Secret Wars (Spider-Man: The Animated Series)

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Secret Wars is the last three-part episode of the Spider-Man: The Animated Series, right before the two-part series finale. This three-part episode aired from November 7, 1997 to November 21, 1997. It is based on the Secret Wars mini-series.

1 Plot
2 Cast
3 Trivia

[edit] Plot

Spoiler warning: Plot and/or ending details follow.

[edit] Chapter I: Arrival

First aired: Friday, November 7, 1997.

The episode begins with Spider-Man floating around in limbo and Madame Web's voice asks him if he's ready for the ultimate battle. Spider-Man states he's not and Web states back he will be and he will soon face his greatest challenge in life. Web then orders Spider-Man to look into her eyes as she takes off her glasses, revealing yellow snake-like eyes. Spider-Man is then paralyzed into standing straight, still floating around and having him think Web has placed him in some sort of trap. Spider-Man is then floated somewhere that looks like the surface of the moon and the sky is brown. Two yellow eyes from the sky look down at Spider-Man and a voice that's coming from the eyes asks this fragile being, as he calls him, is the one. The voice says he will accept him and Spider-Man will be put to the test. Web then releases Spider-Man and he drops to the ground where the voice greets him, not only calling him Spider-Man, but also Peter Parker. Spider-Man then wonders what's going on.

The eyes then transform into a long-bearded man with long hair as well, yellow eyes like in the sky and wearing a silver metal suit. The man tells Spider-Man to think of him as someone from beyond and Spider-Man should call him the Beyonder. The Beyonder states that his servant, known only to Spider-Man as Madame Web, has prepared him for this task. The Beyonder explains that he and Web have travelled a long way through time and space and have seen many curiousities, but none as Earth they stumbled upon. Their machinery has told them a lot about humans Web and the Beyonder don't understand. The most complicated thing about Earth is the concept of good and evil. The Beyonder states that Spider-Man is obviously an agent of good and then Spider-Man is introduced to an alien planet where there is good but absolutely no concept of evil. The technology of that planet has eliminated hunger, pain and suffering. And now, the mystic figure will introduce evil to this planet. Though Spider-Man says he won't let the Beyonder go through with it, his efforts to stop him fail. Then the Beyonder introduces the ones who best represent the evil he wants to the alien planet.

First, he chooses Doctor Octopus, who uses science for evil and transports him off of Earth. Next, the Beyonder chooses a tyrant, Doctor Doom, who is also teleported off Earth. Next, the Beyonder chooses Alistair Smythe. The next one is Dr. Curt Connors, who the Beyonder forces to become the the Lizard. Finally, the Beyonder chooses the Red Skull. Afterwards, the Beyonder states that Phase 1 is complete and it is time for Phase 2 as the Beyonder states that he will go by through one of Spider-Man's human years. The Beyonder then transports into a piece of space and sand passes him. Once the sand clears and the Beyonder turns back into his regular form, it shows that a year had passed. The Beyonder then shows what the villains have done in that time - destruction has been caused and the villains have made their own countries. Spider-Man directs his anger towards the Beyonder that he had to destroy an entire civilization to prove that evil is bad. Madam Web states that the superhero shall have the pleasure to make all that is wrong right again.

In order to make the test fair, the Beyonder introduces to Spider-Man a machine that will let him get a fixed number of superheroes to fight alongside with him against evil. After the Beyonder leaves, Spider-Man looks at the chess pieces on a table that on one side has him and the other side is all the villains and the superhero states in his mind that he is now a pawn in an intergalactic game of chess. To help him, Spiderman selects the Fantastic Four, based on their dealings with Dr. Doom, Iron Man, Captain America, and Storm. Storm's picture appears and Spider-Man demands the computer to bring everyone he called upon to the planet now. The machine does what it is told and all the heroes Spider-Man called upon lay on the floor in agony. They all get up and wonder where they are. Spider-Man states it was his fault he guesses and Fantastic Four member, the Thing, grabs Spider-Man at his shirt and threatens if he doesn't tell him where they are, he'll make him. Iron Man tries to tell the Thing that he can trust Spider-Man.

Confused, the heros begin to fight with each other. Spiderman tries to get them to stop so he can explain, ut before he can, the superhero's spider sense alerts him and the Lizard brakes in and attacks Spider-Man. All of the heroes try to stop him but initially fail. Iron Man fires out a laser to the Lizard which knocks him unconscious and Spider-Man screams too late for Iron Man to stop. The wall-crawler walks and bends down to the Lizard and tells the other heroes that it isn't the Lizard's fault. With the Lizard subdued, Spiderman attempts to explain the situation.

