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LEGENDS OF GRAYSKULL: THE QUEST FOR SHE-RA
by Carly Heath & Donya Saied



FADE IN:

EXT: PLANET ETERNIA -TEMPLE -NIGHT
Late twilight. A path, twisting and turning up a hillside
lit dimly by free-standing torches. Nearly hidden by the
forest is a white temple shaped like a crescent moon.


INT: TEMPLE -NIGHT
The central chamber of the temple is lit dimly by candles.
Twenty members (mystical looking older men & women) THE
CIRCLE kneel around THE SORCERESS (20s) who sits at the
center with her head bowed and her knees tucked up to her
chin. She wears a falcon cape and headdress made of white,
sienna, and iridescent blue feathers. The Circle chants a
sacred song, concentrating their energy upon the gleaming
eyes of her headdress.


EXT: PLANET ETERNIA -MARLANA AND RANDOR'S PALACE -NIGHT
A wide road leads up to the brick-red palace, a masterpiece
of other-wordly architecture many times larger than the
temple. Low manicured shrubbery surrounds it and GUARDS
stand sentinel at the entrance.


INT: PALACE -ROYAL BEDCHAMBER -NIGHT
QUEEN MARLENA (30's) sits up in bed nursing one of her twin
infants, ADAM (dressed in pink) and ADORA (in blue). She
places it in the basinet next to her bed, and hums softly
to soothe the baby to sleep. Just as the baby falls asleep,
a light from the glass door to the balcony catches her eye.
As she looks to the glass door, a fireball crashes through
it and the bedchamber door. The babies cry. HORDE TROOPERS
invade the castle! A Trooper marches menacingly through the
blasted doorway and snatches Marlena from her bed. She
struggles, but is overpowered.


The Trooper turns her around to face SHADOW WEAVER
(ageless), a frightening, bodiless woman wearing a red
hooded-robe enters. Behind her enters HORDAK, a sinister
man in a metal mask, which moves with his facial muscles,
wearing assorted human bones about his neck. Shadow Weaver
approaches MARLENA and glares wrathfully. MARLENA is on
the verge of tears.


MARLENA
(softly) No…


INT: TEMPLE -NIGHT
SORCERESS suddenly stands up, in a dance-like motion. The
candles blaze up and illuminate her face. She is possessed.


INT: ROYAL BEDCHAMBER -NIGHT
Marlena remains held by the Horde Trooper.


MARLENA
Don't do this. They're just little babies! Name your price.


SHADOW WEAVER
You underestimate the Horde.


Abruptly she picks up ADORA (baby in blue), while Hordak
takes ADAM (baby in pink). The babies cry harder.


SHADOW WEAVER
We don't bargain... we take what we want.


She stares icily at the Queen for a moment longer, then
glares down at Adora crying in her arms. She turns to leave
out the glass door, and Hordak follows... Suddenly in a
blast of adrenaline, Queen Marlena breaks free of the
Trooper, grabs Hordak's arm and spins him around! She
whisks the baby in pink out of Hordak's arms as KING RANDOR
(40's) swoops in to attack Shadow Weaver; she paralyzes him
with a blast from her fingertips. Randor moans in anguish.


MARLENA
Randor!

She runs to his side, trying to help him on his feet. He
cannot move. He panics, and screams.


INT: TEMPLE -NIGHT
SORCERESS
(in a trance) ... on this eve, pure spirits have


graced our worlds. Two, noble of heart, who shall one day set the
planets free...


INT: PALACE -NIGHT
HORDAK They've still got the other one.


He looks over his shoulder to the baby in pink in Marlena's
arms.


SHADOW WEAVER
Nevermind. What harm can a girl do?


Hordak and Shadow Weaver (holding the baby in blue) leave
so swiftly through the blasted glass door and down the
balcony steps, Marlena never gets a chance to chase them.


MARLENA
Guards! Guards!


She looks around frantically below the balcony, still
clutching the baby in pink (Adam) to her. All the guards
are dead, their bodies strewn about at the entrance to the
palace. Marlena turns away, ill at the sight of her dead
guardsmen. She slumps next to Randor (unconscious), and
begins to cry uncontrollably. She hugs the baby tight to
her.


EXT: TEMPLE -NIGHT
Troopers march up the hillside in a scattered formation,
knocking over the free-standing torches and starting a
forest fire. They have surround the temple and begin
attacking its walls. The Circle hears the clashing sounds
of the Horde trying to break in. The Circle scramble to
their feet.


A CIRCLE MEMBER
Quickly! What must we do?


SECOND MEMBER
BEGIN THE TRANSFER!


The Sorceress, still coming down from her experience,
begins the spell.


SORCERESS
Live-era sre-tae lam-ina.


THIRD MEMBER
No time for formalities! The Horde is attacking!


He grabs the hand of the female Circle member next to him,
and links arms with her, and they both put their hands to
their temples. Others hesitate, then link up. They begin
the chant.


SORCERESS & THE CIRCLE
(repeated) Cept-et-sare ru-na-are may-non-ot.


SORCERESS
(yelling over them) The swords! Where are they?


Several Circle members look around for the swords. A
particularly OLD MEMBER hobbles away to a small chamber at
the end of a hallway. Within is an altar with a large
candelabra blazing away, incense smoldering, and the Swords
of Destiny. He returns and presents the swords to the
Sorceress and she begins to recite a very complicated spell
aloud.


She holds the swords at eye level, then they suddenly begin
to glow and levitate, gradually glowing brighter and giving
off a few sparks. The Circle stand chanting, softly at
first and getting ever louder. The Circle concentrate all
their energy toward the Swords, surrendering themselves.
The swords glow brighter, and Circle are visibly trembling
at the energy transfer, sweating and furrowing their brows.


The Sorceress also is tiring at the effort of channeling
their power. The Swords begin to give off blazing
lightning, showering down white-hot sparks upon the Circle,
whose voice have risen to a deafening roar. The light is
blinding as the scream of the Circle dies away. Gradually
the outlines of the two Swords can be seen, then the
glinting of the fine steel, and the jewel at the center of
one them. The Sorceress is alone.


SORCERESS
Behold! The Swords of Power!


EXT. TEMPLE -NIGHT
The Swords of Power blast a wave of rainbow-like light, a
flood of color. The Temple disappears, and in its place
stands the awesome CASTLE GRAYSKULL, a mammoth stone skull,
it's mouth open as an entrance and huge curving fangs. The
lower jaw is a drawbridge over a bottomless gorge. Outside,
the firestorm set off by the torches has reduced the tree
and shrub cover to ashes. The smoldering debris creates an
eerie, haunting atmosphere. The moon hangs low over
Grayskull.


EXT. PLANET ETHERIA -FRIGHT ZONE -DAY
The Fright Zone is an enormous low-tech industrial city.
In its heart is a central smoke stack spewing thick black
smoke into the gray sky. The buildings are sooty-beige.
The central administrative building, Hordak's residence,
stands 10 stories high yet is still dwarfed by the tallest
smoke stacks. The entire complex is surrounded by massive,
gray walls of dull, slick metal which cannot be scaled.
Black iron gates mounted with the Horde emblem are the only
way in and out of the city. Dead, polluted land surrounds
the FZ--a layer of ash covers the cracked, dry desert-floor,
and no vegetation grows on the ground, only a rare
dead tree or two with its twisted limbs still stands.

INT. FRIGHT ZONE -DAY
Hordak walks towards his study chamber. Shadow Weaver,
holding Adora, obstructs his path.


SHADOW WEAVER
So, I am to raise this child, Hordak? Why? Because that's what
women do? Well, I'm no woman, I am bodiless ---I am pure power.


HORDAK
Shadow Weaver, I am granting you a tremendous opportunity. You see,


people have children for good reason... they can be made into
anything you wish.
SHADOW WEAVER
Is that so?


HORDAK
They believe whatever they are told. They don't know otherwise.


A child's parents make him who he is. They teach him his place in
the world, his purpose in life. This child will be the Horde's.
This child will be the future of our army.


Adora starts crying.
SHADOW WEAVER
How am I supposed to feed this thing? The last time I checked
pure power doesn't lactate.


SHAKRA, the servant, enters. She is a chubby, sweet-faced
woman terrified by Hordak and Shadow Weaver. She keeps her
head bowed in their presence.


HORDAK
(motions towards baby) Take care of him.


SHAKRA picks the child up and takes the baby to her own
small, bare room to change. While changing its diapers, her
expression changes to fear. She hurriedly wraps a clean
diaper about the baby and returns, walking hesitantly to up
to Hordak's side.


SHAKRA
M-m-master Hordak?


He looks up from his battle plans.
SHAKRA
Look.

Shakra holds up the baby, the diaper falls off.

HORDAK
Where's his... his... wait... this is a girl!


(Yelling to Shadow Weaver, OC.)
You took the girl! You idiot, you took the wrong one!


SHADOW WEAVER
Don't yell at me Tin Head! How am I supposed to know?! I don't know


anything about babies!
HORDAK
Why did you grab the one dressed in blue?!


SHADOW WEAVER
Blue... as in the bruises on a tough little boy.


HORDAK
No, blue as in the blue robes of Queen Marlena! You didn't notice


the custom, Air Bag?
SHADOW WEAVER
Well, we do have one of them.


HORDAK
Yes, but what harm can a girl do?


SHADOW WEAVER
I am and I do great harm.

HORDAK
Then I am mistaken, Shadow Weaver. I thought you were "pure power"!


SHADOW WEAVER
I'll show you. I'll train her to be hard, cruel, and insensitive


and willing to sacrifice anything for the Horde. I'll make her more
powerful than myself. She'll be the greatest warrior Etheria's
ever seen!!


INT: FRIGHT ZONE -KITCHEN -NIGHT
Years later -Adora is 16
A SERVANT prepares two meals. Shadow Weaver observes
secretly. The servant begins to exit to the DINING AREA
with a platter of food when Shadow Weaver grabs the
servant's shoulder, who quivers in fear.


SHADOW WEAVER
Forget something?


SERVANT
I'm sorry.


SHADOW WEAVER
Which is Adora's plate?


The servant hands Shadow Weaver Adora's plate. Shadow
Weaver takes out a vial of potion and pours it onto the
food. It seeps in and disappears. She returns it to the
servant.


SHADOW WEAVER
You will not forget again.


INT: FRIGHT ZONE -DINING ROOM -NIGHT
Adora (16), blonde-haired blue-eyed, muscular girl, and
Hordak are seated at a dining table. The servant places
food in front of Hordak and Adora. Shadow Weaver enters and
sits down.


SHADOW WEAVER
Adora's skill is... satisfactory.
Of course, there is much room for improvement. She is greatly
lacking in discipline, and shows little commitment. She is lazy,
she is sloppy and incorrect in form, has poor concentration and
makes mistakes frequently. She is far from mastering the art of war,
and--
ADORA
I need a new sword.


SHADOW WEAVER
You ungrateful little brat...


ADORA
It's dented.


SHADOW WEAVER
Intolerable! After everything we've done for her, everything


we've given her. You are a wretched, selfish creature. I rue
the day you were born.

HORDAK
If you're out of line ever again...!


Motions as if to hit her.
Up to your room.

SHADOW WEAVER
You'll be up at the crack of dawn. You're going to learn some real
discipline.

Adora exits.

HORDAK
Saying Adora is a decent warrior is an understatement. I've seen
her train. Her strength, her precision... I've never seen
anything like it.

SHADOW WEAVER
Yes. It's amazing how well they turn out when you start them
young.

HORDAK
But she could also be dangerous, if…


SHADOW WEAVER
(Holding potion)

One part Quisenblossom extract to three parts Thourf Root oil.
Guaranteed mind control. Its been in her meals.


HORDAK
In that case, I want to tell you about her future. She will be


Horde Force Captain. We'll be unstoppable.


They speak matter-of-factly.
SHADOW WEAVER
Hah, the Rebellion will be crushed.


Adora has descended the stairs unnoticed by Shadow Weaver
or Hordak.


ADORA
The leader of your army can't have a dented sword.


SHADOW WEAVER
You want this incompetent child to be your Horde Force Captain?


ADORA
Who are you to be judging my skill! Your idea of battling the
enemy is blubbering a bunch of mumbo-jumbo magic spells, not
fighting hand to hand like a real warrior. You wouldn't know the
difference between a Camadatra Machete and a Lih-Wa Lance!


HORDAK
I have a good mind to--


ADORA
--make idle threats then fail to act on them? Hordak, your sorry
methods of governing the worlds
have only been successful in reducing the Horde's wealth and
power. Contrary to your belief, nobody fears you Hordak. You two
are the most incompetent world leaders...


Shadow Weaver raises her hands to begin a spell
SHADOW WEAVER
Dab-mai ero fereth team-tae eye.


A swirl of magic engulfs Adora and she falls to the ground
ADORA
(weakly) You two are so lucky to have me.


Adora faints, Shadow Weaver snaps her fingers at the
servant who picks up Adora's body and carries her to her
room.


HORDAK
If she is to lead our army, this rebelliousness has to stop!


INT: FRIGHT ZONE – DAY
Adora (16) is practice-fighting with MOTEETH, a giant,
ugly, hairy, muscular warrior with armor on his shoulders
and face. Shadow Weaver stands by.


SHADOW WEAVER
Where is your focus?! Wrong, wrong, wrong!


Adora jumps and kicks at Moteeth, who grabs Adora's leg,
twists it and slams Adora's body to the ground with a
crunch.


SHADOW WEAVER
There's no excuse for these mistakes! Predict your opponent.


Shadow Weaver goes over to where Adora is grimacing in
pain.


SHADOW WEAVER
Would it be so hard to try for once?!

Adora gets up and returns to fighting Moteeth. She cannot
please Shadow Weaver.


SHADOW WEAVER
You're not listening! Pay attention! You'll never get


anywhere…
Adora is enraged, she can't take Shadow Weaver's continuous
ridicule. Adora takes out all her anger on Moteeth; she
goes medieval on him. He doubles over in pain and once on
the ground, Adora repeatedly punches him in the face. He
goes unconscious. Adora stands up, covered in blood and
with a wild glare in her eye, stalks toward Shadow Weaver,
who begins to fear for her own safety.


SHADOW WEAVER
(frightened)


Terrific.


INT: FRIGHT ZONE TOURNAMENT ARENA – NIGHT
Fade into a similar setting, here Adora, covered in her
opponent's blood, ascends a podium. She proudly displays
the Zilsian Coda, a medal awarded to the most skilled
warrior. The audience roars.


** TWO YEARS LATER**
INT: PLANET ETERNIA -CASTLE GRAYSKULL – AFTERNOON
ORKO, a little floating wizard with a hat that hides his
face, is on the bed groaning in melodramatic pain, while
THE SORCERESS, (here 40ish) mixes up ingredients for his
cure. PRINCE ADAM (18), fair, blonde-haired and blue-eyed,
enters looking worried.


ADAM
Orko, little buddy, what's wrong?


ORKO
I'm dying. Adam, oooooh, my only regret is that you'll forget me
when I'm gone.

ADAM
You know I wouldn't do that.


Sorceress rolls her eyes.
What happened? Is there anything I can do?


SORCERESS
He ate some Aynod berries given to him by a Spotted Whydow. How many


times have we told him not to eat berries with feet?!


ADAM
All this over a stomachache?


ORKO
Only the Sorceress can save me now!


SORCERESS
You know, Orko, I don't think I can save you today. I'm all out of


Red Turnad Vines ---A key ingredient to the Aynod berry
antidote. I'm afraid there's nothing I can do for you.
(whispers to Adam) Let him suffer for a while. It'll
teach him a lesson.

ORKO
Oooooh, nooooooo, please give me something! Time is running out. It
maybe too late.

ADAM
Oh, I'll go find you some Turnad Vines. Unless, it's too late. Then
I really shouldn't bother.

SORCERESS
Yes, Turnad Vines are hard to find. Let alone red Turnad Vines.


ORKO
But you're good at finding things Adam.

ADAM
Sure, but by the time I get back, you'll probably be gone...


ORKO
Actually, I'm starting to feel a little better. I think I can hang


on for another hour or so... But come back soon!


ADAM
Oh all right.


SORCERESS
I think you'll find some Turnads between just out past the Circle


Stone.


ORKO
Good luck Adam, my life is in your hands.


TEELA (25), a buff-looking redhead, enters.

TEELA
You're not supposed to go out alone, Adam.


ADAM
(Greets her) Teela!


TEELA
As Captain of the Royal Guard, it's my duty to protect you.


ADAM
Does it bother you that in the Royal Guard Laws, the Captain is


supposed to give her life to protect the Prince?


TEELA
Oh, it would be a great honor to die in your defense.


ADAM
Really?


TEELA
Nah, just sounds heroic.

Teela smiles.

INT: PLANET ETHERIA -CENTRAL FRIGHT ZONE -NOON
Adora, now 18, and CATRA (18, violet hair & eyes) clash
swords. Adora advances. Catra inches backwards, towards a
staircase. She trips and falls flat on her back, arms
splayed, and loses her sword. Lightning fast, Adora presses
the point of her sword in Catra's open palm, preventing her
from retrieving her sword. A little blood trickles out of
Catra's hand.


ADORA
Your nails look a little long, Catra, maybe I should trim them


for you.
Adora withdraws her sword from Catra's hand. As Catra grabs
for her sword, Adora suddenly slams her blade down right
where Catra's had would be. Adora smiles.


