Julie wakes up on the desert planet called Oroboris, and meets a mysterious cloaked sage named Odin and his assistant, Zeek, a rock-like creature, both of whom are guardians of the ancient fountain. Elsewhere, Tyler's ship has been destroyed and most of his crew and abductees are dead. Tyler orders Dr. Schechter to extract Kerrie's fluids. He explores the planet and finds a race of reptilian beings, which he conquers by defeating their champion and then their leader in a death match. Julie enters the reptilian city in disguise as a woman that the reptiles found for Tyler. That night, she seduces Tyler, but when she tries to kill him, Zeek captures her and takes her back to Odin. Julie infiltrates Tyler's ship where she discovers Kerrie is still alive. She takes out Dr. Schechter, frees Kerrie, and escapes as the complex explodes. As a result, Tyler vows to make Julie immortal so he can "screw her and kill her every hour of every day for all eternity. " With only three vials of serum, he orders his troops to storm the citadel where the immortality fountain is located.