The Witch and the Warrior is the 59th episode of He-Man and the Masters of the Universe, written by Paul Dini and directed by Marsh Lamore. The wizard Kothos schemes to steal water from the Fountain of Life, and when he encounters interference from both Teela and Evil-Lyn, they are forced to work together against their common foe.


The wizard Mallek is summoned to the desert city of Aridan to help protect the temple containing the Fountain of Life from the evil wizard Kothos, who is launching increasingly more ferocious attacks to claim the fountain's waters. Mallek manages to banish one of Kothos' demons, but has doubts about how long he will be able to hold out. He contacts the Royal Palace to ask for He-Man's help; Prince Adam transforms and leaves for the city along with Teela, asking Man-At-Arms to stay behind unless he needs backup. Meanwhile, Skeletor has also heard about the Fountain of Life and sends Evil-Lyn and Clawful to the city to steal its waters for his own use.

When He-Man and Teela reach the city, Kothos conjures a sand demon and sends it after the fountain. Evil-Lyn sends Clawful to help keep He-Man busy while she puts Mallek to sleep and sneaks into the temple, but she finds Teela guarding the fountain. He-Man defeats the sand demon by blowing it away, but Clawful grabs hold of his leg and pulls him into an underground cavern. Meanwhile, Evil-Lyn and Teela fight until the temple rips free from its foundation and rises into the air. Kothos, surprised to find them both inside, steals Evil-Lyn's powers with a magic gem and teleports the two women into the desert, where he leaves them to die.

After a short fight, He-Man defeats Clawful by wrapping him up in a stone slab and hurling him all the way back to Snake Mountain. He then meets up with Mallek, who tells him that they need to find the fountain before the city dries up. Man-At-Arms, Orko, and Cringer arrive in the Attak Trak right as they prepare to leave; He-Man transforms Cringer into Battle Cat, and they all set out for Kothos' palace.

Meanwhile, Teela and Evil-Lyn realize that they will have to rely on each other to survive and agree to a truce until they find Kothos. Teela shows Evil-Lyn how to find water in the desert while Evil-Lyn shows Teela how to avoid the vicious beasts that live there, leading both of them to agree that they make a pretty good team. Teela is almost eaten by a Sand Devil while they wander, but Evil-Lyn gets it to drop her by throwing a rock at it. The creature chases Teela up a cliff, where she and Evil-Lyn trigger a rockslide that drives it away and seals off its tunnel. Soon after, they find Kothos' palace and the orks that guard it, and they sneak inside by removing their headdresses and following the orks when they find their master to tell him that the women were "eaten" by the Sand Devil. Evil-Lyn steals Kothos' gem and regains her powers, and He-Man arrives with Mallek, Man-At-Arms, Orko, and Battle Cat as the women find themselves surrounded by orks. Kothos teleports away to steal the fountain's waters while everyone is busy fighting the orks, but Evil-Lyn teleports after him and turns one of his spells against him, transforming him into a sand slug. Debris falls from the ceiling of the temple as Kothos slithers away, knocking Evil-Lyn unconscious.

When Evil-Lyn comes to, Mallek tells her that they used some of the fountain's water to heal her. Teela expects her to try to steal the fountain again, but Evil-Lyn replies, "I've had enough of fountains and you to last a lifetime. If this temple interests Skeletor so much, he can just come and get it...himself!" She then transforms into a ball of fire and flies away, saying "Farewell, partner! Our truce is over!" Mallek is surprised to see her leave without a fight, but Teela says that's probably the closest Evil-Lyn will ever come to saying "thank you."


Teela tells viewers, basically, when life gives you lemons, make lemonade.

Heroic Warriors


Evil Warriors



  • He-Man appears to transform Cringer into Battle Cat right in front of Mallek the Wizard, thereby revealing their secret identities.
  • Evil-Lyn grabs Kothos' crystal with her left hand, but in the next shot is holding it up in her right.
  • The character model for the Sand Devil is reused as The Scarg in Trouble in Trolla.
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