Shaping Staff

by WXW
Published: Dec 28th, 2008


People to Various. A He-Man and the Masters of the Universe Fanfic.


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The Shaping Staff: A Masters of the Universe horror story / Fanfic - By WXW Author: By WXW Species: People to Various Date: Dec. 28, 2008 Rating: X The Shaping Staff:
A Masters of the Universe horror story / Fanfic
Based on the episode by Paul Dini and Lou Kachivas

Disclaimer: He-Man and the Masters of the Universe are the sole property of Mattel.


The winter was far from over.

After Skeletor's failure with the Diamond Ray of Disappearance and the Cosmic Comet, he concocted a new plan. Evil-Lynn was starting to discover that Skeletor was now showing an interest in ancient talismans and objects. Not that there was anything wrong with that. In fact, each new quest offered her new insight to the long and mysterious past of Eternia's magic.

His new plan was more complex than his previous. She was leading his oldest and arguably strongest of Evil Warriors � Tri-Klops, Beast-Man, Trap-Jaw, and Me-Man � in the Cradle of Stak'Lar. Meanwhile, the rest of her comrades were somewhere in the Desert, taking part in a series of robberies. These robberies were pointless save to attract the attention of the Heroic Warriors. No He-Man yet, but that could change.

The Cradle of Stak'Lar took days to accurately locate. It was all but forgotten. However, it was none other than Evil-Lynn that suggested finding it to her master. Skeletor liked the idea, formed his plan around finding it, and had Evil-Lynn get to work. It turned out that Stak'Lar was located just north of the Crystal Sea � Mer-Man's realm. The north track of land was virtually uncharted and almost impossible to get to because of the dangers Mer-Man's minions present.

The air was cold and the wind howled. They walked through a partially frozen bog, mud and ice sloshing and cracking with each step they took. They passed old, twisted trees every now and then and as the group continued onward, the number of these trees was growing. There appeared to be a small forest of these trees up ahead.

They entered the forest, the wind howling still.


Tri-Klops' voice was firm and commanding. Everyone halted in their tracks and turned to him.

"What is it?" Mer-Man questioned.

"I'm seeing . . ." He looked around, eyes rotating rapidly. "I keep picking up faint life-signs. I can't rightly explain it."

"Ghosts?" asked Beast-Man.


"These lands are haunted," Mer-Man said then. "Not even the most cunning of my warriors will come up here."

"Cunning is not a word I would use for any of your warriors, Mer-Man," Evil-Lynn sighed. "And if any of you are afraid, then I suggest you go back to Snake Mountain. However, need I remind you that Snake Mountain is just as haunted as anywhere else on Eternia?"

"Well, we're used to it there," Trap-Jaw replied. "Out here -- "

"Out here, if we encounter something evil, we'll try and recruit for Skeletor's cause. We are the Evil Warriors, correct? Let us start acting like it again and continue." Evil-Lynn turned on her heel and started forward, unafraid of the forest and what may lurk within.

The Evil Warriors followed. A cold wind shook the bare trees, causing the branches and trunks to moan and scratch. Who are you?

"Did anyone hear that?" Trap-Jaw asked suddenly.

"I did," Beast-Man grunted.

"Silence. Just keep walking. We're almost there."

The wind howled again, the trees shaking harshly against it. Why are you here? Why do you come here? Who are you?

This time, Evil-Lynn stopped in her tracks as well. She looked around, seeing occasional flashes of light in her peripheral vision.

Tri-Klops grabbed the hilt of his sword. "What is this? Evil-Lynn, you've led us into a trap!"

"Silence!" she roared and held up her staff. The orb that sat in clawed clutches atop the staff came alive, issuing a harsh silver light in the growing darkness of the forest. She raised the staff even higher, the light from within growing more and more intense.

The wind blew once more and the trees shook, but there was no voice carried along with it.

"Onward," Evil-Lynn said, once more leading them along the path she found in the ancient scroll Mer-Man discovered.

"It's not ghosts," Beast-Man said after a while. The terrain was starting to change around them. The trees were denser, the ground was slopping downward, and huge rocks were sticking out of the ground.

"What are you talking about?" questioned Trap-Jaw. "Of course it's ghosts."

"Ghosts give off a distinctive smell and I'm not getting their whiff. It's something else."

Tri-Klops twirled his eyes. "I'm still getting strange life-signs. I can't pin them down."

"Ignore it all," Evil-Lynn advised. "We may face a great challenge ahead and you must focus."

Who are you?

The wind was harsh, the voice pleading. Beast-Man snorted, Mer-Man had his sword out. "Here we go again."

"It's more than one voice," Beast-Man remarked. "It sounds more like . . . four or five."

Mer-Man shrugged and turned to his left. He gasped, eyes going wide. To his immediate left was one of those bare trees � except this tree had a face. It was locked in position, mouth agape, merged completely with the tree. But there it was. The tree had a face.

"What is this?!" he yelled.

The wind came in and shook the tree. The face remained in position.

"Look at this!" Trap-Jaw shouted, pointing to a rock. "There's a face on it!"

"Maybe we should get out of here . . ." Beast-Man snarled.

Evil-Lynn, though startled, pressed onward. "Cowards."

The four men paused briefly, then followed her.

The winds continued to howl and issue questions and a few warnings as they trekked through the bare, eerie forest. Tri-Klops continued to detect faint life-signs, Beast-Man smelled odd things, and all of them saw the occasional face in an object. The further and further they got, the more the jutting rocks started to take on a more statue-like appearance. The trees were smaller and the faces on them more prominent. The others were still unsure; Evil-Lynn was smiling.

The came at last to a clearing at the bottom of the long, slow slope. There, in the center of the clearing, was an ancient structure. Steps led up to a flat platform on which was an altar and a stone box. Sigils and symbols from days long since passed out of mind were engraved in every piece of stone around them.

"There it is," Evil-Lynn said with unabashed excitement in her voice.

She was suddenly slammed to the ground, her staff flying from her hand, her face smacking into the frozen dirt.

"LOOK OUT!" shouted Tri-Klops from far behind her.

A monster stood above Evil-Lynn. He was at least twenty feet tall, covered in brown fur. His face extended out, revealing an alligator-like mouth. From his back were two long stalks with lobster-like claws on them.

Tri-Klops unleashed a beam at the beast, but the creature shrugged it off. He dove for Tri-Klops, moving at a speed so stunning for a creature its size. The pincer claws tore into Tri-Klops' visor, ripping off the casing and one of the eyes, revealing wires that now danced wildly. Tri-Klops crumbled back, spinning his visor so that the wires wouldn't smack his face. His vision was a haze of static.

Mer-Man tossed his trident at the monster, but its pincer caught up and his ape-like hands snapped it in two. The monster roared and shoved Mer-Man into a tree, the back of his head colliding with a feminine face of bark.

Trap-Jaw transformed his hook arm into a laser cannon. He got off a few shots, but the monster rushed over and sent all four of its arms (hands and pincers) into Trap-Jaw's robotic limb. Trap-Jaw's iron jaw dropped in agony as his cybernetic arm was destroyed.

Then there was Beast-Man. Unlike all the others, Beast-Man knew the way of animals � and monsters. He threw himself completely against the monster, hands grabbing the pincers and holding them up and closed. Beast-Man pulled hard, yanking the monster off-balance long enough for Beast-Man to bite into its neck. Blood exploded and the monster screeched.

The monster slammed its fists in Beast-Man's arms, causing Beast-Man to loose his grip. The monster shoved Beast-Man back.

Beast-Man was about to strike again when a burst of power hit the monster in the back. The monster roared in pain and Beast-Man bounded in, striking the monster with all he had in the abdomen. Evil-Lynn standing behind the monster, hit him again with a burst of power.

The monster wavered, and then collapsed.

Evil-Lynn waved her hand and from around the monster's neck came a chain necklace with a key on it. It floated to her hand.

"Well done, Beast-Man."

Evil-Lynn walked up the steps, stepping between the overgrowth � even it seemed to have a strange facial pattern to it. She arrived at the table where the stone box sat. She found the lock, pushed in the key, and turned.

