With the help of the Avatar and his quest, the land of Britannia began to regain its moral fortitude. As prosperity once again enveloped the land, Lord British was kidnapped and taken to the Underworld. The newly created underworld was formed by the raising of the Codex from the Great Stygian Abyss. The Dangers of raising the Codex did not end there, however as the magic of the Codex also sealed the shards from the ill-fated Gem of Immortality. From the three main shards of the gem spawned the three shadowlords: Astaroth, Faulinei and Nosfentor.

Originally Astaroth, Faulinei, and Nosfentor were crew members of a ship commanded by a man named Captain Johnne. Johnne and crew were sucked through a whirlpool into the vast underworld. Left alone, he and his crew set about searching for an exit. Near their wrecked ship, they discovered three shards. The corruptive magic within each tore at each of them, until eventually Captain Johnne used them as weapons and murdered his three friends. Afterwards, he was racked with guilt, alone in the desolate underworld.
 

Blackthorn and the Shadowlords

Each of the Shadowlords represented a principle counter to that of the Codex of Ultimate Wisdom. These Principles being Truth, Courage, and Love. The Shadowlords represented Falsehood, Cowardice and Hatred. The Shadowlords were responsible for kidnapping Lord British, leaving Lord Blackthorn to run the lands. Once a noble man, Lord Blackthorn's mind was corrupted by the Shadowlords, and he began a reign of terror over Britannia's citizens, writing virtuous behavior into law. Blackthorn believed that he needed to create another Avatar to defeat the Shadowlords that plagued Britannia, but little did he know that his own actions were assisting the shadowlords.