Meant to be a re-imagining on a grand scale, Marvel’s Ultimate Universe went on for roughly fifteen years. It remade a ton of characters to various levels of success, many of them being almost identical and many others being vastly different.

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Perhaps no group of superheroes stood so far apart from their Prime Earth counterparts as the Fantastic Four. Marvel’s First Family experienced major changes from the ground up, and while they remained largely true to the spirit, there’s still no mistaking one team for the other. Here we’ll run down ten of the biggest changes the Ultimate Universe made to these characters.

10 THE BAXTER BUILDING IS THE GOVERNMENT'S

In the original universe, the Baxter Building was just a regular office building before Reed Richards came along. Since then, it’s been everything from the Fantastic Four’s headquarters to the primary building for Parker Industries, but it began as a humble office building/apartment complex.

In the Ultimate Universe, the Baxter Building is actually a government think tank, known for recruiting the remarkably intelligent and putting their brains to use for the U.S. Reed himself is recruited after they discovered he was able to teleport cars into the Negative Zone.

9 DR. DOOM WAS AFFECTED TOO

One member of the Baxter Building think tank is Victor Van Damme, the Ultimate version of Dr. Doom. The original Doom scars his face thanks to an experiment gone awry, but in this universe, he messes with Reed’s calculations and the results cause them all to wind up dealing with transformations that would lead to them all gaining powers.

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While the others would gain powers turning them into the Fantastic Four, Doom’s powers would work a little differently. His body was almost completely turned into metal, while his organs have rotted and formed a noxious gas he uses on his enemies. He still runs Latveria though, so at least he has that in common with the original version.

8 NO SPACESHIP BOMBARDED WITH COSMIC RAYS

The original Fantastic Four comics are set during the height of the space race, and as such, their origin makes perfect sense for their era. Reed and the others go out on a scientific mission to outer space, and wind up bombarded by cosmic rays that grant them incredible powers: boom, suddenly we have the Fantastic Four.

In the Ultimate Universe, the group gain their powers when an experiment to transport organic matter through another dimension (the N-Zone) goes wrong, causing them to swap bodies with doubles from this alternate universe. These new bodies work fundamentally differently than their originals, changing them forever.

7 HUMAN TORCH SHEDS HIS SKIN

The Ultimate Universe was always a little more obsessed with realism and the hows and whys of things than the Marvel Prime Universe. It’s why all the heroes (at least, early on) have so many limitations in comparison to what their counterparts.

So, the Human Torch’s power to “flame on” requires him to turn his own body fat into nuclear fusion as fuel for his transformation. Periodically, he’s forced into a kind of hibernation which causes him to shed the skin protecting him from his own flames.

6 THE THING CAN CONTROL HIS TRANSFORMATION

In the main universe, Ben Grimm goes back and forth between being able to control a transformation into his rocky self and being trapped within it. In the Ultimate Universe, Ben is overcome with grief at being stuck with superpowers that make him... a giant orange rock, essentially.

Still, eventually, he learns to cope with his transformation, and even learns how to permanently switch between his human and Thing forms.

5 THE TEAM IS MUCH YOUNGER

In the original universe, the Fantastic Four are made up of three adults...and Johnny. It gets a little sketchy thanks to the whole sliding timescale, but we know that Reed is already well out of college and holding a couple of phDs before he ever even tries to take a crew of his friends and family into space.

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Ben Grimm is roughly the same age, considering they were both college room-mates, while Sue Storm is a good deal younger than either of them and Johnny is the youngest of the group. The Ultimate Universe ages them down quite a bit, with Reed at his early twenties at most and Sue around her late twenties.

4 SUE STORM IS A SUPER SCIENTIST

In the main universe, Sue usually takes the role of Team Mom. She keeps the group together when Johnny’s being immature, Ben’s being mopey, and Reed’s got his nose stuck in his latest impossible invention. Lately, they’ve given her more to work with, even turning her into a super spy who’s mastered the art of espionage.

The Ultimate Universe beat her to that by just a bit, making her a super-genius on par with Reed Richards, often just as likely to take charge of a given mission and plunge into the action as any of the others.

3 THE THING TRANSFORMS INTO AN ENERGY BEING

As it turns out, Ben Grimm’s transformation isn’t complete like the others'. His power isn’t to transform into a giant rock being, but instead it serves as a kind of cocoon that allows him to continue to grow. During the Ultimate Mystery series, we see the full effects of this: transformation that allows him to retain his human appearance, gaining a bright purple glow whenever he uses his powers.

He not only retains his super-strength but even gets some pretty sweet energy powers on top of that. This is rare, but the Ultimate Universe version of Ben winds up with a pretty sweet deal compared to the original.

2 SUE STORM MARRIES THE THING

Considering that Sue Storm’s usual husband --Reed Richards-- transformed into a better Doctor Doom than Doom himself, it leaves her without a dance partner for this universe. Eventually, Ben Grimm confesses that he was always in love with her, but never acted on it out of respect for his childhood friend Reed Richards.

After battling against the evil Reed and his alien help, things finally calmed down enough for Sue to respond to Ben’s feelings. Given more than enough time to think about it, she admitted she was in love with him as well, and proposed to him at the end of Ultimate Doomsday.

1 REED BECOMES A VILLAIN

Ultimate Reed Richards as The Maker

This is the big twist everyone remembers. Though Reed Richards spends years working alongside his friends in the Fantastic Four, in the aftermath of the event Ultimatum, the group is broken up and Reed and Sue split. Time alone and away from the team causes Reed to lose his grip on himself and begin working alongside aliens.

Fed up with his dimension, Reed has his own parents killed and attacks the planet in Ultimate Doomsday. By Ultimate Comics: The Ultimates, Reed has taken on a new identity as The Maker, even creating his own dark version of the Future Foundation in a group known as the Children of Tomorrow.

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