Adora, Bo, Glimmer, Kowl, and Spragg take Queen Angela's crown into town to have the jewels reset. They are ambushed by Leech and some Horde troopers, who manage to take the crown even though She-Ra arrives to lend a hand. Bo, Glimmer, Spragg, and Peakablue decide to go into the Fright Zone to reclaim the crown, counting on She-Ra to come rescue them if they get into trouble. Madame Razz is worried that the Rebels are depending on She-Ra too much and advises Adora to follow them but not transform. When Catra and Claudine corner the Rebels, Adora does transform into She-Ra but tells Bo and Glimmer that they shouldn't put themselves in danger for a crown and then expect to be rescued. She goes on to assure them that they are fully capable of defending themselves in this battle. She then disappears, and the others manage to do quite well, but Peakablue gets captured and they have to continue into the Fright Zone. Catra, Leech, and new bad guy Entrapta keep Peekablue in a garden whe

General Sunder returns in this episode. Now, Sunder is a farmer and he has a wife Mally and a daughter. The Horde captures Sunder's wife and daughter. Now it is up to Sunder to save them.

In a tale of destiny, She-Ra meets a young girl called Small One after being captured by a group of evil warriors lead by Baron Condor of Sand Valley. The girl is knocked unconscious by one of the Baron's inventions, but is revived by Light Hope into a thoroughly new form - that of Flutterina, the latest addition to the Rebellion. Together, She-Ra and Flutterina teach the residents of Sand Valley to live in peace and Glimmer to see that true beauty comes from within

Young Prince Kevin has runaway from his home and accidentally gets transported to the Fright Zone, where he is put under a spell by Shadow Weaver and used against the Rebellion. Not only is he the cause of the ruined carnival in Twigget Village, but also the capture of Flutterina. So to redeem himself, he goes with She-Ra to rescue her - and breaks Shadow Weaver's spell himself

Madame Razz receives a visitor, a young trainee magician called Ely, sent to her by Candor, a a famous, experienced Etherian magic-maker. However, Ely's arrogance and inexperience get him into trouble with Shadow Weaver, who wants the Serenity Stone that Ely found on his way to Whispering Woods. But the stone possess great power - power that neither Shadow Weaver or Ely can handle

Mermista, who supports the Great Rebellion, tells Adora that the rest of her people won't fight the Horde because the Horde has never provoked them. But that changes when Hordak steals the Power Pearl that gives Mermista's people their magic powers. She-Ra and Mermista have to retrieve the Pearl before Shadow Weaver learns how to unlock its magic. They get some help from a baby horn whale that they helped rescue from Hordak's troopers.

The Rebels take cover in a small village when Shadow Weaver releases the relentless power of the Cave of Winds. She-Ra is their only hope - she must fly to Bright Moon to find Queen Angella whose magic is just powerful enough to fight tht of the Cave's. However, our heroine is sidetracked when Swift Wind is needed to help a race of Tree-People reach their new home in the sky - and as they learn never to judge people on appearances, She-Ra finds a new way to defeat the Horde.

Adam, Orko, and Snout Sprout have come from Eternia to witness Etheria's Day of the Flowers, a celebration of the planet's beauty. The same day, Hordak forms an alliance with the Monstroids in an effort to capture more slaves (he's lost many in the Rebellion's raids). Six powerful Monstroid machines close in on the free Etherians' celebration. Unfortunately, one of Orko's spell mishaps has caused the Swords of Power and Protection to disappear! Adam and Adora have no choice but to fend off the Monstroids without the powers of their alter egos. Snout Sprout, Frosta, Madame Razz and Broom help out all they can, but the Monstroids keep coming. Can Orko find the lost swords in time?

Shakra, Adora's care giver and surrogate mother during the years she lived in the Fright Zone, has decided to leave the Horde. Hordak suprises Shakra by giving her a parting gift: a beautiful pendant. In reality, Hordak uses the pendant to spy on her as she ventures into the Whispering Woods to join the Great Rebellion. When a Rebel raid goes foul and Bow and Glimmer are captured, Madame Razz is convinced that Shakra is a traitor. But Adora/She-Ra doesn't believe that and lets her beloved friend accompany them on the rescue mission.

Glimmer falls for a Horde Corporal called Romeo after he is wounded and captured by the Rebellion. But can he be trusted?

