Spider-Man [Peter Parker]; Angel [Warren Worthington III]; Tanya Anderssen; Candy Southern; J. Jonah Jameson; Robbie Robertson; Brainchild; Barbarus; Vertigo; Gaza; Amphibius; Glory Grant (cameo); Ka-Zar (flashback); Zabu (flashback); Karl Lykos [Sauron] (flashback); X-Men [Cyclops; Jean Grey; Iceman; Beast] (flashback)
Tanya comes to Warren with the news that her lost love, Karl Lykos, is alive and well in the Savage Land and she asks him to come with her and investigate. Jameson asks Peter Parker to tag along on the Savage Land expedition and bring back a story for the Bugle. Once they reach the Savage Land, Spider-Man and Angel are captured by the Mutates and brought to Brainchild.
Brainchild devolves Angel and Spider-Man into hideous monsters and sends them out to battle Ka-Zar and the Fall People. Tanya is captured and when Brainchild devolves her as well, Lykos sucks the mutation out of Tanya, Spider-Man and Angel returning them to normal but, unfortunately, causing him to transform into Sauron. Spider-Man and Angel leave the Savage Land with Sauron still at large.