He-Man VS Lion-O
Season 2
Overall Episode 26
Season Episode 1 (Season Premiere)
Air date May 31, 2013
Written by Ben Singer
Animated by Mr. Lange
Episode link Rooster Teeth
Episode guide
Goku VS Superman
(Season 1 Finale)
Shao Kahn VS M. Bison
Episode 26 - Masters of the Universe VS ThunderCats! It's a classic battle of muscular 80's icons! Will He-Man smash his way to victory with his herculean strength, or will Lion-O's all-powerful Sword of Omens strike the finishing blow?

He-Man VS Lion-O is the 26th episode and Season 2 Premiere of DEATH BATTLE!, featuring He-Man from the Masters of the Universe series and Lion-O from the ThunderCats series in a battle between muscular 80's cartoon heroes. He-Man was voiced by Edwyn Tiong and Lion-O was voiced by Xander Mobus.


(*Cues: Invader - Jim Johnston*)

Wiz: Ahh, the glorious 80's. That odd era of big hair, keytars, and goofy muscular heroes of questionable sexual preference.

Boomstick: He-Man, master of the universe.

Wiz: And Lion-O, Lord of the ThunderCats.

Boomstick: He's Wiz and I'm Boomstick.

Wiz: And it's our job to analyze their weapons, armor, and skills to find out who would win... a Death Battle.


Prince Adam: Let's go, Cringer! He-Man and Battle Cat are about to make an appearance.


(*Cues: He-Man - Main Theme (Instrumental)*)

Wiz: Prince Adam is the pathetic, bumbling son to the royal family of Eternia.

(*He-Man runs into a lamp and crashes*)

Boomstick: Ha ha, dumbass.

Wiz: Then one day, a bird-clad sorceress gave him the secret powers of Castle Grayskull, transforming him into He-Man, the most powerful Chippendale in the universe.

Prince Adam: Fabulous secret powers were revealed to me the day I held aloft my magic sword and said, "By the power of Grayskull..."


He-Man: "I have the power!"

Boomstick: Wait, wait, that's his origin story? He just thrust his sword up and down and yelled some random shit until he turned into a near-naked superhero?

Wiz: Well, more like a cheap action figure.

Boomstick: He-Man possesses herculean strength, speed, durability, and a super breath which can blow over most foes, and probably a few other things if you know what I'm saying.

(*Cues: He-Man & She-Ra Orchestral Melody - He-Man*)

Wiz: The indestructible Power Sword is the conduit for his immutabilities, and has some unique powers of its own.

Boomstick: Like any good sword, it deflects lasers and can also do a bunch of other random stuff, like magnetize special rings, or tie people up with magic S&M.

Wiz: And while he is skilled enough to throw his sword like a boomerang, he occasionally uses ranged gear, such as a grappling hook and bolas, to battle the evil of Skeletor.

Boomstick: But I don't know where he's keeping those things, I mean he's practically much na- who-ho-hoa! You'd think he'd keep it in his battle harness made of Korodite! Which, by the way, further multiplies his already insane strength by 10.

He-Man: That's what the sorceress fashioned this harness from. It helps add to my power.

(*Cues: He-Man - Orko's Theme*)

Wiz: Prince Adam is not the only one getting a power-up. He has an adopted cat, whom he saved from the jungle at a young age.

Boomstick: He named him Cringer, 'cause well... he's a little b*tch. But whenever He-Man transforms, he zaps the little pussy, turning him into the ferocious Battle Cat.

(*Battle Cat roars*)

Wiz: Despite Cringer's reluctance and downright refusal to do so.

Boomstick: He's kinda like the Michael Vick of cartoon heroes.

Cringer: Oh no. My mother didn't raise any foolish children.

(*Cues: He-Man - Snake Mountain Theme*)

Wiz: Granted, Battle Cat is a tremendous asset. He's so vicious it's implied that if he doesn't transform back into Cringer, he could go on an unstoppable rampage. After all, he is half tiger, half dragon.

Boomstick: Gimme gimme gimme gimme gimme gimme!

(*Cues: Unknown Theme*)

Wiz: He-Man has moved mountains, reversed a tornado, ran in circles fast enough to create a vacuum...

Boomstick: The fuck?

