616 Ben Grimm, the Thing, gets enhanced and goes up against Popeye the Sailor.

* Ben Grimm: Gets his orange rocky form, plus the feats of Pre-Crisis Karate Kid, Iron Fist, Karnak, Remo Williams, Cassandra Cain, Mantis (martial feats only), the Mandarin (martial feats only), Wonder Woman (current version, physical feats and bracelets), Midnighter, Champion of the Universe, and a 20th-level monk from 3.5 D&D.

* Popeye: Starts off spinach-enhanced.

Standard arena match.