After 7000 years of technological supremecy, the three suns of the planet Prysmos realign, heralding the end of the age of technology. Across the face of the planet, all electronic and mechanical devices begin to shut down and become inoperable. For many years afterwards, the citizens of Prysmos were forced to adapt their lives to their new reality. Their societies revert to a medieval level and the citizens must contend with the agressive attacks from neighboring lords.
Some time later, the megalomaniacal 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 the mercenary, 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.