Simon Utrecht began attempting to recreate the Bio-Tech Force Enhancement Project by using atmospheric radiation. He gained the support of Michael Steel and James Darnell, but had a harder time convincing James' sister Ann. She pointed out that the experiment was only successful once and asked why he thought he would succeed. Utrecht stated that the energy he was using was much more stable than Gamma Radiation and that he would be remembered as the man who brought the human race to the next stage of evolution. He promised to share the rewards with those who would contribute, at which point Ann agreed to help.
When word got out of Utrecht's experiments, the United States Armed Forces came to arrest him. Bruce Banner, who had been informed of Utrecht's research by Samuel Sterns, arrived as the Hulk. The Hulk destroyed Utrecht Laboratories and Utrecht and his allies emerged as the super-powered U-Foes.