Evil Horde

Modulok: Evil beast with a thousand bodies (1985)

The last Masters of the Universe figures I would ever get as a kid were Rokkon, Stonedar and Modulok, for my birthday in 1986. By this point I was really getting into G.I. Joe. Colorful characters like the B.A.T. (which was kind of a Roboto clone), Viper, and Serpentor (he fit right in with the MOTU Snake Men) had finally pulled me over to the Joe side. Despite that, I was always happy to get a few more He-Man characters to add to my collection. Modulok had come out in 1985, of course, but the figure was new to me.

Modulok was given the most metal toy commercial possible. Compared to most 1980s toy ads, this was like Slayer meets Black Sabbath:

Over the years, Mattel designers toyed with several centaur-type designs, with four to six legs, and in at least one case, four arms.

Image source: Tomart’s Action Figure Digest. Scan via Jukka Issakainen

Modulok could be configured like the either of the above designs, but he was much more insect-like than previous concepts, as shown below:

Image source: Tomart’s Action Figure Digest. Scan via Jukka Issakainen.

Often in the development of Masters of the Universe toy designs, prototypes and concepts ended up appearing in mini comics and cartoons, due to the long lead time required to produce them. While comic artists were busy putting together mini comics, Mattel’s toy design team would continue to develop the figures. Often the finished product was noticeably different from early concepts, and that is certainly the case with Modulok. In the comic book that shipped with the figure, The Treachery of Modulok!, Modulok is based on that original concept look:

The concept/mini comic Modulok featured a set of crab-like pincers, a set of He-Man-like legs, a set of Skeletor-like legs, and a set of insect-like legs. It may be that the designer (which I believe was Ted Mayer) intended for Modulok to reuse these parts to cut down on costs.

Another Ted Mayer design, Brainiac, demonstrates a similar design philosophy:

Image source: Tomart’s Action Figure Digest. This version has one set of human hands and one set of claw hands, like Modulok.
Image courtesy of Ted Mayer. This version has two sets of clawed hands and lacks the Horde symbol of the black and white version.

The final toy came with no shared parts at all (unusual for MOTU at the time, but characteristic of Evil Horde figures), and his build was much slimmer than any figure that had come before, with the exception of Teela and Evil-Lyn.

Rather than crab-like pincers, Modulok was given three and two-fingered claws, in addition to his set of human-looking arms. Rather than Skeletor or He-Man legs, he was given one set of human-like legs with green knee pads, one set of legs with a kind of grasshopper-like design, and another set of legs that recalled the design used on Clawful and Buzz-Off. His overall look is something like a Martian crossed with an ant.


Modulok included several segmented thorax pieces, giving him an ant-like look when they were connected. He included the two heads from the concept drawing, along with five two-pronged connectors that could be used to give the figure various head, arm and leg combinations. He came with two tails, one of which could support legs or arms. He also came with a double-sided laser rifle that could be split into two pistols.

Modulok has one of the more clever names in the MOTU toyline. It’s a marriage between the words “modular” and “lock”. His construction is modular, his pieces lock together, and the hybrid word certainly sounds like a credible name for a villain.

The artwork on the box Modulok came in was very true to the overall design of the toy. However, where the action figure featured dark blue paint on some of his arms and legs, those parts were colored light purple in the box art.

Image courtesy of Jukka Issakainen

The front and back of the packaging featured illustrations of Modulok in dozens of different configuration. The idea, I’m sure, was to help kids engage with the toy more by giving them many different ideas for play. I think I eventually tried out all of them.

The scene on the back of the packaging shows Modulok transforming into various configurations mid-combat as he confounds Skeletor’s Evil Warriors:

The instruction manual that came with Modulok provided even more ideas for putting him together in bizarre new ways, including some ideas that would require purchasing multiple copies of the toy. It was a bold attempt by Mattel’s marketing department to move more units, I’m sure, but I don’t know that many parents would have been convinced to buy the same toy two or three times over.

Update: Early versions of Modulok required quite a bit of force to take apart and put together. In a December 6, 1985 Los Angeles Times article about best and worst toys, Modulok was given a “Trash Box” rating because of that problem. Dave Capper, the Director of Marketing for boy’s toys at the time, told the paper that the problem had been corrected in the October 1985 shipments.

Argentinian manufacturer Top Toys produced a version of Modulok that was packaged on the standard sized blister card. Since there was no such card set up for Modulok, Top Toys reused the cardback from Kobra Khan. The figure itself came with green limbs and is highly sought after today.

The Treachery of Modulok! mini comic was included with the toy (although not in the Top Toys example above), and as mentioned previously, depicted Modulok with his concept design rather than his final form. In the story, Modulok is a defector from Skeletor’s crew. He approaches Hordak with a plan to infiltrate Castle Grayskull. In a rather gruesome and devious plot, he mails his body parts to the heroic warriors, who are baffled by them. After the heroes leave his parts unattended, Modulok assembles himself and wreaks havoc on the unsuspecting heroes.

