The Cat and the Spider is the 66th episode of He-Man and the Masters of the Universe, written by Larry DiTillio and directed by Gwen Wetzler. Prince Adam and Melaktha discover an ancient relic belonging to the Cat Folk, which turns out to contain a dangerous monster.

This is the first episode to feature Webstor.


During an archaeology expedition, Prince Adam and Melaktha discover the Temple of the Cat, confirming stories of an ancient race of "Cat Folk" on Eternia. However, there is no information about what became of the Cat Folk, and so Melaktha and Adam hope to learn more by studying the temple. Little do they realize they are being watched by one of the Cat Folk, who are not as extinct as they suspect.

As the pair explore the ruins, Melaktha is impressed by the Cat Folk's artistic ability. He is so enthralled by the stone carvings that he walks right into a trap door, and knocked out in the fall. When Adam sees that Melaktha has fallen into a chamber where the walls are closing in, he wastes no time in becoming He-Man to rescue the royal archaeologist.

When Melaktha comes around, he is outside the temple with He-Man, who offers to finish exploring the temple in his place. With his superhuman strength, He-Man has little difficulty defeating the traps throughout the temple. He finds an altar with the Grimalkin statue atop it. After defeating a monster guarding the altar, He-Man retrieves the statue and, as Adam, takes it back to Melaktha, who decides to study it at the Royal Palace.

The feline spy witnesses this, and returns to his kingdom to report to King Paw. Upon learning of the theft of the Grimalkin, King Paw angrily summons Kittrina, his most effective (if least reverent) agent, to retrieve the statue.

Webstor Filmation

Back at the palace, Melaktha and Adam show off the statue to Orko, Teela, and Cringer. Melaktha speculates that the artifact might well possess some evil power. This gains the attention of Skeletor, who observes the activity from Snake Mountain. Decciding that any evil power should be his, he summons Webstor to steal the Grimalkin for himself.

That night at the palace, Kittrina easily breaks in to recover the statue, but finds herself evenly matched when Teela answers the alarms. Webstor takes advantage of the struggle to take the statue for himself. Adam and Cringer wake up and become He-Man and Battle Cat, but are too late to stop Webstor from stealing a Wind Raider to make his escape. He-Man whistles for the Talon Fighter so that they can pursue him.

Meanwhile, Kittrina explains her own intrusion to King Randor, Queen Marlena, Orko, and Teela. She explains that she was not stealing the Grimalkin because it already belonged to her people. According to Kittrina, the statue contains a demon that could spell doom for everyone, and Melaktha vouches for her story after doing some research. After communicating with He-Man, Teela and Kittrina decide to go to Snake Mountain themselves.

Before Skeletor can determine how to use the statue for evil purposes, He-Man and Battle Cat arrive to take it from him. Skeletor manages to trap Battle Cat and, with help from Webstor, subdues He-Man. The villains detect Teela and Kittrina approaching in a Wind Raider, and shoot it out of the sky. Teela is stunned in the crash, and so Kittrina has to continue on without her. However, Battle Cat frees himself from his trap and joins up with Kittrina.


Kittrina becomes very enamored with Battle Cat

Back inside Snake Mountain, Kittrina settles her score with Webstor while Battle Cat frees He-Man. However, the heroes are too late to stop Skeletor from freeing the Grimalkin demon. Terrified by a creature too powerful for him to control, Skeletror flees. Grimalkin bursts through the exterior of Snake Mountain as the heroes discuss a way to stop it. Kittrina says that her people's legends say only the power of the storm can stop Grimalkin. He-Man is inspired to start a storm using salt particles in the local rocks. Using the Power Sword, He-Man channels the storm's lightning at the demon, reducing it back to a mere statue.

Back at the palace, Melaktha apologizes for intruding in the Cat Folk's temple. For her part Kittrina apologizes for her race's distrust of humans, which ultimately led to the crisis. Adam hopes that their two peoples can become friends, and invites Kittrina to return soon. Kittrina confesses she has an itch to see "that handsome fellow" Battle Cat again, causing Cringer to blush.


Adam and Kittrina explain how she learned the mistake of misjudging people just because they are different.

Heroic Warriors


Evil Warriors




  • Beginning with this episode the opening is changed slightly to remove Hal Sutherland's credit, which is replaced with a shot of the Sorceress, Man-at-Arms and Orko together. The Sorceress now appears against her throne in Castle Grayskull, as opposed to the the blue background that accompanied the logos.
  • When King Randor is speaking to Kittrina in his throne room, the background behind her is from the Temple of the Cat instead of the Royal Palace for two shots.

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)

  • "King Paw is described in the script as 'Regal, but somewhat comical.'"
  • Shortly after being shocked by Kittrina, King Paw mentions the 'whiskers of Saz', this would be repeated in She-Ra's feline-based episode 'Magicats.'"
  • "The insulting relationship between Skeletor and Webstor was only ever used in this episode."
  • "The room where He-Man is imprisoned and Skeletor examines the Grimlakin statue is actually Negator's prison from 'Game Plan.'"
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