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Season Two Episode Guide

The Last Stand Price of Deceit Rattle of the Snake
To Walk with Dragons Of Machines and Men History
Out of the Past Second Skin Awaken the Serpent
Rise of the Snake Men; I The Power of Grayskull  
Rise of the Snake Men; II Web of Evil  

Episode Twenty-Seven -- The Last Stand
Written & Story Edited by Dean Stefan; Directed by Gary Hartle
    All hope is lost, as Adam stands alone—without his Power Sword—against Skeletor’s Council of Evil and his Evil Warriors.  The Masters continue to languish in Snake Mountain’s dungeon. Unhindered by any force of resistance, Skeletor uses his powerful magic to pry open the Jawbridge.  Adam, refusing to admit defeat, grabs Skeletor’s Havoc Staff but the moment of defiance is short lived. Skeletor reclaims his staff and blasts Adam into the Abyss.
   Thankfully, Adam does not fall that far where he is met by Orko who has recovered the Power Sword. Transforming into He-Man, the defense of Grayskull begins as the combined magic of the Sorceress and Zodak seal off the fortress.
   In a massive battle, He-Man takes on the combined forces of the Evil Warriors and the Council of Evil. Slowly, the numbers begin to catch up with He-Man. Thankfully, Moss Man and the entire contingent of Elders arrives to help save the day.
   With the forces of darkness routed, Skeletor calls for their retreat. In light of the events, Man-At-Arms attempts to resign his post but Randor refuses to accept his resignation. Marlene convinces the two men to focus on the future. Randor decrees that a governing Council of Justice be formed to help in times of peace and war.
   The Masters learn that Kobra Kahn is responsible for the Evil Warrior’s escape and Duncan fears that Skeletor may have a traitor within his ranks.
   Back at Snake Mountain, Kobra Kahn fools Evil-Lyn into believing that Skeletor orchestrated their capture and believed his Evil Warriors had no value. This is just the incentive Evil-Lyn needs to switch her allegiance as the episode closes…
Original Air Date: October 18th 2003
First Appearance: TBA
TV Guide Synopsis: He-Man has to battle Skeletor, the Council of Evil, and the Evil Warriors to protect Castle Grayskull.
 
   Interesting Side Note: This episode marks the introduction of a new transformation sequence when Adam becomes He-Man.
 

Episode Twenty-Eight -- To Walk with Dragons
Written & Story Edited by Dean Stefan; Directed by Gary Hartle
    Below Man-At-Arms’ workshop at the Royal Palace are the automated assembly lines where the various vehicles for the army are produced. Man-At-Arms is overseeing the production of the new vehicles and driving both the Masters and the workers, still dwelling on Skeletor’s near victory. He is working the production hard to ensure security when Randor convenes the new Council of Eternia.
    At Snake Mountain, Skeletor learns of the plans to form the Council and worries that it will expand Randor’s power base. Tri-Klops dispatches Doomseekers to spy on the impending events.
At the Royal Palace, representatives for the Council begin to arrive, including the Kulataks from the Icy Mountains. Skeletor watches the arriving dignitaries via the Doomseekers and realizes that a ground assault on the palace will be impossible. When Skeletor suggests and aerial attack, Beast Man recommends using his Serpinataurs—drawing an objection from Evil-Lyn. She believes that if Serpinataurs fly across the sky, the dragons will take to the skies to battle them.  So Skeletor uses Stinkor’s noxious odor to drive away the flights of dragons.
    When the flight of dragons soar over the Royal Palace, Adam, Man-At-Arms and the Masters deduce that Skeletor is planning an attack after Stratos radios in warning that Serpinataurs are gathering at Snake Mountain. Knowing the dangers of Serpinataurs and a lack of their only natural enemies in the area, Adam suggests that they just build a bunch of dragons.
    As the new Eternian Council is called to order, Skeletor sends in his first wave. Thankfully, Man-At-Arms’ new creation—a mechanized vehicle called the Dragon Walkers—is in place.  The ruse works and the Serpinataurs think the vehicles are real dragons. However, the Masters are barely able to fend off the Serpinataurs. Convinced that they need to get the real dragons back, Stratos and Orko set off to find the missing dragons.
    The two find the dragons in a remote valley and when Orko shows the dragons that Serpinataurs have invaded their lands, the flight quickly follows Stratos and Orko back to Eternos.
   Just when all hope seems to be lost for the Masters, the dragons return to battle the invading Serpinataurs. Some of the flying serpents get past the defensive net and threaten the council meeting. Thankfully, He-Man defeats the Serpinataurs but Randor believes that he has failed the council. Lord Carnivous and the other assure the king that they will continue to stand united.
Original Air Date: October 25th 2003
First Appearance: TBA
TV Guide Synopsis: The Masters of the Universe must thwart Skeletor's attacking Serpinataurs with the help of some very special dragons.

