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                        Act One
                            
              FADE IN:
              
              INT. - SNAKE MOUNTAIN
              
              The soft red glow of molten lava illuminates Skeletor as 
              he sits on his throne, his face twisted into what quite 
              possibly is the only expression it is capable of 
              producing, an evil grimace.
              
              And yet, there is something thoughtful, pensive, in his 
              eyes and in the careful way he shifts his arm and neck, 
              so that what would be a lip were it not for his complete 
              lack of skin rests on his knuckle.
              
              His throne room is unusually empty and quiet, but still, 
              in his evil vanity, he finds it neccessary to voice his 
              inner thoughts aloud, perhaps in the belief that is his 
              divine right to be heard.
              
                                             SKELETOR
                          Force.
                                (beat)
                          It always comes down to force.  
                          And in matters of force, I know I 
                          am fated to lose.
                                (suddenly very disgusted)
                          His strength, the brute power of 
                          his muscles causes him to outdo me 
                          at every turn.  But there's more 
                          to greatness than muscle!  More to 
                          a man than his strength!  His 
                          right to the title of "most 
                          powerful man in the universe" is 
                          not his own. . . 
              
              A wicked smile slowly appears over Skeletor's face as he 
              comes TO A REALIZATION.
              
                                             SKELETOR
                          For knowledge is power as well.  
                          And knowledge is something that I 
                          possess. . . .
              
              Skeletor rises to his feet and raises his havoc staff.  
              Suddenly, the soft red glow that once illuminated Snake 
              Mountain disappears.
              

                                             SKELETOR
                          Or, at least, something that I 
                          can.
              
              With that, he slams his havoc staff down on the floor.  
              A swirling, firey blaze rises from the ground.  It 
              begins to twist into a human form, though somewhat 
              demonic.  It is APOLLYON.
              
                                             SKELETOR
                          Rise Apollyon and do as I command!
              
                                             APOLLYON
                                (annoyed)
                          Skeletor.
              
                                             SKELETOR
                          Yes.  And I have a job for you.
              
                                             APOLLYON
                                (laughing)
                          You have a job for me?
                                (beat)
                          You have the audacity to believe 
                          you are capable of forcing me to 
                          do your bidding?  I, Apollyon, 
                          demon of knowledge.  I who first 
                          cursed Eternians with knowledge 
                          long ago, who made the world into 
                          what it is today, where the 
                          knowledge of evil has torn this 
                          planet in half.
                                (beat)
                          you dare to command me?
              
                                             SKELETOR
                          Then perhaps you would like to 
                          return to your prison in the 
                          center of the earth?
                                (he raises his havoc staff 
                                once more)
              
                                             APOLLYON
                          Perhaps I would.
              
              Skeletor lowers his staff gently.
              
                                             SKELETOR
                          We both seek the destruction of 
                          Eternia.  We both are forces of 
                          evil.  Why not help me achieve the 
                          goals that we both want to 
                                (More)


              SKELETOR(CONT'D)
                          achieve?
              
                                             APOLLYON
                          I serve The Force of Evil, and 
                          you, Skeletor, are not he.
              
                                             SKELETOR
                          Then, return to your prison!
              
              Skeletor raises his staff to banish Apollyon to the 
              core.  Almost simultaneously Apollyon throws his hand 
              toward Skeletor and a fireball begins to fly out. . .
              
              But it flattens then dissipates as if an invisible wall 
              were stopping it.
              
                                             APOLLYON
                                (desperately)
                          Skeletor, wait!  No!
              
              Once more, Skeletor gently lowers his staff.
              
                                             SKELETOR
                          I thought you might agree to help 
                          me once you found that the bind 
                          placed on your powers ages ago was 
                          still in place.
                                (beat)
                          Help me, and I might free you 
                          completely.
              
                                             APOLLYON
                                (begrudgingly)
                          I will help you.
              
                                             SKELETOR
                          Excellent.  Your knowledge is more 
                          than a match for He-Man's 
                          strength.  I shall pit your powers 
                          against his and in doing so defeat 
                          him once and for all!
                                (laughs maniacally)
              
                                             APOLLYON
                          And how do you propose we do this?
              
                                             SKELETOR
                          Everyone has a weakness.  I need 
                          you to find He-Man's.
              



                                             APOLLYON
                          That, I can do.  I have seen the 
                          source of He-Man's power and I 
                          know that he is not what he seems.  
              
                                             SKELETOR
                          And what do you mean by that?
              
                                             APOLLYON
                          He-Man only has his strength when 
                          he calls upon the power of 
                          Grayskull.  The rest of the time 
                          he exists in another identity, 
                          though I know not who.  Find out 
                          what that identity is and you can 
                          destroy him.
              
