Exiles Vol 1 81 page 13 Counter-Earth (Heroes Reborn)


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[1].

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)

Long Ago

It is said for centuries that Galactus and his heralds would travel 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[2]. One of these worlds was Earth.

Somehow over the generations Galactus would he hailed as a religious icon among the Moloids of Sub-Terranea[3] and the Inhumans of the Attilan.[2]

World War II

The earliest "recorded" history on Counter-Earth takes place during the 1940's. Like Earth-616, Counter-Earth would experience 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[4], 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, killed 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 would become Captain America and fight in the war. He would face menaces such as Red Skull, Colonel Von Wagner, Valkyrie, Master Man and Baron Zemo.[5]

It would appear that Captain America would not be the only one who would receive any sort of 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[6]. However his exploits with Captain America remain largely unrevealed. However he would survive the war and marry Peggy Carter sometime after the war, and is still alive presently[7]. 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[8].

In 1945 following the dropping of the atomic bomb on Hiroshima by the United States, President Truman would ask Captain America to stand with him and support the governments choice to drop the bomb. When Captain America would refuse on moral grounds, General Thaddeus Ross would appoint war hero Nick Fury to head SHIELD, a newly formed black ops division of the US government. One of their mandates would be 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[9].

After the War

SHIELD would grow as an agency, developing their own high tech devices and mostly operating in secret and over the years they would keep 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 Koran War he would be known as "Captain John Battle" and in Vietnam he'd be 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[10].

Red Skull, Master Man and Baron Zemo would escape capture during the war, and at least Baron Zemo would play part in organizing the agency known as AIM[11]. Master Man and Red Skull would ultimately relocate 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[12].

Captain America's shield would go missing during this period of time, exchanging various 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[13].

Captain America himself would be reprogrammed into believing that he was a simple construction worker and placed in a home with two LMD's posing as his wife Peg and his son Steve Jr.[14].

Knights of the Atomic Round Table

In the recent past, a group of young students attending State University and would come together to form an unofficial group calling themselves the Knights of the Atomic Round Table. They would include Latverian Victor von Doom, Tony Stark, Bruce Banner, Conner "Rebel" O'Reilly, Henry Pym and Reed Richards. They would all work together on a high tech exo-suit, however the group would become 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 would catch Victor about to activate the exo-suit he'd warn Victor against it. Victor would ask Reed to join in his glory, but Richards would refuse. von Doom would go through the experiment anyway and it would explode in his face horribly scarring him. Victor would be expelled from school and would retreat to Tibet to find a cure for the chronic pain he would live with for the rest of his life as a result of the accident[15].

Reed Richards would go off and start 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[16].

Stark would take over his parents company Stark Industries, taking Rebel and Banner along with him. Stark's technology would be purchased and used by SHIELD. Stark and O'Reilly would continue their research in the Exo-Suit armor creating a suit they dubbed the Prometheum Armor while Banner would research extensively in the realm of Gamma radiation[17]. O'Reilly would begin to resent Stark's success and wealth and grow overly reckless, and when the Prometheum Armor was near completion, Rebel would take 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'd lose and have to flee in damaged armor.[18] When on a test run of the armor the next day the unknown damage sustained in the previous nights fight caused the armor to explode seemingly killing Rebel.[19] The result would leave Stark to can the Promethium Project all together, and unaware of the reason why the armor failed would cut himself off from people emotionally[20]. He would become a ruthless business man buying up all the competition and earning him many enemies[21].

Pym would go on his own independent work, starting a relationship with Janet van Dyne and creating size-changing armor. He would also excel in the fields of robotics and become a scientist for SHIELD. He would build the android Vision and the robot Ultron[22].

Lastly Victor von Doom would create his own suit of armor, and dub himself Dr. Doom. Doom would take over his home nation of Laveria and rule it as a dictator. He would work on various technologies including robots, and time travel devices. He would be the secret backer behind the Hydra organization through his puppet the robotic Mandarin[23]. He would also get into contact with members of the alien Skrull race whom he would form an alliance in order to obtain an alien energy source that was coming to Earth[24].

Although these six men of science would go their own way, their fates would be inexplicably 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 would replace Nick Fury with a LMD decoy that would take his place. While simultaneously running SHIELD, this LMD would also secretly lead the Sons of the Serpent a terrorist organization who upholds this cabals racist ideals. The Fury LMD would see to it that they received SHIELD technology to reverse engineer for their own purposes[25].

Return of Captain America

In modern times Abraham Wilson would have located and partially reactivated Captain America, sending him into a clash with the World Party's hired mercenaries, which Cap would defeat, however Abraham would die in the crossfire. Captain America would be revived right about the time that the World Party was about to launch their nuclear strike against America from their base located in a church in Philadelphia[26].