ADORA
Tired? Awww, I'll let you catch your breath.


CATRA
No, I just needed time to warm up.


Catra jumps up and advances on Adora, waving her sword
violently. This game becomes more dangerous. Adora looks
worried.


CATRA
This getting a little too rough for miss Horde Force Captain?


ADORA
Bring it on!


In the process of the battle, Adora's sword is knocked into
a glass cell with iron bars. She runs after it, only to be
locked in by Catra. She kicks and yells from inside the
impenetrable chamber.


ADORA
Okay, let me out now.


Catra saunters over to the center of the corridor where
there is a control panel with a lever.

CATRA
Do you have any idea how much control I have over your life


right now?
ADORA
Let me out, Catra.


CATRA
You are in Shadow Weaver's Energy Extracting Chamber. Do you know
what it does? Shadow Weaver puts her prisoners in here, and with a
tug on this lever they get their lives sucked out of them... and
the way they scream... Wonder what it feels like to have your
life sucked out of you, Adora?
Catra puts her hand around the lever.
ADORA
You know you wouldn't do that.


CATRA
I could say it was all an accident. Our game got a little


too rough.
Adora screams, and kicks against the impenetrable glass
ADORA
Catra! Let me out, now!


CATRA
I guess if you were dead I would be Force Captain...


(tearful tone)
Shadow Weaver! She tripped and fell into the chamber. I fell
against the lever. It was all an accident!


Catra's eyes glitter as she begins to pull the lever...

ADORA
Not funny… Let me out!

Adora grimaces, waiting for her life to be sucked out...
Suddenly, Shadow Weaver enters from out of nowhere.


SHADOW WEAVER
What's going on here?


CATRA
Just messin' around.


Catra saunters away from the lever, nonchalantly.
SHADOW WEAVER
Adora, get out of there! That chamber is not a toy!


Shadow Weaver opens the door for Adora, then faces Catra.

SHADOW WEAVER
Catra I have something for you.


Shadow Weaver holds out a red velvet box.
Hordak has been saving this for you since you were a child. We
thought now was the right time to give it to you.


Catra opens the box to find a cat mask. She feigns great
delight.


CATRA
Thank you.


Catra walks away mumbling.


She gets to be Horde Force Captain and all I get is a stupid cat
mask.


EXT: CASTLE GRAYSKULL – AFTERNOON
Adam and Teela pull up the vines, an angled rock door is
uncovered with a foreign language written on it.


ADAM
This is ancient Mororodian Script. I know this.

He reads.
" For the honor of Grayskull: Beware! Herein lies power only to
be obtained by one of noble heart and pure spirit. Death awaits
those who enter with hostile intentions."
What do you think is in here?

TEELA
We'll have to take a look, won't we?


Together, they push the rock door open and slide down a
twisted, slimy rock passageway filled with insect-creatures.
They slide suddenly ends and they fall onto a
small platform in the center of a moat inside a cavern.
They hear a slamming sound.


ADAM
Oh no! Oh no no no no no. What now?


The moat is filled with vicious looking frog-creatures with
tusks called SUGS. Across the moat is another passageway
lined with torches for light. On their platform is a
pedestal with a single round stone on it. On the other side
of the moat is a lever connected to some gears, which seems
to be connected to a retractable bridge. Adam and Teela
calculate their situation and gaze around the cavern in
awe.


TEELA
This looks like a game.


ADAM
For who? Why? We're gonna die! The door said that death awaits those


who enter.
TEELA
Never trust what it says on a door, they often exaggerate the


truth. Besides, it said death awaits those who enter with
hostile intentions. Therefore, we should be alright.


A sorrowful ROAR sound fills the cavern.

TEELA
Um...


Yells into the direction of ROAR
... no hostile intentions here!
ADAM
We have to find a way out.


TEELA
I think the only way is to play the game.


Adam and Teela exchange a glance and peer down into the
moat at the Sugs.


ADAM
They look hungry.


TEELA
There probably isn't much food in here. Poor things.


ADAM
Ok, look, I think I have this figured out. That lever controls


the bridge. If I can hit the lever with this stone we'll have a way
across.


He picks up the stone from the pedestal and upon doing so
the pedestal grows into a column. It rises into the air,
hits the ceiling of the cavern causing the platform to be
pushed down into the moat of Sugs. Water begins to creep
onto the platform.


TEELA
Hurry! Throw it!


Adam aims carefully and chucks it. But the platform bounces
a little and the stone misses the lever.


ADAM
Bummer.


Adam begins climbing the pedestal/ column to avoid being
eaten by the Sugs. Teela climbs after him but her weight
pushes the column over. It lands in such a way that it
acts as a bridge across the moat. They use the column to
inch across, and then walk down the torch-lit corridor in
front of them. It leads to three doors, which look exactly
alike.


ADAM
This is so unfair. These doors look exactly alike, and if we
choose the wrong one, something bad is going to pop out. This test
is based solely on luck.

TEELA
We don't have hostile intentions either and we almost got killed
over there. This is the last time I trust a door.


ADAM
Let's find another way around.


Adam and Teela examine the corridor, which is jagged with
rocks and plant roots stick through the ceiling and walls.
Adam and Teela climb up the walls to the ceiling and begin
pushing on the ceiling looking for a way through. Adam
finds a loose tile in the ceiling and removes it. Adam and
Teela crawl through. They find themselves in a darkened
corridor lighted with fewer torches. They travel down the
hallway until they hear a loud, scary, ROAR. Not wanting to
be seen by the monster, they creep along the passage in the
shadows. The corridor leads to a chamber with no exit. In
the center of the chamber is a glowing sword with a jewel,
suspended in a column of light.


ADAM
It looks like the Sword of He-Man.


Hearing this, the MONSTER, a dragon-like beast foaming at
the mouth, jumps from the shadows and charges towards Adam
and Teela.


ADAM
Poor thing, must be lonely down here all by yourself.


The monster stops.

MONSTER
You have no idea. I've been down here for ---I forgot how long ---
wondering if I've been forgotten about. My friends and family
probably think I'm dead by now. You don't happen to have any food,
do you?

TEELA
Turnad Vines.

Teela hands over the vines.

MONSTER
Oh, vegetables! I've been living off bugs and the little bit of
water that trickles in here. I'm absolutely starved.


ADAM
May I? (Referring to sword)


Monster waves a "yes", busy eating. Adam retrieves the
Sword.


TEELA
So, you can speak our language, huh?


MONSTER
Yup, 'cept nobody bothers to talk to me. They just come in here with
they're crossbows and axes attempting to slay me because they
think that's the valiant thing to do. And I'm in here not really
wanting to be slayed, ya know? So, I eat 'em. Gotta do whatcha gotta
do.

ADAM
It's so cruel to lock someone up in here. Who would do such a
thing?

MONSTER
Hunters hired by the royal family. Sword must belong to the throne.


ADAM
Well, we're going to get you out of here... somehow.

They return down the corridor.
All we need to do is open the door, right? I think I know how to
do that.
He raises the sword.
For the honor of--!

MONSTER
(interrupts) Don't even bother.


ADAM
Why?


MONSTER
There's some powerful enchantment placed on this cavern. Sword won't
work in here.

TEELA
Hey! How'd you learn how to do that Adam?


ADAM
Uh, I saw He-Man do it once.


MONSTER
Don't you see? This is a test to see if you're worthy of the sword.
Anyone can use its strength to escape here. But the sword is for
someone of noble heart and pure spirit.


ADAM
Yeah, I guess you can't have somebody using the Power for every
whim. A pure spirit demonstrates reason before fear. (To the
monster) That's your part, right?

MONSTER
I think you're understanding. But in order to leave the cavern with
the sword, one must demonstrate a final trait.


TEELA
A noble heart feels...

ADAM
... compassion for all creatures.


Adam looks down at the moat.
We have to free those little guys.
Adam pulls the lever they thought was connected to the
drawbridge, but instead it opens a small door leading to
the outside. Moat water drains out, and Sugs follow.


ADAM
They'll show us the way out.


TEELA
Do you know what this means Adam?


ADAM
(nervously) Don't make any assumptions just
yet.

TEELA
But you've survived the test made for only a chosen few.


Adam and Teela crouch down and creep through the
passageway. The cave monster tries to follow, but is too
large to fit through. He hangs his head, disappointed.
Adam and Teela take notice.


ADAM
Don't worry! We'll open the door from the outside. You'll be out
soon.
Adam and Teela follow the Sugs through the slimy passageway
on their hands and knees. The passageway leads upwards.
They hear the Sorceress scream. Adam and Teela discover
that the passageway leads to a trap door in the floor of
Grayskull. Adam and Teela emerge from the cavern slimey
from the cavern-goo.


INT: CASTLE GRAYSKULL – AFTERNOON

SORCERESS
A swarm of Sugs just terrorized Grayskull! Do you know what this
means?

ADAM
You got me.


Sorceress walks over to a wall and pulls away a tapestry.
Behind the tapestry is a group of pocket-sized sleeping
dragons. Sorceress gently awakens SIR MOONBEAM, a tiny,
silver, winged dragon.


SORCERESS
Sir Moonbeam, please tell King Randor and Queen Marlena that the


sword of She-Ra has been found!
Sir Moonbeam flies away. Sorceress takes the sword from
Adam and admires it.


TEELA
I'm gonna go free Mr. Monster. Fill me in when I get back.


SORCERESS
Wait.


Teela stops and turns to the Sorceress expectantly. The
Sorceress produces a cloth and tries to wipe some of the
goo from Teela's face.


TEELA
Oh Sorceress, you don't have to do that. I'm fine!


Teela exits, Sorceress looks longingly at her, but Adam
doesn't notice.


ADAM
What's going on? What is the Sword of She-Ra?


SORCERESS
Adam, I have something important to tell you. You have a twin
sister.

ADAM
What?!


SORCERESS
Her name is Adora. She was stolen by the Horde.

ADAM
When did this happen?!


SORCERESS
When you were born. Her kidnapping devastated the kingdom. People
thought that if the Horde could take a member of the Royal family,
then anyone's child could be stolen. To relieve the suffering I
erased the kingdom's memory of her.


ADAM
I can't believe it. A sister?!


SORCERESS
Only your parents and I knew. She needs your help, Adam. She's
been prisoner of the Horde all these years.


ADAM
What does this have to do with the sword of She-Ra?


SORCERESS
Adora is to find She-Ra. Just as you found He-Man.
Queen Marlena and King Randor arrive at Castle Grayskull in
a carriage pulled by a pair of purple Percheron-like
horses.


ADAM
(To parents, asking) You didn't try to rescue her?


MARLENA
(To the Sorceress) You told him?


ADAM
(To parents, angry) You didn't even try?!

RANDOR
Adam, you know the Horde has so much power, once they take


something it's as good as gone.
ADAM
Are you telling me that they took Adora and you did nothing to stop
them?!

MARLENA
You can't stop the Horde. If we could, Eternia and Etheria would
be free.

ADAM
Why do we let them have this much power?


RANDOR
Adam, you're being ridiculous. Nobody lets the Horde control our


planets.
ADAM
Yes we do! To live in fear of the Horde is to let them control us.


If we unite the planets, we outnumber the Horde. We can defeat
them.


MARLENA
It's wonderful that you're young and idealistic, and you should
cherish that. But your father and I have more experience. Fighting
the Horde is hopeless, and any attempt will result in the deaths
of many people. You wouldn't send our people out to die, would you?


ADAM
For the rest of forever we're going to be controlled by the


Horde?
RANDOR
No, of course not. In the end good will prevail.

ADAM
Well, I'm not going to just sit around and wait for good to
prevail. I am going to go rescue my sister.


He starts walking out of the castle.

MARLENA
You can't do that Adam!


RANDOR
One boy can't defeat the Horde!


SORCERESS
You told him he couldn't do it. Now he's going to prove you wrong.


RANDOR
We can't allow him to kill himself.


MARLENA
Sorceress! Make him stop.


SORCERESS
I don't think I can do that Your Highness. It's time someone do
something to stop the Horde.

MARLENA
As Queen of this kingdom I command you to stop my son.


SORCERESS
As the Sorceress of Grayskull I command you to let him go.


MARLENA
You can't do that! He's my son! You have no idea what it's like to


be a mother!
SORCERESS
You have no idea who you are dealing with.


MARLENA
I order you to obey!

SORCERESS
Your orders mean nothing to the powers of the Universe.


MARLENA
How dare you!


SORCERESS
You try to tell me what to do, as if you're wisdom is greater than
mine. Your title was a gift of marriage. Mine was earned.


MARLENA
If we are going to compare our worthiness, then don't deny your

impure past--

SORCERESS
Utterance of my name is forbidden! Not even you, Queen Marlena can
speak it. If you care anything about Grayskull...

MARLENA
Prove your worth Sorceress... prove to me that the foolish, teenage
girl has been replaced by the divine Sorceress.


SORCERESS
I have nothing to prove to you.

She points in the direction of Adam. A whirl of light
surrounds Adam. He stops and falls to the ground weakly.
Sorceress looks regretful. Randor catches up to Adam. The
camera pans around behind the Sorceress, and we see that
Orko has been spying on them.

INT: THE PALACE PRISIONER'S TOWER-SUNSET
Randor and Marlena chain Adam up in a torch-lit tower high
up in the palace.


MARLENA
We're doing this for your own good; we're saving your life.

RANDOR
You'll be a great king someday, but you need to listen to your
parents.

MARLENA
Don't get us wrong, you're a very wise boy, but we know more than
you.

RANDOR
Yes, you're a wise boy, and we love you and we're proud of you.
But there are things about life that you can't learn in school.
Age brings wisdom.

MARLENA
Don't you have anything to say?

ADAM
Why bother? If I try to defend myself you'll just say I'm young
and immature. My opinion doesn't really matter, does it? So I'll
just lie here and wait till I grow up a little more... till I become
just as hopeless and cynical as you two. And when I am king I
promise to be just like you and obey everything the Horde says...


MARLENA
Stop that!


ADAM
... And when they take my daughter, I will do nothing to stop them.


RANDOR
You're opening old wounds Adam!


ADAM
Those wounds shouldn't have been there to begin with.


RANDOR
You really are immature.


MARLENA
You just sit there and think about how much you've hurt us.

ADAM
Maybe you two should think about how much you've hurt your
daughter... and me.

RANDOR
Poor Prince Adam. Sorry we gave you such a horrible life.
Randor and Marlana exit.

ADAM
To be the most powerful man in the universe and still live with your
parents.

INT: PALACE – HALL OUTSIDE TOWER – SUNSET
Randor is locking the door.

RANDOR
We are doing the right thing?


MARLENA
Yes, of course. Adam is the future of our planet. We can't let him
run off to fight everything he thinks is unjust in the worlds.

That's He-Man's job.

RANDOR
Yes, of course.

EXT: PRISIONER'S TOWER -SUNSET
The Sorceress in FALCON FORM soars to the palace. Below,
CRINGER, a large green tiger with gold stripes, runs
through the forest up to the palace. A guard, staying well
out of his way, swings open the door for him.


INT: PALACE -SUNSET
Cringer races upstairs, smashing the prison door open in
his haste. The Sorceress flies in through the window. In
her talons are the swords of He-Man and She-Ra. She speaks
telepathically to him while hovering before him.

SORCERESS
I'm sorry I betrayed you Adam.


Adam pets Cringer.

ADAM
(forgiving)


YOU'RE HERE NOW.
SORCERESS
Even Sorceresses make mistakes.

The Sorceress gives him the sword of He-Man. He raises the
sword. Cringer cowers and covers his head with his paws.


ADAM
Sorry, Cringer. For the honor of Grayskull, I am He-Man!


Adam transforms into HE-MAN and breaks his chains. Cringer
transforms into BATTLE CAT, a more powerful version of
Cringer wearing body armor, and gives a mighty ROAR.


SORCERESS
Adora is on the planet Etheria in a place called the Fright Zone.


He-Man is startled at the mention of the Fright Zone, but
he recovers. The Sorceress gives him the sword of She-Ra.


The sword will help her find She-Ra.
He-Man looks into the jewel on the sword of She-Ra and sees
an image of Adora's face.


SORCERESS
It is time to do what you believe in, not what you are told.


EXT: FOREST NEAR GRAYSKULL -SUNSET
The Sorceress exits the tower in falcon form. He-Man and
Battle Cat leave the palace and walk towards Grayskull with
the falcon flying high overhead. Teela joins them.

TEELA
He-Man!


HE-MAN
(awkwardly) Hello, Teela.


TEELA
Have you heard? Adam and I found this sword that looks exactly like
yours, only it has a jewel. I think it means Adam is a chosen
one, like you. And we also talked to this very nice monster who I
just set free...


He-Man is examining the sword.

TEELA
Hey, that's it! Adam gave it to you.


HE-MAN
This is the Sword of She-Ra. Adam's twin sister, Adora--


TEELA
Adam has a twin!? When did this happen?


HE-MAN
When he was born. My mission is to travel to Etheria and rescue


Adora, who will find She-Ra--


TEELA
--the warrior?


Adam nods.
ADAM
--who, legend has it, will free the planet of the Horde.


TEELA
A challenging quest. Where's Adam, he's going with you, right? It's
his sister.