The box groaned, the wind howled with questions and warnings, and a great cloud of dust emerged from the edges of the box. It fell open, revealing a pristine golden staff that had a large circle on the top. It too was covered in the same runes and sigils as everything else in the clearing.

"The Shaping Staff," Evil-Lynn said.

She carried it over to the rest of the Evil Warriors. Beast-Man and Mer-Man were the only ones worth any good � but that was okay. Still workable. Perhaps even moreso.

"Mer-Man, take Tri-Klops and Trap-Jaw back to the Crystal Sea, and then get to Snake Mountain for repairs. Beast-Man, you're with me."

"What about the monster?" asked Mer-Man.

Idiot, Evil-Lynn thought. "He's chained to the structure. Can't you see?"

Mer-Man looked down and saw a chain leading from the bottom of the steps to the monsters right ankle. It rusted, but still holding.

"Onward gentlemen," Evil-Lynn said and stepped back into the forest. Their journey out wasn't as creepy as their journey in; however, instead of questions, the howling simply carried a baleful Noooo . . .


During the bitter winter months, the market place becomes enclosed in glass and is heated, thus allowing the thriving Eternos commerce to continue. It was here Orko spent his early afternoon. He had been searching for nothing in particular; however, it was certainly right to guess that if he found something that would ultimately help improve his act, he would buy it.

So he perused the trinkets and stones, the amulets and necklaces, wondering, thinking perhaps one of them would be magic enough to help his magic stabilize. He so wanted to put on a good show for the royal family tonight. Only Adam and the Queen seemed to get any amusement out of the way he messed things up.

"'Scuse me there, sir," came a scratchy old voice from behind Orko.

The Trollan turned and watched as an old man came wobbling over to Orko. "How can I help you?" Orko asked.

"I think I might just be able to you, sir. You're the court jester, right oh? The man who brings such laughter and amazement to the king and queen?"

"Why, yes, yes, I am. Who are you?"

"Name's, ah, Larch. I got a hold of this ol' magic book. Thought you might be interested in it."

The book was presented to Orko, a leather bond thing that looked particularly ancient. Orko opened it and glanced at some of the pages. The symbols within were mostly unrecognizable, though he thought he saw some he did indeed recognize.

"How much for it?"

"Five gold coins, just as long as you promise to use it."

Orko chuckled and paid the old man. "Of course! I'll use it tonight!"

Orko, book in hand, went to Palace.

* * * * *

The afternoon was darkening, dimming into early evening. Outside, snowflakes danced softly onto the barren and frozen landscape. They dusted into the streets of Eternos. A chilled air gripped the Palace as it had so many nights previous. This place knew winter and it was a particularly depressing time for the people of Eternos. It barely snowed enough to give them the comforting blanket of white.

Half an hour before dinner, Orko summoned the royal family. King Randor and Queen Marlena had been in meetings all day.

"I, for one, am looking forward to what Orko has to offer us tonight. After that annoying agricultural meeting, I just want some excite. Something . . ."

Randor half-smiled. "Yes, dear, well . . . if there's anything about Orko's little shows, it's excitement. I just hope he doesn't accidentally almost catch the Palace on fire again."

Marlena shook her head a little. "Oh Randor, it was fine." She sighed briefly. "I'll make sure the hose is ready."

The doors to the throne room opened before them, granting them entrance to the most secure and powerful chamber in Eternos. Through the window, the sky was turning deep purple and the snowflakes blustered and swirled.

Prince Adam and Captain Teela entered through the side door, having finished a work-out session in the gym. Adam was looking in a less than sour mood, but Teela looked even worse. Cringer lagged behind them, obviously hunger.

"So what's Orko got for us this time?"

"It better not involve eggs," Man-At-Arms grumbled, entering in through the main doors.

"I don't mind that too much," Cringer said. "It means I get a snack."

"Raw eggs aren't good for you, Cringer," Adam chided. "Where's Orko?"

There was puff of light and smoke in the middle of the room. Randor glanced to Marlena. Orko appeared, holding the book he had received that afternoon.

"What's that book, Orko?" asked Teela.

"I got it this afternoon! Brand spanking new and I've already memorized a spell!"

"What spell would that be?"

Orko levitated the book and cracked his knuckles. He and the book floated over to a large wooden table near the left wall.

"Swettam yroc! Dlonra nivek!"

The glowed green, vibrated, and then shattered. The pieces then flew into the air, swirled around the room, then crashed in the center.


"Ummm . . . . whoops! It wasn't supposed to work like that!"

"Can you fix it, Orko?" asked Teela.

"I don't know . . ."

At that moment, the doors to the balcony came flying open. A burst of smoke rose up and there appeared a woman.

"I apologize for my intrusion, but my name is Majestra and your court jester has my spell book."


Majestra stood in the open door the balcony, little smoldering smoke wrapping around her and flowing outside in the cold winter wind. She was blonde, but a long black streak on one side her hair and a long red streak on the other. She wore a green top that hugged her chest tightly split open at the abdomen, revealing and firm and flat tummy. Below her belly button was belt that held a number of trinkets and small bags. A black skirt that only reached her knees lay over fishnet stockings. Her face was round and cute.

Teela was ready to take her down. She activated her wrist laser and pointed it straight at Majestra. The woman was obviously a witch of some kind, considering her entrance.

"Hold your fire!" Randor cried out and stepped forward. "You claim Orko's book is your own?"

"Yes," Majestra responded. "Again, I apologize for my entrance, but I attached a summoning spell on the book. Whenever a spell were to be used, it would instantly teleport me to its location."

"Orko, where did you say that book came from again?"

"A man in the marketplace. Larch."

Majestra grinned thinly. "Larch. I should have known."

"You know this Larch?" questioned Adam.

Majestra nodded. "He's a collector of magic items. He had been after my books for weeks now. During one of my recent travels through the Borderlands, he must have snatched it up."

"Well, he may have been right to!" Orko argued. "The spells don't work!"

Majestra laughed heartily. "No no, little one. They work for me alone. But I have magic even beyond this book." She retrieved a golden staff from her back � it had a circle on the top. She waved it at the table. "Your handiwork?"

"Yes," Orko answered sheepishly.

The staff zapped the shattered table. The pieces shifted; they slide into each other, the wood and finish merging. In under a minute, the table was back to normal.

"Amazing!" Marlena gasped.

Adam clapped his hands along with the rest of the group. "What do you think of that, Cringer?"

Cringer was nowhere to be found. Adam figured that the appearance of Majestra was enough to scare Cringer under Adam's bed. Adam shrugged and turned Majestra.

"With no offense to Orko, I would be honored to see you perform a few more of your magic tricks," King Randor offered.

Majestra smiled timidly. "Well, as long as it's okay with Orko . . ."

Orko looked down a little. "I . . . guess so."

"That doesn't sound very rousing. Maybe I should just go."

"No, no! Stay! It's okay!" Orko responded then. "Maybe I can pick up a trick or two."

She smiled and patted Orko on the back. "Sounds good, little one."

Over the course of the next half hour, Majestra entertained the royal family, court jester, Captain of the Royal Guards and Man-At-Arms. She created dragons out of flames that didn't burn the floor. She conjured up birds that sang opera. Majestra even performed the floating egg trick that Orko had tried so often to master.

With each and every magic trick and show, Orko's heart sank. She was a fantastic witch, one worth the time spent watching. She was beautiful � Orko himself admitted that and he normally didn't really find Eternians all that attractive (no one could really compare to his beloved Dree-Ell).

"One last trick for the evening," Majestra said. "But . . . I must admit, I am reluctant. It's a little dangerous."

King Randor shook his head. "Nonsense! You're obviously quite talented!"

"Well, King Randor, if you are so fearless . . ." she said with a sly smile. Majestra pulled a small sack from her belt and tossed into the air. The sack transformed into a curtain that hung suspended in the air. It shifted into a box-like shape.

"Enter the curtain!"

Adam stepped up. "Father, maybe I should . . ."

Randor walked in front of his son. "Of course not, Adam. I fought Hordak to a stand-still. What do I have to fear from a curtain?"

