Zodac, Cosmic Enforcer summons The Sorceress (a.k.a. Teelina) to The Hall of Balance. Zodac has been appointed Counselor of the newly formed Council of Avatars. The Council of Avatars is comprised of both good and evil creatures from all seven universes. Only the ones possessing the most mystical wisdom in either the arts of good and evil are appointed to the Council. Upon entering the Hall of Balance, the feathered garment of the Guardian of Greyskull disappears, leaving Teelina in the same peasant's garb she first wore upon entering Castle Greyskull. Zodac reveals to Teelina that the balance of good and evil has been upset by the defection of one member, a woman named Nefari Coagula, who is the High Chronomantress of the planet Seditia. She has changed alliance and switched from the side of good to the side of evil. The betrayal of this member causes her to become mortal. Her time on the Council of Avatars is limited. While she remains, however, Teelina is offered the task of resetting the balance of good and evil by becoming a member of the Council until the tratior's time passes. She accepts, on the condition that she is allowed some time on Etheria to train her daughter Teela as the temporary Guardian of Greyskull. Zodac agrees on the condition that Teelina refuses to interfere in Eternian matters while she is on the Council. Both Zodac and Teelina know that the time for Teela to completely fulfill her destiny and find out the true identity of her mother has not yet come.
Horde Prime senses the imbalance of the Council of Avatars. The disturbance causes a rift in the hearts of the Eternian people. Horde Prime uses the opportunity to send a large battallion to Eternia, hoping to capitalize on the social disturbance. He re-assigns Man-Tenna, Modulok, and Scorpia to lead the attack.
On Etheria, the Great Rebellion organizes plans of attack to reclaim Mysticor and the Crystal Falls from the Horde. The audience can especially see the strain of the war on Princess Adora and her desire to be re-united with her family. Force-Captain Catra increasingly gains affection for Sea Hawk, with a little help from Shadow Weaver's spells. Hordak's proposal's of surrender begin to get tempting. . .
Back on Eternia, Skeletor's minions start getting desperate and search the world for more recruits. Trap-Jaw and Evil-Lyn attempt to rescue Faker from the depths of the Abyss in front of Castle Greyskull. Skeletor and King Hiss become aggravated of the other's constant failure to defeat He-Man to the point of fighting at Snake Mountain. King Hiss leaves Snake Mountain with his Snake Men to form an army of his own. Hiss leaves Skeletor with the impending fear that his slave of many years gone by will soon return, a being so powerful that even Horde Prime himself was unable to defeat him. Kobra Kahn leaves with them, though his true alliance is unclear.
King Randor gets increasingly upset with Prince Adam's apparent childishness. Adam constantly disappears whenever He-Man must help out a villager whose wagon had rolled away or when a dam breaks. Captain Teela is relieved of her duties to train as acting-Guardian of Greyskull. She receives her cobra head-dress and Serpent Staff for the first time. The Attak-Trak and other lab equipment belonging to Man-at-Arms (a.k.a. Duncan) start to malfunction. They foreshadow the rise of evil, as does the eclipse which lasts seven days. Even Orko's magic begins to work properly. King Randor, fed up with Adam's irresponsilibity, sends his son into exile until he can prove his worth as a prince. Queen Marlena accepts Randor's decision, knowing deep down that her son will return.
Skeletor uses the break-down of the Royal Family to launch light, yet constant attacks on the Royal Palace.
Beast-Man, Two Bad, Webstor, and Spikor enter Eternos disguised as peasants. They pretend to fight each other, causing a riot. The villians use the chaos to pillage and burn the city.
Their riot is interrupted by a blast from a Horde Batmek. The Horde battallion on Eternia attacks Eternos with frightening strength. Horde Troopers advance on the city. Man-at-Arms, Orko, and Dree-Elle organize the Eternian forces to combat the Horde invasion. Civilian rioters get increasingly annoyed at the absence of Teela, their Captain of the Guards. Civilians fight each other. Skeletor's thieves get caught up in the fracas.
