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1
00:00:08,300 --> 00:00:09,510
He-Man
2
00:00:09,551 --> 00:00:12,179
And the Masters
of the Universe.
3
00:00:14,223 --> 00:00:15,432
| am Adam,
4
00:00:15,516 --> 00:00:17,935
Prince of Eternia
and defender of the secrets
5
00:00:18,18 --> 00:00:19,561
of Castle Grayskull.
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00:00:19,645 --> 00:00:22,981
This is Cringer,
my fearless friend.
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00:00:24,191 --> 00:00:26,902
Fabulous secret powers
were revealed to me
8
00:00:26,985 --> 00:00:29,29
the day | held aloft
my magic sword
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00:00:29,112 --> 00:00:32,449
and said,
"By the power of Grayskull..."
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00:00:33,867 --> 00:00:35,77
He-Man
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00:00:35,786 --> 00:00:39,581
"...1 have the power!"
12
00:00:47,548 --> 00:00:50,175
Cringer became
the mighty Battle Cat
13
00:00:50,259 --> 00:00:52,553
and | became He-Man,
14
00:00:52,594 --> 00:00:55,472
the most powerful man
in the universe.
15
00:00:58,684 --> 00:01:01,186
Only three others
share this secret,
16
00:01:01,853 --> 00:01:05,941
our friends the Sorceress,
Man-At-Arms and Orko.
17
00:01:06,358 --> 00:01:09,361
Together, we defend
Castle Grayskull
18
00:01:09,403 --> 00:01:11,738
from the evil forces
of Skeletor.
19
00:01:14,992 --> 00:01:16,827
He-Man
20
00:02:00,370 --> 00:02:04,333
Adam, we're never going to
find the City of the Ancient Ones.
21
00:02:05,584 --> 00:02:07,878
Never say never, Orko.
22
00:02:19,14 --> 00:02:22,225
Then we're hardly ever going
to find it, all right?
23
00:02:23,435 --> 00:02:24,853
Whoops!
24
00:02:24,895 --> 00:02:26,772
Be careful
when you say “all right."
25
00:02:32,653 --> 00:02:35,614
Let's move on. According
to what the Sorceress told us,
26
00:02:35,697 --> 00:02:37,157
we should be very near.
27
00:02:40,452 --> 00:02:42,704
Hey, wait for me!
28
00:02:45,874 --> 00:02:49,211
Orko, Man-At-Arms, we're here.
29
00:02:50,212 --> 00:02:53,06
The City of the Ancients!
30
00:02:58,929 --> 00:03:00,514
There's some kind of
power in the air.
31
00:03:01,598 --> 00:03:04,309
| feel it. I'm not sure
it's friendly, either.
32
00:03:06,645 --> 00:03:09,147
The Ancient Ones did have
incredible power, Orko.
33
00:03:09,189 --> 00:03:13,151
Power we must rediscover
and use for the good of all.
34
00:03:13,235 --> 00:03:15,612
Adam, Orko, look out!
35
00:03:25,122 --> 00:03:29,459
The Sorceress said the spirits of the
last rulers might be haunting this place.
36
00:03:29,543 --> 00:03:31,795
You don't
suppose these are...
37
00:03:31,878 --> 00:03:35,799
The evil wizard Demos
and his witch queen, Tyrella.
38
00:03:35,882 --> 00:03:38,593
The last rulers
of the City of the Ancients.
39
00:03:42,97 --> 00:03:43,932
That bird gives
me the creeps.
40
00:03:50,564 --> 00:03:54,526
Ha! My robot bird
has tracked them perfectly.
41
00:03:54,609 --> 00:03:57,195
The power of Demos
will soon be mine.
42
00:03:58,29 --> 00:04:00,532
Where are Beast Man
and Evil-Lyn?
43
00:04:00,574 --> 00:04:03,34
My warriors are never around
when | need them.
44
00:04:05,954 --> 00:04:07,205
Skeletor?
45
00:04:07,289 --> 00:04:08,665
Who are you?