Later, Spider-Man finishes telling all the heroes what he knows so far and states that he has to lead all of the heroes into battle against evil. His failure to answer all their questions, however, threatens to cause another fight. Storm tries to brake up the fight, but so far, doesn't work. The Lizard then wakes up and punches through a wall, escaping. Spider-Man states that they have to stop him, to which the other heros agree. They go out through the same hole the Lizard escaped through, trying to follow him, but by the time they exited, he disappeared. In an attempt to catch the Lizard, they are attacked by giant worms. The heros manage to beat back the worms, and after a short arguement between Iron Man and Spider Man, the Invisible Woman carries him back to the lair with a sheild. While the Invisible Woman tries to keep the worms back, the other heros are convinced that Spider Man was telling the truth. The worms, however, threaten to get in, and the lairs sheild power source was smashed by the Lizard. Using her lighting, Storm is able to restore power to the shield.

Later, the heroes place the Lizard's body right on a table and Mr. Fantastic states he found two sources in the Lizard's brain: one is the savage Lizard part and the other is a brighter and lighter side. Spider-Man states that's where his friend's consciousness lays and Fantastic states he'll try to unlock Spider-Man's friend's consciousness. When the leader of the Fantastic Four presses a button on a computer, lights hover around the Lizard. Fantastic turns the lights off with another button press and Dr. Curt Connors awakens in the Lizard. He then sits up and asks Spider-Man what's going on. Spider-Man lays him down and calms him, telling him he's here amongst friends.

Later, Spider-Man had just finished telling the Lizard the story about how they got to the alien planet. The Lizard states that the story Spider-Man told him is unbelievable, and yet, here he is. The Lizard then agrees to be with Spider-Man. Spider-Man thanks him. Then he makes an announcement to the heroes that they have always acted heroically because it was the right thing to do. Now, as Spider-Man calls him, they will show this alien monstrosity, the Beyonder, what heroes can do. The heroes all then agree to fight alongside with Spider-Man, and also, ironically the Lizard, Thing and Human Torch as well.

Meanwhile, Madame Web and the Beyonder watch back on the moon-like place through a window on how Spider-Man got the heroes to fight with him. Web tells him that already he has lead the heroes into battle. The Beyonder calls it a most promising start, but they will have to see how this all ends up, with Web showing a secret face of anger that the Beyonder does not believe her.

Spider-Man is sitting at a table at the chess pieces and he looks at some device in his hand. The Lizard comes over and asks what troubles him. Spider-Man states he never lead a scout-troop before, let alone a group of heroes. The Lizard comforts Spider-Man, telling him he will do well. Spider-Man thanks him. Then the Lizard asks what the device Spider-Man has in his hand. Spider-Man answers that it's some recording device he found and will use this as a journal to have whatever happens so this war isn't a secret war...

[edit] Chapter II: The Gauntlet of the Red Skull

First aired: Friday, November 14, 1997.

The episode begins back on Earth at night time with Morbius flying into Mirium's castle as Mirium floats around. Through a window, Morbius jumps on Mirium but Mirium throws Morbius to the ground. Blade then arrives and tries to kill Mirium by shooting arrows at her. But she quickly flies off. Blade and Morbius then follow her and the vampire queen is then trapped at a dead end at a wall. Blade then tells Mirium to stay where she is so she can get killed. Mirium asks if Blade would kill his own mother. Blade states that his mother is gone and now there is only Mirium, queen of the vampires. Mirium states she is disappointed, telling them she can't save either Blade or Morbius. She then presses a button which opens up a trap door, having the duo fall into a dark hole.

Later, Mirium walks down a group of stairs as a few of Mirium's vampires have both of Blade and Morbius' hands behind their backs. Mirium congratulates her vampires and then Blade states that Mirium and her kind will never win. Mirium states to the contrary they just have and kisses him on the cheek. Then she wonders who will fight the good fight when Blade and Morbius are dead. The Black Cat then drops from the sealing and says she will receive that answer. Mirium is too late to run for her life as the Cat drops on the vampire's shoulder and threatens her vampires if they move in to save their queen, then she'll fire the solar gun she has which will kill her. This distraction of terror to the vampires has Blade and Morbius defeat them but then, the Cat drops her gun, Mirium runs off and she disappears out of thin air with a scream of horror. Morbius then grieves deeply about what happened to her.

Back on the alien planet with Spider-Man, the Lizard and Iron Man, they use the main computer to try and bring the Cat to the planet. The transporting technology is having difficulties and the Lizard tells Spider-Man this is alien technology and they don't fully well know how to operate it. They manage to get the Cat in the planet anyway. When the Cat asks Spider-Man where she is and what has he done, the wall-crawler answers he just transported her from Earth to an alien planet. The Black Cat tells Spider-Man he can't do that now - not while Blade and Morbius are surrounded by Mirium and her vampires. The Cat demands the hero send her back now as she throws her hand bag to a wall. Captain America then comes in and asks Spider-Man this, the Black Cat, is the one who will help them. The wall-crawler states she's been in better moods. The Cat tells Cap whoever he is, he doesn't know what's at stake here. Cap tells her he does and tries to guess her name. The Cat tells him who she is and Cap tells her who he is. When the Cat figures out Cap's name, she is shocked and states that's impossible. Spider-Man then asks the Cat to let him explain. The Cat tells him to talk fast and then he'll see how angry she still is.