Wiz: And dug to the center of the planet with nothing but a broken stalactite.

Boomstick: The DOUBLE fuck?!

(*Cues Instrumental He-Man theme again*)

Wiz: He even shattered Photanium, the strongest metal in his universe, when even his closest friends believed it would be too much for him.

Boomstick: And he traded blows with Superman... you know, that one guy who can lift entire planets and maybe killed your favorite person ever? That one.

Wiz: Well, he's not that strong, but he did manage to push a moon once... or twice. But despite his miraculous strength, he is not invincible. Enough raw force can revert him back to the far more vulnerable state of Prince Adam. He also despises violence, preferring to outsmart opponents, and thus has much less physical combat experience than you'd think.

Boomstick: Still, he's pretty good at beating the everliving crap out of people, no matter what planet or series he's on.

Wiz: That's right. The 1990s New Adventures of He-Man is technically the same He-Man we all know, giving him much more experience-

Boomstick: Wait, wait, wait, what was that?

(*Pauses footage*)

Wiz: Shh, this is vital.

Boomstick: No, no, no! Go back! Go back! Right there!

(*Rewinds back*) (*He-Man fixes broken chain*)

He-Man: There you go, fella. Good as new.

(*Cues: Run Orko - He-Man*)

Boomstick: Wha-? Okay, so it's broken. "I guess I'll just magic it back together!"

Wiz: The magic of the '80s, Boomstick. The magic of the '80s.

Boomstick: Magic of lazy writing.

(*Grappling hook pulls down door*)

He-Man: Next time, you might try knocking first.



(*Cues: ThunderCats - Main Theme (Instrumental)*)


Lion-O: Let's get this show on the road.

Wiz: As a child, Lion-O barely escaped the destruction of his home planet Thundera. His father sent him to 3rd Earth with five Thunderian nobles to uphold the royal lineage.

Boomstick: You know, I'm really gettin' tired of people ripping off Superman.

Wiz: But the Kryptonian comparison stops there, as on route to 3rd Earth, a suspension capsule malfunctioned... or something, it's not really explained, caused his body to age ten years.

Tygra: During that time, he grew in size, but he did not grow up.

Lion-O: What's going on?

(*Lion-O bumps his head on capsule door*)

Boomstick: Aww, we missed the cute kitty stage! ...Shut up, kittens are adorable!

(*Cues: ThunderCats - Orchestra Theme Medley*)

Wiz: As the newly crowned Lord of the ThunderCats, Lion-O is the leader of the group and commands all of cat-kind.

Snarf: Lion-O has power over all cats!

(*Cues: ThunderCats - ThunderTank*)

Wiz: Against the evil forces of Mumm-Ra, Lion-O was forced to mature on the battlefield. He is a quick learner, helped by his cat-like abilities and attributes.

Boomstick: Which means he's got superhuman agility and senses.

Wiz: Right. For example, while a human's nose has five million odor-sensitive cells, a cat's has over 200 million. Cats can hear five times better, have panoramic vision, and use their whiskers like antenna to scan for trouble, meaning it's actually very unlikely for curiosity to kill a cat... unless they're distracted by bright shiny things.

(*Cues: ThunderCats - Panthro*)

Boomstick: Lion-O wears a manly sports bra and wrestling shorts and doesn't seem to own anything else. Guess someone forgot to pack, oh, you know, CLOTHES for the interplanetary trip!

(*Cheetara roar*)

(*Cues: ThunderCats - Orchestra Theme Medley*)

Boomstick: Wardrobe aside, he wields the Sword of Omens, a pocket-sized dagger, which transforms into an epic blade after the most badass battle cry ever.

Lion-O: Thunder! Thunder! Thunder! ThunderCats, ho!

(*Cues: ThunderCats - Tygra*)

Boomstick: It's an extremely durable, double-edged blade that cuts through stone and steel with ease. He can fly, make force fields, and shoot over fifteen different kinds of beams. Lightning bolts, fire blasts, and even a tractor beam, which Lion-O can guide things with, which is great for when you're on the couch. (*Lion-O impression*) Sword of Omens, bring me snacks beyond snacks... and a beer!

(*Cues: ThunderCats - Orchestra Theme Medley*)

Wiz: The sword's power stems from the gem housed in its hilt, the Eye of Thundera, a legendary jewel with limitless magical power, which its wielder can call upon even from a great distance, such as inside a black hole.