Prince Adam and Cringer are on the way back from exile when they see the battle. They transform into He-Man and Battle Cat to fight the Horde. The Horde gains ground. Freeze rays and stun beams fire everywhere. Even Beast-Man and Skeletor's other minions choose to fight alongside the Eternian Army out of fear for their lives. Faker, once again in working condition, appears from the shadows. He picks up a Horde tank and throws it at a civilian's home, in plain view of everyone there. Faker runs back into the shadows where Evil-Lyn teleports them both to Snake Mountain. He-Man arrives to fight the Horde, but is shunned by many of the Eternian heroes and civilians. A cannon from a Horde tank aims at the walls of the city. He-Man deflects the shot, hitting the roof of the Royal Palace by accident. . .
Double Trouble returns to Whispering Woods after a spying expedition in the Fright Zone. She-Ra and the rebels organize an attack on Crystal Falls, where Mermista and Frosta are held captive. She-Ra and the Great Rebellion gain the upper hand, when She-Ra falls to her knees with a massive headache. She crawls away to safety as the battle rages on. She senses He-Man's call for help. She reluctantly agrees to leave. She asks Light Hope to create a dimensional gate to bring her to Eternia. The gate appears. Mermista, now free, thanks She-Ra for her help and allows her to leave, seeing that the Rebellion were now able to finish the battle. She-Ra runs through the gate, followed by Swift Wind, Madame Razz, Broom, Kowl, and Bow. She-Ra appears on Eternia to find her brother deflecting lazer bolts with his sword. . .
On Etheria, Sweet Bee, Granita, and Sea Hawk notice that Double Trouble has disappeared. . .
The chapter begins with a disgruntled populace cleaning up after the wreckage caused by the battle. Relations among the civilians and the guards are not nice. Bow notices that Princess Adora somehow ended up on Eternia. . .
Princess Adora goes to Castle Greyskull to seek comfort from The Sorceress. Both in depressed states of mind, the undiscovered tension between them finally surfaces. Ram-Man arrives to tell Princess Adora that she is needed back at the Palace. His presence stops the argument. The death of King Randor prompts Queen Marlena to bury her husband at sea. Skeletor and Mer-Man appear at the funeral to present the Queen with a "gift." The tension between Mer-Man and Man-at-Arms grows thicker. Skeletor places a picture of a young Randor and another strange man on the coffin-raft. Mer-Man casts a spell to take the raft out to sea. Bow sets the raft alight with a magic arrow. Skeletor describes the strange man as one by the name of Keldor, a man whom no one has seen in a long time. He takes out a crystal ball which shows a holographic image of the Ray of Living Death. Skeletor then says that he has a tale to tell. . .
After a tearful goodbye, Bow and Kowl tell Princess Adora to stay on Eternia, at for a little while. Her family needs her. She agrees after kissing him and asking him to relay the message to Sea Hawk. Spirit, Madame Razz, and Broom stay behind for moral support.
Skeletor, back at Snake Mountain, walks into a private chamber behind the lava falls. . .alone. He opens a secret portal which reveals a purple sword identical in shape to He-Man's Sword of Power. He closes the portal back up as Evil-Lyn disappears around a corner.
Queen Marlena becomes determined to display her ability to rule by enacting two decrees: the building of the Eternian Towers in honor of her late husband and the knighting of the ultimate saviors of the battle two days before -- namely, Orko and Dree-Elle.
The assumption of the Royal Throne by the Earth-born woman and the knighting of two Trollan jesters causes political unrest. Lord Granymyr, Oldest and Wisest of Dragons, agrees to mediate the debate. Shadow Weaver appears to ask Adora to re-join the Horde. Tri-Klops, disguised in a blue robe, listens in on the debate and occasionally suggests abdicating the throne to Skeletor. Eternian citizens call for freedom from monarchical rule. Cries for democracy are sounded. Foundations of the monarchy begin to collapse. . .
Sir Orko and Lady Dree-Elle consider their presence as a threat to the monarchy. They ask the Queen to leave. Queen Marlena allows it. They go to Greyskull to ask The Sorceress to send them where they would be needed most: Etheria.
Teela's youthful impatience begins to surface. The Sorceress' training seems overwhelming. The Sorceress runs to her bedroom crying at the longing to reveal her identity. Teela asks when The Sorceress must assume her duty at the Council of Avatars, when The Sorceress disappears. Teelina finds herself sitting on the Council of Avatars. Teela looks outside the window of Castle Greyskull to find the Evergreen Forest deteriorating and the Eternian moons growing dark.
