Type: Divergent Earth

Environment: Earth-like

Usual means of access: Presumably vibrational attunement

Dominant Life Form: Demons, extra-dimensional entities, the Faltine, humans

Significant Inhabitants: Aggamon, the Ancient One, Cyrus Black, Don Blake, Bob, Broken Vrul, Clea, Dormammu, the House of Shadows, Kadeth, Leng, the Mindless Ones, Baron Mordo, Nightmare, the Possessors, Raggadorr, Dr. Stephen Strange, Umar, the Vishanti (Agamotto, Hoggoth, Oshtur), Wong

First Appearance: What If? I#40 (August, 1983)

History: (What If? I#40) - While a student of the Ancient One, Baron Mordo engaged himself in a forbidden ritual that caused him to be attacked by Nightmare. After a brief disappearance, Mordo returned to the Ancient One's side, more eager than ever following the brief attack on his person. As Baron Mordo excelled in his training, the Ancient One was contacted by Dr. Stephen Strange who had come seeking the Ancient One's help in curing the nerve damage done to his hands during a car accident. The Ancient One agreed to help but continued to postpone the treatment that Strange sought. After months had passed, Strange watched the Ancient One's ways and Mordo's training, eventually realizing that the Ancient One sought to change Strange's attitude towards his handicap. With renewed purpose, Strange returned to America and became a teacher of medicine due to his surgical knowledge. As time passed, Mordo was given a Greenwich Village dwelling to base himself in America as a mystic, complete with faithful manservant Wong. In the following months, Mordo set himself up as a guardian of Earth from such nemeses as the Possessors, the House of Shadows, and Aggamon, while Dr. Strange was plagued with recurring nightmares. Baron Mordo was soon summoned back to the Ancient One's Tibetan abode to aid him against an agent of Dormammu. After the battle, the Ancient One warned Mordo of the threat that Dormammu represented and the arrogant Mordo quickly teleported to the Dark Dimension where he ensorcled Clea to do his bidding. He forced Clea to reveal the secrets of the Dark Dimension where he discovered the existence of the Mindless Ones. He then confronted Dormammu himself and the two battled while the mind-controlled Clea released the Mindless Ones. Mordo then aided Dormammu against the Mindless Ones, forcing Dormammu into a mystic bond not to enter the Earth dimension again. Returning to Tibet, Mordo was given the Cloak of Levitation and the Eye of Agamotto by the Ancient One as a reward for his defeat of Dormammu. While Dormammu plotted to find other ways to gain revenge on Mordo, Clea began mystically scanning the cosmos in search for a reason why she felt so strange. She soon accidentally contacted Umar, who suggested that Clea search the Land of Dreams. Upon doing so, Clea was also attacked by Nightmare but Clea managed to seal the portal to the Land of Dreams before Nightmare could succeed in his attack. As Strange's nightmares worsened, Dormammu empowered cult leader Cyrus Black to attack Mordo but he was easily defeated by the arrogant Mordo. Laughing as such a feeble attempt on his life, Mordo contacted Dormammu and taunted the Dark Dimension leader until Mordo laughingly released Dormammu from his bond, thinking Dormammu could do no better than pitiful threats. After hallucinating in his classroom, Dr. Strange decided to contact his old "friend" Baron Mordo in New York about the nightmares he had been having. Mordo explained to Strange that he would aid Strange by entering his dream and once inside the Land of Dreams, Mordo trapped Strange inside a mystic field and left him a prisoner of Nightmare, revealing his true allegiance to Nightmare. Nightmare then explained to Strange that he had captured him because of the potential threat he could be should he learn the mystic arts. He also revealed his plan to use Dormammu as a way to pave the way for his lordship over Earth and then banished Strange to the recesses of the Land of Dreams. When Clea began to also have nightmares, she decided to investigate herself and entered the Land of Dreams while Strange managed to free himself of the mystic field by focusing as he had once seen the Ancient One do. As Strange became more determined to return to Earth, his latent mystic potential began to manifest itself as physical manipulations of the Dreamscape, such as changes to clothing and the creation of weapons. He soon ran into Clea, who saved him from the rats that had plagued his nightmares. While the two continued their journey through the Land of Dreams, Mordo prepared to battle a now-freed Dormammu. Dormammu quickly arrived on Earth and destroyed a mystic simulacrum that Mordo had created in his image, leading the Ancient One to think his student deceased. The real Mordo and Nightmare gloated about how they had now lured the Ancient One into battle Dormammu, who quickly destroyed the Ancient One's physical form. Mordo soon turned his attention to Strange however and when he tried to kill Strange, Clea leapt in the way of the blast. Thinking Clea dead, Strange lashed out with his untapped mystic abilities and blasted Mordo through a fence. When he came to, Strange found Mordo's mystical portal and entered it, finding himself face-to-face with Nightmare and Dormammu, who were preparing to team together to conquer Earth. Determined to stop them all costs, Strange lashed out once again with his mystic abilities and while he banished both Nightmare and Dormammu, the act drained Strange's physical form to the point of death. Clea soon arrived to mourn Strange's death while Strange found himself confronted by the Ancient One who explained that physical death ultimately made little difference and appointed Strange his new disciple.

