When twilight sweeps across New York City, certain streets are taken over by a very special breed of predatory animal. It walks on two legs... and will do anything... if the price is right! Several men gather in an alleyway, some of them wearing gang patches. 'You'll pay us how much? Hey, who we gotta kill?' one of the patched men asks a man in a wide-brimmed hat. As the sun s down, the temperature drops, and the city's walking wounded huddle together for warmth, they are easy prey. 'Hey there, how would you people like to make fifty dollars apiece!' the man in the wide-brimmed hat calls out to several homeless people who have gathered around a barrel of fire for warmth. 'I could'na heared that right!' one of the homeless exclaims.
Within an hour of dusk, the city is aglow with an electric radiance. But here and there amid the bright light, there are dark shadows...and tonight, darker men. The man with the wide-brimmed hat lights a cigarette and announces that his organization needs men, lots of men, and money is no objective. To those without cares, without morals, without hope... the offer is irresistible... almost magically so.
'You walked us halfway across town!' one of the homeless people calls out as they gather before a well-lit house that a man directs them to. 'Yeah. We didn't expect no nature hike. When we getting paid?' another asks. 'Soon. You'll get what's coming you... in there' the man in the wide-brimmed hat declares, pointing out that house.
Inside, men in green robes walk about, while an unshaven man wearing dark glasses looks around. 'Yes, you will do fine!' one of the men in the robes tells him, while he decides that it looks like half the gangs in town are here. 'Yo, Ridin' Hood! What kinda scam is this?' the man in the glasses calls out to one of the robed men, who announces that all will be clear when the master arrives. 'Master? That cuts it! You can preach all you want to these bums, but I'm not buying!' the man in the glasses exclaims. 'You cannot leave' one of the robed men tells him, and several of them grab him. 'Leggo ya creeps! You can't -' he begins, when suddenly, a large bat swoops down from overhead. 'Behold – your new master!' one of the men in the robes calls out. 'Huh? That's a bat' someone points out. The new arrivals freeze in dis-belief as the bat swells and grows, and assumes the form of a man! The bearded man stands before everyone and remarks 'This is to be my new army, eh? Well, I have commanded worse rabble, I suppose'. He addresses those before him as vermin and tells him that they are his now. 'None can resist the power of Dracula!' he exclaims.
Meanwhile, in a modest house in Leonia, New Jersey, a most unusual woman finds that her evening has suddenly been interrupted by an even more unusual visitor. Wanda Maximoff a.k.a. the Scarlet Witch looks up from where she lies on a rug, reading, as the astral form of Dr Stephen Strange apppears before her. 'I have need of the Scarlet Witch!' he announces to her. Slightly surprised, Wanda greets Doctor Strange, who informs her that he has willed her to see and hear his ectoplasmic astral form. He adds that Wanda holds knowledge that must tap. 'I do? But Doctor -' Wanda begins, reminding him that she is just a novice when it comes to the mystic arts, even as an Avenger she relied more upon her mutant powers than on any magic she might have learned. 'Be that as it may, my conjurations have led me here, to you!' Strange declares. Dr Strange tells Wanda that he seeks a book, a book of such latent sorcerous power that it has frustrated all his attempts to locate it, and in desperation he wove a spell to locate the person who last possessed it. 'Tell me... what do you know of the Darkhold?' Strange asks.
Wanda looks nervous and tells Strange that she wishes she had never heard of it, and adds that she had the book last, though she hardly possessed it – things were more the other way around. Wanda explains that by the power of that cursed book, she was possessed by the demon Chthon, and barely escaped with her soul. Wanda gets to her feet and remarks that it took the combined wills of the Avengers to free her, and afterwards, she made sure that the Darkhold would never again fall into unwary hands. Strange asks Wanda where the book is, as he must have it. 'You can't be serious!' Wanda responds. 'Just coming in contact with the Darkhold is dangerous – even for as mighty a sorcerer as you!' she tells Dr Strange, who replies that it is a risk he must take, as he has reason to believe that the Darkhold is being sought by a cult under the dominance of the vampire-lord Dracula. 'But he's just a legend' Wanda replies. 'Would that he were – but in truth, he exists' Strange declares, adding that he if he does not lay his hands upon the Darkhold, then Dracula will, no matter where it is hidden.
