Saturday, August 25, 2012

For the Love of Grayskull: Published At Last!

Read the intro.

Read the screenplay.

For the Love of Grayskull - Intro

This is a primer for those who wish to read my He-Man and the Masters of the Universe-based screenplay, For the Love of Grayskull.  I strongly recommend reading this before reading the screenplay itself; a link to the screenplay appears at the bottom (or if you're reading this from the main page of my blog just keep scrolling; it's the entry immediately below).

If you are an adult who, as a child, was a fan of the series during its original run in the mid 1980s, you are the audience at which this screenplay is aimed.  This is not a story for children; this story deals with very adult themes.  If this script were produced into a movie as is, the resulting film would be R-rated, but only just.  The truly R-rated content is used sparingly for dramatic emphasis; it is not the focus of the story.

So, if you're looking for Masters of the Universe porn you'll be disappointed.  There are a few sexual situations but they are not the focus of the story; they don't go into any more detail than necessary to make the required story points.  The story is adult in nature but the adult elements are presented as tastefully as possible, the idea being to show the inner lives of the characters we knew and loved from the cartoon at an adult level while attempting to remain within the boundaries of good taste.

I don't want to give away too much but I should warn you:  if you love these characters, you may be upset by what happens to one of them.  However, I would urge you to keep reading; though the character's experience is horrible and painful, it becomes a catalyst that profoundly changes their life for the better.

I did some extensive research on the Filmation interpretation of He-Man and the Masters of the Universe while writing this; most of the things established in my story are drawn from events that actually happened in episodes.  That being said, I've included some screen caps from a few episodes so you'll get a clearer idea what the characters look like.

There was an episode in the first season called "The Witch and the Warrior" where Teela and Evil-Lyn, the latter stripped of her powers, were stranded in the desert together.  During this episode, we discover that the black thing on Evil-Lyn's head is a helmet, not her hair; she actually has short white hair underneath.  Here are three different screen caps from that episode showing what Evil-Lyn looks like without her helmet; this is important as she spends most of this story without it:

There was a second season episode, "Origin of the Sorceress," which, as the title implies, tells us how The Sorceress of Grayskull came to inherit her position; we learn her name is Teela Na and that she once lived in a quiet village named Nowella.  We're shown what Teela Na looked like as a young woman before she became the Sorceress.  As my story shows the Sorceress without her headdress on several occasions, these pictures show what her natural hair under it looks like:

This screen cap is from the 2002 remake of He-Man and Masters of the Universe.  I tried to stick entirely to screencaps of the Filmation interpretation of the characters but had to make this one exception since this character, Veena Grayskull, the first Sorceress of Grayskull, never appeared in the Filmation cartoon.  Nevertheless, to properly visualize a portion of the story you need to know what she looks like:

There are several points in this story where specific songs are used directly in the film.  Each time such a song is referred to in the screenplay, the text referring to it will be a link to a YouTube video of the music, suitably edited to sound as much like I'd pictured it used in the story as possible and showing screen caps of the screenplay synchronized to the music to try to give you an idea how I pictured the scene.

The last of these videos actually gives you a rough idea of what the final credit sequence would look like.  It utilizes some footage I found on YouTube that, while not exactly what I had in mind, is close enough that it should give you an idea how I pictured these credits appearing.  I included names of the original voice actors (with the exception of Linda Gary who, unfortunately, has passed away) because I had pictured the characters with their original Filmation-era voices.

Those of you who'd rather have a physical screenplay to read are welcome to print this so long as you keep it intact with the title page (with Writers Guild of Canada Registration Number) and dedications.  However, the script on this blog is optimized for screen viewing; it doesn't print very well.  If you'd like a PDF of the screenplay, preserving proper pagination for printing, please email me; I'll be happy to send it to you.

OK, now that the preliminaries are out of the way, click the title to be taken to the script itself:

For the Love of Grayskull!

For the Love of Grayskull

For the Love of Grayskull
Story and Screenplay by
John A. Ardelli
Based on He-Man and the Masters of the Universe created by
Donald F. Glut
Lou Scheimer
Inspired by the Music of
Meat Loaf
Jim Steinman
Registration Number
Writers Guild of Canada


Marie Stewart

And anyone who's ever found love
where they least expected it.

Special Thanks to

Meat Loaf
Jim Steinman

For inspiring this story,
a rock and roll dream come through.

 Script created with Final Draft by Final Draft, Inc.

                               FOR THE LOVE OF GRAYSKULL

               FADE IN:

               EXT. CASTLE GRAYSKULL - DAY

               We sweep towards it gracefully, as carried by the wings of a
               bird; we hear the cry of a falcon.  The castle, which was
               once surrounded by barren wasteland, is now surrounded by
               beautiful lush greenery and the beginnings of trees.  Our
               view swoops in to the top one of the castle's towers.

               When ZOAR the Falcon transforms into The SORCERESS of Castle
               Grayskull, we realize we were seeing from her point of view. 
               She steps up and looks around, surveying the beautiful plant
               life around Grayskull for a moment with a contented smile,
               then she turns and waves her hand toward the floor.

               A chair appears behind a desk with a book open on it; a pen
               rests at the top.

               The Sorceress goes over and sits in the chair.  The page the
               book is open to is blank.  She picks up the pen, gathers her
               thoughts, then starts to write.

                                   SORCERESS (V.O.)
                         The Amulet of Grayskull is like a
                         skeleton key; with it, you can
                         unlock the Power of Grayskull from
                         anywhere in the Universe.  When he
                         found it, Skeletor expected to
                         change the course of Eternian
                         history.  He succeeded... but not
                         in the way he'd hoped...

                                                           DISSOLVE TO:

               EXT. SNAKE MOUNTAIN - NIGHT

               Lightning arcs over the massive snake head; thunder rolls and
               cracks ominously.  Skeletor's ship swoops into view, arcing
               gracefully amid the flashes towards the snake's "mouth."


               EVIL-LYN looks out, watching Skeletor's ship approach;
               watching with her are BEAST MAN, TRAP JAW, TRI-KLOPS and MER

               Skeletor's ship lands gracefully and the hatch opens. 
               SKELETOR steps out, clutching something in his hand.  He
               walks up, then just stands there, looking about as pleased
               with himself as someone without flesh on his face can.

               Evil-Lyn speaks first:

                         Well?  Did you get it?

               Skeletor chuckles.

                         Behold our future!

               He holds his hand up high, loosening his grip enough to allow
               the Amulet to drop into view.  It is a grossly unremarkable
               object, little more than a rope with a rough, ordinary
               looking gray stone hanging from it.

               Tri-Klops blinks; Beast Man sneers.

                         Is this some kind of joke?

                                   BEAST MAN
                         It's nothing but a worthless hunk
                         of rock.

                         You think so?  Look again!

               With that, he thrusts the Amulet towards Tri-Klops and Beast
               Man; before they can react a bolt of energy lances from it.

               FLASH - THE SORCERESS

               grabbing her head, wincing in pain.

               BACK TO SCENE

               The bolt hurls both Beast Man and Tri-Klops with stunning
               force.  They fly all the way across the room to slam brutally
               into the stone wall beyond.  They both drop, unconscious.

               Skeletor laughs heartily.


               She's in her sleepwear (as seen in The Secret of the Sword). 
               She holds her head in pain.


               ZOAR THE FALCON


                         Zoar... oh no... he knows...
                         Skeletor knows...

                                                       END SUPERIMPOSE:

               BACK TO SCENE

               She lets go of her head and woozily tries to get to her feet;
               dizzy, she loses her footing and stumbles over her chair,
               crashing to the floor in a heap.  She lays there for a
               moment, stunned, shakes her head.

               Carefully, she tries again to rise, this time succeeding, but
               it takes her a moment to catch her balance.  She takes a deep
               breath, closes her eyes, presses her fingers to her temples.

                         Prince Adam!

                                                              SMASH TO:


               sitting bolt upright in bed.


               The image of The Sorceress floats before him.

                                   SORCERESS' IMAGE
                         Prince Adam!  He-Man is needed
                         Grayskull at once!  Come quickly!

               The Sorceress' image fades.

               Adam has awoken CRINGER, who sleepily raises his head,
               raising a paw as if to check the time.

                         I wish they made watches for
                         tigers.  What time is it?

                         Time to go to Grayskull, old cat;
                         the Sorceress needs us.

                         At this hour?

                         It must be important; I've never
                         heard her so upset.

               Cringer drops his head to the floor.

                         Adam, I'm exhausted.  I can't make
                         the trip all the way to Grayskull.

               Adam grabs his sword from the scabbard on the wall.

                         You'll feel better in a moment.

                         That's a matter of opinion...

               Adam raises his sword over his head.

                         By the Power of Grayskull!

               His sword flashes with energy.

                                                              SMASH TO:

               EXT. CASTLE GRAYSKULL

               Adam stands on the threshold in front of the jawbridge. 
               Energy snakes down from his sword, envelops him and, in a
               blinding flash, Adam is transformed into HE-MAN.  He takes
               his sword, holding it at both ends, declaring:

                         I have the power!

               He points the sword at Cringer; a bolt of energy lances out

               ...strikes Cringer; he drops his head and transforms into
               BATTLE CAT.  He roars mightily his fatigue forgotten.

               EXT. CASTLE GRAYSKULL

                                   HE-MAN'S VOICE
                         The Amulet of Grayskull?  I thought
                         it was a myth.


               The Sorceress is now dressed in her full outfit.  He-Man and
               Battle Cat stand before her.

                         The Amulet is real, but nothing
                         about it has ever been written in 
                         any Sorceress' journal.

                         I thought every Sorceress was
                         required to record all of her
                         experiences in her journal. 

                         Yes, but the first Sorceress, Veena
                         Grayskull, did not keep one.  Her
                         successor, Nemah Jiro, realized
                         that Veena's mistakes might be
                         repeated if future Sorceresses did
                         not learn from history.  Nemah was
                         the first to keep a journal; every
                         Sorceress since has upheld the

                         I take it Veena was the one who
                         created the Amulet.

                         Yes.  She made it from a small
                         piece of stone taken from the
                         bottom of the Pool of Power. 
                         Wearing it, she could use the full
                         power of Grayskull without having
                         to stay within its walls.

                         Like the Crystal of Allenar?

                         No.  The Crystal of Allenar must be
                         "charged" in the Pool of Power,
                         like a battery, so its power is
                         limited; the Amulet, like your
                         sword and She-Ra's, links directly
                         to the Power of Grayskull itself,
                         but unlike your swords, it allows
                         the use of Grayskull's power for
                         any purpose, good... or evil.

                         Why would she create such a thing?

                         She simply wished to have the
                         freedom to come and go as she
                         pleased, but she did not stop to
                         consider the full consequences of
                         creating such unrestricted access
                         to Grayskull's power.

                         And now Skeletor has it.  We've got
                         to get that Amulet back.

               Battle Cat growls.

                                   BATTLE CAT
                         What are we waiting for?  Let's go!

               He-Man jumps into the saddle.

                         No!  If we fight him directly,
                         he'll use the power.  The Amulet is
                         a link not only to Grayskull's
                         power but to its collective memory
                         as well; every time he uses it,
                         there is a risk he will learn more
                         of Grayskull's secrets.

                         "More of?"

                         Yes.  He has already learned of
                         one:  Zoar the Falcon.

               He-Man's jaw drops.

                         Does he know my secret identity?

                         Not yet.  But he will if we don't
                         stop him now.

                         So we have to get it away from him
                         without tempting him to use it.



                         I have an idea.  We may be able to
                         turn his awareness of Zoar the
                         Falcon to our advantage.

               He-Man raises an eyebrow.

                                                           DISSOLVE TO:

               EXT. CASTLE GRAYSKULL

               Zoar swoops out of a tower window and sweeps across the
               wasteland.  She disappears off into the distance.

                                                           DISSOLVE TO:

               EXT. SNAKE MOUNTAIN

               Zoar swoops towards the mountain.

               Skeletor, at the bottom, is accompanied by Evil-Lyn, Trap
               Jaw, Mer-Man and a slightly woozy Beast Man and Tri-Klops. 
               The others stand to one side, giving Skeletor a wide berth,
               while he directs energy from his fingertips against the base
               of Snake Mountain itself.

               With a massive rumble, the entire mountain slowly begins to
               lift off the ground.  Around Skeletor's neck, glowing with
               power, is the Amulet of Grayskull.  Skeletor doesn't seem to
               be expending any effort at all; his magic lifts the entire
               mountain as if it were a pebble.

               Skeletor violently throws his hands upward.

               Snake Mountain rockets into the sky.

               Skeletor laughs with delight, then throws his hands down.

               Snake Mountain hurtles back down.

               The others cringe, holding up their arms and hands, expecting
               to get crushed by the hundreds of thousands of tons of rock.

               Skeletor enjoys their discomfort for a moment, then calmly
               raises his hands.

               Snake Mountain stops as if caught by a pair of invisible
               hands.  Skeletor slowly lowers his hands, gently setting
               Snake Mountain back in its original place.

               Once the mountain is down, the Amulet stops glowing. 
               Skeletor laughs again, rocking his head back.

                         I have never felt such power!  And
                         this is only the beginning! 
                         Nothing can stop me now!

                         Your overconfidence is your

                         Your lack of faith is yours.

               Just then, Zoar swoops in directly at Skeletor and before
               anyone can react she grasps the Amulet in her talons, tears
               it off Skeletor's neck, and swoops away.

               Skeletor reacts instantly, pointing:

                         The Sorceress!  Stop her!

                         The Sorceress...?

                         The falcon, you fool!  Stop that

               Evil-Lyn raises her hand, firing a bolt of energy.

               It strikes Zoar directly in the chest.  Instantly, while
               still high in the air, Zoar transforms back into the
               Sorceress; she plummets.

               Evil-Lyn's mouth drops open.

               Everyone else can only watch as...

               ...the Sorceress hits the ground almost head first with a
               sickening thud and crunch.  She collapses face down like a
               puppet whose strings were suddenly cut and lays still, the
               Amulet landing next to her.

               Evil-Lyn dashes forward.

               She reaches the Sorceress first; the others gather around.

               She squats down and turns the Sorceress over.

               The Sorceress' eyes are half open, lifeless.  A thin trickle
               of blood drips from the corner of her mouth.

               Evil-Lyn gasps softly, then tentatively reaches for...

               ...the Sorceress' neck; she feels for a pulse.

               It takes Evil-Lyn a moment to find her voice.  Then finally,
               almost a whisper:

                         She's dead.

               Skeletor looks down at the dead Sorceress.

                         Regrettable.  It would have been
                         more satisfying to force her to
                         submit to my will.

               Skeletor turns away without a second thought.

                         No matter.  With the Sorceress
                         dead, Grayskull is vulnerable.  We
                         must go now before this window of
                         opportunity closes.

               Evil-Lyn, pulling her fingers back from the Sorceress' neck,
               loses her strength and drops to her knees.  She never takes
               her gaze off the Sorceress' lifeless eyes.

               Skeletor turns back to her impatiently.

                         Evil-Lyn!  Bring the Amulet!

               She doesn't react.

               Skeletor starts slowly back towards her.


               Then, on Evil-Lyn's face, we see it:  a tear rolling down her

                         What have I done...?

               She slowly reaches out and...

               ...gently closes the Sorceress' eyes.

               Skeletor stops short, his jaw dropping.

               Evil-Lyn looks over at...

               ...the Amulet on the ground near the Sorceress' hand.

               Evil-Lyn reaches, picks up the Amulet, then gently lifts the
               Sorceress' head and puts it around her neck.

               Furious, Skeletor marches forward.

                         What do you think you're doing?!

               He bends down and reaches for the Amulet.  Instantly, Evil
               Lyn's hand grabs his arm, her head whipping around to glare
               at him; her eyes glow ice white.  Skeletor winces at the
               unexpected strength of her grip.  Evil-Lyn speaks slowly in a
               dangerous, guttural growl:

                         Don't touch her.

               With strength that takes Skeletor totally unaware, she hurls
               him violently through the air to land skidding up to the feet
               of the others, who are no less surprised than he.

               Evil-Lyn, the glow in her tear-filled eyes gone, turns back
               to the Sorceress, laying atop her, covering them both with
               her cape.  Then, in a flash, they both vanish.

               Skeletor rises, brushing himself off and checking himself for
               injuries while the others react.

                                   TRAP JAW
                         Who put worms in her helmet?

                                   BEAST MAN
                         Was she... crying...?

               Skeletor stares in fury at the spot where Evil-Lyn and the
               Sorceress vanished.

                         If not, she will be when I get
                         ahold of her.

                         Where did she go?

               He turns back to the others.

                         I'll deal with her later.  We must
                         get to Grayskull.

                         But Evil-Lyn has the Amulet.

                         We won't need it.  The Sorceress is
                         dead; Castle Grayskull will never
                         be more vulnerable than it is right
                         now.  We must seize this
                         opportunity while we can.

               EXT. CASTLE GRAYSKULL

               The castle appears deserted, silent.

               Evil-Lyn and the Sorceress materialize directly across the
               abyss from the jawbridge.

               Slowly, Evil-Lyn lifts herself up, kneeling before the
               Sorceress.  Gently, she rolls her on her back, straightens
               out her legs, takes her hands and folds them across her
               chest.  Then, removing her helmet and bowing her head, Evil
               Lyn whispers softly to herself, hands folded before her.

                                                          PULL BACK TO:


               Evil-Lyn on the Mystic Mirror.

               Standing before the Mirror watching are He-Man, MAN-AT-ARMS,
               TEELA and ORKO; dozens of PALACE GUARDS stand along the
               walls.  Teela steps toward the Mirror for a closer look.

                         What is she doing?

               Evil-Lyn makes a crossing motion across her chest.

               He-Man reacts to this:

                         That's the Sign of the Cross.

                         What's that?

                         It's a tradition of an Earth
                         religion.  Prince Adam told me
                         about it; Queen Marlena still does
                         it from time to time.

                         Why would Evil-Lyn be practicing an
                         Earth tradition?

                         I think the bigger question is: 
                         why did she bring the body back

                                   SORCERESS (O.S.)
                         She is in extraordinary pain.

               Reveal the Sorceress, alive and well on her throne; no one
               seems surprised at this.  The Sorceress takes a deep breath.

                         Evil-Lyn normally keeps her
                         emotions shielded from my mind...
                         but now her guard is down...
                         because her soul is wounded beyond
                         her ability to bear.

               The Sorceress rises and slowly steps down from her throne to
               move closer to the Mirror, her eyes locked on Evil-Lyn who
               continues to kneel before the body, eyes closed, whispering.

               Evil-Lyn's face crumbles, tears streaming down her cheeks. 
               She covers her face with her hands and lowers her head.  She
               sobs deeply.

               No one can credit what they're seeing.

                         It's almost like she's grieving for
                         your death.

                         I believe she is.

                         You'd think she'd be delighted.

               The Sorceress raises her hand towards the Mirror,
               concentrating on Evil-Lyn.

                         The last time I felt pain like this
                         in a person's mind...
                             (to He-Man)
                         ...was when Skeletor tricked you
                         into thinking you'd killed a man.

               He-Man looks up at Evil-Lyn with compassion.

               The Sorceress lowers her hand, her features determined.

                         Bring her inside.

               Teela blinks, staring wide-eyed at the Sorceress.

                         With all due respect... have you
                         completely lost your mind?

                         As Sorceress of Grayskull, one of
                         my primary duties is to comfort
                         those in need; right now, Evil-Lyn
                         is in need... I intend to help her.

                         Are you sure this is wise?

                         Perhaps not.  But it is necessary. 
                         She needs help; I cannot turn my

                         It's a trick.

                         No.  It is not.

                         You're certain?

                         Absolutely certain.

                         Very well.


                         I trust the Sorceress' judgment,
                         Teela.  I'll go out and meet her.
                             (to the Sorceress)
                         But, as a precaution, for the
                         moment I'm not going to reveal that
                         you're alive; I want to hear what
                         she has to say first.

                         Very well.

               EXT. CASTLE GRAYSKULL

               Evil-Lyn still covers her face, head down, sobbing.

               Then, we hear the sound of clinking chains.  She uncovers her
               face, blinking her tear-filled eyes to clear them.  She sees:

               The jawbridge lowering before her.  Sitting on Battle Cat is
               He-Man looking out at her.  He slowly rides out to meet her.

               He-Man looks down at the body, then up at Evil-Lyn.

                         What have you done, witch?

               Evil-Lyn doesn't respond.  Instead, she weakly reaches out
               and removes the Amulet from the Sorceress' neck.

               INT. CASTLE GRAYSKULL

               Everyone sees this on the Mirror.

                         The Amulet...

                         I told you it's a trick!

               She runs for the jawbridge.

                         Teela, no!

               The Sorceress raises her hand.

               She grabs Teela in a magical force beam.

               Teela turns, shocked.

                         What are you doing?!


               The Sorceress points to the Mirror; Teela looks.

               Evil-Lyn, on her feet now, places the Amulet in her hand and
               holds it out to He-Man.  Cautiously, he reaches for it; she
               places it gently in his hand.

               Teela's jaw goes slack.

               EXT. CASTLE GRAYSKULL

               He-Man regards the Amulet, then looks up to Evil-Lyn.

               The moment he makes eye contact, Evil-Lyn's eyes fill up
               again and she lowers her head, unable to look at him.

               He-Man's gaze softens.  He steps off Battle Cat and slowly
               approaches Evil-Lyn, stopping to stand directly before her. 
               He glances down at the body, then back at Evil-Lyn.

                         What happened?

               Evil-Lyn draws a deep, shuddering breath.


               She closes her eyes, forcing fresh tears down her cheeks,
               then she forces herself to meet He-Man's gaze.

                         She grabbed the Amulet from
                         Skeletor while in falcon form.  I
                         only wanted to stun her... but she
                         transformed into Human form while
                         still in mid-air.  Before I could
                         do anything she'd fallen... and...

               Her throat catches.  She looks down.

                         You had the Amulet.  You could've
                         easily defeated Skeletor himself
                         and taken all the power.  Why
                         didn't you?  Why give it to us?

               It takes Evil-Lyn a moment to collect herself.

                         I've never killed anyone.  Never. 
                         I never wanted to hurt anyone... I
                         only wanted the control... the

               Evil-Lyn looks down at her helmet, picks it up, examining it
               through her bleary eyes.

                         And now that I have it... after
                         what I did today... I no longer
                         want it.

               Evil-Lyn scowls at her helmet, then flings it.

               It tumbles through the air, down the bottomless gorge (she
               won't be wearing it again unless otherwise indicated).

               He-Man takes a step closer to her.

                         It was an accident.

               Evil-Lyn looks up at him in disbelief.

                         What difference does that make?  I
                         killed the Sorceress of Grayskull! 
                         You should kill me where I stand.

               Evil-Lyn drops to one knee and lowers her head.  She waits.

               He-Man shakes his head.

                         I'm not going to kill you.

               Evil-Lyn seems to sag a little.

                         What are you going to do with me?

               He-Man looks to the castle, then looks down at the still
               kneeling Evil-Lyn.

                         Follow me.

               Evil-Lyn looks up, watching as He-Man and Battle Cat cross
               the jawbridge.  Halfway across, they stop; He-Man looks back,
               waiting for Evil-Lyn to follow.

               Evil-Lyn takes a deep breath, wipes her eyes.  Then she
               reaches under the body and carefully picks it up.  Slowly,
               she follows He-Man.

               He turns and continues into the Castle, Evil-Lyn following
               slowly behind.  The jawbridge starts to close.


               He-Man continues to lead Evil-Lyn, still carrying the body,
               deeper inside, the jawbridge closing behind them.  Though
               Evil-Lyn's eyes are still filled with tears, she holds
               herself up, carrying the body into the castle with as much
               dignity as she can.  As they enter...

               INT. THE THRONE ROOM

               ...Evil-Lyn looks up and literally stops in mid-step.

               She sees the Sorceress on her throne, looking down at her. 
               The Sorceress rises, slowly coming towards her.

               Everyone watches as the Sorceress steps up to Evil-Lyn who's
               frozen in place, staring unbelievingly.

               The Sorceress waves her hand.

               The body vanishes from Evil-Lyn's arms.  Evil-Lyn looks down
               at her now empty hands, then back to the Sorceress.


                         You did not harm me, Evil-Lyn. 
                         That was only an illusion.

               Evil-Lyn is now thoroughly confused.


                         In using the Amulet, Skeletor
                         learned that I was Zoar the Falcon;
                         the more he used it, the more of
                         our secrets he learned.  I sent
                         that illusion of myself and allowed
                         it to be "killed" so Skeletor would
                         believe I was dead; then, when he
                         came to claim Grayskull, he would
                         not be expecting me.  We were
                         hoping to use that element of
                         surprise to take the Amulet from
                         him before he could use it again.

               The Sorceress steps up to stand directly before Evil-Lyn,
               holding her gaze sadly.

                         I am sorry I hurt you.

               Evil-Lyn begins to tremble.  She chuckles weakly.

                         I've... gone insane.  I'm imagining
                         all this... you're dead... you
                         can't be alive.

               The Sorceress takes Evil-Lyn's hand in both of hers.

                         Feel the warmth of my flesh, Evil
                         Lyn.  I am alive.

               Evil-Lyn closes her eyes, lowers her head.  

               She starts to sag.  Fearing she'll fall, the Sorceress steps
               forward and takes her in her arms.  Reflexively, Evil-Lyn
               returns the embrace, sobbing.  The Sorceress holds her,
               rocking slowly back and forth comfortingly.

               Other than the Sorceress, everyone else is quite nonplussed
               by Evil-Lyn's behavior.  Teela in particular glares at her
               suspiciously, though she says nothing.

               Just then there's a jolt.  A shudder goes through the room;
               small chunks of stone and dust fall from the ceiling. 
               Everyone looks to the Mirror.

               Skeletor standing next to his attack vehicle surrounded by an
               army of battle bots; Beast Man, Tri-Klops, Trap Jaw and
               Merman are with him.  He holds his Havoc Staff, firing a beam
               of energy at the jawbridge; he moves the staff almost as a
               fisherman reeling in a fish.

               Each time he pulls, the jawbridge quivers.

               A rumbling tremor goes through the room.  Teela takes out a
               tiny transmitter.

                         Attack sleds.  Hold your positions;
                         wait for my orders.

               We hear their acknowledgements over the radio in the
               background as Evil-Lyn swallows, then speaks:

                         I think... I know a way we can get
                         the drop on him.

               Everyone turns to her.  All but the Sorceress seem surprised. 
               The room trembles again.  Teela looks to the Sorceress.

                         Don't trust her.

               The Sorceress meets Teela's gaze evenly.

                         We have the Amulet; she can't harm

               She turns to look directly into Evil-Lyn's eyes.

                         And I don't believe she intends to.

               Another tremble.  The Sorceress turns to Teela.

                         We will hear her out.