Modulok is the only member of the Evil Horde without the Horde bat insignia (with the exception of Multi-Bot, who was something of a robotic sequel to Modulok). It may be that his inclusion in the Horde faction was something of an afterthought. And indeed, that may also be the reason he is depicted as non-original member of the group in the mini comic and other media.

Modulok’s back story is spelled out succinctly in Mattel’s official style guide (with artwork by Errol McCarthy). These origins don’t appear to have anything to do with the story in the mini comic.

Image courtesy of Jukka Issakainen

Formerly Galen Nycoff, evil scientist. He constructed a device while in prison to help him become the most deadly villain on Eternia, and emerged… Modulok! He has since allied himself with Hordak and the Evil Horde.

The Filmation series origin for Modulok follows the same basic formula, expanding upon it and giving pre-transformation Galen a pretty standard evil scientist look.

Images courtesy of Jukka Issakainen

Filmation’s take on the character design was created by Fred Carillo and Lou Ott. (Fred also did artwork for quite a few Masters of the Universe Golden Books story books and coloring books.) Here Modulok has been given purple shorts, a green belt, black markings on his legs, and some modifications to the design of his chest and hands.He is always depicted with three legs.

Modulok makes several appearances in the UK Masters of the Universe comic book series, albeit with an altered backstory (images via He-Man.org):

Modulok also makes several appearances in posters by William George, Earl Norem, and others. Notice in the last example below (from William George’s Eternia poster) that Modulok has been combined with Multi-Bot to form “Megabeast”.

(Poster images courtesy of Jukka Issakainen.)

Heroic Warriors

He-Man: “Mattel’s Jungle Man”

Artwork by Alfredo Alcala

He-Man has been depicted in many different ways over the years. Sometimes he’s something of a knight, complete with archaic English pronouns, keeping a close watch over a medieval fiefdom. Sometimes he’s a square-jawed, unbreakable man of steel, protecting a futuristic monarchy from comically-inept enemies. Sometimes he’s a barbarian warrior piloting technological wonders from another age through war-torn battle fields.

But in his first ever media incarnation, He-Man was a jungle man, something of a blond Tarzan with a dash of Conan the Barbarian, gifted with special weapons and equipment from the Sorceress of Castle Grayskull.

Indeed, it’s not surprising that early media depict He-Man as a Tarzan-like character. In the 1970s Mattel had produced a line of Tarzan toys, so it would have been a natural direction to take the new Masters of the Universe line. He-Man the jungle warrior was a short-lived concept and was soon replaced with other themes, but I’d like to explore it in this article.

Tarzan and the Giant Ape. Packaging artwork by Mark Taylor.

The first minicomic of the toyline, He-Man and the Power Sword, kicks off the MOTU mythos with the theme of He-Man as jungle tribesman turned defender of Eternia. And really, it’s not so surprising that He-Man would be characterized in this way, given that the comic was written by Don Glut (artwork by Alfredo Alcala). Glut was the creator and writer of the Dagar The Invincible comic series from the early 1970s, which features as its protagonist a blond-haired jungle warrior in a primitive costume.


In a 2001 interview conducted by Matt Jozwiak, Glut explained:

Originally, when I came onto the [MOTU] project, there were no stories at all. Not all the characters and places were yet named and not all of the characters had been invented. All that existed then were some prototype toys and some general ideas of who and what they were and what they could do.

I’d been writing comic-book and filler text stories for Western Publishing Company (a.k.a. Whitman, Gold Key Comics and Golden Press). Western then had an account with the Mattel toy company. One day my editor at Western, Del Connell, told me that Mattel was coming out with a new line of toys called Masters of the Universe and needed someone to write four booklets that would be included with the toys…

It’s hard to remember much of this, as it was long ago and so quickly executed. Basically, I was given Polaroid photos of the prototype toys. I’d written lots of sword and sorcery and heroic adventure type stories by this time and so it was relatively easy to come up with the personalities. He-Man, for instance, was your typical “noble savage stereotype” a kind of combination Tarzan and Conan. I just used the same standards and principles I’d applied to earlier stories to “Master of the Universe”. And the plots were similar, too. Most such plots involve a villain who needs “something” (a magic jewel, a secret formula, etc.) to achieve a goal (conquer the world, achieve immortality, etc.) and a brave hero who fights to prevent the villain from accomplishing this. You simply “fill in the blanks,” changing the particulars from story to story.

And indeed, this exactly the kind of story-telling used in He-Man and the Power Sword. He-Man, the mightiest warrior of tribe, sets out to defend Eternia and Castle Grayskull from unknown threats. How he comes to the conclusion that they are threatened is not explained. In this scene we get a glimpse of He-Man’s tribe in the background as he sets off with spear in hand.

Although He-Man is simple and primitive, the Sorceress soon gifts him with force field armor that adds to his strength, a battle axe, a shield, and a futuristic time warp device (the Battle Ram).