'But how? It's locked away in a secure vault in Avengers Mansion! He couldn't possibly -' Wanda begins, as Dr Strange's astral form phases through a window, and tells Wanda that he has learned the hard way never to underestimate Dracula. Strange informs Wanda that he will meet her at Avengers Mansion within the hour and asks her not to fail him. 'The Darkhold must be neutralized!' he declares. Wanda gazes out the window. 'Neutralized! I didn't think that possible' she tells herself, before deciding that if anyone could do that, she supposes Dr Strange would be the one. But she still has an awful feeling of foreboding about it.
That moment, at 890 Fifth Avenue, New York City – Avengers Mansion. Edwin Jarvis answers the telephone, 'Hello? Why, good evening, Mistress Wanda! Why, no... I haven't noticed anything amiss...' Jarvis tells the Scarlet Witch, while examining a wine glass. 'Thank Heavens' Wanda replies, before informing Jarvis that she will be leaving here shortly, that Dr Strange will be dropping by the Mansion later, as her guest. She tells Jarvis that she would appreciate it if he would tell whoever is on monitor duty tonight to pay special attention to their security net. 'As you wish, Madame. But I assure you, there's nothing out of the ordinary going on around here!' Jarvis tells the Scarlet Witch, as the astral form of Dr Strange soars past him, unrestrained by the physical world, the sorcerer's invisible astral body slips through the walls of the Mansion pantry, and descends through layer after layer of super-reinforced concrete, undetected by one of the most sophisticated security systems known to man.
In an instant, Dr Strange passes into the ultra-secure Avengers meeting room, two levels beneath the Mansion. Dr Strange looks at a section of a wall, which he notes that appears to be another array of computer panels, but by the all-seeing light of his amulet, it stands revealed as a camouflaged vault. 'Ingenious!' Strange decides as he passes into the vault, where lies the Darkhold. Strange is pleased that it is undisturbed, so he seems to have found it in time. Strange waves his hand and the Darkhold opens, while he recalls that even the Ancient One, his late mentor in the mystic arts, spoke of this lost tome and its demonic author in hushed tones. As the pages turn, Strange hopes that he might find what Dracula seeks. Suddenly, he looks concerned, 'By the Vishanti! No! What these words reveal... it is unspeakable!'
Back on the West Side, the man in the wide-brimmed hat stands outside the door to the building, while inside, someone exclaims 'Yes, my Lord! The psychic surroundings we took from our servants, before they met death, have given us positive verification. The Darkhold must be in Avengers Mansion!' Dracula and several men in green robes, as well as a man in a yellow jumpsuit stand around a table with several photos and articles laid out. 'And where are these Avengers?' Dracula asks, adding that he doesn't want to again face the power of Thor – not until the Darkhold is firmly in his grasp. One of the robed men tells Dracula that their last report placed Thor in Chicago, and their agents tell them that all other Avengers, save the one on monitor duty, are out of the city. 'You expect me to trust the reliability of your agents? They could not even supply us with a floorplan of this Avengers Mansion'. Another of the robed men tells Dracula that all the pertinent architectual drawings were classified top secret by the Federal Government, but that they have been quite fortunate to acquire a new source of information.
'Who is this yellow-clad clown?' Dracula asks about the man in the yellow jumpsuit. One of the robed men explains that he is an operative of a subversive group known as Advanced Ideas Mechanics, or, rather, a former operative, as he is now under their control. 'Speak! Tell us of Avengers Mansion!' the robed man instructs the former AIM agent, who replies that no one knows the exact layout, but they have detected two subterranean levels, and a submarine pen that reaches to the East River. 'Indeed?' Dracula replies, before telling his cult to prepare for the assault, as they move out now.
