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Fantastic Four (1961 series) #28

Jul 1964 on-sale: Apr 9, 1964

Stan Lee
writer
 |  Jack Kirby
penciler

Fantastic Four (1961 series) #28 cover

Story Name:

We Have to Fight the X-Men!


Synopsis

Fantastic Four (1961 series) #28 synopsis by reviewer Rob Johnson
Rating: 4 stars

Image from Fantastic Four (1961 series) #28
Thing has just got a new statue of himself from his blind sculptress girlfriend Alicia. The other 3 of the Fantastic Four are reading about the X-Men in a newspaper (the Daily ???, possibly Bugle from Amazing Spider-Man). Sue Storm comments on the villains they've defeated (in XM#1-5), and her brother Johnny adds that he teamed up with Iceman recently (Strange Tales #120). Ben Grimm upsets Alicia when he reminds her of her stepfather Puppet Master ...

Magic: The Gathering Marvel Super Heroes
Give that special marvelite a timely gift
... and by the power of narrativium that villain is just entering the lab of the (Mad) Thinker (and as usual that other villain claims that he predicted his arrival to the second). PM is shocked at the sight of his host's giant android which MT says he stole off Reed Richards and gained control of. MT wants PM to join him in defeating their foes the FF. Disheartened by his previous solo defeats by them PM had gone into hiding but with a partner he's willing to give it another go.

MT has a lead-lined protective suit for PM to wear while moulding some of his radioactive clay to create his greatest puppet yet. He's studied everything known about the X-Men and deduced exact details about their leader Professor X including precisely how much clay will be necessary to dominate such a powerful telepathic brain. In his Westchester school for mutants Charles Xavier feels someone trying to take over his mind and he fights back, but as the critical amount of clay is reached he succumbs.

Prof X calls his teenage X-Men to his office and tells them to capture the FF and destroy them because he's mentally discovered that they plan world domination. His pupils find this hard to believe but they trust him and fly in their jetcopter to the Baxter Building where the FF and Alicia greet them warmly. Cyclops initiates their plan by inviting the FF to join them in investigating an alien space ship. Reed Richards says they can't go because he and Johnny are in the middle of testing a new nosecone he's invented for the Air Force. But this response had been predicted so he falls back on Plan B and just attacks the duo with his optic blast.

In another room Ben and Alicia are showing Marvel Girl the new Thing statue. When Thing also refuses to go with the X-Men she telekinetically levitates the statue trying to lead him away but it's too heavy and she drops it and it smashes. She then has to mentally spin the angry hero like a top to stop him getting to her. Sue comes in to see what all the commotion is about but Angel grabs her and flies her into the air while Iceman ice-lassos her ankles.

Beast has joined Cyclops in fighting the other 2. While Human Torch dodges Cyclops' eye-beams Mr Fantastic forms into a ball under Beast. But of course the agile Hank McCoy is able to balance on top even as the 'ball' rolls around. So MrF changes form to try and engulf the teen but Beast ties him into a pretzel. As they fight the 2 big-brains talk eloquently, until Reed evades a lunge and Hank's momentum takes him next door to run into Thing. Ben recovers 1st and grabs Jean Grey but Iceman enters and encases his head and feet in blocks of ice.

Scott Summers is using his optic blasts to break dangerous machinery to force the FF to surrender. Reed decides to give up in order to find out what this is all about, and persuades Johnny to agree. Bobby Drake creates an ice slide which a low power blast from Cyke propels Ben along to join the other 2. Thing breaks free of the ice blocks but MrF tells him to stop fighting too.

Meanwhile the X-Men have left them with Invisible Girl as hostage in a steel locker. Warren Worthington flies out to bring the jetcopter to them and the others get in with Beast carrying the IG locker. Thing breaks through a steel door they'd locked and the FF look out a window to see the 'copter hovering not far off, because the XM want the FF to follow them. They find Alicia where the X-Men had put her for safety, and this confirms Reed's feeling that his love Sue isn't in danger. The 3 men get in their Pogo Plane and follow their 'foes' to the mesa where the UFO was supposed to be.

They land and see the X-Men with Sue free and unharmed. But a mental message from Prof X tells his students to fight them again, and this time completely subdue them. Reed tells his gang to try not to hurt the kids as he faces Angel, HT is obviously paired with Iceman, IG surrounds Marvel Girl with her forcefield and Thing takes on Cyclops. Cyke holds Ben Grimm at bay with his force blast but Thing slowly forces his way through it, only to fall into a sudden hole that opens in the ground. Scott realises that PX, or someone, has booby-trapped the plateau. Reed runs to his friend's aid chased by Angel, but is caught by a rapidly spinning device. This distracts Sue who runs to *his* aid, releasing MG. 2 cannons suddenly pop up and fire asbestos-covered straightjackets which envelope her and HT. And the battle's over.

A large trapdoor opens and from it emerge Puppet Master and Thinker. They boast about what they've done and Cyclops prepares to lead his team against them. But PM exerts his control over the distant Prof X who mentally causes his students to fall asleep. But Beast fights it off and leaps on PM causing him to drop his puppet which Hank crushes with 1 of his big feet.

