Original Airdate: September 29, 1983
He-Man battles against Man-At-Arms' training equipment, but stops as he has to attend dinner as Prince Adam. At the royal dining table, Adam stumbles into dinner, late yet again. As court jester, Orko's utilizes demon dust, when suddenly an enchantress named Majestra appears. She announces that she wishes to entertain the royal family, and presents the Cabinet of Wonders to them. His curiosity peaked, King Randor volunteers to step into the box. Majestra casts her magic, the door closes and opens, and Randor is gone. Majestra quickly repeats the process, and Randor steps out of the box. He immediately starts eating, then walks Majestra to her room for an overnight stay, as Orko follows them.
Randor and Majestra go to the dungeon and open a cell to find a weakened King Randor on the floor. Majestra and the imposter King reveal themselves to be Evil-Lyn and Beast Man. Evil-Lyn threatens Randor with, the Shaping Staff. She claims that she and Beast Man discovered the wand hidden in a cave in the Crystal Sea. Evil-Lyn uses the staff to transform Randor into a goat. The villains discover the eavesdropping Orko, and Evil-Lyn changes him into a cricket. She then contacts Skeletor, confirming their plans to draw the Royal Guard to Castle Grayskull. Beast Man and Evil-Lyn disguise themselves again as "King Randor" and "Majestra." "Randor" informs Duncan and Adam that he wants to make Castle Grayskull a part of the kingdom.
That night Orko the cricket bounds into Adam's hand and informs him that Beast Man and Evil-Lyn have taken over the palace. Adam transforms into He-Man, and the evil cohorts greet him and Battle Cat. Evil-Lyn uses the Shaping Staff to transform Teela into a frog and He-Man into a golden statue. Evil-Lyn and Beast Man journey to Castle Grayskull, taking with them their transformed victims. At the castle, Skeletor readies his assault on the Sorceress by creating an evil double of He-Man called Faker. When Faker calls for her, the Sorceress is suspicious, but Faker claims to have been ambushed by Skeletor. The guardian of Grayskull steps outside and Evil-Lyn immediately assaults her with the Shaping Staff, transforming her into a tree. He-Man encourages the Sorceress through telepathy, and she is finally able to break the spell. The Sorceress frees He-Man from his golden cocoon. Faker attacks He-Man, and their duel ends with Faker tumbling into the abyss.
The Royal Guard enter the scene, and when Skeletor strikes down Man-At-Arms, the Sorceress breaks his fall. He-Man breaks the Shaping Staff, reviving Randor, Teela, and Orko. Evil-Lyn threatens the heroes with the remaining half of the staff, but it changes her into a slithery creature, as Skeletor disappears.
Synopsis by Zadoc Angell