On The Mutant Mothership, Flogg is pointing out the cracks in the shield around Primus to Skeletor and Slush Head. Skeletor descends down the steps to Flogg's command chair musing about their alliance, clearly showing his first attempt at manipulating Flogg into doing what he wants by enticing him with the title ‘King of the Tri Solar Galaxy’.
On Primus, He-Man and Master Sebrian are traveling the Primus countryside returning to Onnor, the home of the Inner Council Of Primus. Master Sebrian has come up with an alibi to explain Adam's presence, that he will pretend Adam is actually his nephew, from the city of Levitan. Before entering, Adam changes into He-Man.
Meanwhile in Onnor, the Scientists are arguing once again, until they are stopped by Gepple. An cold and ambitious councilor of Primus called Werban, is telling the Scientists of Primus that they waste their time with Sebrian's ideas of time travel. Even though Werban has the planet's best interests at heart, he is also out for himself and clearly does not understand the Mutant threat as Master Sebrian does. Just then Sebrian and Mara enter with He-Man and introduce him as the new savior of Primus, who Werban immediately doubts. Here He-Man meets U.R. and Gleep. Just then they are informed of an attack by a Mutant fighter on the Oasis, where Drissi and Caz are, He-Man races off to save them.
In his shuttlepod, as Slush Head was taking pictures of Primus, spots Caz and Drissi. He sings to himself about gunning down the running Caz and Drissi. When He-Man arrives, Slush Head is closing in for the kill on Caz and Drissi in his mutant fighter. He-Man leaps out of the just demolished tube transport, and deflects Slush Heads laser fire back at him, sending the shuttle pod to spin out of control, causing him to quickly return to the Mutant Mothership. After this, Drissi introduces He-Man to her admiring brother Caz, who is amazed by what he has seen. He-Man, who in some ways becomes a mentor and role model for the young Caz.
When Slush Head's shuttle pod returns to the Mothership, it makes a crash landing, causing smoke to pour off the damaged ship. Mutant Troopers rush over to the pod and use fire extinguishers to put out the fire. Flogg and Skeletor arrive, and Skeletor displays his usual anger at those who fail him, grabbing Slush Head and shaking him back and forth, causing the water within Slush Head's helmet to bubble as Skeletor shakes him. Flogg tells Skeletor that he doesn’t like the way he handles his men, but when Skeletor threatens to leave, Flogg quickly changes his tune. As Skeletor reveals his plan to destroy the Trithuseum Generator on Primus, to Slush Head and Flogg, his plan is carried out as Mutant Fighters attack the generator on Primus, destroying the Trithuseum generator. Skeletor runs to the front of the Mothership bridge laughing insanely, as he knows He-Man will have come Gorn City, located on the Mutants' home planet of Denebria, because he will require Trithuseum Crystals, only found in Gorn City, for the generator to function. Without the Trithuseum Crystals to fix the Generator, Primus will overheat and will become unbearable to live.
Mara explains the situation to He-Man and telling him that he must travel to Denebria and retrieve some Trithuseum Crystals in Gorn City. For the mission, Hydron and Flipshot unearth an old Starship in Onnor city. The Starship has not been used for some time so it had a very ancient look to it. He-Man and Gleep board the ship to carry out the mission. As the starship takes off, and the vines around it quickly burn away, revealing the ultra futuristic design of the ship. They soon discover Caz has stowed away on the ship, and He-Man rightly tells Caz it is too dangerous for him to be on this mission.
When they land on Denebria, Caz follows He-Man and Gleep into Gorn City. Gorn City itself is dark and dirty, and filled with many different weird ordinary Mutant citizens wondering around in the background. As He-Man enters a trading post in the city, leaving Gleep to guard Caz. When dealing with the seedy owner of the trading post, He-Man tries to barter with ‘Romdiel Gems’ for the Trithuseum Crystals. He-Man arranges to meet a trader named Meliac at the Gorn Works mine.
As they enter the mine, He-Man locates a one-eyed mutant called Meliac. Meliac is revealed to have lured He-Man into a trap, where he and his henchmen advance on He-Man. Meliac is revealed as an agent of Skeletor, but he lets Caz and Gleep go because his own son died in a mine shaft cave-in. He-Man easily defeats Meliacs henchmen, by using the Sword Of Power, to fire a laser beam at their weapons. Skeletor then arrives, he attempts to punish Meliac for his failure with a ruthless move, useing his Havoc Staff to unleash a blast that throws Meliac down the mine shaft. He-Man throws his sword through the air, so Meliac could grab onto it to stop himself from falling. As a mark of respect, Meliac returns the sword to He-Man and quickly abandons Skeletor, who attacks He-Man in a rage. He-Man and Skeletor battle using their sword and staff, with Skeletor angrily lunging at He-Man before He-Man again uses his Sword Of Power to fire a blast, which attaches the crystals to Skeletor and drags him down into a dark mine shaft.
He-Man quickly gathers up the Trithusium Crystals and returns to the ship, with Caz and Gleep. Together they all return to Primus, where Hyrdon and Flipshot tells him they have named the new starship after his home planet, Eternia.
Original Air Date: September 11, 1990
Characters: He-Man/Prince Adam, King Randor, Queen Marlena, Master Sebrian, Hydron, Flipshot, Drissi, Caz, Gepple, Maldoc, Alcon, Crax, Werban, Meliac, Gleep, U.R., Skeletor, Flogg, Slush Head, Crita, Optikk, Hoove, Lizorr, Karatti,
Magic/Objects/Weapons: Trithuseum Generator, Trithuseum Crystals
Locations: Gorn City, Primus, Oasis, DenebriaVehicles: Mutant Mothership