               Teela purses her lips tightly together, scowling.

               EXT. CASTLE GRAYSKULL

               Skeletor still pulling on the beam of energy from his Havoc
               Staff.  Tri-Klops brings his scope vision around.  Blinks.

               TRI-KLOPS SEES a close-up of the edge of the jawbridge.

                         It's weakening.

                         Of course it is.  With no one to
                         reinforce it, it's only a matter of
                         time before...

               Just then, Skeletor tries to pull back on the beam again and
               nearly falls backwards; there's no resistance.  The beam
               recoils back into the staff like a fishing line.

                         What in blazes...?


               The jawbridge simply lowers before them.  Standing on the
               threshold is Evil-Lyn with her helmet and wearing the Amulet.

                         Ah.  The traitor.

                         The power of Grayskull is mine,
                         Skeletor.  Leave while you can.

                         You may have the Amulet, witch, but
                         you don't know how to use it.  Give
                         it to me, and all is forgiven;
                         oppose me... and suffer the

                         You are the one who will suffer the
                         consequences if you set one foot on
                         the jawbridge.

                         We shall see!

               With that, he fires a bolt of energy at Evil-Lyn.

               She jumps back, stumbles, falls, scrambles back to her feet
               just in time to avoid another bolt which takes a sizeable
               chunk out of the floor.  She runs.

                         That's right, witch!  Run!  Delay
                         the inevitable!

               Skeletor laughs and runs after her.

               Evil-Lyn runs into the throne room.  Skeletor runs in right
               behind her, then stops short.

               The Sorceress looks down at him from her throne.


               Before he can think, a hand reaches from behind him, grabbing
               his Havoc Staff.

                                   EVIL-LYN (O.C.)
                         I'll take that.

               Skeletor whips around to see Evil-Lyn, without helmet and
               Amulet, holding his Havoc Staff aimed at him.  He whips back
               to look at the Evil-Lyn he was chasing.

               She vanishes, just as the Sorceress' double did.

               The Sorceress clasps her hands over her head; a beam of
               energy projects down from them.

               It envelops Skeletor, driving him to the floor.  He strains
               to look over at Evil-Lyn.

                         You... you will pay for betraying

                         Perhaps.  But not today.

               She fires a beam from the Havoc Staff.

               Skeletor vanishes.

               Evil-Lyn whips the Havoc Staff back towards the entrance,
               firing a beam.

               EXT. CASTLE GRAYSKULL

               The beam shoots out from the entrance, enveloping Beast Man,
               Tri-Klops, Mer-Man, Trap Jaw, Skeletor's attack vehicle and
               the battle bot army; they vanish just as Skeletor did.

               INT. CASTLE GRAYSKULL

               Evil-Lyn lowers the Havoc Staff, holding it horizontally
               before her almost ceremoniously.

               She carries it to the Sorceress on her throne, hands it to
               her reverentially.

                         This will not rid you of Skeletor;
                         he has his own powers, but without
                         this he is not nearly as strong.

               The Sorceress examines the Havoc Staff, then she holds it up.

                         He-Man.  Take this, and the Amulet,
                         to the vault.

               She opens her hand and it floats across the room where He-Man
               catches it, nods and exits with it.

                         Teela.  Man-At-Arms.  You and the
                         guards may return to the palace.

                         Respectfully, Sorceress... I don't
                         feel comfortable leaving you alone
                         with... her...

                         I appreciate your concern, but I
                         wish to speak with Evil-Lyn alone. 
                         I'll be fine.  Trust me.

                         I trust you; it's her I don't

                         Teela, it's her decision; the
                         Sorceress is well able to take care
                         of herself.

               Teela opens her mouth as if to object, then closes it, nods
               stiffly, whips out her radio.

                         Attack sleds.  Stand down battle
                         alert; return to the palace.

                                   GUARD (ON RADIO)

               Teela looks up at the Sorceress with concern.

                         Call us if you need anything.

                         I will.

               She holds the Sorceress' gaze for a moment, then finally
               turns reluctantly to leave, Man-At-Arms and the others

               Orko flies up next to Teela as she walks, speaks softly into
               her ear.

                         Teela.  I know how you feel.  I
                         felt the same way about Sibyline,
                         remember?  She was evil but she saw
                         the error of her ways and changed.

                         We're not talking about Sibyline;
                         we're talking about Evil-Lyn.

                         What about the time you and Evil
                         Lyn were trapped in the desert? 
                         She saved your life, didn't she?

                         Only because she was depending on
                         me for her survival.  She only
                         helps people if there's something
                         in it for her.

                         What could she want from the


               Teela walks on.  Orko looks back towards the throne room,
               then joins Man-At-Arms as he passes.

                                                           DISSOLVE TO:


               It's beautifully decorated with high quality antique
               furniture.  Pictures on the walls are all of landscapes and
               animals, particularly of birds though there are a few others. 
               Evil-Lyn sits alone on a couch near the main chair in the
               room.  The Sorceress enters with a glass of amber liquid.


               She hands it to Evil-Lyn.  She takes a sip, and her eyes open
               wider in surprise.

                         This is my favorite... how did
                         you...?  You can't get this on

                         Actually, that's my hospitality
                         potion.  It becomes the drink the
                         holder wishes it to be.

               Evil-Lyn can't help but smile a little.

                         I was still a young woman when I
                         last tasted this.  Thank you.

               Evil-Lyn takes another sip, trying to relax, but not entirely
               succeeding; she sits somewhat stiffly, self-conscious.  The
               Sorceress takes a moment to collect her thoughts, then:

                         Evil-Lyn.  When I came up with my
                         plan, I wasn't expecting anyone on
                         Snake Mountain to react to my death
                         the way you did.

               Evil-Lyn stares into her drink.

                         That makes two of us.

                         What do you mean?

                         I mean... I would have regretted
                         killing anyone... but when I
                         thought I'd killed you...

               She can't go on; she looks down, shakes her head.  The
               Sorceress gently squeezes her knee.

                         It's all right.

               Evil-Lyn looks up at the Sorceress sharply.

                         No!  It's not!

               The Sorceress blinks, taken aback.

               Evil-Lyn sets down her drink somewhat forcefully and gets to
               her feet; she walks to a window, staring out across the
               wasteland around Grayskull.

               The Sorceress observes her from where she is.

                         Why are you being so kind to me?

                         Comforting those in need is one of
                         my duties as Sorceress of

                         Even those who have harmed you?

                         You didn't harm me.

                         No, but I've tried... many times...

               Evil-Lyn falls silent.  The Sorceress gazes at her

                         That troubles you.

               Evil-Lyn's head drops; she closes her eyes.

                         Has that ever troubled you before?

                         Not at the time... but afterwards,
                         back home, alone with my

               Evil-Lyn lifts her head and opens her eyes, gazing out across
               the wasteland sadly.

                         I'd find myself wishing that I
                         could... work with you rather than
                         fight against you.

               The Sorceress rises, slowly inching closer.

                         Is that what you want?

               Evil-Lyn shakes her head slowly.

                         I don't know.

                         Yes, you do.

               The Sorceress stops right behind her.

                         Let me help you.

               Evil-Lyn scoffs, looking up at the ceiling.

                         Help me.



                         By being your friend.

               Evil-Lyn drops her gaze to the floor.

                         I don't have friends.

                         You have one now.

               Evil-Lyn's eyes fill up.  She shakes her head.


               She turns and marches quickly for the door.


               The surprising authority in the Sorceress' voice causes Evil
               Lyn to stop instantly, though she does not turn back.

                         Where are you going?


                         Where is that?

               Suddenly, Evil-Lyn looks confused.  The Sorceress slowly
               approaches her again.

                         Snake Mountain?

               Evil-Lyn shakes her head.

                         I can't go there.  Even if Skeletor
                         forgave me for what I did today,
                         which I doubt, I can no longer
                         serve him... because serving him
                         means fighting you... and I won't
                         risk harming you again.

                         If you can't go home... the best
                         thing to do is to stay with a

                         I told you, I don't have friends.

                         You have me.

               Evil-Lyn reacts, and slowly looks over her shoulder at the

                         Are you suggesting I stay here?  At


               Overwhelmed, Evil-Lyn turns away.  The Sorceress takes a
               cautious step closer.

                         I don't deserve your kindness.

               The Sorceress gently places a hand on Evil-Lyn's shoulder.

                         Whether you feel you deserve it or
                         not, you have it.  I will not allow
                         you, or anyone, to wander Eternia
                         without a home.  Please.  Let me
                         help you.

               Evil-Lyn closes her eyes, sighs deeply, then finally nods. 
               The Sorceress squeezes her shoulder.

                         I'll prepare a room for you.

               The Sorceress slides past Evil-Lyn.  She watches her go
               wistfully, then lowers her gaze in shame.

                                                           DISSOLVE TO:

               EXT. SNAKE MOUNTAIN

                                   SKELETOR'S VOICE
                         I don't understand what's gotten
                         into that woman...

                                   BEAST MAN'S VOICE
                         She's a woman; that's explanation


               Skeletor sits brooding on his throne.  Beast Man sits across
               from him digging into a large plate of meat.

                         Normally I'd agree with you, but
                         Evil-Lyn?  She's always been the
                         most intelligent of my allies.

               That comment is not lost on Beast Man.

                                   SKELETOR (CONT'D)
                         What could have made her take such
                         leave of her senses so suddenly?

                                   BEAST MAN
                         Don't ask me.  I've never been able
                         to figure out females.  Of any
                         species.  But Human females are
                         particularly... erratic.

                         Losing Evil-Lyn to He-Man and the
                         Sorceress is almost as big a
                         setback to my plans as when that
                         meddling minx She-Ra arrived.  Hm. 
                         Come to think of it, women have
                         caused me nothing but trouble. 
                         Maybe I'd be better off if I stayed
                         away from them altogether.

                                   BEAST MAN
                             (to himself)
                         Just as well; women prefer their
                         men to have faces...

                         What was that?

                                   BEAST MAN

                         So.  I need a new ally.  Male.

                                   BEAST MAN
                         Have anyone in mind?

                         Yes.  Serepar.

               Beast Man chokes on a mouthful.

                                   BEAST MAN
                         Is there any brain in that skull of
                         yours, or is it all bone?

                         He would be a powerful ally.

                                   BEAST MAN
                         But an untrustworthy one.  Remember
                         what happened last time?

                         I remember very well.  But I was a
                         less experienced sorcerer then. 
                         Now I believe he'd find it more
                         useful to cooperate with me.

                                   BEAST MAN
                         I hope you're right.

                         I usually am.

                                   BEAST MAN
                         Then how come He-Man keeps beating

               Off Skeletor's glare at Beast-Man.

                                                           DISSOLVE TO:


               Grayskull is an eerie, forboding presence in moonlight.

                                                           DISSOLVE TO:


               Evil-Lyn, wearing her helmet, runs into the throne room.

                         Sorceress!  Sorceress!  Where are

                                   SKELETOR (O.S.)
                         You know very well where she is.

               Evil-Lyn looks up.

               Skeletor sits on Grayskull's throne.  He gestures below.

                         She's right where you put her.

               Evil-Lyn turns.

               A fresh grave, gravestone bearing the Sorceress' face.


               Skeletor laughs; Evil-Lyn throws herself to her knees before
               the grave.

                         No!  Sorceress!  I didn't mean to
                         kill you!  Please forgive me! 
                         Sorceress!  Sorceress!!!

               In an explosion of soil the Sorceress, skin grey and
               decomposing, clothing in tatters, lunges out of the ground.

               Evil-Lyn screams, recoiling as the Sorceress leaps upon her.

                                                              SMASH TO:

               INT. EVIL-LYN'S CHAMBER

               Waking suddenly, she sits bolt upright, reflexively knocking
               the Sorceress' hands from off her shoulders.  The Sorceress,
               kneeling on her bed next to her, backs away a little, holding
               up her hands.

               For a moment Evil-Lyn, wearing one of the Sorceress' pink
               nighties, just sits there, catching her breath, looks over
               into the Sorceress' concerned eyes.

                         Are you all right?

                         No, I am not all right!

               Evil-Lyn presses the heels of her hands to her forehead.

                         It was just a dream, Evil-Lyn.

               The Sorceress touches Evil-Lyn's arm; she yanks it away.

                         Don't touch me!

               The Sorceress smiles softly.

                         You are repelled by my touch... yet
                         you long for it as well.

               Evil-Lyn blushes slightly.

                         What are you talking about?

                         No one within the walls of
                         Grayskull can hide their feelings
                         from my mind for long. 
                         Particularly good feelings.

               Evil-Lyn turns away.

                         Just... leave me alone.

               The Sorceress looks disappointed, but she nods.

                         Very well.

               The Sorceress raises her hand and in it appears a tiny
               crystal.  She hands it to Evil-Lyn.

                         Take this.

                         What is it?

                         If you put it under your pillow, it
                         will allow you to share my dreams
                         tonight; I will protect you from
                         your nightmares.

               Genuinely touched, Evil-Lyn clasps the crystal in her hand.

               The Sorceress rises, gently waves her hand over Evil-Lyn;
               sparkling energy wafts gently down from her fingertips to
               settle over Evil-Lyn's head and shoulders.  The Sorceress'
               voice is soft, comforting:

                         Sleep.  Sleep.

               Evil-Lyn's eyes drop closed and she slowly sinks back down to
               her pillow.  The Sorceress gently opens her hand, takes the
               crystal and places it under her pillow.  She tucks her in
               gently, strokes her hair, then turns and goes quietly to the
               door; she glances back once, then leaves.

               Evil-Lyn sleeps, her face peaceful for the first time.

                                                           DISSOLVE TO:

               EXT. SNAKE MOUNTAIN - NIGHT

               A strange glow emanates from the snake's head.


               Skeletor is there alone, his hands raised high above him. 
               The entire room glows with an eerie energy.

                         Serepar the Sorcerer!  The mighty
                         Skeletor summons you!

               A portal opens.

               SEREPAR the Sorcerer steps out.  He is humanoid, completely
               devoid of hair and easily as muscular as either He-Man or
               Skeletor.  He wears a flowing white robe decorated with gold
               and fine jewels.  The portal closes behind him and he looks
               at Skeletor with surprised boredom.

                         You.  Haven't seen your face, or
                         lack of one, in decades.  What was
                         your name?  Boneface or something?


                         Ah.  I knew it had something to do
                         with bones.

               Serepar starts to wander around, casually looking the place
               over throughout the conversation.

                                   SEREPAR (CONT'D)
                         Well.  You've apparently improved
                         as a sorcerer; you managed to
                         summon me.  When we last met you
                         couldn't summon water if you were
                         on a beach.

                         Are you going to stand there and
                         insult me, or do you want to know
                         why I've brought you here?

                         I suppose I'm curious.

                         Of all the people I've ever worked
                         with, you brought me closest to
                         defeating the Sorceress of
                         Grayskull.  Now she has taken one
                         of my allies:  Evil-Lyn.

                         Ah yes.  The lovely lady with the
                         bag of parlor tricks.  Well, at
                         least she made one intelligent
                         decision, breaking ties with you.

                         My point is, she's at Grayskull
                         now.  If I don't find a way to get
                         her back soon, the Sorceress may
                         corrupt her into turning her back
                         on me permanently.

                         You're worried that their combined
                         power will be too much for you.

                         Something like that.

               Serepar smirks.  He pulls a vicious looking knife out of a
               hidden pocket under his robe, gazing at it, feeling the tip.

                         All right, Skeleton.


                         Whatever.  Just give me one thing: 
                         the Sorceress of Grayskull.  Not
                         her power.  Her.  Help me capture
                         her, powerless, and I will help you
                         take Grayskull and Evil-Lyn.

                         What use would the Sorceress be to
                         you without her powers?

                         That is not your concern.  That's
                         my offer; take it or leave it.

                         Very well; I accept.

                         Excellent.  Now.  First thing I'll
                         need is that staff of yours.

                         Um... the Sorceress has it.

                         Why am I not surprised?  Ah well. 
                         That could be turned to our
                         advantage if I can access its power
                         from here, but that will take time. 
                         I may be here a while.

                         You're welcome to stay; I happen to
                         have an extra room handy.  Just let
                         me clear some junk out of it.

               EXT. CASTLE GRAYSKULL

               There is a small flash, leaving behind a pile of personal
               belongings, mostly electronic devices.  Articles of clothing
               strewn in with them are clearly Evil-Lyn's.

                                                        MATCH DISSOLVE:


               The personal belongings still there.

               Orko comes floating up; he stops short when he sees the mess.

                         What's all this?

               He floats to the pile and picks up an article of clothing.

                         This looks like Evil-Lyn's stuff. 
                         But what's it doing here?


               The table is in the foreground, the door in background.  The
               Sorceress' hands enter frame, putting down a steaming plate. 
               Orko comes to the door still carrying Evil-Lyn's clothes.

                         Sorceress, there's a big mess...

               He stops short at what he sees:

               The Sorceress is putting down a second plate in front of Evil
               Lyn, both now dressed for the day.  The Sorceress looks to
               Orko with a soft smile.

                         Good morning, Orko.  Would you like
                         some eggs?

               Orko's a little confused.

                         Um... sure... thanks...

               He takes a place at the table as the Sorceress cracks a
               couple more eggs into the pan on the stove.

               Orko glances uncomfortably at Evil-Lyn eating her breakfast. 
               Both are silent for a moment, then Evil-Lyn gestures with her
               fork to the clothes Orko still holds.

                         Aren't those my clothes?


               Orko looks at the clothes in his hands.

                         Oh, yeah.  Sorceress?  There's a
                         big mess out front.


                         My personal belongings, no doubt. 
                         Special delivery from Skeletor.

                         Why would he send your stuff here?

                         It seems I've been officially

                         You mean he kicked you out?  Well
                         that's a pretty rotten thing to do!

                         Can you blame him?

                         Well yeah!  Just because you're mad
                         at someone doesn't mean you should
                         kick them out of their home!

               Evil-Lyn is touched by Orko's concern.

                         It's all right, little one.  He did
                         me a favor.  I wasn't planning on
                         going back there, anyway.

                         But if you don't go back to Snake
                         Mountain, where will you go?

                         I've invited her to stay with me
                         for the time being.

               Orko means the comment for himself but speaks it too loudly:

                         Uh oh.  Teela's gonna hit the roof.


               Orko covers his mouth.


                         What about Teela, Orko?

                         Well... she's not happy about you
                         helping Evil-Lyn.  She doesn't
                         trust her.

                         After all I've done, I can't say I
                         blame her.

                         Well you know what I think?  I
                         think everybody deserves a chance
                         to change, and if the Sorceress
                         trusts you enough to let you stay
                         here then I trust you, too.

               Evil-Lyn, feeling a bit ashamed, looks away from Orko and
               down to her eggs, poking them with her fork.

               The Sorceress sets out a plate of eggs and cutlery for Orko
               then takes her seat and begins eating her breakfast.

               Orko takes his first bite, swallows, turns to Evil-Lyn.

                         When we're finished eating, I'll
                         help you bring your stuff in.

               Evil-Lyn, still a little emotional, picks up her next forkful
               of egg with little enthusiasm.

                         Thank you.

               Evil-Lyn takes her bite, trying to enjoy her meal.

                                                           DISSOLVE TO:

               EXT. CASTLE GRAYSKULL - DAY

               The pile of Evil-Lyn's belongings is gone.


               All of the electronic equipment we saw before is now stacked
               neatly together and set up.  The equipment is surprisingly
               recognizable; though everything looks hand built, we can
               clearly distinguish a computer and stereo system based on the
               shape of things.

               Evil-Lyn sits on the bed.  Orko floats before her.

                         Thank you for your help, Orko.

                         Any time.  I'd better run; I'm
                         supposed to meet Prince Adam and
                         Teela for lunch.  So long!

               Evil-Lyn watches him go, sadness in her eyes.

               The Sorceress enters as Orko is floating through the door.

                         Bye, Sorceress!

                         Goodbye, Orko.

               The Sorceress turns her attention to the melancholy Evil-Lyn.

                         I was just going to work on a
                         spell.  Would you like to join me?

               Evil-Lyn is shocked at the suggestion.

                         You would trust me to help you with
                         a spell?

               The Sorceress gives Evil-Lyn one of her soft smiles.

                         Of course.  I know I can trust you. 
                         As I said last night, here within
                         the walls of Grayskull I can sense
                         your feelings.

               Evil-Lyn almost seems offended.

                         With respect, Sorceress, I would
                         prefer you stay out of my mind.

                         I have.  I have not attempted to
                         reach your thoughts, but I cannot
                         help sensing your feelings.  They
                         are strong.  Particularly your
                         feelings for me.

               Again, Evil-Lyn blushes, looks down.  The Sorceress slowly
               comes over and kneels before her.  She reaches out to take
               Evil-Lyn's hand; she pulls away.

                         Evil-Lyn.  Look at me.

               She doesn't.  The Sorceress reaches out and gently lifts Evil
               Lyn's chin.

                         Look at me.

               Reluctantly, Evil-Lyn brings her gaze up to meet the

                         You have nothing to be ashamed of.

               Finally, Evil-Lyn can bear no more; her eyes fill with tears
               and she turns away.

                         Go.  Please.

               The Sorceress gently places her hand on Evil-Lyn's knee; she
               starts to pull back.


               Evil-Lyn freezes.  After a moment, she begins to tremble all
               over, her eyes finally overflowing, still unable to look up
               at the Sorceress.  The Sorceress speaks with profound

                         I know... how you feel.

                         Do you?

               Evil-Lyn finally locks gazes with the Sorceress, desperation
               in her eyes.

                         Then tell me.  Because I don't know
                         what this is.  I've never felt
                         anything like it before.

               The Sorceress' answer is so simple in its truth:

                         It's love.

               Evil-Lyn is totally lost in an ocean of confusion.

                         It can't be.

                         Why not?

                         I don't even know what love is.

                         Now you do.  It is the feeling you
                         have for me that I sense in you.

                         How do you know it's love?

                         Because love is the fundamental
                         foundation of the power of
                         Grayskull.  It is the one feeling
                         that cannot be faked, cannot be
                         mistaken for something else... and
                         it is the one feeling that
                         Grayskull can never turn away.

               Evil-Lyn looks away.

                         I have not felt a love so strong
                         for me... since my husband.

               Evil-Lyn looks up at her, surprised.

                         Husband?  I never knew you were

                         It was before you came to Eternia.

                         Where is he now?

                         He died.  Long ago.

                         I'm sorry.

                         Don't be.  He died in the Battle of
                         Eternos.  A hero.  I have been very
                         lonely, out here by myself all
                         these years, but I consider that a
                         small price to pay for the freedom
                         now enjoyed by all Eternians...
                         which his sacrifice made possible.

               The Sorceress again takes Evil-Lyn's hand; this time, she
               does not pull away.

                         I could not turn his love away when
                         I felt it.  So too I cannot turn
                         away yours.

               Evil-Lyn again looks down and away, then rises, turning away
               completely, looking out the window.  The Sorceress rises and
               walks up to stand behind Evil-Lyn but she does not touch her;
               she simply observes, waiting for her to speak.  Finally:

                         I've always been... jealous of your
                         power.  Since the first day I met
                         you.  I've spent years trying to
                         find weaknesses in you, only to
                         find none.  The more I learned
                         about you, the more I came to
                         respect you as an adversary. 
                         Eventually, I even came to admire
                         you, though I would never have
                         admitted it, even to myself.  But
                         it wasn't until I thought... that I
                         had killed you... that I first
                         realized this... feeling was in me.

                         Sometimes, we don't realize how
                         much someone means to us... until
                         we nearly lose them.

                         I think... I fought you so hard
                         because... I wanted you to respect
                         me... love me... and I was angry...
                         because I knew you never would.

               With that, the Sorceress slowly turns Evil-Lyn around and,
               before she realizes it, she finds herself in the most tender
               of kisses, passionate but almost unbearably gentle.  The
               Sorceress runs her fingers through Evil-Lyn's hair; Evil-Lyn
               gently caresses the feathers of the Sorceress' headdress.

               When she finally breaks the kiss, the Sorceress locks gazes
               with Evil-Lyn, softly declaring:

                         Never say never.

               Evil-Lyn is spellbound by the Sorceress' soul-piercing gaze.

               The Sorceress gently wipes Evil-Lyn's tears with her thumb.

                         I'll be in my bedroom if you wish
                         to join me.

               The implications of the word "bedroom" are not lost on Evil
               Lyn.  The Sorceress kisses her cheek tenderly and leaves.

               Evil-Lyn can only stand there, staring at the door through
               which the Sorceress just left.  She touches her lips, closing
               her eyes, remembering the Sorceress' lips on hers.

                                                          PULL BACK TO:


               An image of Evil-Lyn on the staff's crystal.

                                                        MATCH DISSOLVE:


               The same image on Skeletor's "bubble screen."

               Skeletor just stares agape at what he's just witnessed;
               Serepar observes with a smirk.

                         It would seem Evil-Lyn and the
                         Sorceress have a somewhat... closer
                         relationship than you anticipated.

                         This is not good...

                         On the contrary; this is perfect.

                         Are you crazy?  Do you have any
                         idea what the Sorceress can do with
                         powerful emotions like that? 

                         Do you have any idea how
                         distracting such emotions can be?

               Serepar observes Evil-Lyn.

                         Look at her.  Breathless. 
                         Trembling.  She can't even move.

                         But the Sorceress...

                         ...has been living in that castle
                         for decades alone.  When her
                         physical desires overtake her, and
                         they will, the Sorceress will be
                         just as vulnerable.

               Skeletor looks as skeptical as his lack of face allows.

                                                           DISSOLVE TO:


               The Sorceress sits in her small bedroom throne, fingers to
               her temples, concentrating.  Before her is a golden ball of
               light; it looks like a mini sun, though not as bright.  After
               a moment, frustration flashes across her peaceful features
               and she lets her hands down; the ball of light vanishes.

               She shakes her head, closes her eyes and tilts her head back,
               exhausted.  Then, she hears something faintly echoing through
               the corridors of the castle.  It's clearly music, but with
               all the echo it's indistinct, hard to identify.  She looks
               up, her brow knitting in puzzlement.

               INT. A CORRIDOR

               The Sorceress enters, following the music.  It's louder here,
               more distinctly an energetic piece of rock music.  The
               Sorceress is intrigued.  She follows it.


               Here, the music is much louder.  At this point, she can hear
               the lyrics sung in a husky female voice (think Bonnie Tyler
               but a little deeper):

                         They got a file on me and it's a
                         mile long and they say that they
                         got all of the proof,
                         That I'm just another case of
                         arrested development and just
                         another wasted youth.
                         They say that I'm in need of some
                         radical discipline, they say I
                         gotta face the truth,
                         That I'm just another case of
                         arrested development and just
                         another wasted youth.

