Real Name: Unrevealed, if any

Identity/Class: Extradimensional (Everinnye) mystical entity/demon

Occupation: Demon, generator of fear

Group Membership: Fear Lords (D'Spayre, Kkallakku, Lurking Unknown, Nightmare, Nox, Straw Man)

Affiliations: D'Spayre (creation), Spite (creation);
    Shade-Thralls (Moe Hartwell, Jack Krammer, Theresa Mendell, Morton, and many others) and other demons (servants);
Andras Bertesy, Dream Weaver, Ludi, Mr. Fear (Zoltan Drago), Ningal (agents);
    the Shamblu (see comments);

Enemies: Agamotto, Det. Sgt. Ralph Blumkenn (NYPD), Clea, Dr. Strange, D'Spayre, Hercules, humanity, Kkallakku, Leah, Loki, Lurking Unknown, Mephisto, Nightmare, Nox, Straw Man, Thor, Tiboro (and other demons who refused his alliance), Valka, Zhered-Na



Known Relatives: Nightmare (share a dimension of origin, refers to Nightmare as cousin) and his relatives, D'Spayre, Spite (creations), D'Sprytes ("grandchildren")

Aliases: He Who Dwells in Darkness

Base of Operations: Halls of Fear dimension;
    formerly an unnamed pocket dimension;

First Appearance: Thor I#229 (BTS; November, 1974), Dr. Strange II#30 (seen; August, 1978)




Powers/Abilities: The Dweller-in-Darkness possesses the ability to generate extreme terror in others. He feeds on the fear of others, which enables him to grow in power and influence. At his peak, he can cripple the entire waking planet with fear. He usually does this by causing others to see images of their greatest fears. He can affect those who are sleeping, and/or dreaming, although his influence in that area is inferior to Nightmare's.
The Dweller's true form is apparently that which appears as his head. The rest of his body is an android construct used to support his form.
The Dweller also uses a number of shadow like demon-wraiths, the Shade-Thralls, who act as his agents on Earth (and presumably other realms). -see below

Height: 1'
Weight: 12 lbs.
Eyes: Red iris, yellow sclera
Hair: None



History: The Dweller-in-Darkness, possibly a survivor from the previous universe (see comments), is a demon, at least several tens of thousands of years old, originating from the dimension of Everinnye, a universe higher than the Sixth Dimension. The Dweller turned his back on the other denizens of Everinnye when he chose to follow the Way of the Shamblu (whatever that means). He prefers to act behind the scenes, avoiding the notice of those who might oppose him, but generating doubt and fear in his enemies (and all others).

(Doctor Strange: Sorcerer Supreme#33/2 (fb) ) - The Dweller learned of the existence of Earth @ 18, 000 B.C., prior to the time of the Great Cataclysm, which sank Atlantis. He fed off the fear generated by the wars between the humans and the Deviants of Lemuria. After the Atlantean sorceress Zhered-Na was banished, she learned of the existence and plans of the Dweller. Calling on the power of the "gods" Agamotto and Valka, Zhered-Na bested the Dweller, though even their power could not destroy him. They instead plunged him into a state of mystic slumber, where he remained aware, but immobilized in a pocket realm outside Earth's dimension.

The Dweller was able to siphon off some of the fear caused by Cataclysm which resulted from the Celestials' assault on Lemuria, and resulted in the sinking of Atlantis and Lemuria. Using this power, the Dweller imbued some of his consciousness with independent life, creating the entity known as D'Spayre. D'Spayre was responsible for the murder of Zhered-Na, by a neighboring tribesman, during the Cataclysm.
Over the succeeding milennia, D'Spayre contested with Zhered-Na's champion, Dakimh the Enchanter, with neither able to quite gain the upper hand. Nonetheless, the Dweller gained power from the fear generated by their struggles, always getting closer to freeing himself from his imprisonment.
The Dweller created several other puppets to help him spread his fear in the realms of men.
In the modern era, the Dweller influenced the dreams of the sculptor Zoltan Drago, who subsequently developed the Fear Gas, and became the original Mister Fear, patterning his mask after the Dweller (not too much, I think).