Later, Storm is calling from a computer, telling Spider-Man, Iron Man, the Lizard and Captain America that she is with the alien rebels who want to go against the Red Skull's base. But their leader wants to speak with Spider-Man. The leader then tells Spider-Man that he and his team grow impatient and want to attack immediately. Spider-Man tells the leader he and his team need at least a day to get into the Skull's fortress and asks the leader if he can give the heroes that much time. The leader says that he can only give him ten hours. Cap tells Spider-Man that they have to go through many dangers but before he can continue, Spider-Man tells the leader they will be ready. The leader tells them it is agreed and the computer turns off. Cap tells Spider-Man they can't do it in ten hours and since they are already short-handed with the Fantastic Four launching a separate attack against Dr. Doom. Spider-Man says they have to. The Cat then asks that first, the wall-crawler transported her off of Earth and now, he wants her to go on a suicide run. She states she just wishes someone had the niceness to ask her first.

Later, as all the heroes prepare to go to the Red Skull's fortress, Spider-Man not only states in his mind that it's a good thing this lab has what he needs to make more web-cartridges, but the Cat has been avoiding him, since she's angry with him since he brought her off of Earth and to an alien planet where she almost killed Mirium. Spider-Man thinks that he should say something first. Spider-Man then apolgizes towards her for taking her against her will but he didn't bring her here to fight. The Cat angrily asks why did he bring her here. Spider-Man tells her he brought her here because she makes him think and knows how he operates. The Cat bursts out and asks that she makes him feel better. She explains she just left two heroes back on Earth who need her help, too. She also asks if it was fair if he snatched her away just to hold his hand. She then goes into the hovercraft they'll use to get to the Red Skull's fortress and Spider-Man states in his mind humorously that that's gotten things to a good start. Meanwhile, Captain America has just watched the whole thing.

Meanwhile, at the Red Skull's fortress, the Skull and two of his alien servants go to Alisair Smythe, in which the Skull asks why he called him here and he can only spare one moment from planning his attack on the alien rebels. Smythe then states he thought the Skull wanted to see a new robot Smythe created, in which he shows - the Cyber Skull, a robot estimated thirty feet tall. The Skull says it's brilliant and the Nazi even states he has a surprise of his own. Dr. Octopus then comes in and Smythe is surprised. The Skull explains he has a purpose here. Ock explains he had a little trouble with Dr. Doom, who took over his kingdom, Octavia, and renamed it New Latveria. So now, Ock needs to make new friends. The Skull promises Ock he will have his kingdom back once the doctor enhances the Cyber Skull. Ock agrees and will begin immediately. As Ock starts making more advantage to the Cyber Skull, Smythe asks the Skull if he really will give Ock his kingdom back. The Skull answers of course not and orders Smythe to keep a close eye on him and leaves. Smythe then goes to Ock and explains his surprise about him working for the Red Skull. Ock explains that he works for no one and once he gets his kingdom back, Smythe might want to consider Ock his new employer. Smythe finds it interesting.

As all the heroes going to the Red Skull's fortress are flying in the hovercraft travel across the desert, a sandstorm immediately puts a lot of pressure to the craft. Iron Man tells the heroes that he estimates the craft will fail in another few hours. But as the storm worsens, Iron Man states that he was wrong and the craft crashes. All the heroes then exit the craft and begin to walk. Iron Man states that his suit will fail like the craft if he flies. Spider-Man spouts out a web to a rock to swing but it immediately tumbles down, in which it rolls away after it misses every hero, with Spider-Man stating he'll walk, too.

Later, as the heroes keep on walking through two mountains, an earthquake occurs. All of them dodge the rocks that come down from the mountains. Captain America states if it gets any worse, it would be wise for them to turn back. Spider-Man states that's not an option and they keep moving, no matter what. He'll use his spider sense to detect any dangers. Cap states it's an excellent idea and he and the Black Cat will take up the rear.