                                             SKELETOR
                          Then you can find out who He-Man 
                          is for me?
              
                                             APOLLYON
                          I think I can devise a plan.
              
              INT. - ETERNOS PALACE
              
              PRINCE ADAM is in what appears to be a heated argument 
              with his father, KING RANDOR, who is looming down on his 
              son from the throne in a rather foreboding matter.  
              SEVERAL OTHER MEMBERS OF THE COURT are there as well, 
              though not participating in the conversation.
              
                                             RANDOR
                                (obviously angered)
                          I just don't believe you 
                          understand the weight of the 
                          responsibility that you hold.
                                (sigh)
                          This crown carries with it a great 
                          burden.  When you wear it, the 
                          lives of an entire kingdom will be  
                          in your hands.  Right now, I'm not 
                          sure that anyone's life should be 
                          in your hands!
              
                                             ADAM
                          Look, I know you keep saying I'm a 
                          little immature at times, but-
              
                                             RANDOR
                          Immature, Adam?  Its more than 
                          that!  You don't face up to your 
                                (More)


              RANDOR(CONT'D)
                          problems.  You run in the face of 
                          danger.  You're more concerned 
                          with your own safety than the good 
                          of the kingdom.
                                (beat)
                          You're a coward.
              
                                             ADAM
                          I'm not a coward, father. I just-
              
                                             RANDOR
                          I'm sorry, maybe that was a bit 
                          harsh.  But time and time again, 
                          your actions have-
              
              Randor is cut off by the sound of an EXPLOSION.  
              Suddenly, Apollyon appears in a whisp of flame.
              
              Adam turns to run out of the throne room door.
              
                                             ADAM
                                (to himself)
                          I have to find a safe place to 
                          change into He-Man.
              
              Adam begins running. . . 
              
                                             RANDOR
                                (pleading)
                          Adam, please, help me!  Don't 
                          leave me here!
              
              But before Adam can leave and change into He-Man away 
              from the prodding eyes of the court, all the doors and 
              windows slam shut, completely sealing off the throne 
              room.  Beast-Man and Mer-Man appear in front of the door 
              as well, blocking his exit, even if it were possible.
              
                                             BEAST-MAN
                          Ah, the mighty Prince Adam.
              
                                             MER-MAN
                                (softly, to Beast-Man)
                          Actually, I hear he's kind of a 
                          coward.
              
                                             BEAST-MAN
                          I know, I was being. . . uh
                                (scratches his head)
                          uh. . .
              

                                             ADAM
                          Sarcastic?
              
                                             BEAST-MAN
                          Yes, thank you.
              
                                             MER-MAN
                          Um. . . Beast-Man. . .
              
                                             BEAST-MAN
                          I mean, DIE IN THE NAME OF Lord 
                          Skeletor!
              
              Mer-Man smiles and nods.
              
              Apollyon lifts Randor by the collar with a firey hand.  
              The red light of the flame illuminates Randor's face.  
              He looks uncomfortably hot and scared.
              
                                             ADAM
                          I can't. . .
              
              He takes a step toward his father
              
                                             APOLLYON
                          Prepare to die, King Randor.
              
              Adam's hand begins to reach uneasily for his sword.  It 
              quivers as his palm gets close to the metal.  But he 
              doesn't take hold of it.
              
                                             ADAM
                          I can't. . .
              
                                             RANDOR
                                (still scared)
                          Forget about me!  I know I asked 
                          for your help, but save yourself, 
                          if it is possible.  Someone needs 
                          to rule Eternia after I die.
              
              Adam begins to back away, and just in time.  A regiment 
              of the PALACE GUARD bursts through the throne room 
              doors.
              
                                             GUARD1
                          Yield in the name of King Randor 
                          and Eternia.
              
                                             APOLLYON
                                (faking worry)
                          We must flee.  We are outnumbered.
                                (beat)

                          But be forewarned, we shall 
                          return.
                          
              With that, Apollyon flings Randor into a wall.  Randor 
              collides, head first and crumples to the ground.
              
                                             ADAM
                                (At the top of his lungs)
                          Father!
              
              The boy runs over to his father and cradles the king's 
              head in his arms.  Adam sees the crown lying on the 
              floor next to Randor and picks it up.
              
                                             ADAM
                                (crying)
                          Not mine. . . Not yet.
              
                                                                 FADE TO:
              
              INT. - CASTLE GRAYSKULL
              
              Adam is far more quiet and serious than usual.  As he 
              walks up to the sorceress' throne he doesn't speak a 
              single word.  His face has the look of serenity, or 
              rather, the wisdom that is sometimes acquired through 
              grief.
              