Captain America would be confronted by Nick Fury and advised of who he really is[27] and taken back aboard the SHIELD helicarrier where he is given his costume and told of the World Party's plan. However, before Captain America and Abraham's son Samuel "Falcon" Wilson would be captured by the Red Skull's operative Crossbones[28]. Captain America and Sam would be locked up in the dungeon in the World Party's headquarters. However, Cap would break himself and Sam free and they would get in a battle between the Red Skull, Master Man, and Crossbones. In the fight, Sam would be gunned down[29]. Cap would fight off his attackers and have Sam drink some of his super-soldier serum infused blood in the hopes that it would heal him. Cap, and Sam would end up foiling 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 would arrive shortly after and collect the members of the World Party for incarceration however the Red Skull would ultimately escape.[30]

Taking on Rikki as his new partner Bucky, Captain America would return to SHIELD headquarters where he would help defend it from an attack from AIM, MODOK and Baron Zemo. They would defeat them with the help of Cable who would find himself briefly displaced on Counter-Earth before being shunted back to Earth-616[31].

Birth of the Fantastic Four

Outside of Central City California, Reed Richards' Excelsior project would be coming into fruition. Along with his fiance Sue, he would work 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 is detected just outside the solar system, SHIELD agent Wyatt Wingfoot (really Kl'rt a Skrull impostor) would take over the project for the "government" when in reality he was preparing it for Dr. Doom[16].

In reality, the anomaly was the Silver Surfer a herald of Galactus come to see if the Earth was ready for his masters 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[24].

When Reed Richards and Ben Grimm would try to rebel against the "government take-over" of the Excelsior project they would be locked up in court martial. "Wingfoot" and his men would then load up the Excelsior with nuclear weapons to use to attack the Surfer and launch it into space. Sue and Johnny would free Reed and Ben and the three would agree to go into space in the prototype Excelsior (which did not have the proper shielding) in order to stop "Wingfoot's" plan. They would all go together and once in space they would be too late to stop the crew of the Excelsior from launching the missiles at the Surfer. The resulting explosion would destroy the Excelsior and bombard the unshielded prototype with a combination of nuclear radiation and the Surfer's Power Cosmic[16].

Their shuttle would crash land but all the passengers would survive. They would all gain super-powers, Johnny would become a human torch, Reed would gain an elastic body, Sue would gain the power to become invisible and Ben would mutate in the a rock skinned thing. The crash would rupture the quantum core threatening to destroy the entire island. However before the foursome can deactivate it they would all be captured by the Moloids and brought before their leader the Mole Man[16].

There Reed would notice primitive markings that he would later learn were inscriptions warning of the coming of Galactus. The group would break free from the Mole Man's clutches by blinding him with light. They would escape, collapse the Mole Man's tunnel to the surface and Reed would repair the damaged quantum core. However they would be blind sided and captured by SHIELD[3].

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 out of Stark technology their initial roster would include: 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 would be resident scientist Henry Pym who would be accompanied by his robot Ultron and his girlfriend Janet van Dyne. Appointed as their government liaison would be Henry Gyrich who was less than enthusiastic about the position[32].

The groups first mission would be bring them to Norway where archeologist Donald Blake would uncover the frozen body of the Norse thundergod Thor. Loki, partially aware of the true nature of Counter-Earth, and thinking himself the true Loki of Earth-616 would orchestrate events so that the Avengers would revive Thor so that Loki might destroy all his enemies[33].

Combining their powers the Avengers would free Thor, however just as the thunder god is freed Loki would make his presence known and trick Thor into attacking the Avengers, convincing them that they attacked fabled Asgard. Eventually Thor would remember his brother as the trickster god he is and help the Avengers defeat him, and join the group. Defeated Loki would seek the aid of the Enchantress to begin plotting a new revenge scheme against the Avengers[34].

The Avengers would next be targeted by Kang the Conquerer and his lover Mantis who traveled from the future to defeat the worlds mightiest heroes. In the initial assault, Kang would gain 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[35]. As the Avengers break free and resume their battle against Kang, Agatha Harkness would come to Avengers Island sensing that the Scarlet Witch would be in trouble. She would be attacked by Loki and the Enchantress. Loki incapacitating her cat Ebony and the Enchantress taking Agatha's place and Agatha being turned into a tree outside the property[36]. The Avengers would easily defeat Kang and Mantis sending them fleeing, although their second battle would not come without a price as the Vision would be severely damaged in the battle[37].

Atlantean War

Warlord Krang of the Atlantean army would at this point begin conspiring to usurp the throne from Namor and would use the threat of the surface dwellers pollutants as a means of prompting the monarch to war. This battle would start on in New York City[38].

