An assembly line inside the Royal Palace near Man-At-Arms' is building new scout vehicles. Man-At-Arms catches Ram Man eating and tells him to eat and work at the same time.
King Randor comes to check up on the progress with Teela, Adam, and Orko. Randor is still working on his council and Teela tells Randor that Man-At-Armschasn't slept in days since Skeletor's recent victory. Orko is still afraid of dragons after the dragon eggs incident.
Meanwhile at Snake Mountain, Skeletor finds out about the council and figures out how to crash the meeting. Beast Man says he has the perfect beast to help them out. He shows them the Serpinataurs [flying serpents that are afraid of dragons]. Skeletor wonders how to get rid of the dragons until Stinkor appears. This gives Skeletor a plan.