Marvel Database


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 Loki, Thor's stepbrother and frequent enemy. Although this pocket universe was instantly created, it's inhabitants were given memories that "pre-date" the creation of this reality.

When Loki first manifested on Counter-Earth he came to believe himself to be the Loki of Earth-616, believing that he was not in his home realm. He erroneously believed that he was in an alternate reality, when in reality he was in a pocket dimension created by Franklin Richards. Immediately craving revenge against the Avengers, Loki would set forth to do so and to his surprise find that they have been reborn in this reality and recently grouped together. Learning his brother Thor (another construct created by Franklin Richards) was frozen in a block of ice in Norway, he would trick the Avengers into freeing him and tricking the confused Thor into battling the Avengers. Thor would eventually realize his brothers deception and help the Avengers defeat him, joining the group.

Realizing this pocket universe had no Asgard, and as such no Odin, Loki would decide a larger revenge scheme was in order, Loki would seem out Enchantress to help him in this end. They would seek to take control of the Scarlet Witch and make her their pawn. In doing so they would incapacitate her teacher Agatha Harkness, trapping her essence in a tree and having the Enchantress pose as her. The Enchantress would then put the Scarlet Witch under her spell. Loki meanwhile would trick the Hulk into attacking Avengers Island, causing a breach in the gamma core there, however an assemblage of the Avengers and Fantastic Four would prevent any disaster from happening.

Realizing the foes that some people on this world had a unique energy that Loki could absorb (thereby absorbing their bodies) He would seek out these beings and absorb their power. While keeping the Avengers busy he would absorb the forms of Kang, Mantis, Baron Zemo, MODOK, Executioner, Wonder Man and others, he would also trick the Avengers Hawkeye and Hellcat to join his ranks, transferring Hellcat's essence into Scarlet Witch's body. Thor would soon grow tired of the Avenger's morality on killing their foes and leave the group, becoming easy prey for the Enchantress to enthrall him to joining Loki's side.

Loki would soon learn that the source of the power he was absorbing came from the gamma core on Avengers Island, which was