- 1 History
- 1.1 Origins
- 1.2 Long Ago
- 1.3 World War II
- 1.4 After the War
- 1.5 Knights of the Atomic Round Table
- 1.6 Return of Captain America
- 1.7 Birth of the Fantastic Four
- 1.8 Birth of the Avengers
- 1.9 Atlantean War
- 1.10 Birth of Iron Man and the Hulk
- 1.11 Threat of Galactus
- 1.12 Industrial Revolution
- 1.13 Fall of Hydra
- 1.14 Loki War
- 1.15 The Inhumans
- 1.16 The Sons of the Serpent Conspiracy
- 1.17 Heroes Reunited
- 1.18 World War III
- 1.19 The Return Home
- 1.20 World Without Heroes
- 1.21 Doom's Conquest
- 1.22 Thunderbolts & Young Allies
- 1.23 Judgement Day
- 2 Nature
- 3 Residents
- 4 Notes
- 5 See Also
- 6 Links and References
In the wake of the Onslaught event, the Fantastic Four, Avengers, Bruce Banner, and (forcibly) Dr. Doom sacrificed their lives to destroy Onslaught. Franklin Richards would subconsciously create a pocket universe where those who sacrificed themselves were placed and "reborn" into new lives that mirrored their past lives.
Although this reality was created instantly and has no physical history up to the point that the realm was created, there has been a fabricated history in the minds of all the individuals that co-exist on Counter-Earth (see Nature).
It is said for centuries that Galactus and his heralds traveled across the cosmos farming planets for their master to consume. A herald would be sent to a suitable planet and implant Catalyst Pods to terraform a planet to suit Galactus' consumption needs. One of these worlds was Earth.
The earliest "recorded" history on Counter-Earth takes place during the 1940's. Like Earth-616, Counter-Earth experienced its own version of World War II. Not all the details regarding this era are apparent and most are recollections made by the LMD impostor of Nick Fury, the real Nick Fury has stated that not all these facts are true, what is truth and what is false remains to be explained. The facts are as followed:
During World War II, the US Military began experiments to try and create the ultimate breed of super-soldiers. They had a doctor who created a formula that would transform an ordinary person to the peak of their physical abilities. It failed to work on most test subjects, killing some, until it was given to a scrawny weakling named Steve Rogers. For reasons they could never determine, he was the only individual given the formula in America that it worked on. Steve became Captain America and fought in the war. He faced menaces such as Red Skull, Colonel Von Wagner, Valkyrie, Master Man, and Baron Zemo.
It would appear that Captain America was not be the only one who received chemical enhancements as it appears that both Master Man and the Red Skull managed to obtain their own versions of the formula that gave Captain America his powers, however the facts behind this remain unrevealed.
It has also been identified that Richard Barnes was Captain America's sidekick Bucky during the war. However his exploits with Captain America remain largely unrevealed. However, Bucky survived the war and married Peggy Carter sometime after, and is still alive presently. It has also been identified that the Sub-Mariner was an ally of Captain America during the war, however these chronicles remain unrecorded as well.
In 1945 following the dropping of the atomic bomb on Hiroshima by the United States, President Truman asked Captain America to stand with him and support the government's choice to drop the bomb. When Captain America refused on moral grounds, General Thaddeus Ross appointed war hero Nick Fury to head SHIELD, a newly formed black ops division of the US government. One of their mandates was to shut down Captain America before he could speak out against the current administration. Using the Red Skull's files on a process called "Operation: Sleeper", SHIELD would do just that.
After the War
SHIELD grew as an agency, developing their own high-tech devices and mostly operating in secret. Over the years they kept Captain America either in states of suspended animation or reprogrammed into believing he was an average civilian. Each time he was deployed in various US conflicts he was reprogrammed into different identities: During the Korean War he was known as "Captain John Battle" and in Vietnam he was known as "Captain Jack Strike". In each subsequent conflict, Captain America would revolt against his programming upon seeing enough atrocities of war, forcing SHIELD to deactivate him again.
Red Skull, Master Man, and Baron Zemo escaped capture during WWII, and at least Baron Zemo played a part in organizing the agency known as AIM. Master Man and Red Skull ultimately relocated to the United States, reinventing their Nazi ideas into the grass roots World Party organization and begin amassing a nuclear arsenal in the hopes of ethnically cleansing the United States.
Captain America's shield went missing during this period of time, changing hands. It was also sought out by the Red Skull and Master Man for unrevealed reasons. The shield would ultimately end up in the hands of Abraham Wilson who would go searching for Captain America.
Captain America himself was reprogrammed into believing that he was a simple construction worker and placed in a home with two LMDs posing as his wife Peg and son Steve Jr.
Knights of the Atomic Round Table
In the recent past, a group of young students attending State University, coming together to form an unofficial group calling themselves the Knights of the Atomic Round Table. They included Latverian Victor von Doom, Tony Stark, Bruce Banner, Conner "Rebel" O'Reilly, Henry Pym, and Reed Richards. They all worked together on a high-tech exo-suit, however the group came at odds with von Doom over its application.
Victor decided to push on with the tests alone despite the risks found in Bruce Banner's calculations. When Reed Richards caught Victor about to activate the exo-suit, he warned Victor against it. Victor asked Reed to join in his glory, but Richards refused. Doom went through with the experiment anyway and it exploded in his face, horribly scarring him. Victor was expelled from school and retreated to Tibet to find a cure for the chronic pain he lived with for the rest of his life as a result of the accident.
Reed Richards started a romance with rich industrialist Susan Storm co-owner of Storm Industries, and begin "Project: Excelsior", a joint project between Storm Industries, the US Government, and SHIELD that would hopefully make warp drive technology possible for space travel.
