The Masters of the Universe have won a great victory in driving the Snake Men away from the Mystic Mountains. Entering a local tavern in search of rest and refreshment, Man-At-Arms comes face-to-face with his estranged brother, Fisto. Old grievances rise to the surface, and Man-At-Arms accuses his brother of being a deserter during the Great Unrest. But this moment is soon interrupted as Buzz Off and Stratos discover that Webstor has eaten Ambrosia and has transformed him into a large spider-creature with incredible power! When the Masters are trapped by Webstor, Fisto is called into action...