Moments later, Dr Strange's astral form returns to his Greenwich Village sanctum, telling himself that he has arrived none too soon, and that he must rejoin his physical body within, while a shadowy figure approaches his home. Inside, Wong holds a cup of tea out to Sara Wolfe, and tells her that it will help her relax, as she sits slumped over, and replies 'Relax? That's easy for you to say! You've worked for Doc a lot longer than I have. How am I supposed to relax – when Doc's doing his out-of-the-body number to find some book before Dracula – Dracula, mind you – does.' Sara adds that here she was thinking she was getting used to all this weirdness. Doctor Strange, back in his physical form now, and remarks '“weird” it may be, Sara, but worry will not improve things'. 'Oh! You're back...' Wong states, before Dr Strange asks Wong to see to the door. 'The door? But nobody's knocked...' Sara points out, as Wong goes over and opens the door, Dr Strange tells her that there is no need for anyone to knock, now. 'Good evening, Mr King' Dr Strange greets the shadowy figure at the door. 'How did you know -?' Sara asks, to which Dr Strange explains that his astral form spotted Hannibal King outside.
Dr Strange asks Hannibal if there is any more word on the Darkholder Cult. Hannibal replies that there is nothing new, and, what's more, his contacts who thought they'd seen the cultists in the city have disappeared – and they are not the only ones. Hannibal explains that the streets are quiet tonight, perhaps a little too quit, like every bum and lowlife suddenly vanished. Hannibal wonders if he has been a detective too long, but that something out there doesn't smell right to him. Dr Strange agrees, and states that something is afoot, before announcing that he has made some progress, for he has located the Darkhold. 'That book you think Drac's after? Great! What's our next move?' Hannibal asks. 'That's what we must discuss' Strange replies, before asking Hannibal how long he has been a vampire. They walk into another room and Hannibal replies that it has been four going on give years. 'But like I told your secretary, Sara, I never sank my teeth into any living thing!'
Dr Strange starts to tell Hannibal that he believes him. 'That is why... eh? That light!' Dr Strange exclaims as a blinding light glows ahead of them. It comes from Strange's Chamber of Shadows and he knows that can mean but one thing. He enters the room, and tells Hannibal to get back, as the light of the Orb of Agamotto is as painful to a vampire as the sun itself. Hannibal shields his eyes from the light, while Strange approaches the orb which hovers over its case. Strange announces that he keyed the orb to react to any major mystic disruption of a vampiric nature. He wonders if perhaps it has at last detected where their foes are bound. He looks into the orb and gasps 'Oshtur preserve us!' as he sees Avengers Mansion depicted in the orb.
From out of Central Park and across Fifth Avenue, a mesmerized army of the night sweeps towards the Mansion. 'For the glory of Dracula...attack!' one of the robe cultists cries out, as the homeless and the derelict race towards the Mansion. They are accompanied by a writhing carpet of grey – all the vermin of the Earth are Dracula's to command! The horrid rats scurry about towards the Mansion, when suddenly, as the entranced mob batters at the door, steel detention coils writhe up from the Mansion's defense system and ensnare the first arrivals. Those who follow find themselves trapped in a titanium web net. But still, the living tide rushes on. 'Strike for Dracula!' one of the robed cultists cries out, as they smash their way through the front door and into the foyer, where the first wave is rendered unconscious by automatically activated stun beams. But that line of defense soon falls to tooth and claw, as the rats bite and chew at the mechanisms, and the army of the night surges ahead.
Jarvis looks at the mass approaching him, 'That Avengers Mansion might fall to rabble such as this...it is unthinkable!' he tells himself, deciding that they shall not pass him without a fight, he stands his ground, when suddenly, a hand reaches out to him and pulls him aside – it's Monica Rambeau a.k.a. Captain Marvel. 'No offense, Jarvis, but I think I'm a little better qualified to handle this!' she tells him. 'Oh... Captain Marvel!' Jarvis gasps. Monica instructs him to take the elevator down to the lower levels and seal off the classified sections from the rest of the Mansion, while she deals with their visitors. Monica turns to the horde and tells him that she is sorry to say, but the last time she saw faces like theirs, they were on Mardi Gras masks. 'I bet you're not going to listen to reason, right?' she adds. The mob rushes forward, Captain Marvel stands her ground, thrusting her palms out before her, she releases a small amount of her body's awesome energies.