Stark took over his parents' company Stark Industries, taking Rebel and Banner along with him. Stark's technology was purchased and used by SHIELD. Stark and O'Reilly continued their research in the exo-suit armor, creating a suit they dubbed the Prometheum Armor while Banner researched extensively in the realm of gamma radiation. O'Reilly began to resent Stark's success and wealth, growing overly reckless, and when the Prometheum Armor was near completion, Rebel took it out for an unauthorized test into Russian airspace where he pitted it against Russia's own armored operatives Titanium Man and the Crimson Dynamo, a battle he lost and had to flee in damaged armor. When on a test run of the armor the next day, the unknown damage sustained in the previous night's fight caused the armor to explode, seemingly killing Rebel. The result left Stark to can the Promethium Project all together, and unaware of the reason why the armor failed, cut himself off from people emotionally. He became a ruthless businessman, buying up all the competition and earning him many enemies.
Pym went on his own independent work, starting a relationship with Janet van Dyne and creating size-changing armor. He also excelled in the fields of programming and robotics, working as a scientist for SHIELD. He built the android Vision and the robot Ultron.
Lastly, Victor von Doom created his own suit of armor, and dubbed himself Dr. Doom. Doom conquered his home nation of Latveria and ruled it as a dictator. He worked on various technologies including robots and time travel devices. He served as the secret backer behind the Hydra organization, through his puppet the robotic Mandarin. He also contacted members of the alien Skrull race with whom he formed an alliance in order to obtain an alien energy source that was coming to Earth.
Although these six men of science went their own ways, their fates were tied to the future that lay ahead.
Meanwhile, a secret group within the US Government seeking to eliminate all non-white non-Christians from America replaced Nick Fury with a LMD decoy to take his place. While running SHIELD, this LMD simultaneously secretly lead the Sons of the Serpent, a terrorist organization upholding the cabal's racist ideals. The Fury LMD saw to it that they received SHIELD technology to reverse engineer for their own purposes.
Return of Captain America
In modern times, Abraham Wilson located and partially reactivated Captain America, sending him into a clash with the World Party's hired mercenaries, which Cap defeated, however Abraham died in the crossfire. Captain America was revived close to the time that the World Party was about to launch their nuclear strike against America from their base located in a church in Philadelphia.
Captain America was confronted by Nick Fury, advised of who he really was, and taken back aboard the SHIELD helicarrier where he was given his costume and told of the World Party's plan. However, Captain America and Abraham's son Samuel "Falcon" Wilson were soon captured by the Red Skull's operative, Crossbones, and locked up in the dungeon of the World Party's headquarters. Cap broke himself and Sam free and they battled against the Red Skull, Master Man, and Crossbones. In the fight, Sam was gunned down. Cap fought off his attackers and gave Sam a drink of his super-soldier serum-infused blood in the hopes that it would heal him. Cap and Sam foiled the Red Skull and Master Man's plot with the help of Rebecca "Rikki" Barnes the granddaughter of Cap's World War II sidekick. SHIELD arrived shortly after to collect the members of the World Party for incarceration, however the Red Skull escaped.
Taking on Rikki as his new partner Bucky, Captain America returned to SHIELD headquarters where he helped defend it from an attack by AIM, MODOK, and Baron Zemo. They defeated them with the help of Cable who found himself briefly displaced on Counter-Earth before being shunted back to Earth-616.
Birth of the Fantastic Four
Outside of Central City California, Reed Richards' Excelsior project came to fruition. Along with his fiancee Sue, he worked with her playboy brother Johnny and test pilot Ben Grimm to launch their new shuttle with warp drive capabilities into space. However, when a strange energy anomaly was detected just outside the solar system, SHIELD agent Wyatt Wingfoot (really Kl'rt, the Skrull impostor) took over the project for the "government" when in reality he was preparing it for Dr. Doom.
In reality, the anomaly was the Silver Surfer, a herald of Galactus come to see if Earth was ready for his master's consumption. Doom sought to harness the vast powers, while the Skrulls intended to do so as well, however the Skrull intended to do so in order to get revenge against Galactus for destroying their home world.
When Reed Richards and Ben Grimm rebelled against the "government take-over" of the Excelsior project, they were locked up under false court martial. "Wingfoot" and his men loaded up the Excelsior with nuclear weapons to launch at the Surfer. Sue and Johnny freed Reed and Ben, and the four agreed to go into space in the prototype Excelsior (which did not have the proper shielding) in order to stop "Wingfoot's" plan. They all went together, but once in space they were too late to stop the crew of the Excelsior from launching the missiles at the Surfer. The resulting explosion destroyed the Excelsior and bombarded the unshielded prototype with a combination of nuclear radiation and the Surfer's Power Cosmic.
Their escape shuttle crash landed, but all the passengers survived. They all gained superpowers: Johnny became a human torch, Reed gained an elastic body, Sue gained the power to become invisible, and Ben mutated into a rock-skinned thing. The crash ruptured the quantum core, threatening to destroy the entire island. However, before the foursome could deactivate it, they were captured by Moloids and brought before their leader, the Mole Man.
There Reed noticed primitive markings that he would later learn were inscriptions warning of the coming of Galactus. The group broke free from the Mole Man's clutches by blinding him with light. They escaped, collapsed the Mole Man's tunnel to the surface, and Reed repaired the damaged quantum core. However they were blindsided and captured by SHIELD.
Birth of the Avengers
Around the same time the Fantastic Four were seeking their destiny to becoming super-powered champions, SHIELD was busy creating a team of their own: the Avengers. Setting them up on Avengers Island, a giant complex built from Stark technology, their initial roster included Captain America, the mutant sorceress Scarlet Witch (accompanied by her mentor Agatha Harkness), the swashbuckling Swordsman, Hawkeye the archer, the feline Hellcat, as well as the android Vision. Among the Avengers support staff were resident scientist Henry Pym, accompanied by his robot Ultron and girlfriend Janet van Dyne. Appointed as their government liaison was Henry Gyrich who was less than enthusiastic about the position.
