A scientist named Dr. Reed Richards has discovered there is a radio-active cloud in the space that will pass just over the earth's atomshpere. He believes that this cloud carries nuritents and proteins that will benefit mankind. He decides to ask his old college roommate and old friend, Viktor VonDoom, for access to his billion dollar research center located above the earth in the same spot where the cloud will pass over. Viktor agrees, and decides to invite his top genome scientist, Susan Storm, who so happens to be Dr. Reed's ex-girlfriend. Viktor also chooses the pilot, her brother, Johnny Storm. Ben Grimm isn't too happy with the decision since he is Dr. Reed's best friend and also an expert pilot. Dr. Reed assumes that the shields on the space station will protect the crew when the cloud hits the station. The cloud hits the station earlier than Dr. Reed expected while the shields were down, everyone is exposed to the cloud. Ben Grimm is hit the worst, as he tries desperately to get back inside the space station. (He was sent outside to put flowers in a box to test their reaction to the cloud.) They were all exposed and the DNA of all five of them begins to react differently to the cloud as they recoop at a swiss medical station. Susan gains invisiblity, Dr. Reed can stretch himself beyond a normal human, Johnny can control fire, Ben is transformed into a being made entirely out of solid orange rock, and Von Doom's body structure changes into metal. Von Doom goes crazy and the other four step up to stop him.