This would coincide with Reed Richards and his group being brought aboard the SHIELD helicarrier where the false Nick Fury would ask their aid in stopping the Atlantean invasion. Agreeing the group would adapt 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)[39] They would combat the Atlantean army with the aid of the Avengers Captain America and Thor[40].

During the fight Captain America would use his friendship with Namor to convince him to stop the attack however he would be injured by Warlord Krang so that he would be unable to call off the attack. As the Fantastic Four, Avengers and Lady Dorma rush Namor for medical attention, the Thing would destroy Giganto the giant mutant whale. In the aftermath of killing the giant beast, Ben would meet Alicia Masters. Namor would be healed and he would call off the attack and take Krang and his insurgents into custody. The battle would result in the FF becoming instant celebrities[8].

Birth of Iron Man and the Hulk

Tony Stark would just be acquitted of any wrong doing in an unspecified court case. He would celebrate 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 would abruptly quit during Stark's smug press conference and throw champagne in his face[41].

Stark's troubles get worse as he becomes a target of the terrorist organization Hydra, their leader Madame Hydra having her spies break into Stark's Buffalo New York Lab. they would trap Bruce Banner in his experimental gamma chamber causing a massive bombardment of gamma rays that world that would transform Banner into the Hulk and expose Betty to a lethal dose of radiation. The Hulk would cause a helicopter containing Sitwell and Stark to crash. Both would survive however Stark would end up with shrapnel in his heart and would be forced to dawn the mothballed Promethium armor, becoming Iron Man[42].

He would clash with the Hulk in a battle that would take him to Niagara Falls, the outcome of the fight would end with Stark having to retreat because he is low on power and the Hulk getting away[43]. Stark would seek aid from Pepper Potts who would help 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" is Tony Stark's body guard[44].

Stark's past would come back to haunt him as Arthur Parks the former owner of a company would attack Stark as a Living Laser[45]. Stark would next be attacked by Hydra agent Whirlwind, whom he would also defeat. During this time Sitwell would learn that Bruce Banner is really the Hulk and become interested in gamma related mutation[46].

Threat of Galactus

Having some downtime Reed Richards would have the opportunity to examine the data from the accident that gave them their powers. He would detect an object from the explosion in space that had crashed landed in the nation of Wakanda. He and Sue would go there and be accompanied by the Black Panther Wakanda's ruler to the site of the crash. They would get captured by "Wyatt Wingfoot" and be taken to Castle Doom in Latveria[47].

Johnny and Ben would be visited by the real Wyatt Wingfoot who had just escaped Doom's custody and when they learn that Reed and Sue are their prisoners rush to their rescued. Meanwhile, Reed and Sue are shown Doom's master plan: to siphon the Power Cosmic out of the Silver Surfer, the being who Reed detected in Wakanda. However, as Ben, Johnny and the Black Panther try to free their friends, the fake Wyatt Wingfoot reveals his true form and absorbs the Power Cosmic from the Surfer becoming a "Super Skrull"[15]. Kl'rt tells all gathered about the threat to Galactus and the Skrull's intention of using the Power Cosmic to get revenge. He would attempt to destroy Doom and the Fantastic Four, however Reed would find a means to reverse the flow of energy back into the Silver Surfer, causing a massive explosion that would kill the Super Skrull and free the Silver Surfer[24].

Industrial Revolution

As Henry Pym would dawn his Ant-Man armor and attempt to repair the Vision (with the constantly upgrading Ultron watching over the process), and Wanda is seduced to the side of Loki by the Enchantress (posing as Agatha Harkness); SHIELD and the Avengers would being hunting down the Hulk. The Hulk meanwhile would seek out Bruce Banner, unaware that they are the same person. He would be goaded by Loki into attacking Avengers Island[48]. This would lead to a confrontation between Thor and the Hulk which would damage much of Avengers Island, send Hawkeye and Swordsman to the hospital and breach the bases gamma core, threatening to destroy the entire eastern seaboard[49].

The battle between Hulk and Thor would end with Hulk reverting back into Banner and escaping[50], and seeking out the aid of the Fantastic Four[51]. The Fantastic Four, remaining Avengers and Iron Man would take Banner down to try and repair the Gamma core however during the trek Banner would once more turn into the Hulk[52]. However despite the setback, the group would succeed in stabilizing the gamma core, while in the process the Hulk would get a brief glimpse of his previous life battling Onslaught however he would not be able to understand the vision.[53]

In the aftermath of the gamma core fiasco, Iron Man would join the Avengers and the group would separate themselves from SHIELD[54]. When claiming all Stark technology from SHIELD, Iron Man would attempt to claim the Vision but would be denied due to the fact that he was created by Pym for SHIELD, the Avengers would then be setup in a new mansion provided by Stark[55].