               Discreetly, the Sorceress peeks through Evil-Lyn's door:

               INT. EVIL-LYN'S CHAMBER

               She observes Evil-Lyn, her stereo blasting, holding a
               wireless microphone and singing her heart out:

                         They say I'm wild and I'm reckless.
                         I should be acting my age.
                         I'm an impressionable child in a
                         tumultuous world,
                         And they say I'm at a difficult

               The Sorceress' mouth drops open, astonished by Evil-Lyn's
               apparent dancing skills and her surprisingly good singing
               voice.  For the first time, we see unrestrained exuberance
               and joy on Evil-Lyn's face as she loses herself in the music:

                         But it seems to me to the contrary,
                         of all the crap they're going to
                         put on the page,
                         That a wasted youth is better by
                         far than a wise and productive old

               The Sorceress smiles, listening as she repeats:

                         A wasted youth is better by far
                         than a wise and productive old age!

               The Sorceress steps into the doorway.  Evil-Lyn doesn't
               notice her right away, so intent is she on singing with the
               rising chorus of voices accompanying her on her stereo:

                         A wasted youth is better by far
                         than a wise and productive old age!
                         A wasted youth is better by far
                         than a wise and productive old age!

               Whirling around, she finally sees the Sorceress.  She
               freezes, wide-eyed, then scrambles for the stereo, cutting
               off the music.  We hear the remnants of it echoing off
               through the castle, then silence.

               The Sorceress just looks at Evil-Lyn calmly.


                         It's all right.  I needed a break.

                         You... don't mind?

                         Not at all.  That was rather
                         enjoyable, actually.  I never knew
                         you could sing so well.

               Evil-Lyn blushes.

                         It's... how I let off steam.  Of
                         course, I could never do this when
                         Skeletor was home.
                             (a Skeletor impression)
                         "Turn off that infernal racket!"

               The Sorceress laughs.

                         I can understand why he'd object. 
                         Whatever that was, it generates a
                         very strong, positive energy.  What
                         was it?

               Evil-Lyn reaches for a case on the console; she hands it to
               the Sorceress.  She looks at it strangely.

                         This... is a compact disc.  That's
                         an Earth technology.

                         How do you...?

                         Queen Marlena is from Earth; she
                         has a few of these.  She wanted to
                         play them, so I helped Man-At-Arms
                         reverse engineer how these worked
                         so we could build her a player.

               The Sorceress smirks.

                         So.  You're from Earth.  I take it
                         "Evil-Lyn" is not your real name.

                         Well... it's a derivative of it. 
                         My name is actually Evelyn Powers.

                         Ah.  Marlena's copilot.  She said
                         you'd vanished from her shuttle
                         just before she found herself in
                         the Eternian asteroid belt.

               Evil-Lyn nods.

                         Somehow, I wound up on Infinita.

                         Skeletor's home world.  That's
                         where you learned sorcery?


                         Learning sorcery is a strange
                         choice for a scientist to make.

               Evil-Lyn hesitates, not sure she's ready to talk about this. 
               She slowly walks over, sits on the bed.  Finally, she takes a
               deep breath and launches into it:

                         On Earth, I always felt weak and
                         insignificant.  I was hurt so many
                         times by so many people in so many
                         different ways that I was sometimes
                         terrified to even go out the door. 
                         So, sometimes I didn't.  I'd bury
                         myself in my books.  Fantasy
                         stories were my favorites.  I liked
                         to imagine what it would be like to
                         have magical powers, so I could
                         protect myself from those who would
                         hurt me.

                         So when you realized you were in a
                         world where magic was real...

                         I couldn't resist.  I thought no
                         one would ever hurt me again; magic
                         would make me invincible.  On Earth
                         it would have since no one there
                         practices magic but here, where
                         magic is common... there was always
                         someone who was more powerful than
                         I.  So I found myself just as
                         fearful here as I was on Earth.  I
                         was constantly looking for ways to
                         make myself more powerful.  To
                         protect myself.  But no matter how
                         much power I acquired...

                         It was never enough.  You still
                         never felt safe.

               Evil-Lyn nods.

                         During the time Teela and I were
                         trapped in the desert together, I
                         complained I needed water.  She
                         raised her sword.  I thought she
                         meant to kill me.  But, of course,
                         she didn't; she cut open a plant
                         that had water inside.  She said to
                         me, "You don't trust anyone, do
                         you?"  She was right.  I don't. 
                         Because every time I ever have...
                         it's blown up in my face.

                         So you live in fear of everyone.

               Evil-Lyn looks down, nodding.

               The Sorceress walks over to her slowly and cautiously sits on
               the bed next to her.  She reaches out, gently taking Evil
               Lyn's hand.

                         You have nothing to fear here.

               Evil-Lyn nods, but doesn't seem to feel much better.  The
               Sorceress flips over the CD case in her hand, reading the

                         Perhaps this music of yours will
                         make you feel better.

               The Sorceress smirks, shaking her head.

                         This artist certainly has a
                         penchant for long titles.

                         What would you like to hear?

                         I'd like to hear something...
                         happy.  Energetic.

                         I know just the one.

               She jumps up and grabs her microphone, setting it up on a
               stand in front of what we now see is a piano keyboard.  She
               makes a selection on the stereo, then on the computer which
               flashes "MUTE PIANO."  Evil-Lyn presses the play key.

               The intro from Meat Loaf's "Out of the Frying Pan" begins to
               play.  Evil-Lyn gets herself comfortable, poised over the
               keyboard until finally she jumps in, playing the piano part
               eagerly.  Again, that joyful expression on her face as she
               starts to lose herself in the music.

               The Sorceress smiles, observing Evil-Lyn's obvious bliss.  As
               the music builds in intensity, the Sorceress starts
               unconsciously tapping her foot, getting swept up herself.  By
               the time Evil-Lyn begins singing the opening lines, the
               Sorceress is actually swaying a little to the beat:

                         It's only two o'clock and the
                         temperature's beginning to soar,
                         And all around the city you see the
                         walking wounded and the living
                         It's never been this hot and I've
                         never been so bored,
                         And breathing is just no fun

               Evil-Lyn locks eyes with the Sorceress as she sings:

                         And then I saw you like a summer
                         dream and you're the answer to
                         every prayer that I ever said.

               The Sorceress breaks the gaze shyly for only an instant, then
               she locks gazes with Evil-Lyn again in delight.

                         I saw you like a summer dream and
                         you're the answer to every prayer
                         that I ever said.

               Evil-Lyn smiles back warmly.  Then, as the intensity of the
               music rises a notch, she throws herself into it again:

                         You can feel the pulse of the
                         pavement racing like a runaway

               The Sorceress jumps to her feet, gracefully but with more
               alacrity than her usually sedate movements.  Evil-Lyn looks
               up but continues to play and sing:

                         The subways are steaming and the
                         skin of the streets is gleaming
                         with sweat.

               The Sorceress spreads her arms and starts to spin in time
               with the music.  Evil-Lyn is thrilled, watching her intently
               as she plays.

                         I've seen you sitting on the steps
                         And you were looking so restless
                         and reckless and lost.
                         I think it's time for you to come
                         I'll be waiting here with something
                         that you'll never forget.

               Hearing those words, it's the Sorceress' turn to lock eyes
               with Evil-Lyn:

                         I think it's time for you to come
                         I'll be waiting here with something
                         that you'll never forget.

               Evil-Lyn smiles, then finally loses all restraint, pouring
               her soul into her performance.  For her part, the Sorceress
               begins displaying heretofore unknown dancing skill, twirling
               about the room with exceptional grace, the perfect
               counterpoint to the music's intensity.

                         Come on, come on, and there'll be
                         no turning back.
                         You were only killing time and
                         it'll kill you right back.
                         Come on, come on!  It's time to
                         burn up the fuse!
                         You got nothing to do and even less
                         to lose!
                         You got nothing to do and even less
                         to lose!

               Evil-Lyn jabs a control on the stereo console; "UNMUTE PIANO"
               flashes on the screen.  As the piano part begins playing on
               its own, Evil-Lyn grabs her microphone, gets up and joins the
               Sorceress, twirling with her in perfect sync, locking eyes,
               now singing directly to her:

                         So wander down the ancient hallway,
                         taking the stairs only one at a

               Evil-Lyn takes one of the Sorceress' hands with her free
               hand, pulling her towards the bed:

                         Follow the sound of my heartbeat
                         I'm in the room at the top, you're
                         at the end of the line.

               She gently lays the Sorceress back on the bed:

                         Open the door and lay down on the

               She moves close to the Sorceress, singing this line sensually
               into her ear:

                         The sun is just a ball of desire.

               The Sorceress closes her eyes, tilting her head back.  Her
               chest rises and falls with deep breaths.

               Evil-Lyn dances gracefully, seductively around the bed,
               running her hands over the Sorceress' body, arms, legs, her
               gaze locked on the Sorceress's face.  The Sorceress spreads
               her arms wide, exposing herself to Evil-Lyn's touch, giving
               herself over to the moment:

                         And I wanna take you out of the
                         frying pan,
                         Out of the frying pan,
                         Out of the frying pan, and into the

               The Sorceress' eyes open, and she watches Evil-Lyn dance
               around her with growing intensity:

                         Ooh I want to take you out of the
                         frying pan,
                         Oh out of the frying pan,
                         Oh out of the frying pan, and into
                         the fire.
                         And into the fire, fire, fire!

               As the intensity reaches that crescendo, the Sorceress jumps
               to her feet and joins Evil-Lyn in her dance.  Evil-Lyn
               abandons her microphone; the original Meat Loaf vocals take

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!

               The two of them are so well in tune with each other in this
               moment that they seem to dance as one body, touching,
               caressing, gliding over each other as if this was what they
               were born to do.

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!
                         And into the fire!

               Just then, both ladies' attention is drawn to a golden glow
               somewhere o.s.; they look to see...

               ...the golden ball of light we saw the Sorceress working on.

               They speak loudly to be heard over the music, still playing:

                         What's that?

                         It's the spell I was working on.

               As they observe, the ball of light drifts into the room,
               pulsing to the beat.  The Sorceress looks at it in wonder.

                         It's responding to the music...

               The Sorceress raises her hand and beckons to it.  It
               immediately responds, moving towards her, pulsing brighter
               than ever. 
               The Sorceress exchanges a look with Evil-Lyn, then raises
               both hands, making a swirling motion; the ball of light
               mimics her movements, starting to spin.

                                   MEAT LOAF (ON STEREO)
                         It's only two o'clock and the
                         temperature's beginning to soar,
                         And all around the city you see the
                         walking wounded and the living

               Evil-Lyn slowly moves around to the other side of the ball of
               light and raises her hands to it, coordinating her movements
               with the Sorceress until both of them have the ball spinning,
               growing larger and larger as the intensity of the music
               begins building again:

                                   MEAT LOAF (ON STEREO)
                         It's never been this hot and I've
                         never been so bored,
                         And breathing is just no fun
                         And then I saw you like a summer
                         dream and you're the answer to
                         every prayer that I ever said.
                         I saw you like a summer dream and
                         you're the answer to every prayer
                         that I ever said.

               Evil-Lyn slowly circles around until she stands behind the
               Sorceress, then she gently reaches under the Sorceress'
               upraised arms and runs her hands sensually down the sides her
               body.  The Sorceress sighs softly, briefly closing her eyes
               and tilting her head back, enjoying the touch.

                                   MEAT LOAF (ON STEREO)
                         Come on, come on, and there'll be
                         no turning back.
                         You were only killing time and
                         it'll kill you right back.
                         Come on, come on!  It's time to
                         burn up the fuse!
                         You've got nothing to do and even
                         less to lose!
                         You've got nothing to do and even
                         less to lose!

               Now, Evil-Lyn brings her lips close to the Sorceress' ear,
               singing along with Meat Loaf:

                         So wander down the ancient hallway,
                         taking the stairs only one at a
                         Follow the sound of my heartbeat
                         I'm in the room at the top, you're
                         at the end of the line.
                         Open the door and lay down on the
                         The sun is just a ball of desire.

               On the word "desire," Evil-Lyn's arms encircle the Sorceress'
               body... she runs her hands up towards her chest... the
               Sorceress closes her eyes again, biting her lower lip,
               trembling now.  The golden light bathes them as Evil-Lyn
               sings softly, seductively into the Sorceress' ear:

                         And I wanna take you out of the
                         frying pan,
                         Out of the frying pan,
                         Ooh out of the frying pan, and into
                         the fire.

               Evil-Lyn's hands reach the Sorceress' breasts, then begin to
               slide back down towards her hips.  Now, as Evil-Lyn becomes
               lost in her own passion, she stops singing, now intent only
               on the Sorceress' body.  Meanwhile the ball of light, now as
               tall as the two ladies themselves, is pulsing ice-white...

                                   MEAT LOAF (ON STEREO)
                         Ooh I want to take you out of the
                         frying pan,
                         Oh, Out of the frying pan,
                         Out of the frying pan, and into the
                         And into the... and into the... and
                         into the... and into the...

               As the words repeat, rising in fervor, the ball of light
               builds in brightness.  The Sorceress raises her hands
               higher... higher... higher... until...

                                   MEAT LOAF (ON STEREO)
                         Fire, fire, fire!

               On those words, the Sorceress powerfully spreads her hands
               apart.  The ball explodes in a blinding flash of light, then
               is gone.  In its place is a room filling glow, bathing the 
               Sorceress, Evil-Lyn and everything in the room with a pure
               golden light that seems to come from everywhere, and nowhere.

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!

               The Sorceress is more elated than we've ever seen her.  Gone
               is her usual reserve as she opens herself up to the full
               passion of this moment, gazing up in wonder at the pure light
               filling the room.

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!

               In Evil-Lyn's eyes... an intensity... passion... hunger...

                                   MEAT LOAF (ON STEREO)
                         And into the fire!

               Still caught up in the moment, the Sorceress begins gesturing
               about the room in time with the music.  The golden glow acts
               almost as if it were made of liquid under her command,
               swirling, splashing and rushing around the room with the
               Sorceress' movements.

               As she spins around, her eyes lock with Evil-Lyn's... she
               sees the hunger there... she stares, transfixed, as if Evil
               Lyn were the only thing in her Universe in that moment...

               Then, all at once, the two women take each other in their
               arms and kiss passionately.  Their hands explore each other
               in rapture, yet there's a warmth, gentleness, tenderness in
               their touch as well.

               In the fervency of their passion, the fall to the bed, the
               Sorceress on top.  The Sorceress brings herself upright,
               casting off her feathered cloak and headdress revealing her
               natural red hair with highlights of gray wild about her head. 
               She looks down at Evil-Lyn in heat...

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!

               Evil-Lyn gazes up at her imploringly, breathless...

                                   MEAT LOAF (ON STEREO)
                         And into the fire, fire, fire!

               The Sorceress leans down to her and they lock in a kiss,
               holding each other as closely as two Human beings can...

                                   MEAT LOAF (ON STEREO)
                         And into the fire!

               We move up and away from the lovers on the bed to the
               glorious glow of the room.

                                   MEAT LOAF (ON STEREO)

                                                           DISSOLVE TO:


               Serepar stares in frustration at Skeletor's blank bubble
               screen.  Skeletor sits on his throne, arms folded, smug.

                         Something wrong?

                         I can't get the picture back.

                         Oh?  Looked to me like the
                         fireworks were about to start
                         between those two; the Sorceress
                         should be plenty vulnerable now.

                         There's some kind of power surge;
                         I've lost contact with the staff.

               Skeletor's expression darkens.  He moves up behind Serepar,
               speaking in ominous tones:

                         I've lived with Evil-Lyn for years;
                         I've fought the Sorceress of
                         Grayskull for decades.

                         Your point?

                         I know these people far better than
                         you.  To the Sorceress this is not
                         just pleasure of the flesh... this
                         is an expression of love, and love
                         is the source of her greatest

                         If you know them so well then what
                         do you need me for?

               Skeletor gestures to the blank screen.

                         This is why.  The closer those two
                         get, the more powerful they become. 
                         If I'm going to put a stop to this
                         before it's too late I need to
                         overwhelm and devastate them; I
                         need all the power I can get.

               Skeletor comes around to meet Serepar's eyes.

                         All I'm saying is... let me tell
                         you what their vulnerabilities are. 
                         Then, when the time is right, we
                         strike together.

                         All right, then.  What are their

                         They are most vulnerable when in
                         fear.  Fear leads to anger; anger
                         leads to hate.  Once they start to
                         feel hate... that's when the door
                         opens to us.

               Skeletor waves his hand over the bubble screen.  Up comes an
               image of Adam, Teela and Orko having a picnic lunch.

               Serepar, nonplussed, looks at Skeletor.

                         What is this?

                         A little something I... overheard
                         yesterday.  Watch... and learn...

               Serepar turns his attention to the screen.

                                   TEELA (ON SCREEN)
                         She's staying at Grayskull?!

                                   ORKO (ON SCREEN)
                         Teela, trust me, this is not the
                         Evil-Lyn we knew.  She was sweet
                         and gentle the whole time.

                                                        MATCH DISSOLVE:

               EXT. PALACE COURTYARD

               Adam, Teela and Orko as they were on the screen.

                         And it never occurred to you that
                         it might be a trick?

                         Teela, I doubt she could pull the
                         wool over the Sorceress' eyes, not
                         to that extent.

                         I'm not so sure.

                         Teela, if the Sorceress needs our
                         help she'll call us.

                         If she can.  By the time she
                         realizes she's in trouble Evil-Lyn
                         may have her helpless.  Or worse.

                         You saw the way she reacted when
                         she thought she'd harmed the
                         Sorceress.  I hardly think...

                         Yes, Adam, that's your problem. 
                         You hardly think.

               Adam reacts to the unusually harsh rebuke.

               Teela shakes her head, hastily grabbing a napkin, wiping her
               mouth; she angrily throws down the napkin and rises.

                         Where are you going?

                         For a walk.


                         Let her go, Orko.

               Adam holds Orko by the arm as they watch Teela walk off.

                                                          PULL BACK TO:

               INT. SNAKE MOUNTAIN

               Teela, on the bubble screen, walking away.

                         You see Teela's mistrust of Evil
                         Lyn.  She fears her.  She's angry
                         that the Sorceress is helping her. 
                         It would take only the smallest
                         nudge... to turn her anger to hate.

                         What good will that do us?

                         Sooner or later, she will go to
                         Grayskull to confront the
                         Sorceress.  When she does... we can
                         use her hate to pry open the door.

               Skeletor laughs darkly.

                                                           DISSOLVE TO:


               Beautiful crystal clear sky, full moonlight.


               All is quiet now.  The moonlight streams into the window,
               illuminating the room in a comforting blue glow.  The
               Sorceress and Evil-Lyn are wrapped in each other's arms in
               their afterglow, Evil-Lyn's head resting comfortingly on the
               Sorceress' chest.

               The Sorceress closes her eyes, buries her nose in Evil-Lyn's
               hair, kissing, inhaling her scent.  In Evil-Lyn's eyes, a
               profound sadness.  Tears fall from her eyes.  When one hits
               the Sorceress' skin, she looks down.  She strokes Evil-Lyn's
               hair comfortingly.

                         What's wrong?

               Evil-Lyn swallows.

                         This was a mistake.

                         Expressing your love for someone is
                         never a mistake.

               Suddenly, Evil-Lyn jumps out of the bed, looking about the
               room; her clothing is strewn all about.  She locates her
               panties, hurriedly putting them on.

                         Where are you going?

                         I don't know.  But I can't stay

               She locates her bra, snatches it up.  The Sorceress sits up,
               swinging her feet to the floor.


               Evil-Lyn stops short at the use of her proper name.

               The Sorceress rises, approaching Evil-Lyn slowly, the way
               you'd approach a spooked horse.  She slowly reaches out and
               gently takes the bra out of Evil-Lyn's hand, putting it aside
               on the bed.

               Then, slowly, she takes Evil-Lyn's shoulders, gently turning
               her to face her; she squeezes her shoulders comfortingly. 
               Evil-Lyn doesn't look up.

                         If you need time to be alone, I
                         understand.  But first I want you
                         to know... this is your home now. 
                         When you're ready to return... my
                         door will be open for you.

               Evil-Lyn's eyes fill.

                         I don't want to go.

                         Then don't.

                         I must.


               Evil-Lyn forces herself to meet the Sorceress' eyes.

                         You deserve better than me.

                         Oh, Evelyn...

                         Stop calling me that!


               Evil-Lyn blinks at the Sorceress' blunt refusal.

                         I refuse to use a name that calls
                         you "evil."

                         But I am.

                         No.  You are not.

               Evil-Lyn's self pity dissolves into anger.

                         I almost killed you!  If that
                         hadn't been an illusion...

                         But it was.  You didn't harm me.

                         But I thought it was you!  And I
                         attacked it!  I killed it!

                         And how did that make you feel?

               Evil-Lyn freezes, gaze locked on the Sorceress, breathing
               heavily.  Then, she turns away, looking out her window.  Her
               eyes fill.  She scowls and looks up to the sky pleadingly. 
               Then, finally, she must let it go, crying openly.  She drops
               her head sorrowfully, sobbing, eyes shut tight.

               The Sorceress moves close, speaks softly into her ear:

                         You regret what you did.

               Evil-Lyn nods.

                         Only a good person regrets doing
                         harm... the evil never regret.

               Evil-Lyn raises her head; her bleary eyes open, thoughtful,
               startled by the Sorceress' insight.

               The Sorceress gently turns Evil-Lyn to face her.

                         I brought you into my home because
                         I sensed the good person behind
                         your shell of bitterness and
                         fear... but I never saw that good
                         person in your eyes... until
                         tonight.  Your music reveals the
                         true you... it frees Evelyn... from

               The Sorceress takes Evil-Lyn's face in her hands tenderly.

                         There is much love in you, but you
                         don't know how to express it.  You
                         don't know how to trust... and love
                         cannot be expressed without trust.

                         I've never trusted anyone.

                         You will.  In time.

               Evil-Lyn nods dubiously, then impulsively takes the Sorceress
               in her arms, holding her close.

                         I love you.

               Evil-Lyn tries to respond but cannot form the words. 
               Instead, she turns and presses her lips to the Sorceress'
               tenderly.  They open their mouths; the kiss deepens.

               Silhouetted in the moonlight, they pull each other closer
               still until they almost seem to be one body.

                                                           DISSOLVE TO:

               EXT. THE PALACE - MORNING

               Calm, but the sky is gray and overcast.

               INT. HANGAR

               Teela is sitting on a sky sled getting it ready for flight. 

                                   MAN-AT-ARMS (O.S.)
                         Good morning, Teela.

               Teela glances back at him with a flash of dread in her eyes. 
               She busies herself with her pre-flight check.


                         Aren't you going to have breakfast?

                         I'm... not hungry.  I'll grab a
                         bite when I get back.

                         Where are you going?

                         I won't be long.

                         That's not what I asked.

                         I just need to go for a little
                         flight, that's all.

                         You're going to Grayskull.

               Teela purses her lips, sighs heavily.

                         Adam told me what you said at the
                         picnic yesterday.  I knew you
                         wouldn't let this go.

               Man-At-Arms walks around in front of the sky sled.

                         Teela... I know the Sorceress'
                         decision regarding Evil-Lyn is a
                         bit unusual...

                         "Unusual?"  The Sorceress has
                         invited her to live at Grayskull! 
                         That's not unusual; that's bizarre!

                         To us, yes.  But the Sorceress is
                         the wisest being on all Eternia. 
                         She knows what she's doing.

                         Are you saying she's infallible?


                         Then how do you know she's not
                         making a mistake?

                         How do you know she is?

                         I find it hard to believe Evil-Lyn
                         would turn Skeletor over to us like
                         that.  Not unless there was
                         something in it for her.

                         Even if you're right, what do you
                         expect to do?

               Teela engages the sky sled; it lifts off the ground.

                         I expect to get some answers.

               And with that, she's off.  Man-At-Arms watches her go.  Adam
               comes up behind him.

                         Couldn't talk her out of it?

                         You ever try to talk her out of

               Adam's only response to that is a wry grin.

                         Maybe I'd better follow her.

                         Might be better if He-Man followed
                         her.  In case she's right.

               ON TEELA flying the sky sled.

                                                          PULL BACK TO:


               Skeletor and Serepar watch her on the bubble screen.

                         She's on her way.  Stand ready; our
                         opportunity will be soon!

               A creepy, intense anticipation comes to Serepar's eyes.

               EXT. CASTLE GRAYSKULL

               Teela hasn't arrived yet.


               It's a fully equipped gymnasium for one person, complete with
               a treadmill, stationary bicycle (with a large screen in front
               of it), weights, rowing machine etc.  The Sorceress' clothes,
               with headdress and feathered cloak, are draped over a bar
               near a door at the back; her boots are on the floor below.

               The Sorceress, her hair in a short ponytail and wearing only
               her undergarments, is on the shoulder press.  From the
               comfort and grace of her movements and her practiced
               breathing this is clearly something she does regularly.

               Evil-Lyn enters wearing her full outfit.  She looks at the
               Sorceress and the room in surprise.  She surveys the
               Sorceress' body appreciatively.

               The Sorceress glances over, smiles a little but doesn't break
               the rhythm of her exercise.  Evil-Lyn gazes at her with
               genuine admiration.

                         I generally use my magic to keep my
                         body in shape.

               The Sorceress finishes her lifts.  She breathes heavily but
               is by no means winded.  She grabs a nearby towel, dabs the
               sweat on her face.

                         I never use my power for anything
                         unnecessary; the power I save I can
                         use to cast more powerful spells. 
                         Anyway, I enjoy physical exertion.

                         You do this every morning?

                         Yes.  Then I shower, put on a fresh
                         outfit and I'm ready for the day.

               The Sorceress steps off the shoulder press and walks over to
               her stationary bike.  She hits a few controls on the console
               and starts to pedal.  On the screen appears a road which she
               appears to ride along.  Evil-Lyn looks at this with interest
               for a moment, then returns her attention to the Sorceress:

                         I was thinking.  I imagine
                         "Sorceress of Grayskull" wasn't the
                         name your parents gave you.

               The Sorceress chuckles.


                         I told you my real name... I think
                         it only fair you tell me yours.

               The Sorceress stops pedaling, looks Evil-Lyn in the eye.

                         There is a reason I keep my name a
                         secret.  I will tell you... but you
                         must promise never to tell anyone.

                         You have my word.

                         My name... is Teela Na.

               Evil-Lyn reacts, realizing:

                         Teela Na?  Are you related to...?

                         Teela is my daughter.

               Evil-Lyn is stunned.

                         If Skeletor... or any of your
                         enemies knew...

                         She would be a target.

                         Does anyone else know?

                         Only He-Man.  And Man-At-Arms, to
                         whom I entrusted her upbringing.

                         How does Teela feel about this? 
                         Having to hide the fact that you're
                         her mother?

                         She doesn't know.

               Evil-Lyn reacts surprisingly strongly to that.

                         Why not?

