The Fantastic Four are trying their best to enjoy the countdown in Times Square on New Year's Eve. Reed is too focused on his wife leaving him, Johnny is lamenting over losing Crystal to the Avenger known as Quicksilver, and Ben is once more doubting himself despite Alicia's insistence that he is the ideal man for her. As the clock approaches midnight, Reed and Johnny begin to cheer up at the prospects the future might bring. Suddenly, the festivities are interrupted by Thundra, who is holding back the clock. On the digital billboard below her is a challenge issued to the Thing demanding that she battle him at a stadium in Queens in three days. When Ben tries to go to face her there and there, Medusa and Reed hold him back. Johnny decides to do something and flames on and flies up to face their foe. When Thundra tries to keep him back with the arm of the clock, the heat generated from his body causes it to melt. Before she can succumb to the extreme heat herself, she pulls off the second arm from the clock and spins it around fast enough to begin snuffing out Johnny's flame. She then puts the Torch out completely by hurling a pile of snow at him, snuffing out his flame. Medusa and Reed manage to catch the youth as Ben climbs up to meet his antagonist. When she repeats her challenge, Ben asks what she will do if he refuses. In answer, Thundra flies off on an anti-gravity platform, snatching Alicia as a prisoner while she goes. Thundra's last words are to threaten to kill Alicia if he does not show up to battle her in three days. Using Reed's elastic body, the Fantastic Four slingshot themselves back towards their headquarters to plan for the big fight. Along the way, they pass by the Gem Theater, where their passage is witnessed by Power Man and his friend D.W. Griffith. With news of the fight hitting the media, bets are placed on the outcome on of the upcoming battle, while others in the super-hero community -- such as the Avengers, Spider-Man and the Hulk -- weigh in on who they think might win the fight. Meanwhile, an abandoned water tower in Queens has been converted into a makeshift hideout for the Frightful Four, who have Alicia as their prisoner as Thundra prepares for her fight with the Thing. When the Sandman suggests that they kill Alicia after Thundra has defeated the Thing. This angers the Amazon woman and she comes to blows with the Sandman until the Wizard intervenes and stresses calm. As Thundra continues training, at the Baxter Building the Thing also does the same thing. As the big fight draws closer, the Thing and the Human Torch arrive at the stadium where the fight is to be held and begin clearing the snow. On fight day, Ben walks into face his foe and is awed by the sheer number of people who have gathered in the crowds to watch the battle. When Thundra arrives, both combatants are approached by a referee appointed by the mayor. However, Thundra has little time for such formalities and tosses the ref away and instantly begins her fight with the Thing. Because of his reluctance to fight a woman, Ben is quickly overpowered and thrown clear of the arena. From within the crowd, Reed and Medusa speed off to help Ben in his moment of need. While elsewhere, the Frightful Four watch on, with everything going according to plan, the Wizard orders the Trapster to bring Alicia back to their hideout while he begins the next phase of his plan. Meanwhile outside of the arena, Ben lands just outside of the site of the old World's Fairgrounds. There he and Thundra continued their battle on the ornamental globe in the middle of the fairgrounds. The Thing is soon losing steam and is at risk of being defeated by Thundra's hands. However, by this point, Reed and Medusa have set up a ray device and blast Ben with it. Suddenly the Thing reverts to his human form. Now faced with a vastly weaker foe, Thundra no longer believes it to be a fair fight and cheated from her victory. Thundra then gets on her hover platform and flees the scene. As Ben gets back up onto his feet, he begins to revert back to his monstrous form. Ben is saved from collapsing, and he is quickly reunited with Alicia who arrives on the scene with Johnny. She tells Ben that Thundra had forced the Frightful Four to let her go when she forfeited the match. As the Fantastic Four happily walk back for home, they are viewed from afar by the Frightful Four from their hideout. As the Trapster tells the Wizard how Thundra forced him to turn the Masters woman over, the Wizard vows that he will eventually get revenge against the Fantastic Four.
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