Scorpia gets into an argument with Modulok. Scorpia walks away to cool off after the fight. She hears the rattle of a snake's tail. She passes by the Cavern of Scales, out of which King Hiss and Rattlor emerge. Sssqueeze coils around Scorpia while Snake Face threatens to turn her to stone. Tung Lashor tells her that it was about time she followed his example. King Hiss makes Scorpia an offer of greatness. . .
Man-Tenna tells Modulok of things he overheard at Darksmoke. Hordak repeatedly tries to contact Modulok and find out the status of the Horde battallion on Eternia. Modulok refuses to answer. . .
The Great Rebellion launches an attack Castle Mysticor. Horde tanks line the two bridges from the cliffs to the castle. Empress Frosta and Sorrowful the Dragon manage to free Queen Castaspella from the roof of the castle. Queen Angella and Princess Glimmer use lightining bolts to eliminate Batmeks. The Horde tanks prove just too powerful for the land forces. Sea Hawk figures out a final alternative. He allows his photon cutlass to grow red and stands at the end of a bridge. Castaspella looks covers Sea Hawk's back as she takes one last look as Castle Mysticor. . . Queen Angella and Princess Glimmer notice the Etherian moons growing dark. The powers weaken. Peek-a-Blue uses her multi-vision to peer into the Fright Zone, expecting to find Shadow Weaver renewing her spell of darkness. She sees Shadow Weaver crouched up on the ground screaming in agony. . .
Hordak constructs a new, mobile Magnabeam Transporter, capable of feeding on mystical energy instead of mere will-power. A woman opens an enormous dimensional gate. Hordak moves over to allow the woman to get on board. Hordak looks at his newest ally: Evil-Lyn.
Skeletor attempts to seduce Queen Marlena in granting him the throne. The eclipse of the Etherian moons is complete. Queen Angella's feather's fall away one by one. Princess Glimmer faints. Peek-a-Blue gives the information to General Mermista, Acting Leader of the Great Rebellion. Mermista decides it is time to return the favor from the Battle at Crystal Falls. Castaspella creates a dimensional gate. She gathers some of the members of the Great Rebellion to follow her. . .into Eternia. Tri-Klops watches the arrival of the new Magnabeam Transporter. He runs to tell Skeletor the news. He finds Skeletor slumped over his throne, clutching both his half of the Power Sword and his Havoc Staff. Trap-Jaw and Beast-Man help him up. Kobra Kahn appears, looking anxious. . . Scorpia notices the disappearance of Kobra Kahn. She also notices the addition of Whiplash, Webstor, Clawful, and Man-E-Faces in the ranks of the Snake Men. . .
Modulok and Multi-Bot leave Man-Tenna tied up to a tree in the
Evergreen Forest. They take the Horde Troopers with them.
Queen Marlena and Man-at-Arms muster whatever defenses the crown has
left against the Eternian Patriots. He-Man and She-Ra send Madame Razz on
a quest to find the thing that Eternia has lost. Skeletor enters the Royal
Palace unmasked and alone. He cannot speak. Trap-Jaw and Tri-Klops tell
the Royal Family that Skeletor does nothing but mutter "The Ray of Living
Death. Imbalance. . ." Skeletor pulls out his half of the Power Sword,
gives it to He-man, and collapses on top of his Havoc Staff. He-Man and
She-Ra decide to take Skeletor to Castle Greyskull. Trap-Jaw and Tri-Klops
agree to protect the Queen under Roboto's watchful eye.
Kobra Kahn tells King Hiss that the time is drawing near. . .
Madame Razz and Broom return to Whispering Woods, where their magic is strongest. Kowl solves the puzzle. The three of them journey to Skydancer Mountain.
Fisto, Stratos, and Extendar look over the new republic that they have founded, and the weapons they created to defend it. . .
Mekaneck sees the war about to ensue and tells the queen to prepare for battle. Wanting so much to preserve peace, Queen Marlena agrees. The episode ends with a view of a vast ocean and a tiny, tropical island in the middle of it. The camera pans across the sand. The audience sees the worn, blue boot of a man looking across the Great Sea.