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U-Foes is a comic book supervillain team appearing in various series published by Marvel Comics. The group first appeared in Incredible Hulk (1st series) #254 (December 1980). As noted on the first page of that issue, the group's name was inspired by the 1979 Graham Parker song "Waiting for the UFOs".


Team biography

Simon Utrecht funded an operation to gain superpowers the same way the Fantastic Four did. His group flew a spaceship into outer space, and were exposed to cosmic rays. What the group did not know was that they would be exposed to an even more massive amount than the Fantastic Four and that it would most likely kill them. Dr. Bruce Banner was at the launch site and upon realizing this brought the ship down before the group was exposed to the terminal levels of cosmic rays. The group however did gain their powers and the newly christened U-Foes attacked Banner for interfering in their affairs. Banner transformed into the Hulk and a large fight ensued, but the U-Foes ended up being their own worst enemies as they lost control of their own newly-gained powers.

After several defeats at the hands of the Hulk and his allies, each of the U-Foes was banished to a different dimension. They managed to reunite and find their way back to Earth when the mutant Portal's powers began manifesting. The U-Foes attempted to murder Portal to keep him from opening another portal to banish them, until they were defeated by the Avengers. They would later attempt to kidnap Portal to exploit his mutant powers, and were defeated once again by Captain America, Darkhawk, and Daredevil.

Throughout the 1980s - 1990s the team generally worked alone, but occasionally were hired hands for other villains such as the Leader. They attacked the independent group, the Pantheon, injuring dozens of civilians. They were under the command of the Leader who wanted to get at the commander of the Pantheon itself. Despite the handicap of an orphan girl who had gotten mixed up in the battle, the Hulk and the Pantheon soldiers manage to subdue some of the U-Foes. The villains were tricked into hurting each other. Vapor, particularly, is defeated when she bragged ahead of time what form of gas she was taking and the Hulk and a Pantheon member used this against her. During the Acts of Vengeance, the U-Foes face the West Coast Avengers with the help of the Mole Man, but they are defeated.

Around this time, they play an important part in the The Vault prison breakout in "Venom Deathrap; The Vault". The various U-Foes work together and with other villains to fight against the prison's security, it's forces, Freedom Force and the Avengers. The U-Foes and other prisoners are neutralized by technological mind-control.

The team later encounters the Hulk in the Arctic ice fields outside the Leader's devastated sanctuary for cancer victims. The Hulk, believing he had just lost his friend, intimidated them into fleeing.

Both of the fights with the Hulk are part of manipulations by the Pantheon's ancient leader, Agamemnon. Neither side realizes the old man was secretly a power-crazed murderous psychotic who enjoys manipulation.

Later, the U-Foes are again part of a breakout from the Vault. During this, they manage to destroy the entire facillity.

Civil War

The Superhuman Registration Act, which was part of the Civil War incident, brings the U-Foes to the attention of the United States government. The U.S. sends the B-Squad version of the Thunderbolts, Blizzard, Joystick, Fixer and Quicksand. After a battle in Portland, the U-Foes are arrested. Instead of due process, they are given the choice of joining up with the team or facing jail time.

The U-Foes are among the villains recruited to join Hood's crime syndicate.



  • Real Name: Simon Utrecht
  • Power: Telekinesis, limited to attract or repel matter from his own body. Enormously powerful, as by focusing his power into blasts he was even capable of flaying most of the Hulk's skin and muscle tissue from his body when the latter resisted, The Incredible Hulk vol. 1, #398 (Oct. 1992)* and repelled the structure of reality itself within the 'Crossroads' nexus, with force he claimed was sufficient to hurl entire worlds. Incredible Hulk vol.2, #305* Also capable of flight.
  • Background: Simon Utrecht was a successful businessman, industrialist, and politician who craved more power. He used his resources to copy everything about the Fantastic Four's flight into space, and hired a crew in the hopes of gaining superpowers.


  • Real Name: Ann Darnell
  • Powers: Has the power to alter her form into any known gas, usually the most lethally poisonous she can imagine while invading an opponent's body. Vapor can transform into her fully human state for only brief periods.
  • Background: Was hired by Simon to be the life-support engineer on his space ship. Is Jimmy Darnell's older sister.


  • Real Name: James "Jimmy" Darnell
  • Powers: Has been permanently transformed into a living energy field, intangible and immune to most physical harm. Has the power to expel various forms of heavy radiation in the form of very potent blasts, shown capable of hurting even the Hulk, The Incredible Hulk vol. 1, #397 (Oct. 1992)* and the ability to fly, or turn invisible. *Incredible Hulk vol.2, #305* He has also been able to emit negative-gamma rays that turn the Hulk back into Bruce Banner, but this is only effective so long as he is conscious.
  • Background: He was hired by Simon to be the spaceship's fuel-propulsion systems engineer. Is Ann Darnell's younger brother.


  • Real Name: Michael Steel
  • Powers: Permanently transformed into organic metal similar to the X-Man Colossus. Superhuman strength, durability, and the ability to increase or decrease his own weight, hovering in the air,The Incredible Hulk vol. 1, #397 (Oct. 1992)* or crushing like a mountain.
  • Background: He was hired by Simon as a scientist, engineer, and skilled pilot.

Other Media

Video Games

The U-Foes appear in the The Incredible Hulk, although in this version their original intention was to duplicate the accident that created the Hulk using atmospheric rather than gamma radiation, with their rage being subsequently directed at the Hulk due to him destroying the antenna that was gathering the radiation. Ironclad can also be used as a playable character in the game if one of the U-Foes (Vector, X-Ray, Vapor) is used against the other.

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