Written and posted by Portrait of a Scribe on 6-20-09.

Please note that this is a writing exercise inspired by a random thought that I had after seeing the episode, "The Power of Grayskull". I saw King Grayskull, and then Veena walked up to him, and my first thought was "Holy shit, Veena really married a mountain of a man!" My second thought was that "Hey, it's He-Man and the Sorceress!", and my third thought was rather uncouth, and I will not recount it here. But from that first thought sprang this idea.

I was unable to decide, at first, whose point of view I should write it from. Then it hit me, and I wrote it out. I think it turned out to be one of my better shortfics.

Enjoy.

Disclaimer: I own Masters of the Universe no more than I own the birds of the sky or the fish of the sea. I own that franchise's characters less than I own the beasts of the land or the vacuum of space.

An Insider's Account
by Portrait of a Scribe.
Written in approximately 20 minutes.
Posted: 2009-6-20.

My first thoughts, upon seeing my old friend standing beside her new husband at the coronation ceremony, were that Veena had married a mountain.

But I am getting ahead of myself.

My name is Count Vladrius Temorus Marzo the Third of Lightrus Province and Barony LeAquitaine, located in the southern reaches of the Fertile Plains. I am the son of Count Marus Senilius Marzo the Second and his first wife, Baroness Claudia Voria Melandra Diego of Barony LeAquitaine. I have black hair to rival the finest of silks, skin that is lightly tanned from training in the martial arts, and black eyes that I am told are the envy of men and the bane of women. I stand somewhere in the area of six and a quarter feet tall, have broad shoulders, and am heavily muscled from military training.

So, naturally, one would assume that I would be easy to fall for, no?

Wrong. I am still single.

My best friend growing up was a girl named Veena del Valesca, the daughter of the region's duke. Her auburn hair and sapphire eyes, as well as her kind and gentle nature, made her the duchy's darling. From her mother, a woman from Avion, she inherited magical powers, as well as a pair of wings that grew out of her lower back. In time, she learned how to turn into a beautiful falcon, among other things, and this became her chief and choice mode of transport.

We met when I was seven and she was three, and, after an initial rocky start, were inseparable for years.

When I was twelve, we had a huge argument that led to Veena being brought to her mother's home in Avion for cultural tutoring; I stayed at home in Barony LeAquitaine. By that time, my mother had died and my father had remarried. His new wife was a kind woman, but her son was an evil man who had several years on me in terms of our relative ages. I spent as little time as possible with them, though I loved my father and stepmother dearly, and eventually retreated into solitude, sequestered at my mother's family estates.

I was sixteen when I first discovered my magical powers, which could be amplified through the use of gemstones, not the least of which was the ruby. In a ruby, I could store magical energies to draw upon later, and it also lent the element of fire to anything that I may conjure. I threw myself into my studies, working feverishly to better my understanding of the arcane arts.

I was nineteen when my father put me into the training program for the royal guards. The old high king was nearing the end of his years, and as such, a new regiment of guards would soon be needed to protect the heir apparent, the then-Crown Prince Allan Promethius Grayskull, as well as whichever girl would eventually become his queen. I trained hard, rising to the top of my class. However, by this time, my magical studies had made me slightly obsessive; I was deemed mentally unfit for the duties that I would have to undertake.

I was twenty-five when I received the notice that the old high king Grayskull had died, and that his son's coronation was to take place one month after the date. My own father had passed away by that time, so I, as his heir and the current Count of Lightus Province and Barony LeAquitaine, made the appropriate preparations to travel to the capital, located northwest of my lands. I made the trip in time to see my childhood friend, Veena, marry the new King Grayskull. They were crowned King and Queen of Eternia while I was still stunned from the revelation.

Again I say that my first thoughts at the coronation were that Veena had married a mountain.

Six years later, the Snake Men attacked, sweeping in from the east and the south to pillage and plunder. I, at age thirty-one, did the best I could to defend my home; my magic became something to be feared amongst the reptilian menace. It was at that time that King Grayskull defeated them and their leader, King Hiss, and sealed them away.

Now, allow me to make something clear: I did not hate or even oppose King Grayskull. He was a kind and just ruler, and a good friend of mine through his wife, Veena. However, I was the spokesperson for the council of nobility that had formed up, which often put me, however unwillingly, at odds with my friends. A major reoccurring issue was the lack of an heir to the throne. They kept saying that they were not ready to be parents, yet. I maintained that they needed a child to continue the king's bloodline should he fall in battle. I did not wish his death, but I was a man of foresight, able to see potential problems before they grew... well, problematic... and take necessary steps to prevent them. Most of the time, this meant that I had to play the devil's advocate. I had many arguments with Veena on the subjects that cropped up, and the subject of an heir was one of the most frequent and hated.