                                             ADAM
                                (powerfully but not excited)
                          Sorceress!
              
                                             SORCERESS
                          Yes, Prince Adam.
              
                                             ADAM
                          My father-
              
                                             SORCERESS
                          I know, dear prince.  I can sense 
                          your sadness.
                                (beat)
                          But he is not dead?
              
                                             ADAM
                          No. . . no he's not.
                                (beat)
                          but it's close.  And its all my 
                          fault.
              
                                             SORCERESS
                          You did everything you could.
              

                                             ADAM
                          No, I didn't.  I could have become 
                          He-Man.  I could have helped him.
              
                                             SORCERESS
                          But you must keep your secret.
              
                                             ADAM
                          But why?  To keep the people I 
                          love safe from harm?  How is 
                          letting my father die going to 
                          keep him safe?
              
                                             SORCERESS
                          And what about yourself?
              
                                             ADAM
                          What about me?
              
                                             SORCERESS
                          If the forces of evil were to 
                          learn your secret-
              
                                             ADAM
                          I'd put my life in danger, I know, 
                          I know.  But I got the powers that 
                          I did to . . . to protect people.  
                          And that's got to be my fist 
                          priority, always.
              
                                             SORCERESS
                          And if your life is lost, then how 
                          will you protect others.  
                                (lovingly, not angrily)
                          You, dear Prince are doubly 
                          important, for you are both the 
                          future ruler of Eternia and its 
                          savior.  There will be times when 
                          the importance of your life 
                          outweighs that of others.
              
                                             ADAM
                          I'm not sure I can accept that.
                                (beat)
                          Not anymore.
              
                                             SORCERESS
                          You may have your doubts, but what 
                          you did was the right thing to do.
              
                                             ADAM
                          Maybe. . . But if it comes down to 
                                (More)


              ADAM(CONT'D)
                          it again, I'm not sure that I'd 
                          keep my secret.
              
              The Sorceress shakes her head.  There is a short pause.
              
                                             ADAM
                          And my father.
              
                                             SORCERESS
                          You said he was not dead?
              
                                             ADAM
                          Yes.
              
                                             SORCERESS
                          Then, fear not.  I will not let 
                          your father die.
              
                                             ADAM
                          Thank you, sorceress.
              
              The Sorceress smiles, tenderly.
              
              INT. - KING'S BEDCHAMBER
              
              The SORCERESS and ADAM stand beside the KING, who is 
              lying in bed unconscious.
              
              MAN-AT-ARMS is by his side, monitoring some sort of 
              equipment that reads the king's vital signs.
              
                                             MAN-AT-ARMS
                          It doesn't look good.  If there's 
                          anything you can do, Sorceress. . 
                          . Please.
              
                                             SORCERESS
                          Worry not.
                                (takes a deep breath)
                          I shall save him.
              
              The Sorceress seems to be using all of her energy.  It 
              is clearly draining her.
              
              She raises her arms above her head, then lowers them to 
              King Randor's.  A soft, white glow emanates from her 
              body and encapsulates the king.
              
              Slowly, his eyes open.  He sees Adam.
              



                                             RANDOR
                          My son, I lo-
              
              He is unable to finish.
              
                                             MAN-AT-ARMS
                          Sire, don't speak.  You must rest.
              
              The Sorceress doesn't seem to be doing to well either.  
              She collapses suddenly in the Arms of the Man-At.
              
                                             ADAM
                          Are you alright?
              
                                             SORCERESS
                          Yes. . . yes.  But your father was 
                          very close to death.  And bridging 
                          the gap between life and death is 
                          a difficult task.  I extended my 
                          reach as far from this plane as I 
                          possibly could.  Any farther and I 
                          am not certain I would have been 
                          able to make it back.
              
                                             ADAM
                          You need to rest.
              
                                             SORCERESS
                          Once I return to GraySkull I will 
                          be alright.  The power of the 
                          castle will - 
              
              The Sorceress blinks and an image of Apollyon quickly 
              flashes through her mind.  She nearly faints.
              
                                             SORCERESS
                                (weakly)
                          Apollyon.
              
                                             ADAM
                          What?  What is it Sorceress?
              
                                             SORCERESS
                          I. . . I sensed Apollyon 
                                (beat)
                          I sense he was here.
              
                                             MAN-AT-ARMS
                          Who is Apollyon?
              
                                             SORCERESS
                          Apollyon is someone, or something 
                                (More)


              SORCERESS(CONT'D)
                          very ancient.
              
                                             ADAM
                          What?  What is he?
              
                                             SORCERESS
                          I do not know.  He as been around 
                          far longer than I.  Far longer 
                          than Castle GraySkull.
                                (pause)
                          Far longer than Eternia.  He is 
                          hate.  He is evil.  He is fire.
              