He-Man looks up at Sorceress who flies away. He knows he
is on his own.


TEELA
Oh I see. That Adam's so lazy.


HE-MAN
I don't know if I can do this... I'm going up against the entire


Horde force. Its not like keeping Skeletor out of Grayskull. This
means going into the Fright Zone...


TEELA
Hordck's command center? Oh hey, have you heard the one about the
guy who went in to try to save his friend? He ended with his head...
He-Man sits on a fallen tree. Battle Cat lies beside him.

TEELA
But you're He-Man! He-Man doesn't get scared!


HE-MAN
I'm traveling to a planet I've never been to, fighting an enemy


more powerful than I've ever been up against, looking for a complete
stranger.
Teela sits next to Adam. Both rest their chins on their
hands. A moment passes as they ponder the challenge.


TEELA
Well, sitting here worrying about it isn't doing us any good.


Enough pouting around, off we go.


They exit with Teela leading the way.
INT: CASTLE GRAYSKULL -NIGHT
He-Man, Battle Cat, and Teela (with napsack) enter.
Sorceress returns to human form.

SORCERESS
(Refering to swords)

That is all you are taking?

HE-MAN
Um, yes. There are only two of us against the entire Horde force. I
doubt that weapons will help much.

TEELA
(Munching on apple)


Lunch, will though.

SORCERESS
Good luck to you.


She points to one of the many doors in Grayskull and it
turns into a glowing portal. He-Man walks up to it, but
hesitates. Battle Cat does likewise.


TEELA
(taking a last bite)


You gonna save the universe, or what? Go.


EXT: PLANET ETHERIA -MOUNTAINSIDE -DAY
He-Man, Battle Cat, and Teela appear out of the portal on a
mountainside overlooking the Fright Zone.


HE-MAN
What do we do now?


Teela wraps her robes over her knapsack, pulls on her hood,
making her look like an old hunchback. She speaks in an
'old-lady voice':


TEELA
You're a rotten thief and I'm a merchant. Can't have any untaxed
commerce, now can we, sonny boy? Horde troopers will be over in a
jiffy. You'll be in the slammer in no time...


He-Man tucks the swords under his robes. Teela tosses an
old blanket over Battle Cat's armor.

HE-MAN
... and I'll bust Adora right out.


Teela heads down the mountain, picking up a walking stick
on the way to complete the 'Old Lady' transformation. She
hobbles away towards the FZ with Battle Cat by her side.


EXT: PLANET ETHERIA -MARKET PLACE -AFTERNOON
He-Man is strolling around acting casual in the crowded
market.


TEELA/ OLD LADY
Nature's candy! Nature's candy! Can't nobody outdo mother nature!


Listen to Grandma, eat your fruits and veggies, ya hear?


He-Man strides up to the 'Old Lady' and snatches a piece of
fruit up and begins eating. 'Old Lady' becomes hysterical,
calling for help.


TEELA/ OLD LADY
Oh, help! Thief! Rouge! Scoundrel! Fiend! Beast!


HE-MAN
I think they get the picture.


5 HORDE TROOPERS storm in, snatch He-Man away and drag him
to their transport, an iron cage drawn by horses. Teela
give him a discrete thumbs up, and starts munching on
another apple. They start the journey to the Fright Zone,
many miles away.


INT: FRIGHT ZONE -MANTENA'S CONTROL ROOM -NIGHT
Mantenna is a tall, thin, orange-red creature with a pointy
face and beady yellow eyes. He sits counting tax money and
recording on a scroll. In one column is a list of names, in
other it says "Paid tax?" followed by a list of "yes" s and
"no" s. Mantenna writes "no" and then stuffs some coins
into` his pockets. The Trooper approaches unnoticed by
Mantenna.


TROOPER
Sir!

Mantenna is startled. He recovers quickly.

TROOPER
We have a new prisoner.

Without turning around, Mantenna addresses the prisoner.

MANTEENA
So, are you ready to grovel at my feet and beg me to spare you?


Mantenna turns around to see the muscle-bound He-Man just
as he finishes speaking. He-Man is silent.


MANTEENA
Must be intimidated. Take him to the dungeon. The Force Captain is
always happy to have another guest.


INT: FRIGHT ZONE – PRISON -NIGHT
The Horde Trooper escorts He-Man through the prisoner's
area. Inside there are poor common people looking starved
and sad. One COMMONER is pleading with a Horde Trooper who
is locking him in a cell. Adora supervises.


COMMONER
But I did pay my taxes! There must be some mistake. Is there someone
I can talk to? No, don't do this! If I miss another day of work
they'll fire me. This isn't right!
Adora swings her sword dangerously close to the Commoner's
ear, threatening, as she speaks. He quivers in fear.


ADORA
Your whining is grating on my ears. If you don't shut up, I
don't see why I should be sparing yours.


The Trooper escorts He-Man down another corridor. Adora
stands in the center of the hallway, authoritatively.
Suddenly He-Man breaks his handcuffs and runs toward her.


HE-MAN
Adora! It's you! My Sis!

ADORA
Who you callin' Sis?

Adora punches He-Man in the face. Upon the sound of impact,
Adora recoils in pain. Doubled over, she clenches her hand.


HE-MAN
I didn't see that coming. Um, are you okay?


Adora curses under her breath and tries to hide her pain.

ADORA
What are you? Take his weapons! (to Troopers)


Adora holds her sword ready in defense. The Trooper takes
the swords and hangs them on a rack with other confiscated
weapons. Hordak secretly watches.


HE-MAN
Adora, listen, I'm your brother.


Adora rolls her eyes, and holds the tip of her sword to
He-Man's throat, forcing him towards the Energy Extracting
Chamber. But he is tired of playing prisoner. He-Man grabs
her sword and positions himself out of harms way.
Suddenly, Hordak reveals himself.


HORDAK
Troops!


At once, two massive Horde Troopers grab Adora! She
struggles, kicking fiercely. One Horde Trooper holds a
sword to Adora's throat.


ADORA
You morons! What are you doing?!


He-Man moves to free his sister.
HORDAK
I wouldn't try anything, He-Man. These Troopers will slice her


throat if you so much as take one step. And I have no problem with
killing her, she means nothing to me. Am I understood?

He-Man nods.

HORDAK
Wonderful. Now please step into that cell.


Hordak motions to the Energy Extracting Chamber. He-Man
walks into the cell, keeping eye contact with Adora.
Hordak locks it. He pauses to revel in his accomplishment.


HORDAK
Release her.

Adora glares hatefully at Hordak. He laughs.

HORDAK
I think he likes you.

Hordak exits. Adora looks wrathfully at He-Man. Suddenly,
her facial expression changes from a cold glare to wide-eyed
wonder, and she speaks softly. Shadow Weaver's potion
is wearing off?


ADORA
Brother? You are my brother?


HE-MAN
He-Man is ecstatic and emotional.
Yes! Oh, I thought you would never believe me. After all these
years... I'm so sorry you had to go through this.


ADORA
I'm sorry too... because now you must die. (coldly) Did you think


I'd fall for that?


Adora was faking it! She goes over to the control panel
in the middle of the corridor.


HE-MAN
No! Adora, no! Please trust me! Take the sword. You're suppose to
find She-Ra.

Adora coldly throws the switch on the control panel. He-Man
crumples to the floor with a loud cry, writhing in
anguish. His strength and energy are extracted from him and
funneled into pipes above the cell. A tear or two forms in
his eyes.


EXT: PLANET ETHERIA_-VILLAGE -EVENING
Teela has been hanging out in a small tavern, sitting
unoticed in the shadows with Battle Cat laying at her side.
A woman like Teela would look out of place in a tavern such
as this, if it weren't for the fact that she could take
down any one of these surly henchmen at the drop of a hat.
These men have hunting falcons perched on their shoulders,
fierce hounds, and assorted weaponry. Battle Cat suddenly
ROARS, simultaneously with He-Man's cry. Teela jumps,
startled, and everyone in the tavern turns and stares.


TEELA
Um... just a touch of indigestion. Keep it down, will you!


Battle Cat walks away looking back at Teela. He circles
back, and again walks away looking back at her.


TEELA
Kitty senses trouble?


Battle Cat growls.


EXT: ETHERIA -TAVERN -NIGHT
He exits the tavern and notices a light on the
mountainside. He takes off running towards it. Teela runs
after him. They race up the mountainside.


EXT: ETHERIAN MOUNTAINSIDE -NIGHT
A herd of colorful sleeping ponies scatter at the sight of
the galloping Battle Cat, with the exception of ICICLE, a
brave, blue Icelandic-type pony. Instead, he gallops up to
Teela and halts in front of her, rearing up. He whinneys a
'hello'. Teela pats the pony.


TEELA
Aren't you a brave one?


Icicle rubs against her and paws the ground. Icicle
kneels.

Oh! You want to take me somewhere?
Teela mounts Icicle and they gallop up high into the
mountains to an incredible castle made completely of ice.
Battle Cat follows.


INT: PLANET ETHERIA -ICE CASTLE -NIGHT
Teela dismounts once inside the ice castle and walks around
in awe, noting that everything, even the doorknobs, are
made of ice. Icicle takes them deep into the castle,
leading by whinneying and tossing his head. Teela and
Battle Cat follow. They go down a snowy hallway to an
ornate ice door. Icicle paws at the door. FROSTA (18, blue
hair) opens the door, looking like she just woke up. Frosta
smiles politely. Icicle pushes his way through the doorway
and walks into a royally decorated stall in Frosta's
chamber. He promptly begins munching on feed.


TEELA
Hi! Um... your pony brought me here. Maybe you could help me. I
came with He-Man…

FROSTA
He-Man? Oh, please come in.


TEELA
Thanks. I think he might be in trouble.

INT: ICE CASTLE -FROSTA'S BEDCHAMBER -NIGHT
Teela sits on Frosta's bed and wraps her arms around
herself. Battle Cat lies down with his paws curled beneath
him and fluffs out his fur her bare feet, unaffected by the
cold.


TEELA
He-Man went into the Fright Zone to rescue Adora.


FROSTA
(shyly) The Fright Zone is a dangerous


place, even for a legendary warrior. And Adora is the Horde

Force Captain. Evil girl. If you ask me.

TEELA
Really?... Really.


FROSTA
(shyly) We should probably ask Glimmer for

help. She's the leader of the Rebellion, and knows how to handle
things like this. Come Icicle, we're off to the Whispering Wood.

All exit, except Icicle. Icicle jerks his head up from his
feed when he realizes he is alone, and trots quickly
outside to join the others.


EXT: OUTSIDE THE ICE CASTLE — NIGHT
Behind them the ice kingdom can be seen, lit by the
moonlight.


TEELA
Your pony's name is Icicle? Does one from an ice kingdom perceive
its iciness?

Frosta blushes, and offers her hand, vertically.

FROSTA
Oh, how rude of me. I'm Frosta, Empress of the Ice Kingdom.


TEELA
Well there you go. I'm Teela, and you know the great Battle Cat.

They touch each other's palms in greeting. They hop on
their respective mounts and gallop towards the Whispering
Wood.


INT: PLANET ETHERIA -GLIMMER'S TENT -NIGHT

GLIMMER (15 y/ o girl, dark complexion, lavender hair, green
eyes) lies awake in her bed. She recalls the day's events.

EXT: FRIGHT ZONE – FRONT GATES_-DAY
Peering out from behind a tree, Glimmer sees a Horde
Trooper pacing in front of the gates. When he paces away
from her, she signals to BOW (25, burgundy hair, green
eyes, a heart with an arrow through it tattooed on his
chest). Bow shoots a flaming arrow into a pillar next to
the guard. While the guard stares at arrow, THREE REBELS
run up behind him. The FIRST REBEL spins the guard's
helmet backwards so he can't see. The SECOND REBEL disarms
the guard, and the THIRD REBEL ties him up. Together they
carry the guard into the nearby woods. Then 30 rebels (boys
& girls, all races, under 18 yrs./ old) run out of the
forest and paint the walls of the Fright Zone with phrases
like: FIGHT THE FRIGHT ZONE, DOWN WITH THE HORDE, HORDAK
SUCKS. Hundreds of HORDE TROOPERS arrive, some on horses,
some on foot, way outnumbering the rebels. The rebels don't
stand a chance, but stand their ground. One Horde Trooper
clubs A BOY (13ish) over the head. He falls unconscious to
the ground. Glimmer takes note.


GLIMMER
Troops! Retreat, retreat!


As Rebels on the frontline retreat into the forest, others
roll out a giant catapult with a pile of steaming manure.


GLIMMER
Everyone! Get back.


Glimmer runs to the BOY and picks him up. A Trooper on
horseback nearly maims Glimmer, but she out maneuvers and
they escape into the forest. The Rebels launch the
catapult. Chunks of manure hit the Troopers, knocking some
off their horses. The Rebels catch the riderless horses and
take off into the forest. They cheer and holler
victoriously. Glimmer shares in the enthusiasm, until she
looks over to the injured boy, who is coming to and
grimacing in pain. She wears an expression of guilt.


EXT: PLANET ETHERIA -VILLAGE – DAY

Glimmer and the Rebels attempt to recruit people for the
Rebellion. A SHY YOUNG REBEL is reluctant to speak to the
villagers. Glimmer, crouched down to the little Rebel's
height, gives encouragement.

GLIMMER
You can do it. There's nothing to be nervous about. Just walk up to
them and tell them about the Rebellion. Watch.
(To a LADY walking down the street)
Ma'am, please, just a moment.

LADY
Sorry, I really can't help. I'm in a rush.


Glimmer approaches a man in the street.

GLIMMER
Sir, it is time to end the injustice of Horde rule. Join the
Rebellion, and help us bring down Hordak's Empire.


MAN
Please leave me alone.


GLIMMER
Just take a flier! We could stop the Horde if we just had more
rebels.

The man holds up his hand and walks away. Glimmer
approaches a TEENAGE GIRL.


GLIMMER
Hi there. Aren't you tired of people going along with what
everyone else says?
Glimmer hands the Teenage Girl a flier.

GLIMMER
Have you thought about joining the Rebellion? You could actually take
part in ending the Horde's rule.
The Teenage Girl's MOTHER approaches and thrusts the flier
back at Glimmer.


MOTHER
I don't want you talking to my daughter.

GLIMMER
She has to know what's really going on. You don't want her to be
another mindless minion, do you?

The Mother pulls on her daughter's arm and drags her away.

MOTHER
Look, we have enough to worry about, can't you just get someone
else?


EXT: PLANET ETHERIA -WHISPERING WOOD – DAY
Glimmer stands on a boulder in front of a waterfall giving
her formal address. The rebels are gathering around.


GLIMMER
We have accomplished great things today, and we have advanced the
cause of the Rebellion. We may not have recruited any new members, but
we got the word out, and that is an achievement. People first must know
that there is another way besides obeying the Horde. So, although
our numbers are still few...
(Wide shot reveals the Rebellion is a
small group of teenagers. )


... our mission today was a success, and I'm really proud of all of you.
You are the ones questioning the way things have been done, and you
aren't satisfied just sitting around and watching the past repeat
itself. You are making the most of your lives, striving to better the
world you've come into. Most people just live for the sake of
mere existence. They aren't really trying to do anything besides
survive. But what you are doing--fighting for what you believe in--
you are truly living, you understand what life is about. Take
my word; we will make the world a better place.

REBELS
Long live the Rebellion! Long live the Rebellion!


QUEEN ANGELLA (dark complexion, 40's), with angel wings,
flies down from the sky aboard her white Pegasus. The
rebels gasp at the sight of this royal figure in their
presence.


ANGELLA
Actually, I hope it doesn't. As long as the the Rebellion lives,


the Horde rules.
All the rebels suddenly drop to their knees out of respect
for Her Majesty.


REBELS
Long live Angella!
ANGELLA
Oh, stop that! My ego doesn't need anymore stroking! Get up all of
you.

She dismounts her Pegasus. She says to herself as she
straightens her robes:


I do not lack self-confidence so much that I need people bowing,
and what not in my presence; it's embarrassing.


GLIMMER
Mom! What brings you to the Whispering Wood?


They embrace.
ANGELLA
Not what, who. (Pets the pegasus.) Elysium brings me to the
Whispering Wood.
GLIMMER

Oh Mom. I mean what occasion brings you here?

ANGELLA
I'm looking for a boy. About so tall… black hair, blue eyes… I've


got to find him before his father does.


GLIMMER
Hey, I know him!... Who is he?


ANGELLA
Prince Seric. He ran away to join the Rebellion and his father, the
King of Nabrylla, doesn't find it "appropriate or amusing."


GLIMMER
Mom... this boy... he's been injured. Not badly, but he's in


the hospital tent.
They head to the hospital tent.


INT: PLANET ETHERIA -HOSPITAL TENT – DAY

ANGELLA
Prince Seric, you sly devil you. How did you manage to sneak out of
the Palace?
SERIC

You aren't going to tell Father where I am, are you?


ANGELLA
Of course not! But the trouble is.. he already knows... oh sweety,


you're bleeding! Glimmer, can you fetch some water?


Glimmer exits.

Your father has managed to locate you, and he is on his way. We'll
do our best to convince him to allow you stay.


SERIC
He won't.


KING
No he certainly won't!

They turn around, startled.
How dare you try to undermine my authority. Both of you!