Fall of Hydra

Returning to Stark Industries, Tony would be attacked by a new armored foe who would injure his friend Happy Hogan[56], the battle would end in Iron Man's victory and his attacked would turn out to be none other than Rebel O'Reilly[57]. Taking Rebel to the Fantastic Four, he would have Reed Richards patch him into Rebel's mind and learn the truth behind the failure of the Promethian armor and that Rebel was unburied and resurrected by Hydra[58]. With his mind restored, Rebel would agree 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 would switch armor and fly into the Russian continent. After defeating Titanium Man and the Crimson Dynamo they would find Hydra's base. There in the final clash Madam Hydra would be killed by the Mandarin. The Mandarin would unleash his power at Rebel (thinking him to be Stark) seemingly killing him again. Stark (in Rebel's armor) would destroy the Mandarin, revealing him to be a robot. Dr. Doom would then reveal himself to be the real backer of Hydra[59]. Taken back to Castle Doom, Tony would change back into his Iron Man armor and battle Doom. Their fight taking them onto Doom's time machine where they are sent back in time where they would visit moments of their past lives prior to the Onslaught incident. After the episode, Doom would learn the truth, and Stark would only have more questions, Doom would let Iron Man go with the body of Rebel[60].

As this was happening, Jasper Sitwell would capture Doc Samson[61] and forcibly inject him with gamma radiation mutating him into a horrible abomination that would kill Sitwell and his men[62]. Jennifer Walters would be tracked down by the Hulk[63] and the two would find the horribly mutated Samson[64]. After giving Samson a blood transfusion from the Hulk, Jennifer would impulsively do the same herself, feeling compelled to do so[65].

Once more burying his friend, Stark would be visited by The Watcher who would warn Stark of the coming of a great catastrophe and to be prepared, but would not tell him what. He would then be 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[66].

Loki War

After settling into their new base, the Avengers would become the brunt of a massive attack by Loki. The first such attack would come from his Lethal Legion consisting of the Enchantress, the Executioner, Wonder Man, Ultron and the Scarlet Witch[67]. While the heroes are preoccupied, Loki would travel to the hideout of Kang and Mantis and absorb them into his body to increase his powers. the Avengers would defeat the Lethal Legion however Encahntress and the Scarlet Witch would escape, the others taken into SHIELD custody. As this is happening Loki would also absorb MODOK And Baron Zemo into his body[68]. Captain America would soon also disassociate himself from the US Government, replacing the eagle emblem on his cowl with the letter "A"[5] Loki would then absorb all the villains captured by the Avengers into his being as well.[69]

The Avengers would next be attacked by the Masters of Evil consisting of the Black Knight, Whirlwind, Radioactive Man, Klaw and the Melter.[70] The Avengers would make short work of the Masters leaving them in the charge of Iron Man. Thor would become furious that they would not kill the Masters and abandon the team, while Cap would go to check on the Swordsman to find he too had become a victim of Loki's quest for power. Iron Man would be forced to leave and help Janet van Dyne (now the Wasp) save Ant Man form inside the Vision, allowing for Loki to absorb these villains as well. Iron Man would pull Ant Man out of the Visions body just in time to be warned that the body was about to self destruct, Iron Man would toss the body away preventing the SHIELD helicarrier from being destroyed. Loki would also coerce Hellcat and Hawkeye to join his ranks. Cap and Iron Man would later investigate the ruins of Avenger's Island to find the gamma reactor has been reactivated. Seeing new villains being created in it, Iron Man would blast it causing the true Thor to be transported to Counter-Earth[71].

Returning to Avengers Mansion, Captain America, Iron Man, Ant Man, Wasp and Thor would be attacked by Amora, the other Thor (now the Enchantress' thrall), Scarlet Witch, Hawkeye. This would prove to be a distraction that would allow Loki to access the gamma core himself and absorb its power to give him ultimate power[72]. Unknown to all, Hellcat was bonded to Scarlet Witch's body, and upon everyone being freed from the Enchantress' control when she realized that she was duped by Loki, Hellcat would give up her life not able to cope with who she is[73].

Freeing Agatha Harkness, the Avengers and the Enchantress would combine both science and magic to be able to turn the false Thor into a construct of Odin to battle Loki while the heroes work together to reverse the flow of powers. Ultimately the heroes would succeed in defeating Loki seemingly killing him, but at the price of the fake Thor's life[74].

The Inhumans

While the Thing is still recovering from the FF's aiding the Avengers fix their gamma core, Reed and the others would explore Reed's latest discovery: The Negative Zone. Before they could be attacked by Blastaar, the Watcher would step in showing 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 would make his way to feast upon the Earth[75].