                                             MAN-AT-ARMS
                          Then he is the one who attacked 
                          the king?
              
                                             SORCERESS
                          It would seem so.
              
                                             ADAM
                          Then, we have to stop him.
              
                                             SORCERESS
                          No, he is far too powerful to be 
                          stopped.  He could destroy you all 
                          , all of Eternia with a thought.
              
                                             ADAM
                          Then, why didn't he?
              
                                             SORCERESS
                          I do not know.
              
              INT. -  SNAKE MOUNTAIN
              
              SKELETOR is once again sitting on his throne, looking 
              evil as usual.
              
              Apollyon, BEAST-MAN, and MER-MAN appear in the usual 
              firey swirl.
              
                                             SKELETOR
                          How is it that you can do that?
              
                                             APOLLYON
                                (smugly)
                          Who, me?
              
                                             SKELETOR
                                (flaunting his power in a 
                                menacing grin)

                          Of course, you.  How can you 
                          transport yourself like that if 
                          your powers have been removed in 
                          this mortal coil?
              
                                             APOLLYON
                          Oh.  That.
                                (beat)
                          That is hardly a significant part 
                          of my powers.  
                                (beat)
                          That particular capability is not 
                          bound in your world.  Only my true 
                          powers were bound.
                                (he grins with a horrifying 
                                evil smile)
                          Only the truly. . . powerful ones.
              
              The look on Apollyon's face is enough to frighten even 
              Skeletor, who's face shows that he might be having 
              second thoughts about enlisting the aid of this ancient 
              evil.
              
              EVIL LYN, however, bursts in and breaks the mood.  She 
              seems unusually suspicious and mean, even for someone 
              with Evil in her name.
              
                                             EVIL LYN
                                I was watching you Apollyon.
              
                                             APOLLYON
                          And?
              
                                             EVIL LYN
                          You nearly killed the king! 
              
                                             APOLLYON
                          That was part of the plan.  But he 
                          will live.  Of that, I can be 
                          certain.
               
                                             EVIL LYN
                          He had better.  He-Man cares about 
                          him.  We know he will show up to 
                          protect him.  He must live if your 
                          plan is to succeed.
                                (beat)
                          However likely that may be.
              
                                             APOLLYON
                          I take it you do not approve?
              

                                             EVIL LYN
                          I do not.
              
                                             APOLLYON
                          And, I suppose you have a better 
                          plan.
              
                                             EVIL LYN
                          I was talking about you.  I don't 
                          approve of you.
              
                                             APOLLYON
                          I see.
                                (beat)
                          You have nothing to fear from me.  
                          We are both on the same side.
              
                                             EVIL LYN
                          For now.
                                (beat)
                          Just remember, Skeletor isn't the 
                          only one who could send you back 
                          to this planet's core.
              
                                             APOLLYON
                                (to himself, with another 
                                evil grin)
                          Don't worry, I will not.
              
              A ball of flame begins to form in Apollyon's hand.  But 
              almost as quickly as it formed, it flickers out.
              
                        Act Two
                            
              INT. - ETERNOS PALACE
              
              TEELA, MAN-AT-ARMS, PRINCE ADAM, and STRATOS are in the 
              throne room on either side of KING RANDOR, who appears 
              to have completely recovered.
              
                                             TEELA
                          Don't worry, Your Highness, if 
                          anyone tries to hurt you, they'll 
                          have to go through me.  I'll guard 
                          you with my life.
              
                                             STRATOS
                          The same goes for me, your 
                          highness.
              
                                             TEELA
                          I still don't see why he's here.
                                (points to Adam)

                          Last time-
              
                                             RANDOR
                          What happened last time I was 
                          attacked is of no importance.  I'm 
                          sure that my son will do the right 
                          thing if it happens again.
                                (beat)
                          Won't you, Adam.
              
                                             ADAM
                                (seems uncertain of what the 
                                right thing is)
                          I. . .I'll try, father.
              
              Stratos' speach is followed by EVIl LAUGHTER from an 
              unseen source.  Like before, Apollyon materializes, 
              again with BEAST-MAN, MER-MAN, and this time, TRAP-JAW 
              as well.
              
                                             APOLLYON
                          If you wish to guard the king with 
                          your life, I would be happy to 
                          take it from you.
              
              A fight scene, with minimal leaping ensues.
              
              
              Beast-Man picks up Stratos and throws him across the 
              room.  He is knocked unconscious.  But Teela and Man at 
              arms prove to be more than a match for Trap-Jaw and Mer-
              Man.
              
              Adam, however, doesn't seem to be doing much fighting.  
              The few times we see him, he seems nervous and confused, 
              debating weather or not to use the Power Sword.
              