The Horde invaded a year later. I was aged thirty-two, and had been called to the southern reaches of Lightus Province to help stem an insurrection. I was unable to go northwest to the capital and lend King Grayskull and Veena my aid and protection as I should have been. As such, I felt that King Grayskull's death was due in large part to my own inadequacy. When I later visited Veena at the castle, after her husband's death, I lamented first the loss of the king, and then the loss of his bloodline. After all, his father had been as kind and just a king as Grayskull had been. I had supposed that it was hereditary.

Veena had refused to speak to me for years after that, and never left the castle. In that time, the Council of Elders were instated as the rulers of Eternia, and construction began on the Hall of Wisdom. For my part, I resented the Elders and what they represented, for they had replaced my friend and taken over his station. I believed that none could do a better job than King Grayskull.

Seven years passed.

Around that time was when I discovered that I had stopped aging. My hair, though still mostly black, had a few streaks of gray in it, and I had one or two noticeable lines on my face. However, I still looked much younger than I should have, being that I was thirty-nine years of age and had dealt with battle and the arcane for most of my life. I did some research.

My results nearly drove me mad.

The studies I had undertaken in my youth had granted me great power, but that power had come at a price: my mortality. I would be forced to linger as my friends and family died off, always watching from above, from the sidelines. Eventually, this realization led me to hand over the control of my mother's Barony and my father's province to the very people I so despised: the Council of Elders. They cared for it well, and I saw that the lands prospered under their rule.

I abandoned them in my grief.

Instead of ruling, I traveled far and wide, visiting the northernmost peaks of the Ice Mountains, using my magic to explore the deepest depths of the Ocean of Gnarl. I drifted in the Sands of Time, got lost in the Sands of Fire, swung on the creepers of the Vine Jungle, and slept under the pines of the Evergreen Forest. Many years passed.

Chronologically, I was sixty-three when I finally returned to the Fertile Southern Plains, to find that my former homes had become thriving epicenters for knowledge and the arts, and this inspired me to take up the mantle of scholar once again. The earlier obsessions that had been observed by my mentors in the Royal Guard asserted themselves once again; I did not eat or sleep for days on end, driven by my thirst for knowledge and power. I wanted to be able to defend my home if such evil as the Horde or the Snake Men ever came again. Before I knew it, another decade had flown by.

However, somewhere along the way my ambitions had changed, my thoughts had become bitter, and my memories had been tainted by the desire for power. I no longer desired to protect, I desired to conquer. I somehow fooled myself into thinking that Veena had loved me, not Grayskull; that he had not been the brother of my heart that he was, but had rather been a rival for the love of a beautiful queen. I decided that I wanted to rule Eternia... but that I would have to wait, to observe, to gather power.

So I did. I waited for eight-hundred and fifty-six years before making my move.

I advanced steadily upon the Hall of Wisdom, decimating the forces who opposed me, conquering, devastating, leaving death and blood in my wake. I was unstoppable... until that wretch, Captain Miro, showed up with his army to defend the Hall of Wisdom.

I was defeated.

The Elders sentenced me to wander in the body of an old man. They took my amulet of power from me, and with it, all of my magical abilities. I was put into a prison cell the night before they transformed me.

That night was one that I shall never forget.

I was sitting upon the cot, meditating, when there came a rustle of wings from my windowsill. I looked over, and, lo and behold, there was perched a beautiful falcon with wings tipped in black and sharp, sapphire eyes that measured my every motion. We gazed at each other for a long time before the falcon fluttered into the room.

With a bright flash of light, the bird transformed into the figure of my childhood friend.

Veena was more voluptuous than I remembered, but her muscles were still well-toned. Her hair was nearly white, and her eyes were tired, but she looked upon me with pity as she asked me why I had turned down such a terrible road. When I told her my reasons, she shook her head with sadness, sat down upon the windowsill, and apprised me of the events of her life, starting from when we had last parted ways nearly nine-hundred years before.

It seemed that the royal bloodline had not died out with King Grayskull. Three months after that fateful day, Veena had discovered her pregnancy. Still grieving, she had been overjoyed at the thought that she could still have a piece of her husband. She had given birth to a son who had Grayskull's blond hair and her own sapphire eyes. She had raised him in the castle until he was three, when he was sent to live in the Hall of Wisdom, to learn to lead. However, that son had never risen to a position of power. He had met a farmer's daughter, married her. Together, they had had two children, a son and a daughter. The son had continued to farm. When the daughter had been discovered to have magical powers, she had been brought to Veena for training. That girl had eventually married, and her daughter had married, and so on. The lines had eventually become completely separate but for their common ancestors.

