Chapter III: The Age of Power and Honor


The Cult of the Shadow, Count Marzo's Reign of Terror, The Apprenticeship of Keldor, the Ascension of Randor, and The Birth of Skeletor

While Masque's Shokoti cult was gaining steam another was already in Power, The Cult of the Shadow. The Shadow Cult was headed by a mysterious being named Shadow Weaver who served as High Priestess.

Shadow Weaver was once known as Lightspinner, and was considered the fairest being in all of Eternia. Her family was renowned for its magic and had served the Elder's for years. One day the young Lightspinner fell in love and had a daughter whom they named Castaspella. Lightspinner thought that she was the luckiest being in Eternia, but when her husband ran off with her daughter her world would collapse. Her husband was an exiled Etherian Honor Guard; Catra exiled him when he tried to kill her. He thought that he would remain on Eternia forever, but when he received word that the Great Rebellion was looking for Honor Guards to serve them, he took his daughter and left for Etheria. All he left for his wife was a note that said, "I have to go away I can't tell you where." this news broke Lightspinner's heart. After that, she was never the same again.

Over the next years, Lightspinner would use her powers to try to find her daughter. She would search galaxies and dimensions in hopes of finding her daughter. Little did she know that her daughter was on Eternia's sister planet. This ignorance would prove costly.

One day, when searching the dimensions, she managed to establish contact with Hordak in Despondos. The Dark Warlord sensed Lightspinner's emotional fragility and told her that if she would worship him, he would give her anything she wanted. Lightspinner, thinking that she could use this new power to aid her in finding her daughter, agreed.

Hordak used his magic to transform Lightspinner into his High Priestess. The sadness in her heart was replaced by malice; the goodness in her soul was warped into the undying will to serve the evil of Hordak; and her beauty that made her loved by many was replaced with a disfigured and marred face. Lightspinner had become Shadow Weaver, the High Priestess of Hordak's cult of the Shadow.

The cult believed that Hordak was the First One, the being created before all others. According to their belief, King Grayskull (who they believed was a demon) imprisoned Hordak in Despondos to prevent him from giving the people of Eternia the gnosis necessary to become gods. In order to get this "knowledge" the Shadow cult decided to seek to free Hordak and obtain the gnosis.

The Ancient Sanctuary in the Fright Zone, which had been used by Hordak to commune with Horde Prime, was now used by the Cult of the Shadow to commune with Hordak in Despondos. Using the same magic that Hordak used when he needed to talk to Prime was used by Shadow Weaver to invoke Hordak and divine answers from him. Only Shadow Weaver was allowed to invoke Hordak, even though everyone in the cult learned the method she was the only one allowed to perform the ceremony.

Shadow Weaver's main task, as high priestess was to train apprentices to carry out the process necessary to free Hordak. The list of apprentices is a rogue's gallery. Some apprentices would actually 'leave' the cult and follow their destinies; an example of this is Count Marzo.

Marzo was the cousin of Captain Miro's brother, Lt. Ralton. Marzo was destined to be a soldier too, until he began to go insane. One day Marzo started to believe he was a nobleman and ordered everyone to call him "Count" Marzo. He soon became violent, and the Elders ordered Marzo to be incarcerated. Marzo was committed to an asylum where he was supposed to be locked up for life. Alas, that was not the case.

One night, while he was sleeping, Shadow Weaver came to Marzo in a dream. She told him that the key to getting power was serving Hordak. Marzo was intrigued and took the high priestess up on her offer. Shadow Weaver then freed the "count."

Marzo was one of the best apprentices she ever trained, but his insanity soon got worse. He now believed that he was the "First One" and demanded that Shadow Weaver worship him. She refused and Marzo left the cult forever. Before he left, he stole The Amulet of Power, a stone with incredible power, from the eye of a statue of Hordak.

Marzo would terrorize Eternia for five years, destroying any town that would not pay him tribute and worship him. Finally, Captain Miro was able to capture Marzo and bring him before the Elders. He was exiled to the island of Despair in the form of an old man. The Amulet of Power was cast to Sands of Fire, where for the time being it would remain.

While Marzo was known throughout Eternia, one apprentice would soon outshine the rest, Keldor. He was the son of Captain Miro and the brother of Randor. Keldor was the black sheep of Miro's family. Miro's wife Rebecca had died giving birth to Keldor and left Miro all alone to raise the boys. Randor studied to become a soldier like his father and also being the oldest was heir to his father's title and land. Keldor on the other hand was more enigmatic; he would spend hours locked up in his room studying the ancient works of the Gnostics and other sorcerers hoping to gain the same power they had.

One day, Miro had received a reward of 500,000 Eternian gold coins for capturing Marzo. Miro decided to give the money to whatever son could put it to good use. Keldor told his father, that he would open a school for Sorcerers, saying they could "help out during times of war. " Randor, however, suggested that the money be put in a fund to be used in times of disaster. Miro decided that Randor should receive the money. This made Keldor jealous, not only was Randor getting the money, but also his own father ridiculed his idea.

Keldor ran away from home, he earned his living by stealing and became a master pickpocket. His little knowledge of Magic would help him survive through the years. However, an event that would lead him down the path of destruction was about to begin.

A few weeks after Keldor's departure Miro died, the official records simply say natural causes, but legend has it he died of a broken heart. His last words were said to be "Tell Keldor that I love him." Randor was the only blood relative that attended the funeral. Lt. Ralton, Miro's only brother had died during Marzo's Reign of Terror trying to protect a village, and Keldor had run off choosing a life of crime instead of a family. He was buried in the Mausoleum of Heroism outside of Eternos, the capital of Eternia.