ANGELLA
If you weren't so stubborn and narrow-minded, we wouldn't need to


undermine your authority. You are so focused on your own image that
you can't understand that your son is doing the right thing.


KING
You know nothing about me or my son!


ANGELLA
No I don't know anything about you... a king so self-centered,
and frightened of life itself, he won't support his son in fighting
against what's wrong with this world!


Glimmer returns to the hospital tent, but doesn't enter,
hearing the raised voices of Angella and the King.


KING
Unlike you, I am a responsible parent, I'm protecting my son from
every danger I know of. I won't stand to see him killed in
fighting the Horde with a bunch of foolish children lead by an
ignorant little girl!


ANGELLA
No, what you won't stand to see is your son grow up and become the
man you refuse to be! Seric is mature enough to sacrifice his
wealth and status to support the Rebellion! He understands that to
stand by silently and watch injustices being propagated is the
same as endorsing them.

As Angella's and the King's voices are raised the Rebels turn and listen in on the argument.
Glimmer's face reddens with embarrassment.

KING
Your daughter is a stupid little girl, who would lead these Rebels
to their death for her own vain glory.

Glimmer has had enough and enters the tent.

GLIMMER
That's not true!

KING
Be honest, Glimmer. The purpose of this little club is to satisfy
your power-hungry ego. You could care less about the consequences.


GLIMMER
How dare you. I am fighting for what I believe in, and I intend to
win.

KING
You're the one who lead my son into danger.


GLIMMER
Fighting for what is right isn't without risk--


KING
Risk I am not willing to take! Seric is the future of Nabrylla,
and for him to fight risks the stability of the entire kingdom
for the sake of this game. He is coming home immediately.


GLIMMER
(To Seric) Seric, I am sorry you were hurt.


But just because we are doing the right thing doesn't mean we are
invincible. But it does make your bravery even more admirable.

KING
Don't pretend to care about him.


GLIMMER
I care about all the Rebels.


The King exits the hospital tent, and addresses the
eavesdropping rebels.


EXT: HOSPITAL TENT – DAY


KING
Your leader has as much compassion for you as a desert has water…


ANGELLA
Enough.


KING
She's the leader, and she is responsible!


(To rebels) If she cares about your welfare,
then why did she lead you into danger?


GLIMMER
I didn't mean to.


KING
I see, so you're an incompetent leader?


GLIMMER
I am not.


KING
Tell me, Glimmer, if you care so much about the rebels…


The King steps into the crowd of rebels and pulls out a
girl.


KING
... then tell me, what is this girl's name?

Glimmer is silent.

KING
There aren't very many of them. Surely you cared enough to
remember their names?

GLIMMER
(holding back tears) What you want to hear is that I
don't know their names. You're right. Are you satisfied?


Seric exits the Hospital Tent, holding a rag to his wound.
Glimmer pleads to him.


GLIMMER
Seric, I'm sorry.


SERIC
But, you didn't even come to the Hospital Tent to see how I was
doing.

The King shakes his head in disgust.

ANGELLA
Your Highness, what exactly are you trying to accomplish?


KING
This: Glimmer, you're just a kid you're too young to understand how
the world really works. It's time for some responsible
adults to bring this Rebellion nonsense to an end.


GLIMMER
You want to end the Rebellion?


KING
Of course, it's foolish and dangerous, and above all
unnecessary.

GLIMMER
But, who will free Etheria from the Horde?

KING
The one the Prophecy fortells will come.


GLIMMER
But, it's been a long time since the Prophecy, and this destined
one hasn't shown up!

KING
Destiny takes time.


ANGELLA
But, what if there is no destiny?

The rebels gasp at the Queen's blasphemous remark.

KING
Do you doubt the wisdom of Grayskull? You doubt the
Sorceress?!

ANGELLA
What if Glimmer is the one destined to free Etheria?


A REBEL
The Prophecy said the person would have a sword.


SECOND REBEL
A sword of great power...

THIRD REBEL
... With a mirror-like jewel.
This attack on Glimmer's self-esteem is taking it's toll.
She is beginning to break down.


GLIMMER
(tearfully) We don't need to wait around for
destiny. We've been doing fine with out it. Who's with me?

The rebels are silent.

REBEL
Maybe the King's right. Maybe we've been going about this the
wrong way.

GLIMMER
After all I've done for us?


KING
Have you been doing this for them, or have you been doing this for
yourself?
Glimmer is crushed. She watches the Rebels disperse.
Angella touches Glimmer's arm. A young rebel steps forward.


YOUNG REBEL
Glimmer, if we don't even have destiny on our side, how can we
possibly defeat the Horde?


INT: GLIMMER'S TENT -NIGHT
Glimmer looks worried. She gets out of bed and climbs out
the window, and walks a short distance to a smaller tent.
She enters.


INT: BOW'S TENT -NIGHT
Right inside the tent is a horse-stall built for a very
pampered horse. There is a gold nameplate on the stall, and
spelled out in gems it says "Arrow". ARROW, a sleek dark
bay horse, is sleeping inside the stall. He wakes at her
approach. Glimmer strokes his face.


GLIMMER
(whispers) Hello Arrow.


BOW doesn't notice.
Glimmer enters. He is polishing a very ornate looking
sword.


GLIMMER
Good evening, Bow.


Bow didn't realize she was there, and scrambles to hide the
sword—-but there is nothing to hide it with. His tent is
spartan, except for Arrow's stall, which is heavily
decorated with ornaments and jewels.


BOW
Oh! Glimmer! I've been working on this for you. I guess you can have
it now.

He gives her the sword. It's silver with a gold handle, and
all sorts of beautiful swirley carvings and gems. Engraved
on the blade it says:" Glimmer, Leader of the Rebellion "


GLIMMER
Bow! Its beautiful, thank you.


BOW
You're welcome. You've earned it.


GLIMMER
Bow, do you think I am a good leader?


BOW
Glimmer, for since as long as I can remember, and maybe longer,
people--adults--have been complaining about how the Horde
oppresses us. They dreamed of freedom. But not one of them did
anything about it. Then you, a youth, organized all those adults
who've been complaining, and you founded the Rebellion. You have
done something that the adults couldn't do. Sounds to me like
you're more than a good leader, you're a great leader.


GLIMMER
But, have I made a difference? Sure, I started the Rebellion, but
the Etherians are still slaves.

BOW
Glimmer, we are changing things, we're changing people's minds.


Don't let what happened today get you down. You've never let what
people say bother you. When people say you're too young to
lead the Rebellion, you always ask, "Who else is going to do it?"

GLIMMER
But it's like you said, I'm just a kid, and I don't have any powers.


BOW
What do you mean you don't have powers? You can do almost anything
with light!

Glimmer makes an orb of light in her hand

GLIMMER
(stone-faced) I can make things glow...
whoop-dee-doo.

FROSTA
(O. C.) Bow! Bow! Are you there?


Bow and Glimmer exit the tent, finding Frosta and Teela.

EXT: WHISPERING WOOD -BOW'S TENT -NIGHT
FROSTA
Oh, hello there both of you. I'm very sorry to disturb you this
late at night or this early in the morning, whichever it is...


GLIMMER
What's wrong, Frosta?


FROSTA
Well, this is Teela. (Introductions)


Teela: Glimmer. Glimmer: Teela. Teela: Bow. Bow: Teela.


All say hello and nod.

GLIMMER
Trouble Frosta?


Frosta nods.
A moment later Glimmer and Bow, now in armor, ride double
on Arrow. They gallop away following Frosta and Teela.

EXT: CASTASPELLA'S CASTLE -NIGHT
Glimmer, Bow, Arrow, Frosta, Teela and Icicle approach
CASTASPELLA'S CASTLE. Glimmer whistles a signal.
CASTASPELLA (20's), a dark-haired and dark-skinned woman,
comes to a high window.


GLIMMER
Castaspella! Eternia's in big trouble.


INT: CASTASPELLA'S CASTLE -NIGHT
Castaspella, now in armor, and crosses the hall to Xerxes'
room. XERXES (16), an exotic-looking boy, is working with
test-tubes, flasks and colored bubbley-goo.


CASTASPELLA
Xerxes! Prepare for war. He-Man is in danger.


EXT: CASTASPELLA'S CASTLE -NIGHT
Cataspella emerges on OBSIDIAN, a large black Fresian-type
horse, and leading NUCLEUS, a flaxen liver-chestnut.
Xerxes comes out running and leaps onto Nucleus.


XERXES
Sorry to wake you, Nucleus, but we're going to need all the help


we can get.
GLIMMER
Let's go!


All gallop off.


INT: FRIGHT ZONE – PRISON AREA -NIGHT
He-Man is writhing in pain as his life energy is being
extracted from him. Adora turns on her heel and walks away
down the corridor.


Suddenly a light illuminating from behind casts her shadow
on the wall in front of her. In a state of shock she turns
around to find the source of the light--the Sword of She-Ra—
is hanging on the confiscated weaponry rack.

Adora is irresistibly drawn to the brightly glowing
weapon. She picks up the sword and looks into it's mirror-like
jewel. Adora sees her life played back from the
present to her childhood, images of Hordak and Shadow
Weaver putting spells on her in her sleep, poisoning her
food, berating her, and shaping her into a heartless
killer. Hordak is seen punishing innocent people, enslaving
the inhabitants of Etheria, driving the people to poverty,
breaking up families to draft young people for the Horde
Force. Shadow Weaver is seen working in her chambers
studying and translating an ancient book of spells,
concocting potions and poisons, then stumbling across the
prophecy of He-Man and She-Ra. Adora then sees Hordak and
Shadow Weaver steal her as a baby, and finally the
Sorceress and the Circle channeling their energy into the
swords. The Sorceress repeats the prophecy, but this time
she says:


SORCERESS
On this eve, pure spirits have graced our worlds. Two, noble of
heart, who shall one day set free the planets.... He-Man and She-Ra!
For the Honor of Grayskull!
In the flashing images in the jewel, Adora sees He-Man's
face, and her own, in an orb above the Sorceress' head.
Adora is She-Ra! With the Sorceress's words echoing in her
mind, Adora is overcome with emotion. She is in shock,
disbelief. Then, for just a moment, tears fall freely,
tears of regret for her alliance with the Horde, of regret
her cruelty towards the prisoners, of regret for the life-long
deception. But now, Adora knows. The sword takes
over, lifting her arm into the air. She understands what
she must do.


ADORA
For the honor of Grayskull, I am She-Ra!


Swirley lights and magical sparks emit from the sword and
Adora transforms into She-Ra! She-Ra pushes the lever,
turning off the Energy Extracting Chamber. She flips
another switch, unlocking all the prison cells in the
dungeon and setting off a warning. Hundreds of prisoners
begin to make their escape from the Fright Zone. She-Ra
breaks the impenetrable glass of the Energy Extracting
Chamber with her sword and picks up the unconscious He-Man.
Horde Troopers start appearing, yelling orders to get
weaponry and alert Hordak to the disaster. In the
confusion, She-Ra runs down the corridors through several
passageways, just barely unnoticed by Horde Troopers.


EXT: OUTSIDE THE FRIGHT ZONE --SUNRISE
At a discrete distance in front of the front gates, the
Rebels (Glimmer, Bow, etc.) are reviewing their rescue
plan.


FROSTA
(hesitantly) If the most powerful man in the
universe can't get himself out of there, how are we supposed to?


BOW
We'll infiltrate from the North quadrant, heading west along the
sewage canal...

XERXES
... we'll attack the unfortified flank with high velocity arrows
traveling in a upward trajectory to cripple their defense systems--


GLIMMER
Defense systems? Um, whatever. We'll just wing it.


They charge towards the front gates of the Fright Zone when
suddenly the gates swing wide open and a rush of prisoners
comes stampeding towards them. The Rebels' horses spook
and rear at the chaos. In the center of this flood of
escaping prisoners is She-Ra carrying the limp body of He-Man.
Teela spots them and calls out. Glimmer charges down
to She-Ra, blasting a bolt of light to She-Ra'a eyes, but
she dodges out of the way. She-Ra tries to escape, but the
gang expertly surrounds her before she can get away.
Glimmer confronts her, threatening another blast to the
eyes.


GLIMMER
Drop him!

SHE-RA
Please, just let me go. He's hurt.
Teela jumps off Battle Cat and rushes up to the
body. Battle Cat bounds after her.


TEELA
He-Man! No...


SHE-RA
You know him?

Teela nods with tear-filled eyes. The Rebels, closer now,
can see he is lifeless. Battle Cat nuzzles He-Man's hand.
The rush of prisoners has been followed by a mass of Horde
Troopers on horseback, adding to the already tumultuous
situation.


GLIMMER
Stranger: Teela. Teela: Stranger. Ok, let's go!


Arrow, Obsidian, Icicle about face and gallop full speed
into the Whispering Wood with their riders. Xerxes and
Teela pull up alongside She-Ra, offering her a ride.


SHE-RA
Thanks, but I think I'll be all right.


Xerxes and Teela watch in disbelief as She-Ra takes off
running, just as fast as the horses did, and still carrying
He-Man. Battle Cat and Nucleus bolt off after her, and
finding it challenging to catch up with her.


EXT: WHISPERING WOOD – SUNRISE
The Rebels and She-Ra escape into the forest. She-Ra lays
the limp body of He-Man on the forest floor. He shows no
signs of life. Teela dismounts and runs to He-Man's side.
Battle Cat lies devotedly beside him.


TEELA
What happened?! What's wrong with him?

She-Ra is close to tears.

SHE-RA
I didn't know. I'm so sorry!


She-Ra places her hands on He-Man's chest, and her hands
glow. This startles She-Ra and she releases them.


TEELA
He-Man! Wake-up, wake-up! You're going to be all right.


She-Ra, terribly upset, runs off into the woods.
FROSTA
(calls after She-Ra) Who are you, anyway?


TEELA
No! This can't be!

Teela begins to sob.
You're okay. Wake-up!
The Rebels leave her alone.


No, Eternia needs you! You can't die now.
She stares at his face for a moment, now certain he is
dead. Then she staggers to a standing position.


TEELA
Good-bye, Adam. I'm sorry I failed you.

Teela gives him an Eternian soldier's salute. She hangs
her head and walks away slowly. Then she hears a weak
voice behind her and stops in her tracks.


HE-MAN
You haven't failed me... yet.

Teela turns around and races back to his side. She makes a
cry of relief and hugs him.


HE-MAN
And anyhow, you're not supposed to know who I am.

TEELA
(tearfully) What do you think I am... stupid?


EXT: WHISPERING WOODS – DAY
She-Ra is alone, sitting at the edge of beautiful pond. Her
eyes are red from tears, but she isn't crying. She closes
her eyes and makes a little tearful sigh. A moment passes.
He-Man appears out of the trees behind her. He is still
very weak, and can only stand using the trees for support.


HE-MAN
Sis?

She-Ra turns around and gasps, relieved to see him alive. A
tear or two falls from her eyes. He-Man tries to walk
toward her, but only takes a step before he falls to his
knees. She-Ra runs to him and kneels beside him. He-Man
clings to her for support. She-Ra embraces him.


SHE-RA
Oh, I'm so sorry. I didn't know. I'm sorry.


Teela, Glimmer, Frosta, Bow, Xerxes, and Castaspella enter
facing He-Man and She-Ra.


FROSTA
Referring to my previous question, who are you?


HE-MAN
This is my sister, She-Ra.


BOW
(whispers O/ C) The legend!


SHE-RA
I'm sorry it took so long getting here, but I'm going to lead the
Rebellion.

XERXES
It's wonderful to meet you, She-Ra. We're all big fans of your
brother. If you can do half of what he's done for Eternia,
Etheria will be free in no time!

My name is Prince Xerxes. You may be familiar with some of my
books...

CASTASPELLA
Oh brother.


XERXES
I've written, "The Complete Guide to the Lunology and Craters of
Bright Moon". Have you read "The Delicate Ecosystem of Etheria's
Ice Kingdom"?

SHE-RA
No, I'm afraid I haven't read your books. But I'll be sure to pick
them up some time.

CASTASPELLA
She-Ra, I'm Castaspella, Queen of Mystacore.

She tussles Xerxes hair.
This is my little bro. Let us know if there is anything
we can do to help you with the Rebellion.


Castaspella pushes Frosta in front of She-Ra.
CASTASPELLA
And this is the lovely Frosta, Empress of the Ice Kingdom.


Castaspella motions to Bow.
CASTASPELLA
And this is Bow, a good friend to the Rebellion.

BOW
Wonderful to meet you.

Teela steps forward.

TEELA
I'm Teela, Captain of the Royal Guard, from Eternia.
Glimmer steps forward, almost introducing herself as leader
of the Rebellion.


GLIMMER
Hi, I'm Glimmer, lead--Um... Let me know if there's anything I can do
to help out. Tell me She-Ra, where did you come from?


All the cruel things she had done as Force Captain flash
through She-Ra's mind. She tries to cover her connection
to the Horde.


SHE-RA
Well, um, He-Man and I were separated at birth. Since then I
have just been a... um... farm girl... and then...


HE-MAN
Then you got arrested by the Horde...

SHE-RA
Yes, absolutely! And it's a good thing you came, just in time, to
rescue me...

HE-MAN
... and give you the Sword of She-Ra.


SHE-RA
And give me the sword.


