FILMATION - 1983

The Mystery of Man-E-Faces

Official Synopsis

The Mystery of Man-E-Faces synopsis still

Adam tells Man-At-Arms the story of how Man-E-Faces went from being a villain who terrorized innocent people, to a noble hero and actor of the Royal Court. Beast Man shows he can control Man-E-Faces' monster persona. Man-E-Faces and Orko tell viewers repetition and rehearsal are key to remembering things like lines.

Watch the Full Episode

The Mystery of Man-E-Faces Official upload, Masters of the Universe channel

Morals by He-Man closing message, original Filmation broadcast

Orko: "Man-E, could you help me with a problem?" Man-E-Faces: "Sure, Orko." Orko: "I can never remember anything. How do actors learn their speeches?" Man-E-Faces: "By rehearsing. We practice saying them again and again. Well, that's what you have to do. If you're trying to remember something from school, say it to yourself over and over again. Rehearse it in your mind just like an actor." Orko: "Say goodbye... Say goodbye... Say goodbye..." Man-E-Faces: "What are you doing?" Orko: "Oh, I'm trying to remember to say goodbye. Bye! It worked!"

Voice Cast

John Erwin as He-Man/Prince Adam, Beast Man and Squinch

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

Linda Gary as Teela, the Sorceress and Lara

Lou Scheimer (credited as Erik Gunden) as Orko, Man-E-Faces, Kando and unidentified Widgets

Memorable Quotes

"Who are you?" "No one ever asked me that before."

Man-E-Faces, asked by He-Man after the Sorceress breaks Beast Man's spell over him.

heman.org Episode Review

The episode plays its origin story backwards. It opens with Man-E-Faces already settled into the cast, cracking jokes at Orko's party and trading pleasantries with Man-At-Arms, before anyone explains why a man who can swap between a human face, a mechanical face and a monster's face is standing in the Eternos ballroom at all. The flashback that follows spends most of its twenty-two minutes answering a question nobody in the room asks out loud until the very end. Who is he? Adam and Teela already know. We have to earn the answer the way Man-E-Faces himself did.

Paul Dini's script gets more mileage out of that structure than the premise strictly needs. The Widgets' monster-in-the-walls scare and Skeletor's recruitment pitch play as stock Filmation business at first, but the show keeps undercutting them. The stranger terrorizing Widget Woods turns out to be alone and frightened rather than evil, and once Skeletor hands him to Beast Man, the villainy on screen belongs entirely to the mind control, not to the man wearing it. "I have to do as Beast Man commands," he says mid-fight, and the line does real work, because it tells us, as plainly as a Saturday morning cartoon can, that a monster acting monstrously is not the same thing as a monster being evil.

The Sorceress gets the episode's clearest statement of its own theme, and the script is smart enough to let a side character say it rather than have He-Man announce it himself: "Sometimes the ones who seem the worst are the ones who need our help the most." That is a generous reading of a character who spent the cold open smashing down the Widgets' door, but the episode earns it. He-Man breaks the spell with an appeal rather than a punch, then sits the stranger down and asks him a question that has apparently never once come up in his life. "Who are you?" "No one ever asked me that before." That exchange is the episode's real climax, not the fight before it. It is also where the character gets his name, built out of the very trait that used to terrify people: his many faces.

Where the episode runs thinner is in everyone standing around that moment. Teela gets a line or two of recognition and no real stake in the stranger's fate beyond being present for it. Duncan narrates the flashback to Adam without much reason to be the one telling it rather than the Sorceress, who already knows the stranger is not evil before anyone else does. Skeletor, too, hands off the episode's villainy early, content to let Beast Man do the actual bullying once the Collector lands. That keeps him safe for next week but leaves him a bystander in his own scheme. The Widgets, led by the excitable Squinch, supply comedy more than stakes, and the show never decides whether they are meant to be sympathetic or simply loud.

But the episode does the one thing that matters here, something rarer on this show than a premiere stuffed with five villains or a parade of gimmick weapons. It sits with one character's loneliness long enough to let the redemption mean something, and it rewards him with a stage, an audience and a name of his own. Man-E-Faces earns his spot on the Heroic Warriors' roster. The show finally bothered to ask why a man with three faces needed to hide behind any of them.

