Mantenna tells Modulok and Admiral Scurvy of things he overheard at The Debate at Darksmoke. Modulok realizes that Scorpia had never returned after his argument with her. Governor Hordak repeatedly tries to contact Modulok and find out the status of the Horde forces on Eternia. Modulok refuses to answer. . .
The Great Rebellion launches an attack Castle Mysticor. Destructo-Tanks line the two bridges from the cliffs to the castle. Empress Frosta and Sorrowful the Dragon manage to free Queen Castaspella from the roof of the castle. Queen Angella and Princess Glimmer hurl lightning bolts at the Batmeks up above. The Horde tanks prove just too powerful for the land forces. Sea Hawk figures out a final alternative. He allows his photon cutlass to glow red and stands at the end of a bridge. Castaspella looks up and places a hand upon Sea Hawk's back as she takes one last look as Castle Mysticor. . .
Queen Angella and Princess Glimmer notice the Etherian moons growing dark. Their powers weaken as they begin to faint. Peek-a-Blue uses her multi-vision to peer into Horror Hall, expecting to find Shadow Weaver renewing her spell of darkness over the land. Peek-a-Blue sees Shadow Weaver crouched up on the ground, screaming in agony. . .
Hordak completes the construction of the newest weapon in The Horde Arsenal, bearing a close resemblance to the fearsome Magnabeam Transporter of days of old. This new weapon, The Chaos Compiler, is capable of feeding on the mystical energy of anarchy and disorder, rather than mere will-power. A woman opens an enormous dimensional gate. Hordak moves over to allow the woman to get on board The Chaos Compiler. Hordak looks at his newest ally: Evil-Lyn. Hordak and Evil-Lyn ride the new Horde weapon into Eternia. . .accompanied by the most colossal Horde battalion ever seen in one place. The eclipse of the Etherian moons is complete. Queen Angella's feather's fall away one by one. Princess Glimmer faints. Peek-a-Blue gives the information to General Mermista, Acting Leader of The Great Rebellion. Mermista decides it is time to return the favor from the Attack of the Crystal Falls. Castaspella creates a dimensional gate. She gathers a band of some of the greatest warriors of The Great Rebellion to follow her. . .into Eternia.
Using his Dista-Vision, Tri-Klops beholds the arrival of The Chaos Compiler. He runs to tell Skeletor the news. Tri-Klops finds Skeletor slumped over his throne, clutching both his half of the Power Sword and his Havoc Staff. Trap-Jaw and Beast-Man help him up. Kobra Khan appears in the doorway, looking anxious. . .
Scorpia notices the disappearance of Kobra Khan. She also notices the addition of Whiplash, Webstor, Clawful, and Man-E-Faces in the ranks of The Serpentine Army. . .
Modulok and Multi-Bot leave Mantenna tied up to a tree in the Evergreen Forest. They take their battalion of Horde Troopers with them. Admiral Scurvy and Octavia hide behind a large stone and make an urgent call to Horde Prime. Skeletor stammers into the Royal Palace unmasked. Trap-Jaw and Tri-Klops tell the Royal Family that Skeletor does nothing but mutter "The Ray of Living Death. The scales have been tipped. . ." Skeletor pulls out his half of the Power Sword, gives it to He-man, and collapses on top of his Havoc Staff. He-Man and She-Ra decide to take Skeletor to Castle Greyskull. Trap-Jaw and Tri-Klops agree to protect the Queen under Roboto's watchful eye.
Kobra Khan tells King Hiss that the time is drawing very near. . .
Madame Razz and Broom return to Whispering Woods, where their magic is strongest. After days of searching in vain, Kowl solves the puzzle. The three of them journey to Skydancer Mountain.
Fisto, Stratos, and Extendar look over the new republic they have established, and the weapons they created to defend it. . .
Teelina makes a desperate request to The Council of Avatars.
Mekaneck sees the war about to ensue and advises the Queen Marlena to prepare for battle. Wanting so much to preserve peace and seeing no other alternative, Queen Marlena reluctantly follows Mekaneck’s advice. Under Man-at-Arms’ direction, whatever remains of the Crown’s forces march toward the battlefield to meet their former friends, in the Wastelands by Castle Greyskull.
Sorceress Teela stares out at the marching soldiers on the horizon from the lonely window of Greyskull’s turret. She turns and rushes into Greyskull’s Inner Chambers. . .
The episode ends with a view of a vast ocean and a tiny, tropical island in the middle of it. The camera pans across the sand. The audience sees the worn, blue boot of a man looking across the Great Sea.