As usual, Skeletor is defeated by He-Man. He throws his helpless enemy into the sea where he is rescued by Mer-Man. The two villains team up and fire on He-Man's flying Battle Ram. They capture Teela in order for Mer-Man use her horse to reach He-Man's home. In spite of Stratos' help, the hero falls off his glider. Mer-Man rushes to the place where He-Man is lying and he manages to grab the power suit from the half-conscious, and now helpless man. In addition, he takes the Battle Ram for himself. After the sea lord is gone, He-Man calls for Battle Cat who carries him to his friend, Man-at-Arms. The two take Man-At-Arms' Wind Raider to search for Teela. They meet Mer-Man on the Battle Ram and an aerial fight ensues. With the help of Stratos, the good guys finally gain the upper hand against their foe.
- Mer-man steals He-Man's power suit, but when He-Man visits Man-at-Arms, he is wearing the suit. Also, Mer-Man stole the suit in order to use its powers, but he never wears it.
- Teela somehow remains Skeletor's prisoner at the end of the story. It is assumed, but not shown, that she is rescued by He-Man and Stratos.
- Teela is shown with her snake armor. This is a mistake, because in that time it is the Goddess who wore that outfit.
- Battle in the Clouds at He-Man.org