With his augmented strength, the primitive He-Man carves his home out of the bare rock using nothing but his fists.

The MacGuffin that Glut refers to as the basis for his story telling is, in this case, the Power Sword, hidden deep within Castle Grayskull. Skeletor manages to force his way into the castle and succeeds in retrieving it.

Another early Glut-penned mini comic, Battle in the Clouds, has a more subtle portrayal of the “jungle He-Man”. We don’t necessarily see He-Man as a Tarzan-like figure here, but when he needs assistance from Battle Cat, He-Man returns to the forest and makes an animal call to summon his friend:

An advertisement for the Masters of the Universe Pop-Up Game appeared in He-Man and the Power Sword that again makes reference to He-Man as a jungle warrior. From the advertisement:

Based on the Mattel jungle man. Pop-up sections are two volcanoes and the graphics of He-Man and other characters. Object of play is to cross the treacherous terrain of jungle, climbing the volcanoes which open, causing a man to fall through.

This is probably the strongest jungle-themed depiction of He-Man. The board features a thick jungle with three active volcanoes and twisting paths. Skeletor and Beast Man are the “volcano keepers” who try to destroy He-Man on his journey to save Eternia.

Western Publishing version
Peter Pan Playthings version

In the 1983 DC Comics-published The Key to Castle Grayskull, He-Man is not a jungle man per se, but he does have old friends who live in the forest – a tribe of jungle warriors led by Ceril, their chief (images via He-Man.org):

Ceril and He-Man’s story goes back further than He-Man’s partnership with Battle Cat. After He-Man defeated the sorcerer Damon, who had enslaved Ceril’s people, the tribe was ever after loyal to He-Man.

The instruction sheet that came with Castle Grayskull depicted He-Man holding a spear, hearkening back to how he was depicted in He-Man and the Power Sword. The same illustration, but with the boot knife from the aforementioned comic (as well as the original Mark Taylor b-sheet) was also used in retail ad sheets:

Finally, at one point, (probably in late 1982 or early 1983, judging from the photo below) Mattel was planning to make a jungle-themed playset for He-Man and his friends. The playset featured thick foliage, a waterfall, caves, boulders, a rickety rope bridge, and a giant python. You can also see the laser canon from Castle Grayskull peeking out from the cave on the far right. The playset was later repurposed for Snake Mountain.

Image source: The Power and the Honor Foundation Catalog, Vol. 1

In his later days He-Man seemed to lose all vestiges of his early barbarian/jungle warrior heritage, becoming instead a kind of Superman-like figure in furry shorts. However, as someone whose first exposure to the character was the earliest mini comics and the first wave of toys, my heart will always lie with the He-Man of spear, sword and sorcery.

Evil Warriors

Scare Glow: Evil Ghost of Skeletor (1987)

I wasn’t aware of Scare Glow’s existence when he was released in 1987, but when I finally saw him as an adult, he made perfect sense. Of course there needs to be a glow-in-the-dark skeleton man in Masters of the Universe. Why didn’t someone think of this sooner? Glow-in-the-dark accessories had been produced previously in the line (Evil-Lyn’s staff, the warrior ring that came with Tri-Klops and Trap Jaw), but never a glow-in-the-dark figure.

Imagery

Scare Glow seems to have been influenced by traditional imagery of the grim reaper. Unlike Skeletor, his entire body is a skeleton (or at least the closest thing to it without creating a newly sculpted body). He has a reaper-like cloak and the closest thing to a scythe in the existing library of Masters of the Universe weapons.

Parts Reuse & Design

Scareglow was released toward the end of the Masters of the Universe toyline. There seemed to be two categories of figures released in 1987 – figures that were made from newly sculpted parts (Mosquitor, Sorceress, Blast Attak) and figures that mostly reused existing parts, with only a new head and perhaps a new weapon (Ninjor, King Randor, Clamp Champ). Scare Glow is in the latter category.

Scare Glow reuses Skeletor’s body. Most versions reuse the legs from Dragon Blaster Skeletor (with slightly enlarged feet compared to the original Skeletor), but the Spanish version reused the original Skeletor legs.  The poleaxe (referred to on the packaging as a “scythe of doom”, and in the style guide as a “spirit staff”) is reused from the Castle Grayskull weapons rack. He was given an all-new head and a new cloth cape. The figure was designed by David Wolfram.

Scareglow’s weapon came in two flavors – bright green and glow-in-the-dark white. The white version was principally sold outside of the US and Canada.

Packaging

Scare Glow’s cross sell art, like most cross sell artwork after the 1983, is a pretty accurate representation of the figure:

Image source: Axel Giménez

Like many other 1987 figures, Scare Glow came with some great artwork on the front of the card, illustrated by Bruce Timm:

Image source: Jukka Issakainen

The back of the card features a somewhat comical scene of Scare Glow scaring the orange pants off of Snout Spout. The scene was illustrated by Errol McCarthy, who also created an illustration for the 1987 Style Guide:

Image source: KMKA

Characterization & Stories

Given that Scare Glow’s tag line calls him the “Evil Ghost of Skeletor”, there has been debate among fans for years about whether or not Scare Glow is actually the ghost of Skeletor, or merely a ghost who serves Skeletor. The 1987 Mattel Style Guide says this about Scare Glow:

Skeletor conjured up this spirit in his own image to frighten travelers on the pathways of Eternia. Scare Glow is invisible during the daylight, but glows at night.

