*Please note that this story was my first real attempt at writing fanfiction for the sole purpose of having fun. I had a lot of interesting ideas, but my execution was terrible. Now that I have actually discovered that I do love writing, and may, MAY, pursue it as a career, I am trying to vastly enhance my skillset, which I believe I have done since initially posting this fic. Therefore, I am overhauling the entire story in an effort to improve the quality. There will be no changes made to the existing plotline in published chapters 1-16, however, there will most likely be material added and excised from every one. If you have been enjoying this story, I would suggest a reread from the beginning as I complete the new chapters.*

200x He-man. This story is going to follow a character based plot with my OC playing a major role.

Overall Rating-M, rightfully MA-Adult content, sex m/f, interspecies sex, violence, language, gore, hints of rape, torture, attempted rape, sadism, weird stuff, lots of bad stuff really

Chapter WARNING-language.

PLEASE DO NOT READ IF YOU ARE UNDER THE LEGAL AGE!

Disclaimer-I do not own any of the characters or locations created by Mattel; however, OC's will be created and they belong to me. I'm not profiting from this story.

Beta-ed by the most amazing beta ever. I have many thanks to give Churnok for his most splendid advice.

Chapter 1-Awakened

Snake Mountain, aptly named for the giant snake carved into the active volcano, which spit a constant stream of lava out of its mouth into the molten river below. It was far from being a magnificent palace such as the one in Eternos, the royal city of the planet Eternia, but its walls were secure and the only home that its inhabitants had ever known. It was dark and dank, constantly warm and humid, but it was enormous and the entire lower level of reinforced steel cells could easily house the army of creatures that Beastman kept in its depths for the sole purpose of furthering the aspirations of the one who ruled here, Skeletor. Just thinking of the hairy warrior brought his putrid odor to the forefront of the sorcerer's mind. The scent hung in the air throughout the confines of the mountain, ever present at the periphery of one's sense of smell, and liable to creep back into blatant awareness at the slightest thought or mention of it. I should make Tri-klops build something to rid me of the problem once and for all.

The disgruntled mage sat upon his primordial throne wondering why he was always defeated by the accursed Masters, Eternos' law-enforcers and the protectors of Eternia. He was by far the most powerful being in all of the world besides that wretched He-man, but that idiot could only master him in brute force. He had his Evil Warriors, who were legendary in their battle skills, and some were even known for their intelligence and cunning as well. He had magic on his side, which the Masters were severely lacking, and although inferior to Man-at-Arms', most of Tri-klops' inventions served him well enough. So what is it then? "Argh!" Skeletor exclaimed as he shot a ball of energy haphazardly into the room from his Havoc Staff, an unparalleled magical staff shaped as that of the skull of a ram. The burst collided with the wall, charring the already dark surface and then dispersed with a flash.

"You know, Skeletor, the wall has done nothing to deserve such punishment," Evil-lyn chided as she swayed into the throne room. The damn witch was the only one of his minions who would intentionally try his patience. He looked her over, appreciating the regal manner in which she carried herself. Her face was strong but still soft enough to be feminine, and her voice sultry. Her body was athletic and framed in all the right places by the purple and white battle garment she wore. As if all that wasn't enough, her skin had a creamy, white complexion that gave the woman an overall exotic feel. The violet eyes she possessed were by far her most alluring feature. They revealed her every emotion when she wished and closed down to be utterly empty when she didn't.

"I am in no mood for your games today, dear Evil-lyn. I am planning my next attack on Castle Greyskull!" exclaimed Skeletor. That was bullshit and Evil-lyn knew it. He had been slumped on his throne brooding for a week about his failure to claim the legacy stones. He-man and Man-at-Arms had confronted him on the island of Anwat Gar and foiled his attempt to steal them. Not only had he lost the stones, which gave the holder indestructible armor, but the Masters had gained a new ally in Sy-klone, The Wind Master. He was the last remaining survivor of a long forgotten race, The Gars, and had been living alone on the island for thousands of years in order to protect the stones from falling into evil hands.

"Well then, I will forget this information I have uncovered about a powerful artifact since you are SO busy planning this glorious attack on Castle Greyskull," said Evil-lyn goading him again. The magician liked to push her luck with the Lord of Snake Mountain. It was a game she had always enjoyed playing, but now that they were no longer intimate it was even more amusing. Before, Skeletor could at least get back at her in a way by punishing her in the bedroom, although Evil-lyn had never left wanting.

