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The Third Overlord is the third known holder of the Overlord's mantle and fiercest enemy of the Seven Heroes. He once led a ruthless quest for vengeance and conquest that made him the undisputed sovereign of the world for some years.

He had as many names as the lands he had conquered, as many titles as the enemies he had slain. But before his rebirth in darkness, he was simply known as the Eighth Hero, a heroic companion of the legendary Seven Heroes, who contributed more than anyone else to the downfall of the Second Overlord. He was subsequently betrayed by his former comrades and left for dead in the ruins of the Dark Tower.

Currently, he resides in the Infernal Abyss, having replaced the Forgotten God as the God of the Abysses, and commands the Wraiths.


This Overlord's story before his fall is unknown. At some point, probably as tired as other heroes of the Overlord's cruel domain, he joined the Seven Heroes led by the Wizard, who was once an honorable man. Together they freed the lands from the rule of the Overlord. Later he joined the heroes' assault on the Dark Tower, the Overlord's seat of power, where they battled fiercely and finally made it to the throne room, where the Overlord was cornered. He then grabbed the Second Overlord and jumped off the Tower with him. However, this sacrifice only succeeded in immobilizing the eighth hero. This gave the Second Overlord a chance to escape by possessing the Wizard when he inspected his corpse. He was then left for dead by the other heroes despite the protests of Oberon Greenhaze, who tried to implore the rest to save him. Unfortunately, Kahn the Warrior rejected the notion, desiring to salvage everything they could from the Tower and leave. Sir William the paladin agreed with Kahn, declaring that their ally had 'earned his rest' now that the evil had been vanquished. 


After the Dark Tower was plundered of its riches by The Seven Heroes and left as a crumbling ruin, Gnarl took matters into his own hands. Discovering that the Eighth Hero was still alive, Gnarl saw a potential successor and had the minions revive him. To achieve this he was placed into a sarcophagus in the Crypt in the Dark Tower's foundations. After some years, when he was awakened and crowned Overlord. Gnarl told him how his predecessor was killed by the Seven Heroes to give him a desire for revenge and set his course to rebuild the Dark Tower and reconquer his old domains. However, he still needed the Tower Heart to teleport to the other realms. Unfortunately, it was stolen from its original location, and the Overlord went to the Mellow Hills to take it back and a much-needed crane, now that the once-mighty tower was reduced to a crumbling ruin.

The Heroes, in their celebration of defeating the Second Overlord, had become increasingly corrupt and self-indulgent, believing that being a Hero made them better than other people. Melvin the Small, now known as Melvin Underbelly, indulged in the sin of gluttony, and enslaved the residents of Spree to work in his kitchens. Once the Overlord found the Tower Heart and took it back from the Halflings, he discovered Spree and the Steel Smelter, which was blocked by flame walls powered by the Red Minions. The Overlord decided to raid Melvin's work camp to save Spree's Citizens and captured a crane to start rebuilding the Dark Tower. The Overlord then proceeded to raid the Halfling Homes to retrieve Spree's food, either keeping it as life essence or giving it to the peasants. In the process he saves the Reds in Melvin's Kitchen and kills Melvin, dispatching a large number of Halflings and retrieving the Reds' Hive. The villagers of Spree either viewed the Overlord as a hero or feared tyrant, depending on the actions he took.

When the nearby Castle Spree came under attack by Ruborian Desert raiders, the Overlord investigated the matter further. Once there he met Rose, who was harbouring refugees from Heaven's Peak. Apparently, the city had fallen under some terrible plague. After clearing the castle of the mysterious invaders, Rose came to his tower to ask him to check out the plague. It wasn't because she cared if people died, but if the plague managed to reach other areas there would be great chaos. He then heads off toward the city.

The plague was a terrible affliction turning people into zombies, the indirect result of the actions of Sir William the Black, who indulged in the sin of lust. Apparently unsatisfied with mortal women and tired of denying himself the pleasures of life. Sir William summoned a Succubus Queen for his pleasures, but unbeknownst to him, the Queen had infected a majority of the town's population. After stomping out the Queen to end the plague, the Overlord moved on to crush Sir William.

The Overlord then discovered Sir William's fiancée and Rose's sister, Velvet, who attempted to seduce the Overlord into taking her back with him. This results in the player having to choose which mistress to bring back to his Tower.

Seeking to expand his territory, the Third Overlord explores Evernight Forest. Upon discovering the once verdant land had transformed into a dank, dark place of misery due to Oberon's tree draining energy from the forest. Dwarven invaders from the other side of the forest once came into the land seeking riches, and a war with the Elves ensued. Oberon Greenhaze, another one of the Seven Heroes, refused to fight and indulged in the sin of sloth. Nature itself began to grow around Oberon, transfiguring him into a large tree with magical properties. Eventually, creatures from Oberon's nightmares took physical form, driving out the invaders and leaving Evernight dangerous for the unwary. Cutting the roots of Oberon's tree to weaken the magical barrier protecting him, the Overlord took the fight to Oberon. He showed no mercy and killed him, 'freeing him from his torment' and paving the way into the Golden Hills.

