Mara contacts Master Sebrian to inform him of a radio signal from the planet Zil that has been uninhabitable due to the storms there. He-Man and Spinwit head to Zil where they meet their inhabitants who would like Spinwit to save them due to the crystals for their Tornado Machines are almost out of power. Meanwhile, Skeletor takes B.H. and Quakke with him to attack Zil.