There was something strange with how this morning was going. Danny had woken up snuggled in Peter's arms like they were a couple. Danny jumped out of the bed feeling completely uncomfortable with Peter in his room. That wasn't the only weird thing, Peter had four extra arms on his body and Danny was in his Phantom form. He waited for the worse to happen when suddenly Iron Fist appeared out of nowhere and punched him. Danny woke up in his own bed, normal-looking without Peter in his bed "Ugh. Just a dream." Danny groaned.

Danny looked at his alarm clock and saw that it was 7:30, he panicked and screamed that he had overslept. He raced around the room getting dressed and grabbing everything he needed for school. Danny ran out of his room and pounced his hand on Vlad's bedroom door. "Dad, wake up! I'm late for school!" Danny screamed.

But there was no answer, Danny went to the bedroom that Loki was staying in and knocked on his door. But not even Loki answered, something weird was happening here. That was when he got a call from Spider-Man asking him to meet him at these coordinates. He didn't want to just skip school for a mission but he figure that it might have an answer to what happened. Phantom just few out of the house and into the city. Everyone was asleep, even J.J.Jameson was asleep on live TV muttering in his sleep about Spider-Man being a menace.

He followed the coordinates to where both Spider-Man and Iron Fist were waiting for him. "About time you show up," Spider-Man complained.

"Give me a break. I overslept and now my parents won't wake up." Danny stated but quickly covered his mouth when he said, parents.

But he turn around to see an old building that looked abandoned. Iron Fist told him that this was the home of the Sorcerer Supreme, Dr. Strange. Spider-Man wasn't that convinced that there was magic here. Phantom may believe in science but even he believes that there was something supernatural happening to the city. The minute they walked toward the building, the illusion of the house changed to a weird-looking house with gargoyle statues. Spider-Man just figured that this wizard just used a cloaking device.

The doors suddenly opened on their own and crows started flying out of the house. It freaked out Spider-Man for a bit but he shook it off and joined Iron Fist and Phantom inside. The house was filled with artifacts that contained magic abilities. Spider-Man still wasn't convinced that these were magic, he touched a box that opened on its own. Out came a monster with tentacles trying to get free. The three of them forced the monster back into the box and closed it tight.

Someone touched Spider-Man on the shoulder, he screamed and jumped onto the ceiling. A man walked out of the shadows dressed like a hotel manager. "Do not touch anything else. One crisis is enough." The man stated.

Spider-Man just thought that the man was just scaring him, but the ceiling he was on had eyeballs. They opened their eyes which creeped out Spider-Man causing him to fall to the floor. Phantom was trying to hold in his laughter but failed to do so. "You think this is funny? How are you not freaked out about all this?" Spider-Man asked.

"Hello? I'm half-ghost. This isn't that scary. I've been in the ghost zone and trust me, there are scarier things in there than here." Phantom explained.

The man introduced himself as Dr. Strange, the Sorcerer Supreme. He was impressed that all three of them were conscious. Iron Fist explained that it was the training he received from Dr. Strange that allowed him to stay awake. He found both Spider-Man and Phantom before they had fallen too deeply under the spell. Dr. Strange used his magic to scan both Spider-Man and Phantom. Phantom looked a little bit worried that Dr. Strange would find out about his other half.

Dr. Strange was impressed with the Spider-Sense that Spider-Man had. But he was more shocked to see that someone else had placed a spell on Phantom to block out anything evil. Spider-Man figured that Dr. Strange was mind reading them and asked what number he was thinking of. "You aren't thinking of a number. You're thinking of flapjacks." Dr. Strange answered, bluntly.

Even Phantom was impressed with Dr. Strange's abilities and for finally getting Spider-Man speechless. They followed Dr. Strange into another room, he used his magic on a goblet of water to show the heroes what they were facing. The water showed a demon creature called Nightmare who was the self-proclaimed "King of Dreams." Dr. Strange explained that Nightmare has been trying to escape the dream dimension for eons and this time, he finally found a way. "But dreams aren't another dimension. They're just in your head." Phantom stated.

"To our limited human perception, it seems so. But I assure you the dimension of dreams is real." Dr. Strange explained.