Majestra smiled as King Randor entered the curtain and vanished from sight. "Now . . . the big trick." She lifted her hand and muttered a few words. The curtain drew into itself rapidly. Majestra then lifted the golden staff and a burst of light fired at the curtain. The curtain continued to draw itself inward, then became a single sheet.

"I have opened up a portal in another dimension using this simple curtain and a slight spell."

"I didn't know that was possible . . ." Orko gasped.

"This is all well and good, Majestra, but I would like my husband back immediately."

"Of course, my Queen."

Majestra waved her hand. The curtain flew to its previous size. King Randor came falling out of it . . . but he wasn't alone. A creature came bounding forth, covered in white fur save for the human-like chest. The face was extended and the thing had a look of a goat. It swiped at King Randor with hoof-like hands and cried in a rage "Baaaarrrrrggg! Barrrrrg!"

The sight of it was horrifying to say the least.

"It is just as I feared! A Goat-Man was waiting for me!"

Teela let her laser fly as Adam dragged his father out of the way.

The Goat-Man roared one last time, then collapsed as a third stun beam struck it.

"Are you all right?" Marlena questioned.

"Fine," snarled Randor. "Er, just fine. Creature caught me off guard . . ."

"I'm calling for some Guards to take the Goat-Man down to the dungeon," Teela reported. She gave Majestra a sneer. "I'm assuming it will hold him."

"I will work on a way to return him. Again, my apologies for this. I thought perhaps being in a different location, I would be able to avoid them."

That didn't seem right to Orko. If anything, Majestra's theory should have been correct.

"There's no way you could have known," King Randor sighed and adjusted his crown. "My dear Majestra, your show was good. I think you should stay here as our guest."

Marlena looked to her husband uncertainly. Randor ignored her.

"Why, King Randor, I am ever so thankful. I've been traveling for so long and it will be nice to stay some place as nice as the royal Palace of Eternos."


After quickly eating an unusually heavy dinner, King Randor announced that he had some business to attend to. Queen Marlena questioned him about this, but it went ignored. King Randor wandered the Palace for a while until he found his way into a computer lab.

Beast-Man, come to the dungeon at once! It may have been coming from Majestra, but it was in fact Evil-Lynn who was sending the telepathic message. And though he looked and smelled like King Randor, it was Beast-Man who received it. King Randor's senses were far duller than Beast-Man's and thus, made it almost impossible for him to properly track down Evil-Lynn/Majestra. Eventually, a map led him the way.

"About time," Evil-Lynn/Majestra chided Beast-Man/Randor when he arrived. "We don't have much time. I've been using my magic almost nonstop since we got here and considering the magic fields in place in Eternos already . . ."

Beast-Man made a snarling sound that was very funny coming from "Randor's' mouth.

"This isn't easy," Majestra/Evil-Lynn finished. "And what was with you at dinner? I told you to act like an Eternian human."

"I don't know how to."

"You've lived around so many for so long, I'd think you would have used that pea-sized brain of yours to make a few observations." She sighed. Nearby, two birds were chirping. The former guards. Majestra/Evil-Lynn lifted the key she gained from them and unlocked the door containing the Goat-Man. Or rather, King Randor.

* * * * *

The curtain slid around King Randor and then pushed inward. It was strange, but he didn't mind it very much. King Randor then became aware of something happening. Time itself was changing within the curtain; it was slowing down.

There was a burst that came sailing from beyond the curtain. It pushed easily through the fabric and struck him. His body tingled and Randor felt as though his very skin had vibrated with the impact. His stomach churned violently, shifting and tightening. He pressed his hands to it, only to find that his fingers were cramping. . His wedding ring flew off quite suddenly, vanishing in the ripples of the slowly moving curtain.

With horrid fascination and the churning feeling in his stomach moving up and down, Randor as his pinky and ring finger were shoved together. Moreso, now, his middle and index fingers were joined. On both hands, they cramped and tingled and four fingers appeared to change into two. His thumbs cramped too and pushed into the center of palm.

Cramps in his feet told him something similar was happening down there. Toes were fusing, changing.

Randor forehead ached suddenly and with each passing beat of his heart, he could feel something happening up there. His head was feeling heavier and heavier and there was something protruding. His aching hands reached up and touched something solid. Something curved. Horns.

"Oh Aaaannnciennnts," Randor bellowed, his tongue feeling strange in his own mouth.

His eyes turned back to his hands. They were going from achy to numb. His two large fingered hands were balled into fists and it all seemed to be melding together. The skin was getting thick and hard, taking on a dark color.

Muscles spasmed up his arms and legs. The curtain swooped against his transforming body and King Randor found himself completely naked. He looked down and watched as muscles twitched up and down his arms and legs. There was great heat from his appendages as tufts of white fur suddenly shot up from his skin.

"Gaahhh," he said, trying to speak, trying to call out. His face suddenly felt hot. Feverish. His hair felt pulled and it suddenly drapped over his eyes in a long white curtain. He shook it out of his face, his horns adding new weight and new changes to his head.

The churning from his stomach ceased at last, but he had the wind unexpectedly knocked out of him. Randor took a deep breathe and even that felt different. His heart thundered at a rapid pace, then slowed way down until finally resuming a normal rhythm again.

Fur covered his goin as even his privates changed. His penis went erect for a brief second before retracting into what he could only assume was a sheathe.

The feverish heat in his face increased. His jaw and teeth ached dully. Sinus pressure build-up for a few minutes, then died down as the heat declined. His eyes hurt and it took a number of heavy blinks to realize that he was viewing things from a slightly different angle.

And then King Randor saw himself appear before him, stepping out from the folds in the curtain. Placing the wedding ring on his own finger, adjusting the crown.

"Come and get me, monster," the fake King Randor snarled.

Randor leapt, crashing into his doppelganger. The curtain flew open and the two tumbled out in the throne room. Overcome with rage, Randor tried to yell out to his friends and family. He was repaid with a few select stun shots from Teela.

* * * * *

King Randor awoke to see himself standing before him once again. And Majestra. She smiled. "I must tell you, King Randor, I often wondered why Skeletor felt the need to gloat when he teetered on the edge of victory. Standing here now, looking at you changed into such a horrendous monster and dear Beast-Man taking on your rugged good looks, I understand it at last."


Both of them laughed at this. Randor stepped forward, but found the chains held him back.

"I was considering letting you remain like that, but then I had to turn two of your guards into birds. Can't have you escaping, can I?"

She fired another bolt from the Shaping Staff at King Randor. Randor brayed again. Muscles spasmed and twitched all over his chest, abdomen and back. He found himself unable to help but fall forward, onto all fours. Really all fours; his legs had cramped and shrank. His tailbone cramped as a rolling pain went up and down his spin. After a minute, he had a tail and a small spine.

Muscles stopped twitching as bones shifting with a lucky numbness. Fur hung from his skin. King Randor was transformed into a goat.


"Can you believe that woman? The way she was eyeing you? The way she talked you into conducting that spell that let that monster loose?"

Beast-Man said nothing, heart pounding as he laid stock-still in bed. Queen Marlena was in the washroom, getting ready for bed herself. Beast-Man was a flux of feelings. Could he handle sleeping next to her? What if she wanted to cuddle? What if she wanted (gulp!) make love?

Beast-Man stood up just as she was getting in to bed. He wasn't ready for this. Not in the slightest.

"Where are you going?"

"I'm not very tired."

"That monster got you bothered?" she asked affectionately. He certainly wasn't used to that tone.

"No, I . . ." He racked his brain for something to say, something that wouldn't spoil all of this. "I guess I'm just a little, uh, excited about today. Big day."

Marlena shrugged and laid down. "I guess. All those boring meetings, then the "ever-so-hot' Majestra. Yeah, big day."

"Um, yeah. I'm going to go for a walk."

Marlena sighed and stared at him. "Guess that means we'll talk about this tomorrow."

"Uh, yeah, sure, tomorrow."

"You okay? You've been acting strange since the whole thing with the curtain and the monster."

"Fine. Just jumpy."

"Well, go walk around, then come back and get some sleep. I want to talk about why I'm mad at you in the morning."

