The story line evolves around the Ultimate Evil, fed up with the heroes of the Overworld constantly abusing his minions for experience points and stealing his gold, heads to the surface. Easily conquering the castle, the Evil is ambushed by the assembled heroes of the land and banished into a spirit form. Decades later, he awakens as a ghostly incorporeal version of himself, and with the aid of loyal minions, starts to rebuild his empire. On the way to punish the individual heroes and gain the alliance of other races, the Ultimate Evil learns of another faction fighting both the heroes and his own empire, the Demons led by the Chaotic Evil - in truth, another ghostly aspect of the Ultimate Evil himself. Also appearing and sometimes hindering or helping the Evil are the undead and their enigmatic leader.