The Shadow of Skeletor is the 80th episode of He-Man and the Masters of the Universe, written by Rowby Goren and directed by Steve Clark. The Heroic Warriors capture one of Skeletor's ships and use it to investigate his attempts to spark a war between the two moons of Eternia.


At the Royal Palace, Teela and Man-E-Faces rehearse a play that Man-E-Faces will be performing later. Prince Adam is impressed by his friend's acting; Ram-Man, on the other hand, is so thoroughly convinced that he mistakes Man-E for a real monster and attacks, destroying the scenery. Both Man-E-Faces and Ram-Man become upset over the misunderstanding and stop speaking to one another.

Later, Orko, Adam, and Cringer are discussing how to patch things up between their friends, when they see a Doom Buster heading straight for a crash landing in the palace. Adam quickly becomes He-Man to act as a human whirlwind to redirect the ship. After He-Man turns back into Adam, he returns with his friends in the Attak-Trak. When they find Beast Man aboard, they immobilize him before he can respond to a transmission from Skeletor. Man-E-Faces impersonates Beast Man and responds so the heroes can learn what the villains are up to.

With Beast Man locked up in the royal prison, Man-At-Arms reactivates the Doom Buster's autopilot to take them to the rendezvous point, and Man-E-Faces perfects a Beast Man disguise so he can learn the next phase of the evil plan. However, tensions between Man-E and Ram-Man continue to build.

The heroes are surprised to find the ship is taking them to Eternia's Moon of Darkness, also called the Dark Moon or Phantos, where a photon blaster cannon is aiming right at them. Adam fears he will have to become He-Man in full view of those who do not know his secret, but at the last second the cannon turns away to destroy mountains on the Bright Moon, near the site of the planetary government of Eternia's moon colony.

While Man-E-Faces remains aboard the Doom Buster to complete Beast Man's rendezvous, the other heroes leave in a shuttle to check on the colony. Professor Orion informs them that the people of the Dark Moon are preparing to declare war on the Bright Moon, in spite of a recent peace treaty signed by Barbo's sister the former Phantos ruler Queen Elmora. Just then Orion receives a transmission from the Dark Moon's King Barbo, blaming Bright Moon for various disasters that have befallen his people and tearing up the treaty of friendship.

Orion shows the heroes the enormous solar mirror his people have constructed for the purpose of reflecting sunlight onto the Dark Moon in return for shipments of Photanium. Realizing that only Skeletor would want to turn the two moons against one another and halt the solar mirror project, Adam and Ram-Man shuttle back to the Dark Moon to negotiate peace.

Meanwhile, the Doom Buster makes a landing on the Dark Moon and Man-E-Faces begins his performance as he is greeted by Evil-Lyn, Trap-Jaw, Mer-Man, and Whiplash. "Beast Man" has arrived just in time for new orders from Skeletor, who accelerates the plan because of Adam's interference.

Back in his jail cell, the real Beast Man summons a wild creature to knock out the power in the prison so he can warn Skeletor about the impostor.

As the Evil Warriors head to the Dark Moon colony, Man-E-Faces gets them to tell him about the sabotage they've committed, and how Evil-Lyn posed as a peasant girl to pin the blame on the Bright Moon colony. Before he can warn his friends, though, Man-E is struck down by Skeletor, who has just arrived on Dark Moon with the real Beast Man. Nearby, Adam and Ram-Man witness the scene, and Ram-Man rashly leaps in to save the friend he has now forgiven. Adam transforms into He-Man to pitch in.

Skeletor orders his troops to keep the heroes busy, while he and Trap-Jaw return to the photon blaster cannon and destroy the Bright Moon. However, He-Man quickly catches up and destroys the cannon before it can harm anyone else.

Later, at the Bright Moon colony, the heroes and King Randor observe as Barbo and Orion renew their peace treaty. Adam is pleased that Ram-Man and Man-E-Faces have also patched things up.


Ram-Man and Man-E-Faces warn the viewers not to say anything they might regret to a friend.

Heroic Warriors 


Evil Warriors


  • John Erwin as He-Man/Prince Adam, Beast Man, Ram-Man, Whiplash, and King Barbo
  • Alan Oppenheimer as Skeletor, Man-At-Arms, Cringer, Mer-Man, and Professor Orion
  • Linda Gary as Teela and Evil-Lyn/"peasant girl"
  • Lou Scheimer (credited as Erik Gunden) as Orko, Trap-Jaw, and Man-E-Faces

(King Randor and the Attak-Trak 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)

  • "This is the second and last appearance of Man-E-Faces. Yet while this is not his origin story this makes extremely good use of his background in acting."
  • "For the first time we actually get to see the villainous Doom-buster, the ship that was referred to in 'Disappearing Act' and 'Double Edged Sword,' but never seen."
  • "When the villains are recounting their acts of destruction, Trap Jaw's arms are swapped around."
  • "Oddly when Ram Man and Man-E-Faces deliver the moral segment, they are located in the underwater cavern used in 'Search for the VHO' and 'City Beneath the Sea.'"

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Disappearing Dragons Production Order The Arena

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