Despite the Dwarves having been driven out by Oberon nightmare creatures, they still managed to make off with many spoils of war, and enslaved the elves that survived. Seemingly, the war had originally been launched by Goldo Golderson, an ex-Hero indulging in the sin of greed. Plundering the mines and fortresses of the Golden Hills, the Overlord fought his way to Goldo himself, and his war 'pet', Rollie. While tenacious, Goldo fell to his might.

However, the fight had weakened the structure of the cavern they were in, and the threat of a collapse was immediate. Aside from Goldo's horde of treasure, the supposedly "last" female Elves were also stashed in the cave. Torn between untold treasures and the potential extinction of an entire race, the Overlord was forced to choose between taking the gold or saving the female elves.

In Overlord II the Elves are still present, implying the Overlord chose to save the females. On the other hand, it could be an entirely different sect of elves, since the Evernight elves were depressed and grumpy and the Elven soldiers of the sanctuaries were quite positive and hippie-like.

The Overlord set his eyes on one last land, the Ruborian Desert. Though initially seeming like a wasteland with little value, it was home to the Ruborian Desert raiders and their leader, Jewel the Thief, the corrupted Hero of Envy. When Jewel is aware of the Overlord's presence, she completely avoided a confrontation and relentlessly sent her men after him. Using brains instead of brute force, the Overlord tricked Jewel into escaping straight into a Tower Portal, teleporting her to the Dark Tower where she was captured and held prisoner.

Jewel's boyfriend, Kahn the Warrior, the corrupted Hero of Wrath, was enraged at the capture of his beloved and attacked Spree in retaliation. When the Overlord goes to stop him, he was led into a trap by his subjects and finds out that Kahn has already moved on to Heaven's Peak. The Overlord defeated the opposition and is left to choose to either forgive or punish his subjects for their cowardice.

At Heaven's Peak, the Overlord faced a taxing challenge in bringing Kahn down, who had already destroyed most of the city. Though the battle is arduous, the Overlord was successful in destroying him. Gnarl then informs the Overlord that his presence in the Tower was required immediately.

At the Dark Tower, the Overlord came face to face with Wizard, the seventh and final Hero... only it is not the Wizard at all, just his body. The current soul residing in it is none other than the Second Overlord, who, at the apex of his defeat, transferred his soul into the Wizard's body then snuffed his soul out of existence. Pretending to be the Wizard, the old Overlord manipulated the remaining Heroes into becoming self-centered and had masterly spread chaos on a scale never seen before. In the meantime he had ordered Gnarl to make the Eighth Hero into an Overlord so he could do the hard work of gathering the scattered Tower items, repair the Tower and dispose of the now expendable Heroes. This would essentially restore everything to the way things were before his attempted assassination. In this way, the Second Overlord would turn defeat into ultimate victory and he showed great pride in how he had manipulated everyone.

However, the Third Overlord resisted, not prepared to let everything he worked for be usurped. This conflict between two Overlords resulted in the brutal "Minion Civil War", taking place within the Minion Spawning Pits. Though the two sides seemed equal in power and command of minions, ultimately the Third Overlord prevailed, finally achieving the status he strove for.

If the player went more to the evil path, the ending slides showed the Overlord rising in power, leading to his true evil potential, killing and destroying everything without mercy to become 'evil incarnate', or the will of evil personified as his power increases dramatically, thanks to the Tower Heart.

If the player went more to the 'good' path, the ending slides showed the overlord gaining praise from citizens, his minions multiplying, and evil becoming part of the life.

Overlord: Raising Hell[]

After killing Melvin Underbelly and conquering Spree, Gnarl alerted the Overlord to a large intimidating Dark energy emanating from Mellow Hills. The Overlord rushed to the hills to discover what appeared to be a gateway to heaven, and the peasants of Spree going into it. Upon going through, the Overlord realized it was not a gateway to heaven, but a gateway to some sort of Abyss.

The Overlord then proceeded to explore all the newly formed abysses of his domains. After conquering every abyss and taking their Abyss Stones, the Overlord investigated the final abyss in the Ruborian Desert, the Infernal Abyss. After going through the abyss and destroying Kahn again, the Overlord discovered the abysses were the domain of none other than the Forgotten God. The Overlord battled the Forgotten God and killed him by stabbing his weapon into the God's mouth then shooting a fire spell directly into his open mouth, consuming him in flames and ending the reign of the Forgotten God. Unfortunately, the abyss then started to crumble and the Overlord tried to escape. However, just before stepping onto the abyss portal, the Overlord looked up to see Jester leave, destroying the gate and abandoning the Overlord in the Infernal Abyss. Despite being trapped, he gained complete control over the Wraiths in the abyss and possibly became a God himself.