               The Sorceress doesn't like talking about this.  She returns
               to pedaling.

                         Some day, she will take my place as
                         Sorceress of Grayskull.  Until
                         then, it is best if she remains
                         unencumbered by the knowledge, so
                         it not interfere with her life in
                         the present.

                         Oh bull!

               The Sorceress stops pedaling to glare at her.

                         I beg your pardon?

                         I can understand why you don't want
                         to broadcast the fact all over
                         Eternia, but what purpose does it
                         serve not to tell her?  She has a
                         right to know who her mother is.

               An edge is creeping into the Sorceress' voice.

                         Do not presume to tell me what is
                         best for my daughter.

                         Depriving her of her mother?  That
                         is best for her?

               The Sorceress takes her eyes off Evil-Lyn, looking at the
               screen on her stationary bike.

                         You are crossing a line here,
                         Evelyn Powers.  A line I advise you
                         not to cross.

                         If I don't, who will?  Apparently
                         not your so-called friends.

               The Sorceress' eyes snap to Evil-Lyn's with restrained fury.

               Evil-Lyn blanches but holds the Sorceress' eyes.

                         Do not... question the loyalty of
                         my friends.

                         I'm not.  I question their courage.

               The Sorceress slowly steps off the bike to face Evil-Lyn.

                         How dare you...

                         I dare because I care about you.

                         Are you suggesting they do not?

                         No.  I'm suggesting they're afraid
                         to force you to look at the truth.

                         What truth?

                         It's wrong to deprive Teela of the
                         knowledge that she has a mother.

               The Sorceress is furious.  She does not shout, but her voice
               is raised and darker in tone than we've ever heard from her.

                         You... would lecture me about right
                         and wrong?  You, who have spent
                         most of her life doing wrong?

               The soul-rending hurt that flashes through Evil-Lyn's eyes
               makes the Sorceress immediately regret the remark, but the
               damage is done.  Evil-Lyn turns away.

                         So.  This is the weakness in the
                         great Sorceress of Grayskull.

               Evil-Lyn turns back, looks the Sorceress directly in the eye:

                         It's ironic... that I had to stop
                         "doing wrong..." to find it...

               The Sorceress' eyes are filled with regret.


               Evil-Lyn whirls away, marches to the door, stops, turns back.

               The Sorceress opens her mouth to speak, but no words come.

               Evil-Lyn scowls.

                         My father... murdered my mother.

               The Sorceress sucks in a breath, appalled.

                         So forgive me... if I fail to
                         understand why you rob Teela of

               With that, Evil-Lyn leaves.

               The Sorceress sinks onto a nearby bench, more confused and
               heartbroken than we've ever seen her.  Then, her eyes glaze
               for a moment... she stares off into the middle-distance...
               then she leaps back to the stationary bicycle, mounts it and
               flips on the screen.

               It shows the exterior of Castle Grayskull just in front of
               the abyss in front of the jawbridge.  When the Sorceress
               pedals, the view changes as if she were riding an actual
               bicycle outside.  She sees the sky sled land and Teela step
               off.  The Sorceress stops, staring.


               EXT. CASTLE GRAYSKULL

               Teela approaches the chasm before the jawbridge.

               HE-MAN, with Battle Cat, observes from just behind a ridge,
               out of sight.

               Teela looks up at the castle.

                         Sorceress!  Sorceress!

               An apparition of the Sorceress' face, with feathered
               headdress, appears before her.

                                   SORCERESS' IMAGE

               The jawbridge lowers.  Teela marches in with purpose.

                                                          PULL BACK TO:


               As Teela, on the bubble screen, enters Castle Grayskull, the
               picture breaks up.  Serepar looks to Skeletor.

                         Now, we wait for Teela's hate to
                         come to the surface; when it does,
                         the picture will clear.  You must
                         be ready to open your portal at
                         that exact moment.

               Serepar nods, watching the screen intently.


               The Sorceress is just entering, fully clothed but still
               making the final adjustments on her headdress.  She gets it
               smoothed out just as Teela marches in.

                         Sorceress, I need to talk to you...

               Teela stops short, seeing...

               ...the tears in the Sorceress' eyes.

               Teela steps closer in concern.

                         What's wrong?
                             (anger rising)
                         What did Evil-Lyn do?

                         Nothing.  It is I who did wrong.

                         You?  What did you do?

               The Sorceress goes to the steps leading up to her throne and
               sits at the bottom dejectedly.  Now Teela is really worried. 
               She sits down next to her, squeezes her shoulder.

                         What happened?

               The Sorceress is silent for a long moment, gathering herself.

                         Teela... I have something to tell

               Teela looks at her curiously.

                         You remember when Skeletor
                         accidentally sent me to another

                         How could I forget that?  The
                         Spirit of Grayskull asked me to
                         substitute for you.  To this day I
                         still have no idea why.

               The Sorceress turns to look at Teela.

                         Including myself, there have been
                         eleven Sorceresses of Grayskull.  I
                         am, however, the first Sorceress to
                         ever have a child.

                         A child?

                         Yes.  I have a daughter.  Myself
                         and the other ten Sorceresses were
                         each chosen by their predecessors. 
                         I have decided that my daughter
                         will be my successor when the time

                         Then why was I...?

               The Sorceress holds Teela's gaze as the realization dawns:


               The Sorceress nods.


               Teela is so overwhelmed by the news that it's a long moment
               before she reacts at all.  Eventually, she turns and rises
               shakily, takes a few steps away, trying to process this.

               The Sorceress watches her with trepidation.

               Teela finally finds her voice.  She does not turn; she keeps
               her back to the Sorceress:

                         Why didn't you ever tell me?

                         I felt the burden would be too
                         great for you.

               Teela takes a moment to absorb this.

                         Does anyone else know?

                         Man-At-Arms, of course.  He-Man. 
                         And Evelyn.

               Teela turns to her.

                         Who's "Evelyn?"

               The Sorceress drops her gaze, but before she can formulate
               her response, Teela realizes:

                         You don't mean Evil-Lyn?

               The Sorceress closes her eyes.

               Teela was already angry; that puts her over the top.

                         You told Evil-Lyn?  Evil-Lyn?

               Teela turns, pacing, furious now.

                         I would've understood maybe if
                         you'd told Adam, or Cringer, or
                         Orko... but Evil-Lyn?

                         Teela... there are things you do
                         not understand...

               Teela glares at the Sorceress between outrage and disbelief.

                         You do realize you just made me a
                         target, don't you?  When Skeletor
                         finds out that I'm you're

                                   EVIL-LYN (O.S.)
                         Your secret is safe with me.

               The Sorceress and Teela both turn to see...

               ...Evil-Lyn entering.  Teela, furious, turns to confront her.

                             (re:  the Sorceress)
                         What kind of spell have you put her

                         I haven't placed a spell on anyone.

                         I don't believe you.

                         It's the truth.

                         Why should I trust you?

                         Because I trust her.

               Teela turns a hard gaze on the Sorceress.

                         Right now... I'm not sure I trust
                         you, either.

               That's like a knife to the heart for the Sorceress.

                         Teela... I understand how you feel. 
                         If I was in your place...

               Teela, her face a mask of unbridled loathing, draws her

                         You don't understand anything about

               The Sorceress rises, steps between them.

                         Put down the sword, Teela.

                                                              SMASH TO:


               The image clears:  the Sorceress between Teela and Evil-Lyn.


               Serepar throws up his hands; energy bolts crackle over them.


               An o.s. flash draws everyone's attention.

               A portal opens dead center of the throne room.

               Everyone exchanges looks.  "What is this?"

               Suddenly, the Sorceress is yanked forward.

               She falls prone, being dragged towards the portal.


               She raises her hands, sending a tendril of energy from her
               fingertips to...

               ...the Sorceress.  It coils around her body.

               Evil-Lyn grabs the tendril like a rope.  She tries to hold
               her back but she's just being pulled along.  She looks to
               Teela, desperate.

                         Teela!  Help me!

               With no time to think, Teela drops her sword and dashes
               forward, grabbing Evil-Lyn's tendril like a second team
               member in tug-of-war; it doesn't make any difference.

               He-Man and Battle Cat gallop in, going around the portal to
               where Evil-Lyn and Teela are still desperately trying to pull
               the Sorceress back.  He jumps off Battle Cat and grabs the
               tendril, joining the effort.

               This stops the Sorceress' momentum, but her feet are
               literally inches from the portal.

                         Teela!  My sword!  Strike the
                         portal!  Strike the portal!

               Teela reaches behind He-Man, draws his sword and rushes the
               portal.  She slashes it; He-Man's sword is just hurled away
               in a flash of energy, blowing Teela back.

               The sword goes flying.

               Teela crumbles, momentarily stunned.

               The Sorceress manages to roll on her side and reach back,
               projecting a sparkling energy beam at the portal.

               A shock wave rushes back along the Sorceress' beam.

               It rushes up her arm and crackles over her body, stunning
               her; she falls limp.

               Evil-Lyn screams:


               Then, there's another flash from the portal.  It whiplashes
               Evil-Lyn's energy tendril like the crack of a whip; it
               literally throws both He-Man and Evil-Lyn through the air. 
               They land painfully on the stone steps leading to the throne.

               When the Sorceress' feet touch the portal, her entire body,
               but not her clothing, sparkles.  Then, in a flash, she
               vanishes, her clothing left behind on the floor.

               Evil-Lyn cries out in anguish:


               She gets up and dashes for the portal, intent on entering it,
               when Skeletor steps out; the portal snaps closed behind him. 
               She stops, glaring into his eye sockets with loathing.

                         Where is she?

               Skeletor laughs with delight.

                         I honestly don't know.  And I don't
                         care, so long as she's not here. 
                         Grayskull is mine at last!

               He-Man and Battle Cat step up next to Evil-Lyn.

                         You'll have to get through me.

                                   BATTLE CAT
                         And me!

                         How did you manage to open a portal
                         here?  Inside Grayskull?

                         As you well know, Evil-Lyn, hate
                         can be a powerful ally.  It's one
                         of the most potent of emotions.

               He gestures to Teela, getting woozily to her feet.

                         Her hatred of you allowed me to pry
                         open the door.

               Teela's jaw drops as that sinks in.

               Evil-Lyn's eyes darken.

                         You... used me...

               Skeletor laughs.

                         Yes.  You played your part well.

               That draws all eyes to Evil-Lyn.  She looks at everyone.

                         No... I didn't... I didn't have
                         anything to do with this...

                         Sure you didn't.

                         Where is the Sorceress?

                         Tell them, Evil-Lyn.  She's right
                         where you put her.

               Evil-Lyn's eyes widen.

                                                              SMASH TO:

               A RUSH OF IMAGES

               from Evil-Lyn's nightmare:

               - Skeletor on the throne, gesturing.
               - The Sorceress' grave.
               - The Sorceress' decomposing body lunging out of the ground.

                                                              SMASH TO:

               EVIL-LYN'S EYES


               BACK TO SCENE

               Evil-Lyn rushes Skeletor, howling.

               She thrusts a hand towards him, hurling a bolt of energy.

               Skeletor deflects it easily, grabs Evil-Lyn by the throat,
               lifting her off the floor, holding her up high, his hand
               tight around her throat; she gags, unable to breathe.

               Evil-Lyn yanks desperately at his hand; it doesn't budge at
               all.  She's already starting to turn blue.

               He-Man steps forward.

                         Skeletor!  You're killing her!  Let
                         her go!  Skeletor!

               Skeletor ignores him.

               Battle Cat leaps into action, charging Skeletor.

               He jumps on him, knocking him on his back, forcing him to
               drop Evil-Lyn.  She crumples to the floor, holding her neck,
               desperately gasping, coughing.

               Skeletor throws Battle Cat off him but before he can regain
               his bearings He-Man is upon him, wrestling.

               Evil-Lyn recovers enough to lift her head.

               She sees He-Man's sword on the floor.

               She stumbles to her feet, heading for it.

               Teela sees.

                         Oh no you don't...

               She breaks into a run.

               Skeletor hurls He-Man off him, rolls smoothly to his feet and
               fires a bolt of energy; He-Man dodges.

               Evil-Lyn reaches He-Man's sword, picks it up.

               Teela draws her sword, pointing it at Evil-Lyn.

                         Put it down, Evil-Lyn.

               Evil-Lyn pulls the sword back to throw.


               He-Man looks.

               Evil-Lyn throws his sword to him.

               He catches it.

                         Keep him busy!

               With that, Evil-Lyn runs out of the room.

               Teela watches her go, agape.

               Skeletor hurls more bolts of energy at He-Man; he deflects
               some of them with his sword, dodges others.

               Teela runs after Evil-Lyn.

               INT. CORRIDOR

               Evil-Lyn runs; Teela follows close behind.

                         Evil-Lyn!  Stop!

               Evil-Lyn reaches the end of the corridor; there is a massive
               double door with two foreboding skull faces on it

               Teela's sword is instantly at her throat.

                         Don't move.

               Evil-Lyn freezes; her back remains to Teela during:

                         What are you doing?

                         Do you know how to open this vault?


                         Open it.

                         What for?

                         I need the Amulet.

                         The Amulet...?!

                         It's our only hope to stop

                         If I give you the Amulet, what's to
                         stop you from using it to take
                         Grayskull yourself?

                         You have to trust me.

                         Trust you?

               Evil-Lyn raises her hands and carefully turns to face her, an
               imploring look in her eyes.

                         Teela.  What you said in the
                         desert.  You were right; I don't
                         trust anyone.  But I took a leap of
                         faith and trusted your mother. 
                         Even after all the wrong I've done,
                         she was there for me when I needed
                         someone.  Now she needs my help.

               Teela hesitates.  The sounds of the fighting drift down the
               corridor; we hear a grunt of pain from He-Man.

                         Please, Teela.  Let me help her. 
                         Take a leap of faith... and trust

               Teela locks eyes with Evil-Lyn... then makes her choice:  she
               slowly lowers her sword.

               Evil-Lyn closes her eyes, relieved.

               Teela walks over to the door, presses a bump in the stone
               wall.  A small panel slides aside revealing a handprint
               sensor.  Teela applies her hand.

               The doors open.

                         Thank you.

               Evil-Lyn dashes into

               INT. THE VAULT

               Teela watches from the door with trepidation as Evil-Lyn
               desperately scans the room.  Then she sees it:

               The Amulet on a shelf.

               She grabs it, takes a deep breath, and puts it on.  The
               moment she ties it behind her neck, it begins to glow, the
               glow quickly spreading over Evil-Lyn's entire body.  She
               throws out her arms, tilting her head back, gasps...

               As Teela watches there's a blinding flash; Teela protects her
               eyes with her forearm.  When the glow fades, she lowers her
               arm and looks.

               It looks like the Sorceress standing with her back to her,
               but as she slowly turns around it's revealed to be Evil-Lyn
               in the outfit, still wearing the Amulet.

               Teela's jaw drops, eyes widening.

               Evil-Lyn looks down at herself.

               Teela's not sure how to react to this.

               Evil-Lyn raises her head, her features determined.  She
               extends her arms straight out to her sides and transforms
               into a falcon; she flaps her wings and swoops out.

               The falcon flies over Teela; she runs after it.

               INT. THRONE ROOM

               Skeletor thrusts his open palm at He-Man, firing a massive
               bolt of energy.

               It knocks He-Man back, skidding along the floor to where
               Battle Cat lays, already unconscious.

               Skeletor moves in for the kill.  He looks down at the
               helpless He-Man at his feet.

                         Only now, at the end, do you

               He reaches down powerfully and grabs He-Man by the throat,
               hauling him to his feet.  As Skeletor starts to squeeze He
               Man's neck, we hear the cry of the falcon.  He-Man and
               Skeletor both look.

               The falcon flies into the throne room, hovers before them,
               flapping wings extended out to its sides, then it transforms
               back into Evil-Lyn in the Sorceress' outfit.

               He-Man can't believe his eyes.  For his part, Skeletor just
               sneers, dropping He-Man to his knees.

                         Am I supposed to be impressed that
                         you know where the Sorceress'
                         closet is?

               Evil-Lyn seems remarkably calm when she speaks:

                         Where is the Sorceress?

                         How should I know?

               Evil-Lyn clasps her hands over her head, as we saw the
               Sorceress do earlier.

               The beam of energy projects from them, hammering Skeletor to
               the floor.  He looks up at her in astonishment.

               Teela dashes in, observes Evil-Lyn pinning Skeletor.

                         Where is she, Skeletor?

                         I don't know.

                         You opened the portal; you must
                         know where it goes.

               Evil-Lyn spreads her hands apart.

               Skeletor finds himself encased in a spherical force field
               which lifts him off the floor and up towards the ceiling.

               Skeletor tries to zap the "bubble" but his magic has no
               effect whatsoever.  He's starting to get worried now.

                         Let me out of here, witch!

                         Not until you tell me what's become
                         of the Sorceress.

                         I don't know!

                         Then how did you open that portal?

                         I didn't.  Serepar did.

               Evil-Lyn's eyes widen.


               He-Man notices Evil-Lyn's reaction.

                         Who is Serepar?

                         A powerful sorcerer Skeletor worked
                         with a long time ago.  He turned on
                         him.  Skeletor barely escaped with
                         his life.

               Evil-Lyn closes her hands into fists over her head.

               The bubble shrinks a bit.  Skeletor is beginning to find it a
               little crowded.

                         What has he done with her?

                         I don't know!  All he wanted was to
                         capture the Sorceress powerless; he
                         didn't say why.


                         Why would he want the Sorceress
                         without her powers?

                         How should I know?  I didn't care
                         what he wanted her for so long as
                         he got her out of my way!

               Evil-Lyn scowls.  She slowly lowers her fists.

               The bubble starts to shrink.  In genuine fear now, Skeletor
               tries desperately to hold it back but it defies his strength. 
               By the time it stops shrinking Skeletor's limbs are twisted
               into some very uncomfortable positions.

               Evil-Lyn now holds her fists straight out in front of her. 
               She glares at Skeletor ominously:

                         If any harm comes to her... you
                         will suffer just as greatly as she. 
                         For now, it would be in your best
                         interest... if you got out of my

               Evil-Lyn raises her hand and pushes toward the exit; the
               bubble carries Skeletor out.

               EXT. CASTLE GRAYSKULL

               The jawbridge opens and Skeletor emerges, still in the
               bubble.  Then the bubble quickly accelerates, hurtling out of
               sight over the horizon in seconds.


               Evil-Lyn lowers her hand, then closes her eyes, sags, then
               drops to her knees.  Again, her body glows and there's a
               flash... and Evil-Lyn returns to her normal clothing.

               He-Man and Teela go to her, squat down next to her.

                         Are you all right?

                         I think so... just a little weak...

               He-Man looks up.

                         Battle Cat...

               He goes to him.  Teela turns to Evil-Lyn, confused.

                         How did you...?

                         I don't know... it just... happened
                         when I put the Amulet on...

               Just then, a face appears above, looking down upon them:  the
               SPIRIT OF GRAYSKULL.

                                   SPIRIT OF GRAYSKULL
                         I granted you the power of the
                         Sorceress of Grayskull long enough
                         to drive Skeletor from my walls.

               Teela helps Evil-Lyn to her feet.  Evil-Lyn takes a deep
               breath, then faces the Spirit.

                         Spirit of Grayskull.  You must
                         grant me those powers again.  I can
                         use them to find the Sorceress.

                                   SPIRIT OF GRAYSKULL
                         I cannot.  You felt how much the
                         power drained you.  You can only
                         withstand it for a short time.
                         Only the current Sorceress of
                         Grayskull herself can immerse you
                         in the Pool of Power, and that is
                         the only way the power can be
                         granted permanently.  I can,
                         however, permit you to use the
                         power of the Amulet to amplify your
                         own abilities.

                         What do I do?

                                   SPIRIT OF GRAYSKULL
                         Follow your heart.  Only your love
                         can find her.

                         I... don't understand...

                                   SPIRIT OF GRAYSKULL
                         That is all I know.

               The Spirit of Grayskull turns to Teela.

                                   SPIRIT OF GRAYSKULL
                         Teela.  There is no guarantee, even
                         with Evelyn's help, that your
                         mother will ever be found.

               He-Man's eyes snap to the Spirit at the word "mother."

                                   SPIRIT OF GRAYSKULL (CONT'D)
                         If she is not... are you ready to
                         take her place?

               Teela takes a deep breath, then nods gravely.


                         Wait.  You know that...?

                         The Sorceress is my mother?  Yes. 
                         She told me.


                         I'm not sure.

                         It was my idea.

               He-Man and Teela both look at her, taken aback.

                         I didn't think it was fair to keep
                         the knowledge from you.  We...
                         argued about it.  The last words we
                         exchanged... were in anger.

               The hurt in Evil-Lyn's eyes is profound.

                         I must find her.

               He-Man is deeply bewildered.  The Spirit of Grayskull notices
               his consternation.

                                   SPIRIT OF GRAYSKULL 
                         He-Man.  I know you must have many
                         questions, but there are things to
                         be done and time is of the essence.

               He-Man nods.

                         I understand.

               The Spirit of Grayskull indicates Evil-Lyn with a nod.

                                   SPIRIT OF GRAYSKULL
                         You will grant her any request to
                         assist in her search for the

                         Of course.

                                   SPIRIT OF GRAYSKULL
                         One last thing.  Teela is not
                         experienced in magic, and without
                         the Sorceress I cannot immerse her
                         in the Pool of Power; if the
                         Sorceress is not found and Teela
                         must take her place, I will need to
                         train her to use her power; that
                         will take time.  Until her training
                         is complete, everyone in this room
                         will need to play a part in
                         defending Grayskull.  He-Man. 
                         Having been granted the Sorceress'
                         power, Evelyn already knows your
                         secret.  Now, you must reveal it to
                         Teela.  She must know who you are
                         so you can be found quickly if

               He-Man is shocked at the command... but nods.

                         As you wish.

               The Spirit of Grayskull vanishes.  Teela looks at He-Man.

                         "Who you are?"

               He-Man can't help but smirk a little.

                         This is going to be a bit of a
                         shock to you...

               He draws his sword, holding it over his head.

                         Let the power... return!

               The sword flashes with energy.  Then, He-Man fades, revealing
               Prince Adam.  Then, he points the sword at Battle Cat; a
               flash of energy jumps from Battle Cat to the sword, and he
               transforms back into Cringer.

               Flabbergasted, Teela slowly walks up to Adam... angry.

                         The Sorceress is my mother.  He-Man
                         is Prince Adam.  How many more
                         things in my life are a lie?


               She holds up a hand, shakes her head, scoffing, and marches
               out of the room.  Adam moves to follow.

                         Adam... I think she needs to be

               Reluctantly, Adam nods.

                         Go keep an eye on her, old cat.

               Cringer nods and follows Teela.  Adam turns to Evil-Lyn.

               Just then, something catches her eye.

               The Sorceress' clothing, still lying on the floor.

               Evil-Lyn slowly approaches it, then bends down and picks up
               her headdress.  She gently lifts it and briefly holds it to
               her face.  She closes her eyes, inhaling the Sorceress'
               scent.  Then, she holds it tenderly in her hands, looking at
               it with profound determination.

                         I will find you, Teela Na.  I

               Adam steps up behind her, compassion in his eyes.  Quietly:

                         Anything I can do to help?

               Evil-Lyn collects her composure, then turns to face him.

                         You can help me find information. 
                         Come with me.

               Evil-Lyn picks up the rest of the Sorceress' clothes and
               starts walking with purpose; Adam follows.

                         We should ask Zodac; he should know
                         where she was taken.

                         He can't know.

                         But he observes everything that
                         happens in the Universe.

                         She's no longer in our Universe.

                         What do you mean?

               She indicates the Sorceress' clothes.

                         The Sorceress vanished right out of
                         her clothes.  Only a quantum portal
                         does that.

                         "Quantum portal?"

                         It would take too long to explain. 
                         In short, there are virtually an
                         infinite number of Universes, each
                         representing a different possible
                         chain of events; she could be in
                         any one of them.

                         Then how do we find her?

               Evil-Lyn sighs, troubled.

                         I'm hoping the answer lies
                         somewhere in Grayskull's Library of
                         History.  If I can find information
                         on Serepar's last visit to Eternia,
                         I might be able to determine how he
                         got here the first time.

                         And lead us to his Universe.

                         And Teela Na.

                         But there's no guarantee the
                         information you need will be there.

                         Then I'll search every book of
                         history, every book of spells until
                         I discover a way to find her.

               Adam is impressed with Evil-Lyn's determination.


               Teela stands at the window, gazing out across the wasteland,
               still fuming.  Then, she hears a faint rustling behind her. 
               Instinctively, she draws her sword, whips around...

               Cringer at the door.  He pulls back a step.

                         It's just me!

               Teela glares at him, sheathing her sword.

                         What do you want?

                         Adam wanted me to make sure you
                         were OK.

               Teela scoffs.

                         You want to talk?

                         Not with you.

               She says it with such contempt that Cringer flinches.

                         Why are you mad at me?

               Teela laughs mirthlessly.

                         Why?  I feel like everybody got
                         together and said, "Let's not tell
                         Teela anything about her life." 
                         And you are just as big a liar as
                         the rest of them... Battle Cat.

                         Believe me, I don't like it any
                         more than you do.  Being Battle
                         Cat, I mean.

                         So why didn't you ever tell me? 
                         Why didn't Father?  The Sorceress? 
                         Why did everyone keep all this from
                         me?  What did everyone think I
                         would do?  Broadcast it all over
                         the planet?  Does nobody trust me?

                         We trust you.

                         Doesn't seem like it.

                         The more people know a secret, even
                         good people, the greater the chance
                         that secret will get out.

                         Ha!  So now I'm getting a lecture
                         on secrets from the Cringer.

               There's a flash of anger in Cringer's eyes.  He steps
               forward, confronting Teela directly.

                         You were the one who gave me that
                         name.  I don't like it.

               Teela is a little taken aback by Cringer's chutzpah.

                         Well... it just kind of came out...
                         you were always cringing at

                         You think I like being afraid?  You
                         ever stop and think what it feels
                         like to live in fear all the time? 
                         You'd be a "cringer" too if a
                         sabrecat ten times your size tried
                         to eat you!

               Teela's anger dissolves somewhat in guilt.

               Cringer looks at her compassionately, then walks up to her
               and rubs his face against her legs, the way any affectionate
               cat does.  He looks up at her.

                         Teela... we do trust you... but we
                         have to be careful... if we told
                         you, and Skeletor or any of his
                         minions happened to overhear...

               Cringer's customary fear returns.

                         I don't even want to think about
                         it.  Facing him as Battle Cat is
                         hard enough without him coming
                         after me as... Cringer...

               Teela's eyes fill up a little.  She crouches down to him,
               scratches him behind the ears; he scrunches up his face in

                         When we needed you, you've always
                         been there for us... even when you
                         were afraid.  That's real courage.