The group's first mission brought them to Norway where archeologist Donald Blake uncovered the frozen body of the Norse thunder god Thor. Loki, partially aware of the true nature of Counter-Earth, and thinking himself the true Loki of Earth-616, orchestrated events so that the Avengers revived Thor so that Loki might destroy all his enemies.
Combining their powers, the Avengers freed Thor, however just as the thunder god was freed, Loki made his presence known and tricked Thor into attacking the Avengers, convincing them that they were attacking Asgard. Eventually Thor remembered his brother as the trickster god he is and helped the Avengers defeat him, joining the group. Defeated, Loki enlisted the aid of the Enchantress to plot a new revenge scheme against the Avengers.
The Avengers were next be targeted by Kang the Conqueror and his lover Mantis who traveled from the future to defeat the worlds mightiest heroes. In the initial assault, Kang gained the upper hand in battle claiming the Vision, Captain America's shield, Thor's hammer, Hawkeye's bow and arrows, and the Swordsman's swords as his trophies and take the Avengers prisoner. As the Avengers broke free and resumed their battle against Kang, Agatha Harkness came to Avengers Island sensing that the Scarlet Witch would be in trouble. She was attacked by Loki and the Enchantress. Loki incapacitated her cat Ebony and the Enchantress took Agatha's place and turned her into a tree outside the property. The Avengers easily defeated Kang and Mantis sending them fleeing, although their second battle would not come without a price as the Vision was severely damaged in the battle.
Warlord Krang of the Atlantean army began conspiring to usurp the throne from Namor and using the threat of the surface dwellers' pollutants as a means of prompting the monarch to war. This battle started in New York City.
Meanwhile, Reed Richards and his group were brought aboard the SHIELD helicarrier where the false Nick Fury requested their aid in stopping the Atlantean invasion. Agreeing, the group adopted uniforms provided to them by SHIELD. Officially dubbing themselves the Fantastic Four; Reed calling himself Mr. Fantastic, Sue the Invisible Woman, Johnny the Human Torch, and Ben the Thing. They combated the Atlantean army with the aid of Avengers Captain America and Thor.
During the fight, Captain America used his friendship with Namor to convince him to stop the attack, however the King was injured by Warlord Krang, making him unable to call off the attack. As the Fantastic Four, Avengers, and Lady Dorma rushed Namor to medical attention, the Thing destroyed Giganto, the giant mutant whale. In the aftermath of killing the giant beast, Ben met Alicia Masters. Namor was healed, so he called off the attack and took Krang and his insurgents into custody. The battle resulted in the FF becoming instant celebrities.
Birth of Iron Man and the Hulk
After being acquitted of any wrongdoing in an unspecified court case, Tony Stark celebrated with his staff, Bruce Banner, body guard Happy Hogan, chief of security Betty Ross, lawyer Jennifer Walters, psychologist Leonard Samson, government agent Jasper Sitwell, and his secretary Pepper Potts. Pepper abruptly quit during Stark's smug press conference and threw champagne in his face.
Stark's troubles worsened as he became a target of the terrorist organization Hydra, their leader Madame Hydra having her spies break into Stark's Buffalo New York Lab. They trapped Bruce Banner in his experimental gamma chamber, causing a massive bombardment of gamma rays that transformed Banner into the Hulk and exposed Betty to a lethal dose of radiation. The Hulk caused a helicopter containing Sitwell and Stark to crash. Both survived, however Stark ended up with shrapnel in his heart and was forced to don the mothballed Promethium armor, becoming Iron Man.
He clashed with the Hulk in a battle taking them to Niagara Falls, ending with Stark retreating due to low power, and the Hulk getting away. Stark received aid from Pepper Potts, helping him repair and recharge his armor and cover up for Stark's sudden disappearance by convincing Sitwell and the Fantastic Four (hired to investigate Stark's disappearance) that "Iron Man" was Tony Stark's new bodyguard.
Stark's past came back to haunt him as Arthur Parks, the former owner of a company, attacked Stark as a Living Laser. Stark was next be attacked by Hydra agent Whirlwind, whom he also defeated. During this time Sitwell learned that Bruce Banner was really the Hulk and become interested in gamma related mutation.
Threat of Galactus
Having some downtime, Reed Richards had the opportunity to examine the data from the accident that gave them their powers. He detected an object from the explosion in space that had crash-landed in the nation of Wakanda. He and Sue went there, accompanied by the Black Panther, Wakanda's ruler, to the site of the crash. While investigating, they were captured by "Wyatt Wingfoot" and taken to Castle Doom in Latveria.
Johnny and Ben were visited by the real Wyatt Wingfoot who had recently escaped Doom's custody, and when they learned that Reed and Sue were now his prisoners, they rushed to their rescued. Meanwhile, Reed and Sue were shown Doom's master plan: to siphon the Power Cosmic from the Silver Surfer, the being Reed detected in Wakanda. However, as Ben, Johnny, and the Black Panther tried to free their friends, the fake Wyatt Wingfoot revealed his true form and absorbed the Power Cosmic from the Surfer, becoming a "Super Skrull". Kl'rt told all gathered about the threat of Galactus and the Skrull's intention to use the Power Cosmic to get revenge. He attempted to destroy Doom and the Fantastic Four, however Reed found a means to reverse the flow of energy back into the Silver Surfer, causing a massive explosion that killed the Super Skrull and freed the Silver Surfer.