Beast-Man wanted to attack her for that, but instead he just walked out of the door.

* * * * *

Night had indeed set in for Eternos, with most of the citizens heading to bed or at least in the general direction of bed. No one had a clue as to what was happening in the Palace. The citizens simply shook off any concerns (but not all; the war between Eternos and Snake Mountain were ever-present in their minds) and snuggled into their warm beds.

Teela herself was surprisingly tired. She had a few worries about the Goat-Man and Majestra, but she had her best Guards keeping an eye out for trouble.

And then the slamming of her door woke her. Teela shot up from her sleep, red hair spinning around her as moved. There was a form in the corner, gazing at her. Teela reached over for her light. It clicked on for just a brief second then burned out. In that brief flash of light, Teela saw that it was Majestra.

"Do not bother reaching for your communicator, Teela," Majestra said, waving her hand. Teela felt held in place by an invisible force. Magic, of course. "Don't even bother moving." Teela watched as Majestra seemed to changed, to transform in the darkness. She grew taller, her shape shifting. "Recognize me now?" Majestra's new voice said. A light from her hand revealed Evil-Lynn to Teela.


Evil-Lynn smiled thinly. "Silence please."

The same force that kept Teela in place shoved against her head and held her mouth closed.

"This here is the Shaping Staff. It has the ability to transform one thing completely into another thing. While that is not an uncommon magical trait . . . this is actually far better at it than most other spells and items."

Teela attempted to speak, but the force just pressed harder against her; her lips were screwed shut by invisible nails, her teeth grinded together. Beads of sweat started to drip down her face.

"We got to King Randor. We're about to hit the stupid prince and your father. But first . . . you." Evil-Lynn inched closer to the bed and Teela could see that horrid snide look on Evil-Lynn's face. And those eyes. She was looking at Teela like she was a piece of meat. "You should be honored, little one. Outside of King Randor and Man-At-Arms, we consider you the biggest threat here. Are you honored?"

Teela's mouth went slack, muscles instantly relaxing. It took her a moment to speak after the euphoric release. "GO TO -- "

Again, her mouth slammed shut.

"Tut tut, little Captain," Evil-Lynn said. "I have to say, I'm impressed you didn't cry for help. I guess you didn't want your little boy-toy to think you were a coward just like him, hmm?"

Evil-Lynn waved her hand back. Teela's blankets went flying up and draped down at the end of the bed. Teela tried all she could to move, but it was hopeless. She never before felt so trapped, so vulnerable.

"I wrestled around with what to do turn you into. Dog? Cat? Animals though they are, they are still big enough to be aggressive. To pose a threat, you see? I then thought insect of some kind. Maybe a spider, you know? I thought you might like that. Trapping things and sucking their blood out. Yummy, huh?"

Teela wanted to shake her head, wanted to scream at her.

"Then I thought that would be too much fun for you. You might enjoy that. So then I thought . . . what about something else? I made my decision as soon as I walked in here. You'll like it. It's appropriate considering your little boy-toy."

Evil-Lynn laughed. She lifted up the Shaping Staff. The air changed immediately, becoming thick and humid. She waved it at the windows and door to the balcony. The glass transformed into cement. Evil-Lynn then turned the Shaping Staff to Teela's staff, laser pistols, short sword, and wrist beam. The staff turned into a lamp. The laser pistols and wrist beam transformed into candles. The short sword became a spoon. She then struck the communicator, transforming it also into a candle.

Evil-Lynn turned the Shaping Staff to herself and she was changed back into Majestra. She took a few steps to the door. Teela's heart was pounding as Evil-Lynn pointed her left hand at her and whispered something. Then, Teela struggled to yell out as a beam fired from the Shaping Staff and struck her in the chest. It tingled lightly after a splash of cold.

Evil-Lynn/Majestra opened the door, waved good bye, then left. As soon as the door shut, Teela went tumbling out of bed, the holding spell released. Her legs felt shaky and her stomach was churning a little, but Teela ran to the door . . . only to find that Evil-Lynn must have changed that wall. The door was gone.

"NO! NOOO! HELP! HELP!" she screamed. "SOMEBODY PLEA-" Her sentence was cut off suddenly and Teela started to gag. There was something in her throat. She coughed hard . . . and her tongue dropped out, reaching down to sternum.

"Whap phe pell ith thith?" she asked and lifted up her tongue in the light of her new candles and lamp, she found the tongue was different. Pink and slimy, but also kinda sticky.

The air was getting thicker around Teela. Evil-Lynn had definitely changed that. At first, she tried to take deep breathes, attempting to cool down. But very quickly, she found she didn't have to. Her skin was becoming very moist with sweat and for some reason, it helped her breathe.

Focus, Teela. Assess the problem and go from there. Go from � my hands! Teela released her hands and saw they were greenish and webbed. In such a panic, her tongue flew back into her mouth. As soon as it did, her mouth felt huge. It open wide, from just below her ears. She wanted to scream, but everything felt so strange. Her fingers cramped and she struggled to move her three middle fingers from each other. Her skin was so wet and moist and her clothes hung heavily and uncomfortably against her clammy skin. Hands feeling sticky and still cramping, she ripped away her shirt. Teela looked down and saw that her breasts were smaller. Her belly was bloated a little and her entire abdomen was a sickly yellow.

Teela, feet cramping, stood up on uneasy legs. She gasped, her huge mouth opening just a little. She herself was smaller by at least two feet! Her pajama pants and underwear slid off her even more slender legs. Muscles cramps in her thighs sent the Captain onto the floor, which was now coated in a layer of condensation.

Her body shivered, from her cramping and then numbs toes to the top of her head. Teela felt a need to gag again and suppressed it best she could. Pressure was building in her belly and her breathing was changing. Her now long, three-fingered hands slapped her naked breasts, finding they were little more than A-cups. Her eyes were getting heavier now and her neck ached. She looked down at her torso again and saw her nipples were gone.

NO! she cried out in her mind, defiance sweeping her up. I will not succumb to this!

In the face of the shivering that was overtaking her transforming body and the horrible cramps that grasped hold of her hips and thighs, Teela shoved her way up. She was surprised to find that she jumped up. However, as soon as she was upright, pain deep in her bones seized in her legs. Her arms, feeling foreign, reached for something to hold on to. She looked over, her neck aching, at the bed. She was half its height now.

Her toes scrunched like she had stubbed them all. Her heels groaned in pain. Teela collapsed, landing on her belly, shoving the pressure further down from her stomach and into her nether regions. Something strange was going on down there; a heat and a horrible pressure that she yearned to be released.

She suppressed another urge to gag. Teela shoved herself back, landing on her quickly changing butt. Her back hurt this way, but it was human, damn it. It was normal. The heat and pressure was growing, causing her moist abdomen to bloat.

The air was thick with hazy, hot steam. The floor was wet now, completely wet. Like a huge, shallow puddle.

The pressure proceeded to grow. Teela pushed with muscles she only just gained control. There was a strange pain in her vagina and �

Eggs came spilling out and slid through the water, plopping out one by one through her rapidly changing vagina. They were no bigger than chicken eggs, but they were indeed frog eggs. Unfertilized black sphere-like eggs covered in a transparent membrane. Teela wanted to stop, but couldn't. Ancients, it felt so good to have the pressure relieved, the heat dying out.

At last, the final egg came out and Teela did her best to step up and look at them. She slapped her oversized frog hands to her still human-like face. The eggs were lying in the two-inch deep pond her bedroom had become, floating there waiting for sperm.

Adam! she wanted to call out, wanting him to �

Teela squeezed her head at the thought. She was a frog! She was transforming into a frog! Her big hands couldn't even find her ears and hair anymore. Her eyelids even felt different. She pushed away from the eggs, just trying to get some distance from them. Teela jumped into the air and landed at the other end of the room. Again, despite the pain in her legs and back, she sat up, back against the wall.

Pressure was building, this time in her lungs. The gag came back and she felt her neck begin to swell up. It grew huge and round with a massive air bubble. There was no holding it back � it came up and she spread her huge mouth wide.



