This week, New York City’s under a mystical attack and only Spider-Man, Iron Fist and none other than the Sorcerer Supreme himself can help stop it.

Instead of starting on a villain fight, we start on what appears to be a pretty normal morning for Peter Parker as he wakes up for school. Apparently he was up all night fighting evil in the “city that never sleeps”, and he tells us this by narrating it in his bathroom mirror. But something’s amiss, and Peter snaps awake to realize- He has six arms, like a real spider. Before he can figure out what’s going on, Aunt May comes in- only she has a spider’s face. Peter is horrified and doesn’t know what to do. Suddenly, Iron Fist comes tearing into his room and punches him out the window. He wakes up to find himself in school, Danny sitting next to him. He seems to know all about Peter’s dream, because he can do something called “dream-walking.” He was able to pull Peter out of his dream, but can’t do the same for everyone else yet- and by everyone else, he means the entire class, the rest of the team included. “You’re gonna say something weird and forboding now, aren’t you?” Peter says to Danny. “Dreams are the window to the soul. Someone’s slammed them shut.”

Apparently the entire city of New York is totally asleep, including SHIELD. Peter thinks that something mechanical or scientific is at work, but Danny, who has training in mystical combat, says that this attack has all the signs of the supernatural. As they speed through the sleeping city, Danny tries to convince Peter that otherworldly forces have caused this and Peter can’t quite let it go. “I’m sorry, you were saying something ridiculous about magic?” But Peter remembers when Uncle Ben used to do magic tricks for him, reminding him to never stop believing. But in the present day, Peter rebuffs it as “kid’s stuff.” “Tell that to the Sorcerer Supreme.” Danny warns.

They stand outside a broken-down warehouse. “The greatest wizard of all time lives here? Did he cast a forget-to-pay-the-rent spell?” Peter quips. “Don’t call him a wizard, he’s a doctor.” says Danny. Peter walks forward, only to realize the warehouse is now a creepy gothic mansion in disguise. But he’s still skeptical, saying that it’s just a cloaking device. Inside, they’re surrounded by seemingly mystical items. Peter jokes that just because he put a box on a pedestal, doesn’t mean it’s magic. He opens the box and huge tentacles come swarming out, and Peter and Danny are forced to fight them back in. “Do not touch anything else. One crisis is enough.” says none other than the Sorcerer Supreme himself, Doctor Stephen Strange.

Danny says that it was Strange’s training that helped him get rid of the spell and that he was able to find Peter. Strange says that Peter’s spider-sense acted as a sort of mystical beacon for Danny to latch on to. But Peter is still unsure of Strange’s abilities. “What number am I thinking of?” Peter asks. “You’re not thinking of a number, you’re thinking of flapjacks.” Peter can’t seem to argue with that. Strange says that this city-wide spell was caused by a demon named Nightmare, who calls himself the “King of Dreams” and was trapped in the dream dimension. He was able to break through into the human world and cause everyone to fall asleep and live their worst nightmares. That energy is feeding Nightmare. “My nonsense is tingling.” Peter says. “This is the best you could do?” Strange asks Danny. “A dull blade may make an excellent hammer.” Danny says. “I heard excellent and dull, am I offended or not?”

“To fulfill your destiny and save mankind, you must do the impossible. Close your mouth and open your mind.” Strange says to Peter before sorcerering the heck out. He transforms into his really excellent Doctor Strange costume, complete with giant cape, and transports Danny and Peter into the dream dimension. The dream dimension looks like one might expect- totally whacked out and out of control. Strange warns Peter to stay on the path, but he’s already stuck his head in a dream-door. The dream appears to be Ava’s, and she’s having a nightmare about taking a billion-page final for a class she hasn’t been to all semester, while Coulson screams at her that she’s failed. Peter tries to help her but Strange says that Ava’s dream-self cannot see or hear him.

The rest of the team is doing just as badly- Luke is having a nightmare about struggling to hold up a building to save his captured teammate’s, and Sam is having a nightmare about, well, bunnies. “Who knows what lurks in the dark.” Danny intones. “I know it ain’t bunnies.” Peter says. But Peter agrees to hold off the rest of his magic-bashing, mostly because he can’t explain ANY of what he’s just seen. Before they can go on, they’re stopped in their tracks by Nightmare himself, who rides atop a creepy black horse. “I caught you and the good Doctor sleeping on the job.” he says. “Your world belongs to me, now.”

Nightmare attacks the team with creepy ghost-like wraiths and Strange strikes back with a mystical red chain that splits his sword in two. Danny warns Peter that if they lose the battle in the dream dimension, they’ll be lost forever. “No losing! Got it!” Strange is getting his mystical butt kicked by Nightmare, and all of his powers seem to be useless against the dream demon. But Peter has enough when the villain tries to crack wise. “You’re creepy as all heck, but your jokes? No way.” He webs Nightmare and his horse. But the villain is too powerful. “You are weak, Strange, to align yourself with children. This is the eternal night. My world, my rules!” With that, Nightmare transforms his horse into a giant spider. Strange shields Danny and Peter from attack, but won’t be able to hold out with just force alone. “Everyone in this realm and the next is under my protection. I cannot afford the luxury of fear.” Peter’s pretty impressed. Strange is able to kill the spider with his powers, but says that they must stay together-when Peter and Danny have already disappeared.