Comments: Created by Peter Gillis, Butch Guice, and Sam Grainger.

This reality diverged at the moment when Baron Mordo managed to contact Nightmare, thereby prompting to give up his plot against the Ancient One.

Leng, Kadeth, and Broken Vrul (as well as the Vishanti: Agamotto, Hoggoth, Oshtur) were all mystical entities invoked by mystics during the story. None of them were seen on-panel.

Profile by Proto-Man.

Earth-Dr. Strange Had Not Become Master of the Mystic Art has no known connections to


Aggamon was similar to his Earth-616 counterpart. He battled Baron Mordo during the first few months of his existence as a "hero."

--What If? I#40

The Ancient One

The Ancient One, like his Earth-616 counterpart, was a master of the mystic arts. He trained Baron Mordo as his disciple and when Dr. Stephen Strange came to him seeking aid, the Ancient One arranged for Strange to live amongst him for months, teaching Strange that his handicap did mean the end of his life. The Ancient One eventually allowed Mordo to set up in New York as a mystic aid for others and when Dormammu tried to attack the Ancient One, he warned Mordo of the threat that Dormammu represented. When Mordo sent a simulacrum of himself to battle Dormammu, the Ancient One thought that the real Mordo had fallen against Dormammu and left his Tibetan abode to confront Dormammu himself. The Ancient One's physical form perished battling Dormammu but following his death, the Ancient One's spirit took Dr. Strange as his new disciple.

The Ancient One was a master mystic, just like his 616 counterpart.

--What If? I#40 (#40d,

Cyrus Black

Like his Earth-616 counterpart, Cyrus Black was a sorcerer. While leading his cult, he was offered mystic power by Dormammu in exchange for Black killing Baron Mordo. With his newfound power, Black attacked Mordo but Mordo arrogantly defeated Black, commenting that Dormammu was weak to orchestrate such a feeble attempt on his life.

While empowered by Dormammu, Cyrus Black was able to manipulate mystic forces though not nearly as powerful as Baron Mordo.

--What If? I#40

Don Blake

The counterpart of Earth-616's Thor, Don Blake was a medical student of Dr. Strange's. Inspired by Dr. Strange's recovery from his accident, Blake thought that perhaps he too could overcome his handicapped leg.

--What If? I#40


Bob was a colleague of Dr. Strange. After Strange began having recurring nightmares and wasn't getting much sleep, Bob commented on how bad Strange looked. Strange then explained to him about the nightmares he had been having.

