The sorceress Morgana (Kelly Lebrock) has returned after a hundred years to steal Fingall's talisman from the wise sorcorer Merlin (Robert Davi), for fourteen hundred years she has tried but this time she's come to destroy the entire world. Ben Clark (Byron Taylor) is a young boy with a skill for magic, and bears the same scar as the staff bearer from fourteen hundred years before, he befriends a man named Milner who we later find out is Merlin. Both Merlin and Morgana fight for Ben's mind and pull him into the conflict and after much thought and strife he eventually signs with good against evil and helps Merlin to save the day.