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Incursion of the Skrulls.jpg
Series Fantastic Four
Release Date October 15, 1994
Season Number 3 of 13
Episode Number 3 of 26
Writer Ron Friedman (Story)
Elwin Ransom (Teleplay)
86 images

The Fantastic Four become embroiled in a secret alien invasion force seeking control of the entire planet, becoming the targets of shapeshifters who can transform into anyone at will. Not only must they save the planet, but must do so with the world chasing them for crimes they did not commit.


The Statue of Liberty stands in the New York Harbor overlooking New York City. The water sparkles in the sunlight.

Suddenly, one of the Twin Towers is blasted and breaks in half. The other tower is soon blasted and begins crumbling.

Look to the skies!

A man and woman on the ground protect themselves then flee as debris falls from overhead. Others look up and point towards the sky.

High in the air, an enormous fleet of ships flies over the city. One of the strange ships fires down to the ground.

War of the worlds

On the street, a van flees from the ships as they fire down destroying the street in front of it along with several cars. The van slams into the destroyed roadway.

More people, including a cop, run when a building behind them is blown up.

Another ship flies over the city.

A group of people in Central Park appear on a small monitor. They run from a far away explosion. Thing says this is the greatest video game he has ever seen.

A preview of things to come

On the monitor, strange green creatures carrying rifles drop down from the ship. One fires towards the camera. The ships continue firing on the city. People flee from the Solomon R. Guggenheim Museum as it is destroyed.

Thing notes how the Skrulls are invading Earth and there is nothing to stop them but himself. The game shows the Skrulls firing their weapons when Thing comes up behind one. He taps the alien on the shoulder.

Boss fight

The alien turns to see the other members of the Fantastic Four Mister Fantastic, Invisible Woman, and Human Torch arriving then faces Thing who punches him. The alien flies off hitting another group of Skrulls.

They land at Things feet. He looks up and sees more approaching. They land on the ground and fire at him. Thing lights on fire and waves his arm.

The real life Thing is holding a game console watching this. He thinks about his mother's son saving the world.

He only wants it cause someone else has it

Johnny walks up behind him and tries to take the console demanding to play with it. Thing tells him in his dreams. He says he won't let the video game alien get away with zapping him.

Johnny claims the game is his. Thing again refuses. Johnny walks away and discards his all his clothes except for his uniform and lights up.

Another fight

Human Torch walks back to the couch and Thing squares off against him. Thing tells him to back off and picks up the couch. He swings the couch at Human Torch who flies up and over it.

Sue runs in from the hall telling the two to stop as Human Torch flies by and couch cushions fall down. She enters the room as something breaks demanding that Thing put the couch down.

Human Torch throws a fireball and Thing again picks up the couch. She reminds Human Torch how many times she told him not to throw flames inside there. She puts up a shield around him and his flames die down.

She puts another shield around Thing and he stops while dropping the console. Sue catches the game player and asks what it is.

Putting each child in a corner for punishment

Human Torch says it is just a toy and that he found it in the park. Sue lowers the two and claims that it probably belongs to some poor child.

Thing walks up saying that any kid who would lose a game with him in it deserves to lose it, then demands the game back. She pulls the console away saying they do not have time for this as Reed wants them for an important message.

Thing thinks it is probably Schwarzenegger begging him to be in his next film. Human Torch looks at him in shock.

In his lab, Mister Fantastic welcomes the three saying they are just in time. They all gather at the front and Mister Fantastic stretches to press a button.

A man appears on the monitors and Sue notes that it is the President.

Not the best time to be playing games

Human Torch drops a flaming ball on Thing's foot causing him to recoil in pain. He gets in Human Torch's face saying he owes him.

The president greets Dr. Richards saying it is good to see him again. Mister Fantastic returns the sentiment.

Human Torch wonders why Mister Fantastic didn't tell them who they were talking two. Sue and Thing shh him and then they all greet the president. Thing says that even though he did not vote for him does not mean he is not behind him.

The president laughs and says he appreciates it. He then explains that they are having trouble in the North Atlantic at the Bay of Fundy, east of Grand Harbor. He says the Coast Guard has reported encounters with unknown creatures.

Some reason for this

He continues to say that they suspect the creatures could be under control of the Sub-Mariner. Sue is shocked to hear about Namor. Thing calls him a weasel looking for trouble.

The president claims that if the reports are true then this could be the beginning of a global catastrophe. Mister Fantastic notes that NASA has a satellite tracking station in the area.

The president confirms it saying that if anything happened to the station then their entire surveillance system would be in danger. Mister Fantastic claims they will leave right away. The president is assured he could count on them.

He tells them a phrase from Arkansas that they are stronger than garlic in a mustache. Thing whispers asking if he is joking with them. Human Torch tells him to be quiet.

Orders from above

The president then says that the operation must be kept secret and he does not want to alarm the public. The president then ends the transmission.

Mister Fantastic notes that they all know what that means and all but Thing walks off. He looks down at the console picking it up. It begins beeping and he notes that he cannot finish his game. The video game Thing is still on fire.

He sets the console on the table and it changes to an image of a Skrull. The alien looks around and begins talking in his native tongue.

Deep in space, the alien's voice is carried past planets, some with rings and other objects. It originates from a large planet.

On the surface of the world lies an enormous palace.

Not everything is as it seems

Inside, a Skrull looks about the room and sees a replica of the Oval Office with the president sitting there. The president stands and then transforms into a Skrull.

On a nearby throne, a Skrull sits atop a throne overlooking this and spouts commands in the Skrull language then laughs.