The Four would soon go to the American Museum of Natural History where they would be present for the unveiling of the Makalu Tablet. Reed would recognize the markings as being similar to those that he saw in the Mole Man's caverns. The party would be crashed by the Inhumans Crystal, Gorgon and Karnak who would steal back the tablet and teleport away with the injured Human Torch, whom Crystal would fall smitten to. The Fantastic Four would track 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[76].

Upon revival, the Fantastic Four would assume that the Inhuman's had captured Johnny which would lead to a fight that the Torch himself would fight. After the misunderstanding is cleared up they would learn that the Inhuman's need help stopping Black Bolt's insane brother Maximus and his legion of Moloids and Alpha Primitives. They would also learn that the artifacts that they have seen work like a map[77].The Fantastic Four would aid the Inhumans in warding off Maximus' invasion and stop his minions, after the battle had ended in the capture of Maximus, the insane Inhuman would vow that they are doomed at the hands of Galactus. The Fantastic Four would then part company, with Johnny promising Crystal that he would someday return[2].

While in Latveria, Dr. Doom would be briefly visited by his future self who would hastily provide him with the means of perfecting his time machine before vanishing into the time stream again[2].

The Sons of the Serpent Conspiracy

At this time, Captain America would decide that he would need to rediscover what America really is leaving his sidekick Bucky behind at SHIELD headquarters. Arriving in Texas, Captain America would stumble upon the Sons of the Serpent and learn that they have access to high tech weaponry, he would vow to stop this racist terrorist cell.[78] Tracking the group to Los Angeles he would smash 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 would then observe a televised call to warms from the leader of the Son's and decide to try and find their base in Washington D.C.[79]

Returning to SHIELD headquarters, Bucky would tell him how she finds things suspicious around the helicarrier prompting Cap to tell her to keep an eye out. Meeting with the fake Nick Fury, Cap would accompany Sam Wilson (now the Falcon) and a unit of armed SHIELD soldiers into what would turn out to be a trap set by the Sons of the Serpent. After the Falcon is captured and Cap realizes that all the SHIELD agents are visible minorities, he begins to suspect the faux Fury's involvement and fakes his death to sneak into Fury's home. There he witnesses as "Fury" unmasks himself as the leader of the Son of the Serpent.[80]

Captain America would duel with "Fury" for the freedom of the Falcon while aboard the SHIELD helicarrier Bucky would free the real Fury from a locked room. The two would arrive just in time to help Cap destroy the LMD Fury and crush the Sons of the Serpent. Cap would learn from the true Fury the truth before being called to New York to respond to a disturbance there.[81]

Heroes Reunited

This disturbance would the arrival of the Heralds of Galactus: the Silver Surfer, Terrax, Plasma, Firelord and Air-Walker, come to Earth to prepare it to be consumed by their master. Terrax would arrive on Earth first and attack the Fantastic Four. Initially finding only Reed, Sue and Ben. In the ensuing fight Johnny would join them and with a lot of effort manage to defeat Terrax. With Reed rushing of the supposedly pregnant Sue to safety, they would leave Johnny and Ben alone to deal with Firelord and Plasma[82].

As Dr. Doom would arrive in New York to prepare to deal with the threat of Galactus, the Fantastic Four would reunite to battle Firelord, Plasma, and Terrax until the Silver Surfer would intervene and ultimately the four Heralds would be called back to Galactus. The FF would be picked up by SHIELD and taken aboard the helicarrier where all of Earth's heroes have been gathered to meet the threat of Galactus, who dispatches his Heralds to plant terraformers that will allow him to consume the Earth. Reed Richards would stay behind to attempt to build a device to stop them[83].

The Human Torch would go to Attilan to help the Inhumans stop Firelord. The Herald proves 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 would attempt to stop Plasma on Monster Island. Hawkeye would deal with the Mole Man and his minions, while Thor would kill Plasma, Namor would sacrifice his life bringing the terraformer down into the ocean to let its pressures crush the device. SHIELD would attack Galactus directly with their helicarrier prompting the world eater to decimate the ship. Nick Fury would make Reed abandon ship before crashing it into Galactus, to no effect. With his power siphoning device ready, Reed would send the Thing to battle Terrax, and the device would work. While Thor destroys the Terraformer, Thing would attempt to use it on Galactus, however the device would backfire reverting Ben to human form and killing Thor. Terrax would then kill Thor and the Black Panther. The heroes would fail as they would neglect to realize there is another herald, Air-Walker who planted a device on the South Pole. As this device would be activated, Dr. Doom would step in siphoning the powers of the Silver Surfer and Terrax and attempt to fight Galactus. Galactus would easily swat Doom away and activate his device. Doom would activate his time machine to travel back in time to prevent Galactus from succeeding just as the world is being consumed[84].

