When the three suns of Prysmos align, all technology on the planet stops working. Two main groups are formed: the kingdom of New Valarak under Leoric, and the domain of Darkstorm. The two sides begin looking for something to give them the edge. The wizard Merklynn appears to both sides, and tells them that the Age of Magic has begun again. Those who can successfully reach his shrine will be rewarded with magic powers. Leoric, Darkstorm, and many others attend to his quest, but only 14 manage are successful. Merklynn gives them what was promised.
The battle between the Spectral Knights and Darkling Lords leaves each group without magical powers. They go to Merklynn to recharge their staffs, but Merklynn wants them to get the Dragon's Eye for him first.
Reekon and Mortdred come across the lost city of Khemir where all labor was done by robot slaves. Now that the Age of Technology is over there are no robot slaves left to do their bidding. Darkstorm promises new human slaves to the Khemirites if they swear loyalty to him. So, the Darkling Lords and the Khemirites set up a trap on New Valerik, and capture the Spectral Knights to make them slaves.
Darkstorm contacts a witch who grants him a magic potion that will trap Leoric in his lion form. Leoric is turned into a ferocious red lion. Then, Darkstorm convinces some local villagers that Leoric is an evil beast, and they decide to slay him.
Darkstorm formulates a plan to get rid of Merklynn and steal his magic. It all turns out as planned and Darkstorm becomes an all-powerful sorcerer. However, he accidentally unleashes the Apocalypse, so they must go back to Merklynn as their last hope of saving the world.
While on a quest for Merklynn, Leoric confesses that he fears Darkstorm's magic power of decay the most. As Darkstorm learns about this the Darkling Lords spring a trap on the Spectral Knights. Darkstorm unleashes his power of decay, and turns Leoric into an old man. Their only hope lie on the Eternal Spring, the only way to reverse the power of decay.
A plague falls over all Visionaries. So, Merklynn sends out the two Spectral Knights - Arzon and Witterquick - and the two Darkling Lords - Cindarr and Lexor - that are still standing to get the ingredients required to make the cure. Cindarr and Lexor embark to slay a unicorn for its horn, and Arzon and Wiiterquick set out to find a dragon's claw
After a battle with the Darkling Lords, Cryotek is left accidentally with both his bear totem and Cravex's phylot totem. The dark magic of Cravex's totem makes Cryotek acting evil and causing mischief. The Spectral Knights and Darkling Lords must then form an alliance to save Cryotek and bring things back to normal.
Merklynn gives the Crystal of Detection to the Spectral Knights, which works as an alarm warning them of the approach of any foe. Ectar is troubled about this reliance on magic to protect the city and his suspicions are confirmed when Reekon steals the Crystal. Now, the roles of detective and thief reverse, as Ectar decides to steal the Crystal back.
In a battle, the Spectral Knights and Darkling Lords uncover the tomb of the Sun Imps. Merklynn orders them to bury the tomb, but it is accidentally opened and the Sun Imps are set loose, and soon cause havoc in both New Valerik and Darkstorm. It's now up to the Spectral Knights and Darkling Lords to re-capture the Sun Imps together.