I: Feature Story: "Prisoners of the Puppet Master!"
Part 2: "The Hands of the Puppet Maker"
Part 3: "The Lady and the Monster!"
Part 4: "Face-to-Face with the Puppet Master!"
Part 5: "Death of a Puppet!"

Pages: 23

Script: Stan Lee
Pencils: Jack Kirby
Inks: Dick Ayers
Letters: Artie Simek

First Appearance: Puppet Master, Alicia Masters, Rocco, State Prison Warden Williams, State Prison Guards Joe & Charlie

Villain: Puppet Master, Rocco, prison rioters

Guest Appearance: Alicia Masters, State Prison Warden Williams

Cameo Appearance: State Prison Guards Joe & Charlie

Marvel Milestones: first time Reed attempts a cure for the Thing

Gadgets & Technology: Radioactive clay

Synopsis: Reed is working in the lab when he is surprised by the entrance of the Thing. He tells his gargantuan friend to stay out of the lab, while Sue and Johnny bar the entrance. The Thing is insulted, and he mopes that they must not consider him a full-member of the team if they will keep secrets from him and he storms off. Sue follows him outside while invisible, and pleads with him not to quit the team. Two guys on the street notice Thing arguing with the thin air and take the opportunity to poke fun at him. Sue kicks one fellow right in the butt and Thing wraps a lamppost around the other in response.

Just then, Sue sees a man climbing up the side of a suspension bridge. "He'll be killed!" she cries and fires the FF flare for help. Reed stretches out to grab the man but can't reach him. Johnny flies over to the bridge and he realizes the man is in a trance.

Meanwhile, on the other side of town, an odd little man called the Puppet Master bends over a scale model of the bridge and prepares to toss a clay figure off it. His finger is burned when he touches it; the same moment Johnny catches the man and flies to safety. The Puppet Master knows what has happened: the Human Torch has denied him his first test of power, and so Johnny must become his next victim.

The Puppet Master's blind step-daughter Alicia enters the room, alerted by his cry. He rebukes her and admonishes her for calling him "father". "I am only your step-father! Do you understand?" he shouts. He goes into the other room, where he dons a protective suit and sculpts a figure of the Thing from radioactive clay. He places the model in a diorama of his room and, across town at that very moment, the Thing begins marching away from Sue, completely sapped of his will. She follows in her invisible form, and they both enter the domain of the Puppet Master. Alicia remarks that she senses that two people have arrived in the room, and her suspicious step-father hands out gas masks to her and the Thing and then gasses the room. Sue falls unconscious and reverts to her visible form.

The Puppet Master notices the resemblance of Sue Storm to Alicia Masters and hatches a plan. He dresses Alicia in an FF uniform and blonde wig, sending her back to the Baxter Building along with the Thing. Alicia feels Thing's face and instantly recognizes the sensitive man within the rocky, craggy features. As they leave, the Puppet Master takes out a model of the state prison's warden and plans a mass inmate breakout at the jail.

Thing and Alicia arrive at FF headquarters and the Thing, under Puppet Master's control, attacks Reed and Johnny. He smashes through Reed's chemicals, and amazingly, they change him back to Ben Grimm. As the Thing disappears, so does the Puppet Master's control over him. Reed tells him that this was the reason why Reed had banned Ben from his lab- he was perfecting the formula to cure Ben and couldn't bear to disappoint him should it have failed.

They instantly recognize the blind girl among them is not Sue. Ben comforts the frightened Alicia who is confused by Ben's transformation. She is reassured once the potion wear off, and the Thing stands with her again, even though the Thing is once again depressed about his lot in life as a monster.

Puppet Master's prison breakout goes as planned. While he is preoccupied, Sue, who is now awake, flees the room. Puppet Master has planned for this and, squeezing the legs of an Invisible Girl puppet, she comes crashing to the floor. With "only one chance!" she fires off an FF flare which the other three and Alicia notice from the Fantasticar. They find the Puppet Master waiting with an enormous mentally controlled puppet. It twists Reed into a pretzel but one punch from Thing knocks it down. Puppet Master escapes with Sue on the back of a winged, flying horse-puppet, but Reed snatches her away with a stretched arm. The Torch pursues but exhausts his flame chasing the jet-powered horse.

Just then a nearby television reports about the prison breakout, being led by an inmate named Rocco, and tells that the inmates have taken the warden hostage. The Fantastic Four race to the scene. Torch melts the floor underneath the prison and snatches the warden from the mob's clutches. Then the Thing tears the wall out from them and tosses a prisoner into the mob. Tying a few cell doors together, he makes a cage and snares the other prisoners with it. The prisoners fire at the Fantastic Four but Reed bounces the bullets back at them. Johnny creates a ring of fire to hold more prisoners and Sue freaks out a prisoner by holding him at gunpoint while invisible. The warden and his guards regain control of the prison.

The thwarted Puppet Master decides to enable his "greatest puppet of all"; a puppet of himself as king! With this puppet, he can demolish the U.N., have other rulers serve him dinner and enslave the Fantastic Four! Alicia has had enough of her evil step-father. She sneaks up behind him and knocks the puppet from his hand. It falls to the floor and when the Puppet Master rushes to recover it, he trips over her hand and falls out a window. The Fantastic Four find Alicia alone and the Thing comforts her. No one notices the crumpled Puppet Master doll at their feet.