Skeletor and Evil-Lyn break into the temple of the Fire People and steal the Spellstone, with which they unleash a terrible storm. While He-Man, with Ram Man, Stratos and Battle Cat, goes off to try and retrieve the Spellstone, Evil-Lyn magically disguises herself as an old lady, and convinces Eternia's peasants that the storm was a result of the Elders being angry at the Royal family. She soon convinces them to unleash the Creeping Horac - an ever-growing weed-like entity that covers buildings and gradually sucks away the air - onto the Royal Palace...

Orko's friend Podi runs away after an accident at the Royal Palace and is captured by her father's longtime enemy, Rago. Rago has plans to use Podi for his evil schemes.

Prince Adam is sent to the world of Etheria to find his long abducted sister, Adora, and awaken her to her own destiny.