Episode Twenty-Nine -- Out of the Past
Written & Story Edited by Dean Stefan; Directed by Gary Hartle
 
    After defending members of the new Eternian Council members from Skeletor, Teela is strangely drawn to a small village named Peleezea. Distracted by reverie, Teela crashes her Sky Sled and takes a nasty tumble. While unconscious, she has a vision of a powerful female warrior.
    Teela awakens in a hut within the village and finds that she has been treated by the inhabitants—small, furry creatures. The elders believe that Teela has returned, confusing her for a mythic figure of their past.  Teela is shown the Wall of Remembrance, where a bas-relief mural of a warrior woman is carved. The woman bares a striking resemblance to Teela and is the same woman she saw in her dream. But the carving is over 17 years old and Teela tells them that she is only 16.
    At Castle Grayskull, The Sorceress summons Man-At-Arms. Upon his arrival, she reveals a portion of her history. Longing for contact with the outside world, The Sorceress disguises her appearance and travels to the peaceful village of Peleezea. However, her vacation and tranquillity is disturbed when an evil warlord named Pravus attacks the village. The simple creatures try to mount a defense but a young member of their tribe betrays them and helps Pravus destroy their defenses. The Sorceress serves as the village’s lone defender. She uses her magic to defeat Pravus and his band of thugs. Odiphus is banished and peace returns.
    Pravus was beat but not beaten. Outside the village’s border, Pravus joins with other warlords and is part of an uprising that was written into history as “The Great Unrest.” Following the Unrest, a wounded soldier was brought to the village, suffering from terrible wounds and amnesia. The Sorceress nurses the soldier back to health and the two quickly fall in love.
    The Sorceress warns Man-At-Arms that Teela is in Peleezea and she is on the brink of discovering something that she cannot learn. In a Wind Raider, Man-At-Arms races from Grayskull.
Teela tries to leave the village and finds her Sky Sled malfunctioning. She quickly discovers that the village elder sabotaged her Sky Sled in the hopes that she would stay and protect them from evil. Almost on cue, Skeletor attacks with his newest weapons: Mutant Slime Warriors fresh from the Slime Pit. Teela has a hard time defeating the trio of mutant warriors and even after He-Man arrives, the most powerful man in the universe does not fare much better.
    A break comes when they learn that the slime warriors are vulnerable to fire, making them hard and brittle. A well-laid firetrap away from the village defeats the slime warriors.
Fortunately, Teela never learns of her true destiny…
 
Original Air Date: November 1st, 2003
First Appearance: Peleezean Elder (unnamed), Warlord Pravus, Teela's Father (unnamed)
TV Guide Synopsis: Teela is drawn to a small village where she gets further clues about her past.

    Interesting Side Note: This episode shows part of The Sorceress' history and her relationship that would eventually bring Teela "into being." Given the wounds of the soldier (especially the extensively damaged right hand), I believe that Teela's father could be Fisto or Battle Fist. As he has an action figure, his arrival in the cartoon and comics is inevitable and it would certainly add in all sorts of complications. Time will tell...
 

Episode Thirty -- Rise of the Snake Men; Part 1
Written by Steven Melching; Story Edited by Dean Stefan; Directed by Gary Hartle
    The episode opens with a flashback/dream sequence focusing on Snake Mountain before the Great Spell of Separation. At Snake Mountain—under the reign of the Snake Men—Zeelahr, the ambassador to the Elders, is consumed by King Hssss despite Zodak’s best attempts to rescue his brother.  Zodak awakens from his trance-like reverie in his retreat high in the Mystic Mountains.
    The Cosmic Enforcer calls upon the power of the Elders to find a vision of the future. What he sees is a return of the Snake Men, a consuming of The Royal Palace of Eternos, and the fall of Grayskull. The Sorceress witnesses this augury as well and warns Prince Adam of the danger. Upon his transformation into He-Man, Prince Adam finds that Grayskull has equipped him with new armor to confront the impeding danger of the Snake Men.
    Man-At-Arms, Teela, Mekaneck, and Stratos race for the Dark Hemisphere but their presence is monitored by a Doomseeker on patrol near the shattered remains of the Mystic Wall. Skeletor announces to his Evil Warriors that they must prepare a “welcome” for the Masters and is surprised to find Evil-Lyn missing.
    Evil-Lyn, Kobra Kahn, and General Rattlor are flying to Zodak’s retreat. The three quickly overcome Zodak and steal his staff, knowing that it is the key to opening the Void. Upon their escape, Zodak quickly returns to his feet. Perhaps he allowed himself to be defeated…
    On the outskirts of Snake Mountain, the Masters try to battle the full force of Skeletor’s legions but fighting on their home terrain gives the Evil Warriors a decided advantage. Captured by Skeletor, Man-At-Arms tries to explain that Kobra Kahn is trying to release the Snake Men and even poses the theory of a traitor within his ranks. However, arriving at just the right time, Evil-Lyn reassures Skeletor that Kobra Kahn did try to invade Snake Mountain but she dealt with him.
    Thankfully, He-Man arrives. The battle provides Kobra Kahn and Rattlor the perfect cover to infiltrate Snake Mountain. With Zodak’s staff, the duo waste little time unleashing King Hssss and his lieutenants.
    Back on the battlefield, He-Man and the Masters are forced to retreat after a long and hard fought battle.  Upon their return to the throne room at Snake Mountain, Skeletor and his warriors are surprised to find their home back under the control of King Hssss. The battle begins and Skeletor counts on Evil-Lyn to turn the tide.  Unfortunately, Evil-Lyn reveals that she has switched her allegiance. The snakes quickly dispatch the Evil Warriors and Snake Face turns them all to stone with his petrifying gaze. Transforming parts of the castle’s floor into giant animated snakes, Skeletor is consumed by one of the giant serpents. 
    Outside the great fortress, Zodak watches as the three-headed configuration of Snake Mountain returns signaling the true return of King Hssss…
Original Air Date: November 8th, 2003
First Appearance: Zeelahr, Tung Lashor, Sssqueeze, Snake Face,
TV Guide Synopsis: The Masters of the Universe have to battle Skeletor's forces while trying to prevent the dreaded Snake Men from getting free from their ancient prison.

