In the Whispering Woods, a group of Horde Troopers are attempting to punish Ely, a rebel who interfered with one of Shadow Weaver's messengers. During the chase Ely finds a glowing black stone on the ground, which he learns has been stolen for Shadow Weaver by the Horde Troopers. Ely uses spells that were taught to him by his mentor, Candor, to transform the Horde Troopers into trees. Ely then encounters Adora and Bow, and asks if they know where he might find Madame Razz.
It seems that Candor has sent Ely to find Madame Razz, in order that Ely might hone his magical skills under her tutelage. Ely is slightly arrogant at the suggestion that Madame Razz could teach him anything, convinced that he is already a powerful sorcerer. Meanwhile, Shadow Weaver plots to retrieve the Serenity Stone, which was lost by the Horde Troopers that encountered Ely. The Serenity Stone magnifies the power of anyone who possesses it, and Shadow Weaver is determined to get it back. Back at the rebel camp, Madame Razz is using her magic to retrieve buckets of water from the river. Ely decides to help by using his newfound magic to direct the river into the camp. Just then, Ely's mentor Candor summons him, and as the waters continue to rise Ely leaves to respond to his mentor's request, without realizing that it is a trap, Shadow Weaver using her magic to pose as Candor. The valley of the rebel camp slowly begins to flood, prompting Adora to transform into She-Ra and dig a trench to redirect the water away from camp.
She-Ra and Madame Razz go to find Ely, realizing that he may be in danger. As they head to Candor's mountain, they pass by Serenia. Madame Razz reveals that she once lived in Serenia, and that it is the point of balance for all of Etheria. An energy bubble pulls them to the balance point, where the mysterious keeper of the Serenity Stone reveals that it has been stolen. If the stone is not returned, Etheria will lose the balance, and spin off its axis, out of its orbit, endangering the lives of everyone on Etheria.
When Ely arrives at Candor's mountain home, Shadow Weaver reveals herself, and tells Ely that Candor is taking his one hundred year sleep, and that being his pupil he should have known that. She demands the Serenity Stone, which magnifies one's own power a thousand times. Ely suddenly realizes that his magic is not as powerful as he thought, learning that it was the stone that amplified his apprentice abilities. Shadow Weaver seizes the stone just as She-Ra and Madame arrive. Shadow Weaver is startled as the planet begins to shake, causing her to drop the stone down a chasm. As Madame Razz and Ely combine their magic to freeze Shadow Weaver, She-Ra is able to climb down the chasm and retrieve the stone.
She-Ra and Swift Wind return to Serenia to replace the stone just in time to stop Etheria from spinning out of its orbit. She-Ra also repairs the damage done by the Horde to the pyramid at Serenia. When Shadow Weaver attempts to reassert control, She-Ra uses Weaver's magic as a chain to lasso her and toss her back to Horror Hall. Back at the rebel camp Ely reveals that he now understands why Candor sent him to Madame Razz.
Synopsis by Michael Cravens