One day when trying to evade some guards, Keldor ran into the mysterious Shadow Weaver. The high priestess was impressed by Keldor's knowledge of Magic and asked him if he would like to be an apprentice in the Cult of the Shadow. Keldor had heard of the cult and was aware of its great power; he agreed and left with Shadow Weaver to Hordak's Sanctuary. There, Weaver presented Keldor to her master, Hordak. The Dark Warlord accepted him into the cult.

Keldor spent years training in the ways of Hordak and soon became an adept Sorcerer. However, power does not come with out its price, one day while experimenting with a potion said to make a person as 'wise as a god' he decided to try it out. The potion made his skin turn blue and augmented his thirst for power, which was ever-present in his mind even before this accident. It was at this moment that the beginning of the end of Keldor would start.

After years of training as an apprentice, Keldor left the cult to pursue his own destiny. He began to hire thugs and warriors to do his bidding, among his first minions were the thief Kronis, the Swordsman and inventor Tri-Klops, and the Leaders of the Beastmen and Mermen. They set up base in the Dark Hemisphere and chose Snake Mountain as their headquarters.

One of the first independent acts Keldor did was to steal the Orb of Agony, the same one that was created by Horde Prime. However Keldor was too late, a young enchantress named Lyn already stole it.

She had stolen it for her father, Ertum the Great, a student of Hordak. Ertum, although not a member of the Cult of the Shadow or The Evil Horde, was interested in this most mysterious being. He had spent years learning all he can about the being who was once called Ralabad the Wise. One day while looking in an ancient book about the Etherian Magi, he came across a cryptic reference to the "Orb of Agony" and its link to the Horde. He ordered his daughter, Lyn, to steal it for him. However when Lyn beheld the blue-skinned Sorcerer, Keldor, she fell in love with him. She proposed an alliance with him and when the former apprentice of Hordak agreed, she gave him the Orb as a gift.

All of the events were drops in the bucket of time compared to Keldor's greatest achievement, the entering of the Hall of Wisdom. He had spent years studying the Hall and trying to find weaknesses. He knew once he got in and gained the power of the Elders all of Eternia would be his for the taking. Finally, after years of planning the time of the attack was at hand. Keldor gathered his minions and began to advance on the Hall of Wisdom. What Keldor didn't know was that his brother Randor had spotted him and was on his way to warn the Elders.

Before the attack, the Elders of Grayskull had called Captain Randor to the Hall of Wisdom. When he got there, Randor warned the Elders that his brother's forces were advancing on the Hall of Wisdom and they should evacuate. The Elders were not worried and told Randor that he was to be the next King of Eternia, the last time a king ruled the Planet was during the time of the god-king Grayskull, but since then the Elders had ruled. Randor did not believe it. He would have no time to get more answers, because at that moment Keldor attacked.

The two brothers met face-to-face for the first time in years. Keldor was bent on revenge, revenge for taking the money foran idea that should have been his, and for being left out of the family fortune. The two soon drew swords and fought, Randor was able to defeat Keldor, but Keldor still had one ace up his sleeve. He removed from his armor a vial of Etheramic Acid; a chemical created from the deadly mineral Etheramite, and threw it at Randor. Randor deflected the acid with his shield. The acid splashed back on Keldor, wounded and defeated Keldor retreated.

When Randor was sure that all of Keldor's forces were gone, he checked to see if the Elders were okay. He was shocked to find that the Elders had vanished; they had turned themselves into an orb of energy and hid in the source of their power, Castle Grayskull. All that remained was a falcon, the bird spoke telepathically to Randor and told him that a time of peace would come, but that evil would return and a hero would emerge to defend Eternia. Randor asked how he would know this hero; the falcon gave him no answer.

Randor was unsure about all that happened, he thought maybe the Elders were wrong about him being king; after all, he was only the son of a soldier, as far as he had known there was no royal blood in his family. Just to be sure, he went to the great library of Eternos to study the matter. What he found out amazed him, not only did he have royal blood; he had the blood of gods in him, for his was the bloodline of Grayskull, the same one that was said to contain great power. Randor now had the confidence to Rule Eternia. He vowed that he and is wife Marlena, whom he had just married, would rule Eternia with justice.

Miles away, Keldor was heading back to the Dark Hemisphere. He was dying, the acid had not only burned his face but it was also in his bloodstream and if he could not cure himself, he would die.

When he arrived in the Dark Hemisphere, he and Evil-Lyn headed for the Sanctuary of Hordak. There he pleaded with the ancient warlord to save him so he could continue his conquests. Hordak agreed but told Keldor that he would have to pay a price, Keldor agreed. Hordak used his Magic to transform Keldor his body was mutated. His body was changed so his bones could be seen under his skin; his armor was changed to a skeletal motif, and the most horrific change of all, his head was transformed into a floating skull. He was no longer Keldor, the brother of Randor; he was now the Overlord of Evil and Lord of Destruction- Skeletor!

Meanwhile, The Sorceress of Grayskull, heiress to Queen Veena's powers, fearing that Keldor's forces would return constructed with a help of Randor's Man-At-Arms, Duncan, a magical barrier called the Mystic Wall.