    Interesting Side Note: This episode is the first to unveil the new opening title sequence for the  show and even changes the name of the series from "He-Man and the Masters of the Universe" to "Masters of the Universe Versus The Snake Men."


Episode Thirty-One -- Rise of the Snake Men; Part 2
Written by  Steven Melching; Story Edited by Dean Stefan; Directed by Gary Hartle
    He-Man and the Masters regroup on the plains of the Blood Falls and try to figure out their next move when Zodak arrives and confirms their worst fears: King Hssss is free. Zodak tells the Masters of his ambush and the stealing of his staff but the Masters believe that Zodak allowed himself to be defeated to exact his revenge on King Hssss. When the Masters call him on it, Zodak responds with force.
    In Snake Mountain, Kobra Kahn grovels before King Hssss and Evil-Lyn begins to believe that Kahn is not in the upper echelon of the Snake Men hierarchy as she believed. Hssss sets his sights upon Evil-Lyn and guarantees that she will be honored for her help. Only after it is too late does Evil-Lyn learn that the greatest honor is to be consumed by King Hssss. Staring down the throat of the leader of the Snake Men, Evil-Lyn confesses that she knows where Hssss can obtain the ultimate power—the power of the Elders. She is spared her execution… if only for the time being.
    On the Blood Falls, Zodak and He-Man continue to battle. He-Man continues to give Zodak multiple chances to join their cause but the Cosmic Enforcer wants to exact his revenge upon Hssss alone. During their battle, the armies of the Snake Men begin to march and Zodak realizes that the odds are too great. When He-Man promises Zodak that King Hssss will be all his when the time comes, Zodak agrees to a tentative partnership.
    With the armies of the Snake Men marching, the Masters race to reach Grayskull first. The battle begins quickly and both forces fight with all their strengths. In the heat of battle, Hssss and Evil-Lyn slip away to assault Grayskull directly while the Masters fight the snake army.
    The Sorceress puts up a valiant fight but she is not strong enough to battle the magic of Hssss and Evil-Lyn.  The barriers fail and the Jawbridge is opened. Hssss, Rattlor and Snake Face enter Grayskull, keeping Evil-Lyn out so that only the snakes can claim victory. The deadly trio arrives at the throne of the Sorceress. After an intense matching of magic, the Sorceress falls to King Hssss’ venom.
    He-Man and Zodak charge into Grayskull to stop the evil serpent lord. The find the Sorceress incapacitated by Hssss’ venom. Zodak goes after Hssss, leaving He-Man to fight Rattlor and Snake Face on his own. He-Man defeats Rattlor and uses the reflection in his Power Sword to turn Snake Face’s petrifying gaze against him.
    The final battle between Zodak and King Hssss takes place with the Cosmic Enforcer defeating the lord of the snakes.  Outside Grayskull, things look bad for the Masters until Zodak emerges at the top of the fortress, carrying the body of Hssss. He tosses the body of Hssss into the Abyss and the Snake Men zealously chase the fallen body over the edge.
    In Snake Mountain, Skeletor emerges and reverses Snake Face’s petrifying effects. The Overlord of Evil vows revenge.
   He-Man carries the Sorceress into the Crystal Chamber and uses the power of the Elders to reverse Hssss’ venom. Believing the threat of the Snake Men to be over, Zodak returns to his home in the Mystic Mountains…
 
Original Air Date: November 15th, 2003
First Appearance: TBA
TV Guide Synopsis: Zodak joins forces with the Masters of the Universe to prevent the freed Snake Men from taking over Eternia.