46
00:04:08,749 --> 00:04:09,958
My name is Aran.
47
00:04:10,00 --> 00:04:12,461
And | am Oona.
48
00:04:12,544 --> 00:04:14,04
We have learned much
from your warriors,
49
00:04:14,87 --> 00:04:16,131
now we want to prove
our worth to you.
50
00:04:17,215 --> 00:04:21,178
Let us do your bidding. Whatever
you ask, we shall accomplish.
51
00:04:21,553 --> 00:04:25,474
Indeed. Let's see if
you're worthy to serve me.
52
00:04:35,817 --> 00:04:39,988
Very clever. That was quick
thinking. What else can you do?
53
00:04:44,493 --> 00:04:47,37
Yes, your magic is strong.
54
00:04:47,120 --> 00:04:48,705
No more tests, Skeletor.
55
00:04:49,164 --> 00:04:53,460
Very good, young one.
| like your spirit.
56
00:04:53,543 --> 00:04:56,630
Now kneel
before your master.
57
00:04:56,713 --> 00:04:59,508
Are you sure
this is what we want, Aran?
58
00:04:59,591 --> 00:05:02,677
Yes. Serving Skeletor
will lead to power and glory.
59
00:05:03,512 --> 00:05:05,13
Now do as he says.
60
00:05:08,558 --> 00:05:10,393
It is done.
61
00:05:10,435 --> 00:05:12,979
Your task is to journey
to the City of the Ancients
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00:05:13,63 --> 00:05:16,733
and return with the
power masks of Demos.
63
00:05:17,192 --> 00:05:21,363
But that is impossible. The City of
the Ancients has been lost for centuries.
64
00:05:22,614 --> 00:05:26,785
It was, but Prince Adam
just found it for us.
65
00:05:39,506 --> 00:05:42,968
Well, Adam, do you think any of these relics
contain the secrets we're looking for?
66
00:05:46,137 --> 00:05:48,849
Hey! Get me out of here!
67
00:05:49,182 --> 00:05:51,935
What do you think, Duncan?
Should we leave him in there?
68
00:05:53,61 --> 00:05:54,354
Not a bad idea.
69
00:05:54,437 --> 00:05:56,857
Unless, of course, he
intended to help with dinner
70
00:05:56,940 --> 00:05:59,25
All right, I'll help!
71
00:06:01,695 --> 00:06:04,197
Orko, bring me
that pot of water.
72
00:06:04,281 --> 00:06:06,324
Sure thing, Man-At-Arms.
73
00:06:08,743 --> 00:06:11,955
Orko, can't you ever do
anything like a normal alien?
74
00:06:12,38 --> 00:06:13,81
Be careful.
75
00:06:13,164 --> 00:06:14,791
Don't worry, Man-At-Arms,
I've got it
76
00:06:14,875 --> 00:06:18,44
totally under control...
77
00:06:21,298 --> 00:06:23,633
Totally under control, eh?
78
00:06:23,884 --> 00:06:28,221
Did you see it?
That awful, terrifying face!
79
00:06:28,638 --> 00:06:30,849
The only awful thing
| saw was your magic.
80
00:06:30,932 --> 00:06:35,270
Orko must have triggered some
Ancient power. Try something else.
81
00:06:36,62 --> 00:06:40,817
Pot... Rise in air.
82
00:06:43,111 --> 00:06:44,321
Oh, well.
83
00:06:44,362 --> 00:06:45,614
I've been wrong before.
84
00:06:48,783 --> 00:06:50,869
Help! They're after me!
85
00:06:55,415 --> 00:06:58,209
Heh. | guess Adam was
right after all, eh, Orko?
86
00:06:58,251 --> 00:07:00,170
Oh, just my luck.
87
00:07:02,380 --> 00:07:05,08
Shh! Prince Adam
is right in there.
88
00:07:05,258 --> 00:07:10,221
He doesn't know that the room
he's looking for is right under his feet.
89
00:07:13,642 --> 00:07:15,393
There's the entrance.