              After a time, Teela and man at arms manage to pin Trap-
              Jaw and Mer-Man.  They raise their weapons, to strike 
              the two villains, but Apollyon TRANSPORTS THEM AWAY with 
              a wave of his hand.
              
              The two warriors turn their attention to beast man, but 
              he, to DISAPPEARS in a swirl of flame.
              
              Apollyon turns to face King Randor, but he is still some 
              distance away.
              
                                             APOLLYON
                          And now, Eternians, prepare to see 
                          the death of your king.
              
              A look of confidence appears across Adam's face as he 

              makes a choice, knowing with certainty what he must do.
              
                                             ADAM
                          I can't let you do that.
                                (reaches for his sword)
                          By the power of GraySkull!  
              
                                             HE-MAN
                          I have the power!
              
              Adam transforms into He-Man to the awe of both his 
              father and Teela.  Stratos, however, is still 
              unconscious.
              
                                             RANDOR
                                (with a smile)
                          My boy!
              
                                             APOLLYON
                          That's just what I needed to see!
              
              Apollyon waves his hand once more, transporting himself 
              away.
              
                                             HE-MAN
                          Uh-Oh.
              
              Adam seems quite worried, but neither his father nor 
              Teela seem to share any of his concern.
              
                                             RANDOR
                          Adam, I'm so proud of you.  He-
                          Man!  This is wonderful.
                                (beat)
                          I can't believe it, my son, the 
                          most powerful man in the universe.
              
              Teela grabs He-Man's arm and snuggles up to his 
              shoulder.
              
                                             TEELA
                          Prince Adam, I never knew.
              
                                             HE-MAN
                          You don't know how much I've 
                          wanted to tell you. . . both of 
                          you.
              
                                             TEELA
                                (smiling)
                          And what muscles.
              

                                             RANDOR
                          Son, I want you to know how happy 
                          you've made me.  I know I've told 
                          you I was disappointed with you in 
                          the past.  But this . . .
              
                                             HE-MAN
                          I know.  This changes everything.
              
              Teela, who appears to have just realized how tightly she 
              was holding He-Man's arm stops smiling and looks rather 
              embarrassed.  She releases his arm.
              
                                             TEELA
                          Yes, it does.  I have a new 
                          respect for you, Prince Adam.
              
              INT. - SNAKE MOUNTAIN
              
              Apollyon "flames" in in front of SKELETOR, who seems 
              annoyed by his close proximity.
              
                                             APOLLYON
                          I have done as you asked.
              
                                             SKELETOR
                          Then you know his secret?  You 
                          know who He-Man is.
              
                                             APOLLYON
                          Yes.
              
                                             SKELETOR
                          Then, tell me.  Who is He-Man?
              
                                             APOLLYON
                          I will tell you
                                (beat)
                          But first, you must un-bind my 
                          powers.
              
                                             SKELETOR
                          Tell me first.
              
                                             APOLLYON
                          We had I deal.
                                (beat)
                          I have to make sure you follow 
                          through.
              
                                             SKELETOR
                          Very well, then.
              

              Skeletor slams his havoc staff on the ground, causing 
              yellow electrical energy to flow around Apollyon's body.  
              He raises his staff slightly and the glow of electricity 
              disappears.
              
                                             SKELETOR
                          There, you are freed.
              
                                             APOLLYON
                                (beginning to glow bright 
                                orange)
                          Fool!  Did you really think you 
                          could trust me?  Evil Lyn was 
                          right to believe that we were only 
                          on the same side for a time!
              
                                             SKELETOR
                          But we both both seek the 
                          destruction of Eternia!  We are 
                          both Evil!  We should work 
                          together.
              
                                             APOLLYON
                          Yes, we both seek the destruction 
                          of Eternia, but I seek the 
                          destruction of all.  You may be 
                          evil, but I am a far greater evil.  
                          An evil that you cannot 
                          comprehend.  I desire destruction 
                          and chaos, in any form.  I would 
                          as soon see you writhing in agony 
                          and beaten as I would He-Man.  I 
                          will not work with you.  I could 
                          not work with you.  I am not 
                          capable of that sort of order.  
                          Only disorder.
                                (beat)
                          Now, Skeletor, prepare to die.
              
              Apollyon forms another fireball in his hand and tosses 
              it toward Skeletor.  But. . . 
              
              Like before, the fireball breaks apart, as if it hit a 
              wall.
              
                                             SKELETOR
                          No, Apollyon.  You are the fool.  
                          Did you really think that if you 
                          could not break the bind that 
                          stops your powers from working I 
                          could?  
                                (laughs)
                                (More)


              SKELETOR(CONT'D)
                          I knew I would never be able to 
                          free you from your curse.  In the 
                          end, Apollyon, I am the winner.  
                          I used you!
              
