Original Airdate: ?/?/1983
Using Man-At-Arms' memory projector, Queen Marlena recalls her crash-landing on Eternia as an astronaut from Earth. Adam asks her if she misses Earth, and Marlena says that she would not trade her life on Eternia for anything. Teela comes looking for Adam, who is late for combat maneuvers. She uses the memory projector on Adam, revealing that he was fishing instead. Meanwhile, Orko tinkers in Man-At-Arms' workshop, trying to create a music box. Duncan learns that the box contains explosives, and it explodes in his laboratory.
Orko quickly flees, as Teela comes in to talk with her father. She tells him that she wishes she had a mother like Adam and that she would like to know her own mother. Man-At-Arms replies that her father was a great warrior who was killed in battle, that he is proud of adopting Teela, and that her mother's identity is a secret, which he promised never to reveal. Teela then tries the memory projector, but her recollections are only of Man-At-Arms.
Frustrated, she tells Orko that she will ask the Oracle of the Crystal Sea who her mother is. She leaves immediately, as Orko accidentally blurts the truth to Adam and Cringer, prompting them to transform. At Snake Mountain, Skeletor and Mer-Man are spying on Teela. Mer-Man wants to use her to seek vengeance on Man-At-Arms for a past grievance. Shadow Beasts attack Teela as soon as she arrives, but she fends them off. Teela finds the Oracle, who begins to tell a story of how Man-At-Arms was summoned to the nest of Zoar the falcon: Mer-Man and his allies were trying to capture Zoar so they could use her as a sacrifice to a sea demon. Zoar could have flown away, but she was protecting something in the nest. Man-At-Arms defeated Mer-Man and looked in the nest. Before the Oracle can finish his story he is interrupted by Mer-Man.
Orko alerts the Sorceress of the situation, as Mer-Man chains Teela and explains to her that twenty years ago, her father rescued a victim he had selected for the sea demon Bakull. Mer-Man uses the Crimson Pearl to summon Bakull. He-Man smashes through the wall and frees Teela with his sword. Zoar grabs Mer-Man's staff and drops it, destroying the Crimson Pearl inside. Immediately, Bakull turns against Mer-Man. He-Man rescues Mer-Man, then pushes down the ice structure on which Bakull stands, burying the beast in an avalanche.
Teela returns to the Oracle, who finishes his story, revealing that Man-At-Arms saw a baby girl in the nest, whom Zoar had hoped to raise in the mountains safely, but realized she could not after Mer-Man's attack. The Sorceress enters just as Teela learns she is her mother. The Sorceress removes Teela's memory of the revelation, saying that one day she will learn the secret.
Synopsis by Zadoc Angell