(Thor I#229-230 - BTS) - The Dweller began appearing to a series of people, telling them that if they died, that they would live on forever. This led the people to engage in rash acts, bring about their own deaths, and often the deaths of others. Det. Blumkenn informed Hercules and Thor (who had assisted in saving others from the burning apartment caused by one of the Dweller's victims) of the links between the series of deaths.
Hercules was assaulted by the Dweller's Shade-Thralls and pulled into the sewers of Manhattan. By the time he escaped, he was a mindless wreck, wracked with terror. After he recovered, he and Thor returned to the sewers, where they were attacked by more demons and Shade-Thralls. The two gods struggled fruitlessly until Hercules shattered the roof over their heads, allowing the sunlight to shine in, and dispel their foes. Thor glimpsed the shadow of what he believed to be the mastermind of these attacks, but found only a shadow image on the wall, and realized that its true form dwelled within them all.

(Fantastic Four Annual I#23) - The Dweller in Darkness was one of several demons who embody evil that were glimpsed by Kubik and Kosmos as they toured the universe.

(Dr. Strange II#30) - The Dweller's power and influence continued to increase, and he began affecting others more directly. This again drew the attention of Det. Blumkenn, who brought in Dr. Strange and Clea. As the two sorcerers struggled against the Dweller's Shade-Thralls, the Dweller finally gained enough power to break free from his prison. As Strange and Clea used the White Light of Nirvalon to destroy the Shade-Thalls, the Dweller learned that Strange would be one of the greatest threats to him on Earth.

(Dr. Strange II#32-33) - The Dweller allowed D'Spayre to replenish his lost energies (from his defeat by the Man-Thing) off of some of his Shade-Thralls. The Dweller then visited the Dream Dimension and antagonized his "cousin", Nightmare, and then made a connection with one of Nightmare's victims, transforming her into the Dream-Weaver. The Dream-Weaver sought to obtain the Book of the Vishanti from Strange, but was defeated and stripped of her powers by him.

(Dr. Strange II#35-37) - The Dweller sought an alliance with several other demons, but met with refusal or dismissal until encountering Ludi. The Dweller further empowered Ludi, and then his brother, Ningal, in their struggles against Dr. Strange. Strange succeeded in vanquishing the two demons, but was unable to uncover the source behind the attacks. All the time during the attacks by his agents, the Dweller sapped Strange's resolve, such that Strange could no longer fully overcome his fear. Having reintroduced doubt and fear of the unknown into the one being who could oppose him, the Dweller proclaimed himself victor of their duel. Claiming to have more important matters to pursue, the Dweller departed from the Earth's plane of existence, and took the Halls of Fear with him.

(Doctor Strange: Sorcerer Supreme#31/2-33/2) - "A Gathering of Fear"-The Dweller returned and summoned the other Fear Lords to his Halls of Fear. He recruited all of them, save the Straw Man, into his plan to spread the Great Fear. However, the Dweller's true plan was to allow the other Fear Lords to spread the Fear, and allow them to encounter and be defeated by the Earth's mystic champion, Dr. Strange. The Dweller then would feed on the fear, and become the supreme Fear Lord in all existence.

(Doctor Strange: Sorcerer Supreme#38-40) - "The Great Fear"-The Dweller launched his plot, and several of the Fear Lords followed it, and fell before Strange. However, D'Spayre appeared before Nightmare, the last of the three remaining Fear-Lords, and slyly questioned the Dweller's plans, so that Nightmare would not fall victim to it as well. When Nightmare confronted the Dweller, D'Spayre manipulated the two into a contest of their powers, the winner of which would gain his allegiance. Nightmare and the Dweller used their powers, amplified by the Fear caused by the other Lords, to cause increasing levels of terror in humanity. However, after humanity was driven too far into fear, it began to give in to despair. The Dweller realized his and Nightmare's error too late, as the fear faded from mankind, and D'Spayre swelled to an unforeseen level of power. Nightmare fled back to the Dream Dimension, but the Dweller was too slow, and D'Spayre blasted a whole through his chest. However, the Dweller's body was revealed as an unliving shell, which shattered, and the Dweller's true form scuttled through a dimensional aperture to safety.

(Journey into Mystery I#633) - The Fear Lords met to discuss the Serpent's recent attacks on Earth. Nightmare was not present at the meeting as he planned to harvest the fear left behind by the Serpent for himself.

(Journey into Mystery I#636) - Loki and Leah tricked the Fear Lords into a meeting to tell them about Nightmare's scheme to harvest fear the Serpent brought to Earth in a crown to become the King of Fear resulting in an endless battle over the crown between the Fear Lords in Nightmare's realm.

(Journey into Mystery I#645 (fb) ) - Loki tipped of Mephisto to the predicament of the Fear Lords. Mephisto interfered and overpowered the Dweller-in-Darkness to take the crown for himself. He secured the Fear Lords' alliance and subservience by feedig them a ration of the fear collected by the crown. Mephisto hoped to gain enough power to fill Satan's empty throne eventually.