                                             APOLLYON
                                (growling)
                          You!
              
                                             SKELETOR
                          And even if I could have freed 
                          you, I would not.  You see, I know 
                          who and what you are
                                (beat)
                          And I never trusted you.
              
              Before Skeletor can say another word, EVIL LYN quietly 
              steps in behind Apollyon, raises her hand and banishes 
              him to the center of the earth.
              
              Apollyon SCREAMS as he goes up in flames.
              
                                             SKELETOR
                                (Shouting)
                          What have you done, Evil Lyn!
              
                                             EVIL LYN
                          Banished him to the center of the 
                          earth, my lord.
              
                                             SKELETOR
                          Fool!  Now we will never know who 
                          He-Man is!
              
                                             EVIL LYN
                          Ah, patience My Lord.  For, 
                          although Apollyon is gone, we know 
                          that King Randor must have been 
                          present when He-Man made his 
                          transformation.
              
                                             SKELETOR
                                (thinking)
                          Yes. . . Yes.  Capture the king 
                          and He-Man's secret is as good as 
                          ours.
              
              Skeletor lets out one more maniacal laugh, just for the 
              heck of it.
              
              
              INT. - KING'S BEDCHAMBER - NIGHT

              
              The KING is lying asleep in his bed, with QUEEN MARLENA 
              close beside.
              
              Suddenly, the handle on the door to the bedchamber 
              begins to rattle.  EVIL LYN and BEAST-MAN quietly make 
              there way in.
              
              Beast-Man makes his way over to Randor's bed, and begins 
              to lift him out, slowly.
              
              Randor's eyes snap open.  He begins to let out a YELL, 
              but Beast-Man stifles it with his hand.  Queen Marlena 
              begins to stir as well. With closed eyes, she begins to 
              speak.
              
                                             MARLENA
                          My husb. . .
              
                                             EVIL LYN
                          Oh, Beast-Man, why must you do 
                          everything with brute force?
              
              She waves her hand across both Randor's and the Queen's 
              body.
              
                                             EVIL LYN
                                (softly)
                          Sleep.
              
              The two bodies go limp.  Beast-Man throws Randor's body 
              over his shoulder and carries him out.
              
              EXT. - ETERNOS PALACE - DAY
              
              TEELA is training with ADAM, smiling at him dreamily in 
              a way she never has before.
              
                                             TEELA
                          Go easy on me. . . He-Man
              
                                             ADAM
                          I told you not to call me that in 
                          public.
              
              As they get ready to fight (with sticks rather than 
              swords, of course) MARLENA exits the palace and begins 
              to walk toward them.
              
                                             MARLENA
                          Adam, have you seen your father?
              

                                             ADAM
                          No, why?
              
                                             MARLENA
                          I can't find him anywhere.
              
                                             ADAM
                                (looks at Teela)
                          You don't think. . . 
              
                                             TEELA
                          I don't know.
              
                                             ADAM
                          Don't worry mother, I'm sure he's 
                          fine.
                                (beat)
                          Teela, would you come with me?
              
              Adam and Teela begin to run away.
              
                                             MARLENA
                          Adam, wait-
                                (she sees he is too far away 
                                and sighs)
                          oh well, boys will be boys.
              
              EXT. - SOMEWHERE IN SECLUDED IN ETERNOS CITY
              
              MAN-AT-ARMS, TEELA, and ADAM are trying to figure out 
              what to do about the king's disappearance.
              
                                             MAN-AT-ARMS
                          If it is Apollyon, then the king 
                          and Eternia are doomed for sure.
              
                                             ADAM
                          Hm . . .
              
                                             TEELA
                          You heard how powerful he was, 
                          Adam.  The Sorceress said-
              
                                             ADAM
                          I know what the Sorceress said, 
                          but something seems wrong. . . 
                          Maybe I'd better call the 
                          Sorceress.
              
              Adam sends out a telepathic signal and almost 
              immediately, Zoar the falcon appears and transforms into 
              the Sorceress.
              

                                             SORCERESS
                          Adam?  Does Teela -
              
                                             ADAM
                          Yes, she does.  And my father.
              
                                             SORCERESS
                          I believe you have made a very 
                          unwise decision, but we shall 
                          discuss that later.  Why have you 
                          called me?
              
                                             ADAM
                          My father has been kidnapped.
              
                                             SORCERESS
                          By Apollyon?
              
                                             ADAM
                          Probably.  But something is 
                          bothering me.
              
                                             SORCERESS
                          Yes?
              
