As Alicia unveils a sculpture of the Thing, the Fantastic Four read the latest news reports of the X-Men. Coincidentally enough, the Puppet Master and the Mad Thinker have teamed up to get revenge on the Fantastic Four, creating a puppet of the X-Men's leader Professor X in order to use the X-Men as their tools of revenge.

Manipulating Professor X into ordering the X-Men to go and attack the Fantastic Four, they meet the FF at the Baxter Building under the pretense of making a visit to meet the group on friendly terms. A battle erupts between the two groups, however, the X-Men are forced to flee, taking Sue hostage.

Tracking them back to the Mad Thinker and the Puppet Master's base, learning the truth the X-Men resist the Professors' control over them until they can destroy the Mad Thinker's puppet of the Professor. The X-Men and the Fantastic Four then team up to fight off the Mad Thinker's Awesome Android, and with the help of Professor X's telepathic abilities deactivate the android. In the aftermath of the battle, the Mad Thinker and Puppet Master manage to escape, and the X-Men are ordered to return to base, leaving the FF to take the Awesome Android into their possession.

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