The Horde forces began massing during the night. Dawn found Adam watching grimly at the view screen as Destructo tanks and flyers came towards Grayskull. He counted three dozen tanks and at least two dozen flyers. The foot soldiers numbered well over three hundred, and they were led by the ten Syriaks, Catra, Evil-Lyn, and Tri-Clops.

"What's your status, Man-at-Arms?" he asked into his communicator.

"Horde Prime's flag ship is entering our atmosphere. So far, we've counted over two hundred tanks and flyers, and probably about five thousand foot soldiers," Duncan reported back. "They're massing outside the palace walls. We're probably looking at an attack within the hour."

"There's a much smaller force coming at Grayskull, but the Syriaks are here, along with a few of our old 'friends,'" Adam informed him. "He-Man and She-Ra are on their way out to greet them, and the others are in place already. I'm leaving my communicator with Serena. Call if you need something."

"Understood. Be careful," Duncan's voice came back.

"You too," Adam replied, and cut off his communicator.

"Looks like we're in trouble," She-Ra said, coming up alongside him.

"At least they're leaving the towns and villages alone," Adam said as he pulled out his sword. "Hopefully we won't lose innocent lives. By the power of Grayskull!"

She-Ra watched her brother transform, chewing on her lip. Adam had used his left hand to draw his sword. That wasn't typical for him. She hoped Hawk had been wrong about him favoring his right side. The pirate swore he didn't actually know, but she knew he could be trying to keep her from worrying.

Deliberately, she held out her hand to He-Man. "Good luck, my brother."

He-Man clasped her hand, surprise on his face. "And to you, sis." He felt a familiar warmth and tilted his head to the side. "She-Ra?"

She-Ra smiled sheepishly as she withdrew her empathetic powers. "I wanted to make sure you were okay."

"You could have just asked," he chided her gently.

"You wouldn't have told me the truth," she disagreed. "It's still bothering you, isn't it?"

"A little," He-Man admitted reluctantly. "But I don't notice when I'm fighting." He glanced at the view screen again. "We'd better get into place."

She-Ra frowned as she followed him. His chest had never gotten a chance to heal properly after the first week. For him to admit that it was hurting him at all meant he probably shouldn't be doing anything strenuous today…not that any of them had a choice. She sighed heavily and sent up a prayer for her brother's safety.

The small group stood in front of Grayskull, weapons drawn as the Horde army drew closer. He-Man stood with Battle Cat, Glimmer, Frosta, Teela, Orko and Sea Hawk in plain view. Bow was hidden with three of the Twiggets who had arrived from Etheria to help. They had hundreds of arrows ready. They were also joined by two dozen of the Royal Guard's best snipers, scattered around.

She-Ra and Swift Wind were soaring through the skies somewhere. Skeletor, Madam Razz, and Castaspella were inside, ready to help Serena and the Sorceress. He-Man was grateful for the help; it meant the bulk of the Royal Guard and the Eternian masters could focus on the main army that was about to attack the palace. But he mentally shook his head at the thought that he had voluntarily allowed Skeletor inside Grayskull. If anyone had told me six months ago that I would welcome his help…

Trees were crushed by the tanks as they rolled forward, and He-Man tossed his sword from hand to hand. Then the Syriaks appeared through the trees, leading the army with Evil-Lyn. He-Man frowned. He counted six. Where did the other four Syriaks, Tri-Clops, and Catra go?

The Syriaks were controlled and unconcerned. Evil-Lyn was smiling nastily in anticipation. The group didn't increase their pace as they approached, and the army followed their lead.

"Steady, big cat, steady," He-Man ordered soothingly to Battle Cat as the tiger crouched down, ready to pounce. "We want them to come to us, remember."

Evil-Lyn gave a shouted command, and the pace of the attackers suddenly increased. The Batmecks screamed overhead, moving into full throttle and firing their freeze rays. Glimmer threw up a forcefield, protecting herself, Battle Cat, Teela, Sea Hawk, and Orko. He-Man deflected rays towards the oncoming ground forces. Just behind him, Frosta gathered her powers for her attack.

"Now!" he yelled.

Swift Wind soared down, and She-Ra sliced through two of the Batmecks that were pulling up from their run over the small ground group. The rest of the Batmecks shifted direction to give chase.

Sprag glanced at Bow as they fired arrows into the army. "There are an awful lot of them, Bow."

"Nonsense," he scoffed cheerfully. "We're only outnumbered about eleven to one."

The Twiggets chuckled. They were hidden carefully by both camouflage and magic. The Horde forces couldn't tell where the attacks were coming from, and were just firing blindly into the brush.

Then Frosta let her powers loose, creating a solid ice wall down the middle of the attack. It split the Horde forces in half, freezing at least a dozen troopers and one tank in the process. The Syriaks and Evil-Lyn, unfortunately, were fast enough to move out of the way.

