Sorceress spreads/unspreads her wings: When she teleports outside the castle
• He-Man rolls along the ground
• Faker punches the viewer: Punching a rock
• Skeletor shakes his fists, front on from below: Used to show him holding the staff

One full
Variation - Cringer looks at the viewer and comments "Oh, I hate this part" just before his transformation (See also MU003)

Brought to you by Orko
Orko's message is very simple: stranger, danger. Don't go away with them: "terrible things have happened to some kids who did!" As in subsequent Orko PSA's, he seems in a terrible rush to be done with it, speaking very quickly and floating off as soon as he's done. It may be they had to condense the PSA to fit it in the running time.

He-Man robot duplicates
Use of a transformative device
Beast Man in disguise

• The opening scene, throwing us into some He-Man action which is then revealed to be a training exercise, is an introduction the show will use again in other episodes. (MU005, for instance, begins in a similar vein.)
• Queen Marlena mentions that her son has inherited from her "what we Earthlings call a sense of humor," thus establishing that she is from Earth and Adam is part alien. The next Paul Dini-penned episode will expand on this lore.
• King Randor points out to Magestra that "we already have a court magician," so I guess that's actually Orko's job - and not "jester" or "comic relief." (Later Lyn jeeringly describes him as the "court clown.")
• We discover there is a dungeon in the palace, where Randor presumably locks up anyone who displeases him (most likely Skeletor's evil minions, but who knows?).
• Randor says that he thought the Shaping Staff "was just a myth," the first of many, many items and creatures in the show that will be described in such a way. (See, for instance, MU007 and MU011.) It's part of a sub-category that I'll call "only a legend."
• In her explanation of where the staff came from, Evil-Lyn mentions the Crystal Sea - a location we will hear about again in the next Paul Dini episode, MU006.
• Fake Randor's description of Grayskull as "the old castle in the forest" implies that real Randor is meant to be entirely ignorant of its importance, which is interesting and will likely be contradicted by later episodes.
• We get our first glimpse of Adam's bedroom and Adam's pajama shirt (and his sleeping bracers and sleeping belt, in matching gold). Cringer enters the room and wakes him up, saying it is drafty sleeping outside. In other episodes we will find Cringer regularly sleeping by Adam's bed, but it seems this had not yet become their routine.
• Evil-Lyn successfully blinds He-Man with a flash of light - which is one of the most dependable ways to stop He-Man, and will be seen again (for instance, in MU005).
• The first - and only - appearance of Faker. He looks absolutely nothing like the action figure, which had blue skin, wore an orange repaint of Skeletor's armor, and was described on the packaging as a "robot." It's hard to understand how the toy version would have faked out anyone (though for marketing purposes it's fairly obvious why you wouldn't just want another He-Man figure that looks exactly like He-Man). The animated version is exactly like He-Man, except he has glowing eyes with no pupils. He sounds just like He-Man, except tinnier.
• Skeletor explains of the Sorceress that "outside the castle, her magic is weaker." Another slight shifting of the line on what the Sorceress can and cannot do outside the castle. In fact, the Sorceress proves in this episode that she can still do an awful lot outside the castle!
• Even in his transformed state, He-Man can still sense the Sorceress's thoughts. Unless you count her floating head in MU001, this is actually the first time He-Man telepathically communicates with the Sorceress (previously, in MU004, it was Duncan she spoke with), and it's him initiating the contact.
• In later episodes of the series, one of Evil-Lyn's defining traits will be her desire to overthrow Skeletor and take power for herself instead (in fact, I've created a whole episode category based around this). It's interesting then that in this episode she hands over the Shaping Staff to him without a qualm.
• For the first time we get the idea that Grayskull is surrounded by an abyss: "It's a long way down," Faker sneers as He-Man dangles from the edge. In just a few seconds he gets to experience the drop personally. Skeletor calls it a "bottomless gorge."
• In addition to the other abilities Sorceress has already shown to have outside the castle, she also manages to rescue Duncan from splatting on the ground after Skeletor shoots him off his sky sled. For those trying to read extra lore into the program (and why shouldn't we?), this could be a subtle indication that Sorceress feels special tenderness for Eternia's Man-at-Arms...another characteristic that will be expanded upon in the next Paul Dini episode, MU006.
• Another teleport escape from Skeletor, this time with no visible magical tool: he just waves his arms and blinks away.
• "Funny," remarks Teela of He-Man in the ending scene, "he's always there when we need him!" Adam: "Boy, I hope I can meet him some day." (I think a lot of us were pretty sure she was going to remark on the coincidence that Adam is never around when He-Man is!)
• Interesting to note that in just the previous episode, MU001, Randor intentionally sent Orko off on a mission in order to avoid having to watch him practice magic tricks; however at the end of this one, the king actively requests magic from Orko to unwind.
• This is a big bedroom episode. The PSA scene gives us our first look at Orko's crazy bedroom. His bed's canopy looks like a larger version of his hat, his matress is a giant crawling hand, and he has a portrait of a relative on the wall. We will have call to revisit Orko's room in many subsequent episodes.

