The Sorceress sends He-Man to the Sands of Time, to investigate the mystery surrounding a pyramid which appeared out of nowhere, then vanished as mysteriously as it appeared. When he reaches the desert, accompanied by Ram Man and Orko, He-Man comes across a villain called Lord Masque, who is causing havoc in the desert whilst intending to uncover the house of his 'mistress'. He-Man consults the Royal Archaeologist, Melaktha, who tells him that there was once a dark fortress in the desert which was home to the evil Goddess Shokoti. Suspecting this is the fortress that Masque intends to uncover, Melaktha and his young assistant Stanlin accompany the heroes to the desert to investigate Masque's scheme further.