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...
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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.