The only reason such a free spirit as Evil-lyn had allowed herself to follow under Skeletor's rule to begin with was because of his allure while he was still Keldor. He had been more traditionally handsome then with long black hair, flesh to his face, piercing eyes, and an arrogant smirk. The desire between them had been instant, but the days of their relationship were long gone even if her feelings for him hadn't entirely faded away. Her mind had to hold those feelings at bay because even though she had her reasons for ending it all, her body stirred even more fiercely at his presumptuous personality and now feral appearance.

The sorcerer was tall, with a long, defined torso, and a well-muscled chest that still left his overall frame with the appearance of being lean instead of overly bulky. Like the most graceful of felines, his movements were fluid and boasted a confidence that was unrivaled. His skin was a uniform, light blue that was further enhanced by the complimentary dark blue and purple battle gear he wore. His outfit was finished with a cape and hood that he almost never let down because of his now fleshless skull. During the transformation from Keldor to Skeletor his hands and feet had also become more claw-like, which only added to the overall menacing vibe one received just by glimpsing him.

"I doubt this artifact is what I need but I shall entertain your information nonetheless," said Skeletor waving his hand for her to continue while trying to appear mostly disinterested and failing.

Smirking, as she knew she had already won this little battle of wills and words, Evil-lyn gave up the information without further provocation. "I have uncovered a text that speaks of an ancient stone possessing great magical abilities. It says the original burial place for this stone was an underwater cave in what I believe is the southern quadrant of the Sea of Rakash. The cave is said to be marked with some identifying symbols; unfortunately, there is not an exact location given nor does it say what this stone does or what it even looks like. It is all sort of vague." Evil-lyn threw the last part in just in case this information turned out to be useless because if so, she did not want Skeletor's wrath directed toward her.

The text she had found was intriguing because outwardly it seemed like any other text: exceptionally plain, ravaged by time, and of lowly construction. On the inside, however, it was a masterpiece. The pages were perfectly preserved and made of the finest white paper, which had a shine to it and real gold borders. It was handwritten in a beautiful, flowing script in an ancient language Evil-lyn was not familiar with. All the spells, and she had tried many, to translate it had failed except for a few incomprehensible passages and then luckily, the small section detailing the stone. It was ominous that translation spells would not work and risky to seek such an item without first knowing more information, but without any other ideas between them as of right now, the chance that this stone was some sort of great mystical power was too good to ignore.

"Hmm. Have Merman locate this cave if he can and get me the stone," replied Skeletor. He watched as Evil-lyn bowed her head in deference and backed out of the throne room. As much as she tested his patience, she was one of his most loyal followers and without a doubt the most powerful of his minions. For this reason alone he tolerated her quips and small acts of defiance, but he was not unaware that she was headstrong and ambitious. He was more than certain that she would try to take power for herself given the opportunity.

If she ever tries… I will make her suffer.

A few days later, Skeletor was pacing in his throne room by the sludgy green wading pool Merman used to enter Snake Mountain. He was not one to get flustered, he merely got angry, and nothing angered him more than being kept waiting. "Where is that idiot Merman? He has been gone for three days and we have not heard a damn thing," Skeletor was raving while his Evil Warriors made their way into the throne room.

Catching his last phrase, Evil-lyn jumped in sarcastically, "You waited two years for the Coridite Crystal; I think three days isn't too long for you to be patient." Evil-lyn was worried that criticism might have taken it too far for his current, precarious emotional state when his eye sockets blazed red, but Merman chose that moment to emerge from the pool with his customary gurgle.

"His arrival is a blessing for you, dear Evil-lyn. Of that you can be sure." He turned in a whirl of his cape, and upon noticing Merman's hands were empty, bellowed, "Where is the stone?!"

The sea-dweller cowered as Skeletor raised his Havoc Staff and shouted quickly, "I think I found the cave, Lord Skeletor, but it requires stronger magic than mine to get through a force-field protecting the entrance."

A force-field. Hmm? "Fine. You will guide us to the cave and we shall see about this force-field." Sated for the time being, Skeletor turned to Evil-lyn. "Do prepare a spell for yourself and the others so you may breathe underwater. We are going to do a little swimming."

"Great," muttered Tri-klops and Trap-jaw. Both were thinking how they hated submerging their mechanical attachments, especially in something as corrosive as salt water. They would have to remove everything, dry it off, and oil it or it would never work right. The only other option was to do something they were both loath to do, ask Evil-lyn to use her magic as a shortcut, which could take care of the whole problem instantly, but leave them suffering through her throwing her superiority in their faces.