As Henry Pym donned his Ant-Man armor and attempted to repair the Vision (with the constantly upgrading Ultron watching over the process), while Wanda was seduced to the side of Loki by the Enchantress (posing as Agatha Harkness); SHIELD and the Avengers began hunting down the Hulk. The Hulk meanwhile searched for Bruce Banner, unaware that they were the same person. He was goaded by Loki into attacking Avengers Island. This led to a confrontation between Thor and the Hulk which damaged much of Avengers Island, sending Hawkeye and Swordsman to the hospital and breaching the bases gamma core, threatening to destroy the entire eastern seaboard.
The battle between Hulk and Thor ended with Hulk reverting back into Banner and escaping, seeking out the aid of the Fantastic Four. The Fantastic Four, remaining Avengers, and Iron Man captured Banner to enlist him in repairing the gamma core, however during the trek Banner once more turned into the Hulk. Despite the setback, the group succeeded in stabilizing the gamma core, while in the process the Hulk received a brief glimpse of his previous life battling Onslaught, but was unable to understand the vision.
In the aftermath of the gamma core fiasco, Iron Man joined the Avengers and the group separated themselves from SHIELD. When reclaiming all Stark technology from SHIELD, Iron Man attempted to claim the Vision, but was denied due to the fact that he was created by Pym for SHIELD. The Avengers were then set up in a new mansion provided by Stark.
Fall of Hydra
Returning to Stark Industries, Tony was attacked by a new armored foe, injuring his friend Happy Hogan. The battle ended in Iron Man's victory and his attacker was revealed to be none other than Rebel O'Reilly. Taking Rebel to the Fantastic Four, Tony had Reed Richards connect him to Rebel's mind to learn the truth behind the failure of the Promethian armor and that Rebel had been exhumed and resurrected by Hydra. With his mind restored, Rebel agreed to help Tony smash Hydra once and for all and lead Stark to their base. In order to give them an element of surprise, they switched armors and flew into Russian airspace. After defeating Titanium Man and the Crimson Dynamo, they found Hydra's base. There, in the final clash, Madam Hydra was killed by the Mandarin. The Mandarin unleashed his powers upon Rebel (thinking him to be Stark) seemingly killing him again. Stark (in Rebel's armor) destroyed the Mandarin, revealing him to be a robot. Dr. Doom revealed himself to be the real backer of Hydra. Taken back to Castle Doom, Tony changed back into his Iron Man armor and battled Doom. Their fight took them onto Doom's time machine where they were sent back in time to moments of their past lives prior to the Onslaught incident. After the episode, Doom realized the truth of Counter-Earth, while Stark only had more questions. Doom released Iron Man along with the body of Rebel.
As this was happening, Jasper Sitwell captured Doc Samson, forcibly injecting him with gamma radiation, mutating him into a horrible abomination that killed Sitwell and his men. Jennifer Walters was tracked down by the Hulk, and the two found the horribly mutated Samson. After giving Samson a blood transfusion from the Hulk, Jennifer impulsively did the same herself, feeling compelled to do so.
Once more burying his friend, Stark was visited by The Watcher who warned Stark of the coming great catastrophe and to be prepared, but would not tell him what. Stark was soon reunited with Jennifer (mutated into a She-Hulk), Samson (his mutation stabilized into a muscular male form with green hair), and the Hulk, now calling themselves the Hulkbusters.
After settling into their new base, the Avengers bore the brunt of a massive attack by Loki. The first such attack came from his Lethal Legion consisting of the Enchantress, the Executioner, Wonder Man, Ultron, and the Scarlet Witch. While the heroes are preoccupied, Loki traveled to the hideout of Kang and Mantis and absorbed them into his body to increase his powers. The Avengers defeated the Lethal Legion, however Enchantress and the Scarlet Witch escaped while the others were taken into SHIELD custody. As this was happening, Loki also absorbed MODOK and Baron Zemo into his body. Captain America disassociated himself from the US Government, replacing the eagle emblem on his cowl with the letter "A". Loki went on to absorb all the villains captured by the Avengers into his being as well.
The Avengers were attacked by the Masters of Evil consisting of the Black Knight, Whirlwind, Radioactive Man, Klaw, and the Melter. The Avengers made short work of the Masters, leaving them in the charge of Iron Man. Thor became furious that they would not kill the Masters and abandoned the team, while Cap went to check on the Swordsman to find he too had become a victim of Loki's quest for power. Iron Man was forced to leave and help Janet van Dyne (now the Wasp) save Ant Man from within the Vision, allowing for Loki to absorb these villains as well. Iron Man pulled Ant Man out of the Vision's body just in time to be warned that the body was about to self-destruct, Iron Man tossed the body away. preventing the SHIELD destruction of the helicarrier. Loki coerced Hellcat and Hawkeye to join his ranks. Cap and Iron Man later investigated the ruins of Avenger's Island to find the gamma reactor had been reactivated. Seeing new villains being created in it, Iron Man blasted it, causing the true Thor to be transported to Counter-Earth.
Returning to Avengers Mansion, Captain America, Iron Man, Ant Man, Wasp, and Thor were attacked by Amora, the other Thor (now the Enchantress' thrall), Scarlet Witch, and Hawkeye. This proved to be a distraction, allowing Loki to access the gamma core himself and absorb its power to grant him ultimate power. Unknown to all, Hellcat was bonded to Scarlet Witch's body, and upon everyone being freed from the Enchantress' control when she realized she had been duped by Loki, Hellcat gave up her life, unable to cope with herself.
Freeing Agatha Harkness, the Avengers and the Enchantress combined both science and magic to turn the false Thor into a construct of Odin to battle Loki while the heroes worked together to reverse the flow of powers. Ultimately the heroes succeeded in defeating Loki, seemingly killing him, but at the price of the fake Thor's life.