A strange man is interrupting the show

Just then, everything stops. A small circle appears showing a older man with glasses. He notes that some viewers may not speak fluent Skrull. He holds up a small device saying that the Marvel language converter to get people up to speed. He activates the device and disappears.

Now translated, the lead Skrull congratulates Votan on tricking the Fantastic Four into thinking he was their president. He laughs at the "garlic in the moustache" comment saying it was a nice touch.

Votan explains he heard it on a country-western radio station beaming up from Earth.

A plan is coming together

The leader says that the Fantastic Four are on a pointless chase in the North Atlantic and they can begin their plans. He looks over at his right-hand man.

The man turns and activates a signaling device to notify Admiral Kah on the mothership hiding behind Earth's moon. The signal heads out from the planet, through the other astrological objects, and towards the moon.

It flies through a fleet of ships with the mothership orbiting the moon.

Initiating some kind of secret invasion

Two Skrulls inside the mothership watch it fly by. The signal lands on an object in the mothership. Kah announces that the Fantastic Four have taken the bait. He looks over at a woman and tells Commander Lyja to initiate Phase Beta.

She agrees and speaks into a communicator to commence Beta. She orders the Skrull operatives on Earth to assume the forms of the Fantastic Four and begin committing crimes in order to discredit them.

Outside of a nuclear power plant, a search light sweeps through the parking lot. A siren begins blaring.

Hope he's radiation proof

The light shines on Thing as he rips through a chain-link fence. Men shout and flee as Thing makes his way to the plant towards the cooling tower.

Thing punches the tower breaking an enormous hole in the side. Men stand by watching in horror. A light emits from the hole engulfing the entire area.

Outside of Trump Plaza, a reporter notes that excitment is high as the crowd awaits the arrival of the queen. There's a large group standing outside with photographers taking pictures with their cameras.

The reporter keeps up to date as a man approaches the limousine to let Her Majesty out so she can greet the crowd. Sue stands in the crowd watching. The reporter spots Sue and notes her to the crowd. However, she turns and walks away slowly disappearing.

Right from under the Queen's nose, literally

She walks up to the Queen, invisible, and takes the crown right off her head. The crowd is shocked. The reporter claims Sue is a crook.

At a United States Air Force base in the desert, a PA announces to clear the taxi strip for take off. The hanger doors are pushed open by technicians and a stealth aircraft rolls out.

The jet lifts off and the PA announces it is airborne. However, Mister Fantastic reaches up behind it and grabs the craft.

Added abilities include super strength and super sticking to the ground

Inside, the pilot struggles to control the craft and radios in that something has him. He struggles to free himself when he notes that it is Mister Fantastic.

Just then, Human Torch flies up and the pilot notes his presence. Human Torch launches a fireball at the craft.

Near death experience

The pilot radios in his mayday then ejects. His parachute opens just as the fireball hits the craft causing it to explode.

The real deal deals with the consequences of the imitator

At the White House, the real president is in the Oval Office addressing a group of reporters. Photographers take pictures. The president says he does not know why the Fantastic Four have become criminals but claims they must be captured.

Elsewhere, the real Fantastic Four are flying over the water in the Fantasticar. Mister Fantastic notes that the Bay of Fundy is ahead.

Invisible Woman notes that this is the spot while Human Torch claims everything looks okay. Thing claims his Aunt Petunia could have dealt with this emergency.

Mister Fantastic then points forward. Up head are two enormous creatures with three heads. Invisible Woman wonders what they are. Thing jokes that they are not Chicken of the Sea.

The fantastic come to life

Mister Fantastic is confused as they do not appear on his cybernetic scope. Thing wonders what that is supposed to mean.

The Fantastic Four flies by the creatures. Mister Fantastic claims they are not real but some kind of holographic projection. He orders Human Torch to take them down.

He orders them to activate the underwater canopies. He pulls a lever down and the canopy moves over him. Human Torch presses a button and his moves up.

The creatures were easily avoided

Thing pilots down and into the water between the creatures. Sonar begins to ping as they move through a school of fish and past some seaweed.

Mister Fantastic finds sensor activity. He watches the sonar as they get closer to two signatures. Suddenly, they are right on top of it.

The source of the creatures

He looks forward and finds the image generator. The Fantasticar floats over to a small device blinking on the water's bottom.

Invisible Woman wonders why anyone would want them to think the monsters were real. Thing tells Mister Fantastic to tell them. As the Fantasticar pulls the device up into itself, Mister Fantastic says he will know what he analyzes it back in his lab.

The Fantasticar flies up out of the water and finds itself surrounded by navy ships. Thing points out that they have company.

Strange things are afoot

One of the sailors says ahoy to the group. The team lowers their underwater canopies. The sailor says they are under arrest by order of the President of the United States of America. Thing wonders if they are kidding. He tells them to kick some butt.

Mister Fantastic calms him down saying they will not fight their own government and they will play this one by the book.

A helicopter flies overhead.

All going according to plan

Back on their planet, the Skrull leader's assistant notes that it is all going according to plan while they watch it on a monitor. Nearby, there are whipping noises and screams. The leader demands more prisoners be brought up as these are boring him.

The leader continues to say that soon the Skrulls will rule Earth without battling the Fantastic Four. He compliments his own brilliance saying that the team has been neutralized by their own army. He laughs maniacally.

Back in orbit above the moon, the Skrull armada sits in wait.

In the mothership, Kah and Lyja speak to the Skrull leader on their screens. Kah asks, since the Fantastic Four are out of the way, if they can proceed with their battle plan. The leader tells him to wait and Kah asks if there is a better time.

An impatient war monger

Kah explains that their forces are gathered and their enemies suspect nothing. The leader explains that they should not move until the undercover agents report that the Fantastic Four are really out of action.

