Heroic Warriors

Man-At-Arms: Master of weapons! (1982)

Man-At-Arms, ally of He-Man and master of weapons, was released with the first four action figures of the Masters of the Universe line early in 1982. I remember getting all four of them (shown below) for my birthday soon after they were released, which was the first I had heard of them. I was, of course, instantly hooked.

Cross sell artwork by Alfredo Alcala

Man-At-Arms is by far the most tech-heavy character among those early figures. Looking something like a futuristic space gladiator crossed with a conquistador, Man-At-Arms was envisioned by creator Mark Taylor as a scavenger of high-tech equipment from the remnants of a higher civilization that has been destroyed:

I based [Man-At-Arms] on the Spanish Conquistadors. I always wondered how those suckers had the nerve to do the things they did. They had to be ballsy beyond belief! Mattel’s marketing team was really on me to incorporate lots of technology, since Star Wars was still so popular. So I told them I could put high-tech gear on Man-At-Arms. I’d just read Piers Anthony’s classic science-fiction novel Sos the Rope, about a character who goes into a wasteland where a superior civilization had once lived. And he digs down and brings out their technology, which gives him a huge advantage over everyone else! So Man-At-Arms does that too.

Man-At-Arms was actually originally designed by Mark Taylor for the never-produced Rob-N & the Space Hoods toyline. According to Dušan M., the character was originally going to be allied with an evil sheriff in that toyline. When that line failed to be green-lit, the character (or a version of him) was reused for Masters of the Universe.

Update: Mark has reveled an early version of the character in his “Sketches 1” set of prints that he made available at Power-Con 2018. This character, called Paladin, has the familiar green and orange color scheme, and familiar helmet and face armor (albeit much more concealing in this version). His costume is much more primitive-looking than the more familiar Man-At-Arms design. The ventilator that was later moved to his chest area is up near his face here. He has a spiked orange mace at his side, but also carries a futuristic rifle. According to Dušan M, this was apparently the design used in the aforementioned Rob-N toyline, although it originally had a different color scheme.

Image courtesy of Doug Feague. This design was originally done for “Rob-N & The Space Hoods”

Also note the fur cloak on the above design. That was a feature that appeared in the first ever MOTU minicomic, He-Man and the Power Sword.

In this B-Sheet design by Mark Taylor (here he is given the working name of “Arms Man”), the conquistador element is quite evident in his helmet. His armor bristles with wires, hoses and gadgets. His mace weapon was originally supposed to function a bit like a flail, with the ball end of the weapon detaching from the handle to be swung about on a string.

In the color version of the same B-Sheet design, we can see that while the loin cloth was intended to be black, the boots and right arm bracer were originally supposed to be orange:

From the Mark Taylor Portfolio, published by Super7/The Power and the Honor Foundation

In what appears to be the earliest prototype of the figure (below), you can see some changes that were made to Man-At-Arms’ color scheme. The loin cloth and boot colors were changed to a brown color, and the right arm bracer was made blue instead of orange. The high tech conquistador helmet still is quite evident, although it would be altered in the final toy. The boot knife was cut from the design (images courtesy of Andy Youssi).

This prototype was used as the basis for early depictions of Man-At-Arms by artist Alfredo Alcala:

Man-At-Arms cross sell artwork. Image courtesy of Axel Giménez.

In the above cross sell art that was printed on the backs of figure cards and vehicle boxes, we see even more clearly that Man-At-Arms has lost a few design details from the original B-sheet. Gone are his square belt buckle and his metal glove. His shorts and boots in this illustration are colored black, and his helmet is rounded off at the top.

In this second and close to final prototype (below), Man-At-Arms’ left boot is unpainted. Man-At-Arms’ design here was simplified in several ways compared to the first prototype. His chest armor lacks the furry lining around the arms. His weapon was reduced in size and in detail. He regained the red color on his shorts and boots, but lost the red detail on his belt.The major difference between this prototype and the final toy the unpainted left boot, and the fact that he retains the “bracelet” section of the armor on his left arm (the bracelet does show up in versions manufactured in France, however).