The Great Unrest and The Kidnapping of Adora

During his imprisonment in the Dark Hemisphere, tensions began to mount amongst Skeletor's ranks. Kronis tried to revolt against Skeletor. He had amassed an army and was prepared to fight, but Skeletor single handedly decimated Kronis's army. The thief himself was badly injured; Skeletor had melted his face causing it to turn green and cut off his arm and lower jaw.

Kronis would not give up however, but his resolution was taken by Skeletor as surrender. The Overlord of Evil took Kronis back to Snake Mountain, where Tri-Klops operated on him. He was given a mechanical arm and jaw, and thus was born the mechanical menace known as Trap-Jaw.

Even those who were thought to be loyal to him began to turn against him. His own lover Evil-Lyn had begun to plot her master's downfall. It all began when he became Skeletor, Skeletor was more concerned with power and ruling Eternia than love, at least Keldor still had something of a heart- Skeletor was a heartless demon. That thirst for power rubbed off on her, her overthrow began to become more about power than a spurned lover. However, unlike Kronis, she had neither the resources nor skills to overthrow Skeletor so her plans would remain on the backburner for years.

On the Light Hemisphere, peace was far from reality. Local Warlords began to faction into two groups: those that would support Hordak and try to set him free and those who would not ally with Hordak and would rather have the status quo. This period of Chaos and war is known as the Great Unrest.

Some historians call this time the 'crucible of modern Eternian history;' since during this time many notable events would occur. It was in the early years of the Great Unrest that Teela'na, the Sorceress of Castle Grayskull, left the Castle for a vacation and came to the village of Palezia. The village was one of the only few that the Pro-Horde warlords did not raid that was about to change. A young delinquent named Odyiphus told a Pro-Horde Warlord about the weapons that his village had stored away.

The warlord almost succeeded had it not been for the young Sorceress, who bravely fought and defeated the warlord. The people of Palezia remember how the young woman stood up to the Pro-Hordak Warlord and saved their village from destruction to this day.

After the battle, the Sorceress fell in love and married a young wounded soldier, who was recovering from amnesia. They had a daughter, Teela but before the Sorceress could tell her husband the good news, he had vanished. Historians are still at a loss at trying to figure out who the young soldier was, although some say it was Randor's Man-At-Arms, Duncan and others say it was Duncan's brother, Fisto.

Another important battle was the siege of Zolacia. The Pro-Horde warlords had gained much territory, but they still weren't close to their goal, the freeing of Hordak. They knew that one of Hordak's old students, Ertum the Great lived there. Years ago, he created the Ram Stone, a mystical object that could breach any wall. He had shown the object to Shadow Weaver. She was pleased at what this would be apprentice had done and asked if she could use it, Ertum agreed.

When Ertum saw the damage Shadow Weaver had done to a village she unleashed it on, he recanted his loyalty to Hordak. He fled to his hometown of Zolacia and sought to right the wrongs he had done while serving Hordak.

Now, The Pro-Hordak warlords sought to capture Ertum and the Ram Stone in order to use them to free Hordak from his limbo. Before they could reach their goal, however, Randor's forces led by Royal Man-At-Arms Duncan, and his older brother Fisto stopped them. While the Battle was going on, one warlord managed to breach the temple, there he sought to capture Ertum, but was stopped by Fisto. The two battled until the warlord managed to knock out Fisto. The young warrior was suffered from amnesia due to the blow and disappeared; his disappearance has caused him to be estranged from his brother, Duncan to this day.

With Fisto gone, the Warlord managed to find Ertum. The sorcerer managed to defend himself and tried to defeat the warlord by using a spell of destruction on him. The Warlord managed to deflect back at the sorcerer; the spell totally destroyed his face, only a gaping hold remained. The warlord then fled the temple. Ertum used his Magic to create a mask to hide the hole. He swore never to leave his temple and to guard the Ram Stone from evil. It is there that he guarded the Ram Stone until its destruction years later as the being called The Faceless One. The battle destroyed Zolacia leaving it in ruins; the Defenders had been successful in driving the Warlords back.

After their defeat, a strange scientist, Dr. Galen Nycroft, contacted the Pro-Hordak Warlords. He wanted them to steal a device from his old partner Dr. Sortech called the Ergon. The device had the potential to supply Eternia with unlimited power. Nycroft wanted to use it as a means of extortion, threatening to turn off power to the planet, if they didn't pay him. Sortech refused, saying that would be immoral and that he wanted the energy to be free for all Eternians. Nycroft left Sortech's lab vowing that one way or another he would obtain the Ergon.

Nycroft and the warlords broke into Sortech's lab and managed to steal the Ergon, but were stopped by Sortech. Soon the two partners were fighting and as they were doing so, the Ergon let out a blast of energy that nearly killed Sortech and mutated Nycroft into Modulok, The beast of a thousand bodies. The warlords managed to take the Ergon and used it to create war machines, but were defeated by Sortech's fellow scientists. Once they retrieved it, they used the Ergon to power a life support system to keep Sortech alive and sent him into space where no one could bother him again.

While these events were pertinent, the most terrible of events was about to take place. Several years before the Great Unrest began, Randor and his wife Marlena had twins, a boy and a girl named Adam and Adora. The two were happy, but soon evil would come upon them.

One of the Pro-Hordak warlords, Prahvus, soon became to believe that he was the 'son' of Hordak. He began to challenge the other warlords for supremacy and soon a war broke out between those who supported Prahvus and those that supported the current leader, Kulph the Aged.

