Charles Magnus is awoken from a sound slumber by an army of animated dolls. Magnus realizes that his own subconscious has magically animated the dolls. The dolls tell Magnus that he must journey to the Playhouse, to rescue Jessica Drew. Magnus arrives at the Playhouse to find Drew, as the Spider-Woman, and S.H.I.E.L.D. agent, Jerry Hunt, in chains, prisoners of the Brothers Grimm. Lording over the whole affair is Magnus' landlady, Priscilla Dolly, who now calls herself "Madame Doll". Madame Doll reveals that her husband was once the notorious Iron Man villain, Mister Doll. After his talisman had been destroyed, Mister Doll purchased a pair of dolls from an old Balkan toymaker.
The dolls could be brought to life by one's own spirit. Mister Doll, however, was not warned of the danger of transferring his soul into two dolls. Mister Doll became trapped within the dolls. The dolls were mailed back to the states, to Madame Doll. Their two sons, William and Jacob, adopted the garish costumes of the dolls, becoming the Brothers Grimm. All three have been working diligently to restore Mister Doll to life. Holding the Spider-Woman hostage, Madame Doll compels Magnus to perform a mystic ritual that will transfer Mister Doll's spirit out of the dolls, and into Hunt. The Spider-Woman, and Hunt are gassed into unconsciousness.
Hunt dreams that he is the woodsman in the Little Red Riding Hood fairy tale. The Spider-Woman is Little Red Riding Hood. Madmae Doll is the wolf-in grandmother's clothing. When the moment comes when "Little Red Riding Hood" is endangered by the wolf, Hunt comes to the Spider-Woman's rescue, saving her. At long last, Hunt has rescued the Spider-Woman, proving his worth to her. Madame Doll's face is removed to reveal, first the Werewolf, then the Needle, and finally Brother Grimm. All adversaries of the Spider-Woman, who placed Hunt in peril, requiring his rescue. The Brothers Grimm prepare the ritual.
Hunt is placed in a mystic circle. Magnus stands in another. The Brothers Grimm, holding the dolls with Mister Doll's spirit within them, stand in a third circle. Madame Doll, and the Spider-Woman, stand in a fourth, protected, circle. Magnus begins the incantation. The circles around Magnus, Hunt. and the Brothers Grimm, ignite with blue flames. Magnus tells Madame Doll that he must stoke the mystic blue flames to enhance his magic powers. With Madame Doll's attention riveted on Magnus' enchantments, the Spider-Woman attacks. Madame Doll manages to shoot the Spider-Woman, before she is finally subdued.
Magnus tells the Spider-Woman that once begun, the enchantment cannot be stopped. The Spider-Woman hurriedly grabs Hunt, and pulls him into the protected circle. Mister Doll's soul leaps from the dolls and travels into the transference circle. At that same moment, the Brothers Grimm collapse. Without Hunt's body to possess, the spirit of Mister Doll dissipates. The Brothers Grimm are revealed to be mannikins, animated by Mister Doll's spirit. Madame Doll had convinced herself that they were actually her sons. Now, as Magnus, Hunt, and the Spider-Woman departs, Madame Doll cradles the empty mannikins, weeping. On this night, she has lost not only her husband, but her two sons, as well.