--What If? I#40


Like her Earth-616 counterpart, Clea was a resident of the Dark Dimension. When Dormammu first attacked the Ancient One, Baron Mordo was sent to the Dark Dimension to investigate. There he met Clea, whom he mystically hypnotized into doing his bidding. While Mordo battled Dormammu, a hypnotized Clea released the Mindless Ones so that Mordo could aid Dormammu in halting them, thereby binding Dormammu into a magical oath to stay away from Earth. After Mordo left, Clea's mind returned (without any knowledge of being hypnotized) and she became concerned about what had happened to her. She then used her own magical skills to search infinity for a solution to her memory loss, accidentally contacting Umar who led to the Land of Dreams for a solution. After she began having nightmares, she used her powers to travel to the Land of Dreams where she found Doctor Strange struggling to return to Earth. When Mordo arrived and tried to attack Strange, Clea intervened and took the mystic blast herself. An angry Strange knocked Mordo out and then travelled through his mystic portal to find Dormammu and Nightmare allying against Earth. Rallying up all of his latent mystic potential, Strange banished them both at the cost of his own life. After he perished, Clea arrived and mourned the man whose name she never even knew.

Clea had low-level mystic training, able to open portals to other realms and search other dimensions mystically.

--What If? I#40


Like his Earth-616 counterpart, Dormammu was the despot of the Dark Dimension. When he sent an assassin to kill the Ancient One, the Ancient One's pupil Baron Mordo confronted Dormammu in a losing battle. Mordo's pawn Clea soon released the Mindless Ones and Dormammu was then forced to team with Mordo to halt their progress into the Dark Dimension. Since Mordo had saved Dormammu's life, Dormammu was then bound mystically not to enter the Earth dimension though he tried numerous times to kill Mordo, sending pawns such as Cyrus Black against him. Eventually growing arrogant to his constant defeats of Dormammu, Mordo released Dormammu from his mystic oath, leaving Dormammu free to enter the Earth dimension. As soon as Dormammu entered it, he killed a simulacrum of Mordo and soon confronted the Ancient One himself, whom he also killed. Dormammu was then confronted with Nightmare, who proposed an alliance allowing for Dormammu to rule Earth while Nightmare fed off their fears. Just as he was accepting the proposal, Dr. Stephen Strange banished them back to their dimensions using his untapped mystic potential.

Dormammu was a master sorcerer, able to fire mystic blasts and traverse dimensional barriers with ease.

--What If? I#40

The House of Shadows

The House of Shadows, like its Earth-616 counterpart, was an extra-dimensional sentient in the form of an old house. When Mordo appointed himself Earth's protector, the House of Shadows was one of the first villains he encountered.

--What If? I#40

The Mindless Ones

Like their Earth-616 counterparts, the Mindless Ones were creatures from the Dark Dimension that caused nothing but destruction. When Baron Mordo entered into the Dark Dimension, he forced Clea to reveal the secrets of the dimension. Learning of the Mindless Ones, Mordo had Clea free them while he distracted Dormammu. With the Mindless Ones freed, Dormammu was forced to accept aid from Mordo in order to drive them back, thereby placing him in a mystic oath to not enter Earth's dimension.

The Mindless Ones were superhumanly strong and durable, if not indestructible.

--What If? I#40

Baron Mordo

Baron Mordo was the same as his Earth-616 counterpart up until he inadvertedly contacted Nightmare during a forbidden spell. Apparently changed by his encounter, Mordo from then on became a model pupil of the Ancient One eventually being appointed Earth's protector and setting up shop in New York. After defeating numerous mystic villains, Mordo was called back to Tibet to aid the Ancient One against Dormammu. Entering the Dark Dimension, Mordo hypnotized Clea into releasing the Mindless Ones so that he could save Dormammu from them, thereby preventing Dormammu from entering the Earth dimension by mystic oath. Following numerous failed attempts on his life, Mordo began to taunt Dormammu and eventually released him from his oath, feeling that Dormammu was no longer a threat to him. Soon after, Dr. Stephen Strange contacted Mordo about his nightmares and Mordo agreed to help by entering himself and Strange into the Land of Dreams. Once inside, Mordo revealed his true allegiance to Nightmare and captured Strange within a mystic field. While Mordo plotted with Nightmare, he sent a simulacrum of himself to perish against Dormammu, leading Dormammu into a false sense of security. When Strange escaped, Mordo attempted to stop him but when Mordo's blast hit Clea instead, Strange unleashed his latent mystic potential, throwing Mordo through a fence and knocking him unconscious. Strange then went through Mordo's portal and banished Dormammu and Nightmare at the cost of his own life.