               Cringer looks up at her.

                         Being brave isn't about not being
                         afraid... it's about doing what you
                         must... even when you are.

               Teela shakes her head sadly.

                         I'm so sorry, old cat.  For giving
                         you that name.

               Cringer nods.

                         It's OK.  I'm used to it.  Besides,
                         it kind of came in handy.


                         Well... who'd ever believe that
                         "the cringer..." is Battle Cat?

               Teela and Cringer share a chuckle at that, then Teela pulls
               Cringer into a big hug.  Cringer smiles, purrs, feeling a
               little better about himself.

               Teela releases Cringer, sits down wearily in a nearby chair.

                         I shouldn't be mad at you; I should
                         be mad at myself.

               Teela puts her head down on her arm.

                         It's my fault all this happened.

                         Your fault?

                         Skeletor said he used my hatred of
                         Evil-Lyn to open that portal here. 
                         I... shouldn't have come...

                         You couldn't have known.

                         It doesn't matter.  I was the
                         catalyst.  The Sorceress wouldn't
                         have been captured if not for me.

               Teela sits up, sitting back in the chair dejectedly.

                         And now, the only person who has
                         any hope of finding her... is Evil

               Cringer puts his head comfortingly on Teela's lap.

                         She saved He-Man's life.  And mine. 
                         I think she deserves the benefit of
                         the doubt.

               Teela nods uncertainly.  She bends over and puts her head on
               top of Cringer's, petting him softly.

                                                           DISSOLVE TO:


               EVIL-LYN IN THE LIBRARY, books open all over a table.  She
               reads one intently, holding her temples.  Behind her, Adam is
               pulling books off the shelves, looking at them, putting them
               back.  He finds one, brings it over to her; she looks up long
               enough to take it, nodding thanks, then goes back to reading.

               TEELA IN THE THRONE ROOM, sitting on the throne.  The Spirit
               of Grayskull floats beside her as she puts her fingers to her
               temples, concentrating on the crystal floating before her
               (just as we saw her do in "Teela's Triumph").

               EVIL-LYN BACK IN THE LIBRARY.  This time there are scrolls
               and computer cartridges interspersed with the books and
               there's a computer on the table.  She's in front of the
               computer, picking up a cartridge and inserting it, then
               picking up a scroll, consulting it.

               TEELA IN THE SORCERESS' STUDY with the Spirit of Grayskull. 
               She holds up her hand; a computer cartridge on the desk flies
               into her hand.  The Spirit of Grayskull nods approvingly. 
               Adam arrives at the door.  Teela sees him, gives him a
               hostile look.  He lowers his gaze uncomfortably and leaves.

               EVIL-LYN WITH A SPELL BOOK, standing before the Mystic
               Mirror.  Images of different worlds appear in the Mirror;
               each time Evil-Lyn waves her hand at it the image changes.

               EVIL-LYN IN THE THRONE ROOM.  She directs energy from her
               fingertips to the spot where the portal was.  Adam and
               Cringer watch.  A portal opens briefly, then fizzles out. 
               Evil-Lyn closes her eyes, lowers her head.  Reveal Teela
               watching off to the side, unseen by Evil-Lyn.

               Cat and Orko looking on.  Both Zodac and Zanthor shake their
               heads.  Evil-Lyn drops her eyes in discouragement.

               EVIL-LYN WITH MAN-AT-ARMS in the throne room, this time using
               a combination of one of Man-At-Arms' inventions and her magic
               to attempt to open the portal.  The same thing happens as
               before; it starts to open, then fizzles out.

               EVIL-LYN IN THE SORCERESS' STUDY, going through the row of
               books on the back shelf.  She opens one, looking hopeful,
               then her expression sags.  She closes the book and slams it
               down on the table in frustration.  She sinks into a nearby
               chair, buries her face in her hands.

                                                           DISSOLVE TO:

               INT. EVIL-LYN'S CHAMBER - NIGHT

               Evil-Lyn sits on the bed with a very old looking spell book
               in her hands.  She looks exhausted; her hair is a tangled
               mess and there are circles under her eyes.  Her eyes start to
               drift closed.  She forces them open, shakes her head to clear
               it, presses the heels of her hands into her eyes.

               When she looks up, her eyes land on...

               ...her stereo, microphone and electric piano keyboard.

               She sits up a little straighter as an idea hits her.  She
               tosses the book on the bed, gets up.


               Evil-Lyn is on her knees, just plugging the last cable into
               her keyboard, stereo and computer setup which she now has in
               the middle of the throne room aimed at the throne.

               Exhausted, she drags herself to her feet, comes around and
               sits in the chair before the keyboard.  She reaches over and
               powers up the computer and stereo, presses a few keys; the
               music echoes through the great room.  She softly taps the
               microphone on the stand in front of her; it's working.

               Evil-Lyn grips the sides of the keyboard, bows her head,
               barely able to keep herself upright.  She takes a deep breath
               and forces herself to sit up straight.  She looks up at...

               ...the empty throne.

               Sadness crosses her eyes.  She closes them, gathering

               She takes a deep breath, then leans to the microphone,
               speaking strengthlessly:

                         Teela Na.  Can you hear me?  Are
                         you still here?  Somewhere...?

               Evil-Lyn looks up hopefully, but there is no response.

               Unseen behind her, Teela steps from a small corridor having
               been drawn by the sound.  Her brow furrows in puzzlement
               seeing Evil-Lyn sitting there in front of the stereo.  Teela
               stops, watching from her hidden vantage point.

               Evil-Lyn lowers her eyes, discouraged.  She lowers her head,
               then takes another deep breath and lifts herself up, speaking
               into the microphone again:

                         Teela Na.  I... I've tried
                         everything I know.  I've gone
                         through hundreds of books, scrolls,
                         computer files... I consulted with
                         Zodac and Zanthor... I tried using
                         technology... I even read the
                         journals of the previous
                         Sorceresses.  I... don't know what
                         else to do...

               Evil-Lyn looks over her equipment.

                         The Spirit of Grayskull said...
                         only my love can find you.  And you
                         told me... that my music... brings
                         out the true me.  If that's true...
                         then this is the only way I can
                         think of... that might reach you...

               Evil-Lyn puts her fingers on the keyboard, closes her eyes.

                         I didn't write this song... but I
                         made a few changes to the lyrics. 
                         Call it my way of telling you
                         things about me... I never got to
                         tell you... if you can hear me...
                         wherever you are...

               She opens her eyes... and begins to play (Meat Loaf, "Objects
               in the Rearview Mirror May Appear Closer Than They Are"). 
               The music echoes and flows through the labyrinthine corridors
               of the castle...

               Teela looks on, intrigued.

               Then, softly:

                         The skies were pure and the fields
                         were green,
                         The sun was brighter than it's ever
                         When I grew up with my best friend
                         We were close as any sisters that
                         you ever knew.

               She begins to gather strength as she sings:

                         It was always summer and the future
                         We were ready for adventures and we
                         wanted them all.
                         There was so much left to dream and
                         so much time to make it real.

               She closes her eyes, passion building:

                         But I can still recall the sting of
                         all the tears when she was gone.
                         They said she crashed and burned;
                         I know I'll never learn why any
                         girl should die so young!

               Teela looks on, compassion in her eyes.

               For a moment, Evil-Lyn sings loud and strong:

                         We were racing, we were soldiers of
                         We got in trouble but we sure got
                         There are times I think I see her
                         peeling out of the dark;
                         I think she's right behind me now
                         and she's gaining ground...

               Evil-Lyn opens her eyes, filled with the sadness of days gone
               by... and now, softly:

                         But it was long ago and it was far
                         away, oh God it seems so very far,
                         And if life is just a highway, then
                         the soul is just a car...
                         And objects in the rear view mirror
                         may appear closer than they are,
                         And objects in the rear view mirror
                         may appear closer than they are...

               Teela takes a step forward, now fully in the room.

                         And objects in the rear view mirror
                         may appear closer than they are;
                         Objects in the rear view mirror may
                         appear closer than they are...

               Teela is now much closer.  Evil-Lyn doesn't notice, now
               totally immersed in the music.

                         They are...

               Teela stops; she can see Evil-Lyn's face clearly now.

               Evil-Lyn's expression changes.  Angry.  There's an edge in
               her voice:

                         And when the sun descended and the
                         night arose,
                         I heard my father cursing everyone
                         he knows.
                         He was dangerous and drunk and
                         And corroded by failure and envy
                         and hate.

               Teela freezes, rapt.

                         There were endless winters and the
                         dreams would freeze,
                         Nowhere to hide and no leaves on
                         the trees,
                         And my father's eyes were blank as
                         he hit me again and again and

               Teela gasps softly at those haunting words.  Evil-Lyn's anger
               starts to build:

                         I know I still believe he'd never
                         let me leave; I had to run away
                         So many threats and fears, so many
                         wasted years before my life became
                         my own!

               Now, she pounds the keys, almost shouting her words with the
               fury born of a lifelong pain:

                         And though the nightmares should be
                         Some of the terrors are still
                         I'll hear that ugly coarse and
                         violent voice,
                         And then he grabs me from behind
                         and then he pulls me back...

               Teela's eyes fill.  She takes a careful step forward.

               Evil-Lyn still doesn't notice her, her eyes now too full of
               tears to see as she struggles to continue in a voice once
               again drained of strength:

                         But it was long ago and it was far
                         away, oh God it seems so very far,
                         And if life is just a highway, then
                         the soul is just a car,
                         And objects in the rear view mirror
                         may appear closer than they are,
                         And objects in the rear view mirror
                         may appear closer than they are...

               Teela takes a step around her, not quite in front of her but
               close enough that if she looks up she may see her...

                         And objects in the rear view mirror
                         may appear closer than they are,
                         And objects in the rear view mirror
                         may appear closer than they are...

               Now the music picks up in intensity.  Evil-Lyn, her
               frustration and pain boiling over, crying openly now,
               bludgeons the keys again, pouring all her feeling into the
               music echoing throughout the halls of the castle.

               Teela steps closer still.  Everything in her body language
               says she wants to reach out to Evil-Lyn but she hesitates.

               Suddenly, Evil-Lyn's eyes snap up to meet hers.

               Teela locks into her gaze.

               Evil-Lyn's face is unreadable; we don't know how she feels
               about Teela's presence.  However she feels about it, it
               doesn't stop her from playing.  After a moment, she returns
               her attention fully to her keyboard, pounding out the melody
               with abandon.

               Teela, feeling like she's intruded, begins to back away.

               Evil-Lyn looks to her again.

               Teela stops.

               Then, Evil-Lyn looks up at...

               ...the empty throne.

               Teela stands watching, uncertain...

               The music reaches a crescendo, then again drops in intensity. 
               Evil-Lyn, her eyes locked on the throne, sings softly:

                         You were a beauty living on the
                         edge of town;
                         You were there to lift me up when I
                         I was falling down,
                         And you taught me everything I'll
                         ever know,
                         About the mystery and the muscle of

               Evil-Lyn turns to Teela again, locking eyes with her, singing
               these words directly to her:

                         Under the glimmering stars and the
                         full moon light,
                         I'm in the back seat with my Teela
                         and we held on tight,
                         And the signs along the highway all
                         said, "Caution!  Kids At Play!"

               Teela seems confused.  "What's she trying to tell me?"

               Evil-Lyn breaks eye contact, closing her eyes, seeming to
               relive the memories in her mind's eye as she sings with
               rising passion:

                         Those were the rights of spring and
                         we did everything,
                         There was salvation on that night,
                         We got our dreams reborn and our
                         upholstery torn,
                         But everything we tried was right!

               Evil-Lyn is starting to sweat now with the intensity of her
               emotion, belting it out with everything she has:

                         You used your body just like a
                         bandage, you used my body just like
                         a wound!
                         I'll probably never know where you
                         But I can see you rising up
                         Out of the back seat now
                         Just like an angel rising up from a

               There is no longer any hatred or mistrust left in Teela's
               eyes.  She's finally starting to understand:  she's seen
               Evelyn behind the shell of Evil-Lyn.

               Again, the strength goes out of Evil-Lyn.  Softly:

                         It seems so long ago and so far
                         away, oh God it seems so very far,
                         And if life is just a highway, then
                         the soul is just a car,
                         And objects in the rear view mirror
                         may appear closer than they are,
                         Objects in the rear view mirror may
                         appear closer than they are,

               Teela slowly walks up to Evil-Lyn...

                         Objects in the rear view mirror may
                         appear closer than they are;
                         Objects in the rear view mirror may
                         appear closer than they are...

               Evil-Lyn opens her eyes, looks up at Teela wearily...

                         She used her body just like a
                         bandage, she used my body just like
                         a wound...

               She looks back to her keyboard, tears rolling down...

                         I'll never know where she

               She closes her eyes, slowly tilts her head back as she sings
               the final lines:

                         But I can see her rising up
                         Out of the back seat now...

               Finally, as the echo of the music decays throughout the
               castle's halls, Evil-Lyn loses her strength, switching off
               her keyboard and sagging forward slowly until her forehead
               rests on her arms.  She sobs.

               Teela comes over, carefully squatting down next to her.  Evil
               Lyn is pale and frail-looking, totally spent.

               Gingerly, Teela reaches out and puts her hand on Evil-Lyn's
               shoulder.  Evil-Lyn doesn't react at all.

               Finally, softly:

                         I didn't know.

               Evil-Lyn opens her eyes.

                         Neither did I.  She did.  She knew. 
                         She was the one... who told me...
                         what it was I was feeling.

               Evil-Lyn looks up to Teela, despondent.

                         I never even got to say... "I love

               Teela strokes her hair comfortingly.

                         She knew.

                         That's not the point.  I just
                         want... to be able to say the words
                         to her... and now... I'll never see
                         her again...

                         You don't know that.

                         I don't know how to find her... I
                         don't even know where to begin...

               Teela stands, gently pulling Evil-Lyn's shoulder.

                         Come on.  You need rest.

                         No... I can't... I have to keep
                         looking... I have to...


               Again, the use of her proper name bores into her.

                                   TEELA (CONT'D)
                         You're not going to do her any good
                         in this condition.  You need sleep. 
                         You can try again after you rest.

               Evil-Lyn closes her eyes, ready to fall asleep right here
               with her head down on her keyboard.

               Teela gently pulls her to a sitting position, reaches under
               her and picks her up.  Evil-Lyn is so tired that she's
               reduced to speaking almost like a child.

                         I do love her, you know.

                         I know.

               Teela carries her out of the throne room.

                                                           DISSOLVE TO:

               INT. CORRIDOR

               Teela is carrying Evil-Lyn past a door.  When she sees it,
               she says weakly:

                         In there.

               Teela stops, looks at the door.

                         The Sorceress' bedroom?

               Evil-Lyn is almost too sleepy to form coherent thoughts:

                         I smell... her scent in there... I
                         want... to remember... I...

               Compassionately, Teela nods and carries her into


               She carries her over to the Sorceress' bed, lays her down on
               it.  Exhausted, only half aware of what's going on, she
               sniffs the pillow, then lays her head down and starts to cry.

               Teela watches her, heartbroken, wanting to help but not sure
               what to do.  Then her eyes land on...

               ...the clothes the Sorceress was in when she was taken, lying
               across the bedroom throne.

               She slowly walks over, picks up the Sorceress' headdress,
               then brings it over to Evil-Lyn.


               Evil-Lyn turns, sees what Teela has, takes it gently.

                         This is the one she was wearing...

               Evil-Lyn lays it reverently on the pillow next to her, lays
               her cheek on it, stroking it.

                         Teela Na...

               A tear drops from her eyes onto the headdress.  She doesn't
               notice at first when it begins to glow.

               But Teela notices.  She steps closer.

               The glow is growing.  By the time Evil-Lyn notices it, the
               whole headdress is glowing softly.  Evil-Lyn sits up
               abruptly, suddenly very much wide awake.  She just has time
               to exchange a look with Teela when...

               FLASH!  Like a flashbulb that momentarily fills the room,
               then the headdress glows blinding white; it's hard to look
               at.  Evil-Lyn and Teela blink to clear their vision as the
               energy on the headdress suddenly leaps off of it into the
               center of the room.  The turn to see:

               It's formed a portal in the center of the room.

               Teela and Evil-Lyn are still a little shocked; they just
               stare at it.

               We go THROUGH THE PORTAL to:

               INT. ROOM

               Stone, no window or door, desk and bed in opposite corners.

               At the desk, turning to look at the portal, is Serepar.

               Naked on the bed, hair wild and unkempt, the Sorceress, body
               (not her face) covered in bruises.  She sits bolt upright.

               Confused for a split second, Serepar and the Sorceress
               exchange a look.  Then in the Sorceress' eyes an almost
               demented determination as she leaps to her feet.

               Serepar jumps up, dashing forward, bellowing:


               But the Sorceress reaches the portal first.  She leaps into
               it and her body sparkles and vanishes.

               The portal closes just as Serepar reaches it; he runs into
               the stone wall, enraged, pounding it with both fists.


               We hear his cry echo off through the halls of Grayskull as
               the portal slams shut.

               Evil-Lyn and Teela turn their attention to the Sorceress.

               She lays on the floor, looking up at them in disbelief.

               They approach her slowly.

               She looks from one to the other, a desperate, haunted look in
               her eyes.

                         Help me...

               They step up to her, reaching out to her.  The moment they
               touch her, she surges forward, embracing both in a desperate
               grip, like a drowning woman thrown a life preserver.  She
               weeps openly like a child, holding on to Teela and Evil-Lyn
               for dear life.  She pleads:

                         Please don't let him hurt me... no
                         more... please... he'll find me...
                         don't let him find me...

               Teela and Evil-Lyn are both overcome by the obvious intensity
               of the Sorceress distress.

                         Oh Teela Na... what did he do to

                         Please... help me...

                         You're safe, mother... you're at
                         Grayskull... you're safe... we've
                         got you... you're safe now...

               Just then, He-Man arrives, sword drawn.

                         I thought I heard...

               He stops short, seeing the Sorceress.

               She looks up, seeing him.


               Serepar with a scepter in his hand, same position as He-Man.

               BACK TO SCENE

               The Sorceress hurls Teela and Evil-Lyn away; she scurries
               like a terrified animal into the corner farthest from the
               door, yelling:

                         Help me!  Somebody!  Please...!

               Teela and Evil-Lyn go to her, trying to both comfort and
               restrain her.  This time when they touch her, she struggles
               against them, delirious:

                         No!  Let me go!  Get me out of
                         here!  Please!

                         Teela Na!  It's us!  Teela and

               She looks from one to the other, wild-eyed.

                         You're back at Grayskull, mother!

               Finally, the Sorceress is starting to realize:


                         Yes!  You're home!

               The Sorceress looks into Evil-Lyn's eyes... then Teela's...
               then her knees start to buckle.  They catch her as she
               dissolves into body-wracking sobs, throwing her arms around
               them both in a grip of desperation.

               Evil-Lyn and Teela surround her with their bodies
               protectively... she holds them tightly, clinging...

                                                           DISSOLVE TO:


               The Sorceress is now dressed in a pink bath robe (it matches
               the style of her nighties) sitting on the edge of her bed. 
               Teela and Evil-Lyn sit on either side of her, arms around
               her.  Her face is tear streaked and her eyes red and puffy.

               He-Man enters with a glass of water, hands it to her.

                         Thank you.

               She takes it gratefully and takes a sip.

                         Sorceress... why did you...?

                         Run from you?

               He-Man nods.

                         It wasn't you.  I flashed on a
                         very... vivid memory.

               The Sorceress closes her eyes, takes a deep breath, takes a
               moment to compose herself, then turns to Teela.

                         Teela.  Go to my lab.  Bring a DNA
                         kit.  You know how to use one?

                         Well, yes... but... why?

                         I need you to collect a DNA sample.

                         From where?

               The Sorceress glances down.

                         Inside me.

                         We already have your DNA on file.

                         Not mine.

                         Inside you...?

               Suddenly, everyone realizes the horrifying implications of
               the Sorceress' request.


               The Sorceress closes her eyes.

               The anguish in Evil-Lyn's eyes for her is the kind of anguish
               born of a woman who's had the experience.

                         Oh, Teela Na...

               He-Man is stunned.

                         He went to a lot of trouble... to
                         get you.  Why?

               The Sorceress opens her eyes but doesn't look up.

                         He said... it excited him to think
                         of dominating the most powerful
                         woman in the Universe...

               Evil-Lyn is stricken to the point of looking physically ill.

                         And now... I carry his child.

               Everyone's eyes snap to her in shock.  Teela shakes her head.

                         How could you know that?  It's only
                         been days...

               The Sorceress meets Teela's gaze.

                         Now that I'm within the walls of
                         Grayskull... I know what is in my
                         womb.  That is why he took me... to
                         produce a child for him.  I bear
                         him a daughter.

               Finally, something in Evil-Lyn seems to snap.  She looks up
               with a fiercely depraved look in her eyes.

               The Amulet, still around her neck, begins to glow... the
               Sorceress sees, is about to speak, when:

               Evil-Lyn leaps to her feet, howling in rage.  She's again
               enveloped in a glow, red this time.

               There's a FLASH and Evil-Lyn is once more transformed,
               wearing an outfit like the Sorceress' with one very dramatic
               exception:  this one is black, like a raven.

               The Sorceress is horrified.  Softly, to herself:


               Evil-Lyn spreads out her arms and transforms into a raven.

               EXT. CASTLE GRAYSKULL

               She swoops out of the Sorceress' bedroom window and flaps
               hard, quickly gaining speed.  Soon, she is lost in the
               blackness of the night, the only trace of her the haunting
               call of the raven...


               The Sorceress puts down her water and immediately leaps up,
               casting off her bath robe and dashing for her clothes on the
               bedroom throne.

                         Where are you going?

               The Sorceress gets dressed swiftly as she speaks:

                         We have to stop her!

                         Why?  What...

                         She plans to kill Skeletor.

               Shocked reactions from He-Man and Teela.

                         Are you sure?

                         Yes.  I could see the image in her
                         mind.  If we don't stop her, she's
                         going to use the power of the
                         Amulet of Grayskull to commit a
                         murder!  We cannot let that happen!

               He-Man nods.

                         Transform into Zoar; I'll follow
                         you on Battle Cat.

                         There's no time.  Besides, I cannot
                         transform; it would destroy the
                         physical evidence that is... on me. 
                         I must retain my Human form; I'll
                         need the Crystal of Allenar.

                         You're going personally?

                         I must; I'm the only one she might
                         listen to.

                         Then I'm going, too.

               The Sorceress, now fully dressed, grabs her headdress off the
               bed, putting it on and straightening it out as she speaks:

                         No.  You must continue training. 
                         If anything happens to us, you'll
                         be Grayskull's only guardian.


                         Please, Teela!  I need you here!

               Teela hesitates, nods, reaches out, holds her mother close.

                         Mother... I'm sorry... for all the
                         terrible things I said...

                         It's all right.  Mothers and
                         daughters have been fighting since
                         long before Castle Grayskull stood. 
                         But through it all... they still
                         love each other.

               Teela kisses her mother's neck.

                         Be careful.

                                                           DISSOLVE TO:


               A portal opens at the base; the Sorceress, He-Man and Battle
               Cat step out.

               Battle Cat looks up.

                                   BATTLE CAT
                         I thought this portal opened at the

                         Only when Skeletor is not here;
                         when he is, his defenses against
                         portals are formidable.

               Then, they hear the cry of a raven; they look up.

               It's Evil-Lyn in her raven form making a beeline for the
               Snake's head.

                         Oh no.  I've got to get up there

                         Cat, carry her to the top as fast
                         as you can; I'll follow.

                                   BATTLE CAT

               The Sorceress jumps on Battle Cat's back and he leaps onto
               the side of Snake Mountain.

               He surges upward with his natural climbing skill, the
               Sorceress holding on to his saddle tightly.

               At the bottom, He-Man starts climbing as fast as he can.


               slammed into a wall by a bolt of energy.

               REVEAL he's in a fight with Serepar.  Enraged, Skeletor
               lunges off the wall, hurls a bolt back, slamming Serepar in
               the chest, sending him skidding across the floor.  He jumps
               right back to his feet, hands up, ready to throw more bolts.

               Skeletor has his hands up, ready to defend himself.

               Serepar virtually snarls at him.

                         How did they find me?

                         How am I supposed to know?

                         I think you betrayed me to them!


                         You'd betray your own mother, if
                         you even have one, to serve your
                         own ends.

                         True.  But I have nothing to gain
                         by betraying you.  All I wanted was

                         And you couldn't even manage to
                         hold it for a measly five minutes!

                         It wasn't my fault!  How was I to
                         know Evil-Lyn would be able to use
                         the Sorceress' powers?

               Just then, the cry of the raven.  They both turn.

               The raven enters, hovers, wings spread, then it transforms
               back into Evil-Lyn in the black sorceress outfit.

                         Speak of the devil.

               Evil-Lyn says nothing, but her eyes flash with recognition
               seeing Serepar.  She walks slowly, ominously, closer.

                         What's the matter, my dear?  Battle
                         Cat got your tongue?

               Evil-Lyn continues her silent approach, her eyes locked on
               Serepar, ignoring Skeletor completely.  Which Skeletor
               doesn't like.  At all.

                         You dare ignore the mighty

               The Amulet glows.  Without looking, Evil-Lyn thrusts a hand
               out, hurling a red bolt of energy at Skeletor which slams him
               to the floor.  Only then does she slowly turn her attention
               to him.  She bends down, grabs the now badly winded Skeletor
               by his harness and holds him nasal cavity-to-nose with her:

                         Shut... the fuck... up...

               With that, she hurls Skeletor across the throne room to slam
               against the wall; he drops to the floor, stunned.

               Serepar smiles wryly at Evil-Lyn.

                         Long time no see, my sweet.

               The Amulet glows again and Evil-Lyn dashes forward with
               inhuman speed; she has her hand on Serepar's throat before he
               even realizes that she moved.  She lifts him by his throat
               effortlessly, sneering up at him.

                         Call me that again... and I'll cut
                         your ears off at make you eat them.

               With that, she throws him as well.  He lands hard on
               Skeletor's "bone throne," shattering it.  Enraged, Serepar
               leaps to his feet and hurls a bolt at Evil-Lyn.

               Amulet glowing, she grabs the bolt right out of the air,
               twirls it around her hand and launches it right back.

               It doesn't seem to do anything to him, except the look on his
               face turns to abject horror.


               Evil-Lyn's eyes gleam with vicious anticipation.

                         You tried to take my powers.  Nice
                         try.  Now I... have yours.  What's
                         it like Serepar?  To be rendered
                         powerless?  To know that I can do
                         any harm to you I wish... and you
                         can do nothing to stop it?

               Serepar cowers back from her as she steps closer.

                         No... please... don't... please...
                         have mercy...

               Evil-Lyn grabs his throat, snarling with fury beyond words:

                         Mercy?  What mercy did you show the
                         Sorceress of Grayskull?