He asks the admiral if he is clear. Kah bows and agrees. The transmission ends and the screen goes blank.

Not everyone likes a plan

Kah turns lamenting that he has the most powerful invasion fleet ever and yet must wait for that fool. Lyja asks what he suggests.

Kah walks away ordering her to begin the countdown. He states that if word does not come from the emperor soon he will launch the attack anyways. Lyja orders the countdown to begin.

A nearby Skrull begins. A clock appears on the monitor and begins ticking down. Lyja states that in twelve Earth hours the planet will be dominated by them while the Fantastic Four is helpless in prison.

The invasion won't be secret for long

In space, the armada moves around the moon and heads towards Earth.

On Earth, search lights scan the surrounding area from the prison guard towers.

Inside, a prison guard walks down the hallway.

In his cell, Mister Fantastic notes that this strange chain of events was no accident. A camera watches from the corner. He says that it is time to take action. He picks up a communicator and asks if Sue, Johnny, or Ben can hear him.

Not exactly being secretive about it

Invisible Woman attaches her own device to her ear and says she has him. Human Torch speaks into his that he is hearing Mister Fantastic loud and clear. Thing sits on his bunk saying he hears him but it does not do him any good.

Mister Fantastic explains that the president is convinced that they have gone crazy and become destructive. Invisible Woman explains that no one could blame them considering the way Thing behaved when they got them there.

Thing retorts that it was no big deal punching out a couple of stone walls. Human Torch then notes that somebody framed them and wonders who did so and why. Mister Fantastic retorts that he does not know but they have to get out of there and stop them.

Not exactly a superhuman-proof prison

Mister Fantastic goes to the wall and pulls out a screw. He explains to them that he found his way out and they know what to do. He explains they will rendezvous at Site Seven. Mister Fantastic cuts the transmission and squeezes through the paneling saying they must clear their names.

Meanwhile, two guards stroll down the hall. One asks if this place can hold the Fantastic Four. The other says that it is escape proof. Behind them, Mister Fantastic squeezes through the door and turns into a large round blob on the floor.

At least he's not liquid metal

The guards stop and turn around. They see Mister Fantastic rise from the floor reforming into his normal self. He apologizes and says he must be going. He reaches into an air vent and squeezes into it.

The guards yell that it is a jailbreak and scream for help.

Invisible Woman years this from her cell. She smiles and disappears. She stands to ruffle the blanket on her bunk hoping this trick will work. It looks like someone sleeping underneath.

This one was pretty obvious

The door opens and a female guard enters. She looks and sees the blanket then turns to assure that this prisoner is still there. Invisible Woman sneaks out behind her and the guard closes the door. They walk off in different directions.

In his cell, Human Torch is feeling around his cell. Invisible Woman radios Mister Fantastic to tell him they are still missing Johnny. Human Torch then sits down on his cell floor. Mister Fantastic assures her that he is resourceful and will find a way.

Suddenly a fly buzzes around Human Torch's head. He swats it away then looks up to see an air vent that the fly escapes into. Human Torch stands and ignites his flames to fly up. He bursts through the vent and into the system.

Doing wrong things to make things right

Outside, the guards are patrolling the halls when Human Torch bursts out of the vent there. He looks around then flies at the guards. The guards drop to the ground as he passes overhead.

One guard stands and orders the perimeter cells sealed as he pulls down a lever.

Definitely not built for superhumans

In his cell, Thing hears the alarm and jokes that they are playing his song. He then begins pounding on the cell door. The door bulges outward then smashes to pieces. He storms out into the hall.

Outside the prison walls, the search lights shine everywhere. Guards carry rifles and look around. Another holds back three dogs that are barking and snarling.

Elsewhere, the Fantastic Four find the alien generator and Mister Fantastic notes that the police did not impound it. He claims they did not know what it was.

Something bigger at work here

Mister Fantastic opens the device and activates it. The image projects the hydra. It then changes to a sabertooth tiger. The tiger turns and leaps at them then disappears as it exits the projection field. Mister Fantastic claims it duplicates lifeforms. He then turns off the device.

Human Torch says the generator is cool. Then notes it could create some gorgeous women.

Invisible Woman asks where it came from. Mister Fantastic examines it saying he is not sure but it is the hallmark of a highly evolved alien culture. Thing walks up asking why he didn't just say it was some bug-eyed monsters from space.

Mister Fantastic explains that whoever these aliens are must have created exact replicas of each of them and sent them out to commit crimes.

Seeing double

Just then, a duplicate of Mister Fantastic appears next to him. The others looked shocked to see duplicate standing next to all of them. Mister Fantastic claims it was just this easy.

Thing turns and tries to punch his duplicate but it disappears along with the rest.

Invisible Woman notes that they did this to get them out of the way. Mister Fantastic wonders why. Human Torch asks what happens next and Thing agrees. He tells the leader to start leading.

Mister Fantastic notes that this came from outer space. He asks if they have anything out there. Invisible Woman notes there is the Andromeda space shuttle that is being launched tonight.

Seems like a device that should be used more often

Mister Fantastic claims that it is and sits at the table. He works on something then turns and orders them to put something on and holds out his hand.

Thing grabs his device and puts it on his neck saying it is embarrassing as people will think he is covering a zit.

Mister Fantastic puts a device on his neck saying they are translingual patches he has developed. As they walk off, he explains they will translate any alien language they encounter by applying a molecular conversion isotope. Thing interrupts saying why they need to fight anyone if he could just talk them to death.

Later, the Andromeda sits quietly on his launch pad. Dozens of people stand around just below the shuttle. A military police drives a vehicle around the pad.

