City Beneath the Sea

A string of mysterious whirlpools has been swallowing King Randor's ships, so he sends Man-At-Arms to find the cause, with Adam and Cringer tagging along in case the trouble turns out to need He-Man. It does: their own ship is dragged under, and Adam transforms in time to pull Man-At-Arms clear of falling wreckage.

The wreck deposits them in Aquatica, a legendary undersea city of fish-like humanoids now ruled by Mer-Man, who has used the mystical Pearl of Power to bend its people to his will through fear rather than force. When He-Man and Man-At-Arms try to fight back, Mer-Man has them thrown into an arena against a monstrous creature called Lorbos, which He-Man narrowly defeats before the pair are cornered by guards.

They're rescued by Shelandor, an Aquatican whose own knowledge of magic has kept him free of Mer-Man's control, and who leads them to the city's true ruler, Princess Nami, held captive behind a guardian creature of her own. He-Man clears the way with a cave-in, and with Nami freed and the Pearl of Power recovered, the mind control over the rest of Aquatica lifts.

Cornered, Mer-Man tries to level the city with his Whirlpool Ray rather than let it go, but He-Man spins one of Aquatica's guard rails fast enough to cancel the whirlpool out, saving the city his arrival had put in danger in the first place.

Man-At-Arms: "In today's story, the Aquaticans were afraid to trust us because we looked different from them. Mer-Man talked them into thinking we were their enemies, and it almost caused great harm. You should never judge a person by the way he looks, but rather by the way he behaves." Orko: :Because it's what's inside a person that really counts, right?" Man-At-Arms: "Orko, you're absolutely right!" Orko: "I always am!"

John Erwin as He-Man/Prince Adam and Shelandor

Alan Oppenheimer as Man-At-Arms, Mer-Man and Battle Cat/Cringer

Lou Scheimer (credited as Erik Gunden) as Orko, King Randor, Orn and Aquatican

Erika Scheimer (uncredited) as Princess Nami and giggling palace girls

"Keep Fish-Face company, Battle Cat, I've got to do something about that whirlpool."

― He-Man

"City Beneath the Sea" opens like a dozen other first-season episodes, a missing ship, a worried king, Man-At-Arms with a new invention. But it spends its first act on something most episodes skip entirely: showing Adam getting caught goofing off for the court, blindfolded, mid-trick, with a tame tiger and two applauding court dancers as his audience. King Randor's "if you must carry on like a clown, please do it elsewhere" lands harder than the line needs to, because it is immediately followed by a crisis that makes his irritation look almost prophetic. We get the contrast without the episode ever stating it: Eternos is a kingdom that already knows Adam, trusts him enough to scold him, and gives him room to be foolish. Aquatica, as He-Man and Man-At-Arms are about to find out, is nothing like that.

The real subject of "City Beneath the Sea" is not Mer-Man. It is how little it takes to run a city on fear once nobody in it has ever actually met the people they are afraid of. Mer-Man does not conquer Aquatica with the Whirlpool Ray, or even the Pearl of Power, not at first. He conquers it with one story, told to people who have no competing one: that the surface world took their princess, and that resistance means war. The Pearl's mind control is almost beside the point by the time it shows up on screen; the Aquaticans had already decided to believe him, because believing the alternative would mean trusting strangers they had spent generations avoiding. Shelandor is the one crack in that logic, and the show is smart enough not to explain him away as simply "stronger-willed." He resists the Pearl because he already suspected the story before the magic ever reached him. Doubting a lie takes less work than people like to think, if you were never that committed to believing it in the first place.

The arena sequence is the episode's best stretch of pure craft, and it earns the extra minute or two it spends there. Lorbos is a genuinely unpleasant design, a scorpion-crab hybrid whose claws move with real weight, and the animators let He-Man actually struggle against it rather than winning on the first exchange. This show's monster-of-the-week fights do not always let that happen! The cave guardian later on is a weaker echo of the same idea, a big purple brawler with none of Lorbos's specificity, there mainly to justify a cave-in gag that frees Princess Nami from her glass prison. It is the one place the episode runs short on ideas rather than time.

What keeps "City Beneath the Sea" from being just another underwater-kingdom plot is that its ending refuses the easy version of the lesson. Princess Nami does not simply thank He-Man and move on; she apologizes, specifically, for the mistrust that let Mer-Man succeed in the first place, and says so to his face rather than leaving it to the closing narration. That apology is the episode's real thesis, spoken by a character instead of tacked on afterward, which is more than we can say for some of this show's other "don't judge a book by its cover" entries. Man-At-Arms still delivers the closing moral to camera, because the format requires it, but by then the story has already made the point better than the voiceover does.

It is not a flawless episode. The Sonoscope, introduced with some fanfare as Man-At-Arms's latest gadget, mostly exists to spot a whirlpool the characters would likely have noticed anyway, and Cringer's seasickness bit runs a beat longer than the joke supports. But for an episode built on a plot this show had already run in slightly different clothes, "City Beneath the Sea" finds something worth saying about why Mer-Man's lie worked, and has the good sense to let its heroine be the one to say it.

1. Behind the scenes: Script was approved May 19, 1983. The story is loosely based on a Filmation script premises titled "Alkaya, City in Glass", in which the evil Masters of the Universe overthrew an undersea kingdom. This episode was storyboarded by Tom Minton.
2. Continuity: Princess Nami's character model was used earlier as Celice in Song of Celice and Mira in Ordeal in the Darklands, albeit with caucasian skin. The underwater cavern backgrounds were previously seen in Search for the VHO and can be spotted again during the moral segment in The Shadow of Skeletor. The two giggling ladies seen at the palace grounds will be seen again in Pawns of the Game Master. The whirlpool animation was previously seen as part of the Crossroads to All Universes in Quest for He-Man and would be used again in Island of Fear.
3. More continuity: Background elements and the glass cage seen in the Coral Caverns are reused from a similar scene in which Teela was held captive by Mer-Man in Search for the VHO.
4. Animation errors and goofs: Man-At-Arm's green gloves are drawn to have fingernails during close-ups. Alan Oppenheimer uses Mer-Man's voice instead of Battle Cat's when Cat says "Nice Job" to Man-At-Arms. Adam laughs at Cringer in He-Man's much deeper voice. He-Man's scabbard appears to be empty during all of his scenes set in the underwater city of Aquatica, except for a couple of brief close-up shots. When Mer-Man is first revealed, the webbing between his right ear disappears for a few frames.