Mordo was an expert sorcerer, just like his 616 counterpart.

--What If? I#40


Nightmare was the same as his Earth-616 counterpart up until he was contacted by Mordo. From that point on, Nightmare convinced Mordo to secretly work for him, generating nightmares for Dr. Stephen Strange that Nightmare fed off of. Over the next few months, Nightmare and Mordo secretly plotted while Strange continued to have nightmares. Eventually, Strange went to Mordo for help and Mordo lured Strange into Nightmare's realm where he was taken captive. Strange soon escaped and Nightmare sent Mordo to stop him. With Mordo gone, Nightmare started plotting with Dormammu until Strange arrived and banished Nightmare using his latent magical abilities.

Nightmare could feed off the fear generated by the nightmares he forced others to suffer.

--What If? I#40

The Possessors

The Possessors were the same as their Earth-616 counterparts. They were some of the first villains Baron Mordo faced after he set up shop in New York.

--What If? I#40

Dr. Stephen Strange

Dr. Stephen Strange was very similar to his Earth-616 counterpart up until he visited the Ancient One in search of a cure for his damaged hands. Already having a pupil in the mystic arts, the Ancient One allowed Strange to stay with him and learn a better way to live his life, which he did, returning to New York as a teacher of medicine. After a while of teaching, Strange began having severe nightmares that interfered with his work. He eventually contacted Baron Mordo for help and Mordo captured Strange in the Land of Dreams. Unknowingly using his latent mystic potential, Strange managed to free himself from captivity and eventually ran into Clea who was searching the Land of Dreams for a cause for her memory loss. The two teamed up until Mordo arrived and attacked Strange. Clea jumped in front of the blast and an angry Strange unleashed some of his mystic might, knocking Mordo out. He then went through Mordo's portal and found Nightmare and Dormammu allying against Earth. Unleashing all of his latent mystic abilities into banishing the two evils, Strange's body was left a lifeless husk but his spirit form survived and was reunited with the Ancient One who named Strange his newest disciple.

Dr. Strange had latent mystic potential that he could only utilize in an untrained way, such as lashing out with mystic force.

--What If? I#40 (#40d


Umar, like her Earth-616 counterpart, was a resident of the Dark Dimension who had been banished to another realm. When Clea mystically searched infinity for a solution to her memory loss, she accidentally contacted Umar's banishment dimension. In an effort to aid her, Umar suggested that Clea search the Land of Dreams.

Umar was a skilled sorceress, just like 616 counterpart.

--What If? I#40


Wong was the housekeeper of the Greenwich Village townhouse that was home to Baron Mordo. When Mordo first arrived at the townhouse, Wong greeted him and thought to himself about his mistrust of Mordo. Later, Wong invited Dr. Stephen Strange into the townhouse to see Mordo and aided Mordo in helping Strange sleep so that they could enter the Land of Dreams.

--What If? I#40

What If? I#40, front cover (Mordo as Sorcerer Supreme, main pic)
 p5, pan1 (Ancient One)
 p6, pan2 (Don Blake)
 p7, pan1 (Possessors, House of Shadows, & Aggamon)
 p12, pan4 (Mindless Ones)
 p14, pan3 (Umar)
 p14, pan5 (Clea)
 p15, pan6 (Bob)
 p16, pan5 (Baron Mordo)
 p17, pan2 (Cyrus Black)
 p22, pan1 (Wong)
 p24, pan1 (Nightmare)
 p34, pan3 (Dormammu)
 p37, pan3 (Dr. Stephen Strange)

What If? I#40 (August, 1983) - Peter Gillis (writer), Butch Guice (penciler/inker), Sam Grainger (inker)

Any Additions/Corrections? please let me know.

Last Updated: 03/01/07

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