Unfortunately I don’t think this totally clears up the issue. From the short bio, Scare Glow could be Skeletor’s ghost, or he could be just a ghost who happens to have a skull face like Skeletor. In the mini comic, The Search For Keldor, Skeletor conjures up “the most evil beings of time and space” (Scare Glow and Ninjor). So it could be that Scare Glow really is a future, deader Skeletor. I tend to think that Scare Glow is not Skeletor’s own ghost, however. I think the intent was that Scare Glow was just a conjured being who happens to look a bit like Skeletor.

In Masters of the Universe Adventure Magazine issue 9, Skeletor creates Scare Glow in his own image, so it’s apparent they are not the same person in this continuity. As described in the style guide, Scare Glow can become invisible in the light:

In Star Comics Masters of the Universe issue 7, Skeletor calls Scare Glow his “ghostly double”. Scare Glow seems to be a true ethereal ghost, as Blast Attak’s fist passes through him when he attempts to punch him. Scare Glow also has the ability to fly:

Just to make things a little more confusing, this Greek advertisement referred to Scare Glow as Skeletor (the caption underneath his name roughly translates to “Scarier at night!” – thanks Jukka!):

Other Artwork

Coming so late in the Masters of the Universe line, Scare Glow didn’t show up in a lot of artwork, but he was a background character in posters illustrated by William George and Esteban Maroto:

Artwork by William George. Image source: Jukka Issakainen
Artwork by William George. Image source: Jukka Issakainen
Artwork by Esteban Maroto. Image source: Monster Brains

Advertising

He also showed up in a few catalog photos and advertisements:

Scare Glow in Action

Øyvind Meisfjord recently shared this image and short video of Scare Glow in action:

The scans of catalogs and advertisements used in this article came from Orange Slime, Grayskull Museum, and He-Man.org. The Errol McCarthy line art and comic book scans also came from He-Man.org.

Stories

1983 Kid Stuff Masters of the Universe story record – full transcript

kid-stuff-cover
Image source: He-Man.org

The 1983 Kid Stuff Masters of the Universe story record (written and produced by John Braden) is an interesting piece of intermediate MOTU canon. Its production predates the debut of the Filmation cartoon, and represents an intermediate step between pre and post-Filmation canon. The story seems to be informed by the Masters of the Universe Bible, written at the end of 1982 by Michael Halperin. The recording hasn’t been available in written form, so I’ve transcribed it here.

There are a few interesting tidbits here:

  • Prince Adam shouts, “By the power of Castle Grayskull” twice in order to transform into He-Man.
  • Evil-Lyn speaks in an old crone’s voice and transforms into Screeech. Screeech is a black vulture.
  • Panthor is black, not purple.
  • Castle Grayskull is located in the middle of a thick forest.

In order to make the read a little more interesting, I’ve added illustrations from various sources (most via He-Man.org or Bustatoons’ He-Man and She-Ra Blog), including other Kid Stuff story books.

Masters of the Universe (Lyrics):

A glimmer of magic in the darkest night
A sword is drawn o’er the endless fight
The forces of evil never rest
But we are ready to put them to the test

We are the masters of the universe
We are the masters of the universe
We are the makers of our destiny
And we will struggle til the universe is free

We are the masters of the universe
We are the masters of the universe
The universe, the universe

Lost in space, lost in time
With our mighty power
We will fight, we will win
The victory shall be ours
It shall be ours

We are the masters of the universe
We are the masters of the universe
We are the makers of our destiny
And we will struggle til the universe is free

We are the masters of the universe
We are the masters of the universe
The universe, the universe

Lost in space, lost in time
With our mighty power
We will fight, we will win
The victory shall be ours
It shall be ours

We are the masters of the universe
We are the masters of the universe
We are the masters of the universe
We are the masters of the universe

Far in the deepest reaches of space, hidden from view by the swirling gasses of trillion solar systems lies a world beyond all imagining. Here, spinning in the endless blackness of space, exists the planet Eternia.

eternia

Eternia – even in the name you can hear the magic. The roar of the winds that whip their way through the rocky mountain tops. The crashing of the waves that cast themselves on the sandy shores of time on this mysterious world, tucked away in a forgotten corner of the universe. Eternia. The equatorial vine jungle whose steamy swamps swarm with gigantic serpents and twisted man-eating plants, whose roots dangle dangerously, waiting to trap and devour any foolhardy Intruder.

