He-Man's quest for the three talismans continues as he heads into the forest to search for the cosmos talisman that was taken by demons. He comes across his old tribesman friend, Ceril.
He-Man explains to Battle Cat that one day Prince Adam was walking through the forest when he came across Damon, a powerful sorcerer, enslaving Ceril's town. During their battle, Zoar appeared and Adam was changed for the first time to He-Man. Subsequently, He-Man defeated Damon and freed Ceril's village.
Ceril informs He-Man that he has seen the cosmos amulet and begins to lead him to it. Unfortunately, demons once again appear to stop them, but He-Man makes it to the talisman and secures it, teleporting him to an unknown place.
Meanwhile, Man-At-Arms, Teela, and Stratos are after the sea amulet. They end up underwater in the Sea of Blackness, only to come across Mer-Man and his people. After a battle, Stratos gains the amulet and the three are transported to the same place as He-Man.
Once again, demons attack in the magical realm, but Zodac intervenes just in time and puts an end to the battle.