When King Randor's beautiful but snobbish and stuck-up niece Lady Edwina comes to stay at the Palace, Orko is attracted to her and tries unsuccessfully to impress her. He thinks back to a magical medallion that he once had when he arrived on Eternia years before in a freak storm, when he saved a young Prince Adam and Cringer from the Tar Swamp, loosing the medallion in the process. He heads off to the swamps to try and find the lost charm to impress Edwina, but unfortunately he is there at exactly the same time as Skeletor, who, with Evil Lyn and Beast Man, has come up with a magical potion to resurrect ancient beasts from the swamp to use in an attack on the Royal Palace...