Once in power, Prahvus began to force the other warlords to worship him. One day he received a telepathic message from his 'father.' Hordak told Prahvus to break into the royal palace and kidnap the twins of Randor. Hordak knew that Randor was a descendant of King Grayskull and sought a way to make sure that no one would stand in his conquest ever again. The only two, who could stop Hordak, were the ones who could claim the Swords of Power and Protection. Adam and Adora were the ones to claim the Swords, and Hordak was determined to stop the twins from claiming their destiny.

Prahvus did as Hordak commanded; he snuck into the palace and went to carry out the deed. He was only able to take Adora before the Defenders came to fight him. He left the palace and went to report back to Hordak about the situation.

Hordak was angered that his 'son' failed to take both children, but he knew that even the taking of one child was a victory for him. He ordered Prahvus to take a ship to Etheria and give the child to Catra. What he didn't know was that two unlikely heroes and one evil scientist were also aboard his ship. The Sorceress's sister, Peekablue and the exiled Andreenid princess Sweet Bee stowed aboard in order to rescue Adora, but were thwarted by the third stow away, Modulok. Before the deformed Scientist could bring the two to Prahvus, they managed to find an escape pod and land on Etheria. Although they couldn't save Adora, they vowed to help the Great Rebellion liberate Etheria.

When Prahvus discovered Modulok, he told the scientist his mission was dictated by Hordak. Modulok said that he stowed aboard, because he too wanted to serve the dark warlord. Prahvus told him that he would take him to see Catra. The two finally reached The Fright Zone and sought out Catra. She agreed to raise the child and hire Modulok, with that Prahvus left for parts unknown.

From his prison in Despondos, Hordak cast a spell that created a mental wall around Etheria. If anyone tried to use telepathy to find Adora, they would fail. He was now sure of his victory, when the dark day of his return would come, there would only be one defender to defeat.

Catra treated Adora as if she was her own child and told her that Zed was her brother. Catra trained Adora in the ways of a warrior and the beliefs of the Horde. Catra told her that her father was executed for being a heretic and that is why she has no father. Adora thought of Catra as her own mother and came to believe everything she was told.

She moved up the ranks of the Horde, and at the remarkable age of 12 was made a Force Captain. She unquestionably served the Horde and was considered a model student. It would remain this way for years until she turned 16.


The Breaching of the Mystic Wall, The Birth of He-Man, The Eviction of Snake Mountain, The Third Ophidian War, and The Return of the Evil Horde.

Several decades after the great unrest, Skeletor, found the Corodite Crystal, in the Sea of Rakash. He knew it was the only thing that could breach the Mystic Wall and allow him to continue his conquest of Eternia. Once he was free, he went to reenter the hall of Wisdom only to find that it and the elders had vanished.

Meanwhile, Duncan was contacted by the Sorceress of Grayskull and ordered to take Prince Adam to Castle Grayskull. Man-at-Arms did as she said and took the boy to the seat of his ancestor's kingdom. Little did Duncan know that Orko, the court jester and Adam's pet cat, Cringer followed him to Grayskull.

Once inside The Sorceress told Adam of his destiny, that he was the descendant of the offspring of gods and mortals. That his lineage contained the wisdom of ancient Gnostics whose teachings have long since faded from memory save only to a few and the great power of the heavens that came from his family's supernatural lineage. She said he was destined to take the Power of Grayskull to defend his homeworld. Adam was skeptical, to say the least, and even walked out of the Castle. It wasn't until he saw that Skeletor had attacked the palace that he knew what he had to do. He went back to the Castle and for the first time since the god-king of Eternia imprisoned Hordak in the netherworld of Despondos the phrase "I HAVE THE POWER!" was heard. Adam had become the most powerful Man in the Universe- He-Man!

He went to defend his home with his new power. He found that Skeletor had captured Randor, the man he blamed for his 'condition' and was about to kill him. It was at that moment that the servant of Hordak and the descendant of the god-king met. From that moment, their destinies were forever linked. He-Man had defeated Skeletor, but Skeletor vowed to win the war. He-Man vowed to stop him

After a few attacks, Skeletor learned where the Elders Power lays, Castle Grayskull, He then vowed that he would enter the castle and take possession of its power. However, every time, He-Man and the Masters of the Universe defeated him.

Skeletor is not the only evil Eternia faces, Count Marzo came back to threaten he Eternia, he tricked the Master, Mekaneck to retrieve his amulet for him, saying he will give Mekaneck greater power if he would fetch the amulet. The heroic warrior fell for it, and did as the evil "count' ordered. Once he got his amulet, he ravaged Eternia and only when He-Man cast the amulet into the Sea of Rakash, was Marzo defeated.

The Snakemen also present a threat peace. Yes, Even though Zodak and the Elders locked them up, there were those who tried to release them.

Kobra Khan, the dethroned king of the Reptileians, decided to free King Hsss and the Snakemen from their prison. Khan was dethroned for suggesting that the Reptileians break the peace treaty with the Elders and become loyal to King Hsss again.

Khan's first order of business was to infiltrate Snake Mountain, the lair of Skeletor. He convinced Skeletor that he was loyal to him, once that was taken care of he went down to the Snake Pit, the location of the void. Khan then used his Snake symbol belt buckle to open the void and free General Rattlor, however before the others could be freed, Zodak found out of Khan's plans and with a reluctant alliance with He-Man resealed the void.

