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

In this new universe, Franklin created populated universe, including recreations of many of these heroes allies and foes. Among these creations was one based on Whirlwind a regular foe of the Avengers. Since Counter-Earth is mostly devoid of mutants, it is unknown if Whirlwind of Counter-Earth is a mutant, or if he gained his abilities through other means.

He would be hired by Hydra to attack Tony Stark. To this end, Whirlwind would kidnap his secretary Pepper Potts and blackmail Tony to come to the Stark International office on Long Island alone without his "bodyguard" Iron Man (unaware that Stark himself was in reality Iron Man). Going to the office without his Iron Man armor, Tony was more than ready to deal with Whirlwind without his armor. Using various gadgets to defend himself and Pepper, Stark would have Whirlwind chase him down to a Stark International Lab. There Tony would activate a Kinetic Intake Converter, that would threaten to destroy Whirlwind if he didn't surrender. Refusing to do so, Whirlwind was engulfed with the converters energy and killed.

Whirwind would later be resurrected by the space-time rift within the gamma core on Avengers Island. He would then join the Black Knight's Masters of Evil in battling the Avengers. They would be soundly defeated by the Avengers, however while in captivity Whirlwind and the other Masters would be absorbed by Loki who was seeking to boost his powers by absorbing various Avengers allies and foes that were unique to Counter-Earth. Loki was ultimately defeated and all those who he absorbed were freed, including Whirlwind.[citation needed]

As time went on, the Avengers and other heroes were returned to their native reality of Earth-616, and the Counter-Earth pocket dimension would be manipulated by The Dreaming Celestial throwing the Earth into social, political, and ecological chaos. The Black Knight, listening to the Melter's visions would encourage the Black Knight to attempt to become a major player in the power struggle to control the Earth.

Realizing that fellow Master member Melter became a near catatonic prophet, the Black Knight would seek to try and become a major player in trying to conquer Counter-Earth. He would regroup his fellow Masters of Evil to help him in this task. This would begin to make Whirlwind uneasy and he'd begin confiding his thoughts to fellow Master Radioactive Man, who had recently stopped talking for unknown reasons. They would be sent to slay the Atlantean Warlord Krang after the Black Knight obtained the Trumpet Horn of Atlantis from him. To facilitate this betrayal, Radioactive Man would irradiate all of Lake Michigan, killing Krang, his minions and all the fish.

After recruiting both Titanium Man and the Crimson Dynamo into the Masters of Evil, Whirlwind would reach his limit and decide to get out of the business of being a super-villain. When the Black Knight would get wind of this, he would send Radioactive Man to kill Whirlwind. When Radioactive Man caught Whirlwind in the process of packing his things, Whirlwind would manage to convince Chen Lu to let him live.[citation needed]


Seemingly those of David Cannon (Earth-616)#Powers.

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