The planet Prysmos suffers a collapse of its high-tech civilization due to a solar re-alignment. Two groups rise to dominance from the devastation to wage war upon each other. One is controlled by honest and law-abiding people and the other by criminals and villains. Following an open challenge thrown down by the great wizard Merklynn, fourteen surviving knights are granted powers of transformation and magical energy. The groups are now divided between the good Spectral Knights and the evil Darkling Lords. The battle for supremacy begins...
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.
Merklynn sends the Spectral Knights to capture the three wizards that escaped from the Wizard's Jail. They must do it before they can find the Lost Shrine.
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.