Lion-O: Sword of Omens, come to my hand!

Wiz: It is powerful enough to hold an entire planet together and can spy on people and events across space and time.

Lion-O: Sword of Omens, give me sight beyond sight!

(*Cues: ThunderCats - Main Theme (Casual)*)

Boomstick: He wears the Claw Shield, an extremely durable claw... glove thing, with which in his first outing he effortlessly punched down a tree. Hey, that's just like how I catch squirrels for supper!

Wiz: The Claw Shield may be small, but it's proven effective against blades, blows, and lasers. As a bonus, it has four grappling hooks, a smoke screen, and functions as a neat little scabbard for the Sword of Omens.

Boomstick: But the Claw Shield can't protect him from everything.

(*Cues: ThunderCats - Thundera*)

Wiz: While Lion-O is certainly quite sophisticated for an oversized thirteen-year old man-kitten, he is still somewhat immature and hot-blooded. Also, both Lion-O and the Eye of Thundera share a common weakness to a glowing red rock called Thundrainium. Okay, I lied, there was one more Superman rip-off. While the Eye is one of the most powerful weapons ever conceived, it may also be his greatest weakness. Turns out it's the source of life for all ThunderCats, so if it's destroyed, so is Lion-O... and his entire race.

Boomstick: I know! I'll bring it into constant danger, and get disarmed a lot!

(*Cues: ThunderCats - Orchestral Theme Medley*)

Wiz: Still, Lion-O is stronger, smarter, and faster than any other ThunderCat. He can pull down a spaceship attempting escape velocity and won a foot race against Cheetara, who can run 120 miles per hour.

Boomstick: Oh, and look. He fought Superman too.

Wiz: He's tough enough to survive boiling water, the molten core of the planet, and even the... vacuum of space?

Boomsticks: '80s magic, Wiz. '80s lazy-writin' magic.

Lion-O: Sword of Omens... give me power beyond power! Ho!

Death Battle

(*Cues: Royal Family - He-Man and the Masters of the Universe*)

In a forest, Prince Adam is talking to Cringer, who is hiding in a bush.

Prince Adam: Okay, Cringer. Let's try this again. This time, no whining, okay?

Cringer: Oh no. Not again.

Prince Adam then takes out the Power Sword and transforms into He-Man.

(*Cues: He-Man and the Masters of the Universe - Main Theme*)

Prince Adam: By the power of Grayskull...


He-Man: I have the power!

He-Man then uses his sword on the bush without looking, beginning Cringer's transformation.

Cringer: The pain...

(*Battle Cat roar*)

(*Cues: Mumm-Ra The Ever Living - ThunderCats*)

Elsewhere in that same forest, Lion-O hears Battle Cat's roar, then takes the Sword of Omens out of the Claw Shield, preparing to transform the blade.

(*Cues: ThunderCats - Sword of Omens*)

Lion-O: That sounds like trouble. Thunder! Thunder! Thunder! ThunderCats, ho!

Lion-O then looks over at the Eye of Thundera to find out about the disturbance.

Lion-O: Sword of Omens, give me sight beyond sight!

(*Cues: Royal Family - He-Man and the Masters of the Universe*)

He-Man then jumps onto the fully transformed Battle Cat.

He-Man: Alright Battle Cat, let's go do something normally perceived as impossible.

Lion-O: Stop right there!

(*Cues ThunderCats (Instrumental)*)

Lion-O then jumps out in front of He-Man and Battle Cat.

Lion-O: You would mount that poor pussy like some kind of mule? You muscular fiend! Noble tiger, turn on your master!

(*Cues: ThunderCats - Danger Approaching*)

He-Man is suddenly booted off by Battle Cat.

He-Man: He must have control over animals.

He-Man then proceeds to punch Battle Cat high into the air.

He-Man: That should keep you busy for a while.

Lion-O: I am Lion-O, Lord of the ThunderCats... and you will pay for your animal cruelty.

He-Man then takes out his sword.

He-Man: I am He-Man. Back off, feline. You are clearly not equipped to...

Lion-O then proceeds to take out the Sword of Omens.

He-Man: Oh.


