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Xanatos and the Gargoyles research a way to break the spell while Demona remembers more of her past, a misunderstanding leading to her betrayal of a king and the creation of the Hunters.
Demona plots with Xanatos to steal one minute of life from everyone in the city, an excuse for how she's lived for over 1000 years. The Weird Sisters appear and watch as the spell Demona casts instead turns the humans to stone during the night, allowing Demona to easily dispatch them as she remembers her history, growing old in fear of humans until offered safe haven in a new castle.
Aged considerably in the past, Demona meets MacBeth and the two make a pact, conjured by a trio of witches to bind their lives together, giving MacBeth's youth to Demona, while also preventing the two from aging any farther. The only way to break the spell is for one of them to kill the other; which would be hard as they feel each other's pain when close to one another. Meanwhile, in the present, Goliath is approached by the Weird Sisters offering their help, as a new Hunter tries to kill Demona.