Gnarl believes the Overlord will find another way out of the abyss and by the end of Overlord 2, he might have been able to escape thanks to Solarius' death. Gnarl comments that someone is biding his time to destroy the Fourth Overlord, coming from shiny cities and 'Deep Abysses', and that someone is 'waiting the right moment, and 'he won't stop this fall, because Evil always finds a way.' It's also entirely possible that the third overlord sacrificed himself for the jester as he let the jester escape while he stood there clutching his arm.

Overlord II[]

In Overlord II, the Third Overlord doesn't make a physical appearance, but is mentioned several times in the story by Gnarl with nostalgia and warning the Fourth Overlord to not be imprisoned in an abyss like his father. In the ending speech, Gnarl may be hinting at his return because of his reference of 'deep abysses' or that someone is waiting for the right moment.


The Third Overlord's son, Overlad / Fourth Overlord.

Even after being stuck in the Infernal Abyss, the Overlord's minions mourned over him.

The Third Overlord's son, the Fourth Overlord, destroyed the Glorious Empire and took control of the dependent regions. Gnarl believes the Third Overlord can and will find a way to escape the Infernal Abyss (even though the only known major gate was destroyed) and one day retake his throne.

Gnarl could use Evil Energy (what caused the abyss gates to emerge) to open another gate as the Forgotten God once did, but he would need to wait for someone, as he did before with the Seven Heroes, that can release so much evil energy (possibly Solarius or the Overlad's death) to open a gate and allow the Third Overlord to escape.


  • Velvet - Her relationship with the Overlord depends on the player's decisions. If he chose her, she gets to show off his more evil side, as she loves evil and darkness as much as he does.
  • Rose - Velvet's elder sister and the Overlord's first mistress. She shows his less evil side and appears to appreciate a less corrupt Overlord. She clearly loves the Overlord, and will be very upset if the player chooses to dump her for Velvet. Rose appears to be the "canon" choice as she is said to be the Fourth Overlord's mother in Overlord 2
  • Gnarl - At first, the Overlord and Gnarl seem only to have a master and servant relationship, which then grows to an attachment from Gnarl to him due to his unbreakable will and the nearly impossible tasks he accomplished, and the fact that he survived what many Overlords failed to defeat, even surviving an overthrow and killing a much older Overlord, and approves of him even if the Overlord is truly corrupted, and probably he's the only master that Gnarl is loyal to.
  • The Wizard - It's unknown how far it was their relationship, but they would have probably been friends since they had traveled together for a while before the Wizard got possessed.
  • The Second Overlord - He despises this Overlord, saying that he was useful only as a pawn.
  • The Seven Heroes - The Heroes and the Overlord were good friends, especially with Oberon, who was best friends with him. He wanted to find him and rescue him from the ruins of the Dark Tower and judging by the unused dialogue: "You had the strength to do for me what I couldn't do for you, thank you my friend" he was closer with Oberon, who felt guilty about leaving him behind. Some anger remains of being left behind, which was shown when the Overlord struck most of them down.
  • The Minions - The Minions were inspired by and loved their master, although some still favored The Second Overlord over the newer Overlord. This difference in opinion became evident when the Minion Civil War occurred, as Minions split between both sides to fight for their respective Overlords. They mourned the loss of the Overlord as he became trapped in the Abyss, although they seem to remain hopeful that he will return.
  • Jester - Jester didn't care much for the new Overlord, who replaced and killed the previous Overlord, who was his favorite master. His respect and favour could be earned by evil deeds done in the world.


The Third Overlord's personality was entirely chosen by the player.  

The player could decide to become an evil power surpassing even the Second Overlord, causing the extinction of the Elven Race, the permanent corruption of the Evernight Forest, the downfall of the Dwarven Empire, the suppression of Spree, destroying everything and killing without mercy, causing the world shake with fear and putting it into a chaotic dark era.  

On the other hand, the player could choose to be a more merciful ruler, balancing the world and ushering it into a new golden era, creating an institutionalized form of evil that becomes a new way of life for the lands he rules.  

Considering that the Overlord at first had no magical power and had immense physical strength, it can be assumed that he was once a knight or a Hero.


*It is a possibility that the Third Overlord was based heavily on Sauron from Lord of the Rings. This theory is supported by the fact that, like Sauron, he wasn't always evil, but became it afterward. The Third Overlord also has armour and a helmet very similar in appearance to that of Sauron. Both are also able to command a vast horde of evil creations made, or rather spawned, in pits. This is the same as the Orcs of Lord of the Rings. The Dark Tower is also similar in design to the Tower of Barad-Dur (which in the language of Mordor means "Dark Tower"), which is also set in a large wasteland although only one (Mordor) is actually given a name. Both towers are also referred to as "The Dark Tower" both built-in rocky wastelands with a spiked mountain range. Also, should the player choose the Mace as his weapon, it looks much like that wielded by Sauron, as seen at the beginning of The Fellowship of the Ring.

*The other possible reference is that like the Dark Tower, Bara-dur was destroyed and rebuilt following the return of Sauron.

*He also shares some similarities with Morgoth, Sauron's mentor.



  • He's the only ex-Overlord that wasn't killed after losing his throne.

See also[]