Meanwhile, high above the Mansion, Dr Strange arrives, floating down with Hannibal King. 'There must be hundreds of them...and there does not appear to be a single Avenger present! It is up to us to stop them' Dr Strange declares. Hannibal tells Dr Strange to handle the magic stuff, while he gets physical with those jokers. He leaps to the ground, and lands amongst the horde. Dr Strange casts energies about, 'Wheel of Bromagdon – power of the sage – entrance now this rabble and silence their rage!' he casts, but the zombie-like masses stare up at him, 'You cannot halt the army of the night, sorceror! Their minds have already been captured by the master of us all!' one of the cult members declares. Dr Strange knows that the cultist speaks the truth, as the men below are so mesmerized as to be practically mindless. Strange knows he will have to try a different tack, and quickly raises a shield. 'Demons of Denak!' he gasps as a blast strikes the shield and instant later.
'Had I been an instant slower in detecting that bolt of bedevilment, I would never have been able to conjure up the proper shielding spell in time' Strange tells himself, wondering who cast it, when he sees one of the cultists holding a staff anfd some sort of talisman. The cultist informs Dr Strange that their staffs are for more than mere ceremony, as they serve as a focus for their ever-growing might. The cultist adds that before this night is over, they shall be tapping the full power of the Darkhold itself! As Hannibal King is pulled back by the army of the night, while Strange tells the cultist that he presumes too much. 'To use the Darkhold in such a manner first requires that you possess the Darkhold, and that, I shall not allow!' Doctor Strange boasts, casting energies into the crowd, while Hannibal encourages him. 'Let 'em have it!' Hannibal shouts. Dr Strange proceeds to cast a spell: “Let the All-Seeing power o'ercome thye obscene, in this desperate hour with the Flames of Faltine”! With that, green energy darts about the cult members, and Strange tells himself that, as with most cults, their power is mainly derived from their numbers, and so their power dwindles as each one falls. He wonders where the architect of this madness is. 'Where is Dracula?'
Just over a mile away, a dark form climbs high into the air above the East River – then plunges into fetid waters. Beneath the waves, the Vampire-Lord again assumes his true form, and swims swift powerful strokes that carry him to the river bottom – and the great sea-door which he seeks. It stands before him, a large “A” printed on it. Long, talon-like fingers claw at the juncture of the huge steel doors. And then, with a strength greater than that of twenty mortal men – Dracula forces the doors open, gaining access to the little-known underground tunnel is his and he swims forward.
Back in front of Avengers Mansion, the battle rages on. Dr Strange casts more mystical energy towards the horde, including the Crimson Bands of Cyttorak which he uses to block the door, preventing any further invasions into the Mansions, but he knows that the mob is costing him precious time. He calls out psionically to Hannibal, explaining that he needs a diversion. Hannibal is still struggling amongst the masses, and hears Dr Strange's voice inside his head, supposing that he should have known telepathy would be in the Doc's bag of tricks. Hannibal responds by using his own thoughts to tell Dr Strange that he hears him, and that he is doing the best he can, but that it seems for everyone ten of these bums that he flattens, twenty more show up as replacements. Hannibal pushes the horde off of him and tells himself that he also could use a diversion, wondering where the Avengers are when you really need them.
As if in answer, a late-model car suddenly executes a sharp u-turn in the middle of a fog-enshrouded Fifth Avenue and screeches to a halt outside the Mansion gates. The Scarlet Witch has arrived! Wanda examines her surroundings and is caught up in fog so thick that she cannot see more than a few feet in front of herself. But she realizes that from the sound of things, Avengers Mansion must be under siege. Reaching deep into her mind, Wanda calls upon her eerie mutant power to generate probability shattering hex bolts. The fog around Wanda begins to glow as she concentrates harder and harder. On the Mansion grounds, Dracula's enthralled mob surges on, paying little notice – until the Witch's power is suddenly violently unleashed. Against all odds, the air itseful churns and rushes back at the advance of the hex bolt, which pushes all of the horde aside. Scattered about like chaff in the wind, the men are stunned, confused – and in that moment, Dr Strange strikes! He lowers himself to the ground, and casts another spell: “Mists of Morpheus still this crew, that what they've wrought not start anew”!