Not the only Human Torch in town

The Fanatasticar approaches from the air. Human Torch then points out that his duplicate is flying towards the shuttle. who looks just like him. Mister Fantastic explains it is an alien form made to look like him.

Mister Fantastic orders him to follow them but to stay out of sight. Human Torch flames on and flies out. Mister Fantastic explains they are going to talk to the alien duplicate.

The duplicate Human Torch watches the Fantasticar approach. Mister Fantastic greets him. The fake Human Torch asks about them going after the Wall Street Army Hospital. Mister Fantastic claims that the plans have changed.

Coming up with their own deception

The fake agrees and states that after he destroys the rocket he will join them. He then flies off. Invisible Woman looks to Mister Fantastic and he lowers the Fantasticar.

He stretches out to block the duplicate saying that they are not going to destroy anything else. He claims his orders are to come with them.

The duplicate flies up and lands in the real Human Torch's seat. He turns his flames off and asks where he got this vehicle. Invisible Woman explains it belongs to the real Fantastic Four. Thing jokes that it isn't much to look at but it picks up women.

The best lies are the ones closest to the truth

Mister Fantastic explains they have to return to their checkpoint and report to high command. The duplicate agrees. He glows then turns into a green alien Skrull. He looks around and asks why they are keeping their phony forms.

Invisible Woman struggles to come up with an answer. Mister Fantastic interrupts saying they were ordered to keep their identities until ordered to change. The Skrull sits back and changes back into Human Torch to play along.

Thing asks for the location of the checkpoint so he can enter it into the computer. The Skrull gives it as thirty-seven degrees latitude and one-hundred forty degrees West longitude, but notes that he should know that. Thing jokes that he forgot, so sue him.

Invisible Woman notes quietly that they are alone, unarmed, and heading towards an alien base. Thing jokes that if being a superhero was easy then anyone could do it.

The Fantasticar races off into the night. The real Human Torch follows behind.

His patience is wearing thin

High above the Earth, Kah grows tired of waiting. Sitting on his command chair, he claims that if they do not move now they will lose their advantage. He decides to give the orders.

Just then, the emperor's voice comes over the sound system. He reminds Kah that he must not attack until he gives the command. Kah turns to see the emperor on the screen, who explains that the Fantastic Four have escaped.

Now is not the time for action

He explains that his operatives will start a reign of terror. Once the Fantastic Four are executed for it then it will be safe for them to invade. The screen stops and the emperor disappears.

Kah slams his fist down and glares up.

Meanwhile, the Fantasticar approaches a mountain. Human Torch follows far behind.

On the mountain, three Skrull soldiers walk out of a domed building and watch the Fantasticar approach.

Realizing the deception

The fake Human Torch notes that his comrades are there and wonders about the three he is traveling with. He realizes that he was betrayed when he turns to see the real Human Torch high in the sky.

He activates a device on his belt returning to his Skrull form. Thing walks on the vehicle and says being betrayed won't be all and grabs the alien.

Invisible Woman watches as the alien turns into a gorilla. Thing throws him over the side and he lands on the ground returning to normal.

The three see him and one orders them to transform. They transform into velociraptors and lunge at the heroes.

Turning the tables

Mister Fantastic orders Human Torch to get them. Human Torch flies down and spins around the three trapping them in a ring of fire.

The Fantasticar soars into position above them. Mister Fantastic grabs one of the Skrulls and pulls him up. Thing punches him knocking him out. Mister Fantastic and Thing repeat the process for a second.

Spilling the secrets of the invasion

Mister Fantastic grabs the third and demands that he start talking. The raptor transforms back into a Skrull.

Later, the Fantasticar flies up out of Earth's atmosphere. Mister Fantastic says he will have to pay a visit to the mothership.

Think they would have protocol for this kind of thing

On the mothership, Lyja walks up to a monitor and activates it as alarms blare. She notes an alien craft is approaching from the southeast quadrant. She sees on the monitor Mister Fantastic in the Fantasticar. She thinks it is operative Kok Nal, who took Mister Fantastic's form.

She radios to the emperor that Kok has returned. He appears on the monitor congratulating her and that he wants the report.

The deceivers are being deceived

Later, Mister Fantastic stands in the command room surrounded by Skrulls, Kah, and Lyja. He explains to the emperor on the monitor that they must not launch the attack. Kah grows irritated thinking he is being ridiculous.

The emperor explains that the Fantastic Four are no longer a threat to them. Mister Fantastic claims that the Fantastic Four are only the front line of defense and there are much more powerful forces.

Amazing that human technology works with alien projection systems

Lyja demands proof. Mister Fantastic hand a Skrull a CD instructing him to insert it into their holographic system. He claims that what it shows is only the tip of the iceberg of what they are up against.

A device pops out of the floor. The Skrull walks up and inserts the disc.

The projection then shows a giant lizard attacking a city. It breathes fire down on a building bringing it down.

Amazing film quality

Another shows a pterodactyl flying over a military base. It too breathes fire destroying the land below.

Mister Fantastic explains that these creatures could devastate "their" forces.

More images show a monster, wrapped in bandages, pushing over a large brick column.

The emperor is horrified by these images. Mister Fantastic watches the Skrull leader. He activates a device on his belt.

Back on Earth, the other three are standing around a monitor. The four Skrulls sit tied up. They watch the same images of the monster knocking down the column. Human Torch notes that Mister Fantatic is showing them footage from old monster movies. Invisible Woman hopes that the Skrulls do not watch Saturday morning television.

Movie's over

Back on the ship, an image of the monster disappears. Mister Fantastic claims it would be suicide to fight such powers. Lyja watches him in horror.