Skeletor learned of the entire incident thanks to his spy, Webstor and punished Kobra Khan who vowed, "King Hsss will rise again!" and with that Khan departed from Snake Mountain.

Months Later, after the Masters locked up all of Skeletor's warriors. Skeletor formed the 'Council of Evil' a group of rogues that included his spy Webstor, Count Marzo, The villainous Evilseed, and three giants. Their plan was that the Masters were fooled to think Eternia was at peace, leaving them to be captured one by one. The plan worked temporally until Mossman and Zodak showed up to rescue them.

What Skeletor didn't know was that Kobra Khan had released his evil warriors. He even showed Evil-Lyn how much Skeletor cared about them: not very much. She then struck a deal with Khan: That if King Hsss would reward her, then she would free him and his Snakemen.

She and Khan, along with General Rattlor broke in to Zodak's hut, and stole his Staff, the 'key' to opening the void. They defeated Zodak (who actually let them take the key) and went to Snake Mountain. Evil-Lyn kept Skeletor busy, who already had his hands full battling the Masters, while Khan and Rattlor journeyed the room where the White Void was located and freed King Hsss and the rest of their brothers.

Thus began the Third Ophidian War. King Hsss first evicted Skeletor and thanks his General, Snake Face, who has the power to turn any being who looks at to stone, was able to defeat the Evil Warriors. He then turned to Skeletor, but due to Lord of Destruction's transformation, can't be turned to stone. King Hsss calls upon his magic to make the floor of Snake Mountain devour Skeletor. With the former residents of Snake Mountain, except for Evil-Lyn, gone he now could set his gaze on Eternia. The only reason he let Lyn live is because she told him she could take him to Grayskull where the Elders' Power lay.

The Masters were too busy fighting with Zodak to notice Hsss's march on Grayskull. It was only when the Most Powerful Man in the Universe and the Cosmic Enforcer stopped fighting that they realized that Grayskull was in danger. They made up, became allies, and went to stop Hsss.

They were too late to stop the Snakemen; King Hsss had already entered the Castle and injected his poison into the Sorceress. While He-Man tended to her, Zodak went after Hsss. The two archenemies fought and only when Zodak called upon the Elders' Power did he managed to defeat King Hsss. Meanwhile He-Man fought King Hsss's generals; he defeated Rattlor and turned Snake Face's power against him. Once Rattlor and Snake Face were taken care of, He-Man went to tend to the Sorceress's' wounds. He called upon the Elders and restored the Sorceress back to health.

Zodak and He-Man emerged from the castle triumphant; King Hsss's body was in Zodak's hands, a trophy from the battle. He-Man brought with him the captured generals, the only Snakemen to be captured during the entire war. Zodak threw Hsss's body into the Abyss of Grayskull, the other Snakes, in an act of devotion and loyalty to their king followed the body down to the Abyss. Zodak and He-Fan became uneasy allies and agreed to help each other out.

Once Hsss was defeated his spell of Snake Mountain was broken, Skeletor emerged from his prison and restored his warriors. He vowed that Evil-Lyn would pay for her betrayal and causing Skeletor to suffer this humiliation.

King Hsss was not dead; he returned and sought once more to conquer Eternia. Knowing that new plans fail, he resorted to some old gems from the second Ophidian War in hopes that He-Man and Zodak would powerless against them.

Back at Snake Mountain Skeletor sought to punish Evil-Lyn for her treason by banishing her to the forsaken realm. She pleaded with her former lover to reconsider, but to no avail. She was saved just in time, thanks to He-Man, who tried to convince her to become good, which she rejected and left. She rescued Skeletor, who decided to let Lyn live. Little that he knew, she was as loyal as a snake. While this drama was unfolding, Hsss sent his two remaining generals, Tung Lashor and Sssqueeze to find the Tablet of the Elders, a stone tablet that has information vital to Hsss's plans. They found in the ruins of the Hall of Wisdom and promptly returned to their Subternian base to give King Hsss their prize.

The tablet told of the Serpent's Ring and where it can be found. He and his men went to where the tablet said the Ring was hidden: the Sea of Rakash. The Masters had learned of Hsss plan and tried to stop him but they were no match for the Snakes. Once Hsss found the Ring, he and his minions departed the Seas. The next step of their journey was the Ophidian Spire. Along the way, King Hsss met up with masters using the Ring's power he transformed Man-At-Arms, Teela, and Mekaneck into Snakemen. He then ascended the steps of Spire to broadcast the spell to all Eternia. He-Man and Orko managed to stop him; Orko restrained Hsss's snakeheads to prevent him from casting the spell, while He-Man threw the Spire to Eternia's sun.

Other threats were brewing at this time. Webstor, one of Skeletor's minions managed steal ambrosia, a mystic food created by the Andreenids to give them power. Skeletor, during the early stages of his war with the Masters had stolen some as well, but was defeated when the ambrosia wore off. Now Webstor was using it to make himself powerful enough to overthrow Skeletor and rule Snake Mountain.

Also at this time Man-At-Arms ran into his estranged brother, Fisto. The two hadn't seen each other since the siege of Zolacia decades ago. The two have not spoken for each other in decades and still bear resentment for each other.

Duncan had little time to walk down memory lane; he and the Masters had to stop Webstor. The evil Spider was now super powered and created an army of baby spiders to take over the mystic mountains. During the battle they trapped by Webstor's 'babies' and to make matter worse his babies are laying eggs as well.

