City Beneath the Sea

Mysterious whirlpools have been sinking ships and King Randor puts Man-At-Arms in charge of finding their source. Prince Adam, presumably thinking this might be a job for He-Man, convinces his father to let him and Cringer go along as well. After they sail out their ship is drawn into a whirlpool as well, and Adam changes into He-Man to save Man-at-arms from falling debris.

They find themselves swept into an underwater city inhabited by fish-like humanoids. They realize it must be the legendary City of Aquatica, which they find is ruled by Mer-Man. When they try to attack him, he uses the mystical Pearl of Power to restrain them and has the three sent to the arena to fight the gigantic Lorbos. He-Man manages to defeat the creature and they flee the arena, but are soon surrounded by guards. They're saved by Shelandor, an Aquatican who knows enough magic to protect himself from the mind control Mer-Man has imposed on the other Aquaticans with the Pearl of Power.

Impressed by He-Man's strength, he thinks he might be able to defeat the monster set by Mer-Man to guard the city's true ruler, Princess Nami. He-Man and Man-At-Arms swim into the cave where she's being kept and are indeed attacked by a giant creature, which He-Man defeats by causing a cave-in. Back in Aquatica they manage to get the Pearl back and the princess restores everyone to normal, but Mer-Man decides to destroy the city with his Whirlpool Ray. He-Man manages to spin a guard rail on the edges of the city fast enough that it destroys the whirlpool, saving Aquatica.

**Man-At-Arms:** "In today's story, the Aquaticans were afraid to trust us because we looked different from them. Mer-Man talked them into thinking we were their enemies, and it almost caused great harm. You should never judge a person by the way he looks, but rather by the way he behaves." **Orko:** :Because it's what's inside a person that really counts, right?" **Man-At-Arms:** "Orko, you're absolutely right!" **Orko:** "I always am!"

John Erwin as He-Man/Prince Adam and Shelandor

Alan Oppenheimer as Man-At-Arms, Mer-Man and Battle Cat/Cringer

Lou Scheimer (credited as Erik Gunden) as Orko, King Randor, Orn and Aquatican

Erika Scheimer (uncredited) as Princess Nami and giggling palace girls

"Keep Fish-Face company, Battle Cat, I've got to do something about that whirlpool."

― He-Man

1. Behind the scenes: Script was approved May 19, 1983. The story is loosely based on a Filmation script premises titled "Alkaya, City in Glass", in which the evil Masters of the Universe overthrew an undersea kingdom. This episode was storyboarded by Tom Minton.
2. Continuity: Princess Nami's character model was used earlier as Celice in Song of Celice and Mira in Ordeal in the Darklands, albeit with caucasian skin. The underwater cavern backgrounds were previously seen in Search for the VHO and can be spotted again during the moral segment in The Shadow of Skeletor. The two giggling ladies seen at the palace grounds will be seen again in Pawns of the Game Master. The whirlpool animation was previously seen as part of the Crossroads to All Universes in Quest for He-Man and would be used again in Island of Fear.
3. More continuity: Background elements and the glass cage seen in the Coral Caverns are reused from a similar scene in which Teela was held captive by Mer-Man in Search for the VHO.
4. Animation errors and goofs: Man-At-Arm's green gloves are drawn to have fingernails during close-ups. Alan Oppenheimer uses Mer-Man's voice instead of Battle Cat's when Cat says "Nice Job" to Man-At-Arms. Adam laughs at Cringer in He-Man's much deeper voice. He-Man's scabbard appears to be empty during all of his scenes set in the underwater city of Aquatica, except for a couple of brief close-up shots. When Mer-Man is first revealed, the webbing between his right ear disappears for a few frames.

Source: heman.fandom.com (Wiki Grayskull, CC BY-SA 3.0). Catalogue and trivia compiled for heman.org.