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Eternia, where the evergreen forest towers, as immense trees reach upward toward the fleecy blue sky overhead. The thick ferny underbrush teems with countless strange creatures who have evolved into life forms much different than those on earth. Great winged lizards dangle by their scaly claws from the top-most branches of the pines, while deep within the mossy caves that line the cliffs, awesome dragons watch the world through beady green eyes and spew their sulfurous breath out into the morning chill.

Eternia. The sprawling sands of time. A desert whose shifting dunes hide ruins of long past ages when great stone temples lined the streets of imperial cities. All gone now. Swallowed up and swept away by the constant changing sands. All that remain are a few crumbling monuments to tell the tale of a forgotten civilization that labored and perished in the unforgiving desert.

Eternia – a world of unimaginable beauty and unspeakable danger. For it is here, on this isolated planet, that one of the greatest battles between good and evil in the universe is being played out. The monstrous Skeletor, a villain of unending cunning and wickedness, has escaped after years of isolation on his own planet, Infinita: and with a legion of demons at his side, threatens the safety and tranquility of Eternia.

Skeletor
Image Source: Bustatoons Blog

But Eternia has a protector. A hero foretold in legend and myth since the dawn of Eternian time. Centuries ago Eternia’s wise rulers, the Council of Elders, sensed that some time in the future, danger would descend on their planet. In one moment of incredible concentration, they compressed all their accumulated knowledge and wisdom about the universe into one omnipotent glowing orb of power. They transformed the center of their government, the lustrous hall of Wisdom, into a fearsome rocky castle with a stone face of a skull at its front. They placed the orb of light and wisdom deep in the musty dungeons of the castle, where it would be safe from the forces of evil. Over the thousands of years that followed, the thick evergreen forest swallowed up the frightful edifice, and it disappeared into memory and folk legend. But, to this very day, its name brings a chill of fear and awe. It is the mighty Castle Grayskull.

And now, the evil warrior that the wise Council of Elders feared has arrived. Skeletor stalks the planet, searching for a way to seize control. But at every turn, his wickedness is checked by the heroic protector spoken of in the old tales. A giant of a man, with long golden hair and rippling muscles that gleam in the brilliant Eternian sunlight. This is He-Man.

In order to protect his true identity and thus make it harder for Skeletor to destroy him, He-Man lives a double life as Prince Adam, playful son of King Randor and Queen Marlena. Even now, as we speak, Prince Adam is playing with his pet tiger, Cringer. In the beautiful gardens that surround his father’s castle, he and his feline friend romp in the tall grass, happy and care-free, unaware that as He-Man, he is about to face the most difficult and dangerous challenge of his life – a life and death struggle with Skeletor. The outcome of which will determine the fate of the planet, and perhaps the entire universe.

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Image source: He-Man.org

Prince Adam: Ha-ha, careful my furry friend. Your claws are sharp. Sometimes you do not realize your own strength. Here, I will toss this stick out on to the lawn, and you will find it and return it to me. Do you understand?

Cringer growled with pleasure. He loved the long afternoons he and his master spent in games and fun. Adam hurled the wooden stick high into the air. It soared over the flower beds and landed far away in a bushy area at the very edge of the castle grounds. Sometimes Prince Adam didn’t realize his own strength either.

Cringer charged away after the stick.

Prince Adam: Good cat. Find it and bring it to me.

Suddenly a huge black shadow swept across the green lawn. The warm afternoon air was stirred to a chill at the flapping overhead of two gigantic wings. Prince Adam gazed up into the cloudless sky and saw an amazing sight. It was Zoar, the falcon. The great winged bird whose wingspan was more than 20 yards across glided low, skimming the tops of the tall trees that surrounded the castle walls. And most amazing of all, on the falcon’s wide feathered back rode Man-At-Arms, Prince Adam’s teacher and companion. In a swooping arc the giant bird and its rider soared over the lawn and landed in a flurry just a few yards from the young prince. Man-At-Arms slid down along one of the gigantic wings as Prince Adam rushed to his side.

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Image source: He-Man.org

Prince Adam: Greetings my friend, and greetings to Zoar the falcon too. I see concern on your brow, my teacher.

The enormous bird settled its mammoth wings by its side in a gust of wind as Man-At-Arms put his hand on Prince Adam’s mighty shoulder, and the two of them walked through the garden, talking.

Man-At-Arms: I am afraid, sire, that I am not the bearer of good news.

maa
Image source: He-Man.org

Prince Adam: This I sensed, my friend. Please tell me what is wrong.

Man-At-Arms: There is trouble in the northlands my lord. The wicked Skeletor has found his way dangerously close to castle Grayskull.

Prince Adam: That boney fiend! His wickedness knows no bounds,

Man-At-Arms: It is worse than you think my prince. Skeletor has learned of the wisdom of the elders which is hidden deep inside castle Grayskull. He has vowed by all that is unholy to break into the castle and gain control over the elders’ wisdom.

