Among the recreations on Counter-Earth was one based on Agatha Harkness, Franklin's former nanny. Although this pocket universe was instantly created, its inhabitants were given memories that "pre-dated" the creation of this reality. Agatha Harkness was a witch who resided in the city of New Salem, and the Scarlet Witch was her student.[1]

The Scarlet Witch was contacted through Agatha by SHIELD to join their newly formed super-hero team the Avengers. Agatha traveled with Wanda to Avengers Island and later returned to New Salem shortly there after. [1]

Later, sensing trouble for Wanda, Agatha returned to Avengers Island with her familiar, the cat named Ebony. They were both subdued by the trickster god Loki who, with the Enchantress, sought revenge against the Avengers by using the Scarlet Witch as their pawn. Loki imprisoned Agatha's essence in a tree and dismissed her familiar as no threat at all. The Enchantress then posed as Agatha and enthralled the Scarlet Witch into joining her Masters of Evil. Attempting to warn the Avengers and unable to reverse Loki's spell, Agatha was forced to sacrifice her familiar by transferring her mind into its body. In Ebony's body, Agatha attempted to warn Earth's Mightiest Heroes but was struck down by Loki's magic.[2]

When Loki betrayed his followers in order to absorb the power of the Avengers gamma core to empower himself, Agatha revealed that the Scarlet Witch's body was possessed by a the traitorous Avenger Hellcat. This revelation led to Hellcat's destruction and Scarlet Witch being freed from Loki's control. The Enchantress, betrayed by Loki, used her magic to transform Agatha back to her human form. She then joined Enchantress and the Scarlet Witch in pooling their magical powers to empower this earth's Thor, transforming him into a giant facsimile of Odin to battle Loki. Ultimately the heroes defeated Loki but at the cost of Thor's life.[3]

Agatha's fate following the defeat of Loki remains unrevealed.

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