There was a firm knock at Adam's bedroom door. He was still awake, his mind distracted by various secret training routines he was considering for the early morning. Cringer was nowhere to be found when Adam went to bed, which was unusual. Adam bounded for the door and opened it right up. There he found Majestra, smiling coyly at him.

"Um, hi."

"Hello,' she responded.

"Can I help you with something?"

"Oh, I was just having some trouble sleeping. Mind if I come in?"

Adam thought for a brief second, then nodded slowly. "Sure." He moved aside so she could stride on in.

"So this is the bedroom of a prince, eh? Private bathroom . . . where does that door lead to?" she asked, finger pointed towards a door next to the bathroom.

"Personal lounge."

"Quite nice," Majestra said, inching over to the wall of books. "Oh, and a reader too."

"Yes. I love books. Wish I had more time for them, but . . ."

"But too busy being you?"

"I am the Prince, you know?"

She turned around and faced him. "Why yes, you are! And a handsome one at that."

She stepped towards him and placed her hand on his bare chest.

"Majestra . . ."

"Shhhh," she said, leaning forward. "You're a catch. A real piece of gold . . ."

Adam's legs felt frozen and heavy all of a sudden. Majestra stepped back, holding the Shaping Staff. Adam tried to move his legs � only to find they were solid gold. "What is this?"

Majestra giggled as Adam's thighs turned gold, then his hips, then his waist.

"I KNEW IT!" came a shout from the door.

Majestra and Adam both turned to find Orko floating in the door. Majestra lifted up the Shaping Staff and fired. Orko held up his hands in an attempt to protect himself with a counter-spell. His body spun in a burst of furious light and magic. He was instantly transformed into a cricket . . . except for his head, which was his own, complete with scarf and hat.

"ORKO!" Adam shouted. The last of the gold overcame him, his cheeks and face hardening and everything went dark for Prince Adam . . .

Majestra/Evil-Lynn strode out of the room, searching for Orko. The little fool had escaped. No matter. She shut and locked Adam's door, then made for the communications chamber.


The door to the communications chamber opened after transforming her hand into King Randor's. After the door slid open, she changed it back and Majestra walked right in. The circular room was lined with empty chairs in front of computers, save for two. With the hour being so late, only two were needed to man this room.

Majestra launched a beam at one of the woman, the man next to her. The woman barely had time to scream as her bones and skin formed into a mucus and her eye grew into stalks. Her body began to lose mass, growing smaller and smaller until a slug sat in a pile of Eternian tech-scrubs. The man's body shrank down in much the same way, expect as he grew smaller, his back end reared, and hardened, becoming a shell.

Smiling, the witch activated the control switches. Beast-Man, have you brought up the data regarding Castle Grayskull?

Beast-Man responded in the positive to her telepathic message. She instructed him in how to send the data to her consul and in a moment, a large file appeared in the transmission queue. Evil-Lynn/Majestra locked in a comm-line to Snake Mountain. Almost immediately, Skeletor's image appeared on screen.

"Report," he snapped.

"All is going according to plan. We are ready to transmit all of Eternos' data on Castle Grayskull."

"Then do it!"

With just a few button depressions, the data was sent over the comm-line and arrived back at Snake Mountain. Skeletor nodded as said data scrolled across a separate monitor. He had a seen much of it during his time as Keldor, but there were some new things. Including one bit of information he wasn't sure about until now.

"What do you think, mighty Skeletor?" Evil-Lynn/Majestra asked.

"I'll be leaving for Castle Grayskull immediately. The rest of the Evil Warriors are either still injured or giving chase to the Heroic Warriors. Destroy the communications chamber as soon as we've finished and meet me at these coordinates as soon as you can."

The numbers appeared at the bottom of the screen and Evil-Lynn/Majestra was conveniently given a map with where those coordinates were located. Eternian technology was so friendly. How droll.

"Should I bring Randor?"

"Bring who you like."

The comm-line vanished and Evil-Lynn/Majestra transformed the communications computers into computer-shaped trees.

* * * * *

Done in one of the computer rooms, Beast-Man's human stomach rumbled again and he made his way eventually into the kitchen. The lights were on, much to his surprise, and he found Man-At-Arms standing at the center island, making a sandwich.

"Ah! Caught me!" Duncan laughed.


"Remember? I told you I started that new fitness plan?"

"Er, yes. Right. Hey, leave that out for me, will ya?"

Duncan smiled. "Sure thing." He took a big bite out of his sandwich. "What has you up so late?"

Beast-Man/Randor started eating the slices of meat. "The wife. Being a pain."

"Ah, I see. I thought you wanted a sandwich?"

"Er? Ah, no. This is fine."

"Um, okay." Duncan regarded his friend. Randor looked over after scarfing down a hefty stack of roast beef. The look in his eye was overly threatening. Duncan perked an eyebrow. He knew for fact that Randor hated roast beef. And his response was strange.

"Do you want something to drink?"

Randor nodded. "Yes! Fetch something for me!"

Duncan walked through an open doorway into a darkened hallway. On one side was the freezer and the other had the cooler. Duncan entered the cooler and as soon as he did, he heard something rustle around him. He spun and saw Cringer standing at the door to the cooler.

"Shut the door," Cringer whispered.

Duncan nodded and kicked the cooler door shut. He knew this was serious. Cringer was deathly afraid of the cooler and of being locked inside it.

"What is it?"

"That's not King Randor. And Majestra isn't who she says she is."

"Who are they then?"

"They smell just like Beast-Man and Evil-Lynn."

Duncan took in a deep, cool breath. "How?"

"I don't know, but I trust my nose."

Duncan headed for the door. He was about to turn the handle when a small beeping came from his wrist-panel. He tapped it and received an automated report saying that the entire communications chamber suddenly was down.

He turned to Cringer. "Stay hidden until I engage him. When I do, run as fast you can. Get the queen, get Adam, get anyone."

Cringer had already seen Adam, but he was too afraid to say any more now. They were too close to the door.

Moments later, the door to the cooler opened and Duncan alone emerged with a pair of drinks. Randor/Beast-Man was downing yet another stack of roast beef slices.

"About time."

"The cooler door accidentally closed and locked. Had to pick it."

No reaction; Randor knew there was no lock on the inside of the cooler.


Duncan handed him his drink. "So."

"What?! Shouldn't you be tinkering with something?"

"Oh, I was. It's why I'm up, your majesty. But now that you're here, I was hoping to talk about old times. You know?"

Randor/Beast-Man grunted. "Ah yeah?"

"Yeah. Remember when you and I were in the Vine Jungle during the Horde War and we had to battle Calyx two-on-one?"

"Yeah, what about it?"

Duncan smiled. "We never did that."

Randor/Beast-Man's eyes widened. He tossed back the meat and leapt up, roaring. Duncan had to surpress a laugh and he easily dodged what would have been fine attack had this been Beast-Man. Duncan leapt out of the way, pulled out his laser pistol.

Randor/Beast-Man ducked and tackled Duncan. Duncan glanced over and saw Cringer dart out of the hallway and out of the kitchen. Randor/Beast-Man tried to rip a Duncan face, but Duncan shoved Randor/Beast-Man back. Now that Cringer was save, he could . . .

"Stop this nonsense!" screamed Majestra from the door.

Duncan was on his feet instantly, reaching for his laser wrist. A quick wave of the Shaping Staff turned the wrist laser in a doughnut. Majestra/Evil-Lynn laughed and blasted Duncan with a beam from her hand. Duncan slammed into the refrigerator behind him and was stunned as his clothes dissolved into dust particles and fell to the ground.

"What is this?" he cried out, naked for the world to see.

Majestra fired a bolt of energy from the Shaping Staff and it struck Duncan in the abdomen.

"Have fun, Man-At-Arms," Majestra said, walking out and shutting the door behind her. It locked.

Duncan began to feel his entire body changing starting with his feet and working its way up.


"It's about time for us to leave here, Beast-Man," Majestra/Evil-Lynn said to her companion as they left the dungeon, pulling King Randor the Goat along behind them. He brayed and kicked and resisted at every turn. They were well on their way to the launching bay to steal a Wind-Raider.