• This episode is written by Paul Dini, who worked on several other famous 80s cartoons and contributed a lot to the animated DC universe, particularly Batman: The Animated Series. With Bruce Timm, he co-created the character Harley Quinn. It's a fun story which, judging by my lengthy summary, has a lot going on. Dini will contribute 11 scripts to the series, a remarkably high proportion of which I've tagged as "landmark" episodes.
• The robot that He-Man destroys with a rock at the beginning of the episode looks identical to Skeletor's robot minions from MU004.
• In the opening scene, He-Man pointedly tells Duncan (who is in the Attak Trak, the only visible motorized vehicle) that he needs to hurry if he's going to make it to dinner. "I'll see you there!" Duncan blithely calls out, and then rides off without offering to give him a ride. Dang, Duncan! Way to ditch your bro.
• For once Orko's egg lands on Cringer instead of Duncan, making Duncan quite amused and causing him to actually applaud.
• Queen Marlena has a noticeably different (and frankly unprofessional-sounding) voice in this episode compared to earlier ones. According to he-man.fandom.com (a site which I used repeatedly while building this database, and which I will hereafter refer to simply as Wiki Grayskull), this is because she is voiced in this episode by Jay Scheimer, Filmation founder and executive producer Lou Scheimer's wife. We'll hear this awkward voice again in the future. The more accomplished Linda Gary (Teela, Evil-Lyn) would sometimes voice the queen, but apparently voice actors could legally only be credited with a certain number of characters per episode - it seems Jay would be brought in on episodes where Linda hit her limit.
• The character animation, particularly in the dungeon scene, is really fun, with lots of personality.
• Fake Randor's map of "Greyskull" features a misspelled label. For an even funnier example of sub-par map labeling, see MU029.
• Lyn coaches Beast Man on being believable with Adam; but you'd think that, of anyone, Beast Man should be most worried about convincing Randor's wife! They don't have any conversations together that we see, however; perhaps Randor and Marlena were going through a bad patch in their relationship.
• Adam is in his pajamas when he realizes he needs to turn into He-Man; however, a second later he is in his normal pink sleeveless overtunic for the transformation sequence. Why change if you're about to get into your Power Armor?
• "So, Adam's fears were right," says He-Man; thus safely explaining what he was doing in Adam's bedroom in the middle of the night when Evil-Lyn and Beast Man bust in. Nothing suspicious happening here!
• Duncan and Teela are fully dressed and walking the halls of the palace when they hear the commotion of He-Man's battle with Lyn in Adam's bedroom. When do they sleep?
• The reaction shot of He-Man when he sees Teela turned into a frog is hilarious.
• Evil-Lyn generally seems to be one of the smarter bad guys, but she makes a very bad call when she decides that Duncan and Battle Cat are "not worth bothering about" and leaves them at the palace, thus giving them the opportunity to save everyone at the end of the episode.
• Except that it adds to the theme of transformations, evil duplicates, and things not being what they seem, it's hard to understand why Skeletor creates Faker in this episode. Possibly because this was a cartoon designed to sell toys, and thus was obliged to include them all at some point or other! Ostensibly the reasoning in the plot is because Faker is supposed to trick the Sorceress. But if Skeletor can create a fake duplicate of anyone, then why did they need the Shaping Staff in the first place? Or, to put it differently: if they have the Shaping Staff, why does Skeletor need to be making fake people with his own magic? Possibly Skeletor is feeling a little threatened by the staff: when Evil-Lyn uses it to turn Sorceress into a tree, he makes sure to mention that "I could have taken care of her myself, of course..." Sure man, sure.
• When the Sorceress asks why Faker's voice sounds different, he explains that it's because he was ambushed by Skeletor. So I guess... Skeletor punched him in the throat?
• The eventual battle between He-Man and Faker, who are presumably evenly matched, could have been a big knockdown, drag-out, and perhaps the focus of an entire story; but the episode is so jam-packed with other events that the fight ends up fizzling out in mere seconds. Faker winds up being poorly utilized and for some reason is never seen again, though Skeletor hints that he will return - perhaps simply as a device to make it clear that He-Man hasn't murdered anyone. It's true as well that, just before Faker runs off the edge of Grayskull's bridge, He-Man is trying to warn him that he should stop - another instance of the show emphasizing the muscle-bound lug's peaceful nature.
• When He-Man breaks free of his enchantment, Evil-Lyn says, "Quick Skeletor - the wand!" Does she mean... the staff? (She described it as a wand earlier in the episode as well, but I think that just sounds wrong. Wands are short!)
• Though it has yet to be specifically called out in the show, Beast Man's only actual talent is his control over beasts; however in this episode he is overpowered by the only beast on the good guys' side, Battle Cat. Once again poor old Fur Face is the doormat of the series! I suppose his power is limited only to non-sentient animals. (We will see in MU015 that Beast Man has difficulty using his powers on Cringer, which probably explains why he also has no luck with Battle Cat.)
• The staff's powers are supposed to be transformation, however by the end of the episode the rules have gotten very fuzzy. Skeletor thinks he can rescue Faker from the abyss with the staff; he creates chains out of nothing (or possibly out of the surrounding air?); then he just zaps Duncan off his sky sled, using the staff like a gun.
• Once again when Skeletor teleports away, though he announces his intention of restoring Faker and Lyn, he makes no mention of poor Beast Man, and we do not see anyone but Skeletor escape. I think it's fair to categorize this under the theme of "Beast Man gets no respect from anyone."