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The planet Prysmos orbits a triple star in another galaxy. When, 7000 years into a era of advanced technology, the Suns go into alignment every machine on Prysmos fails inexplicably and society is soon reduced to quasi-medieval conditions.
Some time later, the megalomaniac knight Darkstorm and his army try to conquer the city of New Valarak but meet with resistance in the form of the city's governor, Leoric and his aides, Ectar and Feryl. It is at this time that the wizard Merklynn emerges from his Shrine on Iron Mountain to tell the knights of Prysmos that it is now the Age of Magic and he will grant magical powers to anyone who can conquer Iron Mountain. Darkstorm is initially sceptical of this and only agrees to join the quest after his lackey, Mortdredd, tells him Leoric, Ectar and Feryl will be going.
During the quest, the knights face many obstacles, most of which were put there to test how they handle themselves in a crisis. But Darkstorm, Mortdredd and Darkstorm's other stooge, Reekon, are also doing their best to thwart their rivals - at one point, Darkstorm has Mortdredd lead Leoric and his party off course and Reekon wakes a giant statue as the three knights from New Valarak try to sneak past. Luckily, Leoric reasons that the statue won't know how to counter-attack and is able to chase it away.
In the end, fourteen knights - including Leoric, Darkstorm and their respective aides - reach Merklynn's Shrine; of the remaining eight, half have already joined forces with Darkstorm and are known as the Darkling Lords. Merklynn gives each of them the ability to transform into the animals that most represent their skills and personalities, before infusing the staffs that eight of them carry with magic. The others also have great powers but will have to find out for themselves what they are.
Outside, Darkstorm tricks Leoric into agreeing to a non-existent peace treaty. The episode ends with one of Leoric's allies, Arzon, rescuing a young woman from a canyon, only to learn that she is a Darkling Lord named Virulina. The end credits roll just as she rips off her disguise and lunges at Arzon.
Picking up from where "The Age Of Magic Begins" left off, we see the Darkling Lords overpower Arzon and take him captive. Later, Reekon and Mortdredd discover that they can now activate previously defunct vehicles and the Darkling Lords acquire two craft, the Sky-Claw and the Dagger Assault. Aided by their new vehicles, they quickly add two more of Leoric's followers - Witterquick and Cryotek - to the list of captives.
But Cryotek is not alone when they catch up with him - he is talking to Galadria, the only female apart from Virulina to have reached Merklynn's Shrine, and she manages to escape. Arriving in New Valarak, she tells Leoric, Ectar and Feryl what has happened and Leoric calls on his Power of Wisdom. Told only that they must "become one with the Circle of Light", he orders that the city must be kept under guard in preparation for the Darkling Lords' attack.
Shortly afterwards, New Valarak does come under attack. Only the Darkling Lords are involved - contrary to the army Leoric was expecting - but Cindarr's Beast of Destruction proves too much for the city's guards to handle. As a result, New Valarak is left virtually undefended and Feryl is the fourth of Leoric's followers to be taken captive after he tries to take on the Darkling Lords single-handed. Leoric, Ectar and Galadria try to rescue him, but Cravex uses his Power of Fear to overcome the latter.
Realising defeat is imminent, Leoric throws his Power Staff to Ectar and tells him to take it to safety. But Ectar is soon captured himself and taken to Castle Darkstorm with his three friends. There, Darkstorm tries to force his prisoners to swear loyalty to him, but, even when Feryl speaks out and ends up losing his Totem in the Magical Dungeon, he is unable to cow them.
After throwing the prisoners into the dungeon alongside the three he has already captured, Darkstorm goes to address a crowd. He informs them that everything they own is now his and uses his Power of Decay to rapidly age a man who tries to fight back. Before he will reverse the spell, he orders the people to acknowledge him as their ruler.
Back in the dungeon, Leoric realises he and his followers must become a team and unites them as the Spectral Knights. But Lexor - who is in a bad mood following a baiting from Ectar - overhears and floods their cell.
The Darkling Lords start fighting among themselves when Darkstorm informs Reekon that he (Darkstorm) will be claiming all the spoils of their conquest of Leoric's followers. Lexor then remarks on how unfair it is that the others should get nothing for their troubles, but Darkstorm overhears and Lexor hurriedly makes up an excuse. Unfortunately, he provokes Cravex into lashing out at the others.
