Strange Tales Vol.1 #142
Cover Date: March 1966
Writers: Stan Lee, Jack Kirby
Art: Jack Kirby
Featured Character: Colonel Nick Fury
Synopsis: Fury checks out the Encephalogram-Inducer which, when hooked into the Brainwave Stimulator transforms the ESP Divisions' thoughts into images. Mentallo breaches The Fixer's underwater base, convincing him to join forces. They travel underground to SHIELD HQ in a Thru-The-Ground Tank which The Fixer mentions was supplied by THEM. Inside SHIELD HQ, the Fixer uses a Static Distorter to cut off outside communications. Mentallo & The Fixer take on Fury & SHIELD using Element Z to render everyone unconscious. Placing an electronic mask on Fury's face, The Fixer turns him into a mindless slave.
Reference: Strange Tales Vol.1 142 Grand Comics Database