               She throws Serepar with her bare hand.

               He tumbles along the floor like a rag doll all the way to the
               wall, slamming into it.

               Evil-Lyn marches up to him, grabs him and hurls him again.

               He tumbles across the floor again to slam into the table.  He
               tries to scramble to his feet but he's woozy; he stumbles...

               Evil-Lyn grabs him again, this time hauling him to his feet
               before her, then she backhands him viciously across the face.

               The force of the blow spins him around, stunned, blood
               gushing from his mouth and nose as he drops to the floor.

               Evil-Lyn leaps on top of him, pinning him to the ground face
               up.  He looks up at her in genuine terror now.  She cocks her
               fist and starts to bring it down to his face when...

               ...a ray of energy grabs her elbow, stopping her.

                                   SORCERESS (O.S.)
                         Evelyn!  Stop!

               Evil-Lyn turns.

               The Sorceress, on Battle Cat's back, is holding her arm with
               a beam projected from her fingertips.

                         I cannot let you do this!

               Evil-Lyn looks at her in disbelief.

                         You would defend him?

                         Killing neither him nor Skeletor
                         will change what has happened.

                         No.  But justice will be served.

                         This is not justice.  It is

                         Same thing.

                         No.  It is not.  And I think you
                         know that.

               The Sorceress releases her beam and steps off Battle Cat,
               approaching Evil-Lyn carefully...

               Evil-Lyn looks up to her.

                         I appreciate everything you tried
                         to do for me.  But it's time I
                         accepted myself for who I am.  I am

                         Yes.  But you are Evelyn as well.

                         No!  I am evil!

                         How do you know that?

                         Because I've spent my whole life
                         doing wrong!  You said so yourself!

               The Sorceress eyes cloud with guilt.

                         Well you were right!  I do wrong
                         because I am evil!

               Evil-Lyn looks down at the bloody, terrified Serepar.

                         The things I want to do to this
                         man... are things no good person
                         would ever think of doing.

                         We all think of doing violent
                         things sometimes, Evelyn.

                         You don't!

                         Don't I?

               The Sorceress stops before her, looking down at Serepar
               helpless at her feet.  There's a look in the Sorceress' eyes
               we've never seen before.  Dark.  Sinister.

                         I can still feel his filth... smell
                         his stench on me... even as I stand
                         here... after what he did to me...

               Evil-Lyn stares at her, transfixed.

               A woozy Skeletor, still on the floor, is fascinated.

               The Sorceress glares down at Serepar.

                         I know a spell.  I could take his
                         heart right out of his chest right
                         now, hold it in front of his face
                         where he can watch... as I crush it
                         with my bare hand.

               Hearing her words, Battle Cat's jaw drops in disbelief.

               Serepar holds his hand up feebly in terror.

               The Sorceress pulls her darkness back into herself.

                         But I will not.

               Now, the Sorceress' gaze returns to the comforting, loving
               gaze we know and love as she locks into Evil-Lyn's eyes.

                         We all have our darker impulses,
                         Evelyn.  Even me.  You cannot
                         control what you feel... you can
                         only control what you do.

               Evil-Lyn's gaze falters for the first time.  The Sorceress
               squats down to her, takes her face in her hands tenderly,
               looking her square in the eye.

                         "Evil-Lyn" will always be a part of
                         you.  But she does not have to
                         control your destiny.  You can
                         choose... to be Evelyn.

               Evil-Lyn looks down at Serepar.

               He's so terrified now he's actually blubbering.

               He-Man runs in, then stops when he sees the situation.  He
               warily approaches the Sorceress, Evil-Lyn and Serepar.

               Skeletor gets shakily to one knee, watching intently.

               The Sorceress holds out her hand.  Evil-Lyn looks down at it,
               then gently reaches behind her neck and unfastens the Amulet.

               In a soft flash, Evil-Lyn's raven outfit vanishes, replaced
               by her normal clothing.

               She places the Amulet in the Sorceress' hand, then the
               Sorceress takes Evil-Lyn's hand in both of hers, squeezing,
               locking gazes with her.

               Suddenly, Evil-Lyn flinches, grunting painfully, eyes wide.

               He-Man leaps forward, grabbing...

               ...Serepar's hand, yanking it away from the hilt of a knife
               driven into Evil-Lyn's chest.  The wound bleeds profusely,
               the red stain rapidly spreading...

               He-Man hauls Serepar roughly to his feet.

               Evil-Lyn looks down at the hilt of the knife in her chest,
               blood seeping through her clothes, then up to the
               Sorceress... her eyes droop and she sags to the floor, the
               Sorceress gripping her hand and the Amulet in anguish.


               He-Man tosses Serepar to Battle Cat who grabs his robe with
               his teeth to hold him.  He-Man kneels and desperately presses
               around Evil-Lyn's wound, trying to staunch the flow of blood.

               Evil-Lyn feebly squeezes the Sorceress' hands and the Amulet. 
               With her last ounce of strength:

                         I love you...

               The light of life leaves her eyes.  Her breath leaves her
               body.  She is still.

               The Sorceress' face distorts in anguish.  She tries to scream
               it out but doesn't have the strength... it comes out only in
               a mournful whimper:


               She falls forward, her head touching Evil-Lyn's lifeless
               hand, still held by the Sorceress with the Amulet.  The
               Amulet glows for an instant, then:


               The screen washes out completely to pure white.

                                                         FADE TO BLACK.

               FADE IN:

               THE SORCERESS' EYES

               Closed.  Then, they open.  Reveal:

               EXT. THE WASTELAND

               The Sorceress and Evil-Lyn are still in the exact same
               positions, only now they look very different.

               Evil-Lyn is now a young woman.  Her hairstyle is pretty much
               the same but now it's raven black.  She wears a Meat Loaf T
               shirt, tidy jeans and sneakers.  All traces of her wound are

               The Sorceress is also young again; her red hair, in a
               ponytail, no longer has any traces of grey.  She wears a
               purple miniskirt with a thin black belt and golden arm bands
               and bracelets (as in "Origin of the Sorceress" as Teela Na).

               Both are disoriented.  Evil-Lyn sits up, slapping a hand on
               her chest where her wound was a moment ago.  The Sorceress
               takes her by the shoulders, looking her over.

                         Are you alright?

                         I think so...

               The Sorceress pulls her into a relieved hug, then turns her
               attention to their surroundings.

                         Where are we...?

               They look around, trying to get their bearings.  Something
               o.s. catches the Sorceress' eye; she points.

                         Castle Grayskull.

               Evil-Lyn looks.

               They are in front of a beautiful white marble castle.  It's
               of the same proportions as Grayskull but it doesn't have the
               fearsome skull-like appearance or bottomless pit; it is
               surrounded by an ordinary moat.

               Evil-Lyn is confused.  The Sorceress stands, helping her up.


                         As it appeared when it was first
                         built.  Over a thousand years ago.

               Evil-lyn gazes up at Grayskull in awe.

                         I never knew it was so beautiful...

                         Yes.  It was.

               Just then, a booming female voice:


               They jump a little, startled.

               The drawbridge lowers before them.

               They exchange a look, then cautiously step forth.


               Everything is exactly where it should be except the walls
               here, like the walls outside, are beautiful white marble.

               Evil-Lyn and the Sorceress look up to the throne.

               Sitting there is a barbarically beautiful woman.  She has the
               tight body of a warrior and her jade-green eyes have the
               piercing gaze of a formidable soul.  She wears leather battle
               armor, her midriff is bare and she wears a leather headdress
               in the form of a bird's head.  This is VEENA GRAYSKULL.

               She smiles sadly, looking down.

                         Teela Na.  Evelyn Powers.  Welcome. 
                         I am Veena Grayskull.

               The Sorceress' jaw drops.

                         Veena Grayskull... but you can't
                         possibly be...

                         Alive?  Who says I am?

               The Sorceress and Evil-Lyn exchange a look.

               Veena's eyes cloud in regret.  She stands and comes slowly
               down the throne steps as she speaks:

                         You have my Amulet.


                         I regret the pain it has caused
                         you, Teela Na.  It has caused
                         everyone who has ever held it pain. 
                         Including myself.

                         It's not your fault.

               Veena shakes her head as she steps up to her.

                         Yes it is.  Creating it was my
                         mistake; I am responsible.

                         But its powers can still be used
                         for good.

               She reaches and takes Evil-Lyn's hand.

                         It saved Evelyn's life.

               Veena is heartbroken when she realizes:

                         No.  You don't understand.  You're
                         not really here.  Neither of you. 
                         You're still on the floor at Snake

               The Sorceress' face falls.


                         If I returned you now... she would
                         die.  I cannot prevent it.

               The Sorceress turns to Evil-Lyn, both looking into each
               other's eyes in fear and anguish, squeezing their hands
               tight.  Then the Sorceress' eyes flash with anger; her gaze
               darts back to Veena.

                         Then why bring us here?

                         There is only one thing I can do to
                         help you.  Something I should have
                         done a long time ago.  Remove the
                         Amulet from history.

                         Remove it from history?

                         I have no power in the world of
                         mortals... except over myself.  I
                         will remove myself from existence
                         completely.  Change history... so
                         that I am never born at all. 
                         Another woman will become King
                         Grayskull's wife... another woman
                         will become Grayskull's first
                         Sorceress... and the Amulet of
                         Grayskull will never be created.
                             (to Evil-Lyn)
                         For you, Evelyn Powers, and
                         everyone else on Eternia... none of
                         these events will ever have
                             (to the Sorceress)
                         You will be the only person on
                         Eternia who will remember.

                         But you said you will be changing
                         history itself.  How can I remember
                         events that never happened?

                         Because no Sorceress of Grayskull
                         can ever forget any experience she
                         has within the walls of Grayskull.

               Abject horror in Evil-Lyn's eyes.

                         Wait... you mean... I'm going to
                         forget... everything...?

                         It is the only way I can save you.

               It takes Evil-Lyn a moment to absorb this.  Then, she looks
               Veena squarely in the eye:

                         No.  I won't go back to being the
                         woman I was.

                         If you don't, you die.

                         Then I die.

               The Sorceress looks to her in shock.

                         Evelyn!  No!

               Evil-Lyn turns to face the Sorceress.

                         I will not sacrifice the memories
                         of what I have with you.

                         So you would have me bear the
                         sacrifice?  You would force me to
                         watch you die?

               Evil-Lyn takes The Sorceress by the arms.

                         Oh, Teela Na, don't you see? 
                         You're going to lose me either way. 
                         We can't be together if I die, but
                         neither can we be together if I go
                         back to being Evil-Lyn.

               The pain in the Sorceress' eyes goes down to the very core of
               her soul as she realizes:  she's right.

                         Please.  Don't make me go back to
                         living as the shell of a woman I
                         was.  I'd rather go out now... with
                         my last days full of memories of

               The Sorceress grips Evelyn's arms, one last desperate plea:


                         Teela Na...

               Evil-Lyn takes the Sorceress face tenderly in her hands. 
               Then, softly pleading, voice breaking:

                         Let me go.

               For a moment, the Sorceress can only stare into Evil-Lyn's
               eyes.  Then... she throws her arms around her, holding her
               close; Evil-Lyn's arms go around her in turn.  The Sorceress
               takes a long sniff of Evil-Lyn's hair... then finally breaks
               down into soft, body wracking sobs.

               Evil-Lyn closes her eyes tightly, tears streaming down her
               cheeks.  She buries her face in the Sorceress' neck.

               Veena Grayskull watches wretchedly.  Her eyes fill up; she
               angrily swipes the tears away, pulls her feelings back in.

               Then, a flash of resolution in the Sorceress' eyes.  Softly:


               The Sorceress pushes back from Evil-Lyn, taking both her
               hands in hers.

                         I will not accept this.

                         You have no choice.  When you
                         became Sorceress of Grayskull,
                         Teela Na, you were warned that you
                         would see great sadness.

               The Sorceress whirls on Veena, furious.

                         Yes!  And great joy!

                         But you cannot choose when joy or
                         sorrow comes.

                         Can't I?  I am the most powerful
                         woman in the Universe.

                         Yes.  But you cannot use your power
                         for your own personal gain.

                         My gain?  A woman is dying!

               She locks gazes with Evil-Lyn as she addresses Veena:

                         Saving a life is always worthwhile.

                         I offered to save her life; she
                         chose death.

               The Sorceress glares at Veena, stepping up to her.

                         You offered to save her body.  Not
                         her life.

               The Sorceress points angrily at Evil-Lyn.

                         Evil-Lyn will kill Evelyn.

                         They are the same person.

                         They are not!

               Never has The Sorceress of Grayskull been so angry.  It is a
               sobering sight to behold, rendering both Veena and Evil-Lyn
               speechless.  The Sorceress turns to Evil-Lyn.

                         You said you didn't want to go back
                         to being "the shell of a woman."

               The Sorceress turns back to Veena.

                         That is exactly what Evil-Lyn is. 
                         She is the shell Evelyn Powers had
                         to grow to protect herself from the
                         hurt she grew up with.

               The Sorceress turns and goes back to Evil-Lyn, takes her
               hand, looking into her eyes while addressing Veena:

                         The warmth of my love reached her
                         through her shell, just as the
                         mother bird's warmth reaches her
                         babies through the shells of their
                         eggs.  And like the baby birds,
                         when she was ready, she broke
                         free... and flew with me.

               The Sorceress turns, gazes resolutely into Veena's eyes.

                         You cannot ask the bird to return
                         to its egg.  Even if it could... it
                         is cruel to ask a creature who once
                         knew the freedom of the skies... to
                         return to such a prison.

               Evil-Lyn smiles softly, profound gratefulness in her eyes.

               The Sorceress glances at her, squeezes her hand, then lets go
               and turns her attention fully to Veena.  She slowly walks up
               to her, gaze locked with hers:

                         You tend to leap before you think,
                         don't you?

                         Excuse me?

                         When you created the Amulet, you
                         did not consider the consequences
                         it might have for the future.  Have
                         you stopped to think what effect
                         removing yourself from history will
                         have?  You say I will remember
                         these events because no Sorceress
                         can forget what happens in the
                         castle.  But I may not even be
                         Sorceress of Grayskull after today.

               The Sorceress now stands directly before Veena.

                         You chose your successor, and her
                         successor chose the next Sorceress
                         and so on, on down to me.  Who's to
                         say whoever replaces you will
                         choose the same successor you did? 
                         If she chooses someone different,
                         then every Sorceress in Eternia's
                         history will be someone different. 
                         Including me.

               Clearly, Veena hadn't thought of that.

                         I sought the Power of Grayskull to
                         save my village from Morgoth and
                         The Horde.  If I do not become the
                         Sorceress... my village will be
                         destroyed and The Horde will take
                         over all Eternia!  What effect will
                         that have on Eternian history?

               Veena's more than a little flustered now.

                         No wonder your successor was so
                         worried your mistakes would be

               Veena's is overcome with guilt.  She lashes out in anger:

                         I wasn't prepared for this role! 
                         My husband told me nothing of the
                         power this castle represented!  He
                         didn't even leave so much as a will
                         to explain things to me!  I had to
                         figure things out on my own!

               The Sorceress looks at Veena compassionately.

                         It must have been difficult for

                         You have no idea.

                         Perhaps not.  But I know the Power
                         of Grayskull better than you.

                         Do you?

               The Sorceress nods.

                         I have an advantage you did not. 
                         The journals.  I have the knowledge
                         of the successes, and failures, of
                         all of my predecessors.  I know how
                         far Grayskull's power goes.

                         Then I suppose you have a better

                         I do.  You say we are still on
                         Snake Mountain.  Simply return us
                         to our bodies; I will do the rest.

                         What do you plan to do?

               The Sorceress turns to Evil-Lyn.

                         Immerse her in the Pool of Power.

               Shocked reactions from both Evil-Lyn and Veena.

                         If you do that...

               The Sorceress turns back to Veena, interrupting:

                         ...she will be granted the Power of

                         You're proposing giving up your
                         position as Sorceress to her?

                         If necessary, yes.  But I think I
                         can arrange it so we can share the

                         Create a second Sorceress of


               Veena shakes her head emphatically.

                         That cannot be done.

                         How do you know?  It has never been

                         Yes it was.  Once.  Nemah Jiro
                         became my partner after my husband
                         died.  I tried to share my power
                         with her.  It... killed her.

                         Killed her?  But she was the second

                         No.  I... assumed her identity.

               The Sorceress is shocked.


                         I... thought I would seem weak in
                         the eyes of my enemies if they knew
                         I had made such a mistake.

               Disgust is starting to show in the Sorceress' eyes.

                         What kind of Sorceress were you? 
                         Is the entire First Journal a lie?

                         No!  The experiences I recorded
                         there were real.  I didn't want my
                         successors repeating my mistakes.

                         Then you should have owned up to
                         them.  All of them.  Including this

               Veena glares at her.

                         Who are you to judge me?  You keep
                         your own secrets!  Adam and He-Man! 
                         Zoar the Falcon!  You even kept
                         your identity secret from your own

               That strikes a nerve.  The Sorceress tenses up, looks like
               she might strike Veena, but she does not.

                         I keep secrets because I must.  But
                         I did not steal someone else's
                         identity to cover up my mistakes!

                         I did not steal her identity!  I...

                         Then how would you describe what
                         you did?

               Veena breaks eye contact with both of them.  There's a long
               silence.  Then, finally:

                         Return us to our bodies.

               Veena's eyes snap to hers, full of guilt and desperation.

                         No.  My decision is final.

               Evil-Lyn steps forward.

                         Like hell it is!  I will not let
                         you decide my fate!

                         You have no choice.

               A knowing smile is slowly forming on the Sorceress' face. 
               She folds her arms, leveling her gaze at Veena.

                         Very well then.  Do it.

               Evil-Lyn looks to the Sorceress in alarm.

                         Teela Na...!

               The Sorceress turns to her mildly.

                         What can we do to stop her?
                             (to Veena)
                         Go on.  We are waiting.

               Veena hesitates.

               The Sorceress raises an eyebrow.


               Evil-Lyn looks Veena in the eye, suddenly realizing:

                         You can't, can you?

               The Sorceress looks to Evil-Lyn, nodding.

                         She is no longer the Sorceress of
                         Grayskull.  I am.

               The Sorceress turns a hard gaze on Veena.

                         That is why you contacted us. 
                         Because you cannot execute your
                         plan without me.  You were hoping
                         to convince me to help you.

               Desperation in Veena's eyes.

                         Teela Na.  You're right.  I was a
                         horrible Sorceress.  But I wasn't
                         trying to be.  I want to make up
                         for the mistakes I've made.

               The Sorceress softens a little.

                         Ending your life will not make up
                         for your mistakes.

               Veena drops her gaze.

                         That is what you are proposing
                         here, is it not?  Suicide?

               Veena closes her eyes.

                         That is a very final solution.  If
                         it doesn't work... you will not be
                         here to try again.

               Veena's eyes open, increasingly desperate; clearly she didn't
               think of that, either.

               The Sorceress reaches out and squeezes her shoulder; Veena
               looks up to her.

                         I sense that you are sincere in
                         your desire to make up for your
                         past.  If you are... return us to
                         our bodies.

                         How will that help?

                         When I saw Evelyn die, I was so
                         distraught I could not think.  By
                         taking me out of that moment I have
                         had time to collect myself.  If you
                         return us now, I will know exactly
                         what I have to do.  I may be able
                         to save her before it's too late.

               Veena thinks about that for a moment.

                         Your plan is dangerous.  She is
                         mortally wounded.  If you try to
                         join your power with her... you may
                         both die.

               Evil-Lyn looks to the Sorceress, appalled.

                         Teela Na... don't...

               The Sorceress turns an adamant eye on her.

                         I will not let you die.  Not if I
                         can save you.

                         And if you die?

                         We will be together, whether it be
                         in this life... or the next.

               Evil-Lyn is deeply moved.

                         No one has ever...

               Her voice catches.  She shakes her head.

                         What about your responsibilities as

                         Teela will take my place.  I know
                         she will be as good a guardian to
                         Grayskull as I have been.

                         I can't let you risk your life for

                         Evelyn.  If our positions were
                         reversed... what would you do?

               Evil-Lyn hesitates to say it:

                         I would do the same.

                         And if I asked you not to?

                         I'd... probably do it anyway.

               The Sorceress smiles.

                         Precisely my intention.

               Evil-Lyn shakes her head, looks at the Sorceress
               affectionately, then kisses her tenderly.

               Veena can't help but gaze at them wistfully.  She looks to
               the Sorceress with genuine admiration, and concern, in her
               eyes.  After a moment, she nods.

                         Good luck.

               The Sorceress nods gratefully to her, takes both of Evil
               Lyn's hands in hers.  Evil-Lyn and the Sorceress lock gazes,
               anxious, trembling.

               Veena spreads her hands apart.


               Once again, the screen washes out to pure white, then:

                                                         FADE TO BLACK.

                                                              SMASH TO:

               THE SORCERESS' EYES

               Closed, full of tears.  They snap open.


               Exactly as we left it at the moment Evil-Lyn died.  Abruptly,
               the Sorceress sits up, drops Evil-Lyn's hand, wipes her eyes
               quickly and leaps to her feet, putting on the Amulet.

               He-Man blinks.  From his perspective, this is a rather abrupt
               change in mood.

               The Sorceress gestures with her hand; the Amulet glows.

               A portal opens.

               The Sorceress bends down and scoops up Evil-Lyn's body,
               immediately marching for the portal.

                         He-Man.  Bring Serepar.  Follow me.

               He-Man blinks again and, with no time to think, he just
               follows his orders.  He grabs Serepar from Battle Cat and
               restrains him, propelling him toward the portal.


               Teela on the throne.  She hears a sound o.s., looks:

               A portal opens; the Sorceress steps out with Evil-Lyn.

               Teela jumps up and runs down towards them.

                         What happened?


               He-Man is about to walk through the portal followed by Battle
               Cat when he hears running feet; he turns...

               Skeletor is making a break for the portal.

               He-Man intercepts him but loses his footing; he, Skeletor and
               Serepar all tumble through the portal together.  Battle Cat
               leaps after them; the portal shuts before he can get through.


               He-Man, Skeletor and Serepar all tumble out of the portal.

               The Sorceress and Teela whirl to see them.

               He-Man sees the portal snap shut.

                         Battle Cat!

               Skeletor sees the Sorceress, raises a hand, fires a bolt.

               The Sorceress, her hands still full, turns and raises her
               arm; her magic shield (from "Origin of the Sorceress")
               appears just in time to intercept Skeletor's attack.

                         He-Man!  Cover me!

               No time to ponder Battle Cat's fate, He-Man leaps to his
               feet, stepping between Skeletor and the Sorceress just in
               time to intercept a second attack with his sword.

               The Sorceress dashes into a corner of the room (the same
               location where we saw her immersed into the Pool of Power in
               "Origin of the Sorceress").

               Serepar runs for an exit.  Teela intercepts him.

                         Where do you think you're going?

                         Out of my way, woman!

               He tries to run past her.

               She intercepts him easily, her sword snapping to his throat.


               Serepar's arm shoots up under hers and knocks the sword out
               of her hand.  Before she knows what's happening, he's driven
               his fist into her face.

               His punch has precious little effect, and her counterpunch is
               so lightning fast he has no time to block or duck.  He roars
               in indignant pain as his nose starts to bleed.  He swings at
               her again.

               Prepared this time, Teela deflects his punch, exposing his
               ribcage to a vicious jab.  He brings back his arm to elbow
               her in the midsection but she intercepts it with both hands
               and brings up a savage knee to his kidneys.  He turns and
               grabs her leg, trying to flip her.  They struggle.

               EXT. SNAKE MOUNTAIN

               Battle Cat is dashing down the side.

               Beast Man leans out of an opening, swirling a whip over his
               head; he lashes it out.

               It catches Battle Cat on a foot.  He loses his footing,
               tumbling down the side of the mountain.

               Beast Man leaps out and runs down after him.

               Battle Cat lands at the bottom, winded and battered.  He gets
               up, shakes his head to clear it and before he can get his
               bearings Beast Man's whip tears into his side, drawing blood. 
               He roars in pain, snaps around to face Beast Man.

               They circle each other, Battle Cat's fangs bared and claws
               unsheathed, Beast Man with his whip at the ready...


               Serepar manages to throw Teela on her back but she spins
               around, her legs sweeping his feet out from under him; he
               lands painfully on his back.  Teela scrambles up and jumps on
               him, trying to restrain him.

               Evil-Lyn lays on her back on the floor.  The Sorceress pulls
               out the knife, puts it aside, then steps back, raising her
               hands.  Evil-Lyn is lifted into a standing position.  The
               small platform leading to the Pool of Power rises; the
               Sorceress positions Evil-Lyn over it.

               Skeletor sees, tries to hurl a bolt at her.

               He-Man intercepts it.

               Skeletor lunges...

               ...tackling He-Man.

               He-Man's sword skitters across the floor.

               With the Sorceress holding Evil-Lyn's limp form upright, the
               platform begins lowering her into the floor...

               Skeletor stops struggling, watching.

                         What is she doing...?

               He-Man looks, and even he is given pause.

                         I don't know...

               Evil-Lyn disappears into the floor entirely.  Steam rises
               from below.

               The Sorceress closes her eyes for a moment, concentrating...

               EXT. SNAKE MOUNTAIN

               Battle Cat and Beast Man circling.

               Beast Man lashes out his whip.

               It catches Battle Cat in the face.  His chin bleeds. 
               Ignoring the pain, he lunges.

               He lands atop Beast Man, both of them tumbling to the ground. 
               Beast Man jumps to his knees and manages to get Battle Cat in
               a headlock.  They roll over and over, struggling...


               The Sorceress, her head tilted back, concentrating, eyes
               closed... suddenly, she gasps loudly... crumples to her

               She holds her chest as a stain of blood rapidly begins to


               He-Man's cry of distress draws Teela's attention.

               She sees the Sorceress bleeding.

               It's enough of a distraction for Serepar to land a solid
               punch clean to her jaw.

               She staggers as he lands two more vicious blows.  On the
               next, Teela blocks, desperately head butting him, knocking
               him out cold.  She turns, stumbles, runs towards the

               He-Man tries to go to the Sorceress.  Skeletor grabs him,
               pulls him back; He-Man struggles to break out of his grip.

               Teela runs up to the Sorceress, reaches out.  The Sorceress
               sees her, locks a desperate gaze on her:


               Teela stops short.

               The Sorceress struggles to pull in the breath to speak; it
               causes blood to trickle from her mouth.

                         Do not... touch me... you must
                         not... break my concentration...

               The Sorceress lowers her head, closing her eyes, spitting
               blood out of her mouth, holding her blood-soaked chest.  She
               collapses to the floor, laying on her side, struggling to

                             (softly, to herself)

               She rushes over to her.