While the Thing was still recovering from the FF's aiding the Avengers in repairing their gamma core, Reed and the others explored Reed's latest discovery: The Negative Zone. Before they were attacked by Blastaar, the Watcher stepped in to show them glimpses of their past lives, and much like Tony Stark before them, warn of a coming doom. This would come in the form of Galactus who, after debriefing the Silver Surfer, made his way to feast upon the Earth.
The Four soon went to the American Museum of Natural History where they were present for the unveiling of the Makalu Tablet. Reed recognized the markings as similar to those that he saw in the Mole Man's caverns. The party was crashed by the Inhumans Crystal, Gorgon, and Karnak who stole the tablet and teleported away with the injured Human Torch, with whom Crystal had fallen smitten. The Fantastic Four tracked the Inhuman's back to their home Attilan in the Hidden Land and be blasted out of the sky by Black Bolt and taken captive.
Upon revival, the Fantastic Four assumed that the Inhumans had captured Johnny, which lead to a fight with the Torch himself. After the misunderstanding was cleared up they learned that the Inhumans needed help stopping Black Bolt's insane brother Maximus and his legion of Moloids and Alpha Primitives. They also learned that the stolen artifacts worked like a map. The Fantastic Four aided the Inhumans in warding off Maximus' invasion and stop his minions. After the battle ended in the capture of Maximus, the insane Inhuman vowed that they were all doomed at the hands of Galactus. The Fantastic Four parted company, with Johnny promising Crystal that he would someday return.
While in Latveria, Dr. Doom was briefly visited by his future self who hastily provided him with the means of perfecting his time machine before vanishing into the time stream again.
The Sons of the Serpent Conspiracy
Captain America decided that he would need to rediscover what America really was, leaving his sidekick Bucky behind at SHIELD headquarters. Arriving in Texas, Captain America stumbled upon the Sons of the Serpent and learned they had access to high-tech weaponry, he vowed to stop the racist terrorist organization. Tracking the group to Los Angeles he broke up their operations there, learning that they were being supplied high-tech weapons from the US Government, before saving a number of prominent Jewish television and movie writers from being murdered on the Hollywood Hills signs. He then observed a televised call from the leader of the Son's and decided to find their base in Washington D.C.
Returning to SHIELD headquarters, Bucky told Cap that she was finding things suspicious around the helicarrier, prompting him to tell her to keep an eye out. Meeting with the fake Nick Fury, Cap accompanied Sam Wilson (now the Falcon) and a unit of armed SHIELD soldiers into a trap set by the Sons of the Serpent. After the Falcon was captured and Cap realized that all the SHIELD agents were visibly minorities, he began to suspect the faux Fury's involvement and faked his death to sneak into Fury's home. There he witnessed as "Fury" unmasked himself as the leader of the Sons of the Serpent.
Captain America dueled with "Fury" for the freedom of the Falcon, while Bucky would freed the real Fury from a locked room aboard the SHIELD helicarrier. The two arrived just in time to help Cap destroy the LMD Fury and crush the Sons of the Serpent. Cap learned from the true Fury the truth before being called to New York to respond to a disturbance there.
This disturbance was the arrival of the Heralds of Galactus: the Silver Surfer, Terrax, Plasma, Firelord, and Air-Walker come to Earth to prepare it for consumption by their master. Terrax arrived on Earth first and attacked the Fantastic Four. Initially finding only Reed, Sue, and Ben. In the ensuing fight Johnny joined them, and with effort, managed to defeat Terrax. While Reed rushed the supposedly pregnant Sue to safety, they left Johnny and Ben alone to deal with Firelord and Plasma.
As Dr. Doom arrived in New York to prepare to deal with the threat of Galactus, the Fantastic Four reunited to battle Firelord, Plasma, and Terrax until the Silver Surfer intervened, but ultimately the four Heralds were called back to Galactus. The FF were picked up by SHIELD and taken aboard the helicarrier where all of Earth's heroes had been gathered to meet the threat of Galactus, who dispatched his Heralds to plant terraformers to allow him to consume the Earth. Reed Richards stayed behind to attempt to build a device to stop them.
The Human Torch went to Attilan to help the Inhumans stop Firelord. The Herald proved too powerful, forcing Black Bolt to use his powerful voice to destroy the terraformer, killing all present. Captain America, Thor, Namor, Scarlet Witch, Wasp, and Hawkeye attempted to stop Plasma on Monster Island. Hawkeye dealt with the Mole Man and his minions, while Thor killed Plasma, and Namor sacrificed his life, bringing the terraformer down into the ocean's depths to let its pressures crush the device. SHIELD attacked Galactus directly with their helicarrier, prompting the world eater to decimate the ship. Nick Fury forced Reed to abandon ship before crashing it into Galactus, to no effect. With his power siphoning device ready, Reed sent the Thing to battle Terrax, along with the device. While Thor destroyed another terraformer, Thing attempted to use Reed's device on Galactus, however the device backfired, reverting Ben to human form and weakening Thor. Terrax killed Thor and the Black Panther. The heroes failed, neglecting to realize there was another herald, Air-Walker, who planted a device at the South Pole. As this device was activated, Dr. Doom stepped in, siphoning the powers of the Silver Surfer and Terrax and attempting to fight Galactus. Galactus easily swatted Doom away and activated his device. Doom activated his time machine to travel back in time to prevent Galactus from succeeding just as the world was being consumed.