In the flooded dungeon, the Spectral Knights are struggling to stay afloat when Arzon spots a ventilation shaft in the ceiling. Assuming his Eagle form, he escapes through it with Leoric and the pair rescue their companions. Later, once Feryl has had his Totem restored and the others have retrieved their confiscated weapons, they go to confront the Darkling Lords.
Finding that all the Power Staffs have been used, the Darkling Lords try to escape in their vehicles. However, Leoric reasons that Ectar and Feryl can also activate vehicles and the Spectral Knights commandeer two craft - the Lancer Cycle and the Capture Chariot - which they use to defeat their enemies.
Shortly afterwards, Leoric learns that a nearby village has been having trouble with its harvest. The next day, six of the Spectral Knights go to Iron Mountain to ask Merklynn for help while Ectar stays in New Valarak to guard the Darkling Lords. But they use a magic key given to them by Merklynn to teleport out of the factory where they have been put to work. Ectar, discovering that they are missing, hurries to Iron Mountain and just manages to warn his friends.
But the Spectral Knights fail to stop their enemies from regaining their Power Staffs and Merklynn later makes it clear that he will only give the Visionaries more magic if they bring him the Dragon's Eye. This involves them going to an abandoned industrial complex, where they see a wizard named Falkama holding the Dragon's Eye in his hand and piloting a techno-dragon. Falkama then has the techno-dragon attack the Visionaries and it takes Cravex's Spider of Fear (Merklynn gave the knights a free recharge on this occasion) to save them.
Falkama tries to escape, but Witterquick corners him and orders him to hand over the Dragon's Eye - Witterquick is also the one who eventually catches it. But the Darkling Lords do not leave empty-handed as they capture Falkama and plan to use him in the future. The episode ends with the revelation that Merklynn has given the Spectral Knights a supply of magical fast-growing seeds to help the stricken village.
Reekon and Mortdredd are returning to Castle Darkstorm after a patrol when Belizar, a young man from the city of Khemir, approaches them and asks for help. The Khemirites used to depend on robots to do all the work in the city and are refusing to adapt to the changed conditions on Prysmos.
Later, once Mortdredd has brought the other Darkling Lords to Khemir and Arzon and Feryl - who had trailed their enemies to the city - have been vanquished, Darkstorm tells the Khemirites that he can help them. His plan involves having them go to New Valarak and seek sanctuary among the Spectral Knights. But, that night, the Khemirites steal the Spectral Knights' Power Staffs and admit the Darkling Lords into New Valarak.
Galadria is woken by the clang of a dropped Staff and rouses the others. In the ensuing battle, Leoric manages to retrieve his Power Staff and summon the Owl of Wisdom, which just manages to advise him that "comfort and wealth matter little when one is not free" before Darkstorm knocks Leoric out from behind. Forced to admit defeat, the Spectral Knights lose their Totems in the Magical Dungeon and become servants to the Khemirites.
When Arzon and Feryl finally return to New Valarak, Leoric tries to warn them away, but Feryl is quickly captured and thrown into a cell with Leoric. There, Darkstorm announces that, unless Arzon turns himself in, all the Spectral Knights will be forced to mine vanadium. When Arzon does surrender, a Khemirite woman named Mana realises the enormity of what her people have done - freedom at the expense of others is not true freedom - and sets about freeing the Spectral Knights.
Mana persuades Belizar that the Spectral Knights should be their allies and he helps them regain their Totems. They then burst in on a tournament the Darkling Lords are holding to determine which of them can claim the Spectral Knights' Power Staffs and a battle breaks out. Amid the fray, Cravex tries to use the Spider of Fear on Leoric, but a Khemirite man named Orzan shields him and has visions of his people's robots turning on him.
Once the Darkling Lords have been driven back, Orzan, Belizar and Mana realise they and their people have been slaves to machines and must learn to adapt to the changes the Age of Magic has brought.
This episode opens with a bunch of pirates raiding a village when Leoric and Feryl appear on the scene in the Capture Chariot. Unfortunately, Feryl mistimes his attack on the crew and, having only avoided capture thanks to Leoric, loses faith in himself and leaves New Valarak. "It's better that I leave the Spectral Knights than endanger them," he tells Galadria and Arzon.
