With a help of Tri-Klops and Beast Man, Skeletor is pumping out The Sea of Eternity, thus depleting oxygen from Eternia and making everyone weaker.

Royal family enjoys skiing until something goes wrong and everyone but Orko end up frozen by the Ice Lord. Orko pretends to be He-Man and confronts Ice Lord. Upon winning he finds out that Skeletor has his daughter. Ice Lord agrees to release the royal family if He-Man rescues his daughter. Orko agrees, but requests at least one of the royal family to be released as a token of good will. Prince Adam plays along and heads to Snake Mountain with Orko.

Dree Elle appears on Eternia begging for help from Orko to save Trolla from a monster called Dragoon which is threatening their home world. Skeletor and his Evil Warriors do not appear in this episode. He-Man reminds viewers what Prince Adam said after "Daimar the Demon"; if a problem is too much, ask for help from someone you trust.

Evil-Lyn disguises herself as an innocent girl to fool the Widget people into giving her the powerful mineral Coridite. Teela tells viewers they should question everything that does not seem right, but "Don't judge a book by its cover".

Orko's magic wand accidentally hits Prince Adam's sword and made it go to the past. Skeletor captures Prince Adam and waits for He-Man to come to his rescue. Man-at-Arms tells viewers He-Man's brain helped more than his muscles in that problem, and that brains can and should be exercised.

Skeletor kidnaps Man-At-Arms with the help of an evil robot army. Teela tells viewers they should obey their parents, who have their best interests at heart when disallowing fun things.

Skeletor and Evil-Lyn invade the temple of Fire People in order to take possession of the Spellstone, a special orb that can control weather. Skeletor uses it to provoke conflict and Evil-Lyn to turn the villagers against king Randor, throwing the Creeping Horak at the palace as a form of punishment. While king and queen, accompanies by Teela, Man-at-Arms and Orko try to find a way to stop the Creeping Horak, He-Man and Stratoss try to find the Spellstone and use it to rescue everyone at the palace and return it to the Fire People.

At Dragonmount, Skeletor and Beast Man steal several of the Mother Dragon's eggs. Skeletor explains to Best Man that he is now in possession of the powerful Dragonpearl. With dragons under the control of Beast Man creating havoc across all of Eternia, Skeletor and Evil-Lyn head on to take castle Grayskull, capturing the Sorceress inside the Dragonpearls.

Skeletor uses his new attack ship, the Collector, to turn people into stone and stone statues to his allies. He-Man stops his attack on the castle, but not before he turns Man-at-Arms into stone. But Skeletor always plans big, and his next step is to use a device called the Energizer to bring the gigantic stone statue of Colossor to life.

Teela's desire to find out who her mother is sets her on adventure into Crystal Sea region to find the Oracle. But Crystal Sea is home territory of Mer-Man and he has another plan in mind... to enact vengeance on Man-at-Arms who 20 years ago rescued a victim intended as a sacrifice for the sea demon Bakkull. Now, Mer-Man's plan is to capture Teela and sacrifice her to Bakkull. His plan comes to a halt when He-Man comes to a rescue.

At Snake Mountain Skeletor commands Beast Man to activate the transport beam. Within moments Evil-Lyn, Mer-Man, Trap Jaw, and Tri-Klops all appear. Skeletor reveals that the Diamond of Disappearance is now in his possession, a gem that transports whoever is looking at it into another dimension.