Each time Doom would travel back in time events would unfold with slight variations until Galactus was ultimately defeated:

The second time he would go back, he would get no cooperation from the worlds heroes and attempt to use the worlds nuclear weapons against Galactus, but this would fail. His first nuclear launch toward Moscow, which would kill the Fantastic Four as they attempted to stop the Silver Surfer. SHIELD would be decimated trying to stop Plasma in Los Angeles. The Hulk would perish helping Vision and Scarlet Witch trying to stop Firelord in Antarctica; Captain America, Hawkeye, Wasp, Iron Man and Thor would stop Terrax in Hong Kong with Hawkeye and Wasp perishing. The heroes would fail again because they would once more neglect to consider Air-Walker. The surviving Avengers would then decide to destroy the entire world along with Galactus then unleash him upon the universe. They would cause a massive breach of the gamma core destroying the Earth and Galactus, while Dr. Doom would travel back in time once more[85].

The third time around, Doom would succeed in getting SHIELD aid, and collect the members of the Avengers and the Hulkbusters. However in doing so, the Fantastic Four would be 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 would go out and attempt to stop the Heralds. She-Hulk and Thor would be sent to Attilan to battle Terrax; Captain America, Namor, Doc Samson and Hawkeye would go to Monster Island to deal with Firelord; finally Scarlet Witch, Wasp, and Vision would clash with Plasma in Antarctica. Casualties this time around would include the Vision, Plasma, Namor, the Inhumans and Black Bolt. Once again the device built by Doom and the others would end in failure. With Doom's time machine damaged from all the frequent jumps he would only have one last chance to make things right[86].

This time, hoping that SHIELD's files on Bucky being a chronal anomaly would help him, Dr. Doom would find no further help. However, this time he would forgo SHIELD involvement and go straight to the Avengers who would 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 work on an "ultimate nullifier" the Silver Surfer would join the heroes cause when Bucky would be nearly killed by Galactus. The Surfer would then sacrifice his life to destroy Galactus, saving the Earth from destruction[87].

World War III

When Dr. Doom attempted to create a Negative Zone Portal of his own, he would cause 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-13. In this universe the heroes of Counter-Earth and this distant cosmos would coexist. The Avengers and Fantastic Four would work together with the Wild C.A.T.s, Wetworks, and other heroes in turning back an invasion of both the Skrulls and the Daemonites. Ultimately the Negative Zone portal would be destroyed by Rick Jones separating the two universes and restoring the status-quo on both worlds leaving none with any recollection of what happened[88].

The Return Home

Exactly one year after the events of Onslaught, the Celestials would decide that Franklin's pocket dimension was a threat to the universe and sent their agent Ashema to Earth-616. She would give Franklin an ultimatum: He would have to choose which Earth has to live, and which one would die. Franklin would be shown his handiwork and, hard pressed to make a decision Franklin would have himself transported before his parents and ask them to help him choose what Earth to spare[89].

Back on Earth-616, Dr. Strange searching for the lost heroes in some other dimension would come across Loki who would warn him of the coming danger. Strange would call Loki an impostor shattering the illusion however he would be destroyed by Ashima for his interference. Strange would track down Franklin's ball (the gateway to the Counter-Earth dimension) and learn that its key was the Hulk, who now was in a battle in New York against the Thunderbolts, and Spider-Man. Coming into close contact with the ball, Hulk and Spider-Man would find themselves transported to Counter-Earth and be brought before that worlds Hulk. Reed Richards would be piqued by a visit from their supposed "son" and decide to get in touch with Tony Stark.[90]

While Ashema learns of the sanctity of human life, Spider-Man would find himself in a clash between two Hulks until he is greeted by members of the Avengers and the Fantastic Four. Meanwhile, Reed would have Iron Man travel into the Negative Zone to carbon date material from the Earth confirming his suspicions: It's only a year old. The heroes would be gathered by Dr. Doom and Franklin would be reunited with his family. Ashema would agree to help them try and save both Earth's but it would require all of the displaced heroes from Earth-616 to return to their natural reality.[91]

Bidding their friends and allies the heroes would board Doom's dimension ship and with the aid of Dr. Strange and Ashema they would breach the gulf separating worlds. Ashema would use all her power to save both worlds becoming the defender of the Counter-Earth pocket universe. Dr. Doom would attempt to make an escape with Franklin in the hopes of exploiting his power, but the boy would be rescued by Thor, and Doom would be lost in the void. As the heroes cross over into their home universe, they would have their memories restored to normal. Most notably the two Hulks would be reunited into a single being in the process.[92] A number of beings from Counter-Earth were gathered aboard the ship, likely in error, those included 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[93], the same can presumably be said about the Inhumans that were aboard the shuttle.