We also see the single unpainted boot in this image (below) from the side of the original Castle Grayskull box. In this image we can see that the right boot is painted red.

Man-At-Arms makes an appearance with the green left boot in the July 1982 DC Comics story, From Eternia With Death, apparently based off of the early green-booted prototype:

The prototype was slightly revised once more as it got closer to production (below). Man-At-Arms was given two painted red boots:

The second and third Man-At-Arms prototype designs feature a blue belt and red details on his helmet. The very first production examples of the figure were colored that way as well, but subsequent releases lack the red details on the helmet; later versions came with a gray belt.

More common “gray belt” version

Note that Man-At-Arms actually had sculpted hair below the helmet line on the back of his head. It was, however, painted the same light blue as the rest of his helmet (thanks to Jukka Issakainen for reminding me of this).

The first releases came packaged on the 8-back card, and reissues starting in 1983 featured a scene on the back painted by artist Errol McCarthy:

Errol McCarthy also depicted Man-At-Arms many times over in Mattel licensing kit and style guide artwork, with some influences from the Filmation version:

As one of the main characters of the line, Man-At-Arms showed up quite frequently on MOTU box art:

In the mini comics, Man-At-Arms is first portrayed as an independent and occasional ally of He-Man who teams up with him to defeat Skeletor when necessary. By the time The Tale of Teela mini comic was released in 1983, Man-At-Arms had started to be a more permanent fixture around the palace of Eternia and was also portrayed as Teela’s adopted father:

This portrayal of Man-At-Arms quickly became almost universal across all media, from the Filmation series to the most recent DC Comics series.

Speaking of Filmation, Man-At-Arms was one of the most frequently-seen characters in the cartoon series. He appears in the introductory animation to each episode as one of the few people who know Prince Adam’s secret identity. He is also given the real name of Duncan.

Design-wise, Man-At-Arms underwent some fairly dramatic design changes in the Filmation cartoon. his arm and leg armor was simplified and made symmetrical to allow the animators to flip cells over and reuse the same sequences going left or right. And of course, he was given the mustache that has defined his look ever since.

Filmation of course did a commercial for the Masters of the Universe toyline before their popular cartoon series. In the ad, Man-At-Arms was drawn on-model to the actual toy:

Depictions of Man-At-Arms in the golden books generally follow the evolution of the character in other media, from clean-shaven independent warrior to mustachioed royal weapons master and step-father of Teela.

The 1987 Canon-produced Masters of the Universe Movie featured Man-At-Arms as one of its primary characters. The design for Man-At-Arms’ costume early in the film’s development was closely based on the original toy, but the film neared production Man-At-Arm’s costume underwent a radical transformation. His uniform was eventually colored blue instead of the traditional orange and green. The face guard was flattened and made ornamental rather than functional.

Jon Cypher as Man-At-Arms

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Evil Warriors

Skeletor: Lord of Destruction! (1982)

Released with the first wave of characters in the original Masters of the Universe toy line, Skeletor would eventually become one of the most iconic and memorable villains of the 1980s.

Castle Grayskull box art by Rudy Obrero

I remember getting Skeletor along with He-Man, Beast Man and Man-At-Arms in 1982.  I hadn’t even heard of these figures before getting them as Christmas presents. I don’t remember what toys I owned before that day, but the experience of opening and playing with these toys for the first time is permanently etched in my brain. Skeletor especially made a big impression on 5-year-old me. I’d never seen anything like him.

Design & Development

Like all the other first-wave MOTU figures, Skeletor was designed by Mattel artist Mark Taylor. Taylor’s 1979 drawing (before the MOTU line was first conceived) featured his He-Man-like character “Torak” and included a villain in the background who bears a striking resemblance to Skeletor:

Torak, by Mark Taylor. Image source: The Power and the Honor Foundation
Close-up of Skeletor-like villain, from The Power and the Honor Foundation Catalog

Mark Taylor did another sketch, predating his work at Mattel, that informed his later Skeletor design. In the drawing below, we see a mummy-like character, complete with torn bandages. He has a decaying body and face, but he also has elements of the final Skeletor costume that are recognizable – most notably in the cross bones on his chest. From the crown and collar, he looks like some kind of undead king.

