Villain/First Appearance: Psycho-Man, Live Wire, Ivan, Shell-Shock

Guest Appearance: Crystal, Black Panther, Inhumans: Black Bolt, Medusa, Karnak, Triton, Gorgon, Lockjaw

Gadgets & Technology: Psycho-Ray, Component Five, Electro-Lariat, Giant-Size Mind Ray

Innovations: Sue finds out she is pregnant, Panther Island, first mention of Sub-Atomica (aka Microverse)

Feature Characters: Stan Lee, Jack Kirby

Cameo: Marie Severin, Roy Thomas, MMMS, The Melter, Juggernaut, Mole Man

Feature Character: Silver Surfer

Villain: Quasimodo

Innovation: Quasimodo gains anthropomorphic form

Sue mysteriously collapses without explanation, and after receiving immediate attention from her teammates, Ben shoves off from the others to go see Alicia. Meanwhile, a villain named the Psycho-Man torments one who had failed him in servitude. He manipulates the controls on his Psycho-Ray and blasts the man with a "Fear Ray", causing the man to see visions of monsters. Uncontrollably frightened, he leaps out the window. Psycho-Man meets with his other servants- rogues named Live Wire, who manipulates an electrified lariat, Ivan, a brawny tough guy, and Shell-Shock, a whiz with weapons. He reminds them of their task- to recover Component Five and deliver it to him- and he gives them a taste of the "Doubt Ray", which causes them to doubt themselves and pledge further allegiance to his power.

Ben arrives at Alicia's apartment, where she has received an unexpected package. Ben tries to open the box, but is shot in the back with a weird ray. He turns around and sees a scaly green monster, and is filled with an overwhelming sense of fear that keeps him from fighting back. After he collapses in fear, Psycho-Man and his trio of evil helpers come in and pick up the box that was delivered to Alicia- it is Component Five, the final piece needed to construct Psycho-Man's diabolical puzzle! They fly off to Psycho-Man's secret Caribbean island base to work on his project.

In the Caribbean, the Black Panther prowls the terrain on his newly purchased island, called Panther Island. He stumbles onto Medusa and Karnak, and after tussling with them for a few moments, Black Bolt comes on to the scene, silently urging all combatants to cease hostilities. Black Panther recognizes him, and then follows his lead when he flies across the bay to a rocky outcropping. Black Bolt creates a bridge out of molecular energy that they use to cross over to the outcropping. Then, Karnak splits the outcropping in two, revealing what it was that Black Bolt was leading them to: a giant dome. But suddenly, a force blast knocks out Karnak!

Thing barrels into Reed's lab, pushing him to join him against the creeps who attacked him at Alicia's place. But Reed tells everyone that he and Sue aren't going anywhere right then- because Sue is pregnant! Ben, Johnny, Alicia and Crystal explode in a riot of joy at the news! But when the clamor dies down, Ben realizes he and Johnny can take on the mystery of who attacked him without Reed and Sue.

Psycho-Man realizes that Black Panther and the Inhumans have stumbled onto his base at Panther Island. He sends Live Wire, Shell-Shock and Ivan out to take care of them. The three men have formidable powers at their disposal, with Live Wire's elecitrified lariat lashing out at Medusa, Shell-Shock firing a miniature Hunter Missile from his weapon, but the loosely organized super-team of Black Panther, Black Bolt, Medusa and Karnak make quick disposal of them. Psycho-Man realizes he's up against more power than he thought, but he thinks that once he finishes his giant-sized Mind Ray, he'll be unstoppable.

Black Bolt launches himself in flight down a corridor towards Psycho-Man's lair, but sensing danger ahead, he pulls up. Suddenly, Lockjaw appears with Johnny Storm, Thing and Triton. The three men join with the others to form an ad hoc super-group the likes of which has never been seen before, and they head off to take care of the unknown power behind the recent and unwelcome attacks! First up is a giant yellow beast with tentacles that none of the heroes can seem to make a dent in. Karnak also has trouble penetrating a certain wall, losing himself in a growing cascade of doubt in his abilities.

Meanwhile, the Black Panther is navigating the hidden air ducts of the Psycho-Man's lair, but his quarry knows of his presence, and he sends a menace to face him- a great hairy beast that cuts to the core of Black Panther's fears.

The Inhumans' Gorgon has been on a scouting mission across the island, and has been trying to locate Black Bolt to inform him to his findings. He stumbles onto the rocky outcropping, where he quickly spots the carnage of battle. Seeing that his fellow Inhumans and Johnny Storm are in pitched battle, he stomps his foot onto the ground, causing the giant beast they fight to dissolve into thin air. Gorgon and the rest quickly rescue their other teammates and friends, who are all on the verge of succumbing to their own private fears and doubts made terribly real by the Psycho-Man!

Thing finally penetrates the wall hiding Psycho-Man's location, and the villain is revealed to all for the first time. Black Bolt disintegrates the giant-sized Mind Ray, but Psycho-Man holds them at bay with his smaller-sized Mind Ray. He explains that he is from the realm of Sub-Atomica- a rapidly overpopulating universe held within a single atom of Earth, and his defeat of them is only the first step of his defeat of all of Earth. But the Black Panther drops down from the air duct he had been hiding in and takes out Psycho-Man. His costume droops to the floor, lifeless and disembodied- Psycho-Man has somehow returned to his atomic form and disappeared from view!

The new super-team revels in their victory, and declares their unity should anyone else like Psycho-Man turn up to menace Earth.

Stan Lee and Jack Kirby spend a "typical" day plotting and planning the next round of Marvel Comics!

• Black Bolt
• Gorgon
• Medusa
• Karnak
• Triton
• Crystal
• Maximus, the Mad
• The Greatest Array of Supporting Characters Ever Assembled In One Issue: Galactus, Alicia Masters, Lockjaw, Wyatt Wingfoot, Black Panther, Dr. Doom, Silver Surfer, the Watcher
• Fantastic Four (2-page spread)