Prince Adam: This must not be done! With this power Skeletor could easily rule all Eternia. His cruel leadership would plunge our world back thousands of years into the dark ages once more. All across the planet the light of hope and joy would be snuffed out by this fiend. He must, he will be stopped if it takes my last breath to do it.

Man-At-Arms: I knew, my lord, that you would not let your people down. The fate of the planet rests on the outcome of this battle.

In an instant Prince Adam reached down and grasped the sword which always hung by his side. He seized it in his strong hand and lifted it high overhead. It gleamed in the afternoon sun. This was the sword of power, given to him by the Sorceress, protector of Castle Grayskull.

With this mighty weapon, Prince Adam could transform himself and his pet tiger Cringer into He-Man and Battle Cat, his armored mount.

Prince Adam: I am ready to do my duty to defend this planet. Skeletor will perish!

Then, in a booming voice that echoed off the Castle walls and out into the forest, Prince Adam shouted the magic words that would cause his amazing transformation.

Prince Adam: By the power of Castle Grayskull, by the power of Castle Grayskull!

HM
Image Source: Bustatoons Blog

The earth shook underfoot and black clouds swept across the Eternian sky, darkening the sun. Overhead, the heavens opened up and down through the inky clouds flashed a brilliant bolt of white light. In a split second it flashed on the very tip of the sword power like a bolt of lightning. A shower of blue sparks flew upward toward the heavens. Even the gods watched on in amazement as in a blinding moment the molecules of Prince Adam’s body danced and swirled in a kaleidoscopic pattern of energy and change. Moments later as the blue smoke cleared, Prince Adam was gone. In his place, muscles poised for action, stood He-Man.

By his side stood Battle Cat. The power of Castle Grayskull had transformed Cringer into a fierce animal, a huge cat with green and yellow stripes and gigantic sharp claws and fangs. He-Man leaped up onto the enormous cat’s broad muscular back and with a shout, the two brave fighters charged off into the forest toward Castle Grayskull.

hm bc.jpg
Image Source: Bustatoons Blog

Meanwhile, on a rocky bluff overlooking Castle Grayskull, Skeletor and his wicked followers, Evil-Lyn, Beast Man and Tri-Klops gazed down at the view below. It was dusk and the setting Eternian sun cast strange twisted shadows as its last remaining rays filtered down through the ancient pines.

cardback_triklops
Image courtesy of Jukka Issakainen

Far below Skeletor and his friends, rested Castle Grayskull. In the dim, half-light of sunset, the Castle glowed with an eerie green light that seemed to radiate from within the moss-covered stone walls. The eye-like windows of the skull faced castle stared out menacingly as if to warn any would be intruders to stay far away.

A shroud of swirling fog was settling over the castle now. It wrapped its misty fingers around the castle towers and spiraled towards the damp earth. The castle’s entrance, the huge tooth-lined mouth of the skull, was sealed shut. Like the mouth of a long dead man, it knew many secrets but would speak none of them. Small leathery bats flapped their way out of the cracks in the castle walls and darted madly across the blackening sky. It was a sight that would fill most people with fear and disgust. But it had just the opposite effect on Skeletor. The castle’s bony exterior mirrored his own skull face, and he gazed on admiration.

cg

Skeletor: Isn’t it beautiful? What a lovely sight. And to think, soon Castle Grayskull will be mine, all mine! Once I am inside the castle I will find the secret of Castle Grayskull, and the wisdom of the elders of this miserable planet will belong to me. Ha ha ha ha ha ha ha. Of course, there is the small matter of the unavoidable fight between He-Man and me. But that is of little consequence. His puny power will prove to be no match for the power of evil I posses. By the time the sun sets another day, I, Skeletor, will be the supreme ruler of all Eternia. And Castle Grayskull will be mine! Mine! Mine!

End side one.

It is dawn on Eternia. As the morning sun creeps up above the craggy mystic mountains, it spills its warm life-giving light onto the dark and foggy valleys below. Small furry creatures stir in their holes. High in the pine trees creep birds stretch their stiff feathered wings while other birds, night predators, return home to their lairs in caves and hollow trees. Even the myriad strange plants that line the forest floor respond to the sun in a ballet of movement too slow to be seen by any eye. They unfurl tender new leaves and twist their faces toward the warmth of the rising sun.

But, this morning, the peace and tranquility of the forest is shattered by a strange intruder. It is He-Man and Battle Cat. All through the long night they’ve raced on toward castle Grayskull determined to reach the castle before Skeletor can begin his attempt to enter the fortress. Battle Cat is fast as the wind, but can they reach the castle in time?

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Nearby, at Skeletor’s campsite, everyone is still sleeping. Everyone, that is, except Panthor, Skeletor’s mammoth black cat. Perhaps it is a scent carried along the wind, or the sound of the rustling bushes that has awakened the cat’s senses. The gigantic animal is anxious and paws at the ground nervously. He smells danger. Soon Skeletor opens his wicked eyes with a start and looks around.