A strange way to award someone

The emperor calls forth the imperial guards. Lyja turns around horrified. Skrull soldiers pour into the room and surround Mister Fantastic with their rifles.

Watching on the monitor, Thing jokes that they must have seen the reruns.

The emperor calls forth Stormtrooper Votan. Votan approaches and greets his emperor. The emperor presents "Kok Nal" with the Imperial Order of the All-Conquering Nakdal for meritorious service to the crown.

An award for not conquering their foes

Votan pulls out a medal and the guard all shout "Nakdal" and raise their fists. Votan approaches Mister Fantastic and puts the medal around his neck.

Lyja smiles and pulls out a medal from her belt. She approaches Mister Fantastic and offers him her personal Nakdal. Mister Fantastic says this is a Nakdal to remember.

The emperor then orders the "operative" to return to Planet Skrull with the other three operatives. He offers to debrief them himself.

Invisible Woman is shocked. Human Torch wonders what they do now. Thing jokes they are in deep trouble.

He couldn't exactly leave anyways

Mister Fantastic claims he cannot do as he asks. The emperor cries out and the Skrulls are all shocked.

The other three heroes wonder what he is doing.

Mister Fantastic claims that they must erase any trace of the Skrull invasion plan. He claims it is his duty to prevent any kind of retaliation from the Earth's forces.

The emperor calls for Votan and once more Votan approaches. The emperor tells Votan to give Kok the Ultimate Grand Award for Bravery Beyond Skrullness. Votan agrees.

A Skrull amongst Skrulls

Votan then presents Mister Fantastic with another medal. All of the guard salute him. The emperor tells Votan to give him three more medals for the other three on Earth, tears welling up in his eyes as he holds a tissue.

It probably wouldn't have worked out anyways

Lyja approaches telling Mister Fantastic he is a skrull's Skrull. Mister Fantastic thanks her and says he must return to Earth to make certain he deserves these awards. He bids them farewell and turns to leave. Lyja tells him to call her. He then looks down at his medal.

Back on Earth, Thing is looking at the medal in his hand and notes that it is plastic. The others all look at their medals.

Should have thought of this before

Meanwhile, the four Skrulls sit nearby still tied up. One claims they are distracted and orders the others to transform. They turn into goats and the ropes fall off them so they run away.

Human Torch watches them leave. Thing approaches telling them to move as it's clobberin' time. Mister Fantastic tells him there is no need.

He pulls out a device from his belt and fires it. The blast hits the Skrulls and they stop. He explains that it is a hypno-suggestion ray that transmits orders that cannot be resisted. The Skrulls begin eating the grass.

The day is saved as long as the goats don't decide to become Skrulls again

Invisible Woman asks how they know they will stay that way. Thing rubs his head. Mister Fantastic explains that the ray convinced them they liked being goats.

The four all laugh as the Skrulls graze like normal goats.

The four pile into the Fantasticar. Mister Fantastic explains that when they get back he will contact the president and set him straight.

Later at the lab, the game console speaks up and the Skrull on it asks if the invasion has started and if they are winning. Thing grabs it wanting to play his game. Human Torch tries to take it asking about it being Thing's game.

They're still not allowed to have it back

Mister Fantastic grabs it out of Thing's hands. With Invisible Woman standing next to him, he says he knows exactly what to do with it.

Later, he stands in the park and hands it to a young boy telling him to enjoy it. The console speaks the Skrull language so the boy hits it with his ice cream-filled fist.

The game demands to know what is going on. He claims he is an officer of the Imperial Skrull Expeditionary Force and he shall reduce his planet to ashes. The boy gets ice cream all over the game.

And thus the Skrull invasion is finally defeated

The Skrull asks if the boy hears him. The boy throws it over his shoulder missing the trash can. The game asks if anyone hears him.

Then a dog runs up and sniffs at it. The canine then grabs the console in its teeth. The game demands that he be put down and threatens to laser bomb the dog's village. The dog picks it up and runs off. The Skrull merely shouts.


"In this episode, the Fantastic Four battle against the Skrulls. Now they're an evil, shapeshifting alien race bent on the conquest of Earth. This episode has it all. Alien shapeshifters, video games, and a case of mistaken identity. You will love it."

-Stan Lee's introduction

"Wow, this is the greatest little video game I ever seen. It's got the Skrulls invading the Earth. Nothing to stop them creepy alien goofballs but yours truly. Yours truly. Mama Grimm's blue-eyed baby boy."


"Back off, Mr. Heat Rash."


"Hey, hey hey. Hold it, you two. Put that sofa down. Now, how many times do I have to tell you, no flame throwing around here?"

-Sue Storm-Richards

"What is this thing, anyway?"
"It's just a toy, sis. I found it in the park."
"It probably belongs to some por kid."
"Any kid who'd lose a game with me in it, deserves to lose it."

-Sue Storm-Richards, Human Torch, and Thing

"We don't have time for this now. Reed wants us. There's an important message coming in."
"Probably Schwarzenegger begging me to be in his next movie."

-Sue Storm-Richards and Thing

"Dr. Richards, it's good to see you again."
"Likewise, Mr. President."

-Votan as Bill Clinton, first line, and Mister Fantastic

"Just because I didn't vote for you don't mean I ain't behind you all the way, big guy."
"I appreciate that."

-Thing and Votan as Bill Clinton

"I knew we could count on you. After all, like we say in Arkansas, you guys are stronger than garlic in a mustache."
"Is he puttin' us on?"

-Votan as Bill Clinton, Thing, and Human Torch

"Hold it a second. Excuse me for interrupting. But since some viewers might not speak fluent Skrull, we'll use our mighty Marvel language converter to bring you up to speed.

