She-Demon of Phantos

Adam and Man-At-Arms are visiting the planet Phantos, where they are receiving a load of metal from their ally, Queen Elmora. Unknown to them, Skeletor is also in Elmora's palace, and has taken the people of Phantos hostage in order to force Elmora to bow to his wishes. The villain aims to control the supply of the metal, Photanium, known as the most powerful metal in the universe. When the queen eventually balks at his requests, Skeletor uses his dark magic to possess her, twisting her body into a hideous appearance and allowing him to control her own not-inconsiderable sorcery.

On arriving home to Eternia, Adam and Man-At-Arms become suspicious when the metal they have taken back with them and used to make weapons breaks extremely easily; testing it, they confirm it is fake Photanium. He-Man, Battle Cat, Man-At-Arms, Teela, Stratos and Lizard Man journey to Phantos via a space portal in order to ascertain the truth. Teela has been ordered to stay at the palace, but sneaks after the others anyway. On arrival, they are forced to battle the now possessed Queen Elmora, as well as Skeletor's henchmen, Mer-Man and Strongarm.

The heroes eventually manage to infiltrate Elmora's palace and witness the people of Phantos being forced to mine and work the metal. After being briefly imprisoned in a Photanium body cell by Strongarm, He-Man and the heroes rush to the throne room to save the queen from Skeletor. Elmora is beginning to overcome Skeletor's control, so the villain casts a spell to make he and He-Man look identical. He-Man offers to break free of some Photanium chains placed on him by Elmora to prove his identity. With the queen joinging the heroes, Skeletor is forced to escape with his henchmen. His spell is broken and Elmora returns to her original appearance. Teela is castigated by Man-At-Arms for disobeying the order not to journey to Phantos, but he admits that her aid was very helpful.

**He-Man**: "I'd like to talk to you for just a moment about safety. When we go to the beach there are lifeguards there to watch out for our safety. Crossing guards are in the street for the same reason: to protect us. Now things like that are fine, but we can't count on someone always being around to protect us. We should practice thinking of safety all the time. So, don't take a chance. And that's true whether you're crossing a street or driving a car. Think safely." (Battle Cat roars)

John Erwin as He-Man/Prince Adam and Strongarm

Alan Oppenheimer as Skeletor, Man-At-Arms, Cringer and Mer-Man

Linda Gary as Teela, the Sorceress and Queen Elmora

Lou Scheimer (credited as Erik Gunden) as Orko, Lizard Man and Slave Driver

Norm Prescott as Stratos

"Your hatred of me will work in my favor. Every time you look at He-Man you will see my face. And you will think it is me!"

― Skeletor

1. Behind the scenes: Script was approved December 15, 1982 and final script revision was done July 13, 1983. The story was loosely based on a Filmation script premise titled "She-Demon of Moon III", in which Queen Elmora had been placed under a curse by Skeletor centuries before. The earliest draft of "She-Demon of Moon III" was written by Marc Richards and featured the heroic warriors 'Bug-Off' and 'Lizard Man' (not the same as the version that appears in the finished version) who were prototypes provided by Mattel that eventually became the action figures Buzz-Off and Whiplash.
2. When Adam and Duncan are sparring, Adam uses a shield to defend himself that is the animation model for the toy shield that came with the original He-Man action figure. This it the only appearance of said shield in the Filmation series. The animation model for Elmora's stocky Phantos guards were designed by Tom Tataranowicz. Although neither Strongarm nor Lizard Man were part of the original Masters of the Universe toy-line, they did receive action figures in Mattycollector's Masters of the Universe Classics line. Strongarm was renamed 'Strong-or' because of copyright reasons and released in 2013, while Lizard Man was part of the 2015 releases. Two of the weapons that Man-At-Arms is seen trying out, the Kcotae Lazer and the Tri-Blade were released as toys in 2018 as part of Super7's line of action figures. They were included with several others that came with a Filmation style action figure of Man-E-Faces.[[1]](#cite_note-1)
3. Continuity: The background plates used for Queen Elmora's throne room would appear again in The Once and Future Duke as part of Count Marzo's Castle and The Witch and the Warrior as the interior of Kothos' stronghold. The animation of He-Man using the Sword of Power to break the Photanium chains that bind Skeletor is reused from the transformation sequence, where he points the sword at Cringer to transform him into Battle Cat. The Travel Corridors room inside Castle Grayskull will be seen again'Dawn of Dragoon, To Save Skeletor and the She-Ra: Princess of Power episode Loo-Kee Lends a Hand. The animation models of the overweight Phantos guards will be reused as the Monster of Moragore's guards in Beauty and the Beast.
4. More continuity: Queen Elmora being turned into a she demon by Skeletor by refusing his requests is a similar punishment by The Prince being turned into a beast by The Enchantress by refusing to take a rose from the beggar woman to exchange shelter from the bitter cold in the prologue of the Disney film _Beauty & The Beast_.
5. Animation errors and goofs: The opening shot is of the planet Eternia, but the story actually starts on the planet Phantos, also called the Moon of Phantos. When the Evil Warriors first reveal themselves from behind a curtain, Strongarm's mechanical arm is on his left whereas his character model states it should be his right arm. It is on the right side in all subsequent scenes he appears in. When Man-At-Arms and Teela are trying out the new Photanium weapons, as Teela says "Okay, lets try it again", the gold strap on the right side of her tunic is flesh color by mistake. When the She-Demon version of Elmora first appears before the Heroic Warriors on Phantos, He-Man is shown addressing her on his own, then in one shot the others are right behind him. After that he is alone again, then the others are shown in silhouette standing behind him and as soon as Elmore disappears, everyone has changed position once again. When the Phantos guard fires his energy weapon at a disguised He-Man, the angle changes to a closer shot, but the background plate remains the same.

On the moon Phantos, Skeletor allies with the local sorceress Sherrif to seize a unique mineral that can power his weapons.

Catalogue source: heman.fandom.com (CC BY-SA 3.0).