90
00:07:15,477 --> 00:07:16,853
Can you lift this, Aran?
91
00:07:16,937 --> 00:07:19,481
If it leads to power,
no task is too great.
92
00:07:28,365 --> 00:07:31,701
Ah! Luminum pronta.
93
00:07:35,372 --> 00:07:36,831
This way.
94
00:07:39,834 --> 00:07:41,252
Let's take a look outside.
95
00:07:41,336 --> 00:07:44,631
| have a strange feeling
that we've got company.
96
00:07:53,181 --> 00:07:55,892
Look! Someone is down there!
97
00:07:58,228 --> 00:08:04,901
| say we drop in on these mystery guests
and see if they're friends or enemies.
98
00:08:04,985 --> 00:08:07,237
| wish you hadn't
said that.
99
00:08:19,499 --> 00:08:23,420
| feel the Ancient Ones.
They call to us.
100
00:08:25,338 --> 00:08:26,756
The masks of power!
101
00:08:29,676 --> 00:08:30,719
They're alive!
102
00:08:34,264 --> 00:08:37,350
Hear that noise? Something's
about to happen, guys.
103
00:08:40,854 --> 00:08:44,941
As soon as we put the masks
on, the power will be ours.
104
00:08:46,234 --> 00:08:48,486
Stop! You don't know
what you're doing.
105
00:08:48,570 --> 00:08:50,488
You must not
put the masks on.
106
00:08:50,530 --> 00:08:53,408
Aran, um,
maybe we shouldn't.
107
00:08:53,491 --> 00:08:55,493
We must seize
the power for Skeletor.
108
00:09:01,207 --> 00:09:02,667
Look! They changed!
109
00:09:02,751 --> 00:09:05,295
Just as the Sorceress warned.
110
00:09:05,378 --> 00:09:06,880
The poor fools
have been possessed
111
00:09:06,921 --> 00:09:10,592
by the spirits of Demos
and his witch queen.
112
00:09:10,675 --> 00:09:15,805
Yes. We are back! And
no one shall stop us again.
113
00:09:18,892 --> 00:09:21,61
Orko, Man-At-Arms, look out!
114
00:09:27,25 --> 00:09:29,694
| think it's time
| made a change of my own.
115
00:09:33,948 --> 00:09:36,534
By the power of Grayskull!
116
00:09:43,750 --> 00:09:46,169
| have the power!
117
00:09:52,759 --> 00:09:56,513
Aha! Another enemy
has come to test us.
118
00:09:58,681 --> 00:10:02,393
But not for long. The
power square will hold him.
119
00:10:03,103 --> 00:10:04,521
We'll see about that.
120
00:10:10,652 --> 00:10:13,822
Enough of this play.
The time has come
121
00:10:13,905 --> 00:10:15,865
to claim
the Sword of the Ancients.
122
00:10:16,199 --> 00:10:18,910
| hate to mention this,
but | think you're trapped.
123
00:10:18,993 --> 00:10:24,82
Correction, mortal,
we have nowhere to go but up.
124
00:10:26,835 --> 00:10:28,378
I'll get 'em, He-Man.
125
00:10:28,461 --> 00:10:29,546
Orko, no!
126
00:10:30,547 --> 00:10:32,215
Stop! | command you.
127
00:10:39,889 --> 00:10:42,392
He-Man, they're getting away.
128
00:10:42,475 --> 00:10:45,436
Don't worry, we'll see
you're kept busy.
129
00:10:49,607 --> 00:10:51,317
Busy indeed.
130
00:10:51,401 --> 00:10:54,821
|, Demos, command Aru,
131
00:10:54,904 --> 00:10:58,700
the protector
of the masks, to awake.
132
00:10:59,242 --> 00:11:00,785
That doesn't sound
very encouraging.
133
00:11:02,370 --> 00:11:04,289
That sounds
even worse.
134
00:11:13,673 --> 00:11:16,342
Orko, you'd better
float out of here.