                                             ADAM
                          If Apollyon is so powerful, why 
                          hasn't he ever used any of his 
                          power?  He's never done anything 
                          at all, except teleport in and 
                          out.  And if he's really as 
                          powerful as you said. . .
              
                                             SORCERESS
                          Apollyon has the power to crush 
                          worlds with a though.  He should 
                          be able to-
                                (beat as a realization comes)
                          Unless. . .
              
                                             MAN-AT-ARMS
                          What is it, Sorceress?
              
                                             SORCERESS
                          His powers were bound in this 
                          plane of existance and he was 
                          banished to the core of Eternia, 
                          long ago.  I assumed that if he 
                          had freed himself from the center, 
                          then he would also be able to free 
                          his powers.
                                (beat)
                                (More)


              SORCERESS(CONT'D)
                          But if someone else were to merely 
                          transport him out of the center-
              
                                             TEELA
                          His powers would be gone!
              
                                             MAN-AT-ARMS
                          But who?  And why?
              
                                             ADAM
                          We already knew he was probably 
                          working with Skeletor.  He would 
                          always show up with one of his 
                          Goons.
              
                                             MAN-AT-ARMS
                          Then, Skeletor must have freed 
                          him.  But why?
              
                                             ADAM
                                (sadly)
                          To learn my secret, probably.  You 
                          saw how he reacted when I 
                          transformed.
              
                                             TEELA
                          Then we have to go to Snake 
                          Mountain to rescue the king!
              
              INT. - SNAKE MOUNTAIN
              
              RANDOR, chained to a wall, looks weak and injured.  
              SKELETOR as obviously been interrogating him quite 
              forcefully.
              
                                             RANDOR
                          I'll never tell you anything, 
                          Skeletor.
              
                                             SKELETOR
                          I think you'll find I can be most 
                          persuasive.
              
              He strikes Randor across the face.
              
                                             RANDOR
                                (breathing heavily)
                          Is that the best you can do?
              
                                             SKELETOR
                          As a matter of fact, no.
              

              He twirls his staff in the air, perhaps in preparation 
              to strike the king, or to cast a spell, but EVIL LYN 
              interrupts with news.
              
                                             EVIL LYN
                          I sense intruders in Snake 
                          Mountain, My Lord.
              
                                             SKELETOR
                                (worried)
                          Is He-Man among them?
              
                                             EVIL LYN
                          No.  I would be able to sense the 
                          power of GraySkull if it were 
                          near.
              
                                             SKELETOR
                          Good.  Because i'm not ready for 
                          him
                                (beat)
                          yet.
              
              INT. - SNAKE MOUNTAIN ENTRANCE
              
              The SORCERESS, ADAM, TEELA, and MAN-AT-ARMS have all 
              come to snake mountain in the hopes of rescuing the 
              king.
              
                                             TEELA
                          I'd say our best bet is to split 
                          up if we want to find King Randor.  
                          Its pretty unlikely that Skeletor 
                          is holding him in the throne room.
              
                                             ADAM
                          Good idea.
              
              INT. - SNAKE MOUNTAIN - KING'S CELLROOM
              
              The four of them split up and begin searching Snake 
              Mountain.  The Sorceress is the first of them to find 
              KING RANDOR.  She is taken aback for a moment at the 
              site of his battered body.
              
                                             SORCERESS
                          King Randor, you are injured.
              
                                             RANDOR
                          I- I'm. . . 
              



                                             SORCERESS
                          Let me heal you.
              
              Again, she repeats the healing process.  This time, she 
              does not nearly collapse, but she does seem winded.
              
                                             RANDOR
                          Are you alright, Sorceress?
              
                                             SORCERESS
                          I will be fine, but I am still 
                          weak even from the last time I 
                          healed you.  Outside of Castle 
                          Grayskull my powers will be 
                          significantly less potent for some 
                          time.
              
              ANGLE ON: SKELETOR, who may have been standing at the 
              entrance to the room where he was holding Randor for an 
              unknown amount of time.
              
                                             SKELETOR
                          Really?
                                (beat)
                          That's quite excellent to know.
              
              With that, a jolt of energy from his Havoc Staff hits 
              the Sorceress square in the chest, surrounding her in a 
              green glow. She falls to her knees.
                          
              INT. - SNAKE MOUNTAIN - SOMEWHERE
              
              PRINCE ADAM has been searching for the king without much 
              success when he receives a telepathic call from the 
              SORCERESS
              
                                             SORCERESS(V.0.)
                          Adam, help me!  I am too weak to 
                          defend against Skeletor outside of 
                          GraySkull.
              
                                             ADAM
                          Well, if we can't bring you to 
                          GraySkull, then we'll just have to 
                          bring GraySkull to you.
                                (beat)
                          By the power of GraySkull!
              