But Darkstorm soon finds out what has happened and tries to enlist Feryl in the Darkling Lords. Having failed to do so (since Feryl vows to remain loyal to Leoric no matter what) he then has Cravex use the Spider of Fear on Leoric in order to lure the Spectral Knight into a trap. This, needless to say, involves making Leoric think Feryl's life is in danger - the Darkling Lords even have Virulina dress up in a replica of Feryl's armour.
To cut a long story short, Leoric is soon overpowered and winds up losing his Totem in the Magical Dungeon. As the Darkling Lords head back to Castle Darkstorm, intent on planning a raid on New Valarak, their path crosses Feryl's. The latter overhears Virulina and Darkstorm discussing how easy it was to lure Leoric into their clutches and blames himself for Leoric's capture.
Back at Castle Darkstorm, Feryl sneaks in via the drains and frees Leoric from Darkstorm's pulley-web, battling Mortdredd (whom the other Darkling Lords later find tangled in the pulley-web) in the process. The two Spectral Knights go to the Magical Dungeon to restore Leoric's Totem, but, before he has regained his full power, Virulina spots them and Feryl has to stall the Darkling Lords. This involves him taunting his enemies and provoking Lexor into telling Cindarr to summon the Beast of Destruction . . .
In any case, Leoric and Feryl manage to evade their enemies by using the Dagger Assault as a battering ram to knock down the drawbridge (NOTE: since the Dagger Assault isn't Feryl's usual vehicle, this seems to suggest that he can activate all the Visionaries' craft, at least temporarily). Darkstorm and Mortdredd then give chase in the Sky-Claw, but Leoric and Feryl board the Capture Chariot (which Feryl hid in some bushes) and shoot them down.
Later, Leoric tells Feryl that it was his ability to activate vehicles that enabled them to escape and persuades him to rejoin the Spectral Knights.
Darkstorm and Mortdredd visit an enchantress named Hesquidor, hoping she can help bring about Leoric's downfall. Having been given a potion that will trap any Spectral Knight in animal form, the Darkling Lords camouflage the Dagger Assault to make it look like a monster and recklessly drive it through a village near New Valarak.
Unsure how to handle the "creature of magic", the villagers go to New Valarak to ask Leoric to help them. Leoric soon realises he has been tricked, but the Darkling Lords surround him before he can escape and he has no choice but to use his Totem. Stuck in his Lion form, he flees just as the villagers appear on the scene.
Learning that Leoric has, supposedly, been killed, a young woman named Fletchen breaks the news to the other Spectral Knights who vow to hunt the monster down. Later, however, Leoric gets her alone and scratches his name on a stone pillar, convincing her that he is alive and was merely enchanted. But the other villagers - including Fletchen's father, Gleering - think Leoric is the monster and, spurred on by Darkstorm, refuse to listen to Fletchen's pleas.
Leoric falls into one of the traps his fellow Spectral Knights have laid and they are about to kill him when Fletchen appears to stop them. Arzon summons the Bearer of Knowledge, who says they have until all the Three Suns set to break the spell. Witterquick goes to confront Hesquidore - who is at first reluctant to hand him the antidote - while the others stay to guard Leoric.
Just as the last Sun is setting, the villagers surround the Spectral Knights, having been convinced by Darkstorm that they are evil wizards. Fortunately, Witterquick arrives just in time to restore Leoric to his human form and Leoric informs the villagers that the monster was a hoax.
Later, having forced the Darkling Lords to retreat, the Spectral Knights return to help rebuild the village. Gleering and Fletchen, meanwhile, have overcome their fear of magic.
Darkstorm is fed up with having to answer to Merklynn and decides to use Falkama to depose him. Falkama leads the Darkling Lords to a building containing an ancient spellbook called the Omnipitocron. Following an unsuccessful attempt by Mortdredd to retrieve the book, Reekon succeeds by distracting the dragon which guards it but is still attacked on his way out.