A crackling, yellow shot of energy streaked across the throne room and threw them both roughly against the wall at least four feet above the ground. "Only ever worried about yourselves, huh? No matter, you two stay here and clean my throne room." He turned to leave, then paused, and glanced over his shoulder looking pleased with himself. "Oh, and it better be spotless, unless you both want to have an… intimate visit with the lava pools tonight. Best of luck." He walked out of the throne room cackling to himself, just a hint of insanity showing through. Evil-lyn smirked at both of them with a look that clearly stated that she thought they were both morons, and then left with Clawful, Beastman, and Merman.

Tri-klops and Trap-jaw picked themselves up off the floor slowly after the others had left, simultaneously checking for any damage to their bodies as they moved. They looked at each other in knowing and Trap-jaw groaned, "Cleaning duty again?"

"Hey! I was in the middle of a new invention and now I have to waste my time here trying to make rocks look good." Nevertheless, they both started cleaning anything they could find that could possibly make the dreary room look better.

The cave had been easy enough to find with Merman as a guide, and there was indeed a force-field across the opening. A rather powerful one it seemed just from the pure, blinding white energy it was throwing off. He had come up against plenty of protective shields in his time, but this one had tendrils that shot outward as if to ward off potential trespassers or thieves unlike any he had ever seen. The stone must still be inside if the field is still up, he thought greedily.

He faintly wondered what was generating the field as a lone force-field was uncommon to stumble upon. There is either someone inside or the spell was carved into the rock so that it would remain forever. Either way it was an extreme show of strength to create such a magical barrier and he internally prepared himself for a fight.

The calligraphy carved into the opening was foreign to him and would provide no help in how to disarm the barrier. We'll just have to use force. He raised his Havoc Staff and began to funnel energy against the force-field feeling it weaken instantly, but not nearly enough. Evil-lyn followed suit and after a minute of pushing a small hole could be seen. As soon as it was punctured, the energy output dispersed and the visible field shrank back from the penetrance sight into the rocks igniting the symbols. For a brief moment the writing flared bright white and then slowly, the power faded out until everything lay dark and quiet.

From the entrance, there was a long, pitch black tunnel that stretched on seemingly endlessly. There was a current that flowed toward them tirelessly compared to the relatively still water outside the entrance, and the water became more turbulent the farther along they swam. The tunnel finally began to widen the last few meters before opening up into a huge underwater room, and the current unexpectedly cut off. At first there seemed to be nowhere else to go as swimming around revealed perfectly smooth walls with no further tunneling, but a small amount of light playing near the ceiling caught his eye.

The ceiling at the top of the underwater room was in fact not a ceiling at all, but a trick created by the shape of the walls and angle of the above light source. Emerging from the water showed a hidden cavern, which was impressively, even larger than Snake Mountain's throne room. The cavern was lit by dozens of candles floating in the air, and Skeletor could feel a pressure pushing against him as if to make him leave. The walls were carved from a red stone that left it feeling barren except for a large metal box sitting upon a dais. The box itself was made of a lustrous silver and had black symbols engraved into it that resembled those at the cave's entrance.

He exited the water and walked up to the metal container wary of this entire situation as it didn't feel right to him somehow. The box was not locked as far as he could tell and didn't seem to be booby trapped in any way. The case opened with ease at his touch and proceeded to release a dense mist into the surrounding air. Fearing poison Skeletor covered his face with his cape and told his cohorts to do the same as the pure black fluid hovered around them and refused to dissipate.

When nothing happened, Skeletor waved his arms around clearing the mist out of his way and turned his attention back to the contents of the box. Lying inside on a bed of luxurious black silk were five, identical stones. Five?!

Skeletor had been standing motionlessly for a moment in front of the box, then started tapping his foot impatiently. Upon inspecting the contents for herself, Evil-lyn discovered the problem. "Well? Which one is it?" asked Skeletor angrily.

"I told you before the text did not say anything about the appearance of the stone. Besides, they all look the same to me. We should just take them all and figure out which one is the correct one back at Snake Mountain." Evil-lyn was quick to find a solution in an effort to avoid meeting the business end of his Havoc Staff.

"Fine, grab them all and let's get out of here. I want to have the power of The Elders in my hands by nightfall." He stalked back to the pool and slid in gracefully leaving her to transport them.

"Well? Grab the stones and let's go," said Evil-lyn as she shoved passed Clawful who was carrying the only sack in his massive red claw.