              Transformation sequence ensues
              
                                             HE-MAN
                          I have the power!
              

              INT. - SNAKE MOUNTAIN - KING'S CELLROOM
              
              HE-MAN arrives to see the SORCERESS on her knees, 
              writhing in pain.
              
                                             HE-MAN
                          Sorceress, I am here.  Channel 
                          GraySkull through me!
              
              A beam of light shoots from He-Man to the Sorceress.  
              She begins to struggle, then stands.  The green glow 
              around her from SKELETOR's Havoc Staff breaks.
              
                                             SKELETOR
                          Minions! Attack these fools!
              
              Several of Skeletor's goons show up at the entrance to 
              the room.  A fight begins and 
              
              ALL HELL BREAKS LOOSE (again, with minimal leaping)!
              
              Skeletor and affiliates are all easily defeated by He-
              Man and the Sorceress and Skeletor is forced to teleport 
              them away.
              
              Just afterward, TEELA and MAN-AT-ARMS show up, 
              conveniently late
              
                                             RANDOR
                          Son, seeing you fight as He-Man 
                          has made me so proud.
              
                                             TEELA
                          And made me so. . .impressed.
              
                                             HE-MAN
                          And you have no idea how happy it 
                          makes me to hear you say that.
                                (beat)
                          But having you know my secret has 
                          put you in so much risk. . . I 
                          just. . .
              
                                             SORCERESS
                          Now, do you understand why it was 
                          so important for you to keep that 
                          knowledge secret?
              
                                             HE-MAN
                          Yes, I think I do.  And I wish I 
                          had never let you know.
              

                                             SORCERESS
                          If that is truly your wish, I can 
                          wipe the memories from there 
                          minds.  That is 
                                (she looks at Randor and 
                                Teela)
                          If you will consent.
              
                                             RANDOR
                          As much as it pains me, I will.
              
              There is a short pause.
              
                                             TEELA
                          And I will to.
              
                                             SORCERESS
                          Very well, then.
              
                                             RANDOR
                          Just remember, I'm proud of you, 
                          He-Man.
              
              The sorceress casts a spell, and both Teela and Randor 
              forget the true identity of He-Man.
              
              INT. - CASTLE GRAYSKULL
              
              PRINCE ADAM is back at the castle, with the SORCERESS, 
              having shed the cloak that is He-Man after the battle.
              
                                             ADAM
                          I'm going to miss it.
                                (beat)
                          The pride my father felt for me.  
                          And Teela. . . whatever it was 
                          that she may have begun to feel.
              
                                             SORCERESS
                          But Adam, if they felt that about 
                          you before, there is no reason 
                          that they cannot again.
              
                                             ADAM
                          But they didn't feel that way 
                          about me.  They felt that way 
                          about He-Man.
              
                                             SORCERESS
                          But are not you and He-Man the 
                          same person.
              

                                             ADAM
                          Yes. . . Well. . . no.
                                (beat)
                          Prince Adam is who I am.  He-Man 
                          is what I do.  If they feel 
                          anything, I want them to feel it 
                          about me.  Not about my. . 
                          .disguise.
              
                                             SORCERESS
                          Give them a chance, Adam.
              
              INT. - ETERNOS PALACE
              
              KING RANDOR and QUEEN MARLENA are sitting side by side 
              in their thrones.  The king appears to be in another 
              heated argument with PRINCE ADAM.
              
                                             RANDOR
                          I'm extremely disappointed in you, 
                          son extremely!  For just once in 
                          my life, I would like to be able 
                          to say, "That's my boy" and say it 
                          with pride instead of disgust.  It 
                          it so unreasonable for a father to 
                          want to say that he is proud of 
                          his son?
              
                                             ADAM
                                (disgusted)
                          Fine.  Just. . . fine!
              
              He storms out of the throne room without another word.
              
                                             MARLENA
                          Don't you think you were a bit 
                          hard on him?
              
                                             RANDOR
                          The boy deserves it.
              
                                             MARLENA
                          But to say you were completely 
                          disgusted with him. . .
              
                                             RANDOR
                          I didn't say that!
              
                                             MARLENA
                          So, then, you're not.
              



                                             RANDOR
                          Well, no. . .Of course not.
              
                                             MARLENA
                          Maybe you should let him know 
                          that.
              
                                             RANDOR
                          I wish I could.  Its just that. . 
                          .sometimes. . .he frustrates me so 
                          much.
                                (beat)
                          You know, in all honesty, I really 
                          am proud of him.
                                (beat)
                          I love my son, and I wouldn't want 
                          him to be any different.
                                (beat)
                          I just wish I could tell him that.
              
                                                                 FADE OUT.