Castle of Illusions is the 4th episode of Spider-Man's arc in Marvel: All New, All Different Chronicles.


Featured Characters

  • Baxter Institute students
    • Spider-Man / Peter Parker
    • Wave / Michelle Cage Jones (first appearance as Wave)
    • Falcon / Sam Wilson (first appearance as Falcon)
    • Skynet / Carlie Cooper (first appearance as Skynet)
    • American Knight / Randy Robertson (first appearance as American Knight)

Supporting Characters

  • Golden Jaguar / Felicia Hardy (first appearance)
  • Mr. Fantastic / Reed Richards
  • Invisible Woman / Susan Storm
  • Edith
  • S.H.I.E.L.D
    • Nick Fury
    • Maria Hill


  • Black Order
    • Thanos (first appearance) (hologram only)
    • Mysterio / Quentin Beck (first appearance)
      • Elementals
        • Molten Man (first appearance)
        • Hydro-Man (first appearance)
        • Cyclone (first appearance)
        • Sand-Man (first appearance)
    • Purple Man / Zebdiah Kilgrave (first appearance)
  • Oscorp
    • Norman Osborn
      • The Goblin

Other Characters

  • Aunt May
  • Black Bolt (mentioned only)
  • Sally Avril (mentioned only)
  • Glorian (mentioned only)
  • Unnamed Baxter Institute Students
  • Stan Lee[1]
  • Midtown High
    • Harry Osborn
    • Raymond Warren (mentioned only)


In Attilan, Peter Parker / Spider-Man is having some friendly training with his Inhuman friend Felicia Hardy / Golden Jaguar before heading back to the Baxter Institute to analyse element-based chemicals with Michelle Cage Jones while under Susan Storm's supervision. Elsewhere, Norman Osborn is viewing some weapons and devices being built Oscorp while assuring his son Harry that Midtown High will remain on track, despite the accusations Raymond Warren is facing for Sally Avril's condition[2] and more students joining Baxter Institute[3]. Suddenly, the Oscorp facility is attacked by Molten Man and Hydro-Man, two elemental alien monsters sent there by their creator and master: a super-powered individual in service with an shadowed dark lord.

Detecting strange anomalies in the chemicals, Peter and Michelle are soon alerted of the issuing chaos and suit up as Spider-Man and Wave (a superheroine with Water-bending powers) respectively for battle, with Sam Wilson, suiting up as Falcon, joining them as well. They defeat the monsters, who disappear in the form of drones. Recognizing the technology, Spider-Man learns that this is an scheme by Mysterio, an master of trickery and illusions and the first villain he fought against in his first six months as a superhero. Through a destroyed drone, they also overhear that Mysterio is also in service with an alien warlord who had sent him and another lieutenant who is masquerading as a Oscorp executive. Overhearing this, Carlie Cooper and Randy Robertson suit up as Skynet and American Knight respectively and go investigate. While the two go underground, American Knight and Skynet also dispatch bee-sized drones to spy on Osborn and the Oscorp executives during their reunion. Skynet sees that one of the executives, Zebdiah Kilgrave, is secretly accessing Oscorp's files while contacting Mysterio about their master's orders. Once the Oscorp executives' reunion is finished, Kilgrave (later changing to his metahuman form of Purple Man) gathers with Mysterio in the building's underground store, where their master, the Mad Titan Thanos, orders them to obtain Osborn's formulas, and destroy anyone who stands in their way.

Also overhearing the conversation, Spider-Man, Wave and Falcon gather with Skynet and American Knight outside to discuss the plan. Under Director Nick Fury's suggestions, Spider-Man, Wave and Falcon remain after Mysterio and the Elementals, while Skynet and American Knight intercept Purple Man in a nearby facility where Osborn had his chemicals stored. Through the scientific knowledge about elements, Spider-Man, Wave and Falcon devise several strategies to overcome the Elementals and destroy them one by one before confronting Mysterio himself in his lair. Skynet and American Knight infiltrate the Oscorp facility while remaining hidden from the Outriders and Chitauri summoned by Purple Man to be his back-up, and destroy as many chemicals as possible before Purple Man can teleport them to Thanos' warship. After defeating and destroying Hydro-Man, Wave finds footage of Mysterio's database, revealing his identity as Quentin Beck, a former Oscorp engineer who was fired by his executives for the unstable nature of his powers, leading others to deduce that Mysterio is also serving Thanos in exchange of more power to take Oscorp for himself. Meanwhile, Reed Richards / Mr. Fantastic and Invisible Woman receive Spider-Man's message about Mysterio before an Outrider/Chitauri hybrid appears to attack Baxter Institute until it is mauled by Golden Jaguar, who was alerted of the situation after Sandman was sent to attack Attilan. Right after Molten Man, Sandman and Cyclone are destroyed, Mysterio decides to trigger the Ultimatum: to convert the Oscorp facility into a gigantic beast machine and send it ahead to the main building, despite not being according to Thanos' orders.

The monster begins walking towards the Oscorp building while terrorizing the city with the heroes working hard to keep it away from the citizens. Taking advantage of Mysterio and Purple Man arguing over the former's defiance of their plan, Spider-Man, Golden Jaguar, Mr. Fantastic and Invisible Woman attack them while Wave and Falcon reach the heart of the monster and American Knight and Skynet contend with the Outriders and Chitauri. Osborn attempts to bomb the area to stop Mysterio and Purple Man regardless of the innocent lives at risk, but is foiled by Fury's second-in-command Maria Hill to ensure he will not make another mistake. Wave and Falcon crush the monster's heart, killing it, while Skynet teleports the Outriders and Chitauri to far away from the planet. Mr. Fantastic and Invisible Woman defeat Purple Man, forcing him to retreat, while Spider-Man and Golden Jaguar defeat Mysterio and destroy his helmet, exposing him to the public. As Mysterio is taken to S.H.I.E.L.D. custody to be interrogated about Thanos' plans and Osborn faces accusations for his indirect involvement with the incident, Peter vows to be ready to contend with whatever threat both Osborn and Thanos will unleash as he continues his studies at Baxter Institute with his friends while Felicia goes visit the Glorian in Pegasus Z for his art teachings, and gently tells Peter she will "tell Sally he said Hi". Susan confesses herself impressed to see that Peter has many interesting friends, to which Peter remarks: "And that, like other things you know about me, is no illusion.".

Voice Cast


  1. shown fixing a machine in Baxter Institute before Michelle Cage Jones tests it. When the machine works well, Lee asks: "Did it work?". This quote is taken from the 2011 film Thor
  2. since previous episode
  3. since A Better Genius
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