World Without Heroes

Doom's Conquest

Thunderbolts & Young Allies

Judgement Day


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, by having them relive altered origins, fight similar foes, and even get glimpses of their past lives prior to the Onslaught event.[75][94]

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[95]. 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[96], a nameless world Heralded by Plasma and consumed by Galactus[97], and a world of sword wielding primitives that Terrax allowed to hold him prisoner until he was summoned by Galactus[98]. However, because this is an artificially constructed realm, it is entirely possible that while these beings were made 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.[99] 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.[75]

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[100]. 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[101], every time Dr. Doom failed to stop Galactus from devouring Earth he would travel back in time to prevent this outcome[102] 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 would be slightly altered in significant ways. It is interesting to also note that Doom's travels back in time in the Counter-Earth pocket dimension it apparently did not create a divergent reality. 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[103]. Franklin carried the ball around and protected it everywhere he went until after the "reborn" heroes were returned to their rightful reality[104]. 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 Onslaughts armor, but also split the Hulk and Bruce Banner into two separate entities. Bruce Banner would sacrifice his life to stop Onslaught and end up on Counter-Earth and become the Hulk anew[19], while leaving the Hulk on Earth-616[105]. The third was an alien ship[106] originally thought to be a reality engine[107] 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[108]. Order and Kaos, next to Galactus appear 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[109]. The Celestials had the ability to travel to the Counter-Earth reality with relative ease[110]. 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[111]; Dr. Doom deduced the truth from traveling through his time machine with Iron Man and getting glimpses of their past lives[112]. Others who caught a glimpse of their past lives included the Fantastic Four upon a trip into the Negative Zone[113]; the Hulk was visited with a brief vision of his encounter with Onslaught[53]; 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[114].

Apparently, the Counter-Earth dimension was able to be manipulated by someone as powerful or more powerful as Franklin Richards. As such following the departure of Earth-616's heroes The Dreaming Celestial used its powers to alter reality to its mad whims[115]. However, in order to prevent this from continuing the Celestial Ashema, with the aid of Dr. Doom would work together to transport Counter-Earth to universe-616, placing it on the opposite side of the sun from the true Earth[116].

While Counter-Earth presently resides in the 616 universe, the fate of the dimension that Counter-Earth used to inhabit 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[117].


With the exception of the probably 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.[118] 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.[118] 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.[119] It is unrevealed if the Whirlwind and Solarr of Counter-Earth are mutants like their Earth-616 counterpart.

During the Onslaught Reborn, a few possible mutants were also present: Hawkeye (James Howlett), the Scarlet Witch and Namor.


Counter-Earth's version of SHIELD has files on Rebecca Barnes, the granddaughter of Richard Barnes that identifies her as a chronal anomaly. In his quest to find a means to defeat Galactus, Dr. Doom would learn this and confront Rebecca to learn the truth.[4] 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 she had a Earth-616 counterpart who died as a baby.[120]

Two Thors

Another unexplained phenomenon of the Counter-Earth dimension is the existence of two Thor's. Initially the first was apparently a creation of Franklin Richards that was trapped in a chunk of ice in Norway.[121] The second, the apparent true Thor, emerged from the Gamma reactor found on Avengers Island,[99] 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 intern created a replica of Thor to fit with the manufactured reality he created for the heroes to exist in.



  • About 70% of the Earth is covered with water, and 97% of that is saltwater oceans.