135
00:11:17,719 --> 00:11:20,930
| can't. That blast must have
knocked out my powers.
136
00:11:22,891 --> 00:11:24,184
Orko!
137
00:11:26,603 --> 00:11:29,105
He-Man, thank you!
138
00:11:29,439 --> 00:11:31,941
I'm always happy
to give you a hand,
139
00:11:32,25 --> 00:11:33,401
or get you out of one.
140
00:11:35,195 --> 00:11:39,240
Orko, you've got to get the
rope and drop the rest of us a line.
141
00:11:46,247 --> 00:11:50,376
| better get back before that
oversized beastie makes He-Man mad.
142
00:11:52,253 --> 00:11:54,422
He-Man, he's got me.
143
00:11:54,797 --> 00:11:56,841
Want to arm wrestle?
144
00:12:00,178 --> 00:12:01,638
Huh?
145
00:12:07,852 --> 00:12:09,187
I'm coming, guys!
146
00:12:13,691 --> 00:12:15,443
Oh, no.
It's too short.
147
00:12:15,693 --> 00:12:17,779
I'd say we have a problem.
148
00:12:17,862 --> 00:12:19,155
A big one.
149
00:12:34,420 --> 00:12:36,464
Duncan, up the wall, quick!
150
00:12:39,384 --> 00:12:40,843
You don't
have to say that again.
151
00:12:48,351 --> 00:12:52,563
Sorry we can't stay and play,
but it's past your bedtime.
152
00:12:52,814 --> 00:12:53,856
He-Man
153
00:13:03,32 --> 00:13:06,577
| hope the Sorceress can tell us
where Demos and Tyrella have gone.
154
00:13:06,661 --> 00:13:09,330
And why they've come
back to life.
155
00:13:09,414 --> 00:13:10,748
Castle Grayskull!
156
00:13:13,418 --> 00:13:17,755
Demos and Tyrella seek the Sword of
the Ancients and they must be stopped.
157
00:13:19,340 --> 00:13:22,135
| thought that sword
was only a legend.
158
00:13:22,218 --> 00:13:26,222
Demos and Tyrella were only
legends themselves, until today.
159
00:13:29,225 --> 00:13:30,893
Many centuries ago,
160
00:13:30,977 --> 00:13:34,981
the Sword of the Ancients was
thrust into a boulder of pure quartz.
161
00:13:35,273 --> 00:13:37,317
Deep beneath
Snake Mountain itself.
162
00:13:38,26 --> 00:13:40,611
That is where you will find
Demos and Tyrella.
163
00:13:42,905 --> 00:13:46,659
Skeletor's not going to be too happy
about us dropping in on his headquarters.
164
00:13:46,743 --> 00:13:50,121
Orko, maybe you better stay
here and help defend Grayskull.
165
00:13:50,330 --> 00:13:51,539
Good idea.
166
00:13:51,622 --> 00:13:53,207
If you insist.
167
00:13:53,291 --> 00:13:56,336
Skeletor knows nothing
of the sword's location.
168
00:13:56,586 --> 00:14:00,173
Which is fortunate because
next to your magic sword
169
00:14:00,548 --> 00:14:03,92
it is the most powerful weapon
in Eternia.
170
00:14:03,384 --> 00:14:06,512
Demos and his witch queen
must not succeed.
171
00:14:16,189 --> 00:14:18,858
Snake Mountain.
At last.
172
00:14:19,734 --> 00:14:24,489
The Sword of the Ancients calls from
its hiding place. It will not be long now.
173
00:14:25,73 --> 00:14:29,744
Who dares to enter
the domain of Skeletor?
174
00:14:30,370 --> 00:14:34,123
Who is this Skeletor?
He looks familiar.
175
00:14:34,165 --> 00:14:36,876
It is no matter,
my queen.
176
00:14:36,959 --> 00:14:43,91
Skeletor, | think it is time you showed
better manners to your new masters.
177
00:14:43,174 --> 00:14:45,718
| command you
to bow to us.
