He-Man and the Masters of the Universe (1983–1985): Season 1, Episode 5 - She-Demon of Phantos - full transcript

Prince Adam and Man-At-Arms become suspicious of Queen Elmora, ruler of the planet Phantos, source of Photanium, the strongest metal in the galaxy, when they bring back the Photanium to Eternia to make weapons only to find the Photanium is fake. He-Man, Battlecat, Man-At-Arms, Teela, Stratos and Lizard Man returns to Phantos and learns Queen Almora has been possessed by Skeletor. Not only He-Man and his companion battles with Queen Almora and Skeletor, they also fight Skeletor's henchmen Strongarm and Merman. Will He-Man be able to free Queen Almora from Skeletor's spell?

He-Man.

And the Masters of the Universe.

I am Adam, Prince of Eternia.

Defender of the

secrets of Castle Grayskull.

This is Cringer, my fearless friend.

Fabulous secret powers were revealed

to me the day I held aloft

my magic sword and said,

by the power of Grayskull.

I have the power!



Cringer became the

mighty Battle Cat, and I became

He-Man, the most

powerful man in the universe.

Only three others share this secret:

Our friends the Sorceress,

Man-at-Arms, and Orko.

Together we defend Castle Grayskull from,

the evil forces of Skeletor.

Can I come out now?

Queen Elmora,
You've outdone yourself.

The strength of the shields and
weapons made from your Photanium...

are without equal.

Fortunately for me.



It's always a pleasure to make this
trip here to the Moon of Phantos.

and visit Your Highness.

You may take your shipment of
Photanium, Man-At-Arms...

as we have agreed.

Now, leave me.

Queen Elmora, forgive me,
but well, you seem different.

Is something wrong?

Everything is fine.

We should go home now.

King Randor appreciates your kindness
in giving us this fine metal.

With it I'll be able to fashion it into
the strongest defence for Eternia.

Yes, you have outdone yourself, Elmora.

But little do they know,
their shipments of Photanium...

will now be coming to me.

What they are taking with
them is worthless metal ore.

You've had you're way, Skeletor.

Now release my men and leave Phantos.

I don't think you understand, Elmora.
I'm in control here.

Take them to the dungeons and
see they are made uncomfortable.

How dare you!

You'll have to do better than that, Elmora.

The people of Phantos will not
bow to your evil, Skeletor.

You will do my bidding.

I will not!

You will do my bidding!

As you wish, Skeletor.

I dunno what's so great
about that Photanium stuff.

Everything they're made
from keeps breaking.

Are you sure these weapons
are made out of Photanium?

I'm positive. I made them myself from
the ore we brought back from Phantos.

Okay, let's try it again.

I think I'll go clean up my room.

Wait a minute! I'll help you.

I can't understand it.

This sure isn't the same Photanium
metal we tested on Phantos.

Would Elmora try to cheat us?

Well, she did act kinda
strange when we were there.

The Falcon.

We must go to Grayskull.

I have something to talk to Adam
about, would you excuse us, please?

Of course, father.
I'll get some help and clean up this mess.

Let's go.

Queen Elmora and Skeletor
have joined together.

But Queen Elmora has
always been a friend.

She is no longer a friend,
though it is against her will.

How could that happen?

Skeletor has cast a spell over
her and now controls her...

and her planet Phantos.

We've got to help her.

By the power of Grayskull!

I have the power!

Beware of Elmora.
She will not see you as He-Man.

Skeletor will see to that...

though your spirit remains true.

I will heed your warning.

Come, my friends.
We must return to Phantos.

Teela, we are leaving for Phantos.
You will remain with the palace guard.

But can't I go?

Let Prince Adam be in
charge of the guards.

If we can find Adam. Please.

No, there is no time to discuss it.

We're meeting He-Man
and we're already late.

I must go.

To the space portals.

This is the one.

You must leave Phantos.
You are enemies of the realm!

I don't know who you are,
but this is Elmora's realm...

and we have come to help her.

I am Elmora and I have
no need of your help.

Leave, while i still let you!

You, Elmora? This is Skeletor's doing.

Battle Cat!

Your Battle Cat is now my prisoner.

Give up your folly, He-Man.
You can't defeat me.

We're here to protect you, Elmora.

Skeletor has given me all
the protection I need.

Elmora, your magic is
evil now, but we will help you.

We will free you and Phantos
inspite of Skeletor's wickedness.

I thought you fellas
could use a little help.

Teela, you've disobeyed my orders.

But Father.

You shouldn't have
disobeyed, Teela, but thank you.

We'll discuss this later.

Now Battle Cat and Stratos
are Elmora's prisoners.

We've got to find a way to
break Skeletor's spell.

Thats where the metal is refined
and Elmora's castle is just above.

I know a way into Elmora's
castle through the refinery.

Well, let's go.

Not so fast, Teela.
We have to disguise ourselves first.

