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Rebel in University

When the Fantastic Four and the Avengers sacrificed their lives to destroy Onslaught, Franklin Richards, the son of the FF's Mr. Fantastic and Invisible Woman subconsciously created a pocket universe to save their lives. There they spent an entire year reliving living new lives "reborn" into a reality where they recently gained their abilities that vaguely mirror how they gained their powers originally.[1]

Rebel in Prometheum Armor

In this new universe, Franklin created populated planet Earth, including recreations of many of these heroes allies and foes. Many of the inhabitants of what would eventually be dubbed Counter-Earth were unique to that reality, among those was Conner O'Reilly. Connor was old university friends with Tony Stark, Reed Richards, Victor von Doom, Bruce Banner, and Henry Pym, and they formed a group dubbed the Knights of the Atomic Round Table as they all were involved in their own scientific pursuits to better mankind.[2] Close friends with Tony, Connor would be nicknamed "Rebel" due to his devil-may-care and almost suicidal tenancies. His reckless attitude would match his devotion to helping Tony create his suit of Prometheum Armor, a self contained life-support/battle suit, despite the fact that the Russians had supposedly beat them to it with their invention of Titanium Man.[3]

As their creation neared completion, Rebel's girlfriend would leave him, finding his reckless behavior too much, wanting to be with someone more well grounded like Tony Stark. One night after a series of tests on the Promethean Armor, Rebel sneak out of Stark International's compound to test out it's superiority against the Russian's Titanium Man. Entering Russian airspace, Rebel would be attacked by the Titanium Man who would issue a humiliating defeat. Having shown his superiority in combat, the Titanium Man would let Rebel live and report back to his country and have them "shelve" their inferior invention. Rebel would quickly return to the United States and tell nobody of his humiliating defeat.[3]

The following day, Rebel would be sent out in the suit to test out it's combat abilities, and either due to his battle against Titanium Man or some other malfunction, the suit of armor would overload and explode seemingly killing Rebel in the process.[4]Rebel's death would lead Tony to isolate himself from the world and cease inventing and become a ruthless and insensitive businessman, buying up the competition and making bad business deals that would ultimately ruin lives. However, Tony would change his way when a mortal injury would press him into dawning the repaired Promethean Armor and become known as the hero Iron Man.[4]

Meanwhile, Rebel's body would be dug up by Hydra a terrorist organization secretly funded and organized by Victor von Doom, Rebel's old classmate now the Latverian Monarch Dr. Doom.[3] Doom would restore Rebel back to life, fit him with a new suit of armor that supposedly was far superior than the Promethean Armor and sent against Tony Stark.[3]

Attacking Stark International, Rebel would confuse Happy Hogan for Stark and severely injure him. Furious, Tony would put on his armor and fight Rebel as Iron Man.[5] Although Rebel's armor is armed with new technology far superior to that of Iron Man's, the Golden Avenger would manage to best Rebel in combat and confirm the suspicion that this new attacker was really his old university friend.[6] Wanting to learn the truth behind his friends resurrection, Iron Man would take Rebel to the Baxter Building, the headquarters of the Fantastic Four, where he and Reed Richards (now Mr. Fantastic) would psi-link Tony to Rebel.[3] Scanning through Rebel's memories, Tony would learn of Hydra's involvement, however Reed would pull Tony out for fear that their prolonged psi-link would cause the death of both Tony and Conner.[3]

Even though O'Reilly would be on the edge of life and death, he would agree to join Tony in tracking down Hydra's base located in the East. Along the way they would clash with Titanium Man and his ally the Crimson Dynamo, now having joined with Hydra. The two heroes would defeat the Russians when Iron Man would cause them to rapidly repel from one another with magnetized discs.[7]