At Moss Man's command, plants rose up and snagged the vehicles, choking their gears and engines. Stratos, Sy-Klone, Buzz Off, and the members of the Royal Guard on sky sleds were fighting the Batmeks. On the ground, Fisto commanded the foot soldiers, with Ram-Man crushing robots like bugs.

From inside the palace, Man-at-Arms watched on the view screen, coordinating the attack and feeling as if he were re-living the past. Last time, Hordak had sneaked in and stolen Adora from them. What did he have up his sleeve this time?

The six Syriaks in front of them rushed forward, avoiding the few arrows and stun rays aimed at them with apparent ease. Evil-Lyn held back, seeming content to let the Syriaks do the hard work.

They reached the small group and put their guns away in favor of jagged-looking swords.

The tanks had focused their firepower on the small group defending Grayskull, and Glimmer was hard-pressed to keep a shield up so that her friends could focus on the alien creatures. Then Evil-Lyn raised her hands and began a magical assault on the forcefield. Orko put his hands on Glimmer's shoulders and concentrated on giving her some of his power.

"Thanks, Orko," she said in relief.

"Don't mention it," he answered, his tone serious for once.

The Sorceress caught a motion out of the corner of her eye. "Not yet, my friends," she cautioned softly. "We need you here to guard the castle as we prepare the spell." She and Serena joined hands and began.

Battle Cat crept towards the Syriaks, forcing one of them to break off to deal with him. Sea Hawk, Teela, and Frosta each faced off against one Syriak each. The remaining two Syriaks were joined by two of the missing ones, seemingly from nowhere, and the four of them advanced towards He-Man threateningly. He-Man stepped slightly to the side of his companions, trying to draw the Syriaks away from Glimmer. Teela maneuvered herself next to him, her enemy following her move.

"Come fight us, hero of Eternia," the leader growled, drool dripping from his snout in anticipation.

"It takes four of you to handle just me?" He-Man grinned cockily, though inwardly he still worried over where the remaining two Syriaks were. He caught Teela's eye and she grinned back at him. They might be outnumbered, but they were used to that. For the moment, it just felt good to be fighting at each other's sides again.

She-Ra and Swift Wind were used to dealing with Batmeks. They swooped and dove through the air, causing the robotic vehicles to crash into each other or careen out of control as they tried to avoid collisions. It wasn't long before the number of flyers was cut in half.

"Good work, Swifty. Now let's see if we can get some of them to follow us towards those tanks," She-Ra said to her mount. He snorted in agreement and pumped his wings harder to gain additional speed. Three flyers came at them, and he swerved from side to side as he avoided their freeze rays.

"She-Ra!" he cried out. The tanks had turned their rays towards the two of them.

"Dive, Swift Wind!" she called. A slight pressure of her right knee, and he dove down to the left as fast as he dared. The tanks' shots took out the three flyers that had been behind them.

"That was close," She-Ra breathed. She glanced down as they re-gained some altitude. "Oh no. The Syriaks are looking for the snipers!'

Bow had the feeling that something wasn't right. The shots from this side of the ice barrier seemed to have decreased. "All snipers report in," he said into his communicator. As they began returning his call one by one, he started to relax. But it stopped at sixteen. Eight were missing.

"Blast it," he muttered. "Snipers, watch your backs. Someone's finding us."

"Yes, we are," a growl sounded behind him. Bow stood and whirled around in one smooth movement, only to be met with the end of the Syriak's gun aimed directly at his chest.

Battle Cat and the Syriak circled each other warily. The Syriak swung at Battle Cat with the serrated sword it carried. The tiger easily leaped out of the way, surprising the Syriak, who was thrown off balance. As it took a step forward to recover, Battle Cat leapt onto its back, dug in his claws as tightly as he could, and prepared for a wild ride.

Sea Hawk dueled with the creature before him. After clashing a few times, the Syriak swung again, and locked blades with Hawk. The Syriak didn't give in. It just continued to press forward, forcing Hawk down to one knee.

"You're pretty strong for a fur ball," Hawk grunted. The Syriak growled, baring its teeth. Hawk rolled his eyes. "Ugh, your breath stinks. Haven't you ever had those teeth cleaned?" The Syriak merely growled louder and pushed even harder against the blade.

Teela drew the Sword of Truth and deflected the swing from the Syriak facing her. The force of the blow radiated through her arms, and her eyes widened. He-Man wasn't kidding when he said these things are almost as strong as he is! She relied on her agility and speed as they dueled, careful not to get in the struggle of strength Hawk now found himself in.

Frosta grinned in delight as the Syriak came towards her. This should be easy, she thought. She quickly encased him in ice, blowing on her fingertip in triumph as she finished. Her smug look disappeared, however, as the Syriak broke free with a roar.