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Image source: He-Man.org

Skeletor: What is wrong, my good friend Panthor? Do you smell or hear something that we cannot sense yet? Up, up you lazy creatures! I have a feeling He-Man is drawing near. We must not let him catch us unprepared.

Soon, Tri-Klops, Beast Man and Evil-Lyn were awake and preparing themselves for battle. As they donned their armor, Skeletor gazed down on Castle Grayskull. Even the gleaming light of the morning sun could not erase the dark and foreboding shadows that clung to the castle walls. In the bright sunlight, Skeletor could appreciate the immense size of Castle Grayskull. Its towers reached skyward and the mammoth stones around its base dwarfed even the huge trees of the forest.

From deep within the castle walls Skeletor thought he could hear a sound, softly at first, but growing slowly louder. It was a voice. No, not one voice but rather a chorus of voices speaking as one. The voices sounded anxious as if they sensed that something dark and horrible was waiting outside the castle walls. The sound grew louder until it reverberated thru the valley and rang with a fury in Skeletor’s ears.

“I know that sound,” whispered Skeletor in a low and raspy voice. “It is the voice of the Council of Elders, keepers of the wisdom and power. Of course they are nervous. They know I am nearby and that soon all that they possess will belong to me. So sing, fools, sing! This is the day I have dreamed of all my life. By sunset, I will be the master of Castle Grayskull.”

05
Image source: He-Man.org

Skeletor and his friends made their way down the side of the rocky cliff toward the castle. The approach to the castle was hard. The path was old and clogged with thorny vines and bushes. Skeletor slashed at the underbrush with his sword and hacked his way onward.

Soon they reached the entrance to Castle Grayskull. They all gathered around the raised drawbridge which was caked and crusty with age, and gazed up toward the parapets high above. The fortress seemed impenetrable.

Skeletor: I have not come this far only to be stopped by a wall of stone. We must find a way inside this blasted castle.

“Perhaps I can be of some small assistance, your royal wickedness,” intoned Evil-Lyn in her raspy bird-like voice. “I too have many powers. Watch as I demonstrate my amazing skills.”

Her bird-like eyes grew wild with excitement. “Yar!” She closed the cape overhead and grumbled a strange, unintelligible chant. A pale green mist began to form about her. Soon she was glowing with a putrid light. A foul odor filled the air. When the fetid smoke cleared, Evil-Lyn was gone. In her place scratching at the ground was a hideous vulture. It was Screeech, the alter ego of Evil-Lyn.

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The filthy bird had a plan. She would fly up to the top of the castle and see if she could gain entrance through one of the eye socket windows. With a dreadful screeching sound, the repulsive bird flapped its feathered wings and lurched skyward.

He-Man: Look, Battle Cat, do you see what I see? There by the castle tower. That ugly black bird is circling the parapet trying to get inside. By the power of Zodac, I’m sure that is Evil-Lyn, a companion of Skeletor. We must hurry. I just hope we are not too late to save the castle from this foul intruder.

He-Man and Battle Cat charged onward thru the tall bushes. The giant cat leaped high in the air, covering enormous distance with a single bound. Soon He-Man and Battle Cat arrived at a clearing right outside the castle.

He-Man: Unholy heathens! How dare you try and enter Castle Grayskull. Skeletor, you boney coward! Prepare to fight!

Skeletor: Well, well, if it isn’t He-Man, the pure and puny. We have been expecting you, haven’t we my friends? How I have looked forward to this day. Finally, a chance to put your fabled strength to the test.
You may be strong, He-Man, but you will find you are no match for the great Skeletor. You will perish, just as sure as daylight is devoured by the night, time and time again

He-Man: You are eloquent, my fiendish enemy, but you fail to understand the true nature of the universe. While it is true that night time devours the day, it is doubly true that every morning the sun returns to frighten away the cowardly darkness. Just like the darkness of midnight, you are doomed by time and fate, Skeletor. Darkness has no power here. Be gone!

Skeletor: Ha ha ha! We shall soon see who has the power in the universe. Enough talking. I grow impatient with your idle words. It is time to fight.

He-Man: I would prefer not to engage in violence, but I see now that it is the only language you understand. So, we will fight. By the power of Castle Grayskull!

Skeletor jumped up onto the mighty back of Panthor and drew his sharp sword.

Skeletor: To battle, Panthor. The enemy is upon us! Attack! Attack!

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Image source: He-Man.org

Battle Cat roared into action. He reared up on his hind legs and let out a terrifying growl. As the two arch enemies charged across the stony ground toward conflict, He-Man had drawn the sword of power, and it gleamed in the dazzling sunlight. Soon they were upon each other in battle.

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Image source: He-Man.org

The clash and clatter of sword against sword rang out across the battle field. Tri-Klops and Beast Man stood by and watched in awe as the two giants fought furiously. Suddenly, down from the sky flew Screeech. The savage vulture caught He-Man by surprise and in an instant knocked the sword of power from his hand. In a split second He-Man was struck with a bolt of energy from the sword of Skeletor, and he crashed to the ground in a cloud of dust.