The sketch was recently found by Rebecca Salari Taylor (Mark Taylor’s wife). Of the sketch, she said:

It was done before Mark went to Mattel. I found it in a sketchbook. He has a few versions of skeletons as warriors and royalty. It is based off of a story he wrote once when he was a kid in college… about a skeleton king called “The King of Styx” … circa 1971. I found a new stash of sketchbooks when they repaired our garage.

Image source: Rebecca Salari Taylor. Sketch by Mark Taylor.
A print of “Evil Incarnate”, offered at Power-Con in 2018 as a part of Mark’s “Sketches 1” portfolio. Image courtesy of Doug Feague.

The above drawing was first teased in this poster image sold at Grayskull Con in 2013, produced by the Power and Honor Foundation:

Image courtesy of Jukka Issakainen

The concept character who has come to be known as Demo-Man (1980) is often considered to be an early version of Skeletor, although according to designer Mark Taylor he is a separate character (possibly designed as a villain for the abandoned Conan line, per Emiliano Santalucia). While this Taylor design does feature a skeletal face, it otherwise bears little resemblance to Skeletor. In fact, Demo-Man seems more similar to Beast Man in many ways. It’s unclear what might have become of this character had he been further developed. His sword design seems influenced by the sword in the “undead king” sketch Mark did before coming to Mattel.

The sinister Demo-Man

The B-sheet for “D Man” gives us the first look at a close to final and “official” Skeletor design. He retains the decaying face and general body shape and pose from the mummy sketch. His costume is much more recognizable as Skeletor, however, and he has his characteristic blue skin. He has the five-toed bare feet and yellow bat detail around his shin guards and chest armor that would later appear in the first minicomics. The head of the staff was meant to be attached via string and would have doubled as a flail.

Colored version of Mark Taylor’s Skeletor concept art, published by Super7 and the Power and the Honor Foundation. Image courtesy of Axel Giménez.

The D Man B-sheet was translated into a clay model by legendary Mattel sculptor Tony Guerrero. The paint details on the face were altered to the familiar yellow/green scheme, and the handle of the staff was left unfinished.

Skeletor prototype, sculpted by Tony Guerrero. Notice his stance is very similar to both the concept art and the cross sell art. Image via He-Man.org
Skeletor’s prototype seems to built on top of the original He-Man sculpt. The leg musculature looks identical.

Update: As late as July 9, 1981, Mattel was still going to use the “rotting face” version of Skeletor’s head. You can see that in the toy head design sheet below.

Image source: The Masters of the Universe Book (DK)

This design was highly detailed and would have required a lot of unique parts. Presumably to save money, Skeletor’s design was simplified and made more generic and reusable.

Skeletor cross sell art

The cross sell art (above) seems to be the next step in Skeletor’s evolution, before the final toy. Skeletor was given legs that could be reused for Mer-Man, with three-toed feet and a more generic shin guard. Instead of the decrepit forearms, he was given unpainted gloved forearms that could be reused for Mer-Man (ironically Mer-Man would eventually lose the painted gloves, making this design change unnecessary). Other differences from the B-sheet include a wider “skirt” and a simplified bird motif on the belt.

Skeletor hand painted prototype. The skirt piece seems to be broken and on backwards.

This final prototype (above two images) shows some further changes to the design. The boots were given a scaly, organic appearance, and the “gloved” forearms were made to look more ambiguous, as if they could either be gloves or bony protrusions. Again, this seems designed to make these molded parts fit with either Skeletor or Mer-Man. Interestingly, the armor seems to sit higher on the body than the final toy.


The first release of Skeletor featured the iconic “8-back” packaging. Reissues featured a scene on the card back of Skeletor looking rather sneaky, with Castle Grayskull in the background (art by Errol McCarthy].

Image courtesy of Axel Giménez.

