I was at SDCC and I spent a lot of time at the Mattel Booth looking at the Masters of the Universe Classics line and I saw the Panel for Mattypalooza and got inspired to make my own Lion-O after seeing their version. I wanted to go low on paint, so I took Count Marzo body,boots and sword, Strobo arms and legs, wwe mattel right hand, fodder left hand, belt piece, cod piece and shoulder trim, original sculpt for the head from a He-Man head and finished up with citadel paints on the chest and boots.