As all the heroes are walking at the top of a mountain, Cap asks the Cat how a beautiful young woman, as he calls her, came to be the Black Cat. The Cat says that it was naturally Cap's fault. Cap is surprised at this. The Cat then explains her origin that back in the 1940s, her father, John Hardesky, was hired by the Red Skull into thinking he was working for the Allies and spying on the Nazis. Unfortunately, he memorized the formula that created Cap and after the destruction of the lab where Cap was created, Hardesky went back to the Skull but realized how fooled he was. He then ran off, never telling him anything. Hardesky also attracted the public's attention by becoming a thief called the Cat, in which he was captured and taken into S.H.I.E.L.D. for his whereabouts about the formula. But years later, a crime lord known as the Kingpin captured him back and forced him to reveal the formula, in which he was blackmailed in doing when the Kingpin also kidnapped Felicia Hardy, so Hardesky would tell the formula or she'll die. Hardesky gave the crime lord the information he knew and to test if he was telling the truth, the formula was tested on Felicia, and she was instantly turned into the Black Cat. So, as the Cat explains, anything Cap can do, the Cat can do as well - or better. Cap states it's amazing and he never met a woman like her. Meanwhile, Spider-Man hears them talking and tells himself humorously that since they are getting along so well, he should set them up on a date. The wall-crawler then tells himself to settle down because if he loses it, there's a possibility they may not make it.

As the heroes go through a volcano, finally seeing the Red Skull's fortress, the volcano suddenly erupts and the lava slowly covers the ground. As Iron Man tries to fly to get to the top away from the ground, a rock falling out of the sky hits him, knocking out his power source. But before he can fall to his death in the lava, the Lizard immediately jumps to the hero and grabs him. The Lizard then grabs onto a ledge to hold on. Captain America then swings a rope and to the top. The Black Cat then gets to the Lizard and Iron Man. The Cat tells the calm beast that he'll climb up on Captain America's rope while the Cat will secure Iron Man. The Lizard climbs up and by the time he gets to the top, Spider-Man tells him he'll shoot him a web-line for the wall-crawler to also get to the top. He then does what he promised and the Lizard grabs the web, pulling Spider-Man to the top. Iron Man also climbs up Captain America's rope but before the Cat can grab it, the ledge she is stepping on brakes and she begins falling into the lava. Spider-Man quickly spouts out a web which attaches to the Cat's stomach. But the middle of the web immediately comes in contact with another ledge which brakes the web and the Cat continues falling. Luckily, Cap uses his rope and it wrps around the Cat after Iron Man got to the top. Spider-Man rushes to help Cap and they successfully save the Cat, who tells Spider-Man that was too, too close. Iron Man then nearly collapses and he states his power source has been destroyed. Spider-Man asks how much time he needs. The metallic hero states that he needs about ten hours. Spider-Man panics to Iron Man, telling him they don't have ten hours and asks if he can walk for now. Iron Man states he can't because if the suit's power is destroyed for a matter of time, he can't even breathe and this suit makes him how powerful he is. Spider-Man apoligzies for his frustration towards him and states that he never would have guessed. The Lizard tells the heroes he can fix Iron Man's power source. Spider-Man asks how much time he needs. The Lizard states he needs an hour. Spider-Man tells him he only has thirty minutes. The Lizard quickly begins working and a short time later, the scientist within the beast has already finished and with little time to spare. Iron Man already stated that science had saved his life or his heart would have stopped beating years ago. Spider-Man then tells himself in his mind that he thought he himself had problems in the heart as he still grieves on the death of his former wife - the clone of Mary Jane Watson, still disliking watching his beloved wife vapourize right after the clone of Hydro-Man.

Soon, Storm contacts Spider-Man through a walkie-talkie and tells him that the rebels are getting impatient. Spider-Man tells her he and his team will be there soon. The leader of the rebels immediately grabs the walkie-talkie and angrily tells the wall-crawler that soon isn't good enough. Spider-Man then gives up to the leader, allows him to attack without him and tells him he and his team will get into the Skull's fortress in time to help them. The rebellion then attacks and they fight against the newly created Cyber Skulls. Spider-Man asks Iron Man if he can fly up to the top. The Lizard tells him he can't because he only gave him enough power to climb and fight, but not enough for full flight. They all then just climb to the top with no complaints. Back in the Skull's fortress, Dr. Octopus and Alistair Smythe detect the superheroes and Smythe states that whoever got past their security was an incredible move. The Skull is angry at this and angrily asks him no one would get past the security. Smythe then activates the Guardian Slayer where a floating machine then goes towards Spider-Man and the Black Cat. Luckily, Captain America throws his shield which cuts off the head of the machine. Smythe then tells the Skull he lost contact with the Slayer but tries his hardest to get back to it. The robot then gets back into concentration but ironically, Iron Man blasts the robot, in which it crashes to a wall and explodes. The Skull then threatens Ock if he doesn't do something, he'll never get his kingdom back. Ock tries to do something but the heroes all then arrive and Spider-Man orders them to surrender. But a short fight is broken out in which the Skull and Ock escape while Smythe is left defeated, in which Spider-Man demands him to stop the Cyber Skulls. The Black Cat then watches as the Skull runs off and she wants to kill him when he deceived her father. Spider-Man notices her actions and says she has to stay because the Cyber Skulls are slowly defeating the rebels. As the heroes turn back to Smythe, the Cat runs off with no one noticing, with her saying in her mind that Spider-Man doesn't need her right now. Smythe says that though it is strange, he agrees with Spider-Man's idea of defeating the Cyber Skulls. Spider-Man is surprised. Smythe explains that the Red Skull and Ock would have spent an eternity to the death for this planet while Smythe just wants to get back to his father. Spider-Man tells him what he's saying is true, then he should help them destroy the Cyber Skulls. Smythe states he should have the robots taken out with the self-destruct password. But when he uses it, the entry is denied and Smythe horribly states that the Skull must have had Ock install a different code, so the robots would not be blown up. Spider-Man wonders if he can crack that code. Storm then buys the wall-crawler some time by having a sand storm cover the robots. Spider-Man continues and gets the right password, having the Cyber Skulls blow up and the rebels cheered in victory. Spider-Man turns off the computer where they witnessed the battle and then tells an absent Black Cat they will go after the Red Skull, but realizes she isn't there. Cap then suggests that the Cat ran off to get her revenge against the Nazi while they watched the battle. Spider-Man then horribly tells the heroes they have to stop her or she'll get hurt or worse.