-Stan Lee

"Great work, Votan. The Fantastic Four believe you were their president. That 'garlic in the mustache' was a nice touch."
"Just something I heard on a country-western radio station beaming up from Earth."

-Skrull Emperor and Votan, first lines

"The Fantastic Four have taken the bait. Commander Lyja, initiate Phase Beta."
"Yes, Your Majesty. Commence Beta. Skrull Earth operatives will now assume the forms of the Fantastic Four, and commit criminal acts to discredit them."

-Kah and Lyja, first lines

"And it is with a very heavy heart that I say we do not know why the Fantastic Four have become criminal menaces. But they must be captured."

-Bill Clinton, first lines

"Some emergency. My Aunt Petunia could've handled this one."


"What are they?"
"They sure ain't Chicken of the Sea."

-Invisible Woman and Thing

"Yes, soon we Skrulls shall grind the Earth beneath our heel. And we won't have to battle the Fantastic Four. Thanks to my brilliance, they have been neutralized by their own Army."

-Skrull Emperor

"I have the most powerful invasion force of all, and I'm compelled to wait on that imperial fool."


"The president is convinced we've gone crazy and turned destructive."
"Well, the way Ben behaved when they got us here, who can blame them?"
"Oh, come on. So I punched out a couple of stone walls. Big deal."

-Mister Fantastic, Invisible Woman, and Thing

"Hey, the Fantastic Four. You think we can hold them?"
"Are you kidding? This joint's escape proof."
"Sorry, I really must be going."

-Two Prison Guards and Mister Fantastic

"That image generator is cool. I bet it could knock out some fantastic babes."

-Human Torch

"These are translingual patches I've developed. They will translate any alien language we encounter by applying a molecular conversion isotope..."
"Hey, hey hey. Why do we have to fight anybody when you can talk them to death."

-Mister Fantastic and Thing

"If I didn't know I was here, I'd swear that was me."

-Human Torch

"I thought you were going after the Wall Street Army Hospital."
"We came to tell you that the plans have changed."
"Okay. After I toast this rocket, I'll be right with you."

-Human Torch Skrull, first lines, and Mister Fantastic

"Where'd you get this vehicle?"
"It belongs to the real Fantastic Four."
"It ain't much to look at, but it gets the chicks."

-Human Torch Skrull, Invisible Woman, and Thing

"We're alone, unarmed, and heading into an alien power base."
"Hey, if being a superhero was easy, any bozo could do it."

-Invisible Woman and Thing

"Come here, dino."

-Mister Fantastic

"One for the money, two for the show. Now you did it, you big, dumb schmo."


"Reed's showing them scenes from old monster movies."
"Yes, let's hope the Skrulls don't watch Saturday morning television."

-Human Torch and Invisible Woman

"Maybe they've seen the reruns."


"Please accept my personal Nakdal, Operative."
"Coming from you, Commander, this is indeed a Nakdal to remember."

-Lyja and Mister Fantastic

"Gee, plastic."


"My hypno-suggestion ray transmits orders that can't be resisted."
"How do we know they'll stay that way?"
"The hypno-ray told them they like being goats."

-Mister Fantastic and Invisible Woman

"Gimme my game."
"What do you mean, your game?"

-Thing and Human Torch

"What are you doing? I am an officer of the Imperial Skrull Expeditionary Force. I shall reduce your planet to ashes. Do you hear me? Does anybody hear me?" [Dog grabs the console] "Put me down! I will laser bomb your village..."

-Skrull Game Console


Tragically, life imitated this art
  • It's a tragic coincidence that the video game Twin Towers in the episode are destroyed very similarly to the destruction of the real Towers during the September 11 attacks. (See also World Trade Center Bombing and "Duel of the Hunters".)
  • The Fantastic Four have a Grand Piano in their living room.
  • Thing mentions Arnold Schwarzenegger. Schwarzenegger was the star of The Terminator and had a friendly rivalry going with Hulk actor Lou Ferrigno.
  • Kah has a bat-like symbol on his chest similar to Batman.
  • Elements of this episode can be seen in the feature Ultimate Avengers. Most notably, the Chitauri, which are based on the Skrulls, attack in the North Atlantic as well as a satellite surveillance base.
  • The episode features both Bill Clinton and Trump Plaza. In 2016 presidential election, Donald Trump beat his primary opponent, Clinton's wife Hillary, to become president.
  • Rule, Britannia! plays as the Queen arrives.
Another shame that the happy couple didn't work out
  • The two people with the queen are Charles and Diana, Prince and Princess of Wales.
  • In Greek/Roman Mythology, the Lernaean Hydra was killed by Heracles, who inspired the superhero Hercules who would appear later in the series.
  • The number designation of the ship that confronts the Fantastic Four is 119.
  • The only United States military branch not seen nor mentioned in the episode is the Marines.
  • Mister Fantastic rises out of the floor behind the guards just like Robert Patrick's character does in Terminator 2: Judgment Day.
  • Mister Fantastic's claims that the projector duplicates lifeforms means that there is a real life hydra somewhere in the galaxy that the Skrulls found.
Not a perfect imitation
  • When giving Thing the coordinates, Human Torch-Skrull's eyes briefly flash blue. While likely an animation mistake, it could be part of the alien's transformation.
  • Kok Nal is not identified among the Skrull infiltrators in their true form and could be any of the non-Human Torch Skrulls.
A fan of Japanese monster movies
  • The giant lizard from the monster movies is a reference to Godzilla.
  • The flying monster is based on Rodan.
  • The Skrulls salute to Mister Fantastic for the medal is similar to the salute used by the Nazis.
  • The fact that the Skrull medals are plastic could be why the emperor so quickly gives them out. Though this would mean propaganda or mass brainwashing to accept that something with little value is worth something. Though it is also possible that to the Skrulls plastic is rare and precious.
  • President Clinton isn't named until the end credits.


