Wiki Grayskull
Wiki Grayskull

Out of the Cocoon is the 68th episode of She-Ra: Princess of Power.


Glimmer grows increasingly frustrated with the caterpillars that plague her beautiful flower garden, but Adora urges her to have patience, and they will soon transform into something much different. A group of villagers from the lowlands of Sand Valley arrive at the rebel camp and ask for rebel aid in getting food to their people. The evil Baron Condore is raiding their villages and stealing their food. Adora transforms into She-Ra, and together with Swift Wind, they lift the carts of food and travel to Sand Valley. When Baron Condore receives word that She-Ra approaches with food, he plans to trick her into leaving the food at the castle.

His guards disguise themselves as destitute and hungry, and signal her. She-Ra insists on staying and helping to distribute the food, so that everyone may sate their hunger. She also suspects that these well-fed people are trying to trick her, and seeing his plan endangered, Baron Condore unleashes his Sun Ray on She-Ra, which holds her in stasis. She is taken to the dungeons as the Sun Ray continues to trap her. A young woman named Small One is mopping the floors outside the cell, and she tells She-Ra that the Baron plans to conquer neighboring regions and steal their food. Small One uses her mop to interfere with the Sun Ray, which permits She-Ra to escape, but in her efforts, Small One is stunned and injured. She-Ra breaks through the prison walls and carries her aloft on Swift Wind back to the Crystal Castle, hoping that Light Hope might be able to heal her.

Light Hope tells She-Ra that Small One's path in life is about to undergo a metamorphosis, and as an energy cocoon surrounds her, she emerges from it soon after as Flutterina, newest member of the Great Rebellion. Baron Condore begins his assault on his neighbors in Sand Valley, as Bow and Prince Norb use a trap door to stop the Baron's tanks. As the air assault begins, She-Ra and Flutterina arrive to defeat the air fighters. Baron Condore uses the Sun Ray again, creating a hole in the castle wall. Reasoning that the Sun Ray draws its energy from the sun, Flutterina proposes that they block the sun with the clouds, and together with Swift Wind, they flap their wings to block the sun, negating the Sun Ray long enough for She-Ra to destroy it. She-Ra decides to end the petty clashes by irrigating Sand Valley so that all of the people can share in the crops. She digs a ditch and brings the nearby river into Sand Valley, where it can be used to grow crops to support all its residents. Baron Condore and Prince Norb decide to work together and live and peace. Back at the Whispering Woods, Glimmer has discovered that the caterpillars have transformed into beautiful butterflies, just as Flutterina has undergone a beautiful transformation from Small One to member of the Great Rebellion.


Loo-Kee: "It's Loo-Kee again! Did you find my hiding place today? If not, try again. Look! See me now? Here I am! In today's show, the caterpillars in Glimmer's garden turned into beautiful butterflies. You know, there's an important lesson about people here. Especially people who are physically disabled. They may look or act different than you, but inside, they are just as special and beautiful as you are! Bye now!"

Great Rebellion

Heroic Warriors







Behind the Scenes

  • Script was approved July 23, 1985 and final script revision took place September 26 1985.
  • This was the first script to be written for the second season.
  • The character model for Baron Condore was designed by character artist Kevin Frank.
  • The moral was approved by the Mayor's Office for the Physically Diabled before being broadcast.
  • This installment was released on VHS in the UK along with the episodes One to Count On and Return of the General.


  • The animation of Bow thumping his fist while cheering on Swift Wind was previously seen in She-Ra Unchained when he offered to aid Prince Adam in his mission to the Fright Zone.
  • The shot looking up at the Crystal Castle was first seem in The Stone in the Sword.

External Links

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