The Arena is the 81st episode of He-Man and the Masters of the Universe, written by Warren Greenwood and directed by Ernie Schmidt. During a terrible war between good and evil, a powerful alien intervenes and forces He-Man and Skeletor to fight in place of their armies.


In his workshop at the Royal Palace, Man-At-Arms shows King Randor and Prince Adam that the space probe they launched has brought him into contact with an alien life form, known as Om. Randor opens a dialogue with Om and learns it is of an ancient race that has evolved to a non-corporeal existence. Om is on a mission to study other intelligent life and wishes to visit Eternia to observe the people. Randor welcomes the being and begins preparations for Om's arrival that evening.

Meanwhile, at Snake Mountain, Skeletor has raised an army of goblins, commanded by General Tataran, to help him attack the palace and capture the king and queen. After agreeing upon the terms of payment, Skeletor gives orders to attack after dark.

That night, the people of Eternia receive Om at the palace. Man-At-Arms is unsure about Om's true intentions, and is grateful that Adam has become He-Man just in case he is needed. Om is immediately curious about Orko, whose Trollan nature causes him to stand out among the humans. While Randor is explaining the history of Castle Grayskull to Om, Skeletor's army strikes and the Royal Guard mans their battlestations.

Om moves off to passively observe the epic battle that unfolds before it. When it has seen enough it freezes all of the participants. Om concludes that the conflict is too wasteful and costly to continue. It selects the most powerful representative from each side to resolve the dispute in single combat. He-Man and Skeletor awaken to find themselves teleported to an empty plain where they can settle their differences.

He-Man offers to consider a peaceful resolution, but Skeletor simply attacks. Skeletor's magic proves formidable, but he cannot conjure anything that He-Man can't match with his strength and the Sword of Power. Finally Skeletor creates an insect-like creature to eliminate his foe. As He-Man continually evades the beast, Skeletor berates it and enhances its size and power so it can finish the job. This proves to be his undoing, as he provokes the monster into attacking him. His magic exhausted, Skeletor flees from his own creation but finds himself cornered. In the nick of time, He-Man comes to the aid of his enemy and subdues the beast.

At this Om declares an end to the contest and asks why He-Man did not allow Skeletor to be destroyed. He-Man explains the value he places on all life, even that of his enemies. This convinces Om to restore the two armies, and teleport Skeletor's forces back where they came from. Om tells Randor's forces that their memories of the battle will be erased, and that the compassion they possess is mightier than any weapon or warrior.

After Om leaves for parts unknown, Randor and Marlena commend their heroes for their efforts. Orko boasts about the thrashing he would have given Skeletor if Om had selected him for the contest.


Man-At-Arms explains the importance of compassion for others and the uselessness of fighting.

Heroic Warriors


Evil Warriors



(Stratos and Ram-Man appear in this episode but do not receive 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)

  • "Sadly this episode is Storyboard Artist Warren Greenwood's only script in the entire series. He was the first Storyboard Artist to write a script in the series, and was shortly followed by Robert Lamb and Bob Forward all turning in wonderfully memorable scripts!"
  • "Om is voiced by John Erwin, giving the wise being a very similar voice to that of the Oracle from 'Teela's Quest.'"
  • "This episode features the longest fight sequence the series has ever seen, and wisely does not include all the gimmicky characters, making it feel like a real war."
  • "This episode is very similar to the short story "Arena" by Fredric Brown, first published in 1944."

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The Shadow of Skeletor Production Order Attack from Below

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