178
00:14:46,386 --> 00:14:50,556
| bow to no one.
179
00:14:52,183 --> 00:14:55,436
Is that so? We shall see.
180
00:15:05,405 --> 00:15:09,617
| see you decided
to bow after all.
181
00:15:12,120 --> 00:15:15,706
No one defies Skeletor.
182
00:15:15,790 --> 00:15:17,875
Oh, no?
183
00:15:25,216 --> 00:15:28,970
Let's go. He may be
dangerous once he gets free.
184
00:15:29,303 --> 00:15:31,556
| feel the pull
of the sword.
185
00:15:32,932 --> 00:15:33,975
This way.
186
00:15:37,437 --> 00:15:39,147
Let me out.
187
00:15:43,67 --> 00:15:46,779
There was never a door
there before. What's going on?
188
00:15:52,452 --> 00:15:53,494
He-Man
189
00:15:55,121 --> 00:15:56,289
He-Man!
190
00:15:56,372 --> 00:15:59,292
You look right at home
behind bars, Skeletor.
191
00:15:59,333 --> 00:16:00,376
Let me out.
192
00:16:00,460 --> 00:16:02,795
Looks like
you've had some company.
193
00:16:02,879 --> 00:16:04,05
Tell us where they went.
194
00:16:04,88 --> 00:16:06,424
Why not?
195
00:16:06,466 --> 00:16:11,304
The four of you can battle it
out. But only if you free me.
196
00:16:11,679 --> 00:16:13,556
All right,
where are they?
197
00:16:13,598 --> 00:16:15,683
They went
through that wall.
198
00:16:17,810 --> 00:16:19,187
Now keep your word.
199
00:16:20,313 --> 00:16:23,649
| hate to do this,
but | did give my word.
200
00:16:26,569 --> 00:16:29,864
You'll never get through
that wall, it's 40 feet thick.
201
00:16:30,72 --> 00:16:31,407
Oh, really?
202
00:16:36,954 --> 00:16:39,582
I'll be back, for you!
203
00:16:46,339 --> 00:16:48,341
It has taken us centuries.
204
00:16:48,424 --> 00:16:52,11
But the Sword of the Ancients
shall be ours at last.
205
00:16:52,220 --> 00:16:54,430
Demos, look!
The door!
206
00:16:55,806 --> 00:17:00,770
By the will of the Ancients,
we command thee... Open.
207
00:17:05,316 --> 00:17:06,651
| hope we're not too late.
208
00:17:12,73 --> 00:17:16,410
Whatever Demos and He-Man
seek must have incredible power.
209
00:17:17,328 --> 00:17:21,415
| can wait no longer.
| must have it for myself.
210
00:17:23,459 --> 00:17:26,796
This portal should take me
where | want to go.
211
00:17:31,467 --> 00:17:33,761
Behold!
The sword!
212
00:17:36,97 --> 00:17:38,641
And by the power of Grayskull,
213
00:17:38,724 --> 00:17:40,977
beholding it
is all you're going to do.
214
00:17:43,437 --> 00:17:46,274
| thought we had taken
care of these two.
215
00:17:46,357 --> 00:17:49,694
Well, we'll just have to
take care of them again.
216
00:17:56,617 --> 00:17:59,453
And you shall not
escape either, He-Man.
217
00:18:03,583 --> 00:18:05,751
Uh-oh! That wall looks hungry.
218
00:18:11,382 --> 00:18:14,51
And now for the sword.
219
00:18:19,56 --> 00:18:22,476
Sorry, guys. | think | gave
the wall a stomach ache.
220
00:18:22,560 --> 00:18:23,853
I'll stop you.
221
00:18:38,159 --> 00:18:40,453
Don't worry.
I'll get us down.
222
00:18:40,536 --> 00:18:42,872
Demos, quick!
Take the sword!
223
00:18:49,170 --> 00:18:51,631
He-Man, your sword.
No time now.
224
00:18:51,714 --> 00:18:57,53
|, Demos, claim
the Sword of the Ancients.
