City Beneath the Sea is the 51st episode of He-Man and the Masters of the Universe, written by Larry DiTillio and directed by Gwen Wetzler. While searching for ships that mysteriously vanished He-Man and Man-At-Arms are captured by the legendary underwater city of Aquatica, which has come under the control of Mer-Man.


Mysterious whirlpools have been sinking ships and King Randor puts Man-At-Arms in charge of finding their source. Prince Adam, presumably thinking this might be a job for He-Man, convinces his father to let him and Cringer go along as well. After they sail out their ship is drawn into a whirlpool as well, and Adam changes into He-Man to save Man-at-arms from falling debris.

They find themselves swept into an underwater city inhabited by fish-like humanoids. They realize it must be the legendary city of Aquatica, which they find is ruled by Mer-Man. When they try to attack him, he uses the mystical Pearl of Power to restrain them and has the three sent to the arena to fight the gigantic Morbos. He-Man manages to defeat the creature and they flee the arena, but are soon surrounded by guards. They're saved by Shalandor, an Aquatican who knows enough magic to protect himself from the mind control Mer-Man has imposed on the other Aquaticans with the Pearl of Power.

Impressed by He-Man's strength, he thinks he might be able to defeat the monster set by Mer-Man to guard the city's true ruler, Princess Nami. He-Man and Man-At-Arms swim into the cave where she's being kept and are indeed attacked by a giant creature, which He-Man defeats by causing a cave-in. Back in Aquatica they manage to get the Pearl back and the princess restores everyone to normal, but Mer-Man decides to destroy the city with his whirlpool machine. He-Man manages to spin a guard rail on the edges of the city fast enough that it destroys the whirlpool, saving Aquatica.


Man-at-Arms tells viewers to judge people on their behavior, not their appearance.

Heroic Warriors


Evil Warriors



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