After fooling Primus with their offer of peace, The Mutants finally succeed in conquering the planet. Master Sebrian and some of the Galactic Guardians have been captured. He-Man and some others have escaped into the underground, where they continue to offer embittered resistance to the conquerers. He-Man and Mara have been traveling the Priman Wilderness for days and learn that they are getting closer to the Village Of Zaphor. Meanwhile, the Scientists, Gleep and U.R. are in their laboratory trying to find a way out of Onnor, into the Priman Wilderness. In awful disguises, the six sneak through the streets of Onnor. In fact, they fool are able to fool Staghorn into believing that they were Mutants. Flipshot and Hydron are still at large. The two try to approach the Starship Eternia, which is guarded by a large group of Ana-Droids. Hydron and Flipshot make their way to the Starship Eternia by using their Laser Blasters. After the hydrollic-lift brings the starship to the surface, the soon learn that Skeletor had been waiting for them. The two are captured and put in hand-cuffs. Shortly, afterwards, Skeletor and Flogg capture Master Sebrian. Flogg tells the Mutant Troopers to destroy the crystals that make up the planet's shield. Sebrian warns them not to do so and explains that the Vasionic Resonator is made up of a highly unstable material. If it destroyed, it start a chain reaction that would destroy half the Tri-Solar Galaxy. Only the key could shut it off and Skeletor deduces that He-Man must have it. Flogg puts a large bounty on He-Man. When He-Man and Mara arrive on a hill overlooking the Village Of Zaphor, Mara tells He-Man that Zaphor is a peaceful village and the people are known for being glass makers. He-Man tells Mara to remain behind, while he goes to the village to find the messenger. He-Man transforms himself unceremoniously into Adam, so that he can move more freely in the village, knowing that He-Man is a wanted man. Adam soon learns that Master Sebrian's messenger is none other than Drissi. She tells Adam that Sebrian, Flipshot and Hydron are prisoners of Skeletor and Flogg. Likewise, that the whole planet is in the meantime is in the hands of the Mutants and Flogg has issued a planet wide search for He-Man. Suddenly, they are attacked from behind by Butthead and a squad of Mutant Troopers. Drissi flees the village, while Adam slips down an ally, where he turns back into He-Man. The fight does not last long, with He-Man triumphant. Thereafter, He-Man escapes back into the Priman Wilderness. Butthead uses his transmitter to tell Flogg that He-Man has been located. Near a bird sanctuary, the Scientists finds an untransformed Ana-Droid in a puddle of water. While the Scientists argue over who is going to retrieve it, He-Man arrives at their side. Meanwhile, three Terrorclaws with Staghorn, Quakke and Butthead set off to find He-Man. While Gleep and U.R. are playing with the untransformed Ana-Droid, U.R. uses his drying arm-attachment to dry it off, causing it transforms back into an Ana-Droid. The Scientists battle the Ana-Droid, while He-Man goes to intercept the Terrorclaws. The Scientists manage to knock the Ana-Droid into a pond, were it becomes an untransformed Ana-Droid. He-Man makes quick work of the Terrorclaws, causing the Mutants to flee.
Original Air Date: October 4, 1990