Episode Thirty-Two -- The Price of Deceit
Written By Larry DiTillio; Story Edited by Dean Stefan; Directed by Gary Hartle
    At the ruins of the Hall of Wisdom, a pair of cloaked Snake Men seeks out an item for King Hssss.
   In the sandy ruins of Zalecia, Evil-Lyn seeks the protection of her father to save her life, as Skeletor and his Evil Warriors seek to capture her. Overrun by their power, Evil-Lyn is captured by the Overlord of Evil at the footsteps of the Zalecia ruins. Inside, the Faceless One can only watch as his daughter is taken away under Skeletor’s command. He has ordered his loyal warriors to take her to the Pool of Shadows.
   Unable to leave the ruins, The Faceless One vows to contact someone who can help his daughter. Using astral magic, The Faceless One transforms his body to stone and sends his spirit across Eternia to the Royal Palace. Adam and Man-At-Arms receive the warning from the strange wizard that Skeletor approaches the Pool of Shadows. Adam transforms into He-Man and the Defender of Grayskull takes the Wind Raider to investigate.
   Meanwhile, Sssqueeze and Tung Lashor discover the Tablet of the Elders in the ruins of the Hall of Wisdom.
   Evil-Lyn regains consciousness and finds herself bound over the Pool of Shadows. For her deceit, Skeletor plans to present Evil-Lyn as an eternal slave to the horrors of the Forsaken Realm. Evil-Lyn tries to play of Skeletor’s sympathies by reminding him of the first time they met. Such sentimentality plays little with the Overlord of Evil.
   Racing across the Blood Falls, He-Man finds his Wind Raider damaged by Two-Bad and crashes in a fiery burst. Escaping the wreckage, He-Man battles through the Evil Warriors.
   Evil-Lyn is moments away from being banished. She reminds Skeletor of how she helped him after suffering his injury at the Hall of Wisdom.  By taking him to the Temple of Hordak, Keldor underwent the transformation to Skeletor. Again, Skeletor is not swayed.
   Just as Skeletor prepares to lower Evil-Lyn into the pool and the beast within, He-Man comes to the rescue. In the fighting, the portal is disrupted and the pool is destroyed.
   In the aftermath of the battle, He-Man tells Evil-Lyn of the Faceless One. She thinks about changing her ways and fighting for justice… then blasts He-Man with her staff. Evil-Lyn has a chance to exact her revenge upon Skeletor but stays her hand and back at Snake Mountain the fences are mended between the two.
    Deep below Subternia, King Hssss continues to develop his plan for domination.
 
Original Air Date: November 22nd, 2003
First Appearance: TBA
TV Guide Synopsis: Skeletor seeks to punish Evil-Lyn for betraying him.

Episode Thirty-Three -- Of Machines and Men
Written by Michael Halperin; Story Edited by Dean Stefan; Directed by Gary Hartle
    Queen Marlene comes from a negotiation with King Torias of Mintora. While flying over the Corridors of Lithos, he royal transport is hit by a freak electrical storm and is forced out of the sky. Back at the Royal Palace, Adam and Teela also have electronic problems and witness the electrical storm. Even as far away as Snake Mountain, electronic devices are affected.
    At the Royal Palace, the Masters try to uncover what is causing the power outage and learn of Marlene’s crash over Lithos. He-Man promises to find her when a massive suit of technological armor flies in from the sky.  A holographic display of a disembodied head calling himself Sortech demands that He-Man don the armor.   Randor tells He-Man to go to Sortech and he promises to find the queen. He-Man loans Randor Battle Cat to aid in his quest.  At Snake Mountain, Sortech sends a set of technological armor to Skeletor demanding the same terms.
    Randor travels to Lithos while He-Man travels to a vast technological wasteland. Hunting through the morass of metal and functioning technological terrors, He-Man seeks out Sortech. Battling through the guardians, He-Man is allowed access to the inner sanctum.
    Randor arrives at the wreckage of Marlene’s transport where he finds a wounded Royal Guardsman who tells him Marlene took his weapon and went for help. As Marlene makes her way through the corridor, she fails to notice that Kobra Kahn is tracking her.
    Back in the technological wasteland, He-Man confronts the holographic image of Sortech, who assures He-Man that he provided the armor to allow the warrior to battle past the techno-guardians.  Sortech explains that a cave in cut off flow to the Ergon and he asks He-Man to remove the obstruction. Realizing the deception, He-Man finds that Sortech is really a frail and weak old man. The truth is revealed the power outage on Eternia was really a cry for help.
    He-Man is ready to oblige when Skeletor arrives. He-Man and Skeletor battle of the Ergon. Skeletor fights for control of the item while He-Man battles to save Sortech’s life force. He-Man is able to defeat Skeletor and helps Sortech make the necessary repairs to the Ergon, restoring power to Eternia.
   In the Corridors of Lithos, Battle Cat tracks Marlene, finding her in Adam’s favorite cave as a child. Randor arrives just in time to save Marlene from Kobra Kahn and Tung Lashor.
Original Air Date: November 29th, 2003
First Appearance: TBA
TV Guide Synopsis: A mysterious force disables all technological power in Eternia.