Notes of Interest

  1. Behind the scenes: Script was approved April 27, 1983 and final script revision took place April 29, 1983.
  2. Continuity: The animated sequence of Beast Man throwing a grappling iron at the jaw bridge of Castle Grayskull is reused from Diamond Ray of Disappearance. The animated sequence of He-Man's deflection of a blast and Skeletor's ducking it is also reused from Diamond Ray of Disappearance. Lady Edwina from Creatures from the Tar Swamp can be spotted in the audience at Man-E-Faces performance in the final scene. Man-E-Faces does not appear again for 37 episodes.
  3. Animation errors and goofs: Each time Teela and Orko are seen in flying the Wind Raider, neither of them is holding the control stick, which is clearly visible. He-Man throws Man-E-Faces over his shoulder twice, and both times his scabbard is missing from his back. When Squinch points and exclaims "Why, he's gone", one of the Widgets behind him is standing in mid-air. The Sorceress appears outside of the Widget's Fortress and is part of the audience when Man-E-Faces performs at the Royal Palace near the end, even though she is not supposed to be able to leave Castle Grayskull in her human form. After Beast Man is thrown to the ground, Man-E-Faces is standing in the background with his arms at his side. Each time Beast Man moves his mouth, the sky visible between Man-E's arms changes color.
  4. Man-E-Faces, the multi-faced actor cursed with three forms, joins the Heroic Warriors. This is his Filmation (1983) origin story: the script treats a man with three faces and no name with more sympathy than the toy gimmick alone would suggest.