Frosta appears skeptical.
FROSTA
(whispers to Teela) What about Adam's sister, Adora?


TEELA
Um, don't worry about it. She went home.


INT: PLANET ETERNIA -GRAYSKULL – DAY
We see the vast galaxies of the universe, the comets, the
Milky Way, the explosions of supernovas, the forming of

solar systems, the bizarre shapes of space nebulas, as we
rush along in a gallop through in an exploration of the
cosmos. We draw further and further away from a center
point, until what we see is no longer the universe, but the
eyes of a falcon--the eyes of the falcon headdress worn by
the Sorceress of Grayskull. The Sorceress is in a deep
meditative state, unlocking evermore secrets of the universe
only she has deciphered, as she sits on her throne. One of
the many doors in the labyrinth of Grayskull begins to glow
and turns into a portal. She comes out of mediation, and
turns her eyes to the portal. He-Man and She-Ra step
through, and the Sorceress smiles broadly, gracefully
descends the stairs of her throne. She embraces She-Ra, and
looks proudly at He-Man.


SORCERESS
She-Ra! I've been waiting for this day. Your parents are so worried
about you, Adam. I told them you wouldn't fail... and here you are.

HE-MAN
(whispers to She-Ra) She's the Sorceress of Grayskull.

SHE-RA
Very nice to meet you. Um, how do I turn into Adora, again?

Teela enters through the portal just as She-Ra asks her
question. The Sorceress is startled, since no one is
supposed to know the true identities of He-Man and She-Ra.


HE-MAN
Don't worry, Sorceress, Teela already found out. She knows how
to keep a secret.
The Sorceress takes She-Ra's hand and places it over the
red gem on She-Ra's crown. She-Ra transforms into Adora.
He-Man turns into Adam by touching the emblem on his armor.


SORCERESS
Well, you two better get going. Marlena and Randor never thought
you would succeed.

ADAM
I don't really think I want to see them right now.

SORCERESS
You made it back to Eternia, didn't you?


ADAM
Yeah.

The Sorceress losses her aloof regality for a moment.

SORCERESS
That means you want to rub their noses in the fact that you proved
them wrong.

ADAM
You bet I do.


SORCERESS
And if you don't, I'll be really disappointed, because I want to
see the looks on their faces when they see you and Adora.

ADORA
Sorceress? This sword is incredible. Where did its power
come from?

SORCERESS
The Circle was an alliance of elders who gave their lives so
that one day the planets could be free. The swords of He-Man and
She-Ra are their legacy. I know of nothing more powerful.


ADORA
The Swords of Power... they can't be broken?

SORCERESS
Anything can be broken, but only by something stronger. If they
were broken it would be an enormous release of energy... But
there is more to being She-Ra than the sword.

INT: PALACE COURT -DAY
Queen Marlena and King Randor are dressed in royal attire
and sitting on their thrones in front of a full Royal
Court. Adam enters the Great Court with Adora riding
Cringer. Adora realizes she still wears the Horde emblem.
Trying to cover it up, Adora wraps her cloak about herself,
covering her face. Two commoners stand before the king and
queen, one with a fantastic phoenix, slightly singed and
smoking.


RANDOR
The fine will be thirty days labor. Let that be a lesson to
you. We have fire prevention laws on books strictly prohibiting
unattended phoenixes in wheat fields.

Commoners and phoenix turn to leave.

ADAM
Miss me?

RANDOR
(at a loss for words)


Adam! …Adam!
ADAM

(sarcastic) Your Majesties, I present to you

Her Royal Highness, Princess Adora of Eternia.

Adam bows, presenting Adora.

MARLENA
That is not even funny, Adam.

RANDOR
How dare you make such a cruel joke as if you haven't done enough
already.

Adora dismounts Cringer.

MARLENA
I advise you, young lady, to leave these premises at once. You should
be ashamed of yourself!

RANDOR
Both of you leave! I don't even want to look at you.

ADAM
This is no joke. I've brought Adora back.

Adora removes her hood, exposing her face for the first
time. Marlena decends her throne and approaches Adora, in
awe. Randor follows reluctantly.


RANDOR
Oh come, now Marlena. Don't tell me you're taken in by this
foolishness. You know Adora is lost forever.


MARLENA
Randor, look at her...


RANDOR
Look me in the eye, young lady. Who are you?


Adora removes her cloak entirely, revealing the Horde
emblem.


ADORA
Adora, Horde Force Captain and highest ranking warrior. Awarded


the Zilsian Coda for winning the Duel of Champions three times.
Equally skilled in the long blade and the Comandatre machete. Most
decorated member of the Horde Force. And you'd be... my Mom and
Dad?


RANDOR
I can't believe it! I can't believe it.

Randor and Marlena cry, and embrace Adora. Then Marlena
hugs Adam.


MARLENA
We should have never doubted you.


RANDOR
Forgive us, Adam. Adults are cynical and hopeless as you say...


Adam chimes in, as if this is his mantra, and they say the
rest in unison.


RANDOR AND ADAM
... the inevitable by-products of age.


MARLENA
Age may bring wisdom. But there is more to learn from youth.


RANDOR
(tearfully) Today is a day celebration. The


whole planet rejoice!


EX – PALACE COURTYARD -DAY
Randor, Marlena, Adora and Adam are standing on the balcony
over looking the courtyard, which is filled with thousands
of people.


RANDOR
Today I bring joyful news. Many years ago when Prince Adam was
born, he had a twin sister. Sadly, the night of their birth the Horde
stole her from us. The Sorceress placed a forgetfulness spell over
the kingdom to spare us from the grief.


COMMONER
(to his buddy) I don't remember that.

MARLENA
Years passed, we feared our daughter was gone forever. But our
brave Prince Adam has single-handedly fought the Horde and
brought our dear Adora home to us!
Adam and Adora exchange a glance, recalling a different
story.
And now I present to you, Princess Adora.

The audience forces an unenthusiastic applause.

RANDOR
Today, we have defeated the Horde.


The crowds murmurs in disagreement.
Not entirely, but in a small way. As you see, my Kingdom, good is
prevailing!
Applause again, and the crowd disperses.

COMMONER
(To his buddy) Don't get me wrong. I'm glad the
King and Queen got their daughter back. But it doesn't do us a lot
of good. I still have to work everyday, and half my income goes
to the Horde.

HIS BUDDY
You're telling me. You know, the Royals are always saying how some
day good will prevail and we'll all BE free. But I haven't seen
them do anything about it.


INT: ROYAL PALACE -SIDE ROOM -NIGHT
Marlena, Randor, Adam, and Adora are seated around a table.
ADORA
Combined, the forces of both planets outnumber the Horde's. If
everyone refuses to pay taxes and, as a whole, we stop obeying the
Horde, they are powerless. We'll protect those whose lives are in danger. We'll have more than a
fighting chance.

RANDOR
If we choose not to obey the Horde, people will die. We simply
can't take that risk.

ADORA
I know, I know. Fatalities are a possibility. But, for freedom! We
can't let the Horde control us forever.


MARLENA
Adora, we just got you back. We don't want to loose you again.


ADAM
Mom, what was it you said about 'learning so much from youth'?


MARLENA
That's true. But, you can learn from adults too. We have
experience with the Horde; we know what can happen.
Adam folds his arms across his chest and glares.

RANDOR
Adam, please, just acknowledge that your parents know more about
these things than you do.

ADORA
Your Majesties, I have a question. When you pass on, what will your
legacy be? You have the chance to be remembered as the King and
Queen who freed Eternia and Etheria. And you also have the
chance to do nothing and be forgotten, like most people are,
when they leave this world. Don't you want to leave something great
behind as your legacy?

RANDOR
We will leave two beautiful things behind, Adora. (Regarding their
offspring)

ADORA
But someday Adam and I will leave this world, too. What of your
legacy then?

ADAM
Why can't you at least take the risk? Isn't freedom worth it?

MARLENA
We have taken risks. When they took Adora, your father and I had
to make a choice. We searched all over Eternia. But we knew our
search was in vain...
ADAM
(interrupts) You searched?


RANDOR
Well, you know, we had people.


MARLENA
We knew the Horde must have taken her to their base on Etheria.


ADAM
If you know where she was, why didn't you go after her?


MARLENA
The Sorceress' Portal didn't always exist. She devised it only
after Adora's abduction. The portal is made of a very volatile
and treacherous magic. Of course, your father and I were more than
willing to risk out lives, if it meant that our daughter would be
returned to us. But if we died... the kingdom would have been
vulnerable to the Horde. The devastation... we couldn't gamble
the welfare of the kingdom for one
person, no matter how precious, or for our own happiness.

ADAM
Why couldn't you send one of your people through the portal?


RANDOR
We did. But that trusted person we sent to rescue Adora turned out to
be a traitor. He used the opportunity to damage the portal,
attempting to destroy it.

ADORA
I don't understand, if the Sorceress' Portal is the only way
to travel between Eternia to Etheria, then how did the
Horde...?

MARLENA
They must have their own portal. You see, we had to make the
excruciating choice to risk our daughter for the sake of Eternia.
But now Adora is returned to us. It must have been meant to be.


RANDOR
You two are the Prince and Princess, can't you see your lives
are too valuable to risk in fighting the Horde?


ADORA
Our lives are too valuable? Because I'm royalty, that makes my
life is more valuable than another's?


MARLENA
You're valuable to us! Fate has brought you back, Adora, we don't
want to lose you again.

ADORA
Your Highness, fate didn't bring me back. Adam did. It's the
choices we make determine the outcome of our lives. But, if you
believe in fate, then think of it
as my fate to fight with the Rebellion.

RANDOR
(tearfully) Adora, please don't leave.


MARLENA
(tearfully) If you leave, you will hurt us in
ways you can't imagine.

ADORA
I'm sorry for all the pain I've caused you. But, this is my life,
and I have to do what's right for the people of Eternia and Etheria.
I owe them that.

RANDOR
I know you're angry at us for trying to protect you, but you are
our child and we've already lost you once.

ADORA
This is what I have to do.
Tears shine in Randor and Marlana eyes. A moment passes in
tense silence.


MARLENA
You'll join the Rebellion whether we want you to or not. There's no
point in us being angry.

RANDOR
I wish you'd stay with us, Adora. It's a shame that you've grown up
an orphan.
ADORA

I wasn't an orphan. Hordak and Shadow Weaver raised me. I'm
really not that different; no one gets to choose their parents.


RANDOR
You can choose us as your parents, if you like.

MARLENA
Adam can tell you, we may not be perfect... in any case, will you
be our daughter?
ADORA

I am your daughter.

Adora places her hands on their's.
INT: FRIGHT ZONE – PALACE -DAY
Hordak is slumped in his throne, shot glass in hand,
completely devastated. Shadow Weaver stands before him.


HORDAK
The last time I saw him, He-Man was as good as dead, and now not
only is he gone, but we've lost all the prisoners, and Adora! So
much for your powerful spell.

SHADOW WEAVER
The problem wasn't my spell.

HORDAK
(sarcastically) Oh! Of course it wasn't! The great
Shadow Weaver never fails. She's just mystically challenged when it
comes to maintaining essential members of our operation under
control.

SHADOW WEAVER
Don't mock me, Hordak. The problem wasn't my spell. That girl is
willfull. No spell can control her spirit.

Hordak, his eyes bleary with alcohol, stands and addresses
an imaginary crowd.

HORDAK
Ladies and gentlemen, it is an event to remember. She, who we
know as a mystic of most impeccable record and tremendous
ability, the great Shadow Weaver, has met her match.

Hordak puts down his empty glass and exits.

SHADOW WEAVER
(furiously after him)

Of course not! That girl is no match for me. Mark my word: I will
have Adora dead before sundown.
Catra enters.
CATRA

Shadow Weaver, let me kill her.

Shadow Weaver ignores her and goes after Hordak.


EXT: PLANET ETHERIA -FARM -DAY
A little BOY and his FARMER dad hitches SPIRIT, a white
Arabian-like stallion with a chestnut mane and tail, to a
wagon. The boy holds the horse's lead rope, while the
farmer roughly drops the harness on his back and attaches
it with cruel jerks on the straps, pinching Spirit. Spirit
nervously paws, bobs his head, rolls his eyes and prances.


FARMER
Hold that horse steady, boy.


BOY
I'm trying to. Whoa Spirit! Whoa!


FARMER
You stupid nag! Boy, tell 'em who's master.

The farmer picks up a bridle with a torturous-looking bit
in it. He approaches Spirit with the bridle. Spirit rears
up.


FARMER
Open up. Whoa! whoa! See, boy, you have to tell him who's boss or
he'll walk all over you. This'll teach you.

He picks up a whip and smacks Spirit's hindquarters. Spirit
kicks out with his hind legs and breaks the shafts of the
cart. He runs in a circle, with the little boy straining to
hold onto the rope. A splintered shaft of the cart stabs
Spirit in the foreleg. Spirit kicks out in pain again,
freeing himself of the wagon.

FARMER
Let him go! You'll get yourself killed. He's a good-for-nothing

(inaudible curse).
Spirit gallops into the Whispering Wood with the broken
harness and shafts still around him. He flies through the
beautiful woods, reveling in his new found freedom. But at
last, he slows to a walk. Exhausted, bloody, and limping he
lies down.


EXT: NOT TOO FAR FROM WHERE SPIRIT LAY -DAY
The Whispering Wood is a rainforest-type jungle. In the
center of the Wood stand three immense trees. Trails
chris-cross throughout the Wood and black panthers and
ocelots roam the forest floor while exotic songbirds dart
through the air. In the meadows miniature deer graze and
butterflies feed on vividly colored wildflowers. The land
is dynamic with rolling hills, peaks, ravines, and cliffs
over-looking look rushing streams teeming with fish,
seahorses, egret-type waterfowl, and bright reptiles:
geckos, turtles and snakes. Waterfalls abound. Beautiful
wild ponies, like small, sturdy Arabians graze here. The
portal appears and Adora walks out of it. She raises her
sword and transforms.


ADORA
For the Honor of Grayskull, I am She-Ra!


She-Ra strolls through the forest taking in the beauty that
is Etheria. Then She-Ra spots Spirit lying in the grass,
bloody and sweaty. Spirit quivers in fright as she
approaches.


SHE-RA
It's okay. Poor thing.


She-Ra looks at her hands, and realizes that her touch must
have saved He-Man. She comes to Spirit's side and pets
him. She places both hands on Spirit. Her hands glow, the
wound heals and the glowing spreads all over Spirit's body.

Spirit is healed and rises to his feet, shying away from
She-Ra. They communicate by telepathy.


SHE-RA
Whoa, there. I'm not going to hurt you.


She-Ra stretches a hand out to touch Spirit. Spirit
cautiously steps towards She-Ra.


SPIRIT
I can understand you.


SHE-RA
Do you have a name?


SPIRIT
My master called me Spirit.


SHE-RA
You're free now, Spirit, you'll never have to serve another
master...


They hear a thundering in the distance--the hoofbeats Horde
Troopers coming for She-Ra.


SPIRIT
They're coming for me! They're coming for me!


He spooks and prances.
SHE-RA
No! They're coming for me. I have betrayed them, and they want me
dead.

SPIRIT
(urgently) Get on my back! I'll take you away.

SHE-RA
You don't have to do that. You're not my slave.

SPIRIT
I'll be your partner then. I want to help you.

The Horde is almost upon them. Suddenly, a light emanates
from the jewel in She-Ra's the sword. It envelops a
startled Spirit, who transforms into the winged-unicorn,
Swift Wind (SWIFTY).


SWIFTY
I am no longer Spirit. I am Swift Wind!

Swifty kneels to let She-Ra on his back. The Horde
surrounds them, weapons drawn. She fends them off well, and
for a moment, She-Ra seems undefeatable. But she doesn't
see a Hordesman with a crossbow behind her. He fires an
arrow into She-Ra's shoulder as she is swinging her sword.
She releases her sword, and it slashes the leg of a Horde
mount. She-Ra is horrified at the sight. The horse falls
to the ground, throwing the Hordseman. Distracted by the
accident, She-Ra falls off Swifty, injuring herself
further.


SHE-RA
Swiftwind! Find Glimmer!


Swift Wind launches himself into the air and flies off. A
Horde Trooper unsheathes an executioner's axe. She-Ra
gasps in horror. She-Ra tries to get to her feet to
escape, but two Horde Troopers hold her down. She-Ra
struggles, then spots Mantenna on horseback.


SHE-RA
Mantenna!

As the executioner's axe swings down towards She-Ra, she
turns her head and winces.


MANTENNA
Stop!

The executioner stops just in time. She-Ra is pulled to
her feet. Mantenna approaches. He speaks with a dagger in
hand.


MANTENNA
How do you know my name? Nobody knows my name.

SHE-RA
I know many things, and I know Hordak would be furious if you
killed me.

MANTENNA
I think you're bluffing.

SHE-RA
It wouldn't hurt to check with him before you decapitate a person,


now would it? You know how he gets when he's mad.


FLASHBACK: INT: FRIGHT ZONE -THRONE ROOM -NIGHT
Hordak is irate, with his fist he clears a table top.
Sending bottles and potions cascading against the wall.
Shattering. Then he breaks the table in half with his fist.
And with a tug of a chain, sends a fearful Mantenna
plummeting through a Trap Door in the floor.