The cool, salty air blew up from the sea and wisped passed Mekaneck's hiding place. From the cliffs, he could see Beastman waiting at the edge of the Sea of Rakash with four gryphons. He did not see Skeletor or any of the other Evil Warriors, but they must be here somewhere. "Beastman is still alone. No sign of Skeletor, Man-at-Arms."

"Keep watching and let us know when the others show up," said Man-at-Arms as he turned toward his fellow Masters. "Alright. When they show up, Buzz-off and Stratos take the northern perimeter and keep those gryphons on the ground if you can. Teela and I will hit them from the south. Be extremely careful. They have an unknown reason for being here that may very well be to obtain some sort of artifact that could be extremely dangerous."

"Skeletor, along with Evil-lyn, Clawful, and Merman just came up out of the sea," whispered Mekaneck. "I can't see if they have any new weapons or not.

"Alright go!" Teela and Man-at-Arms sprang out from behind the rock and rushed toward Skeletor's location as they began to mount the flying beasts. Buzz-off and Stratos took to the skies looking to keep Skeletor from trying any aerial assaults. They both began shooting, but the gryphons were racing away too fast for Skeletor to be trying an attack. It looked as though they were fleeing, which was a surprising turn of events to say the least, and possibly a trick so neither winged warrior let up with their barrage of energy blasts.

"Another day, Masters, I've got what I came for," Skeletor announced portentously and started to cackle loudly. As they were fleeing, one of Buzz-off's shots landed on Clawful's gryphon and the beast tumbled through the air. Its wings fanned outward harshly in its downward spiral trying desperately to straighten out and gain altitude again. During the tumble, one of the stones slipped from the loosely held sack and fell toward the sea. Clawful, who did not often ride the beasts, was trying to maintain his grip on the animal and secure the sack at the same time to prevent further loss.

Seeing the object falling with his keen gaze, Buzz-off rapidly dived after it, and in an impressive show of aerial maneuverability he managed to snatch it just before it hit the water.

"No!" hissed Skeletor. "Clawful, you clumsy fool." Retrieving it was not possible now that the Masters had discovered them, so Skeletor could do nothing but continue his flight seething on the inside about his inept warriors. It is still likely that I have the correct one, or he had better hope I do, he thought dangerously.

Buzz-off landed on the cliff side and quickly handed off the stone to Man-at-Arms. The insect-like warrior could feel that the stone had some sort of power as it had pulsed sluggishly against his skin. The way it felt gave him the impression that it was alive for some reason and made him more than happy to relinquish it. "Whatever this stone is, if Skeletor wanted it, it couldn't have been for any good purpose."

A couple days after they recovered the stone, Man-at-Arms stood in his workshop and contemplated what to do with it for the hundredth time. He had already spoken with The Sorceress and she had admitted that she did not know of it. Her cautionary words came back to him, 'For me to lack knowledge of such an artifact would mean it most likely predates our history. Great care must be taken when you decide what to do with it, Duncan.' The stone itself radiated with an unknown energy that felt alive, and almost begged to be released. The only thing that he was certain of at this point was that the stone did have its own will, and that succumbing to it could have disastrous effects.

Man-at-Arms turned his attention to the young prince who he had bid accompany him to see The Sorceress. Adam was too young for the immense responsibility he had been given, but he had accepted it graciously after the initial disbelief. The boy had proven himself lately to Man-at-Arms, but to the other Masters he was a coward who ran from battle. It was a harsh way to live; to know that He-man, his alter ego, was Eternia's hero and he himself was viewed as a childish, playboy. "Adam. I'm going to discuss what to do about the stone with the Masters and King Randor. He-man will be needed for this discussion. I will be waiting out in the courtyard."

Now alone, Adam allowed himself a moment of self-pity. A small part of him resented that he could not allow his own abilities to shine, and that he had been dubbed a malingerer by his comrades. He sighed quietly. He-man is necessary, he thought unfortunately. After a quick check to be sure there were no witnesses to his imminent transformation, holding up his power sword he exclaimed, "By the power of Greyskull… "

"I. Have… the Power!" came He-man's deeper voice as the transformative energies dispersed. He-man was not unaware of Adam's feelings and had tried his best to portray the young one in the best light possible whenever the other Masters were around. It was not an ideal situation for either of them to be stuck this way, but it was the situation they had been dealt and they had to make the best of it until they had freed all of Eternia from evil.