"He won't budge! Transform me back into Beast-Man and I'll take command of him!"

"Do you know how many guards we'll be passing? Do you really expect them to let a stranger waltz around with Beast-Man and goat? You don't think that'll attract some attention? It's bad enough we're bringing the goat."

They arrived in the launching bay . . . only to find Queen Marlena standing here, holding the royal Honor Sword. The goat brayed loudly in joy. Behind her was about a dozen Royal Guards. Majestra/Evil-Lynn curled her upper lip.

"Transform my husband and my son back to normal, and then surrender yourself. Maybe then I'll let you live."


Before any of the Royal Guards could open fire, Majestra/Evil-Lynn swung the Shaping Staff, transforming their laser rifles into icicles. With the wave of her hand, she shoved all of the Guards back telekinetically. But Marlena stood her ground, clutching hard the Honor Sword. Majestra/Evil-Lynn issued a pulse at Marlena, but with stunning speed and accuracy, the Honor Sword intercepted the pulse. There was a sound like thunder issue forth from where the pulse struck and the Honor Sword vibrated as a result. But nothing changed. Nothing transformed.

"Impossible," Majestra/Evil-Lynn snarled. She was about fire out another pulse when laser fire from a side door barely missed her and Beast-Man/Randor.

A woman stood at the door, clutching a long table-cloth to her front and holding a laser with her other hand. She fired as best she could, but her aim was off.

The pair ran, Randor/Beast-Man lifting the goat into his arms and carrying him off. They leapt into a Wind Raider, which was quickly powered and on its way out the door before anyone was able to catch-up.

"Who are you?" asked Marlena.

The woman, whose face was burning with embarrassment, tried to smile. "It's me. Duncan."


Queen Marlena followed the now female Duncan into his . . . her workshop. Marlena had helped her tie the table-cloth in the back and Duncan had insisted in coming here. It wasn't much surprise, really. This was Duncan sanctuary, her place to be at piece and to table problems and solve them. Wasn't this change in gender just another problem to solve?

"Computer, recognize Duncan son of Stephen and begin new work file," the auburn-haired Man-At-Arms commanded as soon as they entered.


Duncan looked to Queen Marlena. "Please?"

"Computer, recognize Queen Marlena, wife of King Randor. Accept commands from the guest beside me."


"Thank you. Computer, begin new work file. Import armor model Duncan-2.1-Beta."

A hologram of his armor appeared before them. Duncan pulled over a computer pad and began to work at it. Every now and then, the armor's image would change � tucking in here and there. At one point, Duncan disrobed and had the computer scan her entire body.

"Let me get you robe," Marlena said. She smirked. "You look strange, Duncan. Evil-Lynn must have de-aged you a few years. You could be Teela's older sister." Laughing a little, "In fact, weird as it is, I see a lot of her in you."

Duncan chuckled (or giggled?). "Well . . . Ancients, I don't even know how to respond to that."

"I'll probably also have to get you a bra."

Sighing, Duncan nodded. "Yes. But hurry."

Marlena returned a few moments later. The Palace was a buzz with activity at this point. Royal Guards had the city on lock-down. Marlena reviewed the list in her head � two of the communications officers were missing, as well as three guards. The communications chamber itself was now a small forest, meaning the communications array was down. Even the Heroic Warriors couldn't be contacted that way.

"They're about five miles south of Castle Grayskull," an aide informed Marlena as she gathered some tech-scrubs for Duncan to wear while the armor was finishing.


Royal Lieutenant Samson, who was in charge of the Royal Family's protection and was now in command of the Royal Guards and Soldiers, caught up with Marlena as she walked to Duncan's workshop.

"What is the plan, your highness?"

"Man-At-Arms and I will be heading to Castle Grayskull ourselves."

"How many soldiers will you bring with you?"

"None. If we fail, I want a force sent after us. But I don't even know if this is reversible. I won't see any more good people altered if I can help it."

"Your majesty, I must protest!"

She nodded curtly. "Noted. Now bring me my armor."

* * * * *

While Duncan's automated robots did their trick, Duncan herself went to find her daughter. An aide reported that her door was now one with the wall and the room itself was completely sealed and off the grid. Duncan, now dressed in the tech-scrubs, rushed to her daughters door. The movement of her breasts felt so very odd and out of place. They bounced and shifted in strange directions. But Duncan was a soldier. She adapted and pressed on.

She slammed a small specially-made explosive into the wall. It detonated, blowing out part of the wall where the door had been out into the corridor. Steam came billowing out and Duncan looked inside. Teela's room resembled a pond more than a bedroom. At least eight inches of water waved around her furniture. Lily pads floated in the water and vines hung from the ceiling.

A frog leapt up from one of the lily pads and landed on Duncan's breasts, using them as shelves.

"Teela?" she asked.


"I'll take that as a "yes.' It's me. Duncan. Your father."

The frog simply blinked slowly.

"Come on. I know this is crazy, but I want you to come with me."

Duncan lifted up her daughter and placed her on her shoulder, where Teela ribbited again. She stepped over small portion of wall that was left and walked down the corridor, eventually arriving at Adam's quarters. The Royal Guards � apprised of the situation � allowed Duncan entrance.

Adam stood in the center of the room, Cringer standing in front of him and a cricket on Adam's head.

"Teela," Duncan said, pointing to the frog.

"That's Orko up there," Cringer replied.

All at once, Teela the frog leapt from her father's shoulder and landed on Adam. At first, Duncan saw this as nothing more than Teela's concern for Adam's condition. Then she saw her pounce at Orko. Orko scrambled for help.

"Oh Ancients! Teela's trying to eat Orko!"

Duncan grabbed her daughter and hauled her off of Adam's golden statue body.

"Damn it, Teela!"

Duncan turned around. "Cringer . . . you know what to do."

Sighing, Cringer complied. As soon as the door closed, Cringer pushed against the bookcase. Part of it swung open, revealing a vault.

"I can't hit the buttons," Cringer said to Orko. "You'll have to, Orko!"

Orko jumped from Adam's shoulder to one of the posters on the bed to Cringer's head to the bookshelf to the vault. He head-butted the buttons Cringer dictated and soon enough, the vault door swung open. The Sword of Power was revealed to them.


It was the darkest of night hours when the Wind-Raider carrying Evil-Lynn, Beast-Man and the now-subdued King Randor/Goat arrived at Skeletor's coordinates. Skeletor himself, still only in his barest of harnesses in this dreadful cold weather, watched impatiently as they arrived. As soon as the Wind-Raider touched down, he muttered a spell. The Shaping Staff vanished from Evil-Lynn back and reappeared in Skeletor's hands.

"Don't you trust me?" she questioned.

"No, I do not. But that is beside the point. The spell must enacted quickly."

Shaping Staff in hand, Skeletor pointed it at some various organic materials. A few dead rodents; some spiders; a pile of small, ugly looking uprooted plants; and a big blog of mud and manure. He spoke long-sentenced spells, the pile glowing with pale silver light. Evil-Lynn hugged her fur cloak closer to her body and tried to decipher some of his words, but these spells were more ancient and advanced than anything she had learned.

Skeletor spoke the last sentence and unleashed a long beam of energy from the Shaping Staff. At last, the pile of organic material started to shift and change, reforming and shifting again. It soon took on the look of a person and from there, that fake person was transformed into a replica of He-Man.

"What is that? Faker 2.0?" asked Evil-Lynn.

"No. Not even close. It is merely the means to an end. Replicant, stand!"

Replicant stood up and cast his dead eyes to Skeletor.

"March onto Castle Grayskull."

He turned, blinked, and started walking. Skeletor gave him a bit of berth, then followed. Beast-Man and Evil-Lynn fell in line behind him.

* * * * *

The Sorceress was sensing something strange all evening. Something on the outer edges of her vision was stirring. Something ancient, but she couldn't pin-point it. It kept slipping in and out of view. Every time she tried to focus on it, the thing would change and shift, escaping her sight.

Then . . . the Sorceress heard the roar of He-Man's voice.

"Sorceress! I need your help!"