Danny and Peter have gone through Danny’s nightmare door and entered a snowy Tibetan pass. “This is where I was given the power of the Iron Fist.” Danny has an encounted with Shou-Lao, the dragon he had to defeat in order to get his powers. But here, his powers don’t work, and the dragon tells him that he is unworthy of his gifts. Peter tries to tell him that he’s the most honorable, deserving guy he knows, but Danny’s always had a fear that the gift was a mistake. He tries to talk Danny out of it but is knocked back through the door. On the bridge, Strange is fighting multiple copies of Nightmare with a mystical sword. But Nightmare begins to play upon Strange’s own fears, that he has no magical powers at all, turning him into a literal fraud, a powerless magician. “There is no magic, right Spider-Man?” Nightmare taunts. Strange begs him to believe, now that he can no longer fight Nightmare.

Nightmare is surprised that Peter is the land one standing, because he’s not a true believer like Danny or Strange. “Take your best shot!” Peter says, ready to fight. “Shot? Perfect choice of words. Reminds me of someone you once knew. A man who believed in you and was punished for that faith.” Peter turns around to see Uncle Ben walking out of their house. Peter’s worst nightmare.

“Your greatest fear, your greatest failure. Back to haunt you forever.” But Peter seems to be overjoyed at the chance of seeing his uncle again. This seems to confuse Nightmare, and he insists that Uncle Ben’s death should haunt Peter forever. “This is your greatest fear!” Unvle Ben looks at him. “Yeah, you said that.” Peter tells Nightmare that this isn’t his greatest fear in the way that Nightmare considers fear- he’s taken responsibility for his Uncle’s death and lives with it every day by helping people as Spider-Man. “Thanks, Uncle Ben. I miss you.” Uncle Ben hands him his mask and Peter goes to lay down some hurt. “That’s your greatest fear, isn’t he.” he taunts to a severely diminshed Nightmare. “Sorcery may be real, but nightmares? Once you face them, they have no power at all.” Once this is said, Strange regains all of his powers, pleased that Peter learned something after all.

Strange uses his powers and Peter is able to wake everyone up to face their fears, including Danny. “I earned the Iron Fist. I earned that power through my actions, and no one can take that away. Not even you.” Danny clobbers Shou-Lao and rejoins Peter and Strange. Together, they all combine their powers to send Nightmare back to his own dimension. At the Sanctum Sanctorum, Strange thanks Peter for his help. Peter asks if Nightmare is gone for good. “No, there will always be nightmares. It’s part of who we are. Speaking of which, ever had the one where you had to get back to school before anyone knew you were missing?” With that, Danny and Peter rush off.

At Midtown High, Ava, Luke and Sam discuss the day’s events, or lack thereof. “We all remember having weird dreams, but we don’t remember falling asleep, or waking up?” They turn the corner to find Danny and Peter asleep in a classroom. Sam tries to write on Peter’s face, but is stopped by his worst nightmare- a bunny. He runs off screaming and Peter smirks.

Readers, I love Doctor Strange. I really do, and I wish Marvel would show the guy some more love. I don’t know if it’s audience resistance to a magic-based superhero or something, but the Sorcerer Supreme definitely deserves a little more recognition. And he had a great debut here- voiced by Jack Coleman of “Heroes” and “Vampire Diaries” fame, the show treats Strange and his powers, which, admittedly, come with some pretty funny names, are treated very seriously, with Peter as the audience-stand-in skeptic. His character design was great, although I did miss his trademark salt and pepper hair, and the design for the dream world was classic psychedelic Strange goodness. Referring to his team-up with Iron Fist was a great way to give Danny some development, much like what they did with Ava in “Why I Hate Gym.” Nightmare, on the whole, felt a little generic, but really, he was just a cipher for the big ‘lesson’ in this episode.

This episode was really solid, mostly because it had a great story and didn’t rely on too much slapstick or jokey cutaways. When the humor is verbal on USM, it’s very good. On the other hand, Uncle Ben’s character was kind of a walking inspirational quote machine, which is a shame, since we know how good the character can be, like in the new Spidey reboot, The Amazing Spider-Man. But I liked how Peter’s “nightmare” was immediately treated as anything but- Peter is happy he gets to see his uncle again and immediately knows what he needs to do. Great Power? Great responsibility. Not too shabby, USM.

(Now who can I talk to about a Defenders cartoon?)

If you missed the previous episode be sure to read our ‘Ultimate Spider-Man: Me Time’ recap to catch up.