C'mon.

This way.

Look at that. The slavedrivers push
the workers around with a force field.

I'll put a stop to that.

Patience, He-Man, all in good time.

There's Mer-Man, one of Skeletor's crowd.

Get over there, you lazy lout...

or we'll seal ya in Photanium
body cells like those four.

He-Man! What a prize
you'll make for Skeletor.

He-Man!

Gotcha!

There are just too many of them to
fight, and besides...

I knew you'd want to hear the good news.

I got He-Man.

Good work, how did you do it?

I locked him into a Photanium body cell.

He'll never get out.

See for yourself.

I tried freezing it, heating it,
chipping away at it. Nothing works.

I've exhausted all my tricks too.

Photanium is the strongest
metal in the universe.

Good, good.

The others will be no trouble to
us, with He-Man out of the way.

Well, we better think of something fast.
They know we're here now.

I guess the only thing to do is,
carry He-Man, back to Eternia.

Now here's the plan.

I should have known.
Nothing is stronger than He-Man.

Whats next?

While you and Lizard Man try
to find Battle Cat and Stratos...

Teela and I will make our
way to Elmora's chambers.

Remember, this is the castle of a
demon under the spell of Skeletor.

So beware.

So, they think they can
free, Elmora from my will.

With He-Man out of the way, she's mine!

Aren't you, my beauty?

Never, Skeletor.

My spell over Elmora
seems to be weakening.

No matter.
I'm already in control of Phantos.

Concentrate, Elmora. Find the answer.

See if you can get out of
this one, He-Man.

Your control over my
realm will be short lived.

I'll show you whose realm this is.

Strongarm, Mer-Man, take her.

So you still think
you can defy me?

Your strength is useless, Elmora.

You don't have He-Man to save you now.

As you can see,
your He-Man is permanently enshrined...

in your own Photanium body cell.

Don't be so sure.

You'll have to deal with He-Man after all.

No, you'll have to, my beauty.

Your hatred of me will work in my favor.

Every time you look at
He-Man, you'll see my face...

and you'll think it is me.

Come, you fools!

They said you were tough,
but you're nothing but a big pussy cat.

I think we found them.

You take the one on the right,
I'll take the one on the left.

No problem.

I hate to leave you guys up in the air
like that, but we really got to go.

I can't wait for her to see He-Man
and see what happens once she thinks...

he is you.

She hates me so much she'll tear him apart.

And he probably won't even raise
a finger against her.

Stay behind me.

We no longer know what
to expect from Elmora.

She's still under Skeletor's power.

We're here as friends, Elmora.

I've been waiting for you to
return, Skeletor.

I hate you more, with every breath I take.

Elmora, I don't know what
power Skeletor has over you...

but I am He-Man, your friend.

Not your enemy.

I'm not blind.
I see you, and you are Skeletor.

I must stop you any way I can.

Teela!

So, Skeletor's got you under his power too.

Then I'll fight you both.

I would never be Skeleton's ally.
Can't you see? This is He-Man.

I see only Skeletor.

Listen, Elmora.

You are a queen of magic.

And in magic, you know that what you see,

is what the magician wants you to see.

Come on, we'll take care of them ourselves.

Elmora, your spirit is
stronger than Skeletor's spell.

What evil is this? Two Skeletors?

There is only one
Skeletor, Elmora.

And he is the one.

And together we'll rid ourselves of him.

Elmora, don't be fooled
by Skeletor's spell.

Enough! I'll get you both!

Remove your spell on Elmora!

What? Spoil all my fun?

Now for a little more fun.

There is your enemy, Elmora.

What can I do? Which is He-Man?

Remember your spin magic , Elmora.

My spin magic.

Yes, now I remember.

Only He-Man can break out
of my Photanium chains.

He-man!

And you're the real Skeletor.

Release Queen Elmora from
your spell...

or you'll remain in these chains forever.

He-Man, I can see you.

There will be another day, He-Man!

Phantos is once again under the reign
of our good friend, Queen Elmora.

Long live the alliance
between Eternia and Phantos.

Thank you, He-Man, for helping rid
Phantos from the evil grip of Skeletor.

And Teela, thank you for making
me see the true power of magic.

Peel all those potatoes.

I hope this will teach the captain of
the guard that when an order is given...

the order should be followed.

Queen Elmora was glad I was there.

I don't think I deserve
to be punished for it.

Well if it's any consolation, Teela,
you're not being punished alone.

We're all being punished for
your disobeying your father.

I've... tasted your potatoes before.

I'd like to talk to you for
just a moment about safety.

When we go to the beach
there are lifeguards there

to watch out for our safety.

Crossing guards are in the street
for the same reason: to protect us.

Now things like that are fine,

but we can't count on someone
always being around to protect us.

We should practice thinking
of safety all the time.

So, don't take a chance.

And that's true whether
you're crossing a street...

or driving a car.

Think safety.