Each time Doom traveled back in time, events unfolded with slight variation until Galactus was ultimately defeated:
The second time he went back, he would get no cooperation from the world's heroes and attempted to use the world's nuclear weapons against Galactus, but this failed. His first nuclear launch toward Moscow killed the Fantastic Four as they attempted to stop the Silver Surfer. SHIELD was decimated trying to stop Plasma in Los Angeles. The Hulk perished helping Vision and Scarlet Witch to stop Firelord in Antarctica; Captain America, Hawkeye, Wasp, Iron Man, and Thor stopped Terrax in Hong Kong with Hawkeye and Wasp perishing. The heroes failed again because they once more neglected Air-Walker. The surviving Avengers decided to destroy the entire world along with Galactus rather than leave him to consume the universe. They caused a massive breach of the gamma core, destroying the Earth and Galactus, while Dr. Doom traveled back in time once more.
The third time around, Doom succeeded in getting SHIELD's aid and collecting the members of the Avengers and the Hulkbusters. However, in doing so, the Fantastic Four were eliminated by the Heralds of Galactus. With Bruce Banner, Henry Pym, Doom, and Iron Man working on a new device to stop Galactus, the others went out and attempted to stop the Heralds. She-Hulk and Thor were sent to Attilan to battle Terrax; Captain America, Namor, Doc Samson, and Hawkeye went to Monster Island to deal with Firelord; finally Scarlet Witch, Wasp, and Vision clashed with Plasma in Antarctica. Casualties this time around included the Vision, Plasma, Namor, the Inhumans, and Black Bolt. Once again the device built by Doom and the others ended in failure. With Doom's time machine damaged from all the frequent jumps, he realized he had one last chance to make things right.
This time, hoping that SHIELD's files on Bucky being a chronal anomaly would help him, Dr. Doom found no further help from them. However, this time he forgoed SHIELD involvement and went straight to the Avengers to help him save the Fantastic Four from death at the hands of the Heralds of Galactus, killing them all save the Surfer. As Richards, Pym, Banner, Stark, and Doom worked on an "ultimate nullifier," the Silver Surfer joined the heroes' cause when Bucky was nearly killed by Galactus. The Surfer sacrificed his life to destroy Galactus, saving the Earth from destruction.
World War III
When Dr. Doom attempted to create a Negative Zone Portal of his own, he caused a catastrophic event that would merge Counter-Earth with that of an alternate universe of a distant cosmos (by that cosmos' designation it would be classified as Earth-50) to create the alternate universe Earth-13031. In this universe the heroes of Counter-Earth and this distant cosmos could coexist. The Avengers and Fantastic Four worked together with the Wild C.A.T.s, Wetworks, and other heroes to turn back an invasion of both the Skrulls and the Daemonites. Ultimately the Negative Zone portal was destroyed by Rick Jones separating the two universes and restoring the status-quo on both worlds, leaving none with any recollection of what had happened.
The Return Home
Exactly one year after the events of Onslaught, the Celestials decided that Franklin's pocket dimension was a threat to the universe and sent their agent Ashema to Earth-616. She gave Franklin an ultimatum: He would have to choose which Earth would live, and which one would die. Franklin was shown his handiwork and, hard pressed to make a decision, Franklin transported before his parents and asked them to help him choose what Earth to spare.
Back on Earth-616, Dr. Strange searching for the lost heroes in some other dimension came across Loki, warning him of the coming danger. Strange called Loki an impostor, shattering the illusion, however he was destroyed by Ashema for his interference. Strange tracked down Franklin's ball (the gateway to the Counter-Earth dimension) and learned that its key was the Hulk, who was in a battle in New York against the Thunderbolts and Spider-Man. Coming into close contact with the ball, Hulk and Spider-Man found themselves transported to Counter-Earth and were brought before that world's Hulk. Reed Richards, piqued by a visit from his supposed "son", decided to get in touch with Tony Stark.
While Ashema learned of the sanctity of human life, Spider-Man found himself in a clash between two Hulks until he was greeted by members of the Avengers and the Fantastic Four. Meanwhile, Reed sent Iron Man into the Negative Zone to carbon date material from the Earth, confirming his suspicions: It was only a year old. The heroes were gathered by Dr. Doom, and Franklin was reunited with his family. Ashema agreed to help them try and save both Earths, but it would require all of the displaced heroes from Earth-616 to return to their natural reality.
Bidding their friends and allies goodbye, the heroes boarded Doom's dimension ship, and with the aid of Dr. Strange and Ashema they breached the gulf separating worlds. Ashema used all her power to save both worlds, becoming the defender of the Counter-Earth pocket universe. Dr. Doom attempted to escape with Franklin, in the hopes of exploiting his power, but the boy was rescued by Thor, and Doom was lost in the void. As the heroes crossed over into their home universe, their memories were restored to normal. Most notably the two Hulks were reunited into a single being in the process. A number of beings from Counter-Earth were gathered aboard the ship, likely in error, including She-Hulk and the Inhuman Royal Family. Texts addressing the issue state that at least in the case of She-Hulk, she was merged with her Earth-616 counterpart, and the same can presumably be said about the Inhumans that were aboard the shuttle.
World Without Heroes
The confused non-powered denizens of Counter-Earth found themselves having to adapt to a world in which their heroes had left them, with no clue as to why they had departed. This state of affairs did not last long before the planet suddenly began experiencing catastrophes, staring with a massive Atlantean invasion that flooded much of the planet's surface, disrupting civil governments and plunging the planet into a struggle for survival.
Into this age of chaos, Doom would mysteriously return, plunging into the now-flooded New York City from orbit. He would be rescued from drowning by a survivor named Samantha Dunbar, and in return would catalyze the woman's superhuman potential, imbuing her with plasma generation and manipulation abilities. Staking claim to the now-vacant Baxter Building, Doom vowed to bring order back to Counter-Earth. 