  • Throughout the episode, some Skrulls have irises and pupils while others do not.
So many logistical questions about this one little thing
  • The existence of a video game made by the Skrulls makes no sense. Why would they be the villains of their own game and their enemy the Fantastic Four the heroes? Moreover, why have a game at all that announces their existence if they are trying to manipulate the planet secretly?
  • The Fantastic Four should immediately become suspicious of the gaming console as video game graphics were nowhere near realistic during the early 1990s with handheld gaming being even more primitive.
  • When the video game Skrull is firing the bazooka, the coloring of his headdress changes to his green skin color for several frames. Even worse, this shot is used twice.
  • When Johnny takes off his civilian clothes to flame on, his hat falls off for no apparent reason.
  • After shhing Human Torch, the lighting effects on Sue are shifted to her right.
Wolverine won't be happy that they forgot to include Canada
  • The image showing the Bay of Fundy is missing mainland Canada.
  • While stopping the fight in the living room, Sue has a low-cut blouse that shows cleavage but when talking to the president she suddenly has a shirt underneath.
  • NASA, an American organization, does not have any bases in Canada.
  • After Mister Fantastic notes the NASA base in the region, Thing is looking at some point much higher than everyone else is.
  • The episode was written and produced before "Now Comes the Sub-Mariner", which featured the team's introduction to Namor so no one should yet know who he is. This was corrected by having this episode air after his introductory episode, but it was not originally intended that way.
  • When Clinton is transforming into Votan, he becomes see-through.
  • The moon seen from space when the armada gets the message and when it is above the nuclear power plant are the same shading (a crescent) when it is seen from entirely different angles.
  • The light shining on the Thing-Skrull as he breaks through the fence moves at an impossible angle to be coming from an overhead tower.
Some animator forgot about perspective
  • When Thing-Skrull approaches the cooling towers they appear to be very small when the angle should have them appear much larger.
  • It is unknown which building Trump Plaza is supposed to be. The entrance looks like a fancy hotel. Trump did own the Plaza Hotel but lost much control by the time the series was in production, and it was never called Trump Plaza. The various buildings across the world, including New York City, called Trump Plaza are residences and would not be used by the Queen on a trip.
  • The Queen never goes anywhere with the Crown Jewels. They are used for royal coronations and would never accompany the royal family for a state visit.
  • The Queen looks around after her crown is stolen, even though the Sue-Skrull didn't make it invisible.
  • Kok Nal would have to be moving parallel to the aircraft to move his arms after it as he does.
Didn't even blend it that well
  • After the first shot of the Human Torch-Skrull, there is a distinct line in the sky showing the edge of the repeated sky animation.
  • After the Human Torch-Skrull throws the fireball at the aircraft, the sky is night.
  • Before ejecting, the cockpit shows animation lines to indicate movement for the upward movement of the seat prematurely.
  • While ejecting, the bottom of the aircraft is missing and showing sky.
Looks nothing like reality
  • The real Bay of Fundy is largely flat and has no large spiky rocks peaking out of the water.
  • Mister Fantastic orders Human Torch to take them down to the Hydras, but in every other instance Thing is the Fantasticar's pilot.
  • The Fantastic Four only put the canopies up to go underwater. While it's fine for going around New York City, flying long distance with the canopies down would be dangerous and impractical.
  • When going underwater, the splash is animated over the Fantasticar but the vehicle is still animated over the water.
Just wrong
  • The shot of Fantasticar sonar is full of mistakes:
    • The sonar display shows very irregular circles.
    • There is a second sonar signal that no one bothers mentioning let alone trying to locate.
    • The Fantasticar is moving towards one sonar ping the but the second is also getting closer when it should be moving parallel. As it shows, the two signals are moving separately towards the Fantasticar.
  • The Fantasticar's light shining on the Skrull projection device changes color between shots. It starts yellow and changes to blue.
  • In the time it takes for the Fantastic Four to fly from New York City to the Bay of Fundy, the Skrull imitators attack the various locations, the president responds, and the U. S. Navy scrambles their forces to confront the heroes as soon as they emerge from the water.
  • The Navy helicopters all face the exact location the Fantasticar emerges as if they knew beforehand.
  • The Skrulls are only concerned with taking out the Fantastic Four. While this is faithful to the original comic book story when only the Fantastic Four were active and the other heroes had yet to be created, it does present a problem in this continuity as to why they are not similarly concerned with other teams like the X-Men, Force Works, Avengers, and S.H.I.E.L.D. or any number of well known individual heroes like Iron Man, Hulk, and Spider-Man.
  • For some reason, each member of the Fantastic Four was allowed to keep a large communication device when imprisoned.
  • It was quite foolish for Mister Fantastic to reveal his presence to the guards.
Where are the bedding she immediately manipulates?
  • Invisible Woman doesn't have any sheets on her cot before she stands to ruffle them.
  • Why didn't Human Torch notice the air vent in the small cell right away?
  • When Human Torch pops out of the vent and into the hallway, the grate falls off but there is no actual vent underneath.
  • Despite a major lockdown to find the Fantastic Four, they spend a lot of time in the prison casually talking about the alien device and what to do next.
  • Mister Fantastic seems to know exactly how to operate the Skrull device despite having no time or opportunity to actually examine it.
How is it even being projected at that point?
  • The sabertooth tiger leaps outside of the projection area.
  • When the device projects copies of the Fantastic Four in the prison, the camera pans across the team and Human Torch's copy disappears before he moves entirely out of frame.
  • The real Thing disappears when his duplicate does.
  • Mister Fantastic just said put the patches on, not specifically where, but the entire team instinctively knows to put them on their necks.
  • Mister Fantastic just happens to have the translingual patches with him on a mission that only required them to go to Canada.
  • When Human Torch leaves the Fantasticar the space shuttle is missing.
Really couldn't make himself solid?
  • Human Torch-Skrull is slightly transparent when flying up to the Fantasticar.
  • When Invisible Woman talks to Human Torch-Skrull her pupils are white.
  • Human Torch-Skrull gives a West longitude but neither a North nor South latitude.
  • Either North or South, the coordinates the Skrull gives the Fantastic Four puts the checkpoint in the middle of the Pacific Ocean far from any land.
  • Kah was shown leaving the moon's orbit and heading towards Earth, but the next time we see them they are stationary and hiding behind the moon again.
  • Invisible Woman stammers to call what the Skrull turns into when Thing grabs him, even though it is clearly a gorilla.
Some animator fogot about proper layering
  • When grabbing the third Skrull, the fire is briefly animated on top of just the blue in Mister Fantastic's uniform.
  • Mister Fantastic is not using the canopy when the Fantasticar leaves Earth's atmosphere.
  • When Lyja sees Mister Fantastic approaching in the Fantasticar he is about twice the size he should be.
  • None of the Skrulls do anything to verify that the person who came in the Fantasticar is actually Kok Nal instead of the real Mister Fantastic.
  • It makes little sense for the guards to point their guns at Mister Fantastic when the emperor intends to honor him.
  • After getting Lyja's medal, Mister Fantastic's chest symbol is animated over the medal ribbon.
  • In the shot following getting his third medal, Mister Fantastic only has on the original medal.
This would have been great against Doctor Doom
  • The Hypno-Suggestion Ray, transmitting a signal that cannot be resisted, is a powerful device that is never used again for some reason despite its incredible usefulness.
  • Using the Hypno-Suggestion Ray to make the Skrulls think they like being goats is very specific command considering it was used quickly with no warning that they would even escape let alone what they would transform into.
  • After Mister Fantastic uses the Hypno-Suggestion Ray, one of the horizontal stripes on Thing's medal disappears when he scratches his head.
  • Mister Fantastic gives a piece of technology with unknown properties from an aggressive alien species to a random child to play with.