Meanwhile, as the Red Skull still runs, the Black Cat drops in front of him and tells the Nazi that what she will do to him is for her father, John Hardesky, all the others he deceived. But before she can do anything, Dr. Octopus immediately appears behind the Cat and one of his tentacles grabs her, which prevents her from killing the Red Skull and with sarcasm, he apoligizes to the Cat that he disappointed her again. The Skull and Ock walk to a giant metal room where the Skull's escape plane lays. Captain America then shows up and threatens if he doesn't command Ock to let the Cat go, then he'll die. The Skull states that he has grown fond of the Cat and Ock tries to shoot Cap. Spider-Man then shows up, too, and a short fight is pursued, where the wall-crawler and Cap successfully save the Cat but the Skull and Ock escape by flying out of the plane. The Cat angrily states that they almost had the Skull but he got away. Spider-Man then tells how much he knows on how both of them wanted the Skull dead. Cap states that getting the Cat back was more important.

Later, as Spider-Man and the Cat confron each other at the top of their hideout, Spider-Man knows how angry the Cat is that he brought her to the alien planet they are on against her will. The Cat states that she's not. Spider-Man is surprised she isn't. The Cat then answers she's alongside with one of the greatest heroes of all time. Spider-Man tells her that Captain America is quite the guy, but the Cat tells the wall-crawler she wasn't talking about Cap, telling Spider-Man she was referring to the wall-crawler. She tells him he's a good leader and says that she is happy that she is with him. He lifts up his mouth to his nose and kisses the wall-crawler before he can say anything else.

Back on Earth, Blade watches Mirium's castle from a ledge and Morbius arrives to tell him that Mirium and her vampires are gone. Blade tells Morbius he thinks that the Black Cat is in a dire situation. Morbius says that may not be the case, but even though he can't explain this, there has always been a spiritul link between the Cat and Morbius. He senses that she is in good hands and those hands will bring her back to them safe and sound no matter what... To Be Continued...

[edit] Chapter III: Doom

First aired: Friday, November 21, 1997.

The last episode of this saga begins with Spider-Man talking in his recording journal that he and the Lizard are riding in a hovercraft, going to New Latveria, overrun by the evil tyrant known as Dr. Doom. New Latveria was originally run by Dr. Octopus before Dr. Doom took over his kingdom and renamed it. The Fantastic Four had given them the coordinates to where they should meet them, ending the journal. They land the craft and both heroes step out with the Lizard stating what both he and his leader sees - no sign of the Four. Suddenly, a few giant cockroach-like robots arrive out the sand and Spider-Man and the Lizard battle them. As the heroes are slowly being defeated, the Lizard gets angry enough to unlock the Lizard side of his brain and take out the machines. After the robots' defeat, Spider-Man approaches the Lizard, wondering what has happened to him. The Lizard then knocks Spider-Man away and runs towards him to attack. Spider-Man then stops him by having him remember him and the Lizard apologizes for knocking him away. They then decide they have to find the Fantastic Four quickly, as Mr. Fantastic helped him regain his Dr. Curt Connors consciousness and maybe he can help him again. Spider-Man then follows the coordinates on his spider tracer and the tracer tells him they are just above a rise. They then go to it and find that Mr. Fantastic, the Invisible Woman and the Human Torch, with the Thing absent, are laying on their backs in agony with their hovercraft destroyed. Spider-Man and the Lizard rush over to see what happened and Mr. Fantastic explains that they were ambushed by those robots that Spider-Man and the Lizard previously encountered. As they were flying in low to avoid detection, cockroach-like robots had crashed their hovercraft. When they got out to fight, they couldn't even as the robots were too powerful. When the Thing was charging in at one of them, that robot used a metallic cord to grab him and that robot and all the others just flew off with him, despite they had the upper hand but they didn't finish them off. By taking the Thing, it was as if they had what they wanted and likely, those robots had worked for Dr. Doom.

