Frustrated by his brother King Justin, Prince Joshua Steele undertakes Baron Dark's task to steal the lightstar crystal. Justin and Bardon Dark both seize the crystal, break it into two and transform into different beings.
Lightstar rallies Luminicity's remaining population to fight against Baron Dark. Talyn tries to get into a storehouse only to attract a skeleton's attention. After retreating, the people accuse Grimskull of collaboration with Baron Dark.
The Steeles fight off skeletons that raided a settlement and Talyn rescues the only survivor Ferris. As Baron Dark plots to kill the Steeles, Ferris tells Talyn his dishonor made him survive, and is transformed into a skeleton warrior.
Grimskull undergoes on a mission to recover Baron Dark's half of the Lightstar crystal. Grimskull returns with nothing but a data crystal while his companions are captured.
After Baron Dark plunders the town of Romney, a lady called Zara drops by the Steeles. After preventing the skeletons from entering, Lightstar finds Zara sold them out to Baron Dark in exchange for plundered food and medicine.
Grimskull suffers frequent torments in his mind from Baron Dark's mind link. While the Steeles and Guardian destroy a construction site, Grimskull is plagued by Baron Dark in the depths of his mind.
As Baron Dark's forces bomb the North City, Lightstar and his companions come to the city's aid, narrowly escaping. The skeletons are enslaving humans too honorable to be turned into skeleton warriors to build bombs in a factory.
Guardian explains Dr. Jenna's new invention: A device which lets people to see visions of possible future. The skeletons, Talyn and Lightstar get in a tangle with a beast. Grimskull has befriended a wolf.
Baron Dark's new juggernaut, the Gorgon battleship, has finished construction. Lightstar and Talyn go to Semigon kingdom to warn them of the threat, but King Dorigon has Dagger and Shriek as diplomats, forcing both sides to be civil.
The Legion of Light begin a siege against Baron Dark's forces in the middle of their preparations until Shriek shoots Talyn out of the sky. Talyn loses her power, and goes on the run with Shriek, Aracula and Dagger hunting her.
Baron Dark attempts to stabilize his half of the Lightstar crystal, but fails. Desperate to eliminate the Legion of Light, Baron Dark concocts a plan to impersonate the Steeles' father and lure them away from the castle.
The skeletons attack the Legion of Light's camp, looking for the crystal's other half. Grimskull is sent to take their crystal half to a secure place, while the others launch a retaliatory attack on Baron Dark's colosseum.
Knowing that Baron Dark has both halves of the crystal, Lightstar heads off to confront him, but Baron Dark unites both halves. The Legion of Light are pinned down. While others keep the skeletons occupied, Lightstar battles Baron Dark.
