Original Airdate: 01/03/04
The Snake Men prepare to awaken Serpos while Prince Adam and Fisto pursue Kobra Khan, sent to the surface as punishment by General Rattlor. Also on the run is Count Marzo, still trapped in his frail dwarf form, and on the run from a bunch of barbarians. He runs into Evil-Lyn, who transforms him back into his full-grown state, but keeps his Amulet on the provision that Marzo help her free Hordak at the Well of Darkness.
Kobra Khan eavesdrops on their plan, and takes word to King Hiss. King Hiss learns of the possible impending return of Hordak from Despondos, and heads off to stop Evil-Lyn and the Count. They are interrupted by the Masters. King Hiss, Rattlor and some soldiers leave the other Snake Men behind and go to the Well of Darkness.
Moss-Man shows up to help while Prince Adam transforms into He-Man and follows after King Hiss. Evil-Lyn and Count Marzo begin the spell to free Hordak. King Hiss takes his men along the River of Fire to stop them, but He-Man and Battle Cat catch up with them and knock them into the River, seemingly destroying them. The Sorceress then prompts He-Man to go to the Well of Darkness to prevent Hordak's return. Evil-Lyn and Marzo almost complete their spell, but He-Man intervenes and stops Hordak from materializing in their realm. Evil-Lyn orders Count Marzo to carry on with the spell until they have success, but he has manages to get his Amulet back and severs his relationship with the witch.
The Masters arrest most of the soldiers of King Hiss's army and destroy their lair. He-Man heads for home having prevented the return of Hordak. King Hiss and Rattlor watch on gleefully, as He-Man has done their job for them. They peel off their burnt skin and revel in the fact that nothing can stop the arising of Serpos.
Synopsis by Dave Newman