Later, Witterquick interupts a meeting - at which a woman has objected to the proposed building of a barracks - to tell his fellow Spectral Knights that the Darkling Lords are advancing on New Valarak. Unaware that the "attack" is part of Darkstorm's plot to lure Merklynn from Iron Mountain, the Spectral Knights capture their enemies and send them back to the factory.
When Merklynn comes to free the Darkling Lords, Darkstorm promptly shows him a sprig of Wizard's Bane, a plant that can render wizards powerless. He then does the same thing to Falkama and, having sent both wizards to the Wizards' Jail, teleports out of the factory. The Spectral Knights try to stop the other Darkling Lords from following, but Darkstorm paralyses them all.
Later, Darkstorm uses the magic from the Omnipitocron to humiliate Virulina, Reekon and Lexor - who have all spoken out against him - before paralysing them and showing his remaining followers how he plans to reward their loyalty. But he quickly becomes overconfident and ignores Mortdredd's warning not to summon the Sacred Secret Spell, an incantation never before uttered. This triggers a series of violent cataclysms which will destroy Prysmos unless the Darkling Lords can reach the Wizards' Jail and rescue Merklynn.
Just as they enter the Wizards' Jail, a tidal wave engulfs them and Darkstorm almost drowns. Lexor persuades the gloating Virulina - the paralysis spell on the three rebel Darkling Lords wore off - that they need Darkstorm alive and she uses her Shark Totem to save him. Inside, Merklynn tells Darkstorm that the Sacred Secret Spell is simply a fail-safe, designed to make sure mortals couldn't tamper with magic. He also warns the Darkling Lord to expect no further help from him.
At the end of the episode, everything is restored to how it was before Darkstorm stole Merklynn's magic, with one difference - several of the Wizards' Jail's inmates have escaped.
While on an errand for Merklynn, the Spectral Knights start discussing the Darkling Lords and their Power Staffs. It emerges that some of them, including Leoric, are afraid of being rapidly aged by Darkstorm's Power of Decay. But Merklynn refuses to give them anything to counter its effects because such magic is "beyond their abilities to handle".
Arzon consults the Bearer of Knowledge who tells the Spectral Knights that water from the Eternal Spring on Shadow Mountain can help them. Ignoring Merklynn's warning, they head there, but the Darkling Lords tail them and a battle breaks out. Amid the fray, Darkstorm unleashes his Power of Decay against Leoric, causing him to age several decades.
Believing only the Eternal Spring can help Leoric, the Spectral Knights decide to continue their quest. But the Darkling Lords are determined to stop them and Darkstorm has Cravex unleash the Spider of Fear against a Giant Scorpion to make her think the Spectral Knights are enemies. As his followers battle the Scorpion, Leoric attracts her attention, but, in his weakened state, he is soon knocked over the edge of the mountain. Arzon manages to rescue his leader but not before being knocked flying himself. While the Spectral Knights are busy dealing with the Scorpion, the Darkling Lords head for the Eternal Spring where Darkstorm has Cindarr use the Beast of Destruction.
Later, the Spectral Knights reach the Spring just as it dries up, leaving several of them - including Leoric - close to despair. Leoric is about to give up the leadership of the Spectral Knights, but the others persuade him not to. Just then, Arzon spots something in the distance and Witterquick goes to investigate. He finds a living Rainbow Flower, suggesting that there may still be some Spring water in a nearby cave.
While five of the Spectral Knights go to take a look, Leoric and Feryl wait outside. There, the pair are attacked by Cravex - who has come to gloat - and end up falling over the edge of the mountain. They survive the fall by catching hold of a ledge, but Cravex believes they have been killed and tells the other Spectral Knights so when the Darkling Lords capture all of them except Ectar.
Just as Darkstorm is about to start removing the Spectral Knights' Totems, Feryl jumps at him and pushes him into the Magical Dungeon. "Use your Power Staff to restore Leoric to his normal age - or I'll use your own Magical Dungeon to destroy your Totem power!" he warns the Darkling Lords' leader. Darkstorm reluctantly agrees and Ectar, returning with a carrier filled with Spring water, finds Leoric restored to normal.
The Spectral Knights decide to give the water to Merklynn to make him young again, but Merklynn refuses to accept it because, as Leoric now understands, there is more to old age than being weak and feeble.