Peekablue, who is too timid to be an active part of the Rebellion, gets captured by the Horde and placed under one of Shadow Weaver's mind control spells. Hordak then forces her to use her clairvoiant powers to locate rebels in the Whispering Woods and capture them with hover claws. Adora allows herself to be captured so she can enter the Fright Zone and discover how the Horde has learned to penetrate the Woods' magic. Once there, she is able to free the prisoners and break Shadow Weaver's spell with a little help from her alter-ego.

Adam's visit to Etheria is interrupted when he and Adora spot a space vessel being shot down by the Horde. They transform into He-Man and She-Ra and seek Mermista's help in saving the pilot, who landed in a region of ice water. Frosta also volunteers for the mission once she spots He-Man, who is uncomfortable with the attention she gives him. He-Man and Frosta deal with the Horde Troopers while Mermista and She-Ra swim down and free the unconscious pilot from her ship. The pilot turns out to be Sweet Bee, a beautiful alien who can fly and create honeycomb nets. He-Man is very attentive to her, much to Frosta's annoyance. Sweet Bee was scouting out a new home for her people after their planet was destroyed. She-Ra tells Sweet Bee that her people would most likely be enslaved by the Horde if they came to Etheria. They have to get word to the Hive not to come, but the Horde has Sweet Bee's ship and uses it to send a message encouraging her people to settle here. With the help of

Sprintina is given a magic paint brush by a mysterious woman she meets in the woods. It gives her the ability to paint gorgeous pictures of her friends in the rebellion. Little does she know, that the mysterious woman is none other than Shadow Weaver herself. Once Sprintina paints someone's portrait, they disappear and end up in the Fright Zone, trapped in their own painting.

Sweet Bee escapes just as Skeletor takes possession of her people's Hive. Can the Rebels help Sweet Bee save her people, who have been enslaved by Skeletor's magic?

Loo-Kee's people (including his father) are captured by Hordak. It is up to Loo-Kee, his female friend, and She-Ra to save them.

The Horde Professor Tempest Invents a Machine that can rewrite History and Hordak uses it to his advantage to rewrite History to where he always Defeated She-Ra. Can She-Ra Destroy this machine?

She-Ra must fight to stop Hordak from stealing the essential element of a magical village that appears only once every 500 years.

Hordak tricks Spinnerella into believing Netossa is being held captive by the Rebellion. Spinnerella creates a whirlwind that puts the Whispering Woods in danger.

A young man runs away from his circus family because he thinks his father does not love him. He and Glimmer are kidnapped by King Darkspur, but He-Man and She-Ra come to the rescue.

Adora travels to the Fright Zone with Sorrowful the dragon to retrieve a locket that was stolen by Imp.

Sprocker, the Twiget, ends up captured by Hordak. Hordak tells She-Ra that if she takes his place he will free Sprocker, and that he will not harm the Rebels. Hordak makes She-Ra promise that she will never try to escape.

Shadow Weaver's wand falls into Bow's hands, giving him great magical powers. He becomes arrogant with his new power and causes an entire village to be seized by the Horde.

The Horde is stealing the rebels' food. Glimmer and Adora disagree on what course of action to take against them. Glimmer gets tired of everyone following Adora's plans instead of hers. She visits Mirror Lake, where a magical reflection of herself says she should make her own plans to fight the Horde. Little does she know, Shadow Weaver has used her magic to trick Glimmer into making her own rebellion, consisting of Horde troopers.

Adora and Adam sneak into the Fright Zone to reclaim She-Ra's sword and save a group of their rebel friends from the clenches of Hordak.

Hordak shoots down a spaceship so he can take the energy cell it contains. She-Ra and the spaceship's pilot work together to take it back before it destroys the world.

Shadow Weaver steals Orko's shadow. Orko is getting weaker without his shadow. It is up to She-Ra, Man-At-Arms, Orko, Glimmer and Bow to get Orko's shadow back.

Two young Bibbets steal Adora's sword and Bow's weapon. The two Bibbets think that Adora and Bow work for the Horde.

Swift Wind's mate has been kidnapped by Hordak. If she is NOT back on Unicorn Island before their baby is born, their baby will be just a normal horse and NOT a Unicorn.