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Image Source: Bustatoons Blog

Skeletor: So light always triumphs over darkness does it? We shall soon see about that. You are defeated He-Man. You are powerless without that sword.

He-Man lay on the ground, stunned and silent. Could this really be happening? Could he actually lose the battle to Skeletor? Then he heard the sound. Softly at first, like a ringing in his ears. Whispering voices. But what were they saying?

Council of Elders: Vortex! Vortex!

On the verge of unconsciousness, He-Man strained to understand the voices.

Council of Elders: The vortex! The time vortex! Right beside the castle walls. You cannot see it, but it is there. Believe us, believe us! You must trick Skeletor into the vortex. It is your only chance. The vortex, the vortex! Vortex…

He-Man staggered to his feet. He understood now. All across Eternia there are time vortexes. Mostly they are concentrated in the Sands of Time Desert, but here and there all over the planet there are these strange vacuums of empty space. Like tunnels through time, they lead back far into Eternia’s history. Anyone who stumbles into one of these holes in time will tumble backward for endless centuries.

07

He-Man knew now what he must do. Still reeling, he shouted to Skeletor, “I am down, but I am not defeated! If you want me, you will have to catch me!”

Skeletor: With pleasure, He-Man. I love the hunt as much as the kill. Come my friends, join me on Panthor. We will chase the cowardly He-Man for sport! What fun!

Beast Man, Tri-Klops and the vulture Evil-Lyn boarded Panthor, and the monstrous cat charged after He-Man. He-Man darted back and forth, leaping high onto rocks, and behind thick bushes. He was amazingly agile of foot, and soon Panthor was dizzy from the constant turning and spinning. Again He-Man heard the voices.

Council of Elders: Over here! Trick him over here! Into the vortex. But be careful. The vortex will capture you too, if you misjudge the distance. Be brave! Be brave! The entire planet is counting on your skill.

He-Man staggered toward the spot where the vortex swirled invisibly. Once he was sure of the exact location, he stood a few feet in front of it and shouted tauntingly to Skeletor.

He-Man: All right you bag of bones, I’m tired of playing with you. I will tear you limb from limb with my bare hands. I await you! Come to me, you coward!

The threat infuriated Skeletor. He dug his heels deep into the flanks of Panthor and with all his helpers he charged angrily toward He-Man

Skeletor: You die, you fool. You die!

He-Man stood courageously. Behind him he could feel the time vortex swirling into infinity. One false move and he would tumble backward into the past and Skeletor would conquer all of Eternia.

The mammoth black cat was almost upon him now. He could see the wild glow in Skeletor’s eyes. Then, as quickly as a fox, he jumped to one side. Skeletor and his minions were unable to stop or turn. They crashed head first into the vortex.

Skeletor: By all the devils, what is happening?

He-Man looked on in wonder as right before his eyes, Skeletor, Panthor, Evil-Lyn, Tri-Klops and Beast Man began to sparkle in the sunlight. They had fallen into the time vortex. Every molecule of their bodies was spinning madly off course and flickering on and off light a firefly. They were growing invisible.

Skeletor: Help us! Help please! Don’t let us die!

He-Man: You will not die Skeletor. You have been trapped in a time vortex. It will carry you far away from here to another time, far in the past. Perhaps for a while we here on Eternia will be safe from your tyranny. Farewell Skeletor! Farewell!

Skeletor: You may have tricked me this time, but be warned. You have not seen the last of me. I will find my way out of this time trap, and return to challenge you again, He-Man. Of that you may be sure. You have not seen the last of Skeletor. I will have revenge. Revenge! Revenge! Revenge!

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The voice of Skeletor faded away to nothing and he was gone, lost in the swirling infinity of time. But He-Man knew better than to count his enemy out. If anyone could find his way back from the depths of history, it was the evil Skeletor. And if it wasn’t Skeletor, it would be yet another foe. For there is always some selfish soul ready to take up the low road of tyranny. He-Man knew at that moment that the battle would never be truly over. In his heart, he knew that he would struggle all his life against the cowards and bullies who mistake gentleness and concern for weakness and fear. But if there were battles to be fought, he could think of no better cause. It was as old as time itself. All across the infinite universe, thousands of brave men and women were carrying on the struggle against tyranny. He was but one lone soldier in an army of heroes. Together, they were truly Masters of the Universe.

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Masters of the Universe (reprise)

We are the masters of the universe
We are the masters of the universe
The universe, the universe

Lost in space, lost in time
With our mighty power
We will fight, we will win
The victory shall be ours
It shall be ours

We are the masters of the universe
We are the masters of the universe
We are the makers of our destiny
And we will struggle ‘til the universe is free

We are the masters of the universe
We are the masters of the universe
The universe, the universe

Lost in space, lost in time
With our mighty power
We will fight, we will win
The victory shall be ours
It shall be ours

We are the masters of the universe
We are the masters of the universe
We are the masters of the universe
We are the masters of the universe