Feeling abandoned by his friends, the Hulk has ventured out into the desert to let loose his rage. While looking up at the stars, the gamma-spawned monster gets the idea that the stars can be his friends and tries to leap up to them. Obviously, this ends in failure when the Hulk leaps into the outer atmosphere and comes crashing back down to Earth. The impact from re-entry knocks the Hulk out sufficiently enough that he begins to relax and eventually reverts back to Bruce Banner.

Meanwhile, not far away is a space shuttle launching pad owned by Utrecht Industries that is about to be launched. Inside the facility is Simon Utrecht, ship designer Michael Steel, and expert siblings Ann and James Darnell. Driven by the need for power, Simon Utrecht intends to recreate the same accident that created the Fantastic Four. However, he has purposely had the shuttle built with no shielding so that they can all gain even more fantastic powers. Although Steel is reluctant to this idea, Simon convinces him with the promise of absolute power.

As the quartet take off in their spaceship, its blast off awakens Bruce Banner. Seeing the Utrecht facility nearby, Bruce goes in to get some help and figure out where he is. However, he finds the facility empty. Watching the monitors he realizes that the crew is about to pilot into a cosmic ray storm. Unaware of the intended goal of the mission, Banner takes control of the ships computers and forces a landing. The ship crashes in the desert outside the facility and when Bruce goes to look for survivors he is shocked to see that the crew aboard the ship have been transformed. Simon Utrecht has been mutated into a being that can control the vectors of different objects, Steel a man made of that very same substance, while Ann can transform into any gaseous form she desires, and James is living energy.

The group calls themselves the U-Foes, and each take on a name that matches their power set. Simon begins calling himself Vector, Ann chooses the name Vapor, while Michael takes on the identity of Ironclad and James the name X-Ray. Furious that Banner interfered with their flight, thus denying them even greater power, the foursome attack Bruce triggering a transformation into the Hulk. Inexperienced, with their powers and lacking teamwork, the U-Foes end up causing more harm to themselves than they are the Hulk. Just when the quintet are getting the hang of their powers, suddenly their abilities shift into overdrive. Ironclad becomes incredibly heavy and sinks into the ground, X-Ray becomes incredibly unstable and explodes, Vapor dissipates into pure oxygen, while Vector's powers prevent the very air from reaching his lungs and his suffocating body is shot into space at escape velocity.

Watching Vector streak across the sky, the Hulk is envious that Vector managed to reach the stairs and wanders off to ponder this encounter.

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