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Kamandi, Pyra and Dr. Canus watch over the cocooned body of Spirit when dozens of animal men fearfully rush out of the woods. One of the Tiger-Men tells them that the Vortex Beast is right behind them and it eats energy and will be attracted by Pyra's ship. They try to get Spirit onto the ship and take off before it's too late but the Vortex Beast appears and drains the ship before it can escape. Kamandi grabs an energy rifle and tries to lure the beast away from the ship. It gets the rifle and causes it to explode drinking the energy then captures Kamandi. Meanwhile Bloodstalker has tracked Kamandi to the cocoon creature's lair and encounters the Tiger-Man whom Kamandi spoke to earlier. Realizing who it was, and remembering there's a reward for his capture, the Tiger-Man prepares to go back and catch him but Bloodstalker takes him down and interrogates him. Kamandi hits the Vortex Beast and the creature lets him go. Dr. Canus reveals that the creature is simply drowsy after consuming a large meal. Spirit awakens from the cocoon transformed with the racial memories of the Caterpillar people and their ability to spin cocoon fibers. The Beast awakens and attacks the ship again draining it's remaining power. Pyra turns to energy hoping to lure the creature away but the Beast absorbs her. Pyra manages to temporarily take control, long enough for Kamandi to realize that the cocoon Spirit was encased in was energy resistent. Spirit spins a cocoon around the Beast. Attempting to free itself, the Beast releases all its energy and dissipates. Pyra reassembles her human form and the four adventurers prepare to leave when Bloodstalker arrives to stop them.

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