As the heroes seek Sporr, Relstor tells the Asgardians the history of Levianon. They finally come across one of Sporr's tentacles, only to have it collapse the hallway again. Back in Asgard, Balder and Karnilla look upon a mysterious army that has appeared on the outskirts of Asgard. Back on Levianon, Thor holds up the ceiling to save everyone. They then manage to track down the monstrous Sporr. The Asgardians battle against it, but it takes Thor to bring it down. But before he can stop them, the men of Levianon kill Sporr while it is knocked out. They enter the door that Sporr was trying so hard to protect, only to find all the missing people, alive and well. It turns out that Sporr meant no one any harm. he had been taking the sick and old so he could care for them. Elsewhere, a pirate ship soars the stars with it's captain - the Grey Gargoyle.

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