Native heroes also began to emerge amongst the chaos. In the Gamma-irradiated wastelands of California and Nevada, a resurrected Conner O'Reilly would take up the identity of Rebel and battle against the Gamma-mutated zealots of Master Man.. Elsewhere, idealistic young superheroes would band together to form the Young Allies.
With Samantha, now Lancer, at his side, Doom would begin a campaign of conquest and diplomacy to bring order back to Counter-Earth. Early in his campaign, the Black Knight of Counter-Earth attempts to swear loyalty to Doom, but is executed on the grounds of being a weakling and an incompetent.
Doom's first major success comes when Lancer rescues Ashema, allowing Doom to learn that the chaos afflicting Counter-Earth is the result of the Apostate Dreaming Celestial. He also successfully forms a pact with Queen Dorma of Atlantis.
Ultimately, Doom's power grows to the point that the Dreaming Celestial considers him a direct threat, and it attempts to take him out directly. This plays into Doom's plan, as he uses a carefully positioned network of geosorcerous pylons to tap into the Dreaming Celestial's powers, forcing Counter-Earth out of its pocket dimension and into the same reality as the original Earth, but now on the exact opposite point of the sun. This act seemingly destroys both Ashema and the Dreaming Celestial, and allows Doom to claim Counter-Earth as his own sovereign planet of Doomworld.
Thunderbolts & Young Allies
Doom would eventually discover that the Dreaming Celestial and Ashema were both still alive, and also that the Apostate sought to plunge the original Earth into the same kind of chaos as Counter-Earth. To thwart this goal, Doom traveled back to Earth with his generals and was forced into an alliance with the Fantastic Four to locate the Dreaming Celestial's prison and defeat it. During this battle, Doom was seemingly killed.
In reality, the Dreaming Celestial had trapped Reed Richards in a copy of Doom's body, forcing Reed to begin a charade of being Doom. In this guise, Richards tricked most of Doom's Generals into imprisoning themselves back on Counter-Earth, but Dorma escaped to resume leadership of the Atlanteans. Lancer took over Doom's empire on Counter-Earth and vowed to wait for his return.
Doom was himself transported back to Counter-Earth's Africa, sans his armor, and left to die in the wasteland. He refused to perish and instead fought to return to his base in the flooded New York. To do so, he overcame many obstacles, including escaping from a slave-mine in the empire of Al-Khalad and destroying an attacking army of Atlanteans. He lingered in the Baxter Building only long enough to execute a former underling who refused to pass on his message and formally appoint Lancer as heir to his empire on Counter-Earth before returning to Earth.-
Initially, Counter-Earth was located in a unique pocket-dimension that was similar to that of Earth-616, however the exact expanse of this realm is unrevealed. Further it is entirely possible that whatever existed in this pocket dimension was dictated by whatever Franklin's subconscious mind deemed was necessary to exist. It would appear that the entire exercise of the heroes existence on Counter-Earth was to remind them of who they were so that they could ultimately return home, having them relive altered origins, fight similar foes, and even get glimpses of their past lives prior to the Onslaught event.
Aside from the beings from Earth-616 that were transplanted on Counter-Earth, the planet is populated by an entire population created by Franklin Richards. In a lot of cases some of these beings are based upon individuals that reside on Earth-616, such as Nick Fury and Black Bolt, there are individuals that are apparently unique to Counter-Earth such as Rebel O'Reilly and Lancer.
Although Counter-Earth and its pocket dimension were instantaneously created following the destruction of Onslaught, the pocket dimension had its own "history" of events. Since there was an inhabited universe around Counter-Earth, it is presumed that its universal expanse is similar to that of Universe-616. The only other planet referenced in texts is the Skrull throne world, which was destroyed by Galactus. However, other aliens have visited Counter-Earth that were unique to the pocket dimension such as Galactus, Silver Surfer, Terrax, Air-Walker, Firelord, and Plasma. There have been at least three other worlds seen in the texts: the planet Alpha Terra, visited by Firelord, was a world that just had its Catalyst Pod implanted, a nameless world heralded by Plasma and consumed by Galactus, and a world of sword-wielding primitives that Terrax allowed to hold him prisoner until he was summoned by Galactus. However, because this is an artificially constructed realm, it is entirely possible that these beings were brought into existence to facilitate the conflicts that were occurring on Counter-Earth. This would make sense considering the Gamma reactor on Avengers Island was seen randomly generating villains for the Avengers to fight and was apparently a fissure in reality. One realm that certainly does exist in the Counter-Earth pocket dimension is its own unique Negative Zone which could give those who were "reborn" on Counter-Earth a glimpse of their past lives.
One realm noticeably absent is the realm of Asgard however there were four Asgardian beings that were created as part of the Counter-Earth pocket dimension: Loki, the Enchantress, the Executioner, and a version of Thor. The lack of an Asgard in Counter-Earth pocket dimension is unexplained, however it is possible that either due to Asgards nature as a mystical realm, or the fact that at the time the Asgard of Earth-616 had been destroyed in a false Ragnarok may be explanations as to why Asgardians existed on Counter-Earth and but not the realm itself. Another enigma is the creation of the Counter-Earth Thor: Given that the truth Thor appeared through the Gamma core on Avengers Island at a later date, it leaves the question as to why a construct of Thor was created to begin with. It is probable that Franklin Richards wished the heroes to relive lives that were similar to their old ones in the hopes of jarring their memories and having them return to their own world, hence the necessity of a Thor construct needing to be made while the original was unavailable. Which brings the next question: Where was Thor? Two possible explanations exist, as Thor was the first person to sacrifice their lives to stop Onslaught and the fact that he was the only true god transported to Counter-Earth may be factors that made his resurrection in that pocket dimension difficult.