The Masters appeared to be doomed, but Fisto came to rescue them when gets world his brother being in trouble. He uses his giant right hand to create an opening, the strain of doing so is too much and Fisto breaks his hand and faints. Webstor is finally defeated, not by the Masters, but by the Snakemen, King Hsss's and his boys are now super powered.

Now that he is super powered, King Hsss travels to the Temple of Serpos in Subternia. He used his now super powered magic along with the spell on the tablet to unseal the doors that Elders sealed during the Second Ophidian War. Inside he finds the Temple of Serpos, but the Masters of the Universe find out about Hsss' scheme and go to stop him. But they are too late Hsss has the Medallion.

However, what Skeletor, He-Man, Zodak, or King Hsss didn't know was that an evil of great power, one that will eclipse both Skeletor and Hsss in his darkness was about to reemerge.

After being imprisoned for millennia in the dreaded limbo of Despondos, Hordak's dark forces were finally ready to return. He contacted his apprentice, Skeletor and ordered him to go the Sanctuary to free him. But, Skeletor betrayed his master by destroying the Sanctuary, much to the surprise of Evil-Lyn who followed her master there. She then decided to free the Dark Warlord herself. First, she sought out Count Marzo, a former student of Hordak's Shadow Cult. She promised Marzo his magic amulet back that would restore him back to his young self in exchange for freeing the Son of Horde Prime. Marzo told her that the spell must be said at one of Hordak's places of power, the Sanctuary was destroyed but the Well of Darkness would make the perfect substitute.

The Well of Darkness was where Hordak had invoked the Spell of Separation millennia ago, during the first Ophidian War. The spell however proved to be too powerful even for Hordak and the spell was aborted.

Kobra Khan, on a mission to avert the Masters' attention, learns of Evil-Lyn's plot and reports back to Hsss to warn him. The Snake King is enraged at the very sound of Hordak's name. The Snakemen and the Horde are old enemies, King Hsss had lost most of his empire to Hordak during the First Ophidian War, and the very thought of the Horde returning made Hsss mad. Rattlor warns Hsss that the time to free Serpos is at hand. Hsss replies by saying that Hordak is more important than Serpos at the time, if Hordak is set free form Despondos his Horde would decimate the Snake Army and conquer Eternia, a task that is reserved for the Snakemen. He orders his army to march to the well of Darkness to stop Hordak's return.

He-Man also is heading to the well, thinking that Hsss is heading there as part of some plan of his to conquer Eternia.

When they arrive, the spell is beginning and the Portal to Despondos is opening. Just as Hordak is about step out He-Man destroys the Well of Darkness, stopping him yet again from returning. Lyn tells Marzo they will try again, but Marzo snatches amulet form Lyn and teaches her who the real magician is amongst them- him.

After Hordak is stopped from getting out, Hsss then prepares to free Serpos. He and his men march to Snake Mountain.

While He-Man was fighting Serpos, Zodak was fighting Hsss. The battle was tied until Zodak tricked Hsss into eating his own head. The Third Ophidian war was over.

Months after the conflict, Evil-Lyn sought out Hordak's high priestess, Shadow Weaver. She knew that Shadow Weaver would be the one to help her free Hordak from Despondos. She journeyed to the Fright Zone and found the High Priestess, who agreed to help Evil-Lyn free Hordak.

Shadow Weaver gave Evil-Lyn a spell and told her to go to the abyss of Grayskull at midnight to recite. She did as the Priestess commanded and recited the spell, thunder and lightning crackled as she chanted the Words to set the Dark Warlord of Etheria free.

The Sorceress was watching the events as well; she knew that He-Man would be needed but would he be enough to defeat Hordak. She had to take that chance; Hordak was a threat and had to be stopped. She contacted him and told him to come to Grayskull.

Skeletor had sensed the events from Snake Mountain, he knew that the storm that was brewing was magical, its energies were from a dimensional portal that had been opened, and only one dimension could have created such a storm, Despondos. He raced to his Ram Chariot and headed for Grayskull.

Along the way, he ran into He-Man, at first He-Man thought Skeletor was behind this, but Skeletor corrected him. The two enemies arrive at Grayskull at the same time but were too late.

The winds began to howl fiercer the lightning streaked across the darkened sky as a huge vortex opened up. Fierce energies came out of the portal as a tall figure followed by an army whose numbers are legion emerged: The most Evil being ever to set foot on Eternia; The Dark Warlord; The Fallen Magus; The Son of Prime; The Ruthless Leader of the Evil Horde- Hordak and his Horde has been freed!


The Second Horde War, The Final of Defeat of the Snakemen, and The Birth of She-Ra

Evil-Lyn thought she would receive power, but just like what happened when she freed King Hsss, she got nothing. Hordak had told her that she was an apostate by association, she was in the service of the apostate Skeletor and therefore unworthy to receive power. Fearing that Skeletor would punish her for her treason, she ran away and became a freelance mercenary working for whoever would pay her the most money, the abyss of Grayskull was the last time she was ever seen with Skeletor again.

He-Man tried to fight Hordak, the battle lasted only a minute Hordak knocked He-Man out cold. When he woke up, he tried again to attack him, but to the same result. Hordak's power was too much for He-man, just as the Elders feared.

Skeletor then took a crack at Hordak; The Dark Warlord lifted the Overlord of Evil up by his cape and threw him across the Battlefield. Skeletor then tried to blast Hordak with his Havok Staff but the Ruthless Leader deflected it, and used Skeletor's own magic to knock him out.

