Masters of the Universe (film)

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Masters of the Universe is a 1987 science fiction and fantasy film based on the toy line of the same name. He-Man and his comrades land on Earth, discover two teenage lovers, and battle the evil Skeletor for possession of a cosmic key.

Directed by Gary Goddard. Written by David Odell and Stephen Tolkin.
A battle fought in the stars. Now... comes to Earth. Taglines


  • At the center of the universe, at the border between the light and the dark stands Castle Grayskull. For countless ages, the Sorceress of Grayskull has kept this universe in harmony, but the armies of darkness do not rest, and the capture of Grayskull is ever most in their minds. For with those that control Grayskull come the Power. The power to be supreme, the power to be almighty, the power to be... Masters of the Universe.


  • People of Eternia, the war is over. My forces are victorious. The Sorceress of Grayskull is my prisoner, and her powers are now joined with mine! Let this be my first decree. Those who do not pledge themselves to me, shall be destroyed! The new age begins.
  • Everything comes to he who waits... and I have waited so very long for this moment.
  • He-Man lives and possesses that key. I must possess all, or I possess nothing.
  • Stay where you are, He-Man! One more move and your friends will not live to see another day! I give you a choice. Return with me to Eternia as my slave and save their despicable lives, or perish with them on this primitive and tasteless planet. Surrender your sword!
  • Not the way to treat you beloved ruler. Throw down your weapons or you die!
  • People of Eternia, I stand before the Great Eye of the galaxy. Chosen by destiny to receive the powers of Grayskull! This inevitable moment will transpire before your eyes, even as He-Man himself bears witness to it. Now, I, Skeletor, am Master of the Universe! Yes! Yes... I feel it, the power... fills me. Yes, I feel the universe within me! I am... I am a part of the cosmos! Its energy flows... flows through me. Of what consequence are you now? This planet, these people - They are nothing to me - the universe is power, pure, unstoppable power - and I am that force, I am that power! Kneel before your master... [He-Man refuses]... Fool! You are no longer my equal. I am more than man, more than life! I am a god! Now. You... will... kneel! Kneel!
  • Where are they? Where are your friends now? Tell me about the loneliness of good, He-Man. Is it equal to the loneliness of evil?
  • [last lines] I'll be back!


  • Evil-Lyn: Outnumbered? Outclassed is more like it.
  • Blade [sword-fighting with He-Man] I've waited a long time for this!
  • Detective Lubic: Nobody takes pot shots at Lubic!
After being hailed as a hero and admired by beautiful Eternian women, Lubic has decided to reside on Eternia
  • Detective Lubic: The only thing I will miss about Earth is the World Series.


He-Man: Let her go.
Skeletor: I don't think so. No. While she remains imprisoned within this field, her powers increase my own. And when the moon reaches its zenith, the Great Eye will open, and all the powers of Grayskull will be bestowed upon me! Your wonderous Sorceress... will die.
Man-At-Arms: [appalled but trying to keep Skeletor distracted] You dare threaten her life?!
Skeletor: I dare anything! I am Skeletor! Throw down your weapons and pledge yourselves to me... or you will join her.
He-Man: It's not her you want, it's me. It's always been between us.
Skeletor: Silence.

Evil-Lyn: After all this time, Grayskull is ours.
Skeletor: [whips around] NO!! [Evil-Lyn shoots him an angered glare; he sits down] Mine.
Sorceress: The power of Grayskull has not yet passed to you.
Skeletor: Oh. [mockingly] Someone is speaking to me. Yes... Sorceress. [approaches her and stabs the Havoc Staff in the floor] My lovely prisoner, my prisoner at last. I've won. I've won. The darkness is rising to embrace you.
Sorceress: The dark can embrace the light but never eclipse it. You've not won yet, Skeletor. He-Man is still alive. I can feel it.
Skeletor: Really? How sensitive you are. Can you feel... this?!
[uses his magic to drain her powers.]

[after He-Man and his team escape using the Cosmic key]
Skeletor: Find them. Trace them! I want them and that key hunted down and brought to me!
Evil-Lyn: It looked as if he was punching the keys at random. There's no way of telling where they might have gone.
Skeletor: Monitor the frequencies! Wherever they are, they'll use it again. When they do, lock it in. He-Man lives and possesses that key! I must possess all or I possess nothing. Find them.

Man-At-Arms: Mmm... good food.
Teela: I wonder why they put the meat on these little white sticks?
Man-At-Arms: Those are rib bones.
Teela : [pauses in shock] You mean this used to be an animal?
Man-At Arms: [continues eating] Mm-hmm.
Teela: Ugh! What a barbaric world...
Man-At-Arms: Never think while you're hungry.
Teela: I think we've wasted enough time. We'd better get back to our sectors.
Gwildor: It tasted good...

Julie Winston: I wish I could change things.
Kevin Corrigan: But you can't. That only happens in fairy tales.

He-Man: Did you have any luck?
Teela: [looking at Julia] Not as much as you, apparently.

