Fisto's Forest is the 70th episode of He-Man and the Masters of the Universe, written by Douglas Booth and directed by Lou Kachivas. In his first appearance in the series, Fisto tells a boy about how he used to be evil but changed his ways thanks to He-Man.


In a forest somewhere in Eternia, a boy tries to pick a fruit but falls and is cornered by a grazzlor. In the nick of time Fisto arrives to save the boy, who is amazed to meet the hero. Fisto humbly admits he wasn't always the man he is now. The boy doesn't believe it, so Fisto offers to tell the story of his redemption.

A few years earlier, Fisto was a bully who used his power to redirect the river near Yarrow's village. When Yarrow learned of this, he stormed off to confront Fisto.

Meanwhile, Yarrow's daughter Raina went to the Royal Palace to petition King Randor and Queen Marlena for help. She told them how Skeletor used a spell to imprison the village's Elf Lord and give Fisto mastery of the surrounding forest. Randor delegated the matter to Prince Adam, and assigned Teela to help his son and Cringer in resolving the crisis. Orko was dubious, however, that any of the heroes would stand a chance against Fisto.

When Yarrow found the site where Fisto blocked the river, Fisto and his monstrous spider Arakna captured him. As Yarrow cried for help, Adam's team happened to be nearby and rushed to help. To prevent them from interfering, Fisto had Arakna trap Teela and Raina in a sticky web while he began knocking down a tree overhead. Adam and Cringer transformed into He-Man and Battle Cat to save their friends.

In the meantime, Fisto and Arakna escape with Yarrow to their forest hideout where the Elf Lord is being kept for Skeletor. Fisto uses the Skeletor's magic to bring the trees to life to imprison He-Man and the others. Orko's magic proves useless, but Battle Cat quickly digs a tunnel to safety. Fisto taunts the heroes and heads deeper into the forest.

Although they suspected a trap, Teela, Raina, Orko, and Battle Cat pursued Fisto, while He-Man headed to higher ground to scout around. Fisto redirected the path of the river to wash the heroes into a cave, dooming them to drown when the water rose too high around them. However, in his eagerness to trap his enemies, Fisto was himself pinned down by a log, leaving him a victim of his own scheme. Raina managed to squeeze out of the cave, and decided to help Fisto free himself. By the time Raina found He-Man, Fisto had gotten free and realized the error of his ways. He helped set the heroes free and offered to assist in undoing Skeletor's enchantment of the forest.

Heeding Fisto's betrayal, Skeletor contacted Arakna and used his magic to make the spider even more fearsome and powerful. At the same time, Fisto and He-Man cooperated to catapult He-Man over the forest to save Yarrow and the Elf Lord. Arakna tried to stop He-Man, but when he freed the Elf Lord all of Skeletor's magic over the forest was undone.

Just as Fisto is about to finish his story, He-Man walks by to tell the ending himself. He explains to the boy how Fisto atoned for his evil acts and returned the river to normal. Fisto was ultimately pardoned by King Randor.

The boy thanks Fisto for his help, and Fisto offers to lend him a hand anytime. He-Man quips that a hand from Fisto is a pretty big offer.


Teela explains how Fisto's story illustrates why you should treat others as you would want to be treated.

Heroic Warriors


Evil Warriors



  • John Erwin as He-Man/Prince Adam, Raina's grandfather, and the Elf Lord
  • Alan Oppenheimer as Skeletor and Battle Cat/Cringer
  • Linda Gary as Teela, Raina, and the unnamed boy
  • Lou Scheimer (credited as Erik Gunden) as Orko, King Randor, Fisto, and Yarrow

(Queen Marlena appears in this episode, but receives 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 1)

  • "Fisto and Yarrow have a longer heated debate during their first confrontation in the episode. During this scene Fisto calls Yarrow a 'peasant.'"
  • "After He-Man catches the tree, Orko makes reference to the fact that Fisto is 'not as tough as He-Man!'"
  • "The Elf Lord was used in the Season One episode 'The Dragon's Gift' as the Treeprachaun, Tullamore."
  • "Arakna would later appear as the Jawlik in the episode 'Search for a Son.'"
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