Hail to the Chief
  • Bill Clinton's only appearance on the series. He is not named until the credits, being merely called President in the episode.
  • Bill Clinton previously appeared in the Iron Man episode "Data In, Chaos Out".
  • Bill Clinton would next appear in the Iron Man episode "Iron Man to the Second Power, Part One".
  • Reveals that the Fantasticar can go underwater.
  • Sue is given the full last name of Storm-Richards.
  • Only appearance of Votan.
  • Lyja and the Skrulls next appear in "Super Skrull".


Main Actor Role(s)
Beau Weaver Reed Richards/Mr. Fantastic
Admiral Kah
Guard #1
Lori Alan Sue Richards/Invisible Woman
Female Guard
Chuck McCann Ben Grimm/The Thing
TV Announcer
Skrull Officer in Video Game
Brian Austin Green Johnny Storm/The Human Torch
Jet Pilot
Skrull Paratrooper #2
Stan Lee Himself
Kitty Moffat Lyja
Skrull Paratrooper #3
Bob Ridgely Skrull Emperor
Guard #2
Guard at Power Plant
Skrull Paratrooper #1
Jim Cummings President Clinton

This is the last episode Jim Cummings voices for the series. He would continue working regularly on the sister series Iron Man.


Goats, cows, they're all livestock

The episode is loosely based on the comic Fantastic Four #2. The issue featured the first appearance of the Skrulls, The Daily Bugle building, and Johnny's use of the phrase "Flame on!". In the comic, Reed makes the Skrulls think they are cows. Eventually, the Skrulls recover themselves and attack the Avenger Vision in one of Marvel's most humorously famous covers.

The episode was the third written and produced but the fourth released airing after "Now Comes the Sub-Mariner".

She never shows any interest in Johnny in this series

The episode features the first of two appearances of Lyja in the series, and currently the only version outside the comics. In the comics, she was sent to Earth to infiltrate the Fantastic Four. At the time, the team was away during the Secret Wars. She used the opportunity to replace Alicia Masters, wearing contacts so she would really be blind. When the team returned she found that Thing stayed behind and began a relationship with Johnny, eventually marrying him. Puppet Master found out and told Thing when he did return who then ousted Lyja. She told the Fantastic Four that she really was in love with Johnny and helped them rescue the real Alicia. She was seemingly killed when she took a blast meant for Human Torch though was later revealed to be alive.

The episode aired on October 15, 1994, the same day as Iron Man's "Silence My Companion, Death My Destination".

This episode was published in comic format in Marvel Action Hour: Fantastic Four #2 through #8.


Sad that it was tried, worse that it worked

"Stu" of Marvel Animation Age felt that there are some episodes that when something stupid happens it ruins an otherwise good episode. However, he felt that this episode's stupid moment simply made it worse. He thought the entire concept of Reed using monster movies to trick the Skrulls, a supposedly advanced race, was preposterous. He claimed it signaled that this season would never be any good as it was using every cheap trick in the book. He thought the Skrulls could have been great villains but the series was not taking them seriously. He felt it would have worked if the series was a straight-up comedy like Teen Titans, but as it was it showed that the writers didn't understand the Fantastic Four. "Yet another episode barely worthy of a single star."

The episode has a 7.3 on and 6.5 on the Internet Movie Database.

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