Episode Thirty-Four -- Second Skin
Written by Steven Melching; Story Edited by Dean Stefan; Directed by Gary Hartle
 
    The episode begins with Orko and Roboto playing a game of chess on the oversized playing arena at the Royal Palace. Orko believes he has Roboto beat after a critical capture but Roboto gets the victory. Roboto warns the court jester that he must often think several moves ahead and have a back-up plan in case things go wrong.
    An echelon of Speleans arrive at the Royal Palace revealing a discovery from Subternia: Snake skin and evidence King Hssss is alive. Adam and Orko travels to Grayskull to seek the help of the Sorceress. Her powers are still weak from her previous encounter with Hssss but she senses something regarding a serpent’s ring and the Sea of Rakash. Transforming in He-Man, the Defender of Grayskull heads out to find Hssss while Orko offers to stay behind to pour through the ancient text.
    Using the captured Tablet of the Elders, King Hssss has found the location of the Serpent’s Ring—an artifact of unspeakable power.  The Elders buried the ring in the Caverns of Rakash after King Hssss was condemned to the Void. But the caverns of Rakash became the Sea of Rakash when Hordak invoked the spell of separation.
    Kobra Kahn leads Hssss and his lieutenants to the Sea of Rakash where the snake men mutate themselves for underwater travel. He-Man, Man-At-Arms, Teela, and Mekaneck travel to intercept King Hssss and engage their underwater snake armor to be prepared for the threat. The two groups battle on the ocean floor. The battle is fierce but after finding the Serpent’s Ring, the Snake Men quickly retreat.
    Orko and Roboto travel to the prison below the Royal Palace to interrogate General Rattlor to try to learn the purpose of the Serpent’s Ring.
    The Masters track the Snake Men to Felas Folia, one of King Carnivous settlements. Upon entering the village, the Masters are attacked by Snake Men. Roboto joins the fray and, to their horror, they realize that the Snake Men are the people of Felas Folia transformed into snakes.
    Engaging the power of the ring, Hssss forces He-Man to watch as the Masters are transformed into Snake Men. Of course, Roboto is unaffected. Defeated by the transformed Masters, Hssss brings his prisoners and lackeys to the lost structure known as the Ophidian Spire. The Spire is used to spread the power of the ring over the entire planet.
    He-Man and Roboto break free of their bonds and a newly arrive Orko delays King Hssss long enough for He-Man to challenge the leaders of the snakes. Thrown from the top of the Spire, He-Man watches as a swirling torrent of storm clouds form above the structure.  Learning that nothing on Eternia can destroy the Serpent’s Ring, He-Man performs his greatest show of strength yet.
   He throws the entire Spire into the swirling torrent and the combined might of the throw and the winds, launches the stone structure into space and into the Eternian star. The magic of the ring is destroyed and the transformed Masters revert to their original state.
 
Original Air Date: December 6th, 2003
First Appearance: TBA
TV Guide Synopsis: It's up to the Masters of the Universe to stop King Hssss from using a devastatingly powerful ancient artifact.

Episode Thirty-Five -- The Power of Grayskull
Written & Story Edited by Dean Stefan; Directed Gary Hartle
   Prince Adam awakes after having a terrible nightmare about a threat wanting to conquer Eternia and a mysterious defender that resembles He-Man. The Sorceress calls Adam to Grayskull fearing the dream bears danger.
   At Snake Mountain, Skeletor is contacted by the otherworldly voice of the dark warlord Hordak.  The warlord informs Skeletor that the forces are gathered and he demands that the Overlord of Evil travel to his master’s sanctuary and release him from “this cursed dimension.” Skeletor is forced to comply.
   At Castle Grayskull, the Sorceress is still weak from King Hssss’ venom but she believes that Adam’s dream has grave meaning. She feels the answers lie deep in the past. The two travel to a hidden and secure chamber deep inside Grayskull.  Inside the chamber is the lost testament to Adam’s ancestor—King Grayskull.  Adam lays eyes on a tapestry depicting Hordak’s defeat of the Snake Men and remembers the dark force from his dream.
   Harnessing the magic of a historical painting, Adam and the Sorceress view the past…
   Outside of Castle Grayskull, Hordak has assembled his forces following the defeat of King Hssss. While the battle did deplete Hordak’s forces, his eyes are set on the main prize. Hordak murders a member of his own group for suggesting they wait. The meeting is witnessed by Veena, the sorceress wife of Grayskull. The great king vows to defend his people.
   To gain knowledge for the upcoming battle, King Grayskull seeks out the Oracle of Zalecia. Astride his great battle lion, Grayskull travels to the ancient city. In the woods surrounding the city, he locates the home of the Oracle and discovers he is a Trollan seer. The seer sends him on a journey past the Corridors of Lithos to the Valley of Dragons then through the Labyrinth of Thorn and on to Mount Imperium at the end of the Sands of Time.
   Climbing to the summit of the mountain, Grayskull finds the Oracle waiting for him. The Oracle gives him a sword of power—Grayskull’s sword that he lost in battle with the Snake Men. It is then that Grayskull realizes that he has the power. The Oracle warns that Grayskull will not survive the battle with Hordak but Grayskull only wants peace for Eternia.
   Later, Hordak’s forces march on Castle Grayskull. The great king stands as the lone defender. He battles through the Horde Troopers and his minions to battle Hordak himself but cannot power through the dark warlord’s magic. Over the castle, Hordak and his sorcerers attempt to open a portal to the dark dimension of Despondos to feed his attack. But Grayskull will not be beaten…
   Summoning his will, Grayskull claims, “I have the power!” The energy lashes out, defeating Hordak’s minions and laying waste to the entire surrounding land. Even Hordak’s magic falls beneath the might and his entire force is sucked into the interdimensional void.
   However, the Oracle was correct and as the battle ends, Grayskull transfers his power to his royal court, creating the Council of Elders.
    Using the dream as a warning, He-Man is waiting at Hordak’s sanctuary when Skeletor arrives. But surprisingly, the Overlord of Evil destroys the temple rather than using it to free Hordak. It is as if Skeletor does not want to set Hordak free and Evil-Lyn watches it all…
Original Air Date: December 13th, 2003
First Appearance: King Grayskull, Veena, Council of Elders (Pre-Transformation), Hordak (full view), Horde Sorcerers, Mantenna, Leech, Grizzlor, Calix
TV Guide Synopsis: The Sorceress tells Prince Adam of the great history behind the power of Grayskull.
 