Nightmare managed to find a way to Earth and used a powerful incantation to put everyone in an endless slumber. If Nightmare isn't stopped then all those people will suffer from their worst nightmares and feed him for all eternity. Spider-Man didn't even believe a word of what Dr. Strange had said. Dr. Strange seemed skeptical that Iron Fist had chosen Spider-Man to help them. "A dull blade can make an excellent hammer." Iron Fist spoke in wisdom.

Spider-Man heard the words dull and excellent, he thought he was being made fun off. Dr. Strange was getting annoyed with Spider-Man, he told him to keep his mouth shut and open his mind. Dr. Strange then summoned the Eye of Agomotto and used it to turn him into the Sorcerer Supreme. Phantom's mouth dropped open, he was too stunned to speak about what had happened. Dr. Strange began to teleport them into the world of dreams and stop Nightmare or else, humanity falls. They had entered the dream dimension which was weird looking and left Spider-Man speechless again.

Dr. Strange warned them to be more careful now that they were in Nightmare's world and to stay on the path. Spider-Man didn't listen and opened a door which led to White Tiger and her nightmare. She was afraid of failing, Spider-Man tried to help her but Dr. Strange told him that she was under Nightmare's control and couldn't hear him. They found Power Man who was trying to keep a building from falling on his friends. He's afraid that he isn't strong enough to protect the ones he cares about.

Nova's nightmare was weird he was in a room filled with bunnies, the guy was scared of bunnies. "Now that's just messed up." Phantom stated.

Before they left, Spider-Man took a picture of Nova screaming in terror from bunnies for blackmail. Spider-Man finally agreed to put a pause on his magic-bashing. Phantom wanted to check on Vlad and Loki, he was worried about what torture Nightmare was putting them through. Suddenly, Nightmare himself had found them while riding on his black demon horse. He charged straight at them but Strange used his magic to fight back. But his spell only worked for a few seconds, Nightmare had changed the rules in his world.

He then summoned his Dreamons to help fight for him. The Dreamons started coming out of the doors to aid their master. "Dreamons? I'm getting you a Thesaurus for a dream Christmas. And tanning spray." Spider-Man joked.

They fought back against the Dreamons but Iron Fist warned them that if they lose in the dream world then they will be lost forever. Dr. Strange tried another spell on Nightmare but the demon wasn't even trying to fight. "I'm practically in power. Drinking in the suffering of millions. And you're trying the same tried tricks?" Nightmare teased.

Phantom jumped in and blasted Nightmare with his ectobeams. It slowly worked but it wasn't enough. "How desperate must you be, allying yourself with children, Sorcerer Supreme." Nightmare said while laughing.

He turned his horse into a giant spider and sent it to attack the heroes. Dr. Strange summoned a shield to protect them, Nightmare has so many minds to feed off of that he is coming too powerful. They needed to find a way to weaken Nightmare but first, Strange warned them not to split up or Nightmare will get them through their fears. But it was too late, Iron Fist got pulled into Nightmare's trap and now he is trapped in his nightmare. Phantom tried to get him to snap out of it but he had gone too far in his dream. 

Iron Fist was afraid that he wasn't meant to have the iron fist. Phantom got pushed out of Iron Fist's nightmare and joined back up with Dr. Strange. But Nightmare had weakened Dr. Strange's magic and turned him into a street magician. Now, Nightmare was growing stronger with every mind he has fed off of. It was up to Spider-Man and Phantom to bring Nightmare to an end. But Nightmare had unlocked new powers from feeding off the nightmares of the humans. "This is not looking too good." Phantom stated.

He turned around to see that Spider-Man was gone, he had fallen under Nightmare's spell. "Where's Spider-Man?! What did you do to him?!" Phantom demanded.

"I gave him this worst nightmare. Reliving his greatest mistake." Nightmare said, darkly.

(Warning: Dark Dreams)

Rage built up inside Phantom, he then let out a loud wail that sent Nighgmare flying out of sight. Phantom stopped his screams, he was shocked that he could even do that. With Nightmare distracted, Phantom raced off to find Vlad and Loki. He found the door that led to Vlad's nightmare, he saw that Vlad was crying and in front of him was Danny's body on a hospital bed. Now Phantom knew what Vlad's nightmare was about, he was afraid of losing Danny. His heart broke into pieces seeing Vlad like this.

