Original Airdate: ?/?/1985
Hordak is busily devouring a strange pie at the Fright Zone, which Catra has told him was from a secret admirer. Imp brings word to Hordak that the rebels are picking up supplies at the edge of the Whispering Woods at dawn, and Hordak begins to plan his attack. Out of sight Catra meets with Skeletor, who provided the doomberry pie that Hordak was enjoying. Skeletor states that Hordak will soon disappear forever as a result of eating the pie, leaving Skeletor to command the Horde, with Catra as his Force Captain.
As the Horde begin to attack the rebels, Hordak realizes he does not feel well. She-Ra quickly arrives and defeats the Horde Troopers, but when Hordak transforms into a rocket to challenge her, he ends up crashing to the ground at her feet, weak and slowly vanishing from existence. The Horde manages to abduct Glimmer in the process, and take her back to the Fright Zone. Madame Razz tells the rebels the probable cause of Hordak's illness is the consumption of doomberries.
She-Ra journeys to the Crystal Castle, hoping that Light Hope can provide her with a possible cure. Light Hope tells She-Ra that the only cure for Hordak would be for someone to shed tears for him. Hordak indicates that his old mentor, Noah, the wizard of Woeful Mountain, would cry for him. She-Ra carries Hordak to Woeful Mountain, and when Catra attempts to attack them, she repels her craft.
They arrive at the mountain, but Skeletor has already arrived and imprisoned Noah in a bubble force field. Hordak continues to worsen, and Hordak's old apprentice Skeletor has no sympathy, nor does Noah. She-Ra has sympathy, great sympathy, for Hordak's wasted life, a life chasing evil with nothing to show for it. Where Noah and Skeletor both refused, She-Ra sheds tears for Hordak, curing him as Skeletor escapes.
Noah informs She-Ra that Hordak will have no memory of these events. With Noah's help, She-Ra and Hordak are transported to the Fright Zone, where She-Ra is able to rescue Glimmer, encountering Bow as he attempts to help her as well. Hordak awakens, unaware of Catra's betrayal. He and Catra sound the alarm as the rebels escape the Fright Zone.
Synopsis by Michael Cravens