With Magneto holding Lady Dorma and Sue hostage, the Fantastic Four and Namor are forced to retreat while Magneto leads the Atlantean army to prepare to strike the surface world. While the Fantastic Four return to base where Reed starts building a device to battle Magneto with, Sue escapes momentarily before she is captured by Magneto once more.

Namor manages to keep Magneto busy, however the master of magnetism sends an Atlantean attack party to attack the Baxter Building to disrupt Reed's work. Ben and the others manage to fight off the invaders while Reed finalizes his device.

Confronting Magneto, Reed manages to activate his device trapping Magneto in a barrier that even his magnetic powers cannot break through. After Sue and Dorma are freed, Namor takes back his army and returns them to Atlantis.

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