When Fletchen arrives in New Valarak for a visit, Cryotek jokes about Leoric's "conquest" of her until Galadria tells him to stop. Suddenly, Cryotek collapses and, after he fails to respond the treatment Fletchen administers, Leoric realises they need Merklynn's help and tries to send Ectar and Feryl to Iron Mountain.
But neither Ectar nor Feryl can get their respective vehicles started and Feryl, overcome by dizziness, falls out of the Capture Chariot's cockpit. Later, with Galadria having also fallen victim to the unknown illness, Leoric meets Ectar and Feryl in the corridor and, on learning that his two friends couldn't operate their vehicles, attempts to summon the Owl of Wisdom. But it fails to emerge and Leoric is about to try again when Fletchen arrives to reveal that the illness only seems to be affecting magic users.
When Witterquick and Arzon return from a hunting trip, Leoric tells them what has happened and sends them to Iron Mountain. There, they find Lexor and Cindarr confronting Merklynn about a similar crisis among the Darkling Lords.
Merklynn explains that the illness is a Magical Plague and will wipe the Visionaries out unless he has a unicorn's horn and a dragon's claw to use in a healing spell. While Witterquick and Arzon go in search of a dragon named Greskamon, Lexor and Cindarr head for a small island populated by a herd of unicorns. But the Wood Nymphs who guard the unicorns think Lexor and Cindarr are there "for cruel and evil purposes" and set about trying to thwart them.
That evening, Merklynn contacts New Valarak and learns that the situation among the Spectral Knights still there has worsened, with only Leoric still well enough to get up. Meanwhile, Arzon has just trapped Greskamon in a narrow gap when he collapses in front of Witterquick. He tries to summon the Bearer of Knowledge to ask how to extract Greskamon's claw, but the Bearer of Knowledge fails to emerge and it becomes clear that Arzon has the Plague.
To further complicate matters, another dragon appears and, once Witterquick has pulled Arzon to safety, the two Spectral Knights go to watch the battling dragons. Eventually, they crash to the ground, but the other dragon lands miles away and Greskamon is still alive. Arzon goes to his aid since he does not feel able to take a life even if doing so will save his own and those of his fellows.
Back on the island, Cindarr rescues a unicorn foal and tells the Wood Nymphs' leader why he and Lexor are on the island - realising her mistake, the Wood Nymphs' leader gives him her unicorn-horn flute. Greskamon, meanwhile, repays Arzon by taking him and Witterquick to where a claw was torn from his opponent and became lodged in the rocks.
Later, the four Visionaries meet up at Iron Mountain and Merklynn casts the spell that will revive the Plague's victims. The episode ends with Witterquick and Arzon telling their fellows about the quest and how they let Lexor and Cindarr go because "they fulfilled their part of the bargain".
Merklynn tells the Spectral Knights that Falkama and two other wizards - Bogavus and Wheezasquezar - have escaped from the Wizards' Jail and must be rounded up before they reach the Lost Shrine. But, in answer to a question from Feryl, he says he does not know its exact location.
However, Merklynn does say the Lost Shrine may be in the lawless Anarchy Zone and the Spectral Knights head there to investigate. Ectar interogates a scheming dwarf by holding him upside down until he admits that he knows the whereabouts of all three wizards. The Spectral Knights then divide into teams and go to apprehend the wizards - Cryotek and Arzon capture Wheezasquezar in the town of Deadbark, while Ectar and Witterquick trail Bogavus to an abbey and Leoric, Galadria and Feryl deal with Falkama.
But, when they meet up to return to Iron Mountain, the Spectral Knights find that someone has tampered with their vehicles. Who that someone is becomes clear when the Darkling Lords ambush their enemies, forcing them to release one of the wizards as a diversion. Since the Darkling Lords don't have a use for Falkama and Bogavus has somehow endeared himself to his captors, Leoric decides that Wheezasquezar should be the one who is freed.
At Iron Mountain, Merklynn sends Falkama to the Wizards' Jail and Bogavus denies having any true magical knowledge, forcing Merklynn to test his honesty. Having apparently established, Bogavus' innocence, the Spectral Knights return to the Anarchy Zone to recapture Wheezasquezar. He, meanwhile, has joined forces with the Darkling Lords and is leading them to the Lost Shrine.