Meanwhile Thing has punched hand/footholds in the side of the pit he's in and climbed out. He untangles Reed from *his* trap and then they rip the asbestos off Johnny and Sue. They see the X-Men fighting the Mad Thinker's android that's under *his* mental control and they rush to help them. It can imitate its foes' powers and uses ice to encase HT but MrF helps him break free. Marvel Girl telekinetically topples the android and Cyclops blasts it. IG traps it in her forcefield but it breaks out so Thing attacks it. But this allows it to become a much bigger version of *him* to overpower him. However Charles Xavier has recovered from Puppet Master's attack on his mind and now reaches out with his mental power to apply pressure to the control centre of the android's body, knocking it out. And now the battle's really over.

The heroes all recover but the villains go back through their trapdoor. The bouncing Beast caroms after them until a sliding door stops him. Then the duo escape in Thinker's flying craft from the side of the mesa. Thinker claims his plan was perfect until Puppet Master lost his puppet. Reed and Scott shake hands and the X-Men leave in their jetcopter, leaving the FF with the inert android.

Funko Pop! Marvel: The Fantastic Four: First Steps - The Thing
Give that special marvelite a timely gift


Characters
Good (or All)
AMASTERS  
Alicia Masters
(Alicia Reiss)
ANGEL  
Angel
(Warren Worthington III)
BEAST  
Beast
(Hank McCoy)
CYCLOPS  
Cyclops
(Scott Summers)
TORCH2  
Human Torch
(Johnny Storm)
ICEMAN  
Iceman
(Bobby Drake)
INVISIBLEWOMAN  
Invisible Girl
(Sue Storm)
MARVELGIRL  
Marvel Girl
(Jean Grey)
MRFANTASTIC  
Mister Fantastic
(Reed Richards)
THING  
Thing
(Ben Grimm)
XMEN  
X-Men
(Xmen)

Antagonists
PMASTER  
Puppet Master
(Philip Masters)
Plus: Awesome Android (Awsome Andy).

> Fantastic Four (1961 series) comic book info and issue index



This comic is in the following collection:
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Fantastic Four - issues #1-30 and Annual #1

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Main/1st Story Full Credits

Jack Kirby
Chic Stone
?
Jack Kirby (Cover Penciler)
Sol Brodsky (Cover Inker)
Stan Goldberg (Cover Colorist)
Additional Credits
Letterer: Art Simek.
Editor: Stan Lee. Editor-in-chief: Stan Lee.



Review / Commentaries


reviewer
Fantastic Four (1961 series) #28 Review by (May 22, 2026)
The previous week's offerings included Daredevil #2 which attracted attention by having Spider-Man's Electro as villain and the FF as guest stars when they hired Matt Murdock as their lawyer. Joe Orlando came on board for 3 issues as penciller - he'd been working for EC Comics and Classics Illustrated as well as doing stuff for Marvel since the beginning of the 50's. He'll go on to work for Warren Publications and become Vice President of DC Comics. The inker for these issues was Vince Colletta - he'd been inking for Marvel also since the early 50's, primarily romance mags, and this is his 1st super-hero work. But alongside this he'll start a long run inking Jack Kirby on Tales Of Asgard and later Thor itself, and then also in this title.
Also last week Tales To Astonish #57 saw Spider-Man guest star with Ant-Man & Wasp against Egghead, and just as here the heroes had to fight each other. The extra Wasp strip switched from having her relate 'monster' stories to having her own adventure (now all the 4 anthology titles have 2 active 'hero' strips). And Journey Into Mystery #105 joined TTA in filling the issue with 18 pages of Thor and 5p of Tales Of Asgard leaving room for only a 1p text reprint, which will continue until it gets replaced by a letters page in #109.
Alongside this issue this week Amazing Spider-Man #14 had a guest app by Hulk and the 1st app of Spidey's bete noir Green Goblin. And Tales Of Suspense #55 also stopped having 'monster' tales and joined the other anthologies by only have 1p of text story beyond the 'hero' content, which again will continue until a letters page turns up in #59. But for this issue only it cheats by having a 5p All About Iron Man 'story' as well as the IM and Watcher strips.

This is the 4th in a row of guest star issues which have now featured all the current Marvel superheroes except Spider-Man and the newbie Daredevil.

Humorous credits have already made appearances. This issue gives the 4 creators titles, of which only Jack (the King) Kirby will stick. (Stan the Man Lee hasn't yet been coined.)

As suggested, the X-Men are here between their #5 and #6.

Puppet Master was introduced in #8 and featured in #14 where he made Sub-Mariner fight the FF, and in ST#116 where he made Human Torch and Thing fight each other.
On the other hand (Mad) Thinker and his android have only previously appeared in #15.
The next apps of the dastardly duo will in ST#126 as they team-up against HT and Thing. But the android will stay out of things until he like every other villain gatecrashes the wedding of Sue and Reed in Annual #3.

Sue Storm's list of X-Men's foes has Space Phantom instead of Vanisher. Probably Stan Lee getting confused between XM#2 and Avengers #2 published together.

Stan also gets confused about his own plot for #15. He has Thinker claiming that Reed Richards created the android but *he* stole it, whereas Reed had only created a single living cell but he had a blueprint for the android which Thinker was able use with Richards' cell creation technique.

His confusion continues when we hear Cyclops thinking that the Thinker predicted something when presumably it should have been Prof X.





Thor

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