Wanda rushes over to Dr Strange and asks him what is going on. Hannibal joins them as Dr Strange informs Wanda that Dracula has chosen to strike though these men. 'Your arrival was most fortunate' he adds. 'I'll say it was! But what's with you Avengers? Don't you at least post a guard at your place?' Hannibal asks. At that moment, Captain Marvel emerges from inside, dragging one of the cultists behind her. She announces that she would have been here sooner, but that she was busy inside. 'You wouldn't believe all the rats in there...mostly the two-legged kind' she adds, before asking Wanda who her friends are. Dr Strange introduces himself, and explains that Hannibal King is his associate. He tells Captain Marvel that they have been searching for the cultists behind this affair for several days now. Captain Marvel introduces herself as the new Avenger in town, and admits to coming across Dr Strange's name in the Avengers' files, and remarks that she didn't quite believe what she read, until now. 'What did this bunch want with us?' Captain Marvel asks.
Hannibal informs Captain Marvel that there is a book in the Mansion called the Darkhold, and the robed types wanted it for their boss, Dracula. 'Dracula? Look, this no time for jokes!' Captain Marvel exclaims. Wanda tells Monica that he is serious – apparently there really is a Dracula. Dr Strange points out that Dracula is conspicuous by his absence here, as he knows Dracula would have a personal hand in the taking of the Darkhold, but he is not among this mob. Dr Strange then asks if there is another way he could enter the Mansion.
Deep underground, three levels below the Mansion's ground floor, lies a secret submarine pen. Hewn out of the bedrock years ago, it has been so little used that the Avengers have all but forgotten about it. This night, it has become the weak link in their security, as Dracula rises from the murky water. 'The Darkhold is near... I can feel its power calling out to me!' he declares. 'Then it calls out in vain, monster' responds Dr Strange. Dracula turns to see the Sorcerer Supreme running towards him. 'Well...Doctor Strange. I suppose you flatter yourself by thinking you can stop me?' Dracula asks. 'I not only think...but I know! You shall not possess the Ddarkhold while I yet live!' Strange declares – from another direction. 'What? Another one?' Dracula asks, confused. 'And yet another!' Dr Strange announces as a third appears, the three surrounding Dracula on the pathway that runs alongside the water. Dr Strange warns Dracula that even if he has to re-create himself a hundred times over to stop him, he shall not hesitate to do so. 'You have no such power! This is but one of your sorcerous illusions! And such puny magicks will not keep me from my goals!' Dracula exclaims.
'Oh? Then what of this form of... magick?' Strange replies, as he raises his arms, and a blast of energy is released. Caught in this blast of concussive force, the Vampire-Lord is blown off his feet. Dracula arises, shaken and disbelieving. 'How...' he begins, as Strange stands over him, and points out that many are the powers of Doctor Strange. Suddenly, the second sorcerer gestures, and Dracula again loses his footing as the ground beneath his feet, defying possibility, begins to rumble and quake. Dr Strange grabs the stumbling Dracula, 'Now I have you, Dracula! And my grip shall not be broken!' Dr Strange declares, while Dracula thinks to himself that Strange's strength rivals his own, and wonders what manner of magic this is.
Even as the trio of identical mystics keeps Dracula off-balance, one level above, a fourth Dr Strange has been waging yet another kind of battle. He sits cross-legged and hovers before the Darkhold, which also hovers before him, glowing with energy. Dr Strange tells himself that the Darkhold's reputation is well-founded. No matter what spells he tries, the latent mystic energies in the book resist him. Dr Strange decides that, in a way, the Darkhold is alive, and fighting him. He thinks that there is an almost seductive sweetness to its power, but he knows he must resist. As the waves of malefic power wash over him, Dr Strange marshals every bit of his psyche to the defense, and as he does, his carefull conjured illusions of sight and sound begin to fade.
'Give it up, “Smiles”! You're not getting out of this one!' Hannibal King shouts, one of his arms wrapped around Dracula's throat. The Scarlet Witch and Captain Marvel stand nearby, as Dracula realizes that was not the voice of Dr Strange speaking to him, but the voice of Hannibal King. Dracula laughs and tells King that it was a very clever maneuver. 'You and your companions actually had me fooled for a moment!' he admits adding that it is not often that Dracula is so deceived. 'I shall see to it that you all come to regret this... in a very painful manner'. Dracula continues, telling King that by all means he should tighten his grip. 'Now that I know what I am up against, it will be all the more satisfying to... to...b y Chthon! Something is happening to the Darkhold! I feel its power lessening... seeping away! No!' Dracula exclaims, wide-eyed. With a single, swift turn, Dracula rips free from King's hold, and sends King careening directly into the path of the startled Avengers. Three, no four, steps at a time, Dracula races up the stairs to the level above.