Episode Thirty-Six -- Web of Evil
Written by Kevin Campbell; Story Edited by Dean Stefan; Directed by Gary Hartle
    In the kingdom of Adreenos, the Evil Warrior Webstor invades the cavernous vault where the miracle food ambrosia is stored. A warning cry is sent out to the nearby kingdom of Avion and the winged warriors rush to help. Buzz-Off and Stratos learn of the problem and race to help as well.
    Meanwhile, the other Masters are on the trail of the Snake Men. They are evacuating Peleezean miners, having learned that Snake Men are hunting in the tunnels in the shadows of the Mystic Mountains. Catching sight of Kobra Kahn, Sssqueeze and Tung Lashor, Adam and Man-At-Arms chase them through the mines in the new Spit Bull vehicle with Ram Man and Mekaneck in close pursuit. Adam makes a quick change into He-Man and the two regimes collide. The Snake Men collapse sections of the mine’s infrastructure to cover their escape. The Masters barely escape before segments of the mine collapse.  While He-Man double checks to make sure no one is left in the mine, the Masters head to inform the locals of the situation.
    Stratos and Buzz-Off are confuses as both of their kingdoms are completely deserted. They find evidence of Webstor in Andreenos.
    In the mining community, many of the workers are drinking at a local tavern. Speleans, Andreenids, Caligars, and Peleezeans are just a few of the races present. One of the patrons is a warrior named Fisto. When Man-At-Arms arrives at the tavern, it appears that the two know each other… and they are not the least bit friendly.  Man-At-Arms claims that Fisto was a deserter during the Great Unrest and the two come to blows. Luckily, He-Man steps in before it becomes too serious.
    Stratos and Buzz-Off find an enormous spider web amidst the mountain peaks and dozens of their kinsmen are webbed in the mass. In a nearby cavern, they find more webbed kinsmen and sac of eggs in dripping jelly. Just as Stratos attempts to report in, a hideously mutated Webstor attacks the two, rendering them unconscious.
    When they awake, Stratos and Buzz-Off find themselves imprisoned in a mass of webbing. The two can only look on as the eggs begin to hatch and the spiders begin looking for food. Luckily, the Masters arrive in the nick of time.
    He-Man cuts the two Masters free and goes after Webstor. Stratos, Buzz-Off, and Mekaneck free the captives and have them send out warnings to the surrounding villages.
The Masters are fighting a losing battle against the spider army and find themselves caught in an avalanche. The spiders return to Andreenos to feed on the Ambrosia stockpiles and create more eggs.
    Trapped in the landslide but surviving in a pocket of rocks, the Masters cannot dig their way out without causing a greater cave in. Surprisingly, it is Man-At-Arms former antagonist Fisto that frees them from the landslide. However, the rescue attempt injures his fist. But Man-At-Arms tells his brother to rest easy.
    He-Man and the other Masters charge back to Andreenos to stop the spider army. They arrive to find the army decimated. Only Webstor remains. The Snake Men performed a sneak attack and consumed the entire army. But the eggs and spiders were fueled with Ambrosia. What effect will it have on the Snake Men who have consumed them?
Original Air Date: December 20th, 2003
First Appearance: Fisto
TV Guide Synopsis: Webstor builds a spider army that threatens to take over Eternia.
 

