Spider-Man: Mask of the Ghost is a 1998 American animated superhero film featuring the Marvel Comics character Spider-Man. It is a cinematic stand-alone continuation of Spider-Man: The Animated Series set on Earth-92131.

Its story follows Spider-Man as he faces a mysterious vigilante who is murdering New York's crime bosses. 


After saving the world from Spider-Carnage, Spider-Man is transported to a dimension where Mary Jane Watson is. From Mary Jane's perspective only a few moments that passed since she got sucked through the portal. They are attacked by the Green Goblin who has also been trapped there. Madame Webb is able to transport Spider-Man and Mary Jane back to Earth but the Green Goblin is take with them. Spider-Man tries to catch the Green Goblin but he gets away.

One year later, Spider-Man confronts a group of New York City crime bosses, who are intending to launder millions of counterfeit dollars in a casino. As their leader escapes to his car, a Spider-Man resembling figure attacks him demanding to know where Norman Osborn is; the crime boss is killed when the figure causes him to drive out the side of a parking garage and crash into a neighboring building. Spider-Man is seen immediately afterwards, and is blamed for killing him.

J. Jonah Jameson tells the media that Spider-Man is a menace. Spider-Man, who refers to the figure as the Ghost, thinks its Mysterio who is somehow alive due to the use of similar smoke bombs. The figure interrogates another gangster about Osborn and kills him when he doesn't know anything.

Spider-Man investigates the gangster's death. He finds a girl who he recognises as Rachel Stromm, one of the girls from the field trip where he got bit by the radioactive spider and daughter of Wardell Stromm who worked with Norman Osborn on the Goblin formula. Startled by Spider-Man's appearance, Rachel flees.

Spider-Man finds evidence linking the gangster that the Ghost had killed with the Goblin formula and the Kingpin. When he visits Rachel to try to get more answers she rebuffs him, intimating she now knows his identity.

Meanwhile, the Kingpin, believing Spider-Man killed the others and will come for him, hires the Green Goblin for help. The figure arrives at the Kingpin's house but finds him comatose by Green Goblin's hands, and through a camera strapped to the Kingpin's body, Green Goblin sees the murderer is not Spider-Man. The figure escapes as the house explodes. Spider-Man pursues and fights the killer, but is interrupted by the police and rescued from arrest by Rachel.

Rachel later explains that while Spider-Man had been able to save her father from the fire at Oscorp, the chemical he had breathed in turned out to be fatal. Peter realises Rachel is the killer, intend on avenging her father. Rachel tells Peter that she found Mysterio's equipment after his death and combined them with Spider-Man's web shooters to form her Ghost persona. The Ghost keeps Spider-Man busy with holographic projections while she goes after Green Goblin.

The Ghost tracks Green Goblin, who has also worked out her identity. Green Goblin fights her, but before he can kill Rachel, Spider-Man arrives and begs Rachel to give up her quest. She refuses and disappears. After Spider-Man and the Green Goblin battle to a stalemate, with the amusement park about to be blown up, Rachel returns and seizes Green Goblin, bidding Spider-Man goodbye before vanishing with the maniacally laughing goblin, and Spider-Man barely escapes the explosions.

Aunt May later consoles Peter, telling him no one could have helped Rachel. Meanwhile, Rachel departs from New York on an ocean liner, feeling completely lost. Spider-Man stands on top of a New York and swings off when he hears police sirens.

Voice cast

  • Christopher Daniel Barnes as Peter Parker/Spider-Man
  • Dana Delany as Rachel Stromm/The Ghost
  • Neil Ross as The Green Goblin
  • Sara Ballantine as Mary Jane Watson
  • Ed Asner as J. Jonah Jameson
  • Julie Bennett as Aunt May
  • Roscoe Lee Browne as The Kingpin
  • Philip Abbott as Wardell Stromm
  • Joan Lee as Madame Webb
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