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.

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.

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.