Phantom left Vlad's dream with tears dripping down his cheeks. He shook them off and went to find Loki, he found the door to Loki's dream, and what he saw, shocked him to the core. This wasn't a nightmare, it was a painful memory that Loki had for a long time. He was chained up in a cell as a dark elf was holding his mother hostage. Loki told him stories of his mother, Frigga, and how she had taught Loki magic. But this was the memory of when Frigga was killed by the dark elf and Loki was in his cell, powerless to stop him.

But the dark elf didn't just have Frigga in his arms, Vlad and Danny were there too. Loki was in tears begging for them to be spared but it was too late. The dark elf had stabbed them all and they died as Loki screamed in pain. Phantom wanted to run and wake Loki up from the nightmare but Loki couldn't hear him.

(Dark Dreams end)

Phantom ran out of Loki's nightmare, he was gonna destroy Nightmare for hurting his friends and family. Nightmare appeared right in front of Phantom, ready to fight. "You're gonna pay for hurting the ones I love, Nightmare! Take your best shot!" Phantom challenged.

Nightmare smirked wickedly at Phantom and used his power to create a special nightmare just for Phantom. He put Phantom back in his old home where he was trapped in the ghost lab by his parents. "This is your greatest fear! All alone without anyone that cares about you! You are nothing!" Nightmare screamed.

But then Phantom heard two voices that he thought he would never hear again. He turned to the door where his old friends Sam and Tucker were. They smiled and hugged Phantom tight "We miss you, Danny." Tucker said.

Nightmare looked stunned, Phantom wasn't falling under his spell, he wasn't afraid. He screamed at Phantom that this was his great fear, he should be scared. "Who's the Count Dorkula?" Sam asked.

"Mr. Pasty? He's just pathetic." Phantom answered, "Nightmare, you don't know my friends and you sure as heck don't know me. Do you think this is some buried secret? Sam and Tucker have always been there for me even when the Fentons abused me. They kept me going even in the darkest time. Even after I left, I still hold onto the memories that we share. I never would have found Spider-Man, Iron Fist, the team that makes me a better hero. I never would have met Vlad and Loki, the two most caring people that care and love me."

With that, Phantom blasted Nightmare into the dream and crashed him upstairs. Phantom turned to Sam and Tucker, thanking them for being wonderful friends/siblings. "Go get'em, Danny," Sam stated before disappearing.

"Show that vampire what happens when you mess with Team Phantom!" Tucker shouted before disappearing.

Phantom smiled knowing that even in his dreams, Sam and Tucker were always there for him. Phantom turned his nightmare into memory when he had first stayed with Vlad after he adopted Phantom. He woke up from a terrible nightmare and Vlad was there comforting Danny in a warm hug. Vlad told Danny that it was just a nightmare, nothing real. "What's real are the dreams we make, how we live our lives every day," Vlad said.

Nightmare grew weak, Phantom realized that this was Nightmare's greatest fear. Sorcery may be real but nightmares, once you face them, there's nothing to be afraid of. Nightmare screamed in agony loud enough for even Dr. Strange to hear. He was impressed that Phantom managed to have weakened Nightmare. Dr. Strange regain his power and destroyed the Dreamons. He appeared right by Phantom's side and summoned a mic for Phantom to use.

"Care to do the honors, Phantom?" Dr. Strange asked.

"With pleasure." Phantom answered, grabbing the mic, "It's open mic night here at the nightmare lounge. And I'd like to kick things off with a little number I call, 'There's nothing to be afraid of! It's just a nightmare!'"

The words echoed throughout the dream world and Earth, waking everyone up from their dreams. Spider-Man and Iron Fist snapped out of their nightmares and faced their demons. Nightmare was powerless now, Dr. Strange trapped Nightmare in the same box with the tentacle monster. All of them were now back in the real world. Dr. Strange thanked them for their help, both Spider-Man and Iron Fist ran out of there quickly to get back to school. Phantom soon joined them as Danny in school but they prank Sam with a bunny, sending him screaming out of the classroom.

Danny left school quickly and headed back home to see if Vlad and Loki were alright. The minute he entered the house, Vlad scooped Danny in his arms and hugged him tightly. The nightmare had really hit him hard, Danny told Vlad that he was alright and he wasn't leaving them any time soon. Loki came in when Danny ran to him and hugged him tightly. "Everything alright Danny?" Loki asked.

"I'm fine. I'm just really lucky to have you guys as my parents." Danny stated.