Cast Appearances

Full roster →

Episode screenshots

Earth is seen from high orbit, its surface covered in swirling purple-tinted clouds, with stars visible in the black sky above the curved horizon.
Earth is seen from high orbit, its surface covered in swirling purple-tinted clouds, with stars visible in the black sky above the curved horizon.
A closer view of Eternia's cloud-covered surface seen from orbit, with a few bright stars dotting the dark sky at the top of the frame.
Orko floats down a palace hallway pulling a large bunch of blue balloons behind him by their strings.
Cringer, not transformed, walks down a palace hallway balancing a tall three-tier frosted cake on a tray strapped to his back.
Cringer, not transformed, walks down a palace hallway balancing a tall three-tier frosted cake on a tray strapped to his back.
Cringer continues walking with the three-tier cake balanced on his back, viewed from a slightly closer angle in the palace hallway.
An empty stretch of palace hallway wall and tiled floor, with a shadow cast across it; no characters are visible in this transitional shot.
Cringer lies on the floor with his face smeared in white frosting after devouring the cake, while Orko floats nearby near a blue balloon, covering his face.
Orko reaches toward Cringer, whose face and whiskers are covered in frosting, as cake and icing are splattered on the floor between them.
Orko reaches toward Cringer, whose face and whiskers are covered in frosting, as cake and icing are splattered on the floor between them.
Prince Adam, not yet transformed, walks alone into the throne room, seen in side profile with the royal thrones in the background.
Prince Adam, not yet transformed, walks alone into the throne room, seen in side profile with the royal thrones in the background.
Prince Adam stands alone in the throne room, facing sideways, with the ornate thrones and pillars behind him.
A close-up of Prince Adam standing still in the throne room, looking off to the side with a neutral expression.
A low-angle shot shows Cringer's leg and Orko's hooded form reaching down near splattered cake frosting on the tiled floor.
Orko rests a hand on Prince Adam's arm as the two face each other closely in the palace hallway.
Orko floats with a raised fist beside Cringer lying on the floor.
Orko tumbles through the air with his arms out.
Prince Adam stands with Orko hugging his shoulder and Cringer behind him.
Man-E-Faces shows his silver robot face inside his blue hood.
Man-E-Faces shows his masked human face inside his blue hood.
Man-E-Faces stands full length with his human face showing.
A yellow skull face grins inside Man-E-Faces' blue hood.
Man-E-Faces shows a Beast Man face inside his hood as Prince Adam looks on.
Cringer covers his eyes with his paws beside Prince Adam's purple boot.
Man-E-Faces shows his masked human face as Prince Adam looks at him.
Man-E-Faces' blue shoulder and back fill the frame as Orko and Adam stand behind.
A close-up of Man-At-Arms' face, with his mustache and blue winged helmet, speaking inside the palace.
Orko gestures with his hands as he floats beside Prince Adam in the palace hallway, both looking off to the side.
Streaks of wind whip across a dark purple stormy sky above twisted black tree silhouettes and a stone castle, marking the start of a flashback.
Streaks of wind whip across a dark purple stormy sky above twisted black tree silhouettes and a stone castle, marking the start of a flashback.
A dark stone castle with gnarled tree-like supports stands beneath a swirling purple stormy sky, wind streaks blowing across the scene.
A closer view of the dark stone castle's arched wooden door flanked by twisted tree trunks, under the same stormy purple sky.
A group of medieval-garbed villagers gathers outside the castle gates; one in the foreground raises a sword while others look on anxiously.
Three frightened villagers react to something off-screen amid blowing wind, one wearing a winged helmet and gripping a dagger.
A group of villagers wearing horned and winged helmets stand together defensively, some holding daggers and a spear, in a blue-lit village square.
A close-up of three villagers' wary, frightened faces as wind streaks blow past them.
The same three villagers continue to react with alarm, wind streaking across their faces.
|Three villagers with open mouths shout as wind blows past them.
Kando shields his face beside Lara while villagers peek from windows.
Man-E-Faces stands before a wooden door with his green monster face showing.
Seen from behind, Man-E-Faces pushes at the large wooden castle door.
Man-E-Faces pounds on the castle door with his fist raised.
Lara points upward beside Squinch near a large cannon.
|An orange bird flies across a purple sky.
|An orange bird flies across a purple sky.
Man-E-Faces lies under a clear dome among grey statues.
Skeletor sits on his bone throne as Beast Man crouches beside a table.
A falcon with orange and blue feathers perches inside a pink palace structure.
Cringer sleeps curled up at the foot of a four-poster bed with red curtains, while Prince Adam sleeps beneath blue covers and a blue crystal orb glows nearby.
A closer view of Cringer sleeping peacefully at the foot of the bed, with Prince Adam's covered form and the glowing blue orb visible behind him.
A close-up of Prince Adam, awake and speaking, framed by dark red curtains in the bedroom.
A close-up of a bookshelf holding colorful books and a small electronic device with blinking lights, unrelated to any character.
A close-up of a blue dagger or sword blade glinting against a bright burst of sparkling light, suggesting a magical or technological effect.
A small aircraft with orange wings and a dark green body flies through a cloudy sky, seen from below at a low angle.
He-Man rides atop Battle Cat, gripping the saddle horn, as they soar through a cloudy sky.
He-Man rides atop Battle Cat, gripping the saddle horn, as they soar through a cloudy sky.
He-Man continues riding Battle Cat through the clouds, shown from a slightly different angle.
He-Man rides Battle Cat across rocky terrain with purple rock spires in the background, as a green aircraft flies overhead.
Teela, seated in the cockpit of a green flying vehicle, speaks while Orko floats beside her.
A close-up of He-Man smiling as he rides Battle Cat through the clouds.
He-Man grips the saddle as Battle Cat roars in the clouds.
