The Spectral Knights are afraid of being rapidly aged by the power of Darkstorm's staff and, when Merklynn refuses to help them, set off on a quest to find a magic spring whose waters have rejuvenating properties. During the quest, Leoric falls victim to Darkstorm's staff and, to ensure he cannot be restored to his true age, the Darkling Lords destroy the spring. But the experience teaches Leoric that there is more to old age than being weak and feeble.

The story is set on the fictional planet of Prysmos, a futuristic society where all technology and complex machinery suddenly cease functioning, and its citizens are forced to rely on ancient magic to survive. This happens when the three suns of the planet align and their combined radiation emissions deactivate all technology on the planet, similar to an electromagnetic pulse effect. The titular Visionaries are knights who are split into two factions: the heroic Spectral Knights and the evil Darkling Lords. The Visionaries who wish to gain the usage of magic is invited to a competition by the wizard Merklynn. After surviving traps, dangerous creatures, and each other, survivors are rewarded with unique animal totems affixed to their armor chestplates; these talismans are based on the bearers' individual attributes while allowing them to transform into their specific creatures.