On the Mutant Mothership, with Flogg announcing that Hoove and Karatti have got past the shield and are using a Terror Claw in order to find a route to the subterranean city of Onnor. Skeletor reveals his plan to use Werban, an Inner Council representative, to totally disable the shield that protects the planet.
Meanwhile on Primus, He-Man tours Primus with Caz, who asks He-Man to tell him more about Skeletor, but He-Man wants to know more about Primus. Eventually the two wander into the gardens of Primus, where Caz introduces He-Man to Grot, the Primus gardener. They are interrupted by the arrival of Hoove and Karatti, who have broken through the shield and are using a Terror Claw to tear up the garden as they search for the tubes which lead to Onnor. He-Man and Grot team up to take on Hoove and Karatti. Grot is clearly shows how extremely strong he is during this battle. Karatti manages to knock the Sword Of Power out of his hand and than kicking him, sending him flying backwards. After He-Man regains his senses, he fends off the Terror Claw with his bare hands, breaking its claw into pieces and destroying it. Seeing this, Hoove and Karatti decide to retreat.
As night falls, Werban arrives in the Oasis riding a Bolajet. Werban has come to attend a secret meeting with Skeletor, who claims he is here to talk about peace. Skeletor tricks Werban, hypnotizing him and placing a necklace around his neck which will keep Werban under his control.
The next day, Werban proposes to the Inner Council that they contact the Mutants and try to reach an agreement. Master Sebrian notices that Werban is not himself, and suddenly, Werban hears the voice of Skeletor ordering him to take the key to the shield. Werban steals the key to the Vasionic Resonator and runs from the council chamber, elbowing Master Sebrian in the stomach before he leaves the room. Mara enters, and Sebrian tells her to find Adam, because he would know how to contact He-Man, something that will come in handy for concealing Adams true identity. With the shield deactivated, it will allow Skeletor to launch a two-pronged attack on Leviton (to destroy the key) and Onnor (to destroy the Inner Council).
In Master Sebrian's home, Adam transforms into He-Man and sets off to search for Werban.
Meanwhile, Skeletor has arrived on Primus, and orders Hoove to take the others Mutants and attack Onnor via the tubes. However, the Scientists are prepared for this, and have lined the tubes with Gepple's creation, 'Gepple's Goo', which prevents the Mutants from reaching the city of Onnor.
In Levitan, Werban is telling a crowd of people that by lowering the shield they shall have peace, but he speaks too soon, as Mutant Shuttle pods swoop in and begin firing at the crowd in pursuit of Werban and the key. In the ensuing chaos, Werban loses his necklace and is freed from Skeletor's influence, in front of the Fountain Of Freedom, and realizes what he has done and escapes.
The Mutants arrive are intercepted by Nocturna, Vizar, Kayo and the Galactic Guardian Warriors.
At the laboratory, the Scientists finish their new creation, Gepples Goo, and once again the scientists argue about who exactly invented it.
Meanwhile, Skeletor has arrived on Primus, and orders Hoove to take Lizorr, Crita and Optikk, to attack Onnor via the tubes. However, the Scientists are prepared for this, and have lined the tubes with 'Gepple's Goo', which prevents the Mutants from reaching the city of Onnor.
Meanwhile, Werban draws the Mutants away from Leviton, by trudging through the oasis, after his Bolajet ran out of fuel. Skeletor tracks Werban to a desert and moves to take the key from him, but He-Man intervenes. Skeletor uses the Havoc Staff to unleash a giant armored armadillo-like beast to distract his enemy. When He-Man realizes the creature is afraid of the water, he slices open the cacti around him, letting loose the water that is stored inside. He-Man then confronts Skeletor, who uses his Havoc Staff to unleash an energy bolt at the ground, but the water that defeated the creature left the staff weakened. He-Man the Bolajet to launch a bola to incapacitate Skeletor, who is ultimately defeated and forced to flee.
Back in Onnor, the Mutants have attempted to get through the tubes, only to be covered in Gepples Goo. To make matters worse, Hydron and Flipshot arrive to cover the Mutants in feathers, leading to a humiliating defeat. When He-Man and Werban return, Werban returns the key to Master Sebrian and apologizes for his actions, saying he has learned a difficult lesson.
Air Date: 1990
Appearing Characters: He-Man/Prince Adam, Mara, Master Sebrian, Werbin, Hydron, Flipshot, Nocturna, Kayo, Vizar, Grot, Caz, Gepple, Krex, Alcon, Maldoc, Skeletor, Flogg, Crita, Karatti, Hoove, Slush Head, Optikk, Lizorr, Members Of The Inner Council.
Magic/Objects/Weapons: Sword Of Power, Gepple's Goo, Havoc Staff, Vasionic Resonator, Vasionic Resonator Key, Necklace Of Mind Control, Electro Bolo
Locations: City Of Onnor, Oasis, Inner Council Chamber, Planet Of Primus, City Of Levitan, Shield Of Primus, Fountain Of Freedom
Vehicles: Terror Claw, Bolajet