It was only when Skeletor and He-Man combined their powers that Hordak was defeated. He and his warriors retreated but vowed revenge, especially on the ancestor of Grayskull. He-Man thought that Skeletor might decide to become good after this but Skeletor was born of evil and he will always be evil. He blasted He-Man and left for Snake Mountain.

Back in the Dark Hemisphere, Hordak was busy rebuilding his Empire. His armies were busy rebuilding the Eternian Fright Zone and Hordak already had his sights on his first target Grayskull. He was determined to avenge his defeat that imprisoned him in the accursed prison of Despondos. But, before he could conquer Eternia, he had to destroy his old enemies the Snakemen.

Through his spy, Mantenna, Hordak learned that King Hsss was dead but that General Rattlor was preparing to become the new king of the Snakemen. Hordak ordered his armies to go to Subternia, and exterminate the Snakemen. The battle of Subternia was brief, the Snakemen were wiped out. The Horde had captured the only two high ranking Snakemen to survive the battle, Generals Rattlor and Tung Lashor. Kobra Khan managed to escape from the massacre but was caught by Leech before he could reach the surface. The once monarch of Reptillia was drained of his power by the evil Leech and was killed by a firing squad.

Back at the Eternian Fright Zone Hordak forced Rattlor and Tung Lashor to bow before him and become servants of the Horde. Under the threat of Death, they agreed. While on the surface the two Snakes seemed loyal to Horde Prime, they were actually plotting the downfall of the Horde and how to avenge the death of their brothers in Subternia.

Now that the Snakemen threat was neutralized, Hordak now began to plot the downfall of Eternia and how he could enter Castle Grayskull. He plotted for months calculating every possible way to enter. He decided on a direct attack, he and his armies then marched out to Grayskull.

The Sorceress seeing Hordak's arrival contacted Adam and told him to gather the Masters and come to Grayskull. They took an alternate route to Grayskull and managed to beat Hordak to the castle. When the Horde arrived, Hordak was shocked to see He-Man there. The Battle for Grayskull had begun.

It was fierce, Hordak's armies were winning at first but soon the Masters' spirits cannot be broken. They fought valiantly against the Horde and only when Zodak showed up were the masters able to defeat the Horde. Castle Grayskull was safe once more if only for the time being.

That night during a dream, the Sorceress was able to overcome Hordak's barrier and saw for the first time that Adora was on Etheria. When she woke up she found Zodak in her room, he took her to the Crystal Room of the castle, where she, several Cosmic Enforcers, and the Elders met. They told the Sorceress that the time for the Protector of the Defender to emerge had come. There was one problem, Princess Adora; the one who was to receive the Sword of Protection was on Etheria. She told them that she would send He-Man to retrieve Adora.

Later that day, she summoned Adam and Cringer to Grayskull and told him to leave at once for the planet of Etheria. Adam questioned the Sorceress about the mission; the only thing she told him was that "The Honor of Grayskull is at stake" With that she opened a portal and sent Adam and his pet to Etheria.

When they arrived, they found the planet at war. Catra, the only member of the Horde of not be captured seized the throne from the planet's true rulers, Angellians. Even though she was a millennium old, she looked no older than thirty. This is because of her magic Cat Mask that cannot only turn her into a cat but also makes her as immortal as her master Hordak. Now the natives of Etheria rebel against the Evil Horde in an attempt to liberate the planet.

While on Etheria Adam makes friends with Bow, master archer and captain of the Etherian Honor Guard. He takes Adam to see Queen Angella, the queen of Brightmoon. Adam agrees to help out the Rebellion.

One time on a scouting mission with Angella's daughter, Princess Glimmer, Catra's forces, led by Catra's daughter, Force Captain Adora, captured him. Glimmer manages to escape and warn the rebels of Adam's capture.

Once Adam sees Adora, he receives a message from the Sorceress that this young woman is the reason why she sent Adam to Etheria. He tries to convince her to come to Eternia with him; she refuses and orders that Adam be taken away.

While Adam is in prison, the Rebels are formulating a plan to rescue him. Queen Angella sends Bow and Glimmer to rescue Adam from the Fright Zone. When they arrive, Adam tells them he is going to remain, because he is waiting for someone. Bow tries to convince Adam to leave, but before Adam has time to decide Horde Troopers capture Bow and Glimmer. Everything is lost.

Later that night, Adora has a strange dream. She dreams of a great king and a Castle with "The face of a skull". She sees an old man dressed in ancient garb leap off a tower while the phrase "Cursed! Cursed is the name of Grayskull! Ruined! Ruined is the Honor of Grayskull!" is chanted. She then hears a woman's voice tell her that her destiny is to "restore the Honor of Grayskull" and that she must receive a jeweled sword to "protect herself from evil." She then sees images of Adam holding a strange sword in front of the castle. When she wakes up, Catra's spell over her is broken; she immediately realizes all the evils she's done in the name of the Horde. Then the woman's voice from her dream is heard and tells her that the boy she captured is her brother. She goes to prison and frees Adam and the Rebels. Adam asks her to come to Eternia for a little while, she agrees. Adam holds high his sword and soon a portal opens up, then she and Adam walks through it.

