In Master Sebrian's Home, Skeletor and Flogg listen as Quakke reports their successful takeover of the Planet Of Primus. They revel in their success as Hoove has taken over Titus, Karatti has taken over Serus and Slush Head has conquered the Astrosubs in the Guardian Sea. Skeletor reminds Flogg over their deal; if Skeletor gave Flogg Primus, he would give him He-Man, who has the Key To Primus' Shield. So they put a reward out for him, when they learn that he is residing in the Village Of Zaphor. They send several mutants with Terrapods to make Zaphor to capture He-Man. Within the Wilderness Of Primus, the Scientists argue over who invented the contraption that was built from the parts of the Terrorclaws. Mara hurries to warn He-Man that Slush Head and his forces have arrived in Zaphor. He is taking prisoners and is planing to transport them on a Hover Bus, to Leviton. As the Hover Bus sets off for Levitan, the Scientists use a Laser Cannon from a Terrorclaw to stop it. He-Man successfully swoops in and rescues the prisoners. All together with the former prisoners and farmers, the rebellion has begun. More and more, He-Man and the rebellion become successful in their fight against the Evil Mutants. Angry about the success of the rebellion, the plan to send Hoove in to draw He-Man out. Back in the Wilderness, the Scientists complete their invention by linking an Ana-Droid to the Terrorclaw remains. While testing the invention, the Scientists discover a young girl hiding out in the brush. They all learn that she is Vida, daughter of Nathan, of the Village Of Zaphor. She tells them that she has run from the village, because it is surrounded by Terrorclaws. During the night, He-Man and Mara observe Zaphor, which is completely occupied by Hoove's forces. He-Man tricks Hoove into believing that He-Man was attacking, which caused the Evil Mutants to retreat. Little did He-Man know, it was all a plan derived from Hoove and Quakke. Meanwhile, He-Man transforms into Adam to initiate, along with Mara, negotiates with the Council Of Zaphor. He wants them to join the rebellion, to fight against the tyranny of the Evil Mutants. However, the Council, lead by Doctor Nathan, that it is He-Man's fault that the Mutants have come to the village. They fear Skeletor and refuses to cooperate. Meanwhile, Quakke and Hoove already has Zaphor surrounded by Terrorclaws. Skeletor now himself has arrived at the edge of the village and examines it with a pair of binoculars. With He-Man nowhere in sight, Skeletor sends a Terrorclaw into Zaphor to investigate. When the Terraorclaw arrives in the village, the meeting comes to a halt, as the Terrorclaw nearly tramples down Vida. Adam, who transforms into He-Man, arrives just in time to intervene and save Vida. As Quakke peruses He-Man in the Terrorclaw, he is blinded by the light of the sun and He-Man is hit by a laser beam. Still, He-Man deflects the light of the suns, causing Quakke to wreck his own vehicle. After tends to He-Man's wounds, Nathan acknowledges that it makes little sense to stay out of the fight and will follow He-Man to victory. Together they concoct a plan to deal with the mutants. Skeletor and his goons begin to march into the village on Terrorpods, but He-Man stands in the way. He puts down his sword and promises to surrender, if Skeletor spares the village and its inhabitants. But Skeletor promises that he has every intention on destroying the village and everyone in it. Skeletor fires upon He-Man with his laser and he disappears. Thinking that he has defeated He-Man, Skeletor goes in to have a closer look and realizes that it was just a mirror that he had fired upon. Out of anger, he orders the Mutants to destroy the entire village. Skeletor sends in the Ana-Droid, but are met by the Scientists' invention. Skeletor orders the Terrorclaws to fire at the houses, but little did they know that they were surrounded by mirrors that deflect their lasers back at themselves, causing the Terrorclaws to all be destroyed. Now, Skeletor must meet the enemy without vehicles, but he and his allies are outnumbered by the villagers, causing his army to retreat. Skeletor decides to retreat as well. Thus, He-Man has won an important battle, but the war is far from over.
Original Air Date: October 5, 1990