Episode Thirty-Seven -- Rattle of the Snake
Written by Steven Melching; Story Edited by Dean Stefan; Directed by Gary Hartle
 
    At his workshop, Man-At-Arms finishes the completion of Fisto’s new Battle Fist armor. Before the two can reconcile, Teela enters and warns of trouble in Spelea. The underground kingdom is under siege by Caligar warriors. The Subternian Gateway is smashed through and the fighting reaches a fevered pitch. Luckily, Randor and the Masters arrive before the fighting becomes too intense.
    The Caligar king Ceratus believes that Speleans kidnapped nine of his soldiers. Lord Dactys denies the allegations. The truth is revealed when one of the missing patrolmen stumbles into the battleground and reveals the identity of their true attackers: Snake Men!  Adam, Fisto, Man-At-Arms, and Teela head out into the caverns while Randor stays behind to forge a new peace treaty between the Speleans and the Caligars.
    The Snake Men are making the Caligars power a gigantic drill that is burrowing into the caverns. The drill breaks through to the temple of Serpos—god of the Snake Men. The temple is a lava-filled area that has not been unearthed in a thousand years.
    Back at the Stronghold, Roboto and the automated guards stand guard over General Rattlor. Feigning illness, Rattlor manages to dupe Roboto and escape.
    With the Temple of Serpos discovered, King Hssss prepares to feast on the captive Caligars in victory. Luckily the Masters arrive before Hssss can feed. As the battle is joined Adam retreats to transform into He-Man, claiming that he going to inform his father.
    The battle is fierce and the Masters fall one by one. Luckily He-Man arrives to save the day, battling through the snake forces. It comes down to Hssss and He-Man when General Rattlor arrives, taking He-Man by surprise. As the battle continues, Hssss slips away and uses his magic to awaken the temple’s ancient guardians. The enormous snake sculptures within the temple come to life and attack.
    Hssss commands the guardians to bring forth the Medallion of Serpos. With their task completed, the Snake Men retreat leaving He-Man and the Masters to deal with the gargantuan snakes. The odds seem grim for the Masters until Randor and a compliment of Caligar and Spelean soldiers arrive. The tide is turned and the snakes crumble one by one to the Masters’ might.
    The mutual battle brings the Caligars and the Speleans together and even begins to mend the broken fences between Duncan and Fisto but King Hssss was successful and darkness looms on the horizon.
 
Original Air Date: December 27th, 2003
First Appearance: TBA
TV Guide Synopsis: The Masters of the Universe track King Hssss through Subternia to a long-lost Snake Temple, which holds the key to releasing a terrible power.

Episode Thirty-Eight -- History
Written by Larry DiTillio; Story Edited by Dean Stefan; Directed by Gary Hartle
 
    In an underground ruin, the Snake Men await for the perfect moment to utilize the Medallion of Serpos. Rattlor has dispatched Kobra Kahn to the surface to draw the Masters attention from their true destination.  On the surface, Fisto, Adam, and Cringer are hot on Kahn’s trail with the Wind Raider. A brief battle leaves the Wind Raider destroyed and Kobra Kahn is able to escape.
    Later, in an Eternian city, the dwarfish form of the evil sorcerer Marzo is forced to resort to pickpocket to survive. Unfortunately, he chooses the wrong targets in a pack of angry barbarians. Escaping the axe-wielding warriors, Marzo thinks he is free when he is confronted by Evil-Lyn.
    The Evil Sorceress of the Night needs Marzo’s help to open up the gateway to Despondos. Marzo refuses, knowing that the forbidden dimension holds the dark warlord Hordak. When the barbarians return, Marzo turns to Evil-Lyn who surprising has his amulet of power. Harnessing the magic, Marzo returns to his true form. With his magic, Marzo easily defeats the barbarians but Evil-Lyn keeps control of his amulet, allowing Marzo to tap into its power. The two form an alliance. Marzo explains that to free Hordak, the spell must be cast in one of his places of power. While his sanctuary has been destroyed, Evil-Lyn knows of another place.  Little to they know, they slippery Kobra Kahn listens to the entire conversation…
    Kahn reports back to King Hssss, saying that Evil-Lyn is heading for the Well of Darkness. The king is adamant that his ancient enemy cannot return and commands his troops to the location.
    Man-E-Faces is called in to help Adam and Fisto track down the Snake Men. Using his monster senses, Man-E-Monster uncovers a secret lair. They call in Man-At-Arms and Teela for backup. An advance party of Snake Men lead by Sssqueeze charge from the lair and things look grim for the Masters until their ally Moss Man arrives. Unfortunately, King Hssss magic incapacitates all of the Masters.
    While Rattlor and Hssss proceed to the Well of Darkness, the king commands that Kobra Kahn, Tung Lashor, and Sssqueeze destroy the Masters and then join them at the Well.  Unfortunately for the snakes, the Masters were really playing opossum. The battle is heated with momentum swinging several times but when He-Man, Man-At-Arms and Teela all converge on the battleground, the snakes fall back. The Masters stay behind to clean up the Snake Nest while He-Man charges after Hssss.
   At the Well of Darkness, Evil-Lyn and Marzo prepare to cast the spell to free Hordak. Hssss, Rattlor, and a handful of snake warriors arrive at the mountainside. Seeing that Evil-Lyn is already enacting the spell, Hssss commands them to travel the River of Fire—a rapid magma flow—to speed their trek. The snakes ride on the many chunks of solid rocks floating in the magma.  He-Man gives chase and he and Battle Cat, jump into a large rock as well.
    Leapfrogging from rock to rock, He-Man quickly catches up. The ensuing battle results in Hssss and Rattlor being dumped into the molten flow. With the Sorceress’ telepathic warning, He-Man learns that Hssss wasn’t going to Well of Darkness to cause something to happen; he was going to prevent something from happening… Hordak’s escape.
    The spell is ready and Marzo opens the gateway to Despondos but before the dark warlord can punch through, He-Man destroys sections of the Well of Darkness, disrupting the spell.
In the end, Hordak remains confined in Despondos.  Marzo gains control of his amulet and flees. The Snake Men’s hideout is destroyed and dozens are imprisoned. And Hssss and Rattlor emerge from the shadows, shedding their burned layer of skin…
Original Air Date: January 3rd, 2004
First Appearance: TBA
TV Guide Synopsis: He-Man tries to stop King Hssss from reaching the Well of Darkness, unaware that Evil-Lyn is planning something catastrophic.