"Your puny icicles can't hold me," it rasped at her. Frosta took an involuntary step back as it advanced.

Four Syriaks were a little more than He-Man had wanted to deal with at once. They had planned for She-Ra to lend a hand, but he didn't even have time to see where she was as he dodged blows, swords, and lasers. Nor did he have a chance to go on the offensive. It was all he could do just to stay alive at the moment.

"They need help," Madam Razz observed, worried. "I'm going out there."

"Wait," Castaspella said. She raised her hands and focused for a moment, then a swirl of pink light went out from her hands. It raced through the army, and the guns it touched disappeared into thin air.

"That should help some," Casta said in satisfaction.

"Yes, but they still need help," Skeletor muttered. He glanced over at the Sorceress and Serena, who were still concentrating. "I'm going out."

"We're right behind you, dearie," Madam Razz said firmly. Skeletor threw her a narrowed look at being called "dearie," but didn't respond.

Bow held up his hands in surrender.

"Don't bother, fool," the Syriak growled. "We're going to kill you anyway."

Hidden among the leaves, Sprag, Sprocket, and Sprint suddenly fired pepper arrows at the two aliens, who began sneezing uncontrollably. One Syriak started firing its gun in spite of the fact that it couldn't see, and Bow quickly dove out of the way. There was a rush of wind, and Swift Wind swooped down. She-Ra caught the Syriaks by the fur, holding one on each side of Swift Wind. They rose quickly into the air, She-Ra looking for a good place to drop the aliens.

"Yeah, She-Ra!" the Twiggets cheered.

The two Syriaks roared in indignation and began slashing at Swift Wind with their claws. One cut a wound on the pegacorn's shoulder, while the other caught his opposite hip. The horse neighed in pain and the Syriaks turned their attention to She-Ra, digging their claws into her arms.

"Stop! I can't hold you!" she gasped. But they ignored her. Instead, they increased the pressure, breaking through the muscles. One ripped viciously to the side, cutting a tendon in her right arm. She-Ra cried out at the tremendous pain as her hand involuntarily let go. She lurched to the left from the weight of the alien she still held, almost falling out of the saddle. She flung her right arm around Swift Wind's neck, trying desperately to hold on, and the second Syriak slipped out of her grasp.

She-Ra swallowed hard as she watched the two of them fall. One fell somewhat safely in the trees, and might be all right. The other landed on a jagged rock, his twisted body showing even from here that his back was broken.

Swift Wind began losing altitude. She-Ra quickly placed her hands on him and healed him, but couldn't do the same for her own wounds. She didn't dare use her sword in the air in plain sight of the entire Horde army either. A freeze ray flew past her head.

"Looks like we have a few more Batmecks to take care of, Swifty," she said grimly. She glanced down. "And He-Man needs back-up. We have to hurry."

"You know, it's really not nice to sneak up on people," commented a husky voice.

Catra whirled around, but Tri-Clops didn't have to move to see her.

"Who are you, woman?" he demanded.

"Castaspella!" Catra growled.

"He-Man told me you were infatuated with him, Catra, but don't you think this is taking it a little far?" the sorceress admonished with a sly smile. Catra growled at her.

"You'd better get out of our way," Tri-Clops warned. He held an odd-looking gun in his hand.

"I think you'll find I'm more than a match for the two of you," Castaspella said confidently. Tri-Clops fired at her, and Castaspella immediately changed the ray into flowers.

"Why must you evil ones always attempt to do such horrible things to others?" she asked in a falsely weary tone.

Catra ran at Castaspella to tackle her. The sorceress vanished, reappearing behind Tri-Clops.

"That won't work," the villain informed her. "I can see all around me."

"I'm afraid that won't help you avoid this," Castaspella said sympathetically. She raised one hand, and an iron cage appeared around Tri-Clops.

"I hate you witches," he said, taking aim at her again. He found, however, that his gun produced only flowers.

"I'm much more than a simple witch," Castaspella informed him. She glanced over at Catra, who had fallen into a mud puddle. "Oh dear, I'm sorry, Catra. Let me fix that for you." With a wave of her hands, she launched a waterfall over the force captain, then transported her inside the cage with Tri-Clops. "I hope you two like each other, because I think you're going to be in there for quite a while."

"Frosta, could you cool things off a little?" He-Man yelled to her. One of the Syriaks' swords finally nicked him on the left shoulder, and he hissed in pain as he gave the alien an uppercut, sending it down to the ground while at almost the same time he kicked one coming up behind him.

Frosta grinned as she realized they were on the higher ground. She quickly made a large patch of ice directly under the feet of the Syriaks. Most of them went sliding down, except for the one who had Hawk pinned and the one that had tried to get He-Man from behind. Battle Cat jumped off of his as it slid down, and made it safely to the rock.