The nature of time travel in the Counter-Earth pocket dimension is another anomaly with the realm: Although everyone on Counter-Earth has a collective past memory that predates the creation of the realm, attempts to time travel to a point in time prior would only result in those traveling back in time (if they were one of the many "reborn" beings from Earth-616) to be shown glimpses of their past lives. The effects of time travel in the Counter-Earth pocket dimension are further confused during the war against Galactus, in that when Dr. Doom was initially warned of the coming disaster from his counterpart from the future, every time Dr. Doom failed to stop Galactus from devouring Earth he would travel back in time to prevent this outcome, two items can be identified: In each instance there was only the time traveling Doom that was present (and not his past counterpart) and second, events in the present were slightly altered in significant ways. It is interesting to also note that Doom's travels back in time in the Counter-Earth pocket dimension apparently did not create divergent realities. This may also be due to the unique nature of the pocket dimension that Franklin created.
The Counter-Earth realm is considered to be a pocket dimension that exists as part of the greater Earth-616 universe, much like the Dark Dimension, Otherworld, and Asgard, as opposed to being an alternate reality. There were three links to the Counter-Earth dimension: An innocuous looking blue ball that was created subconsciously by Franklin Richards. Franklin carried the ball around and protected it everywhere he went until after the "reborn" heroes were returned to their rightful reality. The fate of the ball following this remains unrevealed. Another tie was made during the Onslaught disaster, during the final battle the Hulk struck Onslaught with sufficient force to not only shatter Onslaught's armor, but also split the Hulk and Bruce Banner into two separate entities. Bruce Banner sacrificed his life to stop Onslaught and ended up on Counter-Earth and become the Hulk anew, while leaving the Hulk on Earth-616. The third was an alien ship, originally thought to be a reality engine that threatened to destroy both worlds, it was destroyed by the Thunderbolts.
The Counter-Earth realm was also home to a unique source of power dubbed "Rip Energy". This powerful energy source was unsuccessfully tapped by British North Sea Oil and Energy Cartel CEO Leland Walker, killing Walker and creating Order and Kaos, two sentient beings created out of the Rip energy. Order and Kaos, next to Galactus, appeared to be the only cosmic-level beings created in Franklin's pocket realm.
Travel to the Counter-Earth realm appeared to be difficult, Dr. Strange only appeared to be able to commune with the realm. The Celestials had the ability to travel to the Counter-Earth reality with relative ease. Although Franklin Richards lacked the ability to travel to the realm, this was most likely due to his inexperience with his powers over all else.
Prior to Franklin Richard's arrival in the Counter-Earth realm very few individuals divined the true nature of it. Those few were Loki, who believed himself to be the Loki of Earth-616 and erroneously believed Counter-Earth to be an alternate reality as opposed to a pocket dimension; Dr. Doom deduced the truth by traveling through his time machine with Iron Man and receiving glimpses of their past lives. Others who caught glimpses of their past lives included the Fantastic Four upon a trip into the Negative Zone; the Hulk was visited with a brief vision of his encounter with Onslaught; and lastly the true Thor had some recollections of his past life when he emerged from the gamma core on Avengers Island, easily remembering Captain America and the other Avengers.
Apparently, the Counter-Earth dimension was able to be manipulated by someone as powerful as, or more powerful than, Franklin Richards. As such following the departure of Earth-616's heroes The Dreaming Celestial used its powers to alter reality to its mad whim. However, in order to prevent this from continuing, the Celestial Ashema, with the aid of Dr. Doom, worked together to transport Counter-Earth to Universe-616, placing it on the opposite side of the sun from the Prime Earth.
While Counter-Earth presently resides in the 616 universe, the fate of the dimension that Counter-Earth once inhabited is unknown. Since Franklin Richards has created a duplicate of Counter-Earth this duplicate world could exist in that same pocket dimension, however the facts pertaining to this world remain unrevealed.
With the exception of the probable lack of actual alien worlds existing and the issues concerning time travel in the Counter-Earth dimension, the following anomalies were apparent:
Lack of Mutants
During the Onslaught disaster, it was determined that only non-mutants could penetrate the psionic form of Onslaught in order to destroy him. As such, it's likely due to this fact that there are apparently no mutants on Counter-Earth. There are apparently three exceptions: Scarlet Witch and Namor were the only two mutants that entered into Onslaught. The reason they were able to pass into the psionic form without boosting Onslaughts powers was due to the Scarlet Witch's Hex powers. As such they were apparently the only mutants in this realm. However, the Remnants member Miss Thing wears the Adamantium laced bones and claws of what appears to be a Counter-Earth version of Wolverine. It is unrevealed if the Whirlwind and Solarr of Counter-Earth are mutants like their Earth-616 counterpart.
Counter-Earth's version of SHIELD has files on Rebecca Barnes, the granddaughter of Richard Barnes, that identified her as a chronal anomaly. In his quest to find a means to defeat Galactus, Dr. Doom learned this and confronted Rebecca to learn the truth. However, the truth behind these facts remain unrevealed.
Initially it was believed that Rebecca Barnes was unique to the Counter-Earth pocket dimension, however later it was revealed that her Earth-616 counterpart died as a baby.
Another unexplained phenomenon of the Counter-Earth dimension is the existence of two Thors. Initially the first was apparently a creation of Franklin Richards that was trapped in a chunk of ice in Norway. The second, the apparent true Thor, emerged from the Gamma reactor found on Avengers Island, with vague memories of his past life prior to Onslaught. He mentioned being on a "long journey" however this duality has yet to be explained. It is entirely possible that due to Thor's godly nature it was more difficult for Franklin to subconsciously transport the real Thor to his pocket-dimension until much later, and in the interim created a replica of Thor to fit with the manufactured reality he created for the heroes to exist in.
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