The Spectral Knights finally learn where the Lost Shrine is when a strange blob swallows them alive and Leoric demands to know the Shrine's location before it will release them. They arrive to find the Darkling Lords fighting a losing battle with the Shrine's magical guards and are soon under attack themselves. Any Visionary who shapeshifts in the Lost Shrine is instantly captured, but Leoric calls on the Owl of Wisdom which warns him not to do what he normally would in such a situation. He is about to assume his Lion form when he realises that is what the Owl meant.
Escaping, Leoric catches up with Wheezasquezar in the Shrine's inner sanctum and knocks the orb that gives the Lost Shrine its magic out of the wizard's hands. Later, Wheezasquezar is sentenced to spend eternity in the Wizards' Jail. At the same time, Merklynn and the Spectral Knights express concern that Bogavus may somehow have duped Merklynn - if so, he could be, in Merklynn's words, "a dangerous wizard".
The final scene seems to confirm their fears - it shows Bogavus seated on a throne and smirking evilly.
Merklynn gives the Spectral Knights a Crystal of Detection, which will warn them if an enemy enters New Valarak. The Crystal soon activates and Leoric sends Ectar and Arzon to investigate - the pair find a jewel thief trying to sneak into New Valarak wearing a disguise.
While Ectar and Arzon are dealing with the thief, the Crystal warns the other Spectral Knights of an impending invasion by the Darkling Lords, who are unaware of the Crystal's existence and think they have taken their enemies by surprise. However, they find the Spectral Knights lying in wait and are quickly forced to retreat. At a meeting a short time later, some citizens of New Valarak propose that the city's military budget - which they claim is no longer essential - should be redirected to fund the building of a botanical garden.
Ectar tells them that, during the Age of Technology, Reekon invented a top-of-the-range security system, only to exploit his knowledge to rob a bank which had had the system installed. "The point of the story," Ectar explains, "is that you can never rely on a security system. You must have security people." However, this fails to dissuade the committee.
Meanwhile, the Darkling Lords are determined to thwart the Crystal and trek into the jungle, where they are attacked by giant flesh-eating plants. Darkstorm manages to decay most of the plants, but the power runs out just as the Demon of Decay flies towards their leader. The plant then directs the Darkling Lords to a pile of garments "rescued" from travellers and shows them the Cloak of Concealment, the only thing which will allow them to avoid the Crystal.
Reekon wears the Cloak to slip into New Valarak and steal the Crystal. As he leaves, he encounters Ectar and the latter promptly gives chase only for Reekon to evade him. Later Cryotek angrily confronts the Botanical Committee, blaming them for what has happened and Ectar - who tore the Cloak during the chase - has a man from the Committee identify the pollen on the scrap of fabric. The pollen turns out to be from a Meateus Trompete, a rare flesh-eating jungle plant.
Later, having been unable to obtain a second Cloak of Concealment, Ectar heads for Castle Darkstorm with Arzon, whom he intends to use as a diversion while he slips inside. As Ectar predicted, Arzon is quickly captured and tries to stall Darkstorm from throwing him into the Great Abyss. But Darkstorm sees through the ruse and orders his followers to bring Arzon before him and root out the remaining Spectral Knights.
Eventually, Ectar arrives in Darkstorm's throne-room and, knocking Reekon away from the levers, starts pulling them at random until everyone except Ectar and Reekon has ended up in a pit. Ectar and Reekon call a truce, having realised that being enemies is what keeps the two of them going.
However, the Spectral Knights soon learn that the Crystal cannot even detect enemies who are wearing polyester clothing and return it to Iron Mountain, where Ectar throws it into Merklynn's magic pool. Merklynn says he will replace the Crystal, but the Spectral Knights refuse both his offers.
During a banquet in New Valarak, Cryotek embarrasses himself in front of the other Spectral Knights and a light-hearted comment from Witterquick fails to improve his mood. He is brooding in the corridor when Arzon approaches him and says he and Feryl need his help with something. The rock spires surrounding an eagle's nest have mysteriously broken and, as he and his companions shift them off the nests, Cryotek notes that they seem to have melted.