(*Cues: ThunderCats - Intro Theme (METAL)*)

Lion-O fires a lightning blast at He-Man, who deflects it with his sword back at Lion-O, who blocks it. He-Man then picks up a boulder and throws it at Lion-O, who leaps at it and slashes through it with his blade, then clashes with He-Man's sword. He-Man knocks Lion-O away, then leaps towards him as the two begin to duel. Lion-O tries using fast side-swipe slashes on He-Man, but he blocks all of them, with the last move knocking the Sword of Omens away from Lion-O.

He-Man: Surrender! You are defenseless.

Lion-O: I've got plenty of tricks left!

Lion-O then uses his Claw Shield's smoke screen, allowing him to escape.

(*Cues: ThunderCats - Curiosity*)

He-Man: *coughs* Have to... clear this. *exhales*

He-Man uses his super breath to clear away the smoke screen.

He-Man: There. Now where did he go?

Lion-O hides from He-Man behind a tree.

Lion-O *whisper*: Sword of Omens, come to me.

He-Man: I heard that.

(*Cues: He-Man and the Masters of the Universe Theme again*)

He-Man then runs up to the tree and obliterates it with a single punch.


The Sword of Omens then flies past He-Man and returns to Lion-O, who then proceeds to fire more lightning.

Lion-O: Ho!

He-Man once again deflects the blasts with his sword, then throws his sword towards Lion-O, who ducks it, and sees that it is about to return to He-Man.

(*Cues: Mumm-Ra The Ever Living - ThunderCats*)

Lion-O: Not so fast!

Lion-O uses the tractor beam to plunge the Power Sword into the ground, then uses his Claw Shield to fire his four ropes at He-Man, ensnaring him.

(*Cues: Imminent Danger - ThunderCats*)

Lion-O: Want to keep going? Looks like you're a bit "tied up" at the moment.

He-Man: *groans* Sorry, cat man, but you won't "string me along" that easily.

He-Man then breaks through the ropes by flexing his muscle.


(*Cues: ThunderCats - Mutants Battle*)

Lion-O fires more lightning at He-Man, who avoids all of the blasts.

He-Man: A whirlwind should blow him off course.

He-Man then runs around in a circle multiple times, creating a tornado that quickly moves towards Lion-O, who is sucked into it.

Lion-O: I... think... I've... got a... hair ball! (*groans*)

Lion-O is eventually thrown out of the tornado and then lunges towards He-Man, who runs towards his sword. Just after He-Man had retrieved the Power Sword, he is slashed by Lion-O, who then runs back towards him.

Lion-O: Behold the power of Thundera!

Lion-O then uses his sword to blast He-Man with a beam, which knocks him far back.

Lion-O: Now to finish you off! Wait... where did you go?

Lion-O looks back at the Eye of Thundera for the answer.

Lion-O: Sword of Omens, give me sight beyond sight.

(*Cues: ThunderCats - The Eye of Thundera*)

He is suddenly shown a faraway mountain.

Lion-O: Hmm... a mountain? Why show me this?

Suddenly, the mountain is shown to be lifted upward.

Lion-O: Wait a minute... that's... impossible!

(*Cues: Masters of the Universe - Orchestral Redux*)

Without warning, the entire mountain is flung up into the air towards Lion-O.


(*Cues: ThunderCats - Orchestral Theme Medley*)

Lion-O: By Thundera! Sword of Omens, give me power beyond power!

With this, Lion-O fires a beam from the Sword of Omens at the incoming mountain, causing it to disintegrate. Afterward, He-Man comes running towards Lion-O, then punches him.

(*Cues: He-Man and the Masters of the Universe Theme again*)


Lion-O is somewhat dazed by this punch as He-Man runs by and punches him again, also dazing him. He-Man then comes lunging with his sword, but Lion-O erects a shield around him, which He-Man breaks after a few swings of his sword, shattering the shield. Lion-O then makes the Sword of Omen's blade extend, stabbing He-Man.

(*Cues: He-Man Theme Instrumental*)

Lion-O: Time for the climactic finale!

He-Man then punches the Sword of Omens, which, in slow motion, shows the bending of the sword traveling towards the handle, completely shattering it and leaving the Eye of Thundera to fall onto the ground. Lion-O stands with his hand over his face, completely blown away by what has happened.