PRESENT: EXT: SHE-RA AND MANTENNA -DAY
MANTENNA
You just want to be spared long enough for a chance to escape!


SHE-RA
But now that you know I intend to escape, you can take better


precautions.
MANTENNA
But now that you know we know that you intend to escape, you might
have an even better escape plan.

SHE-RA
And now that you know I have an even better escape plan, you can
take even better precautions.
Mantenna considers for a moment.

MANTENNA
Yes we can. Take her alive!

With her hands tied behind her back and four Troopers
guarding her, She-Ra is marched away. A Horde Trooper
tries to pick up She-Ra's fallen sword. He screams as it
burns his hands. Another Horde Trooper picks up a stick,
and puts it through the hilt of the sword. Then he
cautiously places the sword in his saddlebag. The Troopers
head for the Fright Zone.


INT: FRIGHT ZONE -PRISON CELL -DAY
She-Ra is sitting on the floor of a prison cell grimacing
at the wound on her shoulder, which the arrow is still
sticking out of. She-Ra clutches the arrow.


SHE-RA
One... Two... Three.

She winces but doesn't pull it out.

SHE-RA
(stronger) One... Two... Three!


She pulls the arrow out of her wound with a hiss. She
places her hand on the wound and concentrates deeply. But
nothing happens.

SHE-RA
Heal!... For the Honor of Grayskull heal. Oww.

It isn't healing. Then She-Ra hears a horse in distress
outside. She peers out the barred window, and sees the
horse she accidentally injured limping after a Trooper.
She-Ra strains to get a better look. (O/ C) WHACK! Then, a
PLUD of a horse collapsing.


SHE-RA
No! It's all my fault.

She bursts into tears. During her sobs, she places her
head in her hands. Inadvertently, she touches the jewel on
her crown, transforming her back into Adora.

ADORA
No! Oh, and I don't have the sword! I can't become She-Ra.

Adora slumps against the cell wall. Catra enters the tower,
wearing her cat mask.


CATRA
Adora! What a pleasant surprise. And locked in a prison cell.

Again.

ADORA
Last time, it was an Energy Extracting Chamber, kitty litter.


Catra unsheathes her sword.
CATRA
Do you know I told Shadow Weaver that I'd kill you?


ADORA
No one's stopping you.


CATRA
Do you know what this cat mask does?


ADORA
Do you know that all your threats are phrased as questions?

Catra pulls the mask down onto her face, and she turns
herself into a menacing purple panther, clawing at Adora
through the bars.


ADORA
Cats aren't the most attractive animals, but you're not doing the
feline race any good... course, not like you do the human race any
good either.

Catra turns herself back into human form.

CATRA
I'm going to kill you now.

Catra enters the cell, weapon drawn. Adora dives behind
her, pushes her upper body forward and kicks her feet
backward. Catra lands on her stomach, bracing herself.
Adora reaches for her sword, but Catra flips onto her back
and slashes at Adora, who leaps over the blade. She grabs
Catra's arm, but Catra yanks her arm back, pulling Adora
down to the floor. She lays the blade across Adora's neck,
but Adora grabs the sword and plants both feet on Catra's
chest and kicks her off. Adora flips to her feet, weapon in
hand.


ADORA
It might be best if you don't tell me when you're going to kill
me. It would make for a better surprise.

Adora bolts down the hall.
EXT: PLANET ETHERIA_-SKY -DAY
As Swifty is flying to get Glimmer, a funnel cloud forms in
midair and surrounds him! He struggles against the winds,
but can't escape them.


EXT: PLANET ETHERIA -CRYSTAL CASTLE -DAY
The funnel cloud blows him off course, and he finds himself
before the Crystal Castle, a translucent golden castle in
the clouds with a massive jewel on the front. The funnel
cloud disappears, and Swifty hovers in the sky in front of
the castle for a moment, then flies straight through the
jewel.


INT: CRYSTAL CASTLE -DAY
As he touches down inside the Crystal Castle, Swifty
transforms back into Spirit. Spirit walks around the
translucent entryway of the Crystal Castle, looking for
help.


SPIRIT
(thinking) Is there anyone here?

Then at the center of the hall, LIGHT HOPE, an orb of
light, appears. It morphs into a translucent horse. They
speak telepathically.


LIGHT HOPE
Hello Spirit. You are one of the few who knows the location of the

Crystal Castle. Protect this knowledge.

SPIRIT
Who are you?


LIGHT HOPE
I am Light Hope, the wisdom of Eternia and Etheria. You need
help.

SPIRIT
She-Ra is in trouble. I need to find Glimmer!


LIGHT HOPE
You are a noble heart. You help others before yourself. I grant
you the gift of speech.
A blazing ring of light surrounds Spirit.
Protect your friend She-Ra. She may have powers, but she is only
human.


EXT: GLIMMER'S TENT -DAY
When the magic and clouds disappear, Swift Wind is prancing
in front of Glimmer's tent just as Glimmer steps outside.


SPIRIT
(aloud) Glimmer! She-Ra's in trouble, she
needs your help!

GLIMMER
(mumbles) She has a talking horse. I don't
even have a horse.

Glimmer approaches Swift Wind, who kneels to allow Glimmer
on his back. Glimmer pats him.

GLIMMER
Thanks for the ride.


They fly off for the Fright Zone.


INT: FRIGHT ZONE – PRISION AREA -DAY
Running down the labyrinth-like hallway, Adora skids to a
halt when she sees Troopers turning the corner toward her.
She sprints in the opposite direction only to see them
coming at her from this side, too. Adora glances at her
bloody shoulder, then stuffs Catra's sword into the sheath
at her hip and begins scaling the exposed pipes on the
wall, climbing all the way to the large pipe running along
the ceiling. Adora lies flat on top of the pipe just as
marching Horde Troopers come to a stop right below her.


TROOPER 1
I'm telling you, I saw her.

The blood from Adora's wound trickles onto the slanted pipe
and drips onto the metal walkway near the Troopers.
Trooper 2 looks at the ground next to his foot, noticing
something next to his boot. He bends down to examine,
smearing his fingertips with Adora's blood. He looks up
directly where Adora was, but Adora has crawled silently
forward atop the pipe.


TROOPER 2
Keep moving.


INT: CENTRAL FRIGHT ZONE -METAL WALK-WAY -DAY
Catra in panther-form sniffs the air and notes the pool of
blood on the ground. She sees blood dripping from the pipe
above. She leaps onto the pipe and follows the trail of
blood. Adora hides in a darkened corner. When Catra walks
by Adora pounces on her, shoving her off the pipe. They
both land on the metal walkway with a hard SMACK. Adora
grabs her from behind, holding Catra's own sword to her
throat.


ADORA
(hostile) Where is the Sword of She-Ra?

The cat growls at her. Adora responds automatically.

Don't give me that! I'll slit your throat, and find it on my own!
Adora is ashamed of her words. Catra turns into human-form.

CATRA
(nervously) I don't know what you're talking
about. I don't know where it is.

ADORA
(hissing angrily) Don't lie to me.


CATRA
I don't know where it is!

Adora begins to feel compassion for Catra.

ADORA
Why are you doing this?

CATRA
Doing what?


ADORA
Allowing yourself to be a slave to Hordak.

CATRA
I'm not a slave! I believe in Hordak's Empire. As opposed to
some traitors who only pretend to.

ADORA
Can't you see it's wrong? Etheria wants to be free.

CATRA
The Horde Empire has ruled for ages. Change would only result in
chaos.

In the background, Horde Troopers approach.

ADORA
You don't have to do this Catra. You can be free if you--

CATRA
(screams) She's over here! Adora's over
here!

Adora jumps off the pipe and dashes down the corridor, the
pack of Horde Troopers racing after her. Adora is a fair
distance ahead of the pack, then turns a corner and runs
into Glimmer. They draw their swords.


ADORA
(frantically) Glimmer, you have to help me find

She-Ra's Sword!

GLIMMER
You're the Horde Force Captain! What have you done with She-Ra?

ADORA
No! I've rescued She-Ra already, but she is nothing without her
sword. You've got to help me find it.

Glimmer looks skeptical. The Horde Troopers spot Adora, and
race towards her.


The Troopers are after me! Would they be wanting to kill me if I'm
Force Captain?!
Adora grabs Glimmer's arm, and sprints down another
corridor.


INT: FRIGHT ZONE -HORDE STABLE – DAY
Adora explains herself as she drags Glimmer to the stable.
ADORA
He-Man came to rescue me. I'm Prince Adam's sister, Adora. I was
kidnapped as a baby. Shadow Weaver put me under a spell to control
me.
Adora releases Glimmer.

GLIMMER
(still doubtful) Right.


ADORA
I saw one of the Hordesmen put the sword in his saddle bag.


Suddenly Horde Troopers burst in. Glimmer takes cover in
the tack room, while Adora unsheathes Catra's sword to
fight them. But she is way out numbered. They surround her
with the tips of their swords... she hangs her head in
defeat. They shove her back into the corridors.


INT: HORDE STABLE -TACK ROOM -DAY
As Adora is marched off to meet her fate, Glimmer searches
through all the saddlebags. In the very last one, she
finds the Sword of She-Ra. She admires it with awe, then
tests it out, slashing through the air. Suddenly, swirley
lights and magic shoot from the sword. Glimmer transforms
into GLIM-RA (the Glimmer version of She-Ra). Glim-Ra looks
over herself in amazement, then realizes this is her
chance. She runs through the barn, on her way to the
prison, when she notices that the horses pace, looking
agitated and sad. She knows she doesn't have enough time,
she turns to leave... then cuts the hinges off each stall
door, and the horses push them over, sending them crashing
to the floor. Each horse runs proudly out of his stall to
freedom. Smiling, she races out of the barn.


INT: FRIGHT ZONE -SWORD OF SHADOWS CHAMBER -DAY
Unfamiliar with the orientation of the Fright Zone, Glim-Ra
opens a door she thinks leads to a main corridor but
instead leads to a secret chamber. There she sees a glass
tube passing through the wall and connected to a glass
bubble. Inside the bubble, suspended in air, is the SWORD
OF SHADOWS, a sword much like the Sword of She-Ra, only
duller and set with a black jewel. Glim-Ra notes the
similarities. Peering through the glass tube she sees it
connects to the Energy Extracting Chamber. Then, in the
reflection of the glass, she sees Shadow Weaver! Glim-Ra
does a back flip, landing behind Shadow Weaver. She turns
around only to have Glim-Ra punch her in the face, sending
her flying backwards through the door and into the hallway.

INT: CENTRAL FRIGHT ZONE -DAY
Shocked, Shadow Weaver scrambles into a standing position.
Glim-Ra jumps up and grabs the top of the doorframe and
swings from it, like a gymnast on the uneven bars. She
kicks Shadow Weaver, sending her sailing over the railing
all the way down to the first floor, landing with a THUD.
Glim-ra lets go of the frame and flies over the railing,
landing right in front of Shadow Weaver, She-Ra's sword in
hand.


Shadow Weaver points her long-nailed fingertip at the
ground below Glim-ra's feet, a burst of energy breaks the
ground. The rock separates, causing Glim-ra to fall forward
on her chin with a smack.


The crevasse opens up like an Earthquake fault-line. The
Fright Zone Walls crumble slightly, some structure gives
way. Horde Troopers run for cover.


Glim-ra loses grip of the sword as she clings to the ledge
of the cravasse. The sword plunges into unknown depths.
Glim-ra gasps, as sweat drips from her temples.


SHADOW WEAVER
Loose something?


Shadow Weaver sends out a firey blast from her finger,
which singes Glim-ra's hands. She looses grip on the ledge
AND TUMBLES INTO THE BLACKNESS!


With a swirl of her hand, Shadow Weaver closes the
crevasse. Glim-ra is surely crushed! Suddenly, Glim-ra
flies out of the converging fault-line with one giant leap,
sword in hand. She lands firmly in front of Shadow Weaver,
and advances toward her.


Glim-ra ducks out of the way of ever imposing blast of
magic, blocks every firey ray with her sword, and continues
advancing.


Shadow Weaver raises her palm. The fighting ceases.

SHADOW WEAVER
What. Do. You. Want.


GLIM-RA
I am going to go to your prison. I am going to release someone, and
you will continue to remain no where in sight.

SHADOW WEAVER
Agreed. But be warned. Should you return to the Fright Zone, or
should I ever see you again, no, I will not kill you, I will keep you
alive and you will experience every moment of the rest of your
life in complete agony. The type of torture the mind can't even
comprehend.

Glim-ra turns and enters the prison area.

GLIM-RA
Right back atcha.


RAFTERS
Hordak has just witnessed this exchange, and wears an
expression of utter delight.


INT: CENTRAL FRIGHT ZONE -PRISON AREA -DAY
Adora is (again) in the prison cell. She's pale from the
loss of blood. Four guards stand sentinel over Adora.
Suddenly, they begin going down. Adora looks up startled,
to see Glim-Ra defeating them with great prowess.


ADORA
(weakly) Glimmer! You came back.


Glim-ra slashes through the prison bars with her sword.
ADORA
You could have just used the keys.

Glim-Ra offers Adora a hand up.

GLIM-RA
(admires the sword) But this is so cool.

They race out of the Fright Zone.

EXT: WHISPERING WOOD -DAY
Glim-Ra recounts her heroic tale while she and Adora walk
through the beautiful Whispering Wood.


GLIM-RA
... and then Shadow Weaver scrambles to her feet. Well, I
guess she doesn't really have feet, but if she did, she would
have scrambled to them. And before she can get up, WHAM! I knock her
over the railing. And if she had a face, she definitely would have
looked shocked when I back flip over the railing and land right in
front of her. It was awesome.

ADORA
That's incredible, Glimmer. I saw a Horde Trooper burned when he
tried to touch the sword. But you can use it just like She-Ra…
better, even. Um, could you do me a favor?


GLIM-RA
Sure.


ADORA
Well, you have healing powers. Could you fix this for me?


(Regarding her bloody shoulder.)
Glim-Ra places her hand on Adora's shoulder, healing her.

GLIM-RA
Adora, I have a question. How difficult is it to make a sword
like this?

ADORA
I'm guessing pretty difficult, breaking-the-laws-of-physics
difficult. The Sorceress says nothing stronger than it exist.

As Adora answers, she touches the jewel on Glim-Ra's crown
turning her back into Glimmer.

GLIMMER
Hey! What'd you do that for?

ADORA
I think it's time to give the sword back to She-Ra.
Adora holds out her hand, expectantly.

GLIMMER
(suspiciously) It's okay, I'll hang on to it
until She-Ra gets back.
Adora begins to argue, then she suddenly becomes worried.

ADORA
Wait a minute, where's Swift Wind?

GLIMMER
Um, that horse that came to get me?
Adora nods.
Um, I dunno, I ran inside… I didn't really see where he went.
Probably back to She-Ra.

ADORA
(panic) No, he didn't. Listen, Glimmer, I
really need to get that sword to She-Ra.


GLIMMER
Under the circumstances, I think it would be best if I hang on to

the sword until She-Ra comes back.
ADORA
You can't possibly think I'm still on their side...


GLIMMER
Really, I just want to keep it safe.

Glimmer walks away, sword in hand. Unbeknownst to them,
Hordak has followed Glimmer and Adora, and peers at them
through the trees.

INT: FRIGHT ZONE -NIGHT
Hordak enters, taking a closer look at the damage caused by
Shadow Weaver's spell. He begins to fume.


HORDAK
SHADOW WEAVER!

Shadow Weaver appears.

SHADOW WEAVER
You will not call me like I am your dog.


HORDAK
You will not…


He emphasizes his words.
…will not use Earth Quake spells inside the Fright Zone. The
repairs are just too costly.


EXT: WHISPERING WOOD -NIGHT
Adora is wandering the wood in search of her friend, when
she comes to a realization.


ADORA
Where are you, Swiftwind? You can always just fly--oh wait... it must
have been when I accidently changed back!


In her mind's eye, she sees Glimmer dismount and run into
the Fright Zone just as She-Ra accidentally transforms back
into Adora, automatically changing Swifty back into Spirit,
too. Horde Troopers lasso Spirit and whip him.


Spirit, I'm sorry! Why did this have to happen now?! I'm nothing
without the sword!


INT: GLIMMER'S TENT -NIGHT
Glimmer is sitting on the edge of her bed, reading the
inscription on the sword Bow gave her. Bow enters and sits
next to her.

GLIMMER
I'm just admiring it.


BOW
You would rather have She-Ra's sword.


GLIMMER
She-Ra's destiny is to lead the Rebellion. You can't mess with
destiny.

BOW
Do you believe in destiny?

GLIMMER
What if I believe it is my destiny to lead the Rebellion? I don't
think this destiny business makes much sense anyway. I founded the
Rebellion. I've been the one leading it. She-Ra gets her hands
on a sword, so that means I should step down?


EXT: GLIMMER'S TENT -NIGHT
Adora approaches the tent cautiously, intending to find
Glimmer sleeping, and thus an opportunity to steal the
sword. She listens to Glimmer's soliloquy.