Veena's grandson had been a farmer, and so on, as well, until two generations before the current time, when one of the children had enlisted in the military. That son had risen to the rank of general, and his son had followed in his footsteps. That son's son was Miro, who was the captain who had defeated me. He had a son named Randor, who, at the time of my defeat, was a boy growing up on his grandfather's farm.

Needless to say, I was amazed at first. Then I became angered, and eventually my anger manifested itself in harsh words and violent actions that drove Veena to seek escape from my prison cell. She had looked at me sadly before transforming into her falcon form and vanishing out of the barred window.

I never saw her again.

The next day, I was turned into an ugly, hunched old man to serve out my punishment. Obsessed with finding my amulet of power, I traveled far and wide, questing for it, determined to find it and reclaim what I viewed as rightfully mine. Years later, I learned that Veena had died in the confines of Castle Grayskull, and that King Grayskull's descendant, Randor, had been named king by the Council of Elders. When the kingdom was in the early stages of rebuilding itself, I returned to the Fertile Southern Plains.

I was just in time to witness the announcement ceremony of the royal couple's twin children: Prince Adam and Princess Adora. I sneered, thinking that none of them were worthy of the power that they had been handed. I renewed my vow then and there to regain my amulet and take the throne for my own.

Later that year, there was a massive storm in the Evergreen Forest. I found a young boy lost in the woods, and saved his life. He never liked me, but I had my uses for him, and he did as he was told. Philip was his name.

When I later heard that Adora had been kidnapped by a sorceress and that nobody could find her anywhere, I inwardly rejoiced. After all, one less royal meant one less obstacle to stand in the way of my dominion.

I began traveling again.

Years passed, and I gradually found myself drifting back to the Fertile Southern Plains once more. By that time, I had pinpointed the location of my power amulet, but in my current, weak form I was unable to retrieve it.

It was then that I met that fool, Mekanek. Using the honeyed tongue that I had acquired long before from my life as a courtier, I tricked him into getting my amulet for me. When he returned and handed it over, I was so giddy that I simply walked away from him, and did not even hear his demands for me to keep my promise to return his son to him.

I used my amulet to restore my power and return myself to my previous form. Then, transforming my pets back to their original bodies, we assaulted the relatively defenseless palace at Eternos. Really, it was too easy. The king and queen barely put up a fight, and within minutes, the battle was over, and I was the sovereign of Eternia.

It was a short-lived victory.

That imbecile, Mekanek, used his extending neck to keep above the fumes emitted by my pets, and managed to defeat me with the help of a kilt-clad barbarian who strongly resembled King Grayskull. Vanquished, I fled into the Sands of Time, and eventually came upon the oasis that I had previously set up a base at, where I took shelter for a time. It was there that I had left the boy, Philip. Mekanek and that accursed barbarian followed me, and not only did I lose my amulet in the ensuing battle, but I was transformed back to the state of an old man. They also took my servant, Philip, back.

Needless to say, I was incensed. I plotted and schemed for weeks, nay, months, to obtain my revenge.

When the call came from Skeletor that he was gathering his forces for an assault on those blasted Masters of the Universe and Castle Grayskull, I willingly stepped up to the task. He had recovered my amulet, and gave it to me in exchange for my help.

We failed, but not before we had nearly conquered the castle.

I was imprisoned again and left to wander once more, until Skeletor's most powerful lieutenant, Evil-Lyn, contacted me. She wanted my help to release Hordak from Despondos. In return, she would return my amulet to me. I agreed, if only to regain my powers.

We failed once more.

Now, I have resigned myself to waiting once more, biding my time until Eternia is weakened sufficiently for my takeover. Until that time, I dwell upon my thoughts, my past, my loves, my hates, and my identity.

I am Count Marzo.

This is my story.

And we're done!

A new spin on Count Marzo's origins, as his backstory is really only mentioned in relation to the current series. Neither the 1980s version nor the 2002 version go into any detail as to where he comes from, what his early life was like, or how old he is. I saw the episode "Mekanek's Lament" and thought, 'Hey, Marzo doesn't look like he's aged a day since he tried to take down the Hall of Wisdom'. It makes sense to me that his amount of magic could slow or even halt the aging process. Thus the timeline.

Hope this story isn't too radical for you purists out there. I tried to incorporate some elements of the 1980s version in, but most of this fic is from the 2002 cartoon.

Hope you liked it.