The world of Eternia in the aftermath of Skeletor's war on Castle Grayskull, which he has won after seizing Grayskull and the surrounding city using a cosmic key developed by the locksmith Gwildor. The Sorceress is now Skeletor's prisoner and he begins to drain her life-force as he waits for the moon of Eternia to align with the Great Eye of the Universe that will bestow god-like power upon him.
Dolph Lundgren
as He-Man
Frank Langella
as Skeletor
Meg Foster
as Evil-Lyn
Billy Barty
as Gwildor
Courteney Cox
as Julie Winston
Robert Duncan McNeill
as Kevin Corrigan
Jon Cypher
as Man At Arms
Chelsea Field
as Teela
James Tolkan
as Detective Lubic
Christina Pickles
as Sorceress
Tony Carroll
as Beast Man
Pons Maar
as Saurod