See Also

Links and References


  1. Onslaught The Marvel Universe
  2. 2.0 2.1 2.2 2.3 Fantastic Four Vol 2 #10
  3. 3.0 3.1 Fantastic Four Vol 2 #2
  4. 4.0 4.1 Captain America Vol 2 #12
  5. 5.0 5.1 Captain America Vol 2 #7
  6. Captain America Vol. 2 #10
  7. Captain America Vol. 2 #12
  8. 8.0 8.1 Fantastic Four Vol 2 #3
  9. Captain America Vol. 2 #3
  10. Captain America Vol. 2 #7
  11. Captain America Vol. 2 #6
  12. Captain America Vol. 2 #1
  13. Captain America Vol. 2 #1
  14. Captain America Vol. 2 #1
  15. 15.0 15.1 Fantastic Four Vol 2 #5
  16. 16.0 16.1 16.2 16.3 Fantastic Four Vol 2 #1
  17. Iron Man Vol 2 #1
  18. Iron Man Vol 2 #9
  19. 19.0 19.1 Iron Man Vol 2 #1
  20. Heroes Reborn #½
  21. Iron Man Vol. 2 #1
  22. Avengers Vol 2 #1
  23. Iron Man Vol 2 #10
  24. 24.0 24.1 24.2 Fantastic Four Vol 2 #6
  25. Captain America Vol. 2 #12
  26. Captain America Vol 2 #1
  27. Captain America Vol 2 #2
  28. Captain America Vol 2 #3
  29. Captain America Vol 2 #4
  30. Captain America Vol 2 #5
  31. Captain America Vol 2 #6
  32. Avengers Vol 2 #1
  33. Avengers Vol 2 #1
  34. Avengers Vol 2 #1
  35. Avengers Vol 2 #2
  36. Avengers Vol 2 #4
  37. Avengers Vol 2 #3
  38. Fantastic Four Vol 2 #2
  39. Fantastic Four Vol 2 #2
  40. Fantastic Four Vol 2 #3
  41. Iron Man Vol 2 #1
  42. Iron Man Vol 2 #1
  43. Iron Man Vol 2 #2
  44. Iron Man Vol 2 #3
  45. Iron Man Vol 2 #4
  46. Iron Man Vol 2 #5
  47. Fantastic Four Vol 2 #4
  48. Avengers Vol 2 #4
  49. Avengers Vol 2 #5
  50. Fantastic Four Vol 2 #6
  51. Avengers Vol 2 #6
  52. Avengers Vol 2 #6
  53. 53.0 53.1 Iron Man Vol 2 #6
  54. Captain America Vol 2 #6
  55. Avengers Vol 2 #6
  56. Iron Man Vol 2 #7
  57. Iron Man Vol 2 #8
  58. Iron Man Vol 2 #9
  59. Iron Man Vol 2 #10
  60. Iron Man Vol 2 #11
  61. Iron Man Vol 2 #7
  62. Iron Man Vol 2 #8
  63. Iron Man Vol 2 #8
  64. Iron Man Vol 2 #9
  65. Iron Man Vol 2 #10
  66. Iron Man Vol 2 #11
  67. Avengers Vol 2 #6
  68. Avengers Vol 2 #7
  69. Avengers Vol 2 #7
  70. Avengers Vol 2 #8
  71. Avengers Vol 2 #9
  72. Avengers Vol 2 #10
  73. Avengers Vol 2 #11
  74. Avengers Vol 2 #11
  75. 75.0 75.1 75.2 Fantastic Four Vol 2 #7
  76. Fantastic Four Vol 2 #8
  77. Fantastic Four Vol 2 #9
  78. Captain America Vol 2 #8
  79. Captain America Vol 2 #9
  80. Captain America Vol 2 #10
  81. Captain America Vol 2 #11
  82. Fantastic Four Vol 2 #11
  83. Fantastic Four Vol 2 #12
  84. Fantastic Four Vol 2 #12
  85. Avengers Vol 2 #12
  86. Iron Man Vol 2 #12
  87. Captain America Vol 2 #12
  88. Fantastic Four Vol 2 #13, Avengers Vol 2 #13, Iron Man Vol 2 #13, Captain America Vol 2 #13
  89. Heroes Reborn: The Return #1
  90. Heroes Reborn: The Return #2
  91. Heroes Reborn: The Return #3
  92. Heroes Reborn: The Return #4
  93. Official Handbook of the Marvel Universe A-Z #10
  94. Iron Man Vol 2 #11
  95. Fantastic Four Vol. 2 #6
  96. Fantastic Four Vol 2 #9
  97. Fantastic Four Vol 2 #10
  98. Iron Man Vol 2 #10
  99. 99.0 99.1 Avengers Vol 2 #9
  100. Iron Man Vol. 2 #11
  101. Fantastic Four Vol. 2 #10
  102. Fantastic Four Vol. 2 #12, Avengers Vol. 2 #12 and Iron Man Vol. 2 #12
  103. Onslaught Marvel Universe
  104. Heroes Reborn: The Return #4
  105. Onslaught Marvel Universe
  106. Thunderbolts #72
  107. Doom the Emperor Returns #1
  108. Heroes Reborn: Young Allies #1
  109. Heroes Reborn: The Return #2
  110. Heroes Reborn: The Return #1
  111. Avengers Vol. 2 #1
  112. Iron Man Vol. 2 #11
  113. Fantastic Four Vol. 2 #7
  114. Avengers Vol. 2 #10
  115. Heroes Reborn: Doomsday #1
  116. Heroes Reborn: Doom #1
  117. Onslaught Reborn #1
  118. 118.0 118.1 Onslaught Marvel Universe #1
  119. Heroes Reborn Remnants #1
  120. Nomad: Girl Without a World #1
  121. Avengers Vol 2 #1
Community content is available under CC-BY-SA unless otherwise noted.

Fandom may earn an affiliate commission on sales made from links on this page.

Stream the best stories.

Fandom may earn an affiliate commission on sales made from links on this page.

Get Disney+