In the Norn cavern, Karnilla tells Balder that she will save Sif, if he will serve her. Balder refuses. Suddenly, Ulik arrives, threatening to kill them all.
As the Destroyer overpowers Thor on Earth, Odin's advisor replaces the Crystal of Eternal View in Asgard. Seeing Thor's plight in the new crystal, Odin restores his son's powers. Reinvigorated, Thor fells the Destroyer. With Sif unable to stop it, the Destroyer opens its visor and unleashes its disintegrator.
In Karnilla's cavern, Ulik announces his takeover of the Norn Kingdom. With Ulik strengthened by troll wizards, Karnilla's magic has no effect on him. Balder offers to battle Ulik, in return for his and Sif's freedom. Karnilla agrees.
On Earth, Thor evades the disintegrator but the Destroyer corners him in a blind alley.
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