E.S.U. is having a Medieval Times Fair for the unveiling of an ancient statue called Darkon. Modred, an evil sorcerer trapped in a another dimension called the Land of Shades, witnesses this and and sees that the Black Knight's sword, the Ebony Blade, is also on display. Modred brings Darkon to life to retrieve the Ebony Blade, which the sorcerer can use to escape to Earth. The Black Knight appears to help the Spider-Friends defeat Darkon, but the creature manages to escape with the Ebony Blade. The Spider-Friends and the Black Knight all follow to the Land of Shades where they get separated by Modred's magic. Now, with the Ebony Blade in hand, Modred manages to escape to Earth as the regrouped Spider-Friends and Black Knight follow. The gang finds the "Merlin Medallion" which they use to banish Modred back to his dimension for a dark ending at the hands of his demons.
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