Attack from Below is the 82nd episode of He-Man and the Masters of the Universe, written by Michael Kirschenbaum and directed by Marsh Lamore. When a race of subterranean people steal Eternia's crops - and Teela - He-Man must journey underground to stop them.


Teela and Orko visit the fields of Agar, the master farmer and congratulate him on behalf of Eternia for his bumper crop. Agar humbly credits the rain, not his own work, and invites his son Garda to ask Orko to do a magic trick. On their way back to the Royal Palace, Teela and Orko decide to pick some corn for dinner. Suddenly, chasms open beneath the crops, swallowing them up into the earth. Teela is also caught in one of these chasms, and lands in an enormous cavern where Belots are collecting the corn they have stolen. When they discover Teela in their realm, they quickly subdue her.

By the time Orko returns to the cornfields with Prince Adam, Man-At-Arms, and Cringer, all of the crops are gone. Adam begins the investigation by transforming himself and Cringer into He-Man and Battle Cat. Orko finds the spot where Teela disappeared, and Battle Cat digs down to find the tunnels below. He-Man advises Man-At-Arms to stay above ground while he joins Battle Cat below.

As He-Man and Battle Cat make their way through the tunnels in spite of the Belots' best efforts, the Belot king Subternius observes from his throne room. Teela, held prisoner by his side, tries to understand why he would steal the corn when her people would gladly share it, but he refuses to hear the lies of "above-grounders." Finally He-Man arrives in the throne room to rescue Teela, but she persuades him to leave in peace and allow her to stay and reason with the Belots. He-Man reluctantly abides by her wishes, and returns to the palace to explain the situation to Man-At-Arms.

Later, Teela tries to understand Subternius's position. He feels he is entitled to steal the surface-dwellers' food simply because the Belots need it, and refuses to believe they would willingly share it. Subternius recalls that, long ago, when the Belots' crops failed, they went to Skeletor for help, but he deceived them. The Belots were enslaved and forced to work in Skeletor's fields until Subternius led a revolt and fled back underground. Ever since, the king has associated all above-grounders with the ones who tricked his people, and has vowed never to trust any of them again. The time has come for him to order an attack that will remove all of Eternia's crops, devastating the surface world's civilization.

Back in the fields, He-Man, Man-At-Arms, Ram Man, and Orko help Agar and the other farmers evacuate to safer ground. Battle Cat warns He-Man of the coming Belot attack, and the Heroic Warriors mobilize for a battle with a Sky Sled and the Dragon Walker. Garda wants to help, but his father and He-Man convince him it's too dangerous. The heroes fend off countless machines built to steal corn, until Duncan discovers that the Belots must have an underground central battery powering all of their machines. He-Man and Battle Cat leave the others to handle the attack while they head below ground to destroy the power source, but Garda secretly sneaks away from his father to follow them.

When He-Man locates the battery, he is confronted by Subternius, with Teela still his prisoner. He-Man shuts down the power source and the entire Belot strike force. However, when Garda makes his presence known to He-Man, Subternius takes the boy hostage and gives the order to flood the Eternian fields. He-Man doesn't see the point in such a move, since destroying the surface-dwellers' crops won't feed the Belots. Subternius reasons that without fields to farm, the Eternians will have no reason to try to enslave the Belots again. This angers Garda, who insists that his father is a farmer, like the king claims to be, and that he would never do the things Subternius is accusing humans of doing. The Belot king finally relents, and realizes that he has allowed his prejudice to blind him to the truth. With the situation defused, He-Man and Battle Cat heads off to stop the floodwater by pushing boulders into its path.

Later, Adam and Teela visit Agar and Garda. The boy has learned not to disobey his father, and Teela is confident that he can one day join the Royal Guard. Agar assures Adam that the farmers will be able to make up for the lost crops, especially now that the Belots have agreed to help them. The one person the farmers don't need help from is Orko, who's been eating more berries than he harvests.


Teela and Orko explain the folly of misjudging an entire group just because of the actions of a few.

Heroic Warriors


Evil Warriors



(Skeletor, Beast Man, and Trap Jaw appear in this episode, but receive no dialogue.)

Orko's Fun Facts

As featured in BCI's He-Man and the Masters of the Universe: Season Two, Vol. 1 DVD boxset (Disc 3)

  • "In the first shot of the fishing scene you can see that Man-At-Arms' hand has not been painted correctly."
  • "What is interesting to note is that during the flashback sequence the audience realize that it is Skeletor and his Evil Warriors that Subternius is referring to, however Teela has no idea whom he is speaking of."
  • "This is the first and probably best appearance of the Dragon Walker. All other appearances would make the vehicle appear to be the slowest land vehicle on Eternia!"
  • "In the script, Man-At-Arms examines one of the Belot machines for weaknesses as Ram Man looks on."
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