When they step out on the other side, they are in Castle Grayskull where Zodak and the Sorceress greet them. Adora asks why Adam has brought her here. The Sorceress explains to her that she is the long lost daughter of King Randor and Queen Marlena. The Warlord Prahvus on orders from Hordak stole her from them. She was taken to Etheria where Catra raised her until Adam rescued her. The Sorceress also told Adora the story of the Honor of Grayskull and how only a female warrior who fell and was then redeemed could restore the Grayskull's Honor.

Zodak tells Adora that she is that warrior. He hands Adora the Sword of Protection, a beautiful weapon that is nearly identical to the Sword of Power except that it has a jewel in the center. Reluctantly, she takes the sword from Zodak, who tells her to hold it high in the air and invoke it by saying "For the Honor of Grayskull." Adora does so and she is instantly hidden from view by a blinding white light, from the light they hear a voice proclaim, "I AM SHE-RA!" When the light fades away they see Adora has transformed into the Protector of the Defender of Grayskull; The Restorer of the Honor of Grayskull; the hope of oppressed people everywhere; The Princess of Power; The Most Powerful Woman in the Universe- She-Ra! At long last, Eternia has both defenders of Grayskull and Hordak would be no match for them.

The Sorceress then gives out a whistle and a white horse appears. The Sorceress tells She-Ra that the horse's name is Spirit and he will be her constant companion. She-Ra goes over to pet Spirit, only to discover the Sword of Protection is glowing. The Sorceress tells She-Ra to point the sword at Spirit and suddenly the same light that hid Adora from view when she transformed into She-Ra hides Spirit, when the light vanishes everyone sees that Spirit as been transformed into the graceful Swift Wind.

The Sorceress tells She-Ra that Adam has the same power to transform. She looks at Adam as he draws forth the Sword of Power and chants "BY THE POWER OF GRAYSKULL!" lightning surrounds Adam and Cringer as they transform into the Most Powerful Man in the Universe and the Heroic fighting Tiger: He-Man and Battle Cat.

The Sorceress warns Adora not tell anyone that she is She-Ra and that Adam is He-Man. She then informs them "Hordak is marching to Grayskull; he seeks his revenge on your bloodline for his defeat millennia ago." The two left Grayskull, She-Ra on Swift Wind and He-Man on Battle Cat, to battle the Evil Horde.


The Battle of Grayskull

Meanwhile, Skeletor learns of Hordak's attack on Grayskull and marches out to meet his "master." He gathers his forces along with a large army of Skeletroops (The Skeleton warriors) and leaves for Grayskull.

While Skeletor is marching to Grayskull, He-Man and She-Ra go to summon the Masters for battle. He-Man introduces the Masters to the Princess of Power and warns them of Hordak's plan. They leave to go fight Hordak at the Battle of Grayskull.

When they arrive, they not only see Hordak's forces, but Skeletor's forces as well converging towards the Castle. The battle lines are drawn and the battle begins.

The battle was fierce, the Masters were outnumbered but they persevered, while the Masters took care of Skeletor, He-Man and She-Ra dealt with their ancestor's nemesis. Hordak's magic was at first winning, but then the spirit of King Grayskull filled their minds and discovered the key to defeating Hordak.

She-Ra held up her sword and a blinding light shone from the jewel in the center of the blade. Hordak was stunned by it, which gave He-Man the chance to sneak upon Hordak and severed his left arm and stab him in the chest.

Mortally wounded, Hordak ordered his men to retreat to Etheria. Even though, they were victorious the Masters forces were decimated. The light had blinded Mantenna, and Leech and Grizzlor had to carry Mantenna to the portal. Hordak vowed to return, opened a portal, and left for Etheria.

Meanwhile, after the battle, Adam shows Adora to her true family. Randor and Marlena are overjoyed to see their daughter safe and sound. Adora tells them however that she can't stay on Eternia; she's going back to Etheria to stop the Horde. Even though the king and queen are saddened by this, they understand why. The embrace one another and Adam Takes her back to Grayskull.

When they arrive at the Castle, Adora tells the Sorceress of her intention. She tells her that she has to go after Hordak; she feels that even though she was born on Eternia, her home is Etheria and just as Adam must protect his home so she must protect hers. The Sorceress is saddened but knows that this is something Adora feels obligated to do. She opens a portal to Etheria and after saying good-bye to her brother, leaves for her adopted homeworld.


The Rebirth of Hordak, The New and Improved Evil Horde, She-Ra on Etheria

Back on Etheria, Hordak and his men arrive at the Fright Zone on Etheria. Mortally wounded, his generals, Leech and Grizzlor, take him to Modulok. The evil scientist gives Hordak a robotic arm and suit of Biomechanical Armor. Hordak is now reborn.

Now that he is healed, he marched to the throne room of Catra and forced her to abdicate. At first, she doesn't, but when Hordak threatened her with death if she didn't, she acquiesced. Hordak was once again the Leader of the Horde on Etheria after being banished millennia ago by the Magi. His Horde is now larger than before thanks to Scorpia, Modulok, Catra, and Prince Zed. They are now more powerful than when it was when Hordak first tried to conquer the planet.

What Hordak didn't know was that She-Ra had followed him to Etheria. She had joined with the Rebels and helped them fight against Hordak. Many of these adventures led her to cross paths with her brother, like the time the evil, Lord Masque returned to release his goddess, Shokoti, from Despondos. On another adventure she fell in love with the pirate Seahawk, although they never really got together because neither one of them knew what to say to each other. But He-Man and She-Ra's greatest adventure is yet to come.