               The Sorceress rolls onto her back.  Her eyes open... then
               start to close again... she's fading...


               Teela looks around in desperation.  Beyond the wrestling
               Skeletor and He-Man, she sees it:

               He-Man's sword.

               Without thinking, she raises her hand.

               Like the computer cartridge in the Sorceress' study, the
               sword comes flying through the air right into her hand.

               Teela looks down.

               The Sorceress's eyes are glazed, unfocussed... life fading...

               Skeletor hurls a bolt.

               Teela smoothly deflects it with the sword without looking.

               He-Man and Skeletor both register surprise.

               The Sorceress begins to expel her last breath.

               Instinctively, Teela drops to one knee, grabs her mother's
               hand and raises He-Man's Sword of Power over her head:

                         For the love... of Grayskull!

               Instantly, the sword flashes with power.

               He-Man and Skeletor both look on in awe.

               The sword glows.  The energy comes down, swirling around
               Teela's body, then down her arm and around the Sorceress. 
               The Sorceress gasps, her eyes opening wide...

               The energy intensifies until there is only glowing white hot
               energy in the vague form of Teela and the Sorceress.

               He-Man and Skeletor shield their faces from the light...

               Then, an explosion, sending a blinding shockwave of ice-white
               energy hurtling through the room.

               The energy blast is so intense it washes out everything,
               completely enveloping everything and everyone in the room. 
               The sound shakes the very foundation of Grayskull itself.

               EXT. CASTLE GRAYSKULL

               The castle's "eyes" and all of its windows glow, then the
               shockwave hurtles out from every opening in the castle,
               dissipating into the wasteland with an earth shaking rumble.

               EXT. SNAKE MOUNTAIN

               For an instant, Battle Cat glows.  Then a blast of energy
               from him drives Beast Man off of him, stunning him.

                                   BATTLE CAT
                         What in Eternia...?

               Battle Cat checks his side, licks his chin; his wounds are
               gone.  Then, Battle Cat hears the far off rumble.  He looks.

               A glow on the horizon.  It slowly fades.

                                   BATTLE CAT

               Battle Cat dashes towards Grayskull, so fast all we see is a
               green blur hurtling away, well out of sight almost instantly.

               He is running at such blinding speed that everything around
               him is a blur.  He looks around in naked wonder, dancing
               around obstacles like he was doing this all his life.  

               Throwing back his head, Battle Cat roars joyously, awestruck
               by his newfound ability.

               Battle Cat is little more than a green streak darting across
               the forest, nimbly dancing around trees.


               He-Man and Skeletor, kneeling side by side on the floor,
               raise their heads; they see:

               Teela helps the exhausted but unharmed Sorceress to her feet;
               the blood stain is gone.  She looks at Teela in confused awe.

                         How did you...?

                         I'm not sure.  Somehow I just...
                         knew what I had to do.

               The Sorceress checks herself for her injury.  She notices:

                         The Amulet...!

               Teela looks.

               All that remains around the Sorceress' neck is the Amulet's
               rope; the stone is gone.

               Teela and the Sorceress look on the floor.

               The stone is on the floor, split in two.

               The Sorceress exchanges a look of dread with Teela.  Before
               she can ponder the significance, there's is a white flash
               from the Pool of Power.  Teela and the Sorceress turn...

               A falcon, same colors as Zoar but with a subtle difference in
               the feathers, emerges from below; she swoops upward, calling.

               Teela and the Sorceress look on in wonder.

               He-Man and Skeletor watch in awe.

               The falcon swoops back to Teela and the Sorceress, hovers
               before them, then transforms into Evelyn (by which name she
               will be known from now on).

               Unlike the first time, where her outfit was identical to the
               Sorceress' own, this one has a few variations in feather
               pattern, particularly in the headdress.  Like the falcon, the
               colors are the same; the subtle changes simply suggest a
               different individual of the same species.

               The Sorceress releases Teela, cautiously stepping forward...

               Evelyn reaches out her hands.

               The Sorceress timidly reaches until their fingertips touch...
               then Evelyn takes her hands in hers.

               Hopefulness, and uncertainty, in the Sorceress' eyes...


               Evelyn brings the Sorceress hands together until all four of
               their hands are intertwined.  Softly:

                         Feel the warmth of my flesh, Teela
                         Na.  I am alive.

               A flash of recognition in the Sorceress' eyes.  Overwhelmed
               with relief, her uncertainty melts and she steps gratefully
               into Evelyn's embrace.

               Evelyn's arms enfold her in return.  Evelyn buries her face
               in the Sorceress' neck.

               The Sorceress weeps tears of profound relief.

               Teela is wiping away a tear of her own.

               He-Man doesn't cry but he is similarly moved.  Skeletor, by
               contrast, seems more impatient than anything.

                         Well.  I hate to break up this
                         touching scene but I have a castle
                         to conquer.

               Skeletor throws his hands towards the Sorceress... nothing
               happens.  He looks at his hands.  Tries again.  Nothing.

               The Sorceress releases Evelyn to face Skeletor, a delighted
               twinkle in her eye.

                         You will find, Skeletor, that your
                         powers no longer work here.

               Skeletor hurls his hands at her with growing desperation. 
               Nothing.  He roars in frustration, tries again.  Nothing.

                         Love is the foundation of the Power
                         of Grayskull.

               The Sorceress takes Evelyn's hand and holds it up high.

                         With the joining of Evelyn's love
                         and mine, no evil power will be
                         able to exist in these walls so
                         long as we both shall live.

                                   SEREPAR (O.S.)
                         Then one of you must die!

               Everyone whips to see...

               ...Serepar on his feet, throwing a knife...

               Teela raises a hand...

               The knife, heading for Evelyn, curves in mid-air to land in
               Teela's hand.  Teela gazes at Serepar mildly.

                         You're getting to be a nuisance.

               The Sorceress looks from Serepar to the knife in Teela's
               hand.  Evelyn nods to Teela approvingly.

                         You're getting very good at that.

                         Thank you.

                         How did you...?

                         The Spirit of Grayskull has been
                         teaching me a few things.

               The Sorceress nods with a smile of pride at her daughter. 
               Then she gestures towards Serepar.

               He suddenly finds himself with his arms handcuffed behind
               him.  He tries to move but his feet seem rooted to the spot.

               The Sorceress opens a portal in the Mystic Mirror, then turns
               to address Skeletor.

                         Skeletor.  You're free to go; your
                         powers will return when you leave. 
                         But be warned:  from now on, you
                         will have no power here.  Your days
                         of attempting to conquer
                         Grayskull... are over.

               Skeletor turns a sinister gaze on the Sorceress and Evelyn.

                         We shall see.

               With those ominous words, Skeletor turns and steps through
               the portal and is gone.  The portal vanishes.

               Just then, Battle Cat arrives, moving so fast he almost seems
               to appear in the Throne Room out of thin air.

               Everyone turns, startled, He-Man most of all.

                         Battle Cat?!  How...?

                                   BATTLE CAT
                         I ran.

                         But... even a sky sled couldn't
                         have gotten here from Snake
                         Mountain that quickly...

               The Sorceress smiles.

                         The joining between Evelyn and
                         myself has at least doubled the
                         power of Grayskull.  Perhaps more. 
                         I suspect you and Battle Cat both
                         will discover many new abilities
                         over time.

               The Sorceress returns her attention to Serepar; she makes a
               beckoning gesture with her hand.

               He is lifted into the air and carried across the room to
               stand before the Sorceress and Evelyn.  The Sorceress looks
               upon him with revulsion.

                         So what do we do with him?

               Teela holds up the knife.

                         There should be enough of his DNA
                         on this to get a profile on him.
                             (to the Sorceress)
                         If we can match it to samples
                         from... you, and the knife he used
                         to stab Evelyn, an Eternian Court
                         of Law can do the rest.

                         I am not an Eternian citizen; your
                         laws do not apply to me.

                         They do as long as you're on
                         Eternian soil.

                         I was in a quantum state between
                         Universes; when I... conceived my
                         child... I was on no world at all.

                         By our law, an Eternian's body is
                         considered Eternian soil; when you
                         touch an Eternian, in that moment,
                         legally... you're on Eternia.

               Serepar blanches.

               Teela steps up to him.

                         Serepar.  Under Article 821 of the
                         Eternos Criminal Act, I am placing
                         you under arrest.  You are charged
                         with sexual assault, and attempted

               Teela takes his arm.  Formally, to the Sorceress and Evelyn:

                         Request permission to secure him in
                         your dungeon until the Royal Guard
                         can take formal custody.

               The Sorceress and Evelyn exchange a look, nodding agreement.

                         Permission granted.

               Teela nods to He-Man.

                         Take him.

                         With pleasure.

               He-Man takes Serepar by the arm.


               He-Man pauses as Serepar turns to her.

               The Sorceress looks down, places a hand on her abdomen, then
               looks up to face Serepar's gaze squarely.

                         I will make it my life's mission...
                         to see to it that this child
                         never... lays eyes on you.

               Serepar glowers at her.

               He-Man pulls him toward the exit.

               Teela takes a deep breath, turns to the Sorceress.  Gently:

                         Sorceress.  I need to get those...
                         DNA samples from you...

               Repugnance in the Sorceress' eyes.  She nods.  Evelyn and
               Teela slowly lead her away.

                                                           DISSOLVE TO:


               The Sorceress sits on the side of her bed, now wearing her
               bath robe again.  Evelyn kneels beside her.  The Sorceress
               clothes sit on the bed next to her.  There's a kit full of
               small devices, about the size of a first aid kit, open on the
               bed.  Teela indicates the Sorceress' clothes.

                         You've worn those since the attack. 
                         I'm... going to need to take them. 
                         There might be... evidence...

               The Sorceress nods numbly.  Teela, struggling hard to keep
               her emotions in check, starts putting the Sorceress' clothes
               in a transparent bag.  She takes a small device from the kit
               and uses it to seal the bag and remove the air from inside;
               the bag clings to its contents.

               The Sorceress watches with disgust as her clothing is sealed
               away.  Evelyn tries to hold the Sorceress' hand but she pulls
               away, shaking her head and putting up her hand.  Evelyn backs
               up a little, giving her space.

               Teela puts away the sealer and takes a small cone shaped
               device out of her kit.  She takes a deep breath, looking at
               the Sorceress compassionately.


               The Sorceress hesitates, then finally nods.

                         Lay back on the bed.

               The Sorceress complies.

               Teela gently opens the Sorceress' bath robe and spreads her
               legs.  Teela swallows, trying to be professional but at the
               same time deeply affected by what she's about to do.

                         This only takes a few seconds.  Try
                         to relax.

               Bracing herself emotionally, Teela focusses her attention on
               collecting her sample from the Sorceress...

               The Sorceress closes her eyes... scowling...

                                                           DISSOLVE TO:


               A mournful wind whistles across the wasteland.

                                                           DISSOLVE TO:


               The Sorceress, fully clothed, sits upon her throne, eyes
               closed.  She breathes slowly, deeply, trying to relax. 
               Suddenly, there is a scream somewhere deep inside the Castle. 
               Her eyes snap open:


               She jumps off her throne, dashes down the stairs.  We hear
               Evelyn scream again.  The Sorceress exits on the run to:


               Evelyn screams again, the scream cut off by a gurgle, then
               silence.  Desperate now, the Sorceress runs for a huge set of
               double doors at the end of the corridor; the faster she runs,
               the further away the doors seem to get.


               Finally, after what seems like an eternity, the Sorceress
               reaches the doors.  She throws them open and enters into


               She stops dead, looking around, confused, terrified.  She
               whips around; the door and corridor are gone.  She turns
               again, searching the room with her eyes frantically.

                         Evelyn!  Evelyn!

               She turns and finds Skeletor's face inches from her nose. 
               She screams, recoiling, falling flat on her back.

               Skeletor steps towards her, looking down at her.  She
               scrambles back frantically, trying to get away, panic now in
               her eyes.

               Skeletor laughs ominously.

               There's a liquid squishing sound as the Sorceress' hands land
               in something.  She lifts up her hand to look at it, horrified
               to discover it's covered in blood.  She rolls over, looking
               behind her.

               Evelyn (in the Evil-Lyn outfit without helmet), eyes wide
               open, lifeless, lying in a pool of blood, the knife in her
               chest.  The Sorceress lunges to her, pulling her into her
               lap, screaming in anguish:

                         Evelyn!  No!

               Skeletor laughs.  Even for him it's a dark, creepy, sinister
               laugh, deeper and more menacing than his usual voice.

               Devastated, the Sorceress looks up at him.

               He lifts his hand.

               The Sorceress is yanked away from Evelyn, lifted from the
               floor and hurled across the room to land in Skeletor's
               throne.  The Sorceress tries to get up but something is
               holding her arms.  She looks down.

               Two bones in the armrests have turned into human hands that
               grip her wrists.

               The Sorceress pulls hysterically at them but she cannot break
               free.  Then, more hands start to emerge all over the chair,
               each one extending into a full arm, until the entire chair is
               made of arms.  The arms envelop her, groping her body.  She
               shuts her eyes tight, scowls, nauseated, squirming...

                         No... don't... please don't...

               One of the hands presses down into her crotch, pawing her.

               She grimaces with revulsion.  Despairing, she opens her eyes
               and looks to Evelyn.

               In seconds, Evelyn's body decomposes before our eyes until
               there is nothing left but dust and tattered rags.

                             (a strengthless whimper)

               One of the arms reaches up and finds the hidden zipper in the
               v-neck of the Sorceress' outfit.  It pulls it down.

               The Sorceress throws back her head, wailing in torment.  We
               see the hands pulling her clothes off her shoulders...

                                   EVELYN'S VOICE
                         Teela Na!

                                                              SMASH TO:

               INT. SORCERESS' BEDROOM

               She sits bolt upright, calling out, trembling, tears on her
               cheeks.  She knocks the hands on her shoulders away
               violently, like batting away a disgusting bug.  She looks up.

               Evelyn, wearing her headdress and a simple purple slip about
               knee length, kneels on the bed next to her.

               The Sorceress stares at her, agape for a moment...


               She lunges at her, pulling her to her.  Evelyn throws her
               arms around her, holding her tight.  Finally, the Sorceress
               dissolves into true hysterics, wailing and crying like a
               child, inconsolable.  Evelyn rocks her back and forth
               comfortingly, stroking the feathers on her headdress.

                         It's all right... it was just a
                         dream... you're safe...

               Abruptly, the Sorceress throws Evelyn's arms off her
               furiously, shouting:

                         I am not safe!

               Agitated, the Sorceress leaps to her feet, ripping the
               headdress from her head, glaring at it.

                         This is supposed to protect me from

               She glares at Evelyn.

                         Safe?!  I'm not even safe in my own

               With that, she hurls the headdress.  It strikes the wall and
               lands in a crumple.

               The Sorceress paces around the room frantically, ranting:

                         I have at my command the power of
                         Grayskull, the greatest power in
                         all the Universe!  All the power I
                         have and still... I am taken from
                         my own home and violated!  Forced
                         to carry a child conceived by this

               Evelyn still kneels on the Sorceress' bed, observing,

                         How could he take me from here? 
                         Castle Grayskull itself?

               The Sorceress' strength is starting to flag.  Wearily, she
               stumbles over to the bedroom throne and sags into it, elbows
               on knees, looking at the floor morosely.

                         If I am not safe here... I am not
                         safe anywhere.

               Evelyn slowly rises off the Sorceress bed and approaches her
               cautiously.  She drops to one knee next to her.

                         I know how you feel.

                         You cannot.

                         Oh, trust me.  I do.

               The Sorceress glares at her.

                         You are a Sorceress of Grayskull. 
                         I am well aware that you can sense
                         my feelings.  But sensing them is
                         not feeling them.  You cannot know
                         what I feel like inside... not
                         unless you went through what I did.

                         Like I said.  I know what you're

               The Sorceress finally realizes:

                         You've been...?

                         Many times.  My father's friends...
                         treated me as if I were their...
                         personal plaything...

               The Sorceress is horrified.

                         Oh... Evelyn...

               She's so revolted it looks like she may vomit.

                         How did you manage to get through
                         that... with your sanity intact...?

                         I became Evil-Lyn.

               In the Sorceress eyes, a depth of understanding beyond words. 
               Overcome by emotion, she looks down.

               Evelyn reaches out and gently takes the Sorceress' hand.  She
               pulls away, puts up her hand, shaking her head.

                         You are repelled by my touch... yet
                         you long for it as well.

               The Sorceress' looks up to her; Evelyn's understanding of her
               pain may be just as profound.  She closes her eyes.

                         I... want to...

               Evelyn speaks softly, profoundly tender:

                         I know.  You ache to be held... yet
                         fear being touched.

               The Sorceress opens her eyes, moved by the depth of Evelyn's
               understanding.  Her eyes are pleading, desperate:

                         Help me...

               Evelyn slowly holds out her hand, palm up.  The Sorceress
               looks at it, reaches for it, then pulls back a little. 
               Evelyn holds her ground, neither encouraging her nor
               withdrawing, letting her come to her at her own pace.

               The Sorceress inches her hand toward Evelyn's, little by
               little.  Finally, her fingertips touch the tips of Evelyn's
               fingers.  Evelyn lightly returns the touch, gently caressing
               the tips of the Sorceress' fingers.  A shiver runs through
               the Sorceress' body.

               Gradually, the Sorceress' fingers explore further, reaching,
               caressing now the full length of Evelyn's fingers.  Evelyn
               smiles warmly, comfortingly, as the Sorceress moves beyond
               her fingers, caressing the palm of her hand.  Evelyn softly
               strokes the Sorceress' fingers with her thumb.

               Finally, the Sorceress begins carefully interlacing her
               fingers with Evelyn's.  Evelyn doesn't try to hold them;
               their fingers dance together in loving, feather gentle
               caresses.  Then, all at once, the Sorceress reaches out and
               wraps her fingers around Evelyn's hand, squeezing...

               She freezes there, eyes locked with Evelyn's.

               Heartfelt warmth and solace in Evelyn's eyes.

               Evelyn starts to lean towards the Sorceress' face, slowly,
               cautiously.  The Sorceress, breath quickening, pulls back a
               little.  Evelyn stops, now taking the Sorceress' hand in both
               of hers, lifting it to her lips, kissing the tips of each of
               her fingers one by one tenderly, eyes locked with hers...

               Trembling, the Sorceress timidly leans forward and kisses
               Evelyn's hand, bringing her other hand up until all four of
               their hands are intertwined between them, their faces almost
               touching.  Evelyn leans forward, more slowly this time,
               cautious.  Her lips part... the Sorceress' lips part...

               Their eyes close... their lips gradually move closer...
               closer... closer... until they brush ever so lightly... the
               tips of their tongues dart forward, touching for only an
               instant, then they separate but with their faces still inches
               apart, lips just shy of touching... breathing deeply...

               The Sorceress opens her eyes languidly, fear, mingled with
               tenderness and passion, behind them.  Evelyn opens her eyes,
               meeting her gaze with matching passion, and reassurance.  She
               leans towards her again... they close their eyes...

               Their lips touch tenderly, opening... now their tongues join
               and the kiss deepens, growing in eagerness... turning now in
               her chair, the Sorceress pulls Evelyn closer and presses
               their lips together more firmly, her hand going to the side
               of Evelyn's head, stroking, then removing, her headdress.

               The Sorceress breaks the kiss, rises smoothly to her feet,
               pulling Evelyn up with her, dropping the headdress to the
               floor.  Their arms go around each other and the Sorceress
               kisses her again, her hands traveling fervently, sensually
               over Evelyn's body.  Evelyn returns her loving touch in kind.

               Now kissing with true heat, hunger, the Sorceress pushes
               Evelyn back towards her bed.  She breaks her kiss long enough
               to lift Evelyn's slip over her head, tossing it aside. 
               Panting, Evelyn removes the Sorceress' nightgown.  They renew
               their passionate kissing, their hands exploring their skin...

               The Sorceress' explores Evelyn's back for her bra clasp and,
               in one fluid motion, she unclasps it, tossing it aside.  She
               gropes rabidly for Evelyn's panties as Evelyn's arms go
               around her, unclasping her bra.  In a flurry of arms and
               legs, the bra and panties fly to the floor.

               The Sorceress quickly, smoothly lays Evelyn back on her bed,
               kisses her deeply on the lips, then kisses her cheek, her
               hair, her neck... Evelyn tilts her head back, exposing her
               neck to the Sorceress' lips, groping for and pulling down the
               Sorceress' panties.  They turn over.  Now Evelyn is atop her.

               Their eyes lock:  the Sorceress' eyes are full of tears; she
               looks as terrified as she does passionate.  Concerned, Evelyn
               stops, takes the Sorceress' face in her hands.

                         Teela Na...

               The Sorceress grips her arms, desperate, ravenous...

                         No... please don't stop...

               She kisses her with savage fervor, wrapping herself, arms and
               legs, around Evelyn, her panties still hanging from her foot,
               her hips rising and falling in rhythm with Evelyn's body.

                         Don't stop... don't stop...

               Trembling, Evelyn returns her kisses with matching intensity,
               moving down to kiss her neck, her chest, then her breasts,
               taking one of her nipples softly in her mouth.  The Sorceress
               gasps at the touch of Evelyn's tongue, writhing, then puts
               her hands on Evelyn's shoulders and guides her lower...

               On the Sorceress face as she throws her head back, weeping
               deeply, losing herself in cathartic rapture...

                                                           DISSOLVE TO:


               Profoundly exhausted, breathing deeply, soaked with sweat,
               the Sorceress and Evelyn hold each other close, the
               Sorceress' head resting comfortingly on Evelyn's chest. 
               Evelyn buries her face in the Sorceress' hair, kissing the
               top of her head tenderly.

               The Sorceress kisses Evelyn's chest.  She looks more relaxed
               than she was but there is still lingering turmoil in her
               eyes.  She snuggles closer, like a frightened child.

               Evelyn looks down.

                         You all right?

               The Sorceress takes a deep breath.

                         I don't know.

               Evelyn gently lifts the Sorceress' chin, bends down and
               tenderly presses her lips to hers.  When the kiss breaks, the
               Sorceress sighs, resting her head again on Evelyn's chest.

                         I used to feel safe here.  Now...

               Evelyn strokes her hair soothingly.

                         I never even knew what it was like
                         to feel safe... until the first
                         time you held me in your arms.

               The Sorceress looks up at her.

                         Earth is not the paradise Eternia
                         is.  In some places... there are
                         people who do things even Skeletor
                         himself would consider inhuman.  I
                         grew up in one of those places.  As
                         a child I saw things... experienced
                         things... that no child... that no
                         adult should ever experience.

               Evelyn strokes the Sorceress' face affectionately.

                         If I can learn to feel safe after
                         all that's been done to me... so
                         can you.

               Grateful for the support, the Sorceress tilts her head up and
               kisses Evelyn softly.  Then she snuggles into Evelyn's chest
               again, this time more affectionately than fearfully.  Then
               she chuckles.  Evelyn looks down.

                         What's so funny?

                         Three days ago, if someone had told
                         me I'd be sharing my bed with "Evil

               Evelyn can't help but chuckle.

                         Life does have a way of going in
                         unexpected directions.

               She kisses the top of the Sorceress head.

                         Many things are going to change in
                         our lives now.

                         Yes.  For one thing, you have a lot
                         of catching up to do.

                         "Catching up?"

                         With Teela.

               For the first time, the Sorceress realizes:

                         I can have a real relationship with
                         my daughter.

                         As soon as you feel up to it, you
                         should go and visit her.  Or invite
                         her here.

               The Sorceress looks up at her gratefully.

                         Thank you.


                         For giving me the... kick in the
                         rear I needed.  You were right.  I
                         should have told her long ago.  It
                         wasn't fair to her... or to me...
                         not to tell her.

               The Sorceress looks down at herself.

                         I'm not making the same mistake
                         with this one.

               Evelyn looks down, reaching to the Sorceress' belly under the

                         I intend to raise this child
                         myself.  With you.

               Evelyn pulls her close.

                         Then maybe some good came out of
                         this after all:  an opportunity to
                         raise a child of our own.

               The Sorceress' eyes fill with joy at the thought.  Sensing
               her change in mood, Evelyn smiles suggestively, fondling her
               below the covers.  The Sorceress's eyes close; she smiles,
               tilts her head back, sighs sensuously.  She turns over,
               putting herself atop Evelyn, gazing amorously into her eyes.

               The Sorceress kisses Evelyn tenderly... then kisses her chin,
               her neck, her chest and further.  We stay on Evelyn's face,
               eyes closed, smiling contentedly.  Then, her smile widens;
               she gasps softly and tilts her head back, reaching under the
               covers, writhing with pleasure...

                                                           DISSOLVE TO:


               The Sorceress, Evelyn spooned up behind her, sleeping
               together peacefully, contented.  Then, we hear Orko's voice
               outside, frantic:

                                   ORKO (O.S.)
                         Sorceress!  Sorceress!

               The Sorceress opens her eyes.  She lifts her head, still a
               little groggy.

                                   ORKO (O.S.)

               Now hearing the tone in Orko's voice, she sits up quickly,
               waking Evelyn.  She looks up at her, still a little groggy:

                         What...?  What's wrong...?

                                   ORKO (O.S.)
                         Sorceress!  You gotta see this!

               The Sorceress exchanges a look with Evelyn, then they toss
               the covers aside and rise quickly.

               They dash over to the window.

                                   ORKO (O.S.)


               The Sorceress and Evelyn arrive, look out.  Both of their
               jaws drop at what they see:

               The wasteland around Grayskull is a wasteland no more. 
               Luscious green plant life abounds as far as the eye can see. 
               No trees yet but a plentiful scattering of small saplings
               suggests there will be a full forest soon enough.  The air is
               rich with the sounds of birds chirping.

               Evelyn and the Sorceress exchange an awestruck look.


               The jawbridge lowers.  The Sorceress and Evelyn, now fully
               clothed and freshened up for the day, step out.  They look
               around in wonder...

               Where there used to be barren rock before the jawbridge there
               is now thick, healthy green grass.  The two stone arches
               leading up to the jawbridge are intertwined with vines
               bearing beautiful white flowers.  Only Grayskull itself,
               separated from the land by the abyss, appears unchanged.

               Evelyn smiles.

                         Looks like we might have to invest
                         in some gardening equipment.

               She looks down at her feet sinking into the deep grass.

                         A lawn mower might be useful...

               Orko floats up, waggling his fingers.

                         One lawn mower coming up!

                         Don't you dare!  This is gorgeous!

               Orko nods, looking around.

                         Sure is pretty all right.  But I
                         don't understand.  Nothing like
                         this has ever grown out here.

               The Sorceress nods.

                         It's us.  Evelyn and I.


                         Joining the power of our love has
                         made many new things possible. 
                         This beautiful growth.  He-Man and
                         Battle Cat have new abilities; we
                         probably do as well.

               Suddenly, the Sorceress is thoughtful.

