The group makes their way through the depths of Subternia as Orko nervelessly recites a poem he heard from Trolla about the underworld and the creature that rules it, Scar Glow. Suddenly a green mist washes over the group and various members find themselves separated, with Teela isolated by herself, Evil-Lyn and Orko in an illusion of Trolla and Andra, Beast Man and Roboto at the depths of the underworld.
While searching for her comrades Teela runs into Scare Glow himself who tells her that he has the price she seeks, the dark half of the Sword of Power. He is willing to give her the sword but, in exchange, wishes to feed on her fear. Not seeing anything wrong with that, since she doesn't believe she has anything to fear, Teela agrees to Scar Glow's demands and travels to the bottom of Subternia.
Meanwhile Orko and Evil-Lyn explore the illusion of Trolla and come across the Foundain of Knowledge, the source of Trollan magic. However the well is dried up, showing that magic truly is dying all over the universe. As Orko muses on the idea that he may be the last of his people, he confesses to Lyn that he isn't really named Orko, that was just a nickname he got stuck with. His parents named him Oracle as they wanted him to become someone special, however Orko was never able to harness magic as easily as the other Trollan's and as such he couldn't life up to his families expectations.
Evil-Lyn, touched by this vulnerability, admits how much she's struggled to earn the respect of her peers and that to her magic is something beautiful. Through this bonding session the two grow closer and become friends. However suddenly shadow versions of the Trollans appear and merge to form a giant Shadow Beast.
Meanwhile, Andra's group is being attacked by Shadow Beasts and zombies down in Subternia's depths. While Andra is understandably afraid Roboto admits that, as a robot, he doesn't suffer from the fear. Andra suddenly has an idea on how they can get out of their situation.
Elsewhere, Teela awakens and asks to be tested already so she can get the sword. Her challenger appears in the form of He-Man, who does battle with her while mockingly telling her that he never trusted her with who he really was and that she fears being lied to and abandoned. Teela shouts that she knows that this isn't really Adam, but then the He-Man sees deeper into her heart and finds her deeper fear.
The manifestation of her fear turns into Teela herself who reveals that the thing Teela truly fears is her own destiny. She has tried to hide it by pretending to be a normal person but in the end she isn't. Teela finally admits to her own fear as Scar Glow arrives to feed on her fear for himself. However, she resolves herself that she owns her strengths and weaknesses and that Scar Glow can't have them.
Across Subternia the heroes are fighting back against the underworld's forces; Andra's group uses Roboto to release a blinding light of energy at the zombies, meanwhile Lyn and Orko combine their magics to defeat the giant Shadow Beast, and Teela, now finally accepting her destiny, is able to push back against Scar Glow and summon the Sword of Power to herself.
The group find themselves reunited and, with the dark half of the Sword in hand, Evil-Lyn uses her remaining magic to create a portal to the swords light twin in Preternia. Before they can go through though, they are attacked by Scar Glow, who arrives to trap the heroes in the underworld's depths for all eternity.
However, Orko, with newfound courage and strength of resolve, is able to fight back against the lord of the dead. He starts firing concentrated rings of light to push Scar Glow back and urges the heroes to leave. Evil-Lyn tries to help, but by now she has run out of magic, and Beast Man takes her through the portal. Using his magic to bind to Scar Glow, Orko casts an incantation to banish the lord of the dead once and for all, in the process vanishing in a blast of light and sending the remaining heroes flying into Preternia.
As the portal closes, all that remains of Orko is a tattered, burned piece of his scarf. A furious Teela tells Lyn that this was her fault and she should have died instead. With tensions at an all time high and the two sets of masters ready to kill each other, the situation is defused by the sudden arrival of a shocked Prince Adam.
Tropes:
- Face Your Fears: Subternia's depths prey on the various fears the heroes have in order to feed Scar Glow their power, with Teela having to confront her fear of the responsibility that being Eternia's protector has on her, and Orko having to confront the possible reality of being the last of the Trollan people. In order to escape Subternia the heroes have to face these fears head on and overcome them.
- Heroic Sacrifice: When Scare Glow tries to hold the group back from reaching Perternia, Orko is finally able to access the full depths of his power to hold the lord of the dead back, eventually placing a magic spell on him that sends him back to where he came from seemingly vaporizing the two of them.
- Hidden Depths: While separated by the rest of the group Orko and Lyn reveal some deep seated insecurities about themselves, with Orko noting that he's always struggled with inadequacies due to his difficulty in mastering magic while Lyn has had to struggle every day of her life to earn respect and power. The two end up bonding over their issues and even become friends of a sort by the end.
- I Just Want to Be Normal: Scar Glow realises that Teela's greatest fear is that she is unworthy of her own destiny as Eternia's protector and that her work as a mercenary has just been her trying to hide from who she really is. Once she realises this however Teela is able to more past this fear and is able to conjure the dark half of the Sword of Power by herself without needing Scar Glow's help.
- Nice Job Fixing It, Villain: Scar Glow trapped the various heroes into their own worst nightmares in order to feed of their fear and energy. All this ends up doing however is force the heroes to confront these problems head on and in the end Teela is able to accept her destiny while Orko is able to access the depths of his magic potential in order to protect his friends.
- Odd Friendship: Orko and Lyn bond while stuck together in Subternia's depths over their shared histories with their struggle for respect. It makes Orko's sacrifice in the end even more tragic since Lyn genuinely did want to save Orko but couldn't due to her lack of magic.
- Party Scattering: The group gets separated by Subternia's power early on in the episode, with Teela left isolated by Scar Glow, Evil-Lyn and Orko trapped in an illusion of Trolla, and Andra, Beast Man and Roboto confronting zombies and Shadow Beasts.
- Sophisticated as Hell: When Lyn tries to use some magic on a Shadow Beast and it doesn't work she lets out an "oh bollocks".
- Wham Shot: The final scene of the episode which sees Prince Adam reuniting with Teela and the others in Preternia.
- You Should Have Died Instead: After Orko sacrifices himself to stop Scar Glow and send the rest of the group into Preternia Teela tells Evil-Lyn that she should have been the one to die not him.
