- Reekon spies on the Spectral Knights in lizard form so hears which of the Darkling Lords' power-staffs they consider the worst challenges. After the Spectral Knights unsuccessfully request Merklynn to give them something to use against Darkstorm's decay and the Bearer of Knowledge tells Arzon of the Eternal Spring which would do just this, Reekon goes back to the Darkling Lords and tells them that this is their weapon that most troubles Leoric, among others. As the Spectral Knights travel to the spring, the Darkling Lords attack and force the others away from Leoric, whom Darkstorm ages into an old man. Then they advance toward the water, intending to stop him from being rejuvenated, and, after Cindarr's attempt to help an infant scorpion-monster brings the wrath of its mother, Cravex manipulates it into panicking and attacking the Spectral Knights as they approach.—brainybrailler@comcast.net
- The Spectral Knights are out gathering magic roots for Merklynn when they start discussing the Darkling Lords and their Power Staffs. Leoric says he finds Darkstorm's Power of Decay and its ability to rapidly age its victim particularly troubling, and the others agree, with Cryotek and Feryl voicing their opinions out loud. Just as Feryl comments that he can't see how someone so old can keep going, Merklynn appears and sarcastically says he's flattered when he learns that the Spectral Knights are afraid of becoming like him. But he refuses to give them the means of countering Darkstorm's Staff, saying they are not equipped to handle such magic. He then leaves, taking the sacks containing the roots with him.
However, the Spectral Knights choose to ignore Merklynn's warning. Arzon consults the Bearer of Knowledge to ask him where they can find magic to defeat old age, and the Bearer of Knowledge says they can obtain what they need from the waters of the Eternal Spring, which can be found on the slopes of Shadow Mountain and has Rainbow Flowers growing nearby. The Spectral Knights set off for the Eternal Spring, but are unaware that Reekon was eavesdropping on them in his Lizard form and has reported back to Darkstorm, who now plans to make Leoric's fears a reality.
The Darkling Lords attack the Spectral Knights, causing both the Capture Chariot and the Lancer Cycle to crash. In the ensuing battle, Darkstorm unleashes his Power of Decay against Leoric, causing him to age several decades in a matter of seconds. Believing only the waters of the Spring can restore Leoric to his true age, the Spectral Knights continue their quest, but Leoric can no longer move as fast as he used to, forcing the others to wait for him to catch up. However, he brushes off Feryl's offer to help him, saying he's not helpless, just temporarily old. As Leoric catches up with his friends, he comments on how ironic it is that he's old before his time because he was trying to prevent such a scenario. At Feryl's suggestion, he calls on the Owl of Wisdom which tells him that age has no dominion over the power in wisdom, adding that he's stupid in addition to being old and weak.
Meanwhile, Darkstorm is intent on making sure Leoric remains in his enfeebled state, and he and the other Darkling Lords are trying to reach the Spring before the Spectral Knights do, so they can destroy it. When Cindarr is attacked by a mother Great Scorpion while returning her baby (which he found on the ground) to her nest, he suggests the Scorpion was afraid he was going to hurt the baby. Darkstorm decides to take advantage of her fear to delay the Spectral Knights and, as they draw level with the Scorpion's lair, has Cravex summon the Spider of Fear whose bite causes the Scorpion to hallucinate that the Spectral Knights are a threat.
As the Scorpion attacks his friends, Leoric lures her away from them and towards himself by throwing stones at her. But, in his weakened state, he is quickly knocked off a nearby cliff and becomes trapped on a ledge. Arzon flies to the rescue in his Eagle form, but is knocked flying by the Scorpion while doing so, though he manages to right himself. Once Arzon has carried Leoric to safety, Feryl says Leoric's brain is still working even though he's no longer as strong as he was because he was the one who saved everyone, to which Leoric says Arzon nearly died because of his weakness. However, Arzon says nearly dying doesn't count. With the Scorpion and her baby having retreated, the Spectral Knights continue on their way.
While the Spectral Knights are distracted by the Scorpion, the Darkling Lords get to the Spring ahead of them. Darkstorm has Cindarr call on the Beast of Destruction, which sets about destroying the Spring, with the Spectral Knights arriving to find themselves confronted with the aftermath of the Beast's rampage. It looks as though there is now no hope of restoring Leoric to normal and, as he and his friends hang around dejectedly amid the ruins of the Spring, Leoric says he can no longer remain the Spectral Knights' leader. But Feryl tells him that even without his strength he saved them from the Scorpion, and Ectar adds that the other Spectral Knights can be Leoric's strength. Moments later, Arzon sees something glowing nearby, and Witterquick goes to investigate, finding that the glow was coming from a living Rainbow Flower. This suggests that there may still be some water from the Spring in a nearby cave. Cryotek, Ectar, Galadria and Arzon go to join Witterquick and investigate the cave, but Feryl says he is getting tired of climbing and will stay with Leoric.
Shortly after, Cravex appears on the scene in his Phylot form, having decided to go back and take a look at Leoric's reaction to the destruction of the Spring. Feryl transforms into his Wolf form and tries to fight Cravex, only for Cravex to change back into his human form, grab Feryl and throw him several feet to land on the edge of the cliff. As Feryl reverts to human form, Cravex advances on him and Leoric tries to protect Feryl by transforming into his Lion form and placing himself between Cravex and Feryl. Both Leoric and Feryl end up falling off the cliff and Cravex, thinking the two Spectral Knights were killed in the fall, goes to join the other Darkling Lords. But Leoric and Feryl have managed to catch hold of a ledge and are still alive. They climb to safety and discuss what they should do next. Leoric says he is beginning to learn that, rather than fight his weakness, he should look for its hidden strengths. He and Feryl can't climb up to the cave because of his weakness, but his wisdom tells him power can by found if they go down.
Meanwhile, the other Spectral Knights find their passage blocked, but Ectar spots a crack which he is able to fit through in his Fox form. Moments later, Arzon, Cryotek, Galadria and Witterquick are ambushed by the Darkling Lords and captured. The Darkling Lords plan to remove the Spectral Knights' Totems, but before they can do so Feryl leaps at Darkstorm from the Dagger Dart and pushes him into the Magical Dungeon. Feryl says he will use the Magical Dungeon to remove Darkstorm's Totem unless Leoric is restored to his true age, and Darkstorm reluctantly complies. When Ectar returns from the cave with the last of the Spring water, he finds that Leoric no longer needs it. The Spectral Knights try to give the water to Merklynn to make him young again, but Merklynn pours the water onto a nearby tree, turning it back into a seed. Leoric says he believes Merklynn did this because there is more to old age than being weak and feeble.
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