He-Man, the last of the old Eternians, awakens in a bizarre, gay-obsessed world. Confused and horny, he discovers Teela in a lesbian threesome with two Cat People. Skeletor seduces him with a raunchy, BDSM-infused battle, leaving He-Man breathless and hard. Man-at-Arms, now a leather-clad, go-go dancing gay icon, finally pushes He-Man over the edge, leading to a wild, gay orgy in the castle, complete with outrageous costumes and non-stop, hilarious sexual antics.