The Menace of the Metal Man!

The evil clones of the Fantastic Four are continuing their plan to recreate the original adventures of the Fantastic Four. Seeking to relive their battle with the Miracle Man, these clones attack an innocent magician's magic show. After exposing the magician as a fraud, the clone of Reed Richards announces to the crowd that they will be imposing a new "Fantasti-Tax" on the citizens of New York, demanding that those gathered in the theater must pay them fifty dollars each in order to be allowed to leave the building, much to the protest of those gathered there. Watching these events unfold is Aron the Rogue Watcher, who finds these developments hilarious. He then turns his attentions back to the real Fantastic Four who are still in cryogenic suspension and begins viewing the dreams of Reed Richards....

In the dream, Reed and Sue are spending some time at the Four Freedoms Plaza with their son Franklin, who is busy playing a game of Scrabble with his mother. Also taking some time to relax is Ben Grimm, when suddenly his girlfriend Ms. Marvel enters the room with a component. Reed tells her to place it next to his new computer, the Turino XL. Reed intends to use the new computer to help boost the computer mainframe of their headquarters and begins telling them about the computers specifics until he realizes that he is boring them all. With that realization, both Ben and Sharon and the arriving Johnny and Alicia decide to depart to have some fun on their own. When Sue ask Franklin if he wishes to go to the park, he tells her that he is too interested in his game to go outside and Sue leaves him to it as Reed gets back to work.

On their way out, Ben and Sharon say goodbye to the Fantastic Four's robotic secretary Roberta before entering their private elevator. Inside they are suddenly jarred as the elevator cables snap and the car goes into freefall. In order to stop them from a fatal fall, Sharon punches through the wall of the elevator car and grips into the outer shaft in order to slow down their descent. Elsewhere in the building, Sue is walking through the halls worrying about when Doctor Doom will strike again since being disposed as leader of Latveria when suddenly she senses something wrong in the robotics lab. After probing with her invisibility powers she calls Reed to come to her side. As Reed heads that way he also gets a distress call from Sharon and Ben who are still trapped in the elevator but are safe. Reed tells them to free themselves and come back upstairs to help, much to the chagrin of Ben who dislikes the idea of walking up fifty stories. Back in the robotics lab, Sue tells her husband that she suspects that someone has been tampering with the equipment here. Reed begins examining inside various panels and finds that one of the override switches has been sabotaged, proving Sue's hunch. Before Reed can deduce who might be responsible, he and Sue realize they have left their son unattended and rush to him to make sure he is still safe.

In the living room, it appears that Franklin is safe, and he shows his parents that he was able to spell the name of his father's computer. As Reed hastily begins to put the game away he accidentally spills the game pieces onto the ground. taking a look at the scattered letters, Reed realizes "Turino XL" is actually an anagram, and rearranges the words so they spell "Ultron XI". When this is realized, Reed's computer suddenly begins to transform into the body of Ultron XI. Ultron explains that while the West Coast Avengers may have previously defeated him, he backed up his memory thus cheating death once again, rebuilding himself into a popular home computer as a means of infiltrating the homes and offices of America. When Reed tries to attack Ultron, he is blasted aside. However, the robot is caught off guard when he is sent reeling from a blow by Ms. Marvel who has arrived on the scene with Ben in tow. When Sharon tries to strike Ultron again, the robot surprises them by turning into energy and escaping into the computerized control panel behind him. Fearing that Ultron might use their headquarters for his staging ground to take over the world, Mister Fantastic shuts down the power within their headquarters in order to trap Ultron inside with them.

As the group searches in the dark for Ultron they are suddenly attacked by Roberta, who is now under Ultron's control. When Reed realizes that Ultron must be in his lab, the robot suddenly teleports before them and blasts the entire group. As Ultron explains his plans to the incapacitated heroes, Ultron is suddenly distracted when Roberta disobeys his commands and begins flying toward the Fantastic Four. This causes Ultron to lower his stasis beam, allowing Reed to renew his attack on the robot. Although Reed manages to wrap himself around Ultron, the robot electrifies Reed stunning him into unconsciousness. Sharon then charges into the fray and begins fighting it out with Ultron. At first, Sharon has the upper hand, but Ultron revitalizes himself with more electricity and begins turning the fight around. Ms. Marvel finds new strength when Ultron calls her a fraud of the real Thing and begins fighting back again. She pulls the floor out from under Ultron and then surprises the robot by folding the metal around him. Much to the surprise of her teammates, Sharon manages to use her strength to crush Ultron into a solid cube. In the aftermath of the battle, Reed theorizes that Ultron bluffed everyone into thinking that he was still composed of Adamantium, but in order to pull off disguising himself as a Turino computer, he would have had to compose his new body out of a lesser material. When Reed puzzles over how Roberta moved independently of Ultron's commands, Sue explains she used her invisible force field to move her. Reed remarks how wonderful his team is and hugs them ending the dream...

... Aron completes his viewing of Reed's dream and returns his attention back to his clones. He witnesses them out on the streets of New York terrorizing the citizenry with demands that they pay their new "Fantasti-Tax" and otherwise be nuisances.

Recurring Characters

Fantastic Four (Mister Fantastic, Invisible Woman, Human Torch, Ms. Marvel, Ben Grimm), Aron the Rogue Watchers, Fantastic Four clones, The Wizard

Continuity Notes

• Aron the Rogue Watcher replaced the real Fantastic Four with clones in Fantastic Four #328, and placed the real heroes in suspended animation to view their dreams.

• The clones of the Fantastic Four are attacking the magic show in order to try and recreate the real team's first battle with the Miracle Man that happened in Fantastic Four #3. These clones started this trend by attacking the Mole Man in Fantastic Four #329 in an attempt to recreate the events of Fantastic Four #1.

• Although most of this story takes place in a dream, it is based on real events as follows:

  • Ben Grimm is depicted in human form here, Ben was recently transformed back to a human during the events of Fantastic Four #326.

  • Reed talks about his Turino XL computer. This computer also exists in the real world, Reed brought it to the Four Freedoms Plaza in Fantastic Four #326 as well.

  • Sue mentions how Doctor Doom was disposed as ruler of Latveria. She is referring to Fantastic Four Annual #20 where Doctor Doom was ousted as ruler of Latveria by his ward Kristoff Vernard who at the time believes himself to be the real Doctor Doom, and Von Doom to be an impostor. Doom has been looking for allies to help him liberate Latveria since Fantastic Four #311.

  • Reed mentions how the Wizard had previously infiltrated their headquarters this was during the events of Fantastic Four #326-328.

  • Reference is made how the Avengers West Coast had recently destroyed Ultron. This is a reference to West Coast Avengers (vol. 2) #7 when Ultron-11 and Ultron-12 were both destroyed by Wonder Man.

  • Mention is made to the fact that past incarnations of Ultron utilized Adamantium in his design. The first time he did this was in Avengers #66-68.