The Darkling Lords have been using the area for target practice and Feryl spots Mortdredd approaching in the Dagger Dart. Mortdredd, seeing the three Spectral Knights, decides to shoot at them instead and a battle quickly erupts. Amid the fray, Cryotek is captured and thrown into the Magical Dungeon.
When Cravex gloats at him, Cryotek pulls the Darkling Lord into the Magical Dungeon alongside him, forcing Reekon to reverse the polarity. The reason behind what happens next is unclear, but Cryotek somehow acquires Cravex's Phylot Totem in addition to his own and starts doing things that are out of character for him. This includes stealing Power Staffs - he takes Cindarr's as Arzon and Feryl come to rescue and, later, Witterquick's.
Galadria and Witterquick confront Cryotek and soon discover the reason for his odd behaviour. Cryotek boasts that he will start an order to rival the Spectral Knights and knocks Witterquick out before escaping in the Phylot form.
Since both factions of the Visionaries have a reason to want the Phylot Totem removed from Cryotek, they elect to join forces. Cryotek, meanwhile, is in something of a Jekyll and Hyde situation as the two Totems vie for control; when his Bear Totem is stronger he wants the Phylot removed, but, each time the Phylot takes over, he immediately boasts of how much power he has. After Cravex uses the Spider of Fear to trick him into using the Beast of Destruction against his hometown of Northalia, Cryotek vows to get revenge.
At the climax of the story, Cryotek unleashes the Beast of Destruction in Castle Darkstorm. But, when he sees Galadria standing by a falling pillar, he resists the Phylot's influence long enough to knock her out of the way. Then, just as the Phylot takes control again, Leoric and Witterquick knock Cryotek unconscious.
Later, with the Phylot Totem removed from him, Cryotek tells Galadria that he is relieved to be back to normal and the two Spectral Knights embrace.
At the start of this episode, we see Arzon and Feryl being chased by Mortdredd and Cravex - the latter two are in the Sky-Claw and Cravex is taking pot shots at the Spectral Knights. In any case, the four of them wind up in a ravine, where they find an ancient tomb. Feryl, reading the inscription carved on it, discovers that it is cursed and they decide against opening it.
The Visionaries inform Merklynn of the discovery and he tells them that, during the First Age of Magic, Prysmos was plagued by mischievious sprites called Sun Imps. These Imps - Growl, Abroxas, Mysto, Knightmare, Shaggy and Gorge - were sealed into a tomb, but earthquakes have left it exposed and it must be reburied.
But, while most of the Visionaries are hard at work, Lexor goads Cindarr into summoning the Beast of Destruction. As a result, the Sun Imps get loose and use their powers to play pranks on the knights. Arzon tries to ask the Bearer of Knowledge for advice on how to subdue them, but Abroxas takes control of it and all the Visionaries get is a load of nonsense about pie.
In New Valarak the next day, Leoric and Feryl are discussing the day's scheduled meetings when Mysto sends the contents of a fishmonger's barrow flying around. Meanwhile, Shaggy turns Darkstorm into a human puppet and Knightmare hypnotises Mortdredd into giving away Darkstorm's gold. At Iron Mountain, Merklynn finds himself at the mercy of Abroxas, who can reverse any spell cast on him.
Eventually, with Gorge having added to the chaos with a stampede of pigs and Growl using his powers to break windows, Leoric has had enough. But, when he tries to stop the Imps, Growl sets several of New Valarak's cats on him. Leoric promptly assumes his Lion form, only to be enchanted himself.
As the last Sun sets, the Imps lose their powers and the spells they cast are broken. The next day, the Visionaries go to see Merklynn and he tells them that they must trap the Imps in darkened containers since it is sunlight which gives them their powers.
To do this, the two factions must put their differences aside and work together for a while. Eventually, however, all the Imps have been caught except one, Abroxas. Luckily, Merklynn manages to trick him by casting a Capture Thyself spell - when Abroxas tries to reverse it, he ends up enveloped in a sack.
At the tomb, Shaggy tricks Cindarr into letting him go. Cindarr promises not to tell anyone what happened, provided the Imp plays no more pranks, and places the empty container in the tomb. However, once the Visionaries have gone, Shaggy opens the tomb and joins his fellows as Merklynn bolts the tomb's door.
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