Lion-O: That's not possible!

He-Man then leaps down at Lion-O, greatly wounding him.

He-Man: Ha-ha! You are finished!

Lion-O: (*groans in pain*)

He-Man then notices the Eye of Thundera floating upward.

He-Man: That gem... it's looking at me...

(*Cues: Unknown Theme*)

Without warning, the Eye of Thundera fires a large beam of energy, which even He-Man can barely withstand, as he slowly moves towards the gem and then manages to grab it with both hands.

He-Man: Grayskull…! give me the strength of the castle's secrets!

And with that, He-Man shatters the Eye of Thundera, killing Lion-O. He then crouches down towards Lion-O.

He-Man: Well, looks like curiosity killed this cat.

Suddenly, Battle Cat finally falls back down as He-Man simply laughs.


He-Man then continues laughing while Battle Cat chews on Lion-O.


(*Cues: Masters of the Universe - Orchestral Redux*)

Boomstick: What a "crushing" defeat!

Wiz: While He-Man had little trouble overpowering Lion-O's physique, the Eye of Thundera is easily the most dangerous weapon He-Man has ever faced; more than capable of obliterating him, if given the chance.

Boomstick: Not only can the Power Sword deflect all Lion-O's main attacks, it's obvious He-Man is strong enough to break the Sword of Omens, just like how the super-strong and horribly named Tug Mug broke it in the ThunderCats show.

Wiz: A moon weighs approximately 70 quintillion metric tons. The highest official amount a human being has ever lifted without support is over 260 kilograms. Even after excluding the Korodite battle harness, He-Man is 10 quadrillion times stronger than the strongest man on Earth.

Boomstick: See, and you guys all thought you'd never see He-Man pound a pussy.

Wiz: The winner is He-Man.


He-Man: Remember kids, it is very important to always get your pets spayed and neutered... otherwise it may lead to unstable behavior and unauthorized breeding.

Battle Cat: Rawr, I miss my balls.