INT: GLIMMER'S TENT -NIGHT
GLIMMER
How can she be the leader of the Rebellion? She just happens to
ride in whenever trouble arises. She's not here on a regular basis
dealing with the less glamorous work, doing... um, whatever we do
all day. How does she know when to ride in anyway? She just comes in
and rescues He-Man, and it's like, what? How? She-Ra doesn't even
live with us. She's like a commuting leader. OH! She's too
superior to live in a tent. She has her little where-ever-she-lives-
in-the-clouds. It's not fair! ... Fairness isn't the issue,
is it? What's right is what's best for Etheria. I've been leading the
Rebellion, but I haven't done much good, have I? We are still not
free of the Horde. Maybe it's She-Ra's turn. Maybe she'll be better
leader than I am.


EXT: GLIMMER'S TENT -NIGHT
ADORA
(Whispers to herself)

Glimmer, I had no idea.

INT: GLIMMER'S TENT -NIGHT

GLIMMER
Is it more noble to step aside and let destiny take it's course, or
to stay true to what you believe in?


EXT: GLIMMER'S TENT -NIGHT

ADORA
(whispers to herself)
You deserve the sword, not me.
Adora exits.


INT: GLIMMER'S TENT – NIGHT

BOW
I know you'll do the right thing. You always do.

Bow exits. Glimmer tucks her knees up to her chin and
studies her sword. A moment passes. Suddenly, a dark
portal of magic forms before Glimmer, and Hordak enters!
Terrified, Glimmer leaps to her feet, drawing her sword.


HORDAK
Glimmer, don't be afraid.


GLIMMER
What do you want?

HORDAK
Glimmer, I'm not going to hurt you. If I wanted to kill you don't
you think I would have done it a long time ago?


GLIMMER
But I'm your arch nemesis. Aren't I?

He shakes his head sympathetically.

HORDAK
With your little Rebellion? No, not really. And I think you know
that. You're just a girl with big dreams. I really have no reason to
kill you. In fact, I admire you, I really do. Young people are great,
they are our future, you know.

GLIMMER
If you're not going to kill me, then why are you here?

He reaches over and takes the sword from Glimmer--slowly.

HORDAK
Why don't you put that away, hmm? You don't wanna hurt someone with
that. I came with the hope we can put aside our differences. And,
actually, I want to help you. But you're going to have to come with
me.

GLIMMER
Why? Why can't we just talk here?

HORDAK
Because, dear, if someone saw you and me talking here, one of two
things could happen: One, some passerby would think I was trying
to…( laughs)… kill you, and that person would try to save you. And
I would be forced to kill them. Or, two, some passerby would think
you were working with me in some sort of covert alliance, and that
wouldn't do you any good. See, I'm
only looking out for your best interest. Please, this way.
Glimmer is cautious. Hordak parts the flap tent before
Glimmer to reveal STORM, a beautiful 16 hand warmblood-type
mare, prancing and arching her neck. She is dappled gray
with a black mane and tail. Glimmer approaches Storm and
strokes her neck.


GLIMMER
She's so beautiful!


HORDAK
Yeah, nice piece of horseflesh. Hop on. Steady Storm.

He creates another dark portal and leads Storm through.

INT: FRIGHT ZONE -NIGHT

They emerge at the gates of the Fright Zone. They step
through, and while they talk Hordak leads Glimmer on a
grand tour of the city, which is a Horde Trooper factory.
We see raw goods being brought in --iron ore, farm produce,
lumber, young people--by enslaved Etherians to Horde
Troopers, who turn them over to the stations. Iron is
melted and poured into molds to create armor, cloth is
taken to make Horde flags, lumber is taken to build Trooper
chariots and transport carts. The young people are dropped
off in bunkers and go through Trooper boot camp,
brainwashed into loyal Horde Troopers. It looks much like
19 th century sweatshop. At the end of the tour the finished
product, new Troopers, outfitted with armor & chariot, are
sent out into the world to enforce Horde rule. Glimmer and
Hordak end their conversation in the grand throne room.


HORDAK
Oh, Glimmer. You must really hate me huh? You probably think I'm
some evil monster, and I really don't blame you. I mean, all your
little friends tell you that I'm a bad guy. What else are you suppose
to believe? That's why I want you to understand what I'm trying to
do here. Basically, it's a family business we're running. My
parent's ruled, their parents ruled... for hundreds of years.

And it's been working just fine. Glimmer, you have to understand,
no matter how good a ruler you are, the people always say it's
not good enough. All I'm trying to do is keep this planet running.


GLIMMER
But, you oppress people.


HORDAK
Oppression. That's just a big word people use to complain about
taxes. But they are a part of life, you'll learn about that when
you grow older. In fact, taxation motivates people to make something
of themselves. But people are naturally lazy and they don't
understand that they are necessary to keep government running.
Glimmer, you know what it's like to be misunderstood, don't you?


GLIMMER
Yes, I suppose.


HORDAK
And Adora! She betrayed me. You have no idea how much it hurts to
be betrayed… after everything I gave her, everything I've done for
her. You watch out for that girl. Once a traitor, always a traitor.
That girl's looking out for her own best interest. But, let me
look after YOUR best interest. I could really make you into
someone. You certainly have talent.


GLIMMER
You mean this thing?

She makes a ball of light in her hand.
It's nothin'.

HORDAK
No. I mean when I saw what you did when you got a hold of the sword
of She-Ra. I was really impressed! It would certainly be a shame for
all that talent to go to waste. And it very well could. She-Ra is
the leader of the Rebellion now. You're just a nobody. But if you
join me... Shadow Weaver is shaping a sword more powerful than
She-Ra's. It is yours if you join me.


GLIMMER
I can't.


This catches him off guard. He's smooth façade slips for a
moment. Glaring hideously, he speaks in a voice low and
wrathful.


HORDAK
Why not?


GLIMMER
I… I can't.


Hordak is friendly once more, the mask slips back into
place.


HORDAK
I'm sorry Glimmer, wait.


He puts his creepy hand on her shoulder, making her face
him.

I need you. This planet needs you. You have something, you could
achieve such greatness if you would just believe in yourself.


Glimmer starts to respond, but Hordak puts a finger to her
lips.

Don't. Don't answer just yet. Please. Think about it.

He draws back. Glimmer turns to leave.

HORDAK
Oh, and take Storm with you. She's yours.

GLIMMER
Oh I couldn't.

HORDAK
Hey, it's nothing. I mean, its just ridiculous. She-Ra has flying
horse, and you don't even have a horse.

Hordak watches Glimmer mount STORM and leaves the Fright
Zone. Hordak rises to leave the throne room. Catra enters
and intercepts him.

CATRA
We have to talk.

HORDAK
Later, I'm busy.

Catra grabs him, holding him in place.

CATRA
There won't be a later.

HORDAK
Don't start getting emotional on me.

CATRA
Why Glimmer? Why aren't you making me Force Captain?

HORDAK
Someday you're going to have to learn that no matter how good you
are, there's always going to be someone better.

CATRA
But, that's not fair! I've devoted my life to the Horde.

HORDAK
What do you want me to say? Do you want me to lie to you?


CATRA
Just give me a chance.


HORDAK
Catra, I've given you everything. I gave you powers, and even that
couldn't help you.

CATRA
But, Glimmer's your enemy...


HORDAK
I don't have time for this. The race is at dawn.

He begins to walk out of the room.

CATRA
Hordak, what will I do?


Hordak stops in his tracks. He speaks to her without
turning around.


CATRA
I always thought I would be Force Captain. Now that I'm not, what
will I do?

HORDAK
Catra... just accept life. It's the way it is, and there's nothing
you can do about it.
Hordak leaves. Tears shine in Catra's eyes. Then she
transforms into panther-form, and races out of the Fright
Zone.


EXT: WHIPSERING WOOD – NIGHT
The panther speeds into the woods and creeps through the
underbrush. Finally tired, she lies in a clearing, then
transforms back into human-from. Confused and hopeless,
Catra cries her eyes out in the forest inhabited by her
enemies.


EXT: NEARBY IN THE WHISPERING WOOD -NIGHT
Adora wanders the woods, lost in her thoughts.

ADORA
Spirit, I don't know what to do. How am I ever going to get you out
of the Fright Zone?

Adora hears sobbing. Quietly, she walks to the edge of the
clearing. Seeing Catra shocks her. She walks into the
moonlight, and Catra looks up.


CATRA
Of course, it would be you. First you destroy my life-long dreams,
and now you're hear to gloat about it. I hope my misery amuses you.


ADORA
(quietly) Contrary to popular belief I'm not
in the business of ruining lives.
Step by step, Adora walks slowly towards Catra, eventually
sitting across from her.


CATRA
How could you betray Hordak? He gave you everything! He loved you
like a daughter.

ADORA
Not like a daughter, like a favorite weapon. I was a weapon to
him, meant to oppress and destroy innocent people.


CATRA
There is no oppression. The Horde is tradition, it's Etheria's
heritage. The rebels are just stirring up trouble.


ADORA
Catra, you don't really believe that. You've seen the prisoners
with your own eyes... they're innocent people forced into slave
labor. Do you really want to support this
empire? Is that what you want out of this life?

Catra ponders a moment.

CATRA
(softly) Oh, Adora, I never looked at it
that way. I've been so blind, thinking the that the Horde is
good and right. No, of course not, they are evil tyrants and...
Suddenly, Catra lunges at Adora, violently shoving her to
the ground, pinning her by the shoulders.


Didn't let the cat out of the bag this time.


Catra morphs into panther form and roars menacingly. Adora
slips away and runs, but the panther is close behind. Adora
dashes through the brush but the panther has picked up her
scent. Ahead of Adora is a wall of vines. She runs through
them, but on the other side is a cliff! Adora can't stop in
time, she slides over the cliff, but manages to grab hold
of a trailing vine. She climbs up, and the panther watches.
Then Adora grabs her foreleg, but she's not strong enough
to hold Adora, and they both plummet off the cliff. Adora
releases the panther and grabs for another trailing vine.
Adora catches herself, while the cat falls into the river
below... Adora climbs back to safety. Adora looks
frantically looks to the river. She just took a life! A
moment later the panther surfaces alive, but wet and
humiliated. She swims to shore and drags herself into the
shade of the trees.


EXT: OUTSIDE THE FRIGHT ZONE -NIGHT
ADORA
I said you would never have another master.


Adora approaches the Fright Zone. She climbs a tree and
hops over the iron wall. Near the stable area of the Fright
Zone she sees torches lighting up the darkness. A crowd of
commoners and Hordesmen are gathered, as well as a herd of
frightened horses. Adora sneaks into the stable.


INT: FRIGHT ZONE -STABLE – NIGHT
She finds some old clothes (dropped by new Trooper
recruits) and puts them on. She finds an old scarf and put
it on, leaving only her eyes visible. She exits the stable.

EXT: FRIGHT ZONE – RACE TRACK -NIGHT
Adora searches through the crowd of people and horses for
Spirit. She finally locates him, wearing a bridle and tied
to a rail with other horses, tossing his head in pain.
Adora hugs him.


ADORA
(whispers) Spirit, it's me. Oh, I'm so glad I
found you! We're getting out of here.

Mantenna and a Horde Trooper approach.

MANTENNA
You there! What do you think you're doing? Arrest her!


The Trooper grabs Adora and leads her away. Mantenna
follows.

ADORA
No! Please Sir. I am just a farm girl, and this is my horse. I need


him to work on my farm. If I can't work, then I can't pay your taxes.
See, it would be in your best interest to give him back.


In the background, a Horde Trooper and two slaves try to
lead Spirit, but he rears in defiance.


MANTENNA
No, I think we want to keep your horse. He's a fast runner. But
we'll give you a cull.

ADORA
Cull?


HORDAK (O. C)
Is there a problem, Mantenna?

They turn around to face him.

MANTENNA
This girl tried to steal one of the horses.


ADORA
(looking at ground) He's my horse! You stole him.


HORDAK
Just give her one of the culls so we don't start trouble.


ADORA
What is with this culling business?


HORDAK
See that horse right there?


Adora nods.
Yes, that's a nice stallion. But, he doesn't seem to be passing on
the traits. His last colt didn't make it.


ADORA
Oh, he didn't win his last race?


HORDAK
No. But of course there are other uses for horses.


ADORA
I'm sure he makes an excellent riding horse.


HORDAK
Oh, but there can only be so many pack animals and Trooper mounts.
You know, it's inefficient to pay for the food and shelter of less
than superior racehorses. Efficiency is key to success. We
don't keep those horses that don't cut it on the track. It's a bit of
a regret, but they sure do taste good.

Adora shudders. Hordak laughs.

MANTENNA
Oh, you don't like horse steak? Good stuff, girl. Really
sticks to your ribs... or, should I say, the ribs really stick to you?
(evil laugh.)


Adora grimaces in disgust, and the image of her dinner
plate flashes through her mind... she never did know where
it came from. In the background, two slaves are still
having trouble controlling Spirit.


HORDAK
(to the slaves) What's the problem?


SLAVE 1
Sir, it's this horse. Nobody can ride him!


SLAVE 2
There's no way we can get him ready to race.


HORDAK
(to Adora) You can ride him, right?


Adora nods.

HORDAK
Then you will ride him in the race. Ride to win. If he doesn't
win, then he will be culled. Do you understand?

Adora nods again. She turns in Spirit's direction. Hordak
grabs Adora's hand, and pulls her around to face him. He
tries to look at Adora's face under the scarf, but she
pulls away.


ADORA
I have to get ready for the race.


HORDAK
Whoever that is, she's a bright girl.

MANTENNA
She will be executed after the race, right?


HORDAK
Yes, I suppose that's the way things work, isn't it. She reminds
me of someone I used to know.

MANTENNA
Who, sir?


HORDAK
Someone from my younger days. Do you think the way I dress hinders
my chances with women?

MANTENNA
That, or the perceived dark, and evil Empire that you lead.
Perceived, sir, perceived.


EXT: FRIGHT ZONE -RACE TRACK -SUNRISE

Adora rides Spirit, approaching the starting lineup. There
is a crowd of about 20 horses all around. Adora whispers to
Spirit.


ADORA
I'll never let them hurt you.

All the horses lineup at the starting line, a bell rings,
and the horses takeoff at a gallop. Spirit stumbles at the
start. He recovers, but is in the back of the pack.


INT: FRIGHT ZONE – RACE TRACK – HORDAK'S BOX SEATS -DAY
From his seat Hordak cooly motions for the Trooper beside
him to aim for Adora and Spirit. The Trooper raises a
cross bow.


EXT: RACE TRACK – DAY
Spirit gallops onward, slowy inching up on the first horse,
and then the second. He then really shifts into higher
gear and begins vying for the lead.

INT: FRIGHT ZONE – RACE TRACK – HORDAK'S BOX SEATS – DAY
MANTENNA
Wait! They're catching up.

The Trooper lowers the cross bow.

EXT: RACE TRACK – DAY
Spirit comes to the lead, and begins to pull away from the
pack. Hordak begins to smile a little. As Spirit begins
to lengthen his lead, he suddenly lets out a deafening
scream, and all the horses behind him begin to buck wildly,
unseating the jockeys. The jockeys hit the dirt, and the
saddles and bridles break under the strain, slipping off
the racers. Adora and Spirit lead the pack of renegade
horses down to the curve in the track, and instead of
turning with the curve, they leap over the railing! The
audience gasps, and Hordak is livid when the scarf falls
from Adora's face, revealing her identity.


INT: FRIGHT ZONE – RACE TRACK – HORDAK'S BOX SEATS – DAY

Hordak stands up violently. Mantenna cowers.

HORDAK
I knew it! I knew it! Get her! Troops!


The Horde Troopers disperse, they all run down to the track
in pursuit of the runaway horses.


HORDAK
When I catch that girl, I'll personally rip her to shreds,
gouge out her eyes, boil her in oil and feed her to the hounds!


MANTENNA
We don't have any hounds, sir.


HORADAK
Then… um… Shut up you half-wit!

EXT: FOREST NEAR THE FRIGHT ZONE -DAY

Spirit, Adora, and the riderless horses gallop to freedom,
fanning out across the plains. Adora voices echos as she
cries out,


ADORA
LONG LIVE THE REBELLION!!

As she and Spirit breathlessly re-enter the forest,
celebrating. The camera pans over to see Glimmer and Storm
covertly walk in the opposite direction...


EXT: GLIMMER'S TENT – AFTERNOON
Adora, still high off her victory, wants to share the news
with Glimmer. She hops off Spirit and strides up the tent.


ADORA
Hey, Glimmer, did you hear about this morning's race? Hah, it was
great! Glimmer?


INT: GLIMMER'S TENT -DAY
ADORA

Glimmer? Are you here?

She enters tentatively. Adora walks to the sleeping area
of the tent and looks around, guilty-like. She kneels to
the bedside and pulls a sack out from underneath the bed.
Adora opens it to find the Sword of She-Ra.


ADORA
Oh Glimmer, you can't just leave mystical swords lying around. I'll
hold on to this for you.
Adora notices Spirit looks agitated.
Spirit, what's wrong?
SPIRIT
Hordak has been here. I know the smell of my masters.


She pets him sympathetically.

ADORA
I'm sorry, but I have to return to the Fright Zone. Something's
happened to Glimmer.
Adora stands up. Spirit tries to follow.

ADORA
Spirit, no. I'm doing this on my own. I've put you through enough.
Adora exits the tent. Spirit hangs his head, worried for
Adora. Then he hears a WHACK and jerks his head up,
startled. He turns around to investigate...