Before storming the Hydra base, Tony would allow Rebel to "be the hero" he always wanted to be, and give themselves a surprise ace-in-the-hole by trading armors before the attack. During the battle, Rebel and Tony would take Madam Hydra hostage to stop the battle, however she would be killed by the Mandarin, apparently Hydra's secret backer. However, Rebel would destroy the Mandarin, revealing that he was in reality just a robot, before finally dying again. Thinking that Tony is really Rebel, and assuming Stark is dead, Dr. Doom would reveal himself as the real mastermind behind Hydra.[7] Tony and Rebel's armor-switch would pay off when Doom would take "Rebel" back to his headquarters, allowing Tony the chance to change back into his Promethean Armor and attack Dr. Doom. Their battle would send them traveling through time, seeing glimpses of their previous lives prior to being "reborn" and learning of the impending destruction of Earth at the hands of Galactus. Following this revelation, Tony would have Rebel's body returned to it's grave.[8]

Rebel in Doom Armor

Time would pass, the heroes of Counter-Earth would unit to stop Galactus, saving the Earth from destruction,[9] and be returned to their proper Earth.[10] With the departure of Counter-Earth's greatest heroes, the planet would be spiraled into chaos due to the machinations of The Dreaming Celestial.[11] During this time, Rebel was somehow resurrected and obtained a copy of Tony's Promethean Armor, grew his hair long and adopted a drawl reminiscent of cowboys of the wild west. During this time he would get involved with a woman named Blue Skye, whom unknown to Rebel, would become pregnant with his child. When Master Man abandoned his Nazi fanaticism, replacing it with religious zealotry, and took over California and Nevada (rechristening it Calvada), Blue would go missing for unrevealed reasons, however possibly joining Master Man's religious movement.[12]

Rebel would join with Pepper Pott's rebellion against Master Man and his brutal crusaders. During his travels with Pott's group, Rebel would also be searching for the location of Blue. He would also become the romantic interest of Michka, a woman with sonic powers that is secretly a spy for Master Man's group. After slaying Crossbones Rebel would learn that Master Man's organization knows the secret location of Blue and would renew his obsession with finding his one-time love, much to the chagrin of Pepper.[12]

When attacking another one of Master Man's compounds in the "Gamma Zone", Rebel and the others would face off against Master Man's minion: the Parson. During the battle, Michka's duplicity, and her feelings for Rebel would be revealed as she sacrifices her life to save Rebel from Parson. With Michka dying, Rebel would blast Parson, severely burning him and is about to kill him when he imparts the location of Blue Skye. Parson is allowed to escape, and when Pepper's band tries to get Rebel to focus on Michka, Rebel leaves the scene to track down his true love, not willing to be there for the woman that almost succeeded in betraying them.[12]

However, arriving at the supposed location of Blue, Rebel is shocked to find not his love, but a young boy with a sign around his neck reading "Yours".[12]

When Dr. Doom ruled Counter-Earth he would send Rebel along with the Redeemers and Captain America to deal with the Young Allies who were threatening Latveria with a toxic gas in a bid to force to change Dr. Doom's leadership. Rebel would fail at this task.[13] Rebel's current activities are presently unknown.



O'Reilly was an experienced test pilot and inventor having aided Tony Stark in creating the Prometheum Armor.



Originally, Rebel would wear the Prometheum Armor, designed by himself and Tony Stark. The armor would be armed with a full life support system, scanning system, computer database. It had rocket boots to allow for flying and was armed with repulsor rays, force field (or "shields"), and a chest blaster. Following Tony Stark's departure from Counter-Earth, Rebel would wear the armor (or a copy of it) once more, however this pair would be damaged and it appears that only it's jet boots and chest blaster were functional.

He would later wear a suit of armor designed by Dr. Doom, this armor would have enhanced scanning capabilities, the ability to "cloak" itself from human perceptions, radar, sonar and would not give off a head signature. It was armed with blasters in the gauntlets.


During his time as a rebel against Master Man's minions, Rebel would come to carrying assault rifles that fired an unidentified energy type.

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