The Gutter Rat

At the Point Dread camp, King Randor reconciles with Adam and Teela, and Andra is made a lieutenant. Queen Marlena arrives and tells Adam how she nearly left Randor while he was gone, and Adam blames himself. In Skeletor's hall, Man-At-Arms tells Evil-Lyn that everyone pities her, and Skeletor shows her the Celestial Apex, which will give him power over existence. When he says he will use it to kill He-Man, she tells Beast Man how Skeletor found her in the gutter and resolves to free them all. Adam and Teela talk in a ship, and Teela says the Sorceress is her mother and that she may have always known. Evil-Lyn tricks Skeletor into powering down, takes the Power Sword and becomes a god. The heroes plan to stop her, and Skeletor demands to be let in.

Skeletor: "Well, aren't you an imaginative little gutter rat?"

Evil-Lyn: "And since I didn't want to be eaten, I hid in the gutters. Like a rat."

Evil-Lyn: "I hate Skeletor. But I owe him my life."

Man-At-Arms: "Nobody here fears you, Evil-Lyn. We all pity you."

Teela: "The Sorceress is my mom. Maybe I've always known."

Evil-Lyn: "You simple, predictable little man."

Evil-Lyn: "I have to wonder, why bind myself to Grayskull when I can be my own Champion?"

Skeletor: "Well, don't just stand there, you royal boob! Invite me in."

Point Dread opens the episode as a reunion. King Randor tells Adam he should have said every day how proud he is of the man he has become, thanks Teela for bringing his son back, and hears Andra, who grew up alone in the streets after her grandfather died, ask only to stay with all of them. He makes her a lieutenant in his royal guard on the spot. Queen Marlena turns up soon after, and her account of how close she came to leaving Randor sends Adam straight to blaming himself.

Meanwhile Evil-Lyn, who calls herself the new Sorceress, questions Man-At-Arms in a cell about the woman who got away, and he turns the interview on her: "Nobody here fears you, Evil-Lyn. We all pity you." He adds that a new Sorceress would make Skeletor nothing more than her servant. Skeletor then shows her the Celestial Apex, a planetary alignment that will give him power over existence itself, and says he means to spend it on killing He-Man again.

The episode is about belonging, and the camp and the cell offer different kinds of it. In the camp Randor and Adam trade apologies, and Teela tells Adam that the Sorceress is her mother and that she may have always known. Evil-Lyn has a place too, but she took it beside Skeletor at the cost of her self-respect, and the second half is her deciding to leave.

The best writing is Evil-Lyn's confession to Beast Man. Diya Mishra's script has her admit she had thought him an idiot, then tell him she was born in the Zalesian slums, hid in the gutters rather than be eaten by her starving parents, and stayed in the sewer for twenty years. Beast Man answers with a saying from his people that gives her the words for what she wants [1]. Skeletor supplies the title earlier as a put-down, "gutter rat", and Evil-Lyn's own account ends with "Like a rat."

The art direction separates the two halves. The cell sits behind purple coils; the Apex scene puts Skeletor and Evil-Lyn on a small platform among swirling purple cosmic ribbons above a glowing planet; and the flashback runs from a dim room where a man and a woman hold a cleaver, to a white-haired girl crouched in a sewer beside rats, to a sunlit market, to a clawed blue hand reaching toward young Evil-Lyn. When she lifts the Power Sword she takes a godlike form with a golden halo and a starry cape.

Lena Headey's Evil-Lyn has the most to do: she mocks Man-At-Arms through the cell bars, owns up to Beast Man, and addresses the planet with "Good evening, all of Eternia!" The standout scene is her confrontation with Skeletor right after she takes the Sword, where she tells him "You will never kill He-Man!" and then "You wouldn't know what to do with yourself if you did." She says he would be lost without He-Man to hunt.

The weak spot is the speed of the turn. Skeletor has just watched Evil-Lyn question his plan to his face, and he still powers down on the strength of one flirtatious request, which lets Evil-Lyn take the Sword almost at once. Part of the reason may be pacing: the Sword has to change hands now so that the next episode can deal with the consequences. A beat or two more of hesitation from Skeletor would have made the theft feel like her cleverness rather than his lapse.

Within Part 2 this is the turning point for Evil-Lyn, who stops being Skeletor's lieutenant and becomes the series' main threat, with a background the episode has just explained. It ends with Skeletor gripped by two Eternian Royal Guards and demanding to be let in [2].

[1] The saying itself falls in a stretch the English subtitles leave blank; only the translation survives, as Beast Man says it means "I am my own." [2] Marlena's account of Raenius putting them in the Talon-Fighter matches what Raenius himself says in Cleaved in Twain, where the plan is to rendezvous at Point Dread.

1. The MOTU wiki says the two men who chase young Lyn into an alley in her flashback are modeled after Powerhouse Animation producers Brad Graeber and Shane Minshew.
2. The MOTU wiki notes this episode establishes that the relationship between Randor and Marlena broke down shortly after Adam's apparent death.
3. Wikipedia lists Lena Headey as voicing both Evil-Lyn and Majestra, and the MOTU wiki notes the false name Magestra was used by Evil-Lyn in the Filmation episode The Shaping Staff.
4. The Zalesian gutter that Evil-Lyn describes here comes back in the next episode, Hope for a Destination, where she names it as the place Skeletor lifted her out of.
5. Evil-Lyn's phrase for Man-At-Arms, "The most dangerous man in Eternia", echoes both the title of Part 1's third episode and a line in it about Man-At-Arms being the most dangerous man in all of Eternia.
6. Teela guesses here that being in the Mystic Mountains made her realise the Sorceress is her mother; in Hope for a Destination, she is told the Mystic Mountains themselves called her across the world to bring her here.