EXT: FRIGHT ZONE -DAY
Glimmer's ride through the forest has brought her to the
Fright Zone. Storm nickers nervously as Glimmer walks to
the gate. Before her hand strikes the metal, the gates
part. She enters.


INT: FRIGHT ZONE PALACE -THRONE ROOM -DAY
She enters the throne room, and sees the throne is rotated
toward the viewing window... an immense glass wall over
looking the entire city.


GLIMMER
Hordak.


Hordak turns towards her, happy.

HORDAK
Glimmer! How wonderful. I'm so glad you've come. Please.

Hordak beacons her to ascend the stairs. She sits in a
chair on the platform.


HORDAK
It seems you've grown up and faced the facts... The Rebellion
isn't yours anymore.

GLIMMER
I know it's She-Ra's.

HORDAK
Then you are ready to move up in life, you're ready to join me.


GLIMMER
Not so fast. I want to know what you're offering me.

Between their chairs is a small round side table. A SHADOW
SERVANT, a misty being shrouded in black appears and sets a
silver platter with two black crystal wine glasses and wine
container on the table, then withdraws.


HORDAK
Oh, I see.

He picks up a glass and motions that she should do the
same. Glimmer picks up the glass, sniffing suspiciously.


HORDAK
Glimmer, why would I do anything to harm you? You are no longer a
part of the Rebellion and you are potentially a very valuable ally
to me.


EXT: WHISPERING WOOD – DAY.
Adora lays knocked unconscious just outside Glimmer's tent.
Xerxes and Bow stand over her, looking concerned.


XERXES
Wow... is she okay?


BOW
Out cold.


BOW & XERXES
(cheering) YES!


They hi-five.


INT: FRIGHT ZONE -PALACE -THRONE ROOM -DAY

HORDAK
Believe me, what I offer to you is far better than going back home to
your mother. To begin with, you will be highly esteemed and your
talents recognized. You will become the Captain to a legion of
the universe's finest troops, the Horde Force. You will reach your
full potential. Your warrior prowess is going to be developed
to its peak. Shadow Weaver is a master in the arts of magic and
war... she can teach you more than all of Bright Moon's sorcerers
combined. She will give you the Sword of Shadows, endowing you
with all the powers of Mysticism she has ever known. You will be
the superior warrior on Etheria... even to She-Ra.

Glimmer puts the glass of potion to her lips, then stops.

GLIMMER
But how can I trust you?


EXT: WHISPERING WOOD -DAY

Xerxes looks at the unconscious Adora.
During their cheering, Adora wakes up. She rubs her bruised
forehead.


ADORA
What on Etheria did you do that for?


XERXES
What on Etheria are you doing in Rebel camp?


ADORA
I'm on your side now!


BOW
(Intellectually) They always say that.


Xerxes nods in agreement. They unsheathe their swords.

ADORA
No, really, I'm on your side! Hordak has kidnapped Glimmer! We
have to rescue her!

XERXES
You expect us to believe that? I have your plan all figure out. You
pretend to be on our side, then convince us that Glimmer is in
trouble, only to lead us to the Fright Zone where our heads will
be chopped off and posted on the front gates as a warning to others
who dare attempt to overthrow the Horde!


ADORA
No.

Bow and Xerxes exchange a glance, and then advance in
attack-mode on Adora. Adora whips out her sword, and is a
formidable opponent.


ADORA
You have to believe me! Glimmer is in serious danger! I don't want to
imagine what could be happening to her!


INT: FRIGHT ZONE -PALACE -THRONE ROOM -DAY
HORDAK

Glimmer, I guess there is only one thing I can do really show
you I'm being completely honest.
Hordak puts his hands to his head, and lifts the helmet
off. Hordak is a handsome, pale man, and he looks deeply
into Glimmer's eyes.


HORDAK
You're not afraid of me, are you?


Glimmer smiles and drinks the potion, wanting to please
him. The smile fades as the potion takes it's effect.


HORDAK
You're not afraid of me, are you? ( he whispers)

Say "no".

GLIMMER
(in a trance) No.


EXT: WHISPERING WOOD -DAY

Bow, Xerxes and Adora begin clashing swords.


BOW
You're Horde Force Captain! You think we'd believe anything you
say?


Adora shrugs, lost in how to prove herself. Spirit enters.

SPIRIT
STOP!


They stop fighting and turn to Spirit in amazement.
Adora is a Rebel, and Glimmer … oh Etheria! Something has happened to
Glimmer…

BOW
We're supposed to believe the talking horse?


Bow and Xerxes start laughing, then approach Adora
menacingly... and shake her hand.


XERXES
Ok, no hard feelings right? I mean, I think you can forgive us
for trying to kill you.

ADORA
Right. Why don't you two heroes go on ahead, I'll catch up. I just
need to sit down for a moment.
Adora winces as she touches her forehead. Bow and Xerxes get
on their horses, and gallop towards the Fright Zone. Adora
and Spirit embrace.


ADORA
Spirit, you're my hero!

Adora clutches her sword and holds it aloft.

ADORA
For the Honor of Grayskull, I am She-Ra!

Adora transforms into She-Ra. Adora points the sword at
Spirit, transforming him into Swift Wind. He kneels,
letting She-Ra on his back. They fly towards the Fright
Zone.


INT: FRIGHT ZONE -PALACE -THRONE ROOM -SUNSET
HORDAK
You will join the Horde, Glimmer? (He whispers) "Say yes I will."


GLIMMER
Yes I will.


HORDAK
Excellent.

He smiles, laughs a little.
Then let's seal the deal. (whispers)
Kiss me.
Glimmer and Hordak lean in to kiss, but before they
touch... the window is filled silhouette of SHE-RA AND
SWIFTWIND! They smash through Hordak's huge glass window,
and Swiftwind knocks Hordak's throne over, sending him
tumbling down the long staircase. Hordak ends up at the
bottom of the stairs with his helmet in reach, which he
quickly puts on. Swiftwind lands gracefully on the floor
of the throne room and immediately starts harassing Hordak.
He rears, kicks, screams, and just plain terrifies Hordak.


HORDAK
Get away from me, you freak horse!


SWIFTY
Looked in a mirror lately?


She-Ra jumps off Swifty and swings at Hordak with her
sword. While She-Ra and Hordak fight, Glimmer approaches
She-Ra from behind.


SWIFTY
She-Ra watch out!

Swifty knocks Glimmer's sword away with his horn. She-Ra
sends Hordak flying out the window, then begins to battle
Glimmer.


SHE-RA
Glimmer! What are you doing?!


GLIMMER
As if you care! You've already taken my life away.


SHE-RA
Glimmer, don't do this to yourself! You'll always be a part
of the Rebellion! Not the Horde!

GLIMMER
I am the Horde. And I'm about to take you out!

She nearly kills She-Ra, who deftly maneuvers her.

SHE-RA
You aren't the Horde... you are an intelligent, wise young woman. Not
some zombie to Hordak's desires.

GLIMMER
Hordak cares about me. He wants to make me great.


SHE-RA
He wants you to do his dirty work for him. He is bribing you into
becoming a thoughtless drone, like his forces. I understand, it can
be tempting, but that's because it doesn't force you to think for
yourself, but Glimmer...

She-Ra sweeps Glim's feet out from under her, landing her
flat on her back, pins her in place, and shoves the jewel
of her sword into Glim's face.


Look at what you've become!!!
The jewel plays back images of Glimmer leading the
Rebellion, Bow giving her the sword, the day she left her
mother to fight freedom, the future of Glimmer as a
thoughtless zombie to Hordak, and the kiss they were about
to exchange.

GLIMMER
Oh, no! (gasp) Gross!!!

Glimmer jumps to her feet, expressing great distress.

SHE-RA
Yeah, nefarious tyrants aren't my type either.


INT: CENTRAL FRIGHT ZONE -TOP LEVEL -METAL WALKWAY -NIGHT
Bow and Xerxes stalk, swords in hand, down the metal
walkway. Seeing Troopers below, they hide in a corridor.


XERXES
(whispers) This was a bad idea. We don't know
where we are or where we're going, or where Glimmer is.


BOW
(whispers) What we need is some sort of map.


XERXES
Yeah, I think I saw a guy passing them out at the entrance right
next to the person selling Hordak's autograph.

Shadow Weaver floats down the walk-way toward where Bow and
Xerxes are hiding. She almost approaches them, but turns
and enters the Sword of Shadow's Chamber. They sigh with
relief.


XERXES
I bet Shadow Weaver knows where Glimmer is.


BOW
Yeah! Let's just go up and ask her.


XERXES
What I'm saying is we could take her.


BOW
We could not! She's pure power, she doesn't even have feet.

XERXES
Yeah but two against one... am I right?


BOW
Well, we could at least follow her. She might lead us to Glimmer,
and with Glimmer's help we might be able to take her.

Xerxes nods. They sneak into the Sword of Shadows Chamber.


INT: SWORD OF SHADOW'S CHAMBER -NIGHT

Shadow Weaver has her back turned, chanting a spell to the
Sword of Shadows. Bow and Xerxes cautiously enter the
chamber and hide behind a tapestry. Shadow Weaver's
chanting becomes intense, and the room darkens. Sparks
begin to fly from the sword, and the wind swirls. Shadow
Weaver raises the sword, and the wind rips the tapestry
from the wall, revealing Bow and Xerxes. But Shadow Weaver
doesn't notice. Debris picked up by the wind flies into
Bow's face, and he cries out, blinded. Shadow Weaver
transforms into the MISTRESS OF SHADOWS (M/ S), an enormous,
ghost-like figure of a woman surrounded by lightening and
winds, more a concentration of energy forces than an actual
figure.


MISTRESS OF SHADOWS
I am the Mistress of Shadows!


XERXES
(whispers) Okay, this is not good.


MISTRESS OF SHADOWS
You have come to slay me!


XERXES
Actually, no.


MISTRESS OF SHADOWS
You think you can defeat me! Just try! I challenge you to a duel.


BOW
What's going on?

XERXES
What do you think?! You're blind not deaf!

The Mistress of Shadows points her sword at Bow and Xerxes,
crouching in the corner.


XERXES
We're in trouble. Get up! Get up! Run!!!


Xerxes helps Bow to his feet. They try to escape, fighting
the winds, but a blasts of energy from the Sword of Shadows
smashes them into the railing of the metal walkway. Bow
(blindly) throws his sword at the M/ S, but it passes right
through her.


XERXES
The swords pass right through her!

Another blast of energy erupts from the Sword of Shadows,
sending Bow over the railing to the floor below.


XERXES
BOWWWWW!


Xerxes tries to defend himself, but another burst of energy
smashes him into the railing, too. He clutches onto the
railing, but he's slipping. The M/ S blasts his hands with
lightning, and he falls. But he is caught by She-Ra! Bow
stands next to her, blind, but unharmed. Xerxes hugs She-Ra.
The M/ S floats down with her storm about her. Everyone
is sent flying back, except She-Ra and Swifty. They stride
slowly towards the M/ S. She-Ra manages to strike the
figure, but her sword passes through. Swift Wind hovers,
attempting to sweep the M/ S away with his own massive
wings...


SHE-RA
SWIFT WIND!


... but the M/ S zaps Swifty with lightening, and he falls to
the ground. Then the M/ S duels with She-Ra, who tries to
roundhouse kick the sword out of her hands, but is blown
over mid-kick, and loses her own sword. She-Ra manages to
retrieve it, then sprints down a corridor, the M/ S at her
heels. She-Ra pushes the Energy Extracting Chamber into
the middle of the corridor, and the M/ S flies right into
it, trapped! She-Ra throws the switch, sucking the M/ S

through the pipes and back into the Chamber of Shadows, but
her sword is still inside the extractor (since its solid).
She-Ra grabs the Sword of Shadows, and raises her own sword
to chop it, but the M/ S blasts through the wall, howling
mad! She-Ra swings down, shattering the Sword of Shadows,
and all the enraged spirits of extractor victims escape,
sending blasts of destructive energy out in concentric
circles. The Fright Zone disintegrates from the inside out.


INT: FRIGHT ZONE – CORRIDOR LEADING OUTSIDE – NIGHT
The Rebels feel the structures tremble and hear the BOOM of
the shattered sword, and race out of the Fright Zone, just
ahead of the collapsing walls and flying debris.


EXT: MOUNTAINS NEAR FRIGHT ZONE -NIGHT
Hordak and a battered Shadow Weaver flee into the
mountains.


EXT: KNOLL OVERLOOKING FRIGHT ZONE – NIGHT
Glimmer, Bow and Xerxes, reach the knoll and collapse. They
watch in astonishment as the towers and smokes stack of the
Fright Zone collapse, just as if tons of dynamite had
demolished it. Castaspella and Frosta arrive on their
horses.


CASTASPELLA
What happened!?

Glimmer wipes away a tear.

GLIMMER
We're free. The Hordak is no more. She-Ra just saved the world.


CASTASPELLA
She-Ra? Where is she?


Glimmer is too upset to speak. She believes She-Ra was
consumed in the chaos.


XERXES
There she is!!!

They look into the sky above the destruction and the clouds
of dust, and hover Swift Wind and She-Ra! They glide
towards the knoll, and gracefully land. She-Ra dismounts,
and hugs the Rebels and Swifty.


CASTASPELLA
She-Ra and Swift Wind, on behalf of Etheria, I'd like to thank you
for… well… saving the world.

SHE-RA
Hey, you're welcome. No problem.


She-Ra walks over to Bow and places her hands on his face.
Her hands glow, and his blindness is cured. He thanks her
softly, she just smiles. Glimmer tugs on She-Ra's cape.


GLIMMER
(whispers) Can I talk to you?

Together they walk into the Whispering Wood.


EXT: WHISPERING WOOD – NIGHT

GLIMMER
Words cannot express the shame I feel. What I allowed myself to do--

SHE-RA
(forgiving) Glimmer...


GLIMMER
And look, I understand, you're the destined leader--


SHE-RA
--in times of battle. I can't be here all the time... Glimmer, the
Rebellion needs you more than ever. I can't do this all by
myself.

GLIMMER
Are you saying... you want me to lead with me, not in place of me?
She-Ra nods.


GLIMMER
Well, I suppose there could be worse things... like us not being
friends.
They hug.

SHE-RA
I've got an appointment with the universe… but I'll see you later.

She-Ra leaves. Glimmer heads to Rebel camp.


EXT: WHISPERING WOOD -REBEL CAMP – NIGHT
Glimmer walks into camp and spots Bow. She hugs him.

GLIMMER
Bow! I can't thank you enough for sending She-Ra after me. I was so
out of my mind--

BOW
Don't thank me. Thank Adora, if it wasn't for her…


GLIMMER
Adora?


EXT: SKY – NIGHT

Swifty approaches She-Ra.

SWIFTY
I know of this place I must show you.


Swifty kneels to let her mount, then launches himself into
the sky. They don't notice that in a near by tree, a
purple panther (Catra) sleeps.


EXT: CRYSTAL CASTLE -NIGHT

She-Ra and Swifty fly into the jewel on the Crystal Castle.

INT: CRYSTAL CASTLE -NIGHT
Upon touch down, they turn into Adora and Spirit. Adora
dismounts as Light Hope, an orb of light, approaches.
Light Hope takes the form of a woman.


LIGHT HOPE
Hello, Adora. You are one of the chosen few who now knows the
location of the Crystal Castle. Protect this knowledge.


ADORA
See, I have a problem with that. Why am I a chosen one? Glimmer
founded the Rebellion and worked incredibly hard... I just happen to
have destiny on my side, so I get to take the glory?


LIGHT HOPE
But Adora, it is just as you said: "The choices we make determine the
outcome of our lives."


ADORA
But I was given the sword!


LIGHT HOPE
Oh, you refer to the test. I assure you, I had nothing to do
with it. Adam can tell you, it was full of flaws. The Circle was
responsible for that! As the wisdom of the universe I can tell
you that tests do not determine self-worth. And Adora, I have
never heard one complain so much about being given such incredible
power. That alone is proof you have the ability to question
everything and think objectively. You truly deserve this gift. Now
go away, your friends miss you.

Clouds surround Adora and Swiftwind.

EXT: WHISPERING WOOD – NIGHT
When the clouds part, Adora and Spirit find themselves at
the Whispering Wood. Glimmer runs up to them excitedly.


GLIMMER
Hey, Adora! You're just in time!


Glimmer tugs on Adora's arm, and they run to the knoll
overlooking the Fright Zone.


EXT: KNOLL OVERLOOKING FRIGHT ZONE – NIGHT
Adam and Teela have joined Frosta, Castaspella, Bow and
Xerxes, and the entire Rebellion force.


GLIMMER
In celebration of our new leader, She-Ra, and the destruction of the


Fright Zone... I think a light show is in order.


Glimmer points to the skies, and a fabulous fireworks
display appears. They all cheer.


FADE OUT. [NOTE: While Credits Roll]


FADE IN:

EXT: WHISPERING WOOD – DAY

LOO-KEE
Hi there, friends, I'm Loo-kee! Did you see where I was hiding? If
not, you'll have to watch again! In today's story, our friends at
the Whispering Wood had trouble trusting Adora because of her
past. We all have things we aren't proud of in our past. And we
wouldn't like it if people judged who we are now, by who we were
then. The important thing about the past is that it should stay in
the past! Bye now! FADE OUT.