She dashed to the window. He-Man stood on the bridge, looking weak and battered. His Sword of Power was missing and his mind was difficult to sense.

"He-Man?! What is it? What is happening?"

"I need your help! Come out here! Skeletor has done something to me!"

"Something is wrong . . ."

"A deception spell has been placed around Castle Grayskull, Sorceress! It's partially blinding you!"

The Sorceress paused. She could indeed come out of Castle Grayskull and still retain her power . . . just as long as she didn't stray no more than forty or fifty feet. And, really, it would explain why what she kept sensing was eluding her.

She turned into Zoar, flew out of the castle tower, and landed next to He-Man, where she changed back into the Sorceress. Already, her power was weakened and she hoped that helping He-Man forward into Castle Grayskull wouldn't use up too much of her strength.

Quite suddenly, He-Man reached out, grabbed the Sorceress by the arms and tossed her back. She rolled onto the ground at the edge of the bridge.

"He-Man!?" she shouted, standing upright.

"Hello Sorceress!" Skeletor greeted, leaping into sight.

He raised the Shaping Staff and fired. The Sorceress was struck in the legs. Instantly, they screwed together and became strangely stiff. She watched as the skin melted and fused, becoming as one. She of course was used to transforming � but this was different. This was without her permission and felt like a complete violation of her right to be human.

Her feet cramped hard and she felt them rip through her boots and shove deep into the ground. She sensed them change and grow away from her body. The Sorceress tried to muster up enough power to stop whatever was happening to her, but it was too late.

The Sorceress' entire body was stiffening up. Her legs were now one and the skin was getting thicker, tougher, and harder. She leaned forward touched the skin. It was hard now and had the feel of . . . tree bark.

"NO!" she screamed.

But it was too late. Her body felt stiff, her joints locking. From the hips down, she was a tree. She felt a pull as a branch grew from where her left thigh once was. She summoned all the power she could, but it did no good to defeat this. And she saw was starting to get both hungry and thirsty.

A branch ripped through the bottom of her outfit and she touched the skin around her belly button as it gradually grew harder. Suddenly, her right arm snapped into the air. She felt the rough skin creep up her right side and take hold of her arm. A branch ripped out of her side.

With surprising fascination, the Sorceress watched as a branch ripped through her sleeve and formed its own little branches. Her arm uncontrollably bent forward and another, smaller branch grew from the top of her elbow. Her ring and pinky fingers intertwined, forming into a branch all their own. Her other fingers elongated and sprouted out, gaining strength and weight. Branches met and touched.

She looked to her left arm as it too locked into position behind her and holding there, her fingers all growing longer into her branches. The Sorceress suddenly felt a great weight from bottom and push its way up her back. She leaned into as the weight merged her shoulders, neck and head. Her body was growing bigger and bigger, she could feel it, bigger and bigger above her head, branching out into the cold night air.

Her face was the only thing left that was human.

"Thirsty . . ." she muttered, sticking her tongue out.

It froze and she gasped one last time as it twisted out in front of her and became a branch. The weight of it forced her mouth of hang open, but it didn't matter. She felt the dry hardening of her chin and her mouth filled with wood. She stopped breathing normally and instead brought in air (as she knew it) with her brand new skin. Her bark. Her eyes quit seeing, but she sensed things in new ways.

And above all, she sensed the need of water as her root system did its best to pull water from the ground.

11) HE-MAN

Cringer put the Sword of Power next to Adam's hand, but nothing happened. He nudged it closer to Adam's hand, but there was still nothing.

Orko, however, felt something. Maybe it was being on the size he was, but his magic was picking up something. The power of Grayskull yearned � almost demanded � that Adam become He-Man. But that was impossible with Adam stuck like this. It then instead touched Cringer, but the tiger couldn't see that.

Orko leapt over to Cringer's ear. "You have to call it," Orko said as best he could. "You have the power."

"I have the power?"

The Sword of Power sparked at that. Cringer shook with fear. What had just happened?

"You have the power too, Cringer."

Cringer gingerly put his paw onto the blade. "I have the power too?"

The Sword of Power blazed with energy. Bolts lightning struck the Adam-statue. A trio of them hit him . . . but nothing happened. Another trio, followed by a pair of lightning bolts hit him. Nothing.

"Wha-what's going on?" Cringer muttered.

"The power of Grayskull is trying to adapt to the spell," buzzed Orko into Cringer's ear.

Lightning bolts increased, striking Prince Adam with faster ferocity. They halted after a few intense seconds and the golden statue of Prince Adam moved down, his body moaning and groaning as he did. His fingers wrapped around the hilt of the Sword of Power. Then, with the same moaning and groaning, Prince Adam held the Sword of Power aloft.

"BY THE POWER OF GRAYSKULL!" the behemoth that was the golden statue of Prince Adam shouted.

Energy exploded from the Sword of Power. Gold shattered from Adam's body as it was transformed into He-Man. As soon as the golden flew from his body, it diminished away. He-Man took in deep breathes as the power of Grayskull finished its transformation of him.


Then, He-Man turned to Cringer, fired his bolt, and Cringer was transformed into Battle-Cat.


As soon as the transformation was completed, the Sword of Power fired out a silver beam of light before the trio. A hand with a skull drifting beneath appeared to them. I am the Spirit of Grayskull.

He-Man nodded and bowed. "Greetings, then."

Rise, champion, for there is much you must know. I am part of the source of your power, but the full power of Grayskull is both vast and complicated. The power of Grayskull has managed to adapt to the power of the Shaping Staff, but as we speak, Skeletor has taken the Sorceress hostage, transforming her into a tree. He seeks to use to the Shaping Staff to transform the jaw bridge. Though we have learned to defend the castle from the Shaping Staff, we are vulnerable is Skeletor seeks to put his own power behind it.

"I'll need to get there fast, then."

Give me a moment, He-Man.

* * * * *

The Talon Fighter sped over the Evergreen Forest, engines exceeding maximum. Queen Marlena was at the controls, steeling herself for the conflict to come. The Heroic Warriors had been notified finally, but were still hours away. And they didn't have hours.

"Duncan . . . why is it the sword didn't change?"

Man-At-Arms pulled on her helmet, covering the bun Marlena had made for her. "The Honor Sword is ancient, dating back to a time even before King Gray the Great. For each new king, it is reforged and re-strengthened. Symbolically, a drop of blood from the king is dropped onto the sword during its firing. It would not surprise me that due to the magic kings of old, the Honor Sword is protected from a wide variety of magics."

She glanced at it. "Good to know. T-minus two minutes, Duncan. Make sure that new armor and that sports bra are nice and secure, because we're going in with guns blazing."

* * * * *

Skeletor stood, flanked by Evil-Lynn and Beast-Man, at the edge of the land-bridge. Replicant stood nearby, his body not looking so great. The Shaping Staff had its limits and though it could create the shape of something life-like, it could not actually make it alive. It merely stood there, not breathing, not blinking, its fingers twitching every couple of seconds.

In Skeletor's left hand was the Shaping Staff, raised into the air and pointed at the jawbridge. His right hand was raised as well; encircled by crimson glowing, misty runes that materialized as he enacted a spell. He prepared himself and could sense own power joining with that of the Shaping Staff, giving it the extra boost it needed to transform the jaw bridge of Castle Grayskull into a regular bridge, giving him access to �

"Skeletor!" Evil-Lynn shouted.

Skeletor's paused in his ritual as Evil-Lynn shrouded the trio a force field to protect them. A Talon Fighter bared down, its laser fire absorbing into the field. Evil-Lynn changed her tactic, immediately launching lightning bolts at the Talon Fighter. One or two skirted the Talon Fighter.

Almost immediately, the Talon Fighter cruised in for a landing. It paused a few feet from the ground, allowing the cockpit to open. Man-At-Arms and Queen Marlena leapt out and rushed towards Castle Grayskull.

Evil-Lynn conjured up a pulse of energy that pushed the pair back. Man-At-Arms landed against the Sorceress/tree. She stood up and glanced at the frozen wooden face whose mouth now had a branch hanging out of it. Gasping, Man-At-Arms ran her hand across the bark.

