- Fantastic Four (First appearance)
- Alicia Masters (First appearance)
- Puppet Master (Phillip Masters) (First appearance)
- Namor the Sub-Mariner (First appearance)
- Giganto (Atlantean Beast) (First appearance)
- Dick Clark
- Miss Forbes
- Earth-534834 (Reality)
In an effort to raise money for education, The Fantastic Four tell Dick Clark the origin of their amazing powers, and their first confrontation with The Puppet Master, a villain who uses small clay replicas of people to take over their minds. In a running gag, the Thing tries various attempts to convince the audience to send in money for the charity.
In space, the four are bombarded by cosmic rays. The auto-pilot lands the ship back on Earth, where they find themselves physically transformed and possessing remarkable new abilities. Sue can turn invisible. Ben has transformed into an orange, muscular "thing." Reed's body became highly malleable, allowing him to stretch into any shape. Johnny's body bursts into flame, and he can fly. They decide to use their abilities to become the super-team known as the Fantastic Four.
Puppet Master, as a way to test of his power, uses a clay puppet to force a man to leap to his death from a bridge. The man was saved by the Human Torch, a member of the Fantastic Four. Learning what had happened, the Puppet Master decided to use the clay’s powers against the Fantastic Four. Carving a puppet of the Thing from his special clay, the Puppet Master compelled the Thing to come to him. The Thing is followed by his team mate, Sue, whom the Puppet Master captured. Seeing a close resemblance between the Sue and Alicia, the Puppet Master disguised Alicia as Sue and told her to accompany the Thing back to the Fantastic Four’s headquarters. Alicia, unaware of her stepfather’s motives, obeyed.