- Mary Jane Watson
- Harry Osborn
- Aunt May Parker
- Wong (Only appearance)
- Doctor Strange (Origin revealed) (Final appearance)
- Anna Watson (First appearance)
- The Ancient One (Only appearance) (Only in flashback)
- Mary Parker (First appearance; illusion)
- Richard Parker (First appearance; illusion)
- Madame Webb (First appearance) (Cameo)
Mary Jane is missing, and her distraught aunt blames Peter for her disappearance. As he anxiously searches for her, he sees a small band of masked, costumed marauders flying through the night. He follows their path to a brownstone with an unusual round window.
Doctor Strange's manservant, Wong, sits in meditation in the upper chamber when the ninjas attack. He is outnumbered, but Spider-Man arrives in time to offer some help. The attackers have super-strength, enough to break his webbing with ease, and when he pulls the mask off of one who has seized him, he finds Mary Jane! She and the band of ninjas turn on him and pin him to the wall with beams of energy from their eyes.
He is rescued by Doctor Strange, who sends the ninjas away before they can steal the Wand of Watoomb, a mystical artifact in his keeping. Strange tries to convince him to stay out of this fight, but Spidey pursues the fleeing figures and traces them back to the Center for Reunification. Magical shields prevent him from entering, and an image of Strange warns him again that this situation is out of his league.
As it turns out, the Center for Reunification is a sham religion run by Strange's enemy Baron Mordo, who magically controls his followers without their knowledge and uses illusions of their lost loved ones to compel them to stay. Mary Jane is one of his devotees. He seeks the Wand of Watoomb to free his master, the evil Dormammu, from his prison in another dimension. When Spider-Man comes to investigate in the guise of Peter Parker, Mordo shows him a happy vision of his parents, making him into one of his bewitched followers.
With Spider-Man assisting them, Mordo's minions easily defeat Wong and Doctor Strange and steal the Wand of Watoomb. Strange is able to free Spidey with the Eye of Agamotto, and he joins Strange and Wong in their assault on Mordo's stronghold.
Strange and Mordo engage in a magical duel while Wong and Spider-Man deal with Mordo's followers. Spidey steals back the Wand of Watoomb, forcing Mordo to call on Domammu for more power. He forces a stalemate, which inspires Spider-Man to jump impulsively through the portal into Dormammu's realm, carrying the Wand. Mordo's spells begin to wreck the building and he flees; Strange runs to the aid of Spider-Man and, through a combination of wits and magic, they evade Dormammu and escape back to the real world.
Mary Jane is reluctant to believe that the loving, gentle father she saw was just an illusion, so Doctor Strange must show her the harsh truth. Just as she starts to understand, Dormammu pulls her through the portal into his realm. He will try, Strange explains, to turn her to his side, but when Dormammu appears to her as her father, Mary Jane finds the strength of will to reject him. He casts her out in disgust. Strange uses his magic to close the portal and teleport them away.
Thanks are exchanged all around, and Doctor Strange is about to declare their work done when he has a sudden sensation of being watched...