"Teelana . . ."

Beast-Man smashed into her then and Man-At-Arms rolled across the ground. Beast-Man, snarling, roared at her.

"Let's play this game again, frail," Beast-Man snarled.

"I may be a woman . . ." she started, activating various weapons throughout her armor, "but I'm certainly not "frail.'"

Two missiles launchers shifted onto her shoulder blades and started launching. Beast-Man avoided each one best he could and Man-At-Arms did her best not to strike the tree. Beast-Man lunged at her again, but Man-At-Arms fired off two beams of lasers from her palms. Beast-Man was thrown back, but landed on his feet.

Meanwhile, Evil-Lynn was facing off with Queen Marlena. She stationed herself behind a large rock that jutted out from the ground. The rock shock with each strike from Evil-Lynn's staff, but Marlena kept her composure and got off a blast of her own from her laser pistol when she could.

Quite suddenly, there was a explosion of lightning from the top of one of Castle Grayskull's towers. The lightning arched through the air and struck near the Sorceress. In a flash light and an explosion of sound, He-Man, Battle-Cat, and Orko the cricket appeared.

"Look like we got here just in the nick of time!"

Battle-Cat jumped over at Beast-Man, crashing into him. The two went rolling across the ground until Beast-Man managed to shove his legs into Battle-Cat's belly, pushing the animal off of him. This did, however, give Man-At-Arms the opportunity to run and smash her club against Beast-Man's face. Beast-Man twirled around and landed on all fours . . . in front of King Randor.

Randor slammed his horned head into Beast-Man's face and the villain crashed into the ground.

Meanwhile, He-Man made a dash at Skeletor. Skeletor fired a telepathic message to Replicant. Replicant leapt up and slammed into He-Man. He-Man was shoved back, but at the impact of their two bodies, Replicant's break-down accelerated.

"You're no Faker, I'll tell you that much," He-Man said, swinging at his doppelganger.

One punch to the head sent a shockwave through the creature that caused it to break apart completely. Organic remains landed on the ground. A bolt of energy struck He-Man then, from Evil-Lynn.

"I don't need the Shaping Staff to deal with the likes of you!" she cried.

She fired again, a bolt so powerful it knocked He-Man clean off his feet. He didn't want to admit it, but he was still weak from the transformation. Quite suddenly � a frog jumped onto Evil-Lynn's face.

"TEELA!" Man-At-Arms screamed.

Evil-Lynn reached up and pried Teela off her face . . . just in time for Marlena to slide over and crack the Honor Sword into Evil-Lynn' staff. The staff split and Teela leapt away to safety. Evil-Lynn was thrown back a few feet.

He-Man was in motion, making for the opening now available to him. He crossed the land bridge, within feet of Skeletor. Skeletor, with barely a glance back, cast up a force field. He-Man smacked right into it and staggered back.

"It's no use, He-Man. Very soon now, the spell will be complete and the Shaping Staff will give me access to Castle Grayskull. And without you or your precious Sorceress to stop me, Grayskull shall be mine."

He-Man smiled. "You're right about one thing, Skeletor. I won't be the one to stop you."

Skeletor paused, a little surprised. "What?" He then turned his gaze to the Shaping Staff, where a small cricket sat on top of.


In a squeaky, buzzy little voice, the half-Trollan half-cricket pronounced: "Swettam yroc! Dlonra nivek!"

Orko's jumped off the Shaping Staff as it vibrated, glowed green, and flew from Skeletor's hand. It spun into the air � then exploded! A burst of silver energy roared from its pieces. All those transformed became glow a little.

Orko and the Sorceress immediately transformed back to normal. The Sorceress could feel her new body drawn into itself, bark softening into skin, all branches retracting. In seconds, the Sorceress was restored and as soon as she was, she transformed into Zoar and flew into the sky.

Skeletor snarled and began to back away from the land bridge, despite his Orc heart telling him to stay. Evil-Lynn groped for the head of the Shaping Staff and lifted it towards He-Man.

"FOOL!" she shouted. "It can still work!"

She willed the Shaping Staff to fire . . . only it splashed energy and shoved her to the ground. Very quickly, Evil-Lynn began changing. Her legs merged, wings ripped out of her back. She screamed as her stomach churned and her body absorbed her arms.

"Beast-Man!" Skeletor ordered the newly-awakened Beast-Man. "Gather Evil-Lynn!"

Skeletor launched a few bolts of energy into the in-coming Man-At-Arms, Orko, He-Man, Battle-Cat, and Queen Marlena. Beast-Man, staggering and bleeding, flopped the rapidly transforming Evil-Lynn over his shoulder and joined Skeletor.

The Collector appeared overhead, issuing forth a pair of escape cords. The two villains grabbed hold, the Collector and Skeletor offering cover fire as the escape was made.

"That's pretty much over," He-Man sighed.

"Why haven't I changed back?" asked Man-At-Arms.

Teela appeared next to her then. She was only about three feet tall and was still mostly frog. She looked at her father with big eyes and a few wisps of red hair.

"Dad?" she croaked.

"Yeah. Where's Randor?"

At that moment, King Randor walked over to Marlena, looking much as he did when he appeared in the throne room. Marlena hugged him just the same.

The voice of the Sorceress filled their minds. The effects of the Shaping Staff are reversing. Because Orko and I were somewhat prepared for the spell, we were transformed back immediately. You should all be back to normal within the hour. However, there is something else I think you should all see . . .

An image appeared a large group of people transforming from statues and trees into humans. A huge monster was reverting into a young woman.

This is the Cradle of Stak'lar, where the Shaping Staff was used nearly a century ago against these good people that opposed its use. They will need help adjusting to the world as it is.

Randor looked to He-Man. "Divert the Heroic Warriors to the Cradle of Stak'Lar, He-Man, to asses their needs." Randor sighed and shook his great mane. "The rest of us . . . let's get home and get something to eat."


The group arrived at Eternos just as the clouds broke and the snow stopped. The sun was rising fast, casting orange and golden rays of warmth and light upon the Fertile Plains. The snow began to melt, turning days of wet cold into water. As per the command of the queen, they had a relatively clear path to the throne room. They had received reports that many of the rooms were now returning to normal.

Upon entering, the group (save He-Man and Battle-Cat, who left after they returned to the city) found that King Randor's table was once again in shambles.

"Damn . . ." said Randor. By now, his body nearby normal save for the small tail, huge horns, and light white fur over his body.

"Hold on just a second, your majesty!"

Orko fired a beam at the table. Instantly, it returned to just how it was.

"Orko, that was great!" Teela said, whose skin and face was still frog-like. As soon as she was done speaking, her tongue fell out of her mouth. She withdrew it fast.

Duncan pulled off her bulky chest and plate armor. The lower armor was snug on her female body. "Looking good, Duncan," Randor said with smile.

"Dad, do you want to borrow one of my dresses?"

"Very funny. It's not my fault my transformation is taken so long to reverse."

At that moment, Adam entered the throne room. "Hey everyone!" he greeted.

Marlena rushed over and hugged her son. "Oh, honey . . . you're all better!"

"Huh? Oh yeah, I guess it just worked out that way. Wow, look at all you guys!"

At that moment, ones of the stewards arrived with a tray of drinks. Each one took a coffee, save Teela, who took a juice.

Randor raised his mug. "I'd like to propose a toast . . . to Orko!"

"ME?!" gasped Orko, nearly spilling his own mug.

"That's right. You did a fine job, Orko, and I don't just mean putting together the table. Without you, the Shaping Staff would have still been in Skeletor's clutches. Here's to Orko!" King Randor's smile widened. "Hero!"

"ORKO!" They said, clanging their mugs and glasses together. "HERO!"

"By the way," Adam said to Teela shortly afterwards. "Love the new look."

"Oh shut up," she replied and Teela smacked him upside the head with her tongue.

At that, the food arrived. Over the course of the next few hours, they would all be back to normal. But for now, the group huddled around the breakfast table, a little strange, but still enjoying each other's company. Outside, the sun rose higher and higher still, a sure sign that winter would end soon.



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