Production Figure

The very first run of Skeletor figures had an error in the face paint. As Mattel marketing director Mark Ellis explained:

As with all large scale endeavors, screw-ups happen. After production was authorized, the factories started to turn out the characters in amazing quantities. I walked by Tall Paul’s office one day and he had a set of MOTU figures on his desk. I picked up Skeletor and noticed on his right cheek there was an orange mark. I asked Paul and he deduced that before the paint master was shipped to the factory, apparently it was moved or some stray color was accidentally added to make that orange mark. So Paul went down and got it fixed, but not before thousands and thousands were produced with that “error.”

This was actually the version I had as a kid. I certainly didn’t see it as an error. When I re-bought Skeletor as an adult, none of the Skeletors looked quite right to me until I found the one with orange cheeks. I remember staring for hours at that face as a kid, memorizing every detail.

Early versions of Skeletor had half-painted boots, which were probably meant to represent shin guards. He also had purple shorts and a black belt. Later versions had fully-painted boots and black shorts (and of course the corrected face paint). The full boot version has traditionally been associated with the black shorts/corrected face, but there are in between versions as well:

Half boots, black shorts, orange cheeks
Half boots, black shorts, corrected cheeks

All of the above have a hit of light blue in the eye sockets as well, which would eventually be cut. Below we see corrected face paint with full boots and black shorts, and no light blue in the eyes:

There are of course all kinds of international production variants as well, with subtle and not-so subtle differences from the initial Taiwan versions.

Gift Sets

Skeletor was sold in a number of configurations, apart from the single-carded figure. I’ll t get into Skeletor variants in future posts (ie, Battle Armor Skeletor, Dragon Blaster Skeletor, etc), but the standard release Skeletor was available in the following gift sets:

  • Skeletor/Panthor
  • Skeletor/Screech
  • Battle For Eternia (Skeletor/Panthor/Man-E-Faces)
  • Evil Warriors (Beast Man/Skeletor/Faker)
  • He-Man/Skeletor (German set)
  • JCPenney Skeletor/Beast Man
  • JCPenney Skeletor/Mer-Man

You can explore what these gift sets looks looked like at the excellent Grayskull Museum site.

Skeletor in Action

A photo and a short video of Skeletor in action, contributed by Øyvind Meisfjord:


The box art for the sets featuring Skeletor with Panthor or Screech are particularly good. They capture the same Frazetta feel as Rudy Obrero’s artwork, but with a slightly different flavor. I include the single packaged Panthor art piece as well, because I like the artist’s depiction of Skeletor so much:

The Skeletor/Screech artwork was painted by Rudy Obrero, while the others were likely done by William Garland.


Skeletor was featured along with He-Man in this very early live-action commercial:

Minicomic Looks

One of the most memorable depictions of Skeletor in any media was created by Alfredo Alcala, who did the artwork for nine MOTU mini comics, the Power of Point Dread comic book/record set, and the 1982 DC series (he is credited with the inks rather than the artwork for the DC series, but his stylistic influence is evident).

Notice the body and clothing in the above illustration almost exactly match Mark Taylor’s b-sheet (this example is from the first mini comic, He-Man and the Power Sword). The face looks like a creepier, more ghoulish version of the vintage toy, however.

This artwork from The Power of Point Dread (above) is based on the cross sell art, but again the design of the skull face is unique to Alcala.

Sinister Origins

Taylor wasn’t responsible for writing the back story for any of the characters, but he did have one in mind when he created Skeletor:

[Skeletor] is a corrupted super human. His father threw him into the “Pit of Souls” as a youth to eliminate him as a claimant to the throne (Grayskull). Years after, the tribe was completely eliminated by a malevolent witch poisoner (Skeletor’s mother) who then helped him escape from the “Well” but when she saw what it had done to him she went insane and drank her own poison.

His stay in the demonic “Well of Souls” morphed his body and soul forever, before he looked very much like He Man. …. [His] hood is to help hide his glowing eyes and camouflage his distinct silhouette. It is made of the eyelid of a dragon that tried to kill him just after he emerged from the “Well”. [His armor] is made from the hide of an armadillo type monster that dared to defy him, it is tougher than steel.

