2x11 - Mighty Max

Against Virgil's warning, Max uses the cap to travel to the astral plane where he encounters a large deformed eagle and its master, an evil giant skull named Talon that devours souls. Talon steals the cap and uses it to escape into Max's dimension, leaving the Mighty One trapped there. Talon ever hungry, views the human population as an all you can eat buffet as he begins feeding off their souls. Max struggles to find a way out of the astral plane so that he can stop Talon's feeding frenzy.