Castleview, they scale the tower of the elven wizard Ellinger Hofenhager, an ally to the Pharaoh. Because Alamar moved Castle Kalindra, seat of power to the eponymous Queen of the Dark Side, out of phase with the physical realm, Ellinger instructs the adventurers to gather enough energy discs to power a spell capable of restoring it to reality. They travel the realms of Darkside, liberating the city of Sandcaster from Alamar's sorcerer agents Morgana and Xenoc, collecting discs along the way. With Castle Kalindra restored by Ellinger, the heroes enter, only to find that Queen Kalindra has been defeated and captured by one of Alamar's minions, the vampire Count Blackfang. Invading Castle Blackfang with the aid of the knight Ambrose and his griffin, the adventurers slay the Count only to find Kalindra has been turned into a vampire. They restore her from undeath using her lost crown's powers, and with her aid are able to reach the Ancients' pyramid where the Dragon Pharaoh resides. After they return the Pharaoh his command orb, he explains that Alamar holds the Ancients' Cube of Power, which enables him to direct the dual-sided nacelle world of XEEN (Xylonite Experimental Environment Nacelle) through the Void. Using the Cube, he plans to land Xeen on his homeworld, Terra, and continue his rampage against the empire of the Ancients. The Pharaoh reveals that when Alamar fell to Xeen in his "shooting star" (in actuality an escape pod), a second pod also landed, but was snared in the volcanic mountains of the northeast. Investigating this second pod, the adventurers discover Corak, Sheltem's nemesis from Might and Magic II and III. Corak instructs them to somehow teleport him into Castle Alamar so that he can put an end to his old enemy once and for all. The Dragon Pharaoh leads them to the airborne city of Olympus, where they obtain a Soul Box. Transferring Corak's essence into the Soul Box, they fight their way to Castle Alamar and, battling Sheltem's hordes, manage to reach his throne room. Casting the Soul Box inside, they retreat as Corak emerges to battle his old foe, though the two are evenly matched. After a destructive skirmish, Corak is defeated, but compels Sheltem towards him and sacrifices himself, initiating their dual self-destruct command. The resulting explosion of power destroys both Guardians along with Castle Alamar, bringing the threat of Sheltem to a bittersweet end.