Red Sonja refuses to kill children until she realizes they are demonspawn. Sonja and her companions fight through and make their way up the tower of the Celestial One. Meanwhile Fa, his troops and the remaing Zedda break through the main gates and the city of Gathia burns.
Sonja's companion, Borg, dies saving her and Osin from a demon-snake, making the Celestial One decide he must kill them himself.