An officer hears some crashing through the underbrush, it turns out it’s the Hulk. He races to town to warn everyone. Everyone heads inside to hide. Some try to stop him, But he throws them off. But his friend, Rick Jones, arrives. He stops him from destroying the town. He leads him to safety where he turns back into Bruce Banner.
Bruce does not want Rick to be around him when he is the Hulk. He doesn’t want to hurt him. He refuses as Bruce saved him. He wants to help.
Some aliens are approaching Earth. They zap it with a ray gun. They are actually trying to find out who the best scientist on the planet is. They begin to track the mind.
On the base, Bruce and Rick see the General and Betty. She tells Bruce she’s been worried about him. The General is rude and she tells Bruce to ignore him. Bruce and Rick head off to conduct an experiment. They find a natural cave. Bruce thinks it should work well as a prison for the Hulk when he changes. He plans to lock himself up every night until he can figure out how to stop changing. But before they exit they are suddenly hit with a wind and pinned to the wall.
The Toadmen aliens capture them both. The captain informs them they are his prisoners. Being the best earth scientist he wants to know how advanced earth is before they attack the planet.
Bruce refuses to tell him. He threatens to empty Earth’s oceans and attach the humans to the ground where they stand. He sends Rick back to planet Earth. Bruce starts to realize that it’s becoming night. He starts to transform into the Hulk. The aliens are not aware he has transformed. Hulk is not happy to be locked up. He uses his strength to break out.
The aliens don’t know what to make of him and are afraid. They attack and try to kill him. He takes over the ship. He realizes their technology is superior to that on Earth. He decides to be the hunter now, instead of the hunted.
Down on Earth, this ship has been spotted and classified as a UFO. They try and shoot it down. Rick tries to stop them from firing the rockets, but he does not succeed. The rockets hit the ship and it falls out of the sky.
Bruce survived the crash. He’s now transformed back into Bruce. General Ross thinks he was trying a sneak attack on his own country. He has him arrested. The aliens also survived but they try and hide. They tunnel underground and go undetected. They get safely away and call their Armada to launch the attack on Earth.
Rick goes to visit Bruce in jail. He tells him when he becomes the Hulk he can easily break out.
General Ross heads home. Betty is furious. She stands up for Bruce. He gets a call about an alien invasion. It’s an extremely massive armada. People on Earth are freaking out because they can easily see the massive fleet of alien ships. Suddenly, all of Earth’s transmission signals are jammed. The toad alien leader makes an announcement that they are about to take over the planet.
The aliens threaten to use their magnetic powers to pull the moon closer to the earth until it collides with the earth. They have already begun to move the moon. Water on earth begins to rise. Buildings start to crack. They will only reverse the moon’s course if Earth surrenders. General Ross refuses to surrender.
In his cell, Bruce sees the moon and begins to transform. He breaks free easily. The soldiers make a run for their safety. The Hulk heads for the General’s home. He only finds Betty. She’s afraid. Ross orders an army to stop him. Rick tries to help but he’s ignored. The wall of the house is broken down. Betty is unharmed by the Hulk. Rick goes in too and tries to reach him, but the Hulk throws him aside.
The whole platoon just tries to pile on top of the Hulk to stop him. He throws them all off. He exits and takes Betty with him as a hostage. He goes to Bruce Banner’s lab with her.
She talks with him. He says he is what he is because of what man has done to him. Rick bursts in. He tries to tell the Hulk what is happening and that he can help. Betty faints. Bruce has turned back into Bruce the next morning. Better is still out cold. He carries her back to her fathers house. They leave her on the couch and cover her up. They head out to try and deal with the aliens.
Bruce says the gamma ray gun. They run to it. As they get it set up the General and soldiers try to break in to the lab. Rick uses a fire house to keep them back. Bruce is able to fire the gamma ray gun. It works. It reverses the aliens magnetic field and sends all the alien ships away from earth.
General Ross is forced to drop all charges against Bruce and Rick as they saved the planet. Betty still supports Bruce. The General is still suspicious.
Rick and the Hulk are in the undersea cave. The Hulk locked in a chamber with Rick standing guard, waiting for day break.
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