The Hulk, General Ross, Clay Quartermain and a group of soldiers are all prisoners of the Gremlin within Bitterfrost, a Russian military fortress located in Siberia. With the Hulk incapacitated by his electro-stasis beams, the Gremlin reveals to the others his Psi-Clone, a device that allows him to duplicate and control human minds. He explains that he used the device to swap the minds of Glenn Talbot and his loyal spy Gregori Kronski, who was surgically altered to resemble Talbot for the purposes of attempting to assassinate the President. Sending Ross and the others to their prison cells the Gremlin prepares to use his Psi-Clone on the Hulk in the hopes of using the brute as his pawn. However, this fails as the device fails to register any brain activity from the Hulk.
When left alone in their cells, Clay Quartermain explains to General Ross that if they don't get out in the next 49 minutes they aren't going to get out at all: He explains that SHIELD has taken over the Russian satellite that gave the Devastator his powers, and that they intend to use it to destroy Bitterfrost should they not make it out. However, Clay has a means for their escape: a miniature explosive device hidden under a false finger nail blasts open the door. They then rush the Gremlin's control room, knocking out "Gregori Kronski" and taking him and the Gremlin hostage. They free the Hulk and Ross convinces him to help for Betty's sake. However, on their way out, the Gremlin's pet creature Droog is unleashed. While the Hulk fights off Droog, the Gremlin makes his escape, blasting Glenn with a Cerebro-Ray, effectively erasing his mind and leaving his mind a blank slate.
As the Hulk and Droog continue to fight, Ross, Clay and the others make their escape. As they escape into their chameleon ship and blast off, SHIELD agent Sidney Levine, on orders from Nick Fury, activates the nuclear satellite. It blasts Bitterfrost, completely atomizing the structure. As they watch the blast from their plane, Ross feels terrible that he effectively lied to the Hulk, and that he has to not only go home and tell his daughter that her husband is now a mindless vegetable but also that he is responsible for the death of the Hulk.

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