In Lankhmar on the run from the Thieves' Guild, Duke Darius and the law, barbarian Fafhrd and master thief Gray Mouser escape on unicorns which take them to wizards Sheelba and Ningauble. Each wizard covets the Mask of Death which sits upon the throne of Death himself and each orders one of our heroes to bring back the mask for him ... or else! Meanwhile, Duke Darius acquires an enchanted axe hoping to avoid his death by killing Death himself. Inside the Shadowlands, the two unicorns drop Fafhrd and Mouser inside Death's Palace. Seeing the mask unattended the two battle for the right to possess it. The Duke enters, planning on disarming the adventurers and then confronting Death.