Meanwhile, inside the walls of New Latveria, the Thing is chained up against a wall and a man in a metal suit and a metal mask with a green cape and hood came along, greeting the Thing. The Thing recognized him as Dr. Doom and tells him he's not going to do anything for him no matter what. Doom tells him he'll do something for him all right - he'll tell him how and why they were brought to this alien planet. The Thing states he won't tell him anything. Doom states back that he'll talk as he introduces his elemental splitter to the Thing, a machine that looks like a giant gun. The splitter turns on and the Thing is heard screaming in terror outside Doom's castle walls.

As Spider-Man, the Lizard and the remaining members of the Fantastic Four walk towards New Latveria, Spider-Man suggests that maybe they should rest. Mr. Fantastic angrily bursts out, telling him they can't stop for anything because the Thing is in jeopardy. He then stretches away to keep on going and Spider-Man calls out to him that he's on his side. The Human Torch tells Spider-Man that he has to understand Mr. Fantastic because he never stopped blaming himself for the tragedy that turned Ben Grimm, alter ego of the Thing, into, well, the Thing. Mr. Fantastic's name was Reed Richards, the Invisible Woman's name was Sue Richards (that was her married name, as she was the spouse of Reed so her maiden name was Storm), the Human Torch's name was Johnny Storm (he and Sue are related as brothers and sisters) and the Thing's name was, as already mentioned, Ben Grimm. They were all transformed into the Fantastic Four when Reed asked Ben to pilot their ship into outer space. But they were strangely bombarded with radioactive waves and crashed back into Earth. Reed became Mr. Fantastic, having the ability to stretch any part of his body at any length, Sue became the Invisible Woman, having the ability to turn invisible and create force fields as big or small as she wants to, Johnny became the Human Torch, being able to fly when he flames on his body and create fire but Ben became the Thing, having the ability of super strength but was disfigured into looking like an orange human rock. And not only does Mr. Fantastic blame himself for Ben becoming an uly monster for not only for the rest of his life but forever but, as the Invisible Woman explains, Fantastic also forgot that Spider-Man is leading them now. She then asks what does he want them to do. Spider-Man suggests that they keep on going and Dr. Doom may not expect them to come in.

Later, as the heroes near New Latveria, Spider-Man records his journal, talking to it and saying that they had confronted no more of those cockroach-like robots since the last attack. They are now at the very walls of New Latveria, and thus, the wall-crawler ends the journal. Spider-Man then wonders if they just ring the door. The doors suddenly open and the heroes enter with the Human Torch saying that, as he is flying, flaming on, he has a bad feeling about this. Then the heroes see that New Latveria is a peaceful country where the aliens of the planet are enjoying themselves. Spider-Man then states that as they see, Dr. Doom has created an idealic society. Mr. Fantastic states that idealic is maybe but asks if that's the promise of every fascist. But before he can continue, a squeaky female voice on a microphone states that Spider-Man, the Lizard and the Fantastic Three, referring to Mr. Fantastic, the Invisible Woman and the Human Torch, as the Thing is absent, are invited to Victor von Doom's, who everyone knows is Dr. Doom, residence at three o'clock. Mr. Fantastic states that now they have their invitations, they don't need any directions as Doom's castle is ahead of them. As they enter Doom's castle, the Thing's voice in a microphone tells them that they should look at him. When they completely enter Doom's castle, Ben Grimm comes out of the shadows, completely human unlike his rock-like self. As the Invisible Woman hugs him now that he's normal, Mr, Fantastic is surprised about Ben being normal and Ben thanks him for noticing. Fantastic then asks how he became this way. Ben explains that Doom has a power separator. He then tells them to watch as he presses a button on a watch he has on his wrist and instantly becomes the Thing again. The Thing explains with the watch with him, he can transform into either Ben Grimm or the Thing if he wants to and changes back into Ben, telling him he thanks Doom for all this. Fantastic says that is agreed but asks what does Doom want in return. Doom then appears from a balcony above the heroes, telling them he wants nothing back from Ben, other than for him to be happy. That's what he wants for all of his people in New Latveria, as he explains. Spider-Man then asks if he wants all of his people happy, then why won't he let them go like they were before he got on this planet. Doom explains that if he does, it won't be long until they'll be swallowed up by someone like Dr. Octopus or the Red Skull. As he states, he is not a tyrant to these people - he is their hero. He then tells them to look at the work that helped Ben into a human and it also helped Doom himself as he removes his mask and hood, revealing a human face and the Invisible Woman states that the acid burns that ruined his face are gone. Doom states that's correct and now, he is as pleasing to look at as he was before. He then shows a group of his robots, from another robot that uses a projector, he created that were built to work and he does not have his people do gardens or weeds - he uses his robots to do that. And their is no struggle for food or shelter. Only pleasure to the aliens. He desires nothing more than his people to be free. Mr. Fantastic protests, stating that he desires nothing more than the aliens' praise and servitude - he is indeed a tyrant. Ben tells Fantastic that's not fair. Doom expresses his wonders about why Fantastic is attacking him to Reed - Doom's cured Ben, something Fantastic could never do. Just when Fantastic would attack Doom for what he said, robots then try to restrain him and the heroes and robots shortly fight each other with the robots winning, restraining them. The Thing tells the heroes that they don't understand - he owes Doom too much. Doom, who is standing back on the balcony, tells the heroes they are all under arrest and they will be bombarded to trial. The charge is treason against New Latveria and if found guilty in trial, they will all die.