He-man walked out of the workshop to find his fellow Masters already assembled, waiting on him and the king. He noticed that besides the king, Ram-man was also absent from the courtyard, but he figured that the large warrior was probably just out fishing and couldn't be found at the moment. King Randor walked up only moments later looking like he had been woken up from a nap. "What is this all about, Man-at-Arms?" asked the king, barely suppressing a yawn, but looking attentive and serious all the same.

"During our last encounter with Skeletor we managed to retrieve a stone he was trying to steal." He pointed to where the stone lay on a large rock centered in the middle of the courtyard, and those who had not already seen it crowded around to have a look. It was about the size of a fist and a pure black almost like obsidian that glistened in the sunlight. There were yellow, red, and blue bolts of lightning that flashed through the stone as if trapped inside. "You can tell just by looking that the stone holds power; however, there is no record of it in any text I have nor does The Sorceress have any information about it. She believes it must be very old, possibly even predating our history. Does anyone have knowledge of such a stone?" He waited for an answer that never came and taking that as a no he continued, "I fear it to be very dangerous if it falls into the wrong hands and I believe we should destroy it."

"We do not have any knowledge of its happenings. Destroying it may be the incorrect course of action," stated Sy-klone.

"I have that fear as well, Sy-klone, but I believe leaving it around will only be a temptation for Skeletor to try and retrieve it again." Man-at-Arms had been hoping one of the members of an older species would have some knowledge of the stone that could aide them in their decision of what to do with it. Sy-klone had been the front runner on that list due to his ancestry, but never leaving the island was probably an explanation in and of itself for his lack of knowledge of not only the stone, but the rest of the outside world as well. It was worth a shot, but a hopeless venture as I feared.

"I will destroy it. My power sword has been able to absorb the energy of such artifacts in the past," said He-man. He walked up to the stone before anyone could protest and swung down at it with his sword. At first contact the stone exploded outward with an energy barrier rising up and throwing everyone backwards several tens of meters. A cloud of black mist now surrounded the area where the stone had been, blowing lightly in the afternoon breeze, but not seeming to diffuse or disappear. Man-at-Arms used one of his attachments to blow it toward the far side of the courtyard where no one would accidently breath it in.

Rising, most of the Masters started edging closer noting the destruction to the turf that the explosion had caused. He-man could see a small figure hoping down from the rock, and immediately went into a defensive crouch as did the others. Man-at-Arms finally cleared the mist fully and He-man could tell the being was a petit female.

Her head was down but a necklace that was a tiny duplicate of the stone they had just destroyed hung about her neck. He could see nothing of her face, but she had long wavy black hair with streaks of cerulean blue in it and the tips of pointy ears were visible. Her skin was a glittery, semi-translucent white almost as if made of ice, and she was lean but shapely. Her breasts were large and packed into a black corset that was cut at the bottom of the chest to have movement and frame her toned stomach. The female's shoulders were bare, but long black gloves with silver buckles covered the rest of her arms and ended on the palms allowing the fingers to be free. She wore a small blue and black pleated skirt that hugged her hips tightly, but was free-flowing lower down where it cut across her mid-thigh. The outfit was finished with knee high black boots that had buckles of silver matching the gloves.

She stood there wiggling her fingers, inspecting them as if they were brand new to her. She ran her hands down her stomach and along her hemlines, seemingly reacquainting herself with her own physique. Her hands moved to gently touch her face, and then she slowly stroked fingers through her long hair where she turned the tips upward to survey them. The whole display gave the impression that she had been locked away probably in some kind of incorporeal state, and for quite a long time.

When the girl finally looked up, she showed a face that was not traditional but breathtakingly beautiful nonetheless. She had sharp, high cheekbones and a pointed chin that made her face angular, but it was still soft due to the vibrant skin. Her full blood red lips were held in an emotionless line that conveyed none of her intent at the moment. Hair fell in front of her face on one side covering it from view, but the one eye that was visible was not expected and partially ruined her beauty. It was a black orb that showed no white and no pupil, but the same bolts of color that shot through the stone.

Teela, who had briefly stared at the girl, looked around and noticed all of the men gazing at her with unwavering concentration. They almost appeared as if they had no control over it and she immediately felt threatened by this development. She returned her gaze to the newcomer, who cocked her head to the side as if contemplating them all and simply stared.

I know, I know. Anime-ish OC, but don't fret; her beauty is essential to the plot line. She will NOT be a Mary Sue. Trust me.