Appearing in "The Malevolent Menace of Mastermind!"
- Captain Britain (Brian Braddock) (Main story and flashback)
- James "Jamie" Braddock (Only in flashback)
- James Braddock Sr. (First and only known appearance; dies) (Appears on screen)
- Lady Elizabeth Braddock (First and only known appearance; dies) (Appears on screen)
- Valerie Campbell (First appearance) (Appears on screen)
Synopsis for "The Malevolent Menace of Mastermind!"
Captain Britain faces the mysterious Mastermind, and learns how his parents died-murdered by a computer of James Braddock's own creation, while his wayward son Brian was canoodling with a girlfriend in his car...
Appearing in "The Alien, the Ally, and-- Armageddon!"
- Fantastic Four
- Agatha Harkness
- Franklin Richards
- Edwin Jarvis
- Walter Collins
- Captain America (Steve Rogers) (Vision)
- Thor Odinson (Vision)
- Daredevil (Matt Murdock) (Vision)
- Iron Man (Tony Stark) (Vision)
- Silver Surfer (Norrin Radd) (Vision)
- Spider-Man (Peter Parker) (Vision)
- Sub-Mariner (Namor McKenzie) (Vision)
- Hulk (Bruce Banner) (Vision)
Races and Species:
- Zenn-Lavians (Vision)
- Asgardians (Vision)
- Atlantean-Human Hybrids (Vision)
Synopsis for "The Alien, the Ally, and-- Armageddon!"
The remaining members of the Fantastic Four are reeling after their battle with their leader Mister Fantastic, who is now in the thrall of the Over-Mind. While trying to figure out what to do next, they are interrupted by an alarm from one of Reed's machines. They quickly realize it was a machine Reed had slipped through to escape them. Upon examination, they learn that it would have bombarded their leader with enough radiation that would allow them to track him. With a tracking device, Johnny and Ben head outside of the Baxter Building but are barred by an angry mob led by their landlord, Walter Collins. Collins has brought the authorities and demanded that they arrest the Fantastic Four for refusing to vacate the premises after his failed attempts to evict them. Fed up and with no time to waste, Johnny sends the crowd fleeing with his flame powers, and Ben leaves the cantankerous Mr. Collins suspended from a bent-over sign post. Continuing their search, Ben and Johnny are taken into the New York City sewers on their way to find Reed and the Over-Mind.
At the junkyard that serves as the Over-Mind's hideout, the alien finds that Reed Richards is resisting his attempts to mentally control him. As the Over-Mind increases his influence, Reed tries to keep his enemy out of his mind by reciting complex equations. When this becomes too difficult, he attempts to focus his mind on his wife and child. Before he can re-establish full control over Reed, the Over-Mind is attacked by the Thing and the Human Torch, who have just arrived on the scene. Seeing this battle on a view screen at the Baxter Building, Sue rushes to their aid in a one-person craft and tries to lend a hand in battle. All is lost when Ben and Johnny are defeated in combat, and Reed is once more taken under the Over-Mind's control. Unwilling to fight her own husband, Sue flees the scene to find allies that she hopes will assist her in saving the world. Her first stop is Avengers Mansion where she learns from Jarvis the butler that the Avengers are busy on another mission. 
Now Falls the Final Hour!
Searching the city of New York for other heroes who could help fight the Over-Mind, Sue can locate none of the Fantastic Four's previous allies. Feeling that all hope is lost, Sue lands her ship to lament over the situation. She is suddenly contacted by a mystical projection of Agatha Harkness and her son Franklin. Agatha tells Sue that there is only one person who can help Sue save the world. Sue is shocked when the old witch conjures up the image of the Fantastic Four's old foe Doctor Doom. With no other options left, Sue flies to the Latverian embassy. When the guards refuse to let her in, Sue crashes through a window and confronts Doom directly. Initially, the Doctor refuses to help, as he enjoys seeing his greatest enemies brought low. However, when Sue reminds him that the Over-Mind intends to take over the entire world, she suggests that he is afraid of facing the Over-Mind. This finally convinces Doom to get involved. Doctor Doom then orders Sue to take him to the Baxter Building and Reed's lab.
Back in the junkyard, Johnny and Ben have been defeated by the Over-Mind and Mister Fantastic. The invader then leaves with Reed to enthrall others in the city still not under his control. Ben and Johnny are revived by Doctor Doom, and they almost come to blows before Sue stops them to explain their uneasy alliance. They track down the Over-Mind as he and Reed are rounding up people to be enslaved. When the Fantastic Four and Doom attack, the Over-Mind attempts to use his mental powers but has them redirected back to him by Doom's psionic-refractor device. Although this device initially manages to stagger the Over-Mind, the alien catches Doom off guard and bombards him with mental attacks and eventually overloads the device. With Johnny, Ben, and Sue incapacitated, it appears that the Over-Mind will finally succeed in his quest to conquer the Earth. But the Over-Mind is suddenly shocked when the cosmic being known as the Stranger suddenly appears before him.
Meanwhile, Sue continues to struggle with her mind-controlled husband, who continues to overpower her. As he begins to squeeze the life out of her, Sue tries to remind Reed of their child, and the thoughts of Franklin cause Reed to fight free of the Over-Mind's control. Meanwhile, the Strange and the Over-Mind begin to clash. The Stranger tells the Over-Mind that he was created by the people of Gigantus to counteract his threat. Unwilling to believe this, the Over-Mind is no match for the Stranger and is soon shrunken down to the Microverse where he can be a threat to nobody. The Stranger then departs from Earth, returning to the stars from which he came. As the Fantastic Four recover from the battle, Doctor Doom departs from them, telling them that, when they meet again, it will be as enemies once more. Johnny is upset that they were unable to defeat the Over-Mind without the intervention of the Stranger, who could have done the job anytime he wanted and storms off. The rest of the Fantastic Four are then visited by the Watcher, who explains to them that their battle drew the attention of the Stranger after forcing the Over-Mind to unleash his power battling them. Without that, the Over-Mind would have been able to take over Earth and many other worlds before being noticed by the Stranger.
Appearing in "Behold the Savage Sky!"
- Duplikads, robotic copies of the Yellow Claw
- Magnetic Pelfrag Shooter
- Above New York
Synopsis for "Behold the Savage Sky!"
As The Claw is about to destroy NYC, the S.H.I.E.L.D. Helicarrier arrives, and a squad led by Dugan assault The Sky Dragon using grappling hooks like "ancient buccaneers". As a battle commences, Fury breaks loose and clobbers Von Voltzmann. Several agents corner The Claw, but he lays them out using "Hyper-Psionic Brain Emanations". His nervous system drained, The Claws unleashes a squad of "Duplikeds"-- replica robots of himself-- to cover his escape. Fury catches up with the real Claw, using a "Magnetic Pelfrag Shooter" to weigh him down. But the pellets disintegrate-- The Claw now has armor all over, including his face-- and with spiked gloves, clobbers Fury, before making his escape by jet, threatening to return as a conqueror.
- Published by Marvel UK
- The 2nd story is a reprint of the second half of Fantastic Four Vol 1 116 in black and white.
- The 3rd story is a reprint of the second half of Strange Tales Vol 1 165 also in black and white.