Nothing, not even the double-thick security doors can stop Dracula, as he bursts into the room where Dr Strange hovers before the Darkhold. But still, Dracula is too late. 'No!' Dracula gasps as the Dakhold suddenly vanishes. The object of Dracula's desire is gone. Dracula lunges at Dr Strange, 'You have done this, Strange! Reverse your spell, return the Darkhold!' he warns the sorceror, who replies 'That cannot be done'. Dracula stares at Dr Strange and declares that he says that it can. 'Look at me, sorceror! Look at me!' he urges. But Dr Strange tells Dracula not to bother trying to hypnotize hi again, as he is prepared this time, and can resist him. Dracula tosses Dr Strange to the floor and tells him that his mind may be strong, but that his body is weak. 'You are physically drained from your encounter with the Darkhold!' Dracula declares that Dr Strange will tell him what he has done with that tome, and warns him that he is prepared to rip that knowledge from his body piece by piece.
But before Dracula can reach the mystic master, a flare of light burns like the sun against Dracula – 'That's right! I went a little heavy on the ultraviolet rays...just with you in mind!' Captain Marvel announces as she materialilzes in the room, hovering before Dr Strange to protect him, she warns Dracula that she can change into other kinds of energy that can be even nastier. 'So don't try anything cute! This man is under Avengers protection!' Captain Marvel warns Dracula. The Scarlet Witch and Hannibal King enter, and Hannibal suggests to Dracula that he listen to the lady, as he thinks she has him by the short hairs. 'Besides, you're surrounded!' Hannibal points out. Dracula declares that he is no longer amused. He admits that the Darkhold may be denied to him for now, but points out that he still has more than enough power to end all of their wretched existences. 'Enough power to try, perhaps! But we will fight you to the last Avenger -' Wanda begins. She continues, telling Dracula to do his worst, because he won't win here. She informs him that even now, an emergency alert has been broadcast to the other Avengers. 'If we fall, our teammates will take up the fight! Evil such as yours will not be allowed to continue!' Wanda declares.
'Other Avengers? No... I am not yet ready to do battle again with Thor!' Dracula thinks to himself. 'Darkholders... hear me! I must be away from here!' he says silently, before telling the Scarlet Witch that he concedes this minor skirmish to her. 'But know you this...I shall not rest until the Darkhold is in my grasp!' He boasts that on that day there will be a reckoning. With that, Dracula is enveloped in a swirl of demonic light. In an instant, he is gone, leaving behind him naught but an acrid curl of smoke. Dr Strange tells the others that, as he feared, the Inner Circle of Dracula's Darkholder Cult is still at large, and have spirited him away with a spell of mystic transport. 'Blast it! I should've known that “Smiles” wouldn't come into a place this heavily fortified without having an exit already planned!' Hannibal mutters, to which Dr Strange tells Wanda that she can call off the emergency alert, as they won't be stopping Dracula this night.
Some time later, as the police arrive to haul away the sleeping remnants of Dracula's army, King and Strange leave quietly by a side door. Hannibal asks Dr Strange if he isn't going to be a little conspicuous on the streets in that get-up. DR Strange tells him not to worry, as a simple spell will hide his true attire from curious eyes. Hannibal lights a cigarette and tells Dr Strange that is a handy trick, adding that he must save a lot on clothing bills. Hannibal adds that there is one thing that puzzles him, and tells Strange that just before he blinked away, Dracula talked like he was still going to get his hands on the Darkhold. 'How can he do that if you've destroyed it?' Hannibal enquires. Dr Strange explains that he couldn't, as the book was too strong to neutralize in such a short time. He adds that the best he could do was send it elsewhere – the Darkholders, after all, are not the only ones who can weave spells of transport. King asks Dr Strange where he sent it, and Strange reveals that he sent it to a place so evil that the Darkhold's own foul aura would be masked – a place where no one would think to look. Strange announces that the Darkhold now rests in the heart of the Transylvanian Alps, in the empty castle of his dear departed foe, Baron Mordo. Strange adds that it is there that they must go next.
Indeed, the Dakhold materializes on a goblin statue inside the Baron's castle....