Over the years, D'Spayre has tried to bring many heroes to despair, resulting in numerous failures. In one instance, he manipulates the Fear Lords, powerful demons and gods who feed upon humanity's fears into creating the Great Fear. With their powers combined, the Fear Lords (except for the Straw Man who opposes their plan) believe that they can plunge humanity into a permanent state of terror. Most Fear Lords are defeated by Doctor Strange, but Nightmare and the Dweller-in-Darkness manage to create the Great Fear. They then discover that D'Spayre has been manipulating them, as the Great Fear causes so much terror in humans that they stop fearing and succumb to despair, thereby feeding D'Spayre who becomes more powerful than the two of them. Doctor Strange manages to stop D'Spayre, while the Fear Lords flee.