[Skeletor] is the ultimate bipolar, from quiet malevolent to towering rage. … Not counting the time warp in the “Well of Souls” he is about 317 years old but he doesn’t celebrate birthdays… he never sleeps.

Taylor had no involvement in the production of mini comics, other than seeing them and approving them. The first official origin story (written by Don Glut) gave a simple but effective origin for Skeletor. He was an evil demon from another dimension, bent on stealing the power from within Castle Grayskull, and bringing more of his kind into Eternia. He was apparently brought into Eternia when the “Great Wars” ripped a hole between dimensions.

A dimension full of Skeletors!

Much later in the line, it was hinted that Skeletor was once Keldor, brother to King Randor, but the story was never fleshed out until the 2002 cartoon series.


Perhaps the most widely-recognizable look for Skeletor came from the Filmation cartoon series. Voiced to perfection by Alan Oppenheimer, Skeletor featured a stripped down, more humanoid design, and more angry-looking eyes than the original toy:

There is a brief reference to Skeletor’s origins in the cartoon. In “The Greatest Adventures of All” VHS release, the Sorceress mentions that Skeletor is a demon from another dimension, which accords with the Don Glut story. (Thanks to both Jukka Issakainen and Dušan Mitrović for the information.) This idea is even more fleshed out in the December 1982 MOTU Bible, written by Michael Halperin:

A new vitality soared through their veins as they woke their new bodies to the horrid laughter of Infinita’s remaining ruler — the evil, megalomaniacal, power-mad monster, SKELETOR.

Beneath his hood eyes peered at them from the dark sockets of his skull face and his voice rang hollowly from the recesses of his bony jaws. In his hand he grasped the black, ram-headed HAVOC STAFF. He knew they were the minions he needed to break the Space Portal seal so he could invade and conquer Eternia. On the other hand Evil-Lyn, Beast-Man and Tri-Klops recognized Skeletor as their device for wreaking vengeance throughout the universe.

Skeletor led them to his lair beneath the twin peaks of SNAKE MOUNTAIN. Around one of the crags twisted a terrible carved snake. A portal along the snake’s back until it reached the fanged mouth. Entrance here entrapped the incautious stranger for once a person stepped into the snake’s jaws they snapped shut thrusting the trespasser into almost inescapable dungeon.

A footbridge connected one mountain with the other where a blood red waterfall cascaded over crags, past blasted trees and murky swamps. Skeletor’s chamber hid behind BLOOD FALLS and only he knew its entrance, its traps and snares. The lair itself was a dark cavern dripping with venom. In one corner, its eyes blazing red, its tail twitching, sat Skeletor’s pet and charger, the giant cat PANTHOR. Its purple fur glistened as its muscles rippled when it stretched out iron claws from the mighty paws.

Skeletor waved his staff and a charge of energy sprang forth rolling back a huge boulder from one wall uncovering a screen. A wave of his hand and a picture swam into view — a picture of Eternia then that of King Randor and Marlena. At the sight of the former captain, the trio snarled and clenched their fists – and it wasn’t lost on Skeletor.

“I see you feel as I do. You’d like to invade Eternia and conquer it. My reasons are simple enough. Infinita can no longer sustain life.  We need Eternia’s air and food and I intend to take it by force. If you are with me we can accomplish our aim. But before we do we must break through the Space Portal sealed centuries ago against my ancestors. Once that’s done we’ll wipe out that simpering Eternian goodness and our dark powers will reign over all Eternia — over all the universe.”

In the animated commercial for the MOTU toy line produced by Filmation in 1982, Skeletor looked even more menacing than his later appearances in the show, with a more detailed design:

I feel like I’ve barely scratched the surface on Skeletor. I could cover all his appearances in the box art, or the different comic book depictions and characterizations, or all the advertising and merchandising related to the character, but this really would turn this blog post into a novella. And maybe that’s what you’d need to really do justice to the evil lord of destruction!

I’ll return to the topic another time when I discuss Skeletor variant figures. Perhaps I’ll also do a separate post just on Skeletor-related box art, with some more detailed pictures of packaging.

Special thanks to Jukka Issakainen and Dušan Mitrović for some corrections and guidance on this topic.

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