Episode Thirty-Nine -- Awaken the Serpent
Written & Story Edited by Dean Stefan; Directed by Gary Hartle
    King Hssss and his followers arrive at Snake Mountain in the Dark Hemisphere. Hssss unleashes the Medallion of Serpos. The transformation begins and Serpos arises. The snake deity has been imprisoned within Snake Mountain. In fact the deity is Snake Mountain. The massive snake breaks free of the stone encasing it and emerges as a massive three-headed snake that uncoils from the mountain.
    The Sorceress contacts Adam telepathically about Serpos’ awakening. He transforms into He-Man and gathers the Masters. Charging into the Dark Hemisphere, the Masters catch sight of the massive snake and cannot believe their eyes. The Masters attempt to engage Serpos before it can reach a populated area but the beast is just too huge.  Their attacks do little to something the size of a mountain.
    King Hssss takes command of the snake deity and announces his plans to destroy the Royal Palace.  Serpos’ lava spewing attack threatens a nearby village. He-Man races to save the village while the Masters return to the palace.
    At the Royal Palace, the people are evacuating in massive transport ships. Queen Marlene leads the evacuation while Randor stays behind with the Masters to defend the palace. Serpos approaches. The full might of the Eternian army is brought to bear; every vehicle, cannon, and firearm is aimed at the massive beast.
    Arriving late from saving the village, He-Man is horrified to find that Serpos’ lava breath is destroying the entire palace. Enraged, He-Man tries to match Serpos physically but is hopelessly outmatched. Broken, He-Man is tossed into the mountainside, loses consciousness, and reverts back to Prince Adam.
    The symbol of Eternian power has been crushed and its defenders defeated. But Hssss is not satisfied. He rides atop Serpos to attack Castle Grayskull while his forces round up the Masters.
Adam is awakened by Zodak who has been called from his meditation by the Sorceress. While the Masters continue to fight the snakes at the Palace, He-Man and Zodak teleport to Castle Grayskull to stand with the Sorceress in defense of the fortress. The Sorceress claims that only He-Man—the recipient of the Elders power—can defeat Serpos.  Zodak vows to deal with King Hssss while He-Man fights the snake god.
    Serpos approaches.
    Zodak unseats Hssss from the top of Serpos and the two ancient enemies battle in the forest outside Grayskull. The battle is fierce and filled with personal hatred. Luring Hssss into a trap, Zodak tosses away his weapon to make the fight more personal. Hssss obliges and transforms into his five-headed snake form. The snake king is then caught off guard as Zodak unleashes his magic. The four appendages are blinded by an illusion. Thinking they are attacking Zodak, they are actually feasting on Hssss’ own central head.
    At Grayskull, Serpos lunges to attack the castle. The Sorceress generates a force field, which stuns the great beast. He-Man attacks and his Power Sword opens to reveal great power inside. The first of Serpos’ heads are split in two under the might of the attack. He-Man beheads the second snake skull. The middle head is the last to fall.
    Even though the body is destroyed, the spirit of the snake god lives on and rears to strike. He-Man summons the spirits of the Elders from Grayskull. The great spiritual force awakens and imprisons the deity back in its original form at Snake Mountain. 
    At the Royal Palace, the battle is still joined between the Snake Men and the Masters. He-Man and Zodak arrive with the fallen body of Hssss.  The Snake Men retreat and the threat is extinguished…
 
Original Air Date: January 10th, 2004
First Appearance: Serpos the Snake Deity
TV Guide Synopsis: King Hssss uses the Medallion of Serpos to release the ancient snake god.