Doom, later back in his castle, sitting on his throne in the throne room, watches in the dungeon of his castle through the projector robot as the heroes hang against a wall. The robot turns off the projector and floats off. Ben then comes in and Doom asks him if he saw what he told him about Reed Richards. Ben tells him he can let them go. Doom asks them why should he and takes him to a balcony, asking if a peaceful country like Latveria should be ruined. Ben tells him he doesn't want that but asks him if Doom can trust him enough to let them go. Doom asks why should he trust him if he doesn't trust him enough to tell him how and why they were brought here. Ben says he will but he has to promise to let his friends go. Doom says he'll keep his word. Ben then tells him that Spider-Man says that a mystic figure called the Beyonder used some machine to bring them here - he wants to play a game with the heroes and the villains to see who's going to win. Doom says that he knew it. When he was being brought to the planet with all the other villains across the galaxy, he traced the coordinates to that part where he wanted to go. But he had no means of getting there and demands Ben that he would take him to the place where they were brought.

As Ben and Doom fly to the heroes' lab, they rush in as Doom promises Ben that his cockroach-like robot will fend off the worms trying to kill them. When they enter the lab, Ben tells them the machine in front of them is how they were brought here, as Spider-Man told them. Doom tells Ben that the machine is beautiful. Ben asks that he can get them out of this planet. Doom says that is so and maybe more. He then gets into the machine and is transported off. Ben calls out to him too late about where he's going.

Meanwhile, back in the moon-like place seen in Arrival, Madame Web and the Beyonder are seen staring at each other and Doom appears and uses his elemental splitter to have the Beyonder come in towards him and the Beyonder actually goes into him. Doom then transports off the moon-like place and Web is last seen outraged on what Doom did.

Doom then transports himself back into his throne room along with Ben. Ben then asks what he did. Doom explains that he has taken over the powers of the Beyonder. He then looks through a window he created and sees all of the heroes who have been released as Doom had promised fighting against all the villains. Doom then decides to put an end to this war on his planet. Just when Captain America has the Red Skull right in his hands, saying he's finally his, the Skull disappears in a flash and all the other heroes wonder what's happening to Dr. Octopus and Alistair Smythe as they disappear as well. Then he transports the heroes into his castle. Spider-Man then compliments Doom with sarcasm that was a good trick and asks how he did it. Doom tells him he took over the powers of the Beyonder, had all of the villains transported back to Earth and now, all the heroes are his guests. Spider-Man says that they're not his pawns and he has to give that power up or he'll place everyone on this planet in grave danger because he is just another disturbed human being who can't control his powers. Doom tells him he lies and asks all of the heroes which one of them has ever wanted to give up their superpowers. Spider-Man states he himself has and he learns from time and time again that with great power, there must also come great responsibility. Doom says that this power and responsibility is his destiny. He then states that he grows tired from this bothering from the wall-crawler. The Lizard then loses control and runs towards Doom to attack him. Spider-Man tells him to stop but is too late as Doom has a running portal go towards the heroes and the portal instantly has every hero disappear. Doom states that he promised Ben he won't harm them and he kept his word.

Meanwhile, in a desert in the planet, the heroes are transported to that place and Spider-Man realizes they're over fifty miles away from New Latveria. All the heroes state that they should just quit, now that Doom is as powerful as a god. But then, Spider-Man states that they can't quit and they have to fight. All the heroes then immediately change their minds and decide to fight. But Iron Man states that by now, Doom is probably reading their minds. The Human Torch asks what's he going to do - drop a mountain on them or something? Suddenly, the top of a mountain nearby the heroes suddenly levitates and hovers above the heroes. The Black Cat cries out that they should run but are too late as the mountain on them drops on them.

