She-Demon of Phantos is a first season episode of the animated television series He-Man and the Masters of the Universe, produced in 1983. Written by Ron and Sam Schultz, directed by Gwen Wetzler.


Prince Adam and Man-At-Arms are visiting Phantos, the Dark Moon of the planet Eternia, where they are receiving a load of metal from their ally, Queen Elmora. Unknown to them, Skeletor is also in Elmora's palace, and has taken the people of Phantos hostage in order to force Elmora to bow to his wishes. The villain aims to control the supply of the metal, Photanium, known as the most powerful metal in the universe. When the queen eventually balks at his requests, Skeletor uses his dark magic to possess her, twisting her body into a hideous appearance and allowing him to control her own not-inconsiderable sorcery.

On arriving home to Eternia, Adam and Man-At-Arms become suspicious when the metal they have taken back with them and used to make weapons breaks extremely easily; testing it, they confirm it is fake Photanium. He-Man, Battle Cat, Man-At-Arms, Teela, Stratos and Lizard Man journey to Phantos via a space portal in order to ascertain the truth. Teela has been ordered to stay at the palace, but sneaks after the others anyway. On arrival, they are forced to battle the now possessed Queen Elmora, as well as Skeletor's henchmen, Mer-Man and Strongarm.

The heroes eventually manage to infiltrate Elmora's palace and witness the people of Phantos being forced to mine and work the metal. After being briefly imprisoned in a Photanium body cell by Strongarm, He-Man and the heroes rush to the throne room to save the queen from Skeletor. Elmora is beginning to overcome Skeletor's control, so the villain casts a spell to make he and He-Man look identical. He-Man offers to break free of some Photanium chains placed on him by Elmora to prove his identity. With the queen joinging the heroes, Skeletor is forced to escape with his henchmen. His spell is broken and Elmora returns to her original appearance. Teela is castigated by Man-At-Arms for disobeying the order not to journey to Phantos, but he admits that her aid was very helpful.

The events in this episode presumably take place before Elmora negotiates a treaty with the Bright Moon colony and before she abdicates in favor of her brother King Barbo.


He-Man tells viewers to be cautious, whether or not a public safety official is around.

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