225
00:19:04,18 --> 00:19:05,394
No.
226
00:19:08,564 --> 00:19:09,732
Ha-ha!
227
00:19:13,611 --> 00:19:16,530
The sword is moving.
228
00:19:19,75 --> 00:19:20,117
No!
229
00:19:22,119 --> 00:19:24,664
| am the Sword of the
Ancients, and | have awakened
230
00:19:24,747 --> 00:19:28,292
to battle for freedom
and justice once more.
231
00:19:28,376 --> 00:19:31,545
You may have achieved
your quest, He-Man.
232
00:19:31,796 --> 00:19:36,801
But | have your sword. Now | want
the Sword of the Ancients as well.
233
00:19:39,637 --> 00:19:43,724
It was foretold that | would
join with another mighty sword.
234
00:19:43,891 --> 00:19:46,435
And that one
has now appeared.
235
00:19:47,61 --> 00:19:49,105
May the two become one...
236
00:19:51,315 --> 00:19:54,527
And help He-Man
to defend Eternia.
237
00:19:57,863 --> 00:19:59,240
No!
238
00:20:00,700 --> 00:20:02,868
What...
What's happening?
239
00:20:02,952 --> 00:20:06,247
The power of the masks
has been destroyed, Aran.
240
00:20:06,330 --> 00:20:08,207
I'm... I'm me again.
241
00:20:08,290 --> 00:20:13,254
The very power we were looking for
took us over and controlled our spirits.
242
00:20:13,337 --> 00:20:17,800
Exactly. Now you've seen what
it is to serve the forces of evil.
243
00:20:18,175 --> 00:20:19,468
Is that what you want?
244
00:20:19,510 --> 00:20:21,429
| want no part of it.
245
00:20:21,721 --> 00:20:24,98
You're right, Oona.
| made a terrible mistake.
246
00:20:24,181 --> 00:20:26,684
There's no glory
in serving an evil power.
247
00:20:27,17 --> 00:20:28,978
You'll pay for betraying me.
248
00:20:29,145 --> 00:20:33,149
It's you who will be paying,
Skeletor, in prison.
249
00:20:34,442 --> 00:20:36,527
Not this time, He-Man.
250
00:20:41,115 --> 00:20:44,452
Maybe not,
but your time will come.
251
00:20:44,535 --> 00:20:48,164
He-Man, how can we make up
for what we've done?
252
00:20:48,247 --> 00:20:51,542
You've already taken the hardest
step by admitting you were wrong.
253
00:20:51,709 --> 00:20:53,294
That takes a lot of courage.
254
00:20:53,377 --> 00:20:56,338
We'll never serve
the forces of evil again.
255
00:20:56,422 --> 00:20:59,425
It's a long way home.
Come on.
256
00:20:59,759 --> 00:21:02,470
Oh! You mean you'll
take us with you?
257
00:21:02,887 --> 00:21:04,305
Of course!
258
00:21:10,936 --> 00:21:13,814
You're going to like
the bright side.
259
00:21:17,526 --> 00:21:21,447
Funny,
it seems brighter already!
260
00:21:26,202 --> 00:21:27,328
He-Man
261
00:21:28,579 --> 00:21:32,500
All of us make mistakes, and
Oona and Aran made a big one.
262
00:21:33,00 --> 00:21:36,45
But when they realized what they
had done, they didn't lie about it.
263
00:21:36,420 --> 00:21:40,07
They didn't try to cover it
up. Instead, they admitted it.
264
00:21:40,49 --> 00:21:43,677
As He-Man said, admitting
you're wrong takes courage.
265
00:21:43,761 --> 00:21:47,848
But when you do, you've taken the
first big step toward making up for it!
266
00:21:47,932 --> 00:21:50,726
Of course, if you're like me,
you never make a mistake.
267
00:21:51,185 --> 00:21:53,854
Orko!
Guess | better disappear.
268
00:21:55,481 --> 00:21:58,25
Oops!
| think | made a mistake.
18791
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