  • The connections between He-Man and Lion-O is that they are both 80's cartoon heroes meant to sell toys and wield magical swords that are an essential part of their character. They have also both fought Superman.
    • Both would eventually have a crossover made by DC Comics in 2016.
    • Both are also princes to noble bloodlines with ties to their respective power sources (The Secrets of Castle Grayskull and The Eye of Thundera).
  • This is the third Cartoons themed episode, after Teenage Mutant Ninja Turtles Battle Royale and Starscream VS Rainbow Dash, and with the next one being Danny Phantom VS American Dragon Jake Long.
  • This episode features a number of firsts:
  • By destroying the Eye of Thundera, (which is supposedly the source of life for all ThunderCats), technically speaking, He-Man had killed not only Lion-O, but also his entire race.
  • Lion-O normally wears the Claw Shield on his left hand and wields the Sword of Omens with his right. For some reason, this is reversed in the sprite animations for this battle.
Season 1 1 Boba Fett VS Samus Aran2 Akuma VS Shang Tsung3 Rogue VS Wonder Woman4 Goomba VS Koopa5 Haggar VS Zangief6 Teenage Mutant Ninja Turtles Battle Royale7 Zitz VS Leonardo8 Yoshi VS Riptor9 Felicia VS Taokaka10 Kratos VS Spawn11 Bomberman VS Dig Dug12 Vegeta VS Shadow13 Mario VS Sonic (2011)14 Justin Bieber VS Rebecca Black14.5 DEATH BATTLE! vs The World15 Luke Skywalker VS Harry Potter16 Chun-Li VS Mai Shiranui17 Starscream VS Rainbow Dash18 Master Chief VS Doomguy19 Eggman VS Wily20 Zelda VS Peach21 Thor VS Raiden22 Link VS Cloud23 Batman VS Spider-Man24 Pikachu VS Blanka25 Goku VS Superman
Season 2 26 He-Man VS Lion-O27 Shao Kahn VS M. Bison28 Ryu Hayabusa VS Strider Hiryu29 Ivy VS Orchid30 Fox McCloud VS Bucky O'Hare31 Terminator VS RoboCop32 Luigi VS Tails32.5 Vegeta VS Mewtwo?33 Pokémon Battle Royale34 Fulgore VS Sektor35 Godzilla VS Gamera36 Batman VS Captain America37 Tigerzord VS Gundam Epyon38 Ryu VS Scorpion39 Deadpool VS Deathstroke40 Kirby VS Majin Buu41 Ragna VS Sol Badguy42 Gaara VS Toph43 Boba Fett VS Samus Aran (Remastered)44 Chuck Norris VS Segata Sanshiro45 Guts VS Nightmare46 Iron Man VS Lex Luthor47 Beast VS Goliath48 Solid Snake VS Sam Fisher49 Darth Vader VS Doctor Doom50 Goku VS Superman 251 Donkey Kong VS Knuckles52 Wolverine VS Raiden53 Hercule Satan VS Dan Hibiki54 Yang VS Tifa55 Mega Man VS Astro Boy56 Green Arrow VS Hawkeye57 Pokémon VS Digimon
Season 3 58 Dante VS Bayonetta59 Bowser VS Ganon60 Ratchet & Clank VS Jak & Daxter61 Flash VS Quicksilver62 Joker VS Sweet Tooth63 Mewtwo VS Shadow64 Meta VS Carolina65 Cammy VS Sonya66 Tracer VS Scout67 Ken VS Terry68 Amy Rose VS Ramona Flowers69 Hulk VS Doomsday70 Zoro VS Erza71 Deadpool VS Pinkie Pie
Season 4 72 Lara Croft VS Nathan Drake73 Scrooge McDuck VS Shovel Knight74 Venom VS Bane75 Power Rangers VS Voltron76 Natsu VS Ace77 Sub-Zero VS Glacius78 Android 18 VS Captain Marvel79 Metal Sonic VS Zero80 Lucario VS Renamon81 Balrog VS TJ Combo82 Shredder VS Silver Samurai83 Smokey Bear VS McGruff the Crime Dog84 Thor VS Wonder Woman85 Naruto VS Ichigo86 Batman Beyond VS Spider-Man 209987 Sephiroth VS Vergil
Season 5 88 Black Panther VS Batman89 Raven VS Twilight Sparkle90 Jotaro VS Kenshiro91 Crash VS Spyro92 Sora VS Pit93 Leon Kennedy VS Frank West94 Doctor Strange VS Doctor Fate95 Ryu VS Jin96 Samurai Jack VS Afro Samurai97 Carnage VS Lucy98 Optimus Prime VS Gundam99 Nightwing VS Daredevil100 Mario VS Sonic (2018)101 Ultron VS Sigma102 Roshi VS Jiraiya103 Thanos VS Darkseid
Season 6 104 Aquaman VS Namor105 Mega Man Battle Royale106 Black Widow VS Widowmaker107 Captain Marvel VS Shazam108 Wario VS King Dedede109 Ben 10 VS Green Lantern110 Weiss VS Mitsuru111 Johnny Cage VS Captain Falcon112 Aang VS Edward Elric113 Ghost Rider VS Lobo114 Dragonzord VS Mechagodzilla115 Sasuke VS Hiei116 Ganondorf VS Dracula117 Mob VS Tatsumaki118 Deadpool VS Mask119 All Might VS Might Guy
Season 7 120 Miles Morales VS Static121 Black Canary VS Sindel122 Leonardo VS Red Ranger Jason123 Genos VS War Machine124 Gray VS Esdeath125 Goro VS Machamp126 Cable VS Booster Gold127 Obi-Wan Kenobi VS Kakashi128 Danny Phantom VS American Dragon Jake Long129 She-Ra VS Wonder Woman130 Beerus VS Sailor Galaxia131 Zuko VS Shoto Todoroki132 Flash VS Sonic132.5 The Seven Battle Royale133 Winter Soldier VS Red Hood134 Venom VS Crona135 Sabrewulf VS Jon Talbain136 Red VS Blue137 Batgirl VS Spider-Gwen138 Sanji VS Rock Lee139 Hulk VS Broly
Season 8 140 Yoda VS King Mickey141 Shadow VS Ryuko142 Lex Luthor VS Doctor Doom143 Heihachi VS Geese* • ??? Mikasa Ackerman VS ???* • ??? Steven Universe VS ???* • ??? Cloud Strife VS ???*
*Currently unreleased
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