Simon Utrecht, a former politician and multi-millionaire, funds an operation to gain superpowers the same way the Fantastic Four had, by flying into space and being exposed to cosmic rays. He chooses three other members to join him: Ann Darnell, Jimmy Darnell, and Mike Steel. What the group did not know was that they would be exposed to much higher amount than the Fantastic Four and that it would most likely kill them. The Hulk, in his Bruce Banner form, brings the ship down by reprogramming their computer before the group was exposed to the terminal levels of cosmic rays. The group did manage to gain powers and the newly christened U-Foes attacked Banner for interfering, convinced they could have become even more powerful without his intervention. Banner transforms into the Hulk and a fight ensues, but the U-Foes lose due to their inexperience with their newly gained powers and inability to fight as a team. In the end, their own ongoing mutations incapacitate them, and the team is scattered as they lose control of their increasing abilities.