Kuor and the twelve Lords of Orhan formed and shaped Kulthea, the world of shadows. When they finished, Kuor commanded that each of them ascend the obsidian pillar of Thuul to the moon of Orhan. The Lords of Orhan looked down upon Kulthea and were satisfied with what they had created and they let life flourish. The first signs of civilization came from the "old race" when they first discover fire, but it is only the beginning of the advancement for these people.

Eons passed and the "old race" built a powerful empire that covered all of Kulthea and extended to the heavens. Then the comet Sa'kain pierced the shadow and flew through the night sky, exposing the "old race" to deadly flow-storms. Altered by the raw essænce new lords emerged each possessing the power to control and manipulate the arcane Essænce, with ease. Soon their lust for supremacy tainted their judgment and they opened gateways to other planes and to the void, some of which have remained open.

After thousands of years, Empress Kadæna created the Shadowstone, a powerful arcane devise able to capture the souls of her enemies. Ûtha, Kadæna's cousin, attempted to overthrow the Empress and her allies because he feared the destruction of Kulthea and didn't want to see the land laid to waste. Kadæna, angry with Ûtha, opened barriers between the Pales and beasts and demons were set free to rampage across Kulthea. Ûtha out of desperation traveled to the farthest pale and returned with the Soulsword, a weapon immune to the powers of the Shadowstone.

In the final battle between Ûtha and Kadæna, the Empress channels unbelievable amounts of raw Essænce through the Shadowstone. Brandishing the Soulsword, Ûtha beheads the Empress and her body plummets into a river of lava. The revolt is successful, but the result destroyed almost all life on the planet. The "old race" is gone and the only users of the arcane Essænce are weak shadows of the powers which once walked the land.