(Journey into Mystery I#645) - Loki sacrificed his thoughts and dreams to destroy the crown as it had been created hy his mind in the first place. Without the crown the Fear Lords no longer served Mephisto and chased him away.

(Secret Avengers II#1 - BTS) - Andras Bertesy, a Hungarian arms dealer, dabbled in dark magic and led a cult that worshipped the Dweller-in-Darkness. After selling access to the Darkforce dimension to terrorists Bertesy was targeted by SHIELD, who sent Hawkeye and Black Widow after him. Hawkeye got caught and ended up chained to the ceiling in a room with a statue of the Dweller-in-Darkness inside. Bertesy used drugs, a psychic and parasite left behind by the Dweller-in-Darkness to interrogate Hawkeye, but he had been brainwashed and couldn't remember why he was even there. Black Widow came to Hawkeye's aid and took down Bertesy and his men while Nick Fury Jr. stopped the terrorist at the White House.

Comments: Created by Gerry Conway and Rich Buckler, defined by Roger Stern and Tom Sutton.

The Dweller-in-Darkness and D'Spayre, or at least that reality's versions of them, also appear in Adventures of the X-Men#11 and 12, where the Dweller causes the fracturing of the M'Kraan Crystal and the destruction of that reality. The Phoenix of that world unites all of the beings of the universe, telling them not to be afraid, and thus deprives the Dweller of the power he sought. Despairing over his failed plans for power, the Dweller was then consumed by D'Spayre. That reality was shown to be the same as that of Galen of Taa, who would become Galactus in the next reality. The implication is that that reality was the precursor of Earth-616. Whether the Dweller existed before the current universe, and then reformed himself, or whether each reality just had its own version is uncertain.

Dweller-in-Darkness got an entry in OHotMU Horror 2005 wherein his possible origin in the previous universe was included, but not as a proven fact.

The Great Fear storyline is the ONLY good use of D'Spayre I've ever read (and I've read them all). He's usually a two-dimensional (which is his nature), predictable, boring villain. This story made him into a clever and manipulative being, able to outwit his obvious superiors in power. Subsequent stories have all been the same: "D'Spayre (or other fear being (ie. Nightmare)) crushes hero with feelings of defeat. Hero rallies, conquers doubts and fears, and defeats D'Spayre." This story had that, too, but at least the getting there was exciting.
    Actually, the Adventures of the X-Men stories were good uses of D'Spayre, too.
    You'd think the Dweller, and/or Nightmare, would be getting some revenge on D'Spayre at some point.

As pointed out by Per Degaton Spite, a demon formerly trapped within the Crimson Cosmos, claimed to be the sister of D'Spayre in the pages of X-Men Unlimited I#12.  If this is the case, Spite may have been created by by the Dweller in the Darkness as well.  Of course demons are not the most honest of creatures, so Spite could have been lying about her relationship to D'Spayre.

Spite was confirmed as a creation of the Dweller-in-Darkness in OHOTMU Horror 2005.

Morton and Jack Krammer...one of many tributes to the Honeymooners.

Its hard to get good images of the Dweller's early appearances, because he was always...dwelling in darkness.

The Dweller-in-Darkness of the Fearlords has no known connection to:

Everyone loves the "extra" dimensions, and I'm guessing that the Sixth Dimension to which the Dweller refers is not:
Sixth Dimension, the realm of Tiboro, @ Strange Tales I#129



The Halls of Fear, the headquarters of the Dweller of Darkness, is apparently a piece of architecture, or a pocket realm, which the Dweller can easily transport with him between dimensions. The corridors are lined by the inert froms of his Shade-Thralls, and there is a large meeting hall. This is the site from which he launched his "Great Fear" plot.

--Dr. Strange II#32 (33, 35-37, 31/2-33/2, 35-37, Journey into Mystery I#633, 636




The Shade-Thralls are actually human victims, who have been manipulated into killing themselves (and sometimes others) by the Dweller. They appear in the form of shadow creatures or demonic beings. The Shade-Thralls can cause fear in others, and possess great strength, enabling them to drag even beings with Class 100 strength into the shadows, further increasing their terror. The Thralls' strength is most likely enabled by the fear of a victim. Those who do not fear them are unlikely to be harmed by them.
The Shade-Thralls are susceptible to natural, which can either destroy them, or banish them back to the Halls of Fear. In some cases, magical light, such as that derived from Nirvalon, can destroy the form of a Shade-Thrall, and the victim reverts to the original form, unaware of what they have done in the service of the Dweller. --Thor I#229 (230, Dr. Strange II#30, 32, Doctor Strange: Sorcerer Supreme#31/3











The first, Theresa Mendel, a college chemstry instructor, set himself on fire with a bunsen burner in front of a classroom. She died in the blaze, but her body was never found

--Thor I#229(fb)











The second, Moe Hartwell, ignited a box of dynamite he was sitting on at a construction site.