He-Man rides Battle Cat across rocky ground beside the Wind Raider carrying Teela and Orko.
|A red starburst flashes around a glowing sword.
|Two startled villagers jump back beside a cooking pot.
Lara raises a wooden spoon as Man-E-Faces' blue leg fills the foreground.
Squinch grins and throws up his arms in celebration.
Man-E-Faces shows his monster face beside Squinch, who holds his helmet.
Man-E-Faces flexes with his monster face as villagers cower below him.
He-Man rides Battle Cat across a grassy field.
He-Man stands beside Battle Cat in front of castle walls.
He-Man looks ahead beside Battle Cat before the castle wall.
Man-E-Faces shows his green monster face before the castle wall.
He-Man crouches and runs toward a round white hut with a wooden door.
Man-E-Faces looks up as the Wind Raider with Teela and Orko flies past.
Six villagers, including Squinch, Lara and Kando, stand together looking wary.
|A pink vase tumbles through a cloudy sky.
Man-E-Faces strides through a teal mechanical room with his hood up.
Man-E-Faces stands facing forward in a teal control room with his fists raised.
|The green Wind Raider sits parked among twisted purple tree roots.
He-Man, Teela and Orko look ahead with alarm in front of castle walls.
Zoar watches as Teela, He-Man, Orko and villagers stand before a wooden gate.
Teela closes her eyes beside He-Man in front of twisted branches.
He-Man stands tall beside Battle Cat among twisted purple branches.
|The green Wind Raider sits low among twisted trees.
A tiny flying craft is seen from a great distance soaring through a cloudy sky.
Skeletor, in his purple hood with skull face, and Man-E-Faces, in blue and orange armor, stand together inside a teal mechanical interior, with Beast Man's red furry arm visible at the edge of frame.
Skeletor, in his purple hood with skull face, and Man-E-Faces, in blue and orange armor, stand together inside a teal mechanical interior, with Beast Man's red furry arm visible at the edge of frame.
A close-up of Man-E-Faces' blue-armored torso and shoulder as he stands inside the teal mechanical corridor.
Skeletor, shown in profile with his skull face in a purple hood, faces Man-E-Faces, whose armored torso is visible beside him, inside the mechanical interior.
Man-E-Faces, showing his green monster face, stands behind glowing blue energy bars as if restrained, while Skeletor's skull face looks on from outside.
A close-up of Beast Man's red, furry face with an angry expression, inside the teal ship interior.
A close-up of Beast Man's red, furry face with an angry expression, inside the teal ship interior.
A close-up of Beast Man's snarling red face with concentric white sound-wave rings radiating outward, indicating his animal-control power.
Skeletor, in his purple hood, stands beside Man-E-Faces, who raises his fists overhead with his green monster face showing, inside the ship interior.
A close-up profile of Beast Man's red furry face inside the ship, with a control panel visible in the background.
The Sorceress of Grayskull, in her white and orange winged costume, stands in a stone tower window with arms outstretched, a glowing orange orb behind her.
The Sorceress of Grayskull, in her white and orange winged costume, stands in a stone tower window with arms outstretched, a glowing orange orb behind her.
The Sorceress of Grayskull stands in the same tower window pose, arms spread wide, orange wings visible.
The Sorceress of Grayskull stands in the tower window, one arm raised, looking off to the side with her orange wings spread.
Beast Man crouches on rocky terrain near twisted purple trees, snarling as he pulls on a length of rope or whip.
Beast Man and Man-E-Faces, showing his green monster face, strain against each other in a tug-of-war over a rope on a rocky cliffside.
Beast Man and Man-E-Faces continue their tug-of-war struggle over the rope, both straining with effort.
He-Man stands alone with his arms at his sides, dark twisted tree branches and blue sky behind him.
A close-up of Beast Man's snarling red face with white sound-wave rings radiating outward as he uses his power.
A close-up of Man-E-Faces' angry green monster face inside his blue hood.
The Sorceress of Grayskull stands in the tower window with her orange wings spread, looking down with a concerned expression.
The Sorceress of Grayskull stands in the tower window, arms spread wide, looking to the side.
Teela points a red-tipped staff at Man-E-Faces sitting on the rocky ground.
Man-E-Faces lifts Beast Man overhead beneath a rocky arch.
A close-up of He-Man's determined face as he stands near a tree trunk against a blue sky.
Man-E-Faces shows his red-masked human face inside his blue hood.
A small blue and black flying drone with claw-like attachments soars through a cloudy sky.
Man-E-Faces, Beast Man and He-Man stand together in the teal control room.
Man-E-Faces fires a white blast from his fist at a control panel.
He-Man strains to pull a tangled net or tarp off a control panel inside the ship's interior.
Skeletor's yellow skull face, mouth open as if shouting, grips two levers inside a bone-decorated wooden cockpit.
A rocky, purple-toned cliffside with gnarled tree roots and small caves, with no characters visible, likely a transitional establishing shot.
Man-E-Faces stands in a blue rocky cave with his masked human face showing.
Man-E-Faces speaks with his masked human face inside the rocky cave.
A close-up of He-Man smiling, standing in a blue-toned rocky cave beside a twisted purple tree trunk.
He-Man stands close together with Orko, who peeks out from behind him, both in the rocky cave.
He-Man and Orko continue standing together in the cave, Orko's gloved hand raised near his chin.
At a festive banquet table decorated with balloon grape clusters and garlands, Orko, Man-At-Arms, and Teela sit together while Cringer sniffs at the tablecloth in the foreground.
A close-up of Man-At-Arms smiling and speaking at the festive banquet table, decorated balloons visible behind him.
A close-up group of smiling, clapping villagers, including a boy in a viking helmet and a woman in a pink headscarf, with Orko and others visible behind them at the celebration.
A close-up group of smiling, clapping villagers, including a boy in a viking helmet and a woman in a pink headscarf, with Orko and others visible behind them at the celebration.
Man-E-Faces and Orko stand together in a dim hall, both looking aside.

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