The children of the village ask Sorrowful the dragon to tell them a story, and he proceeds to tell them how he helped She-Ra rescue his friends from Beast Island, chasing the Horde Troopers away while She-Ra rescued Bow and Glimmer. Imp disguised as a rock to spies on the rebels, and sees Sorrowful introduce his new friend Deena to Adora, who asks her to tell another story. Adora tells of the locket she carries, which was given to her the last time she visited Sea Hawk on the Solar Sailor. Adora and Sea Hawk both own one-half of the locket, which is imbued with the magic of a good sea witch. When one of them is in danger, the other's locket will glow brightly, warning them of the trouble. Knowing that Hordak is always interested in new forms of power, Imp transforms into a flea to tickle Sorrowful, and as the giant dragon thrashes his tail around in laughter, Imp snatches the locket from Deena's hand. The pursue Imp to retrieve the locket, reasoning that Imp will probably take it back to the Horde base camp outside Mystacore.
Deena insists on going with Adora and Sorrowful, but they both tell her that it is better for her safety if she stays behind. Undeterred and desperate to join the Great Rebellion and have fun, Deena follows them into battle. Rattlor is preparing for the rebels' attack, as Shadow Weaver tries to unlock the secrets of the locket's magic. Bow uses an umbrella arrow to deflect the Horde Troopers' blasts, but when they spot Deena, who has become lost in her attempt to follow the rebels, they take her captive. As Adora holds her sword aloft and prepares to transform, Rattlor blasts her sword from her hand, capturing her.
Elsewhere, Sea Hawk's locket begins to glow brightly, telling him that Adora is in danger, and so he orders the ship's course altered so that he may follow its signal to help save Adora. Shadow Weaver captures Sea Hawk as soon as he arrives, stealing his half of the locket. As she tries to harness its magic, it backfires upon her, as Sea Hawk assures her that the magic only works for him and Adora. Swen has escaped and he warns Madame Razz and Bow that both Adora and Sea Hawk have been captured.
Sorrowful resolves to save his friends, who have been taken to the Fright Zone. Adora asks Hordak to free Deena, but he laughs at the suggestion. Adora, Sea Hawk, and Deena attempt to escape, but Hordak recaptures Deena as his hostage. Adora and Sea Hawk decide that they must retrieve their weapons, which have been placed on a nearby wall in the throne room. Sorrowful and the rebels arrive outside the Fright Zone, where Sorrowful uses his fire-breathing abilities to overcome Catra's defenses.
Adora retrieves her sword, and seizes the opportunity to transform into She-Ra. She-Ra immediately goes into action saving Sea Hawk, as the Horde Troopers retreat at the sight of her. Outside, Swen and the Solar Sailor have arrived to pick them up, but Deena remains Hordak's hostage on board his private ship. Sorrowful and She-Ra go to save Deena, and destroy the front of Hordak's ship, enabling She-Ra to rescue Deena and retrieve the locket from Shadow Weaver. She-Ra asks Deena to return the locket to Adora, as the others make their way back to the Whispering Woods. Deena delivers the locket to Adora and apologizes for disobeying them. Adora thanks Sea Hawk for once again coming to her rescue, and each of them are thankful for the other's friendship.
Synopsis by by Michael Cravens