Solar travels to Saturn, where he first fought the Spider Aliens and the X-O Manowar armor. Arriving, he finds a seed and returns it to Aric. Now with the seed, Aric needs to find a sentient being willing to sacrifice themself for the armor to grow. Paul Bouvier, with his legs amputated and slowly dying of the Spider Alien's poison, volunteers his body to host the new X-O armor. With Paul's death, a new X-O Manowar is created, Pol-Bekhara!