--Thor I#229(fb)






The third brought a gun on a plane and shot the pilot and co-pilot, causing the plane to crash, killing everyone aboard.

--Thor I#229(fb)






Hercules observed the fourth, a man, open a gas valve and light a match, killing himself, blowing up his apartment, and setting the entire building on fire.

--Thor I#229






Jack Krammer and Morton were two sewer workers. Morton was torn to pieces by the Shade-Thralls or some other tentacled being. Jack escaped and stumbled into the sanitation offices, where he then blew up a gas main, killing himself and his co-workers.
--Dr. Strange II#30





The "Way of the Shamblu" refers to Catherine L. Moore's short story Shambleau....

(On my site, in French, illustrated by Jean-Claude BARBARELLA Forest)

About an alien female Medusa-like space vampire...

    In effect, both Nightmare and the Dweller are parasitic in nature, preying on the emotions of lesser races, but the Dweller has chosen an unclean " way
of life (by his people's standards) by disembodying his head and becoming corporeal (after a fashion) (unlike Nightmare who's more ethereal).

--info courtesy of the writer of the the Halls of Fear stories in Book of the Vishanti: Jean-Marc Lofficier


Thor I#229-230 (November-December, 1974) - Gerry Conway (writer), Rich Buckler (pencils), Chic Stone (#229) & Joe Sinnott (#230) (inks), Roy Thomas (editor)
Dr. Strange II#30 (August, 1978) - Roger Stern (writer), Tom Sutton (penciler/inker), Jim Shooter (editor)
Dr. Strange II#32 (December, 1978) - Roger Stern (writer), Alan Kupperberg (penciler), Rudy Nebres (inker), Bob Hall (editor)
Dr. Strange II#33 (February, 1979) - Roger Stern, Ralph Macchio (writers), Tom Sutton (penciler), Rudy Nebres (inker), M.J. Duffy (editor)
Dr. Strange II#35 (June, 1979) - Roger Stern, Ralph Macchio (writers), Tom Sutton (penciler), Pablo Marcos (inker), Allen Milgrom (editor)
Dr. Strange II#36-37 (August-October, 1979) - Roger Stern, Ralph Macchio (writers), Gene Colan (penciler), Dan Green (inker), Allen Milgrom, M.J. Duffy (editors)
Fantastic Four Annual#23 (1990) - Len Kaminski (writer), Grec Capullo (pencils), Larry Mahlstedt (inks), Ralph Macchio (editor)
Doctor Strange: Sorcerer Supreme#31 (July, 1991) - Jean-Marc Lofficier, Roy & Dann Thomas (writers), Larry Alexander (pencils), Tony DeZuniga (inks), Mike Rockwitz (editor)
Doctor Strange: Sorcerer Supreme#32-33 (August-September, 1991) - Jean-Marc Lofficier, Roy & Dann Thomas (writers), Larry Alexander (pencils), Tim Dzon (inks), Mike Rockwitz (editor)
Doctor Strange: Sorcerer Supreme#38-40 (January-March, 1992) - Roy & Dann Thomas (writers), Geof Isherwood (penciler), Jim Sanders III (inker), Mike Rockwitz (editor)
Adventures of the X-Men#11-12 (February-March, 1997) - Ralph Macchio (writer), Yancey Labat (pencils), Ralph Cabrera (inks), Mark Bernardo (editor)
Journey into Mystery I#633 (March, 2012) - Kieron Gillen (writer), Ricahrd Elson (artist), Lauren Sankovitch (editor)
Journey into Mystery I#636 (June, 2012) - Kieron Gillen (writer), Ricahrd Elson (artist), Lauren Sankovitch (editor)
Journey into Mystery I#645 (December, 2012) - Kieron Gillen (writer), Stephanie Hans (artist), Lauren Sankovitch (editor)
Secret Avengers II#1 (April, 2013) - Nick Spencer (writer), Luke Ross (artist), Tom Brevoort &aump; Lauren Sankovitch (editors)

First Posted: 10/26/2001
Last updated: 11/20/2016

Any Additions/Corrections? please let me know.

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