 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?