Simon Utrecht attempted to recreate the Bio-Tech Force Enhancement Project using atmospheric radiation. Utrecht managed to gain the support of Michael Steel and James Darnell. Darnell's sister Ann was sceptical, as the experiment had only been successful once. Utrecht insisted that the energy he was using was more stable than Gamma Radiation and promised to share the rewards with his fellow contributors. At this point, she agreed to help.
Once the experiment started, Rick Jones alerted Bruce Banner that the United States Armed Forces were on their way to arrest Utrecht. As the Hulk, Banner reached Utrecht Laboratories where he found an antennae on the roof that was generating massive amounts of radiation. He destroyed the antennae and the building, but the contributors emerged from the wreckage as the super-powered U-Foes. They decided to teach the Hulk a lesson and fought against him. They were defeated, but vowed to kill the Hulk if he got in their way again.
- The U-Foes can be fought in an optional mission, although in that case, the whole team does not appear.