[Skeletor and Evil-Lyn are flirting and making out with one another in the Castle's throne room.]
Skeletor: [as he strokes her face and shoulder] Why is there still resistance? The people must know that I am Grayskull. I depend upon you for these things. You know that.
Evil-Lyn: [whispers; ecstatically] The people... wait for He-Man. They believe that he will return to lead them. [seductively] For you to rule completely, he must be destroyed.
Skeletor: He-Man? If I kill him, I make him a martyr, a saint. No, I want him broken.
[They are about to kiss when the mercenaries suddenly enter the throne room, injured and without the Cosmic Key or He-Man.]
Skeletor: [not liking what he's seeing] Where is the Key?
Karg: [nervously; stammering] We, uh-uh, traced the Key's, uh, signal, uh, but were unable to take possession of it.
Skeletor: [not liking what he just heard] Is that all?
Karg: We-We fought with the Eternians, but, uh, were outnumbered. We thought it wise to return alive and gather a larger force. And--
Skeletor: [stands up; absolutely furious] So He-Man's free?! [the mercenaries look around nervously] You are all aware of the penalty... for failure?
Blade: [pleadingly; fearing death] Give me one more chance, Lord Skeletor, and we will succeed.
Skeletor: I am not in the giving vein this day. [incinerates Saurod with lightning]
[Blade gasps in horror. Beastman lunges and grabs Skeletor's hand, whimpering and begging for his life]
Skeletor: [disgusted and angrily] GET AWAY!!!!
Karg: [pleadingly] He begs for your forgiveness, as do we all. We-We live only to serve you.
Evil-Lyn: It would be a pity to waste their talents.
Skeletor: [pushing her away from her towards the mercenaries; annoyed] Save your pity for yourself! If you fail. Take them and whatever troops and resources you need.
Evil-Lyn: I was not suggesting that I go.
Skeletor: Then you should not have spoken. Leave immediately. When you find the Key, send the sourcing signal, an attack force will join you or I will follow.

Centurian: [regarding He-Man's allies] What about them, sir?
Skeletor: Leave them alone. He-Man is my slave. As long as I let them live, he is bound by his word. Let them rot. [laughs] Let them rot.

Skeletor: [to the heavily weakend, almost dead Sorceress] The final moment has come. All the forces of Grayskull, all the powers in the universe will be vested in me! Me! And you will cease to exist.
Sorceress: It is not too late to undo this madness.
Skeletor: Madness? I demand the destitution, shame, and loneliness of scorn. [speaking of the Great Eye] It is my destiny, it is my right. Nothing will deter me from it.
Sorceress: Men who crave power... look back over the mistakes of their lives, pile them all together and call it "destiny".
Skeletor: [laughs; mockingly] Thank you for that bit of philosophy, Sorceress. Here is my response. [triumphantly] Yes, Sorceress. [Blade hands him the Sword] The Sword of Grayskull. Mine! [installs the Sword in the Great Eye] Now and forever. [He-Man is brought forward] Your champion.

Skeletor: Witness this moment, He-Man. This moment where the powers of Grayskull will become mine for eternity. Our life-long battle is ending at last in the only way it could.
Warlord: Holosphere, standing by.
Skeletor: When the Great Eye opens, the people of Eternia shall see you kneeling to me, just before you die.
He-Man: [tries to charge at Skeletor, but is blocked by two Warlords] I'll never kneel to you!
Skeletor: Yes, you will! Yes, you will! Or I shall wreak unforgettable harm upon you.

Skeletor: [as Blade tortures He-Man] Where is your strength? Where has it gone, huh? Look at your precious Sorceress. An old crone. Weak, withering, dying. Are you ready to yield now, proud warrior?
Warlord: The moon rises to its apex.
Skeletor: [estatic] Ah... Do you hear? The Alpha... and the Omega. Death and Rebirth. And as you die, so will I be reborn.

He-Man: You promised not to hurt them!
Skeletor: I lied! Farewell, He-Man.

[He-Man manages to pull the Power Sword out of the Great Eye, regaining his strength while the energy blinds Skeletor.]
Skeletor: [angrily; refusing to accept defeat] 'No!' You will no longer stand between me and my destiny!
He-Man: [unfazed] But I will. I told you that it's always between us.
Skeletor: Oh, I ache to smash you out of existence. To drive your cursed face from my memory forever!
He-Man: Enough talk!
Skeletor: Yes! Let this be our final battle!
[They clash their signature weapons together, emitting a wave of energy. Their duel continues to the depths behind the throne room until He-Man manages to chop the Havoc Staff in two, restoring Skeletor to his normal form, severely tired.]
He-Man: [triumphant; almost out of energy] Skeletor... it's over.
Skeletor: [through gritted teeth] Yes... [pulls out his own sword] For you.
[They spar until Skeletor nearly manages to knock the Power Sword into the depths below the Castle, but He-Man grabs it. The duel continues until He-Man manages to knock Skeletor off the cliff, sending him screaming into a pit of red-hot liquid below.]

Sorceress: Julie, keep this with you, and Eternia will always be near. [gives Julie a glowing blue crystal]
Julie Winston: Thank you. He-Man, Teela, Man-At-Arms...
Teela: Don't say goodbye. Say Good Journey.
Man-At-Arms: It is an old Eternian saying. Live the journey, for every destination is but a doorway to another.
Julie Winston: Good Journey.


  • A battle fought in the stars. Now... comes to Earth.
  • The live-action motion picture.
  • Only the universe could hold adventure this big!

Main cast

Actor Role
Dolph Lundgren He-Man
Frank Langella Skeletor
Meg Foster Evil-Lyn
Billy Barty Gwildor
Courteney Cox Julie Winston
Robert Duncan McNeill Kevin Corrigan
Jon Cypher Duncan (Man-At-Arms)
Chelsea Field Teela
James Tolkan Detective Lubic
Christine Pickles Sorceress of Castle Grayskull
Tony Carroll Beastman
Pons Maar Saurod
Anthony De Longis Blade
Robert Towers Karg
Barry Livingston Charlie