                         New abilities... I wonder...

               She looks up to...

               ...the second arch.

               She strides forward with purpose.

                         Teela Na...?

               Evelyn follows.

               She catches up to her standing just behind the second arch,
               looking beyond it with anticipation.

                         What is it?

               The Sorceress looks up at the arch.

                         Without the Crystal of Allenar, I
                         have never been able to exist in
                         Human form beyond this arch.  The
                         moment I leave the castle grounds,
                         I transform into Zoar the Falcon.

               The Sorceress looks beyond the arch.

               The grass and saplings almost seem to form a path that winds
               through the enchanting, rich foliage, as if inviting further

               The Sorceress takes a deep breath... and steps forward...

               She passes under the arch... then beyond it... and nothing
               happens.  She retains her Human form.

               She looks back at the arch, now a few feet behind her, then
               turns her attention back to the land beyond.  She breaks into
               a run; Evelyn and Orko follow.

               The Sorceress runs joyously, laughing out loud, enjoying the
               freedom she has not had for a very long time.  Then, she
               spreads her arms out transforms herself into Zoar.  She
               swoops up into the sky.

               Evelyn and Orko stop, looking up, watching with awe.

               Zoar swoops way off into the distance.

               Zoar swoops to hover, Evelyn, Orko and the Castle way behind. 
               Zoar transforms back into the Sorceress, who looks around in
               utter astonishment, looking back to the Castle and Evelyn so
               far away that walking it would probably take a good two
               minutes to return.

               Evelyn spreads her arms and transforms into a falcon,
               swooping to join the Sorceress.  Orko stays behind, watching
               in amazement.

               The falcon flies up to the Sorceress who turns to face her as
               she transforms back into Evelyn.

               The Sorceress spreads her arms out and throws her head back,
               taking in a great sniff of the air.

                         I am free!  I am free!

               Unable to contain her joy, she begins to break into tears,
               looking about, breathing deeply.  All at once, she turns to
               Evelyn and grabs her into a warm, heartfelt hug.  Evelyn's
               arms encircle her in return.  They hold each other close.

                         You said... that my music frees me. 
                         But it wasn't just my music.  If it
                         was, it would've freed me long ago. 
                         It was you.

               Then she pulls back, looks into her eyes.

                         Until our first night together... I
                         had always listened to my music
                         alone.  I've never shared it with
                         anyone... until you.  That night,
                         for the first time in my life... I
                         felt free.

               The Sorceress caresses Evelyn's cheek with her thumb.

                         Then we freed each other.

               They dissolve into a tender kiss which lasts for a long, long
               moment.  Then, their hands start traveling over each other's
               bodies, getting carried away.  They literally fall to the
               soft grass, kissing, rolling over and over, pawing each
               other, giggling, playful...

               Orko comes flying up in a panic.

                         Hey!  You two OK?

               They break their kiss and look up at Orko.

               We don't see Orko blushing but it's safe to assume he is.

                         Oh... sorry... I saw you fall...

               Evelyn smiles; the Sorceress laughs.

                         It's all right, Orko.

                         Don't, uh, let me interrupt; I'll
                         just go 'round the back and see if
                         I can find some... interesting
                         flowers for my magic act.  Yeah,
                         that's it...

               And off he goes.

               The Sorceress looks down at Evelyn.

                         Now where were we...?

               The Sorceress starts to lean down to her but she takes her
               face in her hands.

                         Wait.  Now that we can go beyond
                         Grayskull... there's something I
                         have to do.

               The Sorceress looks at her, curious.

               EXT. THE ROYAL PALACE - DAY

               Evelyn, as the falcon, swoops overhead.


               Two PALACE GUARDS open the doors.  Teela steps through,
               escorting Evelyn in.

               King Randor and Queen Marlena look down at her as she
               approaches, showing some surprise at her Sorceress of
               Grayskull clothing.

               Evelyn drops to one knee, bowing respectfully.

                         Your Majesties.

               Randor and Marlena exchange a confused look.  Then Randor
               addresses Evelyn.

                         You may rise.

               And she does, standing respectfully.  Randor eyes her warily.

                         Evil-Lyn.  We have agreed to this
                         audience with you at the personal
                         request of the Sorceress of
                         Grayskull.  You should be aware we
                         would probably not have granted you
                         an audience otherwise.

                         I understand.

                         What can we do for you?

               Evelyn turns her attention to Queen Marlena.

                         I am actually here to speak to you.


               Evelyn slowly steps before her.

                         It's been a long time.

               Marlena is nonplussed.

                         You don't recognize me, do you?

                         You don't look that different in
                         that outfit, Evil-Lyn.

               She slowly removes her headdress, revealing her short white
               hair to Marlena; now, she recognizes her:

                         Evelyn Powers...?

               Randor starts, turns to her.

                         Your copilot on the Rainbow

               Marlena nods, astonished.

               Evelyn drops back to her knee, bows her head.

                         I came to apologize.  For a great
                         number of things.

               She looks up to her, genuine regret in her eyes.

                         You probably wouldn't have ended up
                         here if not for me.  It was my
                         navigational mistake that stranded
                         us here.  And I probably wouldn't
                         have made that mistake if I hadn't
                         been so preoccupied with jealousy
                         over the fact that you were chosen
                         as the pilot... and not me.

               Evelyn looks down, her eyes filling.

                         You were never anything but kind to
                         me.  I repaid you by lashing out at
                         you.  Even here, becoming Evil-Lyn
                         I became a threat to you and your

               She solemnly lowers her head.

                         I came here to pay for my crimes. 
                         Whatever you wish to do with me, I
                         will renounce my powers and accept
                         your just punishment.

               Marlena looks to Randor.  He nods.

                         I leave this decision to you.

               Marlena nods.

                         I'd like to speak to her alone.

                         Very well.
                             (to Teela and the guards)
                         Wait outside.

               Randor rises and follows Teela and the guards out.  When the
               doors shut, Marlena rises and steps up before Evelyn.


               Evelyn, still kneeling, looks up.

                         Rise.  Face me.

               Evelyn stands to face Marlena, holding her gaze respectfully.

                         When she made her request... the
                         Sorceress spoke very highly of you.

               Evelyn blushes a little, glances down.

                         She... loves you very much.  It's
                         obvious from the glow in her eyes. 
                         Indeed, in all the time I've known
                         her, I've never seen her so happy.

               Marlena takes Evelyn by the shoulders.

                         It seems you have a penchant for
                         making people happy without
                         intending to.

                         I... don't understand...

                         If your mistake stranded me here...
                         then I have you to thank for all I
                         have today.  I found the love of my
                         life, and a wonderful family.  I'm 
                         happier here than I ever was on
                         Earth.  As for the other things
                         you've done... we all make
                         mistakes.  If the Sorceress of
                         Grayskull herself thinks so highly
                         of you that she can love you so
                         very much... then I think you
                         deserve a second chance.

               Evelyn shakes her head emotionally.

                         I want to do something.  To make up
                         for the things I've done.

                         There is something you can do.

                         Name it.

                         Give me my friend back.

                         Your friend?

                         Evelyn Powers.

               Evelyn is stunned.

                         I thought... you hated me...

               Marlena is honestly shocked.

                         Why would you ever think that?

                         I made your life a living hell.  I
                         went out of my way to make things
                         difficult, resist every order...

                         You weren't the easiest person to
                         get along with, I'll admit, but I
                         knew there was a good person
                         somewhere under all that jealousy
                         and rage... who needed a friend.


                         I don't know... I just did.

               Evelyn is overcome.  Everything in her body language says she
               wants to hug Marlena.  Picking up on that, Marlena spreads
               her arms invitingly.  Evelyn hesitates, then finally steps
               forward and allows Marlena to envelop her; she returns her
               embrace in kind.

               After a moment, Evelyn shakes her head, sighing.  Marlena
               pushes back to look at her.

                         What is it?

                         Ever since the Sorceress took me in
                         it's like everyone insists on being
                         kind to me.  I'm not used to it...
                         and I'm still not altogether
                         convinced I deserve it.

                         I've never believed that kindness
                         is something one deserves, or does
                         not deserve.  I believe kindness is
                         something good people give... to
                         those who need it.

               Marlena smiles, squeezes Evelyn's arms.

                         You need it.  And you keep getting
                         it because you're surrounded by
                         good people now.

               Evelyn is thoughtful for a long moment... then finally nods.

                         Well.  If that's true... then maybe
                         I can start making up for the
                         things I've done by... spreading
                         some kindness of my own.  But I'm
                         not sure where to begin...

               Marlena gestures to Evelyn's clothes.

                         Well... you're apparently a
                         Sorceress of Grayskull now, and you
                         evidently can use your powers
                         anywhere on Eternia.  You have the
                         power to help many people.

               Marlena says this with an odd twinkle in her eye:

                         Just as my son does.

                         Prince Adam?  I thought he had a
                         bit of a reputation for being...

                         A mother knows what her son is
                         capable of.

               Just then, Evelyn senses something from Marlena.  She breaks
               into a sly grin.

                         You know.  Don't you?

                         Know what?

               Evelyn raises an eyebrow.  Marlena simply shrugs.

                         Like I said.  A mother knows her

               Evelyn nods, leaving it at that.

                         Thank you.  For your kindness.  And
                         your advice.

                         Thank you... for giving me my
                         friend back.

               Evelyn smiles softly.

               INT. THE PALACE - ENTRY HALL

               Teela personally escorting Evelyn (with headdress back on) to
               the doors.  Teela looks to her uneasily.  Evelyn senses her
               mood but is tactful, doesn't draw attention to it.  Finally:


               Teela steps before her.  Evelyn stops, waits for Teela to

                         I want to apologize.

                         For what?

                         I should've trusted you.

                         I can't blame you for feeling the
                         way you did.

                         But Skeletor used my negative
                         feelings about you to pry his way
                         into Grayskull.  If not for me,
                         Serepar would never have... taken
                         my mother...

               Teela's voice breaks on the last words.

                         What happened was not your fault.

                         But I...

                         What happened was not your fault.

               Teela blinks at Evelyn's bluntness.  Evelyn looks at Teela
               with understanding.

                         A great woman once said:  "You
                         cannot control what you feel... you
                         can only control what you do."

                         Who said that?

                         Your mother.

               First, surprise in Teela's eyes.  Then a sad smile.

                         Couldn't ask for advice from a
                         wiser person.

                         Amen to that.

               Just then, Adam rounds the corner.  As soon as his gaze lands
               on Teela, he tries to turn around and go the other way as
               casually as he can...

               Not casual enough:

                         Whoa!  Hold it!

               Adam freezes, turns.

                         You talking to me?

               Teela turns away; Evelyn puts a firm hand on her shoulder.

                         And you.


               Evelyn pulls everyone closer so she can speak in tones low
               enough not to be overheard:

                         You two have been avoiding each
                         other ever since the whole He-Man
                         thing came out.



                         Yes, you.  This childishness ends
                         right here...

               She grabs them both by the wrist, pulling them down the hall,
               earnest but playful.

                         As my first official act of
                         kindness, I'm going to save a good

               Evelyn glances up at a sign over a door:




               The door opens and Evelyn propels Adam and Teela inside.

                         You two aren't leaving here until
                         you work this out.

               Evelyn gestures to two enormous empty buckets.  Her fingers
               sparkle; the buckets flip over.  She points to them.


               With that, she slams the door.

               Teela and Adam look at each other uncomfortably.  Teela folds
               her arms, turns away.  Adam, crestfallen, sits on one of the
               overturned buckets.

               There's a long, awkward silence.  Finally, Teela half turns
               to Adam, looking at him sidewise.

                         You're the Prince of Eternia.  You
                         could order her to open the door.

                         You're the Captain of the Royal
                         Guard; you could, too.
                         But I think we both know... she's
                         right.  We need to talk.

               She turns away.

                         What for?  So you can lie to me


               She whirls on him.

                         We've been friends since we were
                         kids, Adam!  How could you keep
                         something like this from me, of all

                         I had no choice.

                         Of course you had a choice!  You
                         could've trusted me!

                         I do!

                         Sure doesn't seem like it!

               Adam opens his mouth to retort, then pulls back... thinks...
               tries another tack:

                         I've told you some of my deepest,
                         darkest secrets...

                         Except the most important one...

                         Have you ever told any of my
                         secrets to Man-At-Arms?

                         Of course not!

                         He's your father; you're closer to
                         him than anyone.  Wouldn't he be
                         disappointed that you're keeping
                         secrets from him?

                         That's different.  Those are your
                         secrets; they're not mine to tell.

                         And the secret of He-Man was not
                         mine to tell.

                         The fact that you are He-Man is not
                         your secret?

                         It's a secret... of Grayskull.

               That brings Teela up short.

                         It wasn't about me trusting you...
                         it was about Grayskull trusting
                         me... with its secrets.

               Adam chuckles mirthlessly.

                         You think I didn't want to tell
                         you?  You know how hard it is to
                         have you think I'm some kind of
                         coward because I take off every
                         time there's danger?  Well... now
                         you know why.

               Teela looks down, nods thoughtfully.

                         To become He-Man.

               She meets his gaze again.

                         But this doesn't explain why you're
                         so lazy about your training, and
                         always goofing off...

                         Actually, it does.  Take a good
                         look at me.  Really look.  Now
                         think of He-Man.

               Teela, looking into his eyes... it suddenly dawns on her:

                         You do look a lot like him...

                         Exactly.  So... the more... lazy
                         and irresponsible I appear to be as

                         The less likely people will make
                         the connection.

               Teela shakes her head, then slowly gets up and steps to a
               corner, arms folded, looking up at the ceiling.

                         I feel like I don't know anything
                         about my own life.

               Adam slowly gets up and goes to Teela, putting his hands on
               her shoulders.  At first, Teela is comforted a little, but
               then she gets oddly tense, shrugs him off.

                         And that's another thing...


               Teela closes her eyes, takes a deep breath, then turns to
               face him.

                         You and I grew up together.  Like
                         brother and sister.  So I think of
                         you like a brother.

               There's a vague disappointment in Adam's eyes.

                         I know that look.

                         What look?

                         It bothers you when I say you're
                         like a brother; it always has.  I'm
                         not blind.  I know how you feel
                         about me.

               Adam blushes, looks away.

                         Now here's the problem.  I may not
                         think of you in that way... but I
                         do think of He-Man in that way.

               Adam looks up, blinks, starting to understand.

                         Oh wow...

                         Oh wow...

               Teela paces to the opposite wall.

                         It feels like I just found out the
                         man I'm in love with... is my

                         Well... I'm not your brother...

                         I know... but... I just never
                         thought of you that way.

               Teela quickly turns back to him.

                         Nothing against you.  You're... a
                         fine looking guy... I mean you
                         resemble the man I... I mean you

               Lost now, Teela presses the heel of her hand to her forehead.

                         I don't know what I mean...

               Suddenly, Teela laughs.


                         Oh... nothing, just... remembering
                         all the times I've gushed to you
                         about He-Man.  That... had to be
                         hard for you.

                         You have no idea...

               And now Teela blushes deeply.

                         And I just realized that means He
                         Man heard every word I said...

               Adam smirks.

                         Well... look at it this way:  at
                         least you don't have to figure out
                         how to tell him...

               Teela looks to him, not sure whether to be annoyed or amused.

               Adam walks up to her slowly.

                         Teela... you're right.  About my
                         feelings for you.  But that also
                         means... that He-Man has feelings
                         for you, too.

               Teela's becoming overwhelmed; she closes her eyes.

                         I'm so confused...

               Adam gently takes her hands in his.  She opens her eyes.

                         Teela... you know how I feel.  How
                         He-Man feels.  Whatever you decide
                         to do... I'll always be your

               Teela nods, grateful for that.  Then she shakes her head.

                         I've dreamed of He-Man for so
                         long... but now that I know he's
                         you... I... I don't know whether...

               'll ever feel the same about
                         him again.

               Teela's tears are threatening to erupt.  But before they can
               get started:

                         There's one simple way to find out.

               All at once, Adam's arms are around her and his lips are on
               hers.  At first, she holds her hands up stiffly, eyes open in
               shock.  Then, as she starts to register the sensations, her
               eyes slowly close and her hands drift to his back.

               After a long, lingering moment, Adam finally breaks the kiss. 
               Teela is trembling; it takes her a moment to recover her
               composure.  She takes a deep breath, slowly opens her eyes,
               blinks.  There is clearly still much confusion in her eyes...
               but a hunger as well...

                         I hope I didn't overstep my...

               He never finishes the sentence, Teela now pressing her lips
               to his.  This time, the kiss is much deeper and more
               passionate, Teela giving it her full attention.  It's not an
               aggressive, lustful kiss; it's the gentle, tender kiss of two
               people who love each other who have longed for this moment...

               Finally, Teela breaks the kiss, an impish grin on her face:

                         It's not polite to talk with your
                         mouth full...

               And she kisses him again, pressing herself to him...

                                                           DISSOLVE TO:

               EXT. THE PALACE - NIGHT

               A peaceful night.

               INT. THE PALACE - THRONE ROOM

               Serepar, bound in handcuffs and leg irons, is held on either
               side by guards before King Randor and Queen Marlena.  Present
               are the Sorceress and Evelyn surrounded by their friends He
               Man, Teela, Man-At-Arms and Orko, off to one side.  King
               Randor gazes at Serepar with disgust.

                         Serepar.  You have been found
                         guilty of one count of attempted
                         murder, and multiple counts of
                         aggravated sexual assault.  Do you
                         have anything to say before
                         sentence is determined?

               Trembling, Serepar remains silent.

               Randor considers him for a long moment.

                         Mercifully, it is rare that I
                         conduct trials for crimes as
                         serious as yours.  However, this is
                         the first time I've had to conduct
                         a trial for such heinous crimes
                         committed... against people whom I
                         consider to be friends.

               Randor leans forward glowers at Serepar.

                         Under our law... I could have you
                         put to death.

               The color completely drains from Serepar's face.

                         The only reason I will not... is
                         because I do not wish to go down in
                         history as the first King of
                         Eternia in 500 years to order the
                         death penalty.

               Randor leans back.  Serepar looks like he may faint.

                         That, of course, leaves open the
                         question of your punishment.

               Randor turns an even gaze on the Sorceress and Evelyn.

                         Until today, I've never given much
                         thought to the legal status of
                         Castle Grayskull under Eternian
                         law.  These events, however, have
                         forced me to consider this
                         question.  This is my conclusion: 
                         Grayskull was, at one time, an
                         independent kingdom.  Although King
                         Grayskull himself is long dead,
                         Veena Grayskull, his Queen, served
                         as the first Sorceress of
                         Grayskull.  The duty of Sorceress
                         has since been passed from
                         generation to generation by each
                         preceding Sorceress.  It seems to
                         me, then, that each new Sorceress
                         could be considered, legally, to be
                         the Queen of the Kingdom of
                         Grayskull.  I therefore decree that
                         the Kingdom of Eternia recognizes
                         the Kingdom of Grayskull as a
                         sovereign government.  To that end,
                         Serepar, you are to be extradited
                         to Grayskull and placed in the
                         custody of the Sorceress of
                         Grayskull and her partner Evelyn
                         Morgan Powers.  They will determine
                         your final punishment.

               He nods to He-Man.  He-Man steps over and takes Serepar's
               arm; the royal guards step away.  He-Man takes Serepar to
               face the Sorceress and Evelyn.  They both regard him. 
               Everyone else in the room waits and watches.

               Finally, the Sorceress speaks:

                         Serepar.  As Queens of the Kingdom
                         of Grayskull, I and Evelyn Morgan
                         Powers hereby banish you to the
                         Phantom Dimension where you will be
                         doomed forever to exist as an
                         invisible phantom.

               The Sorceress steps up to him, locking into his gaze:

                         You will be able to watch us raise
                         your daughter... but she will never
                         see or hear you.

               Evelyn and the Sorceress raise their hands, projecting beams
               of energy onto him.  Serepar balls his hands into fists:


               He fades away into nothingness.  His restraints fall with a
               clatter to the floor.  His last furious, desperate scream
               echoes away in the hall... then silence.

               Satisfaction in the Sorceress' eyes and in Evelyn's:  justice
               is finally served.

                                                           DISSOLVE TO:

               EXT. CASTLE GRAYSKULL - DAY

               The Sorceress at the top of the tower writing in her journal
               (just as we saw in the opening scene):

                                   SORCERESS (V.O.)
                         No Sorceress of Grayskull before me
                         has ever endured an attack so
                         intimate, so personal, as the one
                         to which Serepar subjected me.  It
                         has shaken the very foundation of
                         my sense of security; I may never
                         recover completely.  Yet, if given
                         the chance, I would not change one
                         thing that has happened over these
                         past few days.  Everything I have
                         gone through, as terrible as it has
                         been, has also played a pivotal
                         role in building the bond Evelyn
                         and I now share.  If my torment
                         over those days is the price I must
                         pay for what I have with her now...
                         it was worth it.

               Above her, she hears the call of a falcon.  She looks up.

               Evelyn, in her falcon form, circling above.

               The Sorceress smiles.  She returns her pen to the paper:

                                   SORCERESS (V.O.)
                         We have chosen a name for Evelyn's
                         falcon form.  Mine, Zoar, is an
                         ancient Eternian word meaning, "The
                         Guardian."  Evelyn's falcon form
                         will be known as Mari:  "The

               The Sorceress puts down her pen.  Looks up:

               MARI swoops down towards her.

               She hovers next to the Sorceress and transforms back into
               Evelyn, who looks down at her affectionately.

               She gently closes the book, rises and gestures; desk and book

               The Sorceress and Evelyn step up to observe the awesome view
               of the new foliage around Grayskull.  Even in the space of a
               single day it's noticeably more lush; there has been visible
               growth in the saplings.  Evelyn gestures to it.

                         I flew all the way to the edge of
                         this.  It goes all the way to the
                         Evergreen Forest.

                         The entire wasteland...?

               Evelyn nods.  She steps behind the Sorceress, putting her
               arms around her.  She buries her face in her headdress,
               rocking her back and forth.  She whispers in her ear:

                         I have something for you.

               The Sorceress turns.  Evelyn takes her left hand, holding her
               "ring finger" in between her thumb and forefinger.

                         On Earth it's traditional, when
                         you're in a partnership with
                         somebody, to wear a ring on this
                         finger.  I want you to have this.

               With that, Evelyn holds up the fingers of her other hand.  In
               them appears a ring with a small crystal set into it.  She
               slides it gently onto the Sorceress' finger.  The Sorceress
               looks at it with odd recognition.

                         Evelyn... this is the crystal I
                         gave you...

                protect me from my
                         nightmares.  Yes.

                         I can't take this.  Without it...

                         ...I'll have the nightmares again. 
                         I know.  I want to have them.


                         They're a reminder... of what my
                         foolishness almost cost me.

               The Sorceress opens her mouth to retort; Evelyn gently places
               her fingers on the Sorceress' lips.

                         Whenever I have one, it'll remind
                         me how important you are to me...
                         so I'll never take you for granted.

               The Sorceress is deeply moved.  Slowly, her arms go around
               Evelyn and pull her close.  Evelyn's arms envelop her in

                         I love you.

               Evelyn kisses the Sorceress' neck.

                         I love you, too.

               Faintly, Meat Loaf's "Rock and Roll Dreams Come Through"
               begins to drift in...

               After holding each other for a long moment, the Sorceress
               gently pushes back from Evelyn, looking into her eyes with a
               depth of joy beyond description.  Softly:

                         Come fly with me.

               With that, she spreads her arms and transforms into Zoar. 
               Evelyn smiles, spreads her arms and transforms into Mari. 
               Flapping their wings, they both turn, swooping gracefully out
               over the gorgeous, lush greenery now surrounding Grayskull,
               circling the castle together in a graceful arc...

               Zoar and Mari fly, playfully, dancing together delicately in
               the air, circling, swooping, brushing up against each other,
               open, joyful...


               CREDITS SUPERIMPOSED over Zoar and Mari's dance in the sky:

                                   MEAT LOAF
                         You can't run away forever,
                         But there's nothing wrong with
                         getting a good head start.
                         You want to shut out the night;
                         You want to shut down the sun;
                         You want to shut away the pieces of
                         a broken heart.
                         Think of how we'd lay down
                         We'd be listening to the radio so
                         loud and so strong,
                         Every golden nugget coming like a
                         gift of the gods;
                         Someone must have blessed us when
                         he gave us those songs.

                         I treasure your love;
                         I never want to lose it.
                         You've been through the fires of
                         And I know you've got the ashes to
                         prove it.
                         I treasure your love;
                         I want to show you how to use it.
                         You've been through a lot of pain
                         in the dirt;
                         And I know you've got the scars to
                         prove it.

                         Remember everything that I told
                         Well I'm telling you again that
                         it's true.
                         When you're alone and afraid
                         And you're completely amazed
                         To find there's nothing anybody can
                         Keep on believing,
                         And you'll discover baby...

                         There's always something magic;
                         There's always something new,
                         And when you really, really need it
                         the most,
                         That's when rock and roll dreams
                         come through.
                         The beat is yours forever;
                         The beat is always true,
                         And when you really, really need it
                         the most,
                         That's when rock and roll dreams
                         come through... for you...

                                                    SLOW FADE TO BLACK.

               Song continues over final CREDIT SCROLL OVER BLACK:

                                   MEAT LOAF
                         Once upon a time was a backbeat;
                         Once upon a time all the chords
                         came to life,
                         And the angels had guitars even
                         before they had wings.
                         If you hold on to a chorus you get
                         through the night.
                         I treasure your love;
                         I never want to lose it.
                         You've been through the fires of
                         And I know you've got the ashes to
                         prove it.
                         I treasure your love;
                         I want to show you how to use it.
                         You've been through a lot of pain
                         in the dirt,
                         And I know you've got the scars to
                         prove it.

                         Remember everything that I told
                         Well I'm telling you again that
                         it's true!
                         You're never alone cause you can
                         put on the 'phones
                         And let the drummer tell your heart
                         what to do!
                         Keep on believing,
                         And you'll discover baby...

                         There's always something magic;
                         There's always something new,
                         And when you really, really need it
                         the most,
                         That's when rock and roll dreams
                         come through!
                         The beat is yours forever;
                         The beat is always true,
                         And when you really, really need it
                         the most,
                         That's when rock and roll dreams
                         come through... ohh, for you! 

                                   BACKING SINGERS
                         The beat is yours forever; that's
                         when rock and roll dreams come

                         The beat is yours forever; that's
                         when rock and roll dreams come

                         The beat is yours forever; that's
                         when rock and roll dreams come

                         The beat is yours forever; that's
                         when rock and roll dreams come

                         The beat is yours forever; that's
                         when rock and roll dreams come

                         The beat is yours forever; that's
                         when rock and roll dreams come

                                                           MUSIC FADES.

                                         THE END

Script created with Final Draft by Final Draft, Inc.