"Hey ugly," Teela called to the Syriak attacking Hawk.

The creature barely glanced up, but it was enough that its partner, thrown by He-Man, knocked it off of Hawk and down the icy incline.

"Thanks!" Hawk shouted. He-Man grinned as he took note of their status.

There was no break as the freeze rays from the tanks continued, and the troops were still advancing in spite of the fact that they no longer held any guns. Glimmer and Orko were both tiring; He-Man realized their forcefield wouldn't hold much longer.

As if reading his mind, Glimmer's shield flickered, then she collapsed with a low moan. Hawk barely caught her before she hit the ground, and as he did so, he was hit with a freeze ray from one of the tanks.

"Hawk! Are you all right?" Teela cried.

Frosta quickly created an ice wall to help shield them from the tanks.

"Got hit," he murmured. "Sorry."

Orko sank to the ground. "I'm wiped out. I can't do any more." He closed his eyes and passed out.

Teela and He-Man exchanged looks, the earlier feeling of camaraderie gone. Three of their allies were down. They could be in trouble. There was a loud roar, and the eight Syriaks leapt over the ice wall, landing between the heroes and Grayskull. Evil-Lyn appeared beside them.

"Not good," He-Man muttered, worried that they would get into the Castle.

But the Syriaks didn't seem to have much interest in Grayskull. Instead, they advanced towards the heroes.

"Frosta, can you hold the ice shield to protect our backs?" He-Man asked lowly.

She nodded. "For a while, yes." She focused on the wall, making it as thick as she could. He-Man, Teela, and Battle Cat faced the Syriaks and Evil-Lyn.

Three of us on nine of them, He-Man thought grimly. Not good at all.

The Syriaks didn't waste time with the swords. They began firing at the heroes right away. He-Man deflected them back at the creatures, who easily avoided the shots.

How on Eternia do we defeat these things?

The abyss behind them seemed to provide an answer, but He-Man was reluctant to use it. Tossing them down there was almost a certain death sentence. Aggravated, the hero changed his deflections and rapidly took out the creature's weapons. They roared at him and charged.

"Going somewhere, Evil-Lyn?" Skeletor asked from behind her.

Evil-Lyn turned, open-mouthed at the sight of her former master coming out of Grayskull.

"Skeletor! What's going on here?" she demanded, her amazement overriding her normal caution around him.

"Let's just say I'm exploring how the other half lives," Skeletor retorted, feeling uneasy at confronting her. He felt as if he had betrayed her somehow, yet that shouldn't be bothering him. He had betrayed numerous people in his lifetime, including Evil-Lyn, and it had never bothered him before.

"You're fighting with He-Man?" she asked, her eyes becoming even larger. She could hear the sounds of battle behind her, and knew she should get back to the task at hand, but her curiosity wouldn't allow her to.

"I'd fight with anyone to keep the Horde from ruling Eternia," Skeletor snapped. "What are you doing?"

Evil-Lyn laughed. "Horde Prime has to leave someone here to rule once he conquers the planet."

"You sold out to the Horde?" Skeletor practically roared.

"I joined the Horde," Evil-Lyn corrected, "in exchange for the power you always promised and never delivered!"

Raising her hands, she focused her magic on him. Skeletor threw up a defensive shield that her magic nearly burned through. His black eyeholes narrowed at the power he sensed in her. Her magic had indeed grown stronger. But that wouldn't matter.

He raised his havoc staff and sent a stream of magic at Evil-Lyn, which she blocked. However, Castaspella suddenly appeared beside him and added her power to Skeletor's. Evil-Lyn couldn't hold out for long against the two of them, and she quickly recognized it. For some reason Skeletor didn't understand, she suddenly gave in and disappeared. He grunted, sure they hadn't seen the last of her.

Bow swore lightly. More of the snipers on the other side had been discovered and killed. He estimated that in addition to him and the Twiggets, only about ten snipers were left. Between the two sides, about one hundred fifty troopers remained. Not bad for the odds, Bow knew, but the odds weren't getting any better.

"Need a hand, dearie?" Madam Razz asked, flying in on Broom.

"Madam! Good of you to come," Bow said with a grin. "I think it's time for some magical arrows, what do you say?

He pulled out the three arrows and Madam Razz quickly cast spells on them. Bow aimed for the tanks in the back of the advancing army. Then he let the arrows fly in quick succession.

She-Ra and Swift Wind managed to destroy the remaining Batmecks, mainly thanks to Swifty's fancy flying. She-Ra's strength began fading as she lost blood from her wound.

"We've got to get to the castle, Swift Wind," she urged him. "I need somewhere safe to use my sword."

The horse could hear the pain in her voice. He snorted and strained towards Grayskull with all he had.