Back in Doom's castle, he watches from a window he created and sees that the heroes are under that mountain. He giggles in triumph and says farewell to them, disintegrating the window and assumes the heroes are dead. Ben then comes and asks what he did to the heroes. Doom states he doesn't know or they could be hiding under a rock. He then tells Ben to leave him alone and he must rest, as he grows tired of his newfound powers and must rest.

Back in the desert, Spider-Man's voice calls from under the mountain that they can't keep this mountain on collapsing on them forever and they need to make one solid effort. He says to push and all the heroes immediately come out of the mountain. The Lizard then nearly collapses and Mr. Fantastic states they won't be able to take on Doom without rest. Spider-Man asks the Lizard if he still has any energy and the Lizard states he does. The Black Cat asks if they rest or not, how can they fight a titan. Spider-Man then looks at all the heroes who are resting and says in his mind that this is all his fault that he placed the heroes in the mess. And now, he has to get them out as he swings off to get back to New Latveria.

Back in New Latveria later, as Ben wonders his castle, gremlins then appear out of nowhere to him and he changes into the Thing to fight off against them. Meanwhile, the gremlins seem to be coming out of Doom as he sleeps. Back with the heroes, they then see the gremlins coming towards them. Back in Doom's castle, Spider-Man arrives to find the Thing fighting off against the gremlins. The Thing then asks the wall-crawler where these creatures are coming from. Spider-Man then sees Doom sleeping and the gremlins are coming out from there. He then kicks Doom off his throne and wakes him up, thus stopping the gremlin-making process. Doom then asks in anger towards Spider-Man on how dare he would kick him off. But before he can continue, Spider-Man interrupts him and shows him the gremlins that he created while he slept, thus giving Doom the point on why he can't control the Beyonder's powers. Doom says that he lies and whatever the creatures are, he can vanish them with a mere thought. But as he tries, he is surprised in fear on why it's not working. Spider-Man tells him the gremlins are from his troubled, unhappy mind. They're his nightmares made real. The Thing then tells Doom, as he fights off the gremlins, that Spider-Man is right - the Beyonder's powers are going to kill him from inside. Doom then calls the Thing a simpleton and tells him this is what he wanted all his life - absolute control. When Spider-Man came in to attack Doom, he then uses his powers to grab Spider-Man and have him go against a wall, with him having a hard time to breathe. The Thing then charges in to stop Doom to stop him as he pleads him. He then uses the Thing with his powers and throws him back behind him next to his throne. All the heroes then arrive in and Doom asks them if they had come to bow down before him. Captain America states he doesn't think so. Doom states it disappoiting and uses his powers to hold down the heroes and also have them not breathe. Doom then states that this planet isn't big enough for all of them as he prepares to kill the heroes. But the Thing then sees Doom's elemental splitter and says that Doom is right - this planet isn't big enough for all of them as he fires the splitter towards Doom and it separates him from the Beyonder, knocking Doom unconscious and the Beyonder states that it is over, having all of them disappear before a blink of an eye.

The heroes then find themselves floating around in space on top of a big chess board with Doom on the other side, laying in defeat and Storm asks where they are. The Beyonder then appears and says that the heroes have won and all of them will go back to Earth with no memory of any of these events. The Thing then sadly asks if he's going to lose the ability to change into Ben Grimm. The Beyonder answers that is correct and all must be exactly how it was before the villains and then heroes arrived. The Thing then states that easy come, easy go. Mr. Fantastic then tries to comfort the Thing. Spider-Man then asks the Beyonder that all that for nothing. Storm then says that it wasn't for nothing. She doesn't know anything about who the Beyonder is, but she knows who the heroes are - heroes to the core, and in this war, they acted wonderfully. She then says goodbye to him as the Beyonder transports the heroes back to Earth and then Doom. Spider-Man is the only hero left with the Beyonder and states that this was all a set-up - he doesn't believe that Doom really controlled his powers. He could have easily killed the heroes if he wanted to. The Beyonder only allowed him to think he did. The Beyonder said that is correct. Spider-Man then asks why are they playing this game. The Beyonder answers that he needed to make sure that Spider-Man is worthy to be the leader of the real task at hand. Spider-Man is surprised that there is another task that is real unlike this war. The Beyonder then tells him he will show him the real dangers as they both disappear.

Spoilers end here.

[edit] Cast

[edit] Trivia

This saga represents the last appearances of Dr. Octopus, the Red Skull, the Lizard, Storm, Captain America, Iron Man, the Black Cat, Blade, Morbius and Mirium.
This saga represents the first and only appearances of the Fantastic Four and Dr. Doom.
This saga represents the first appearance of the Beyonder.
This episode was used by My Way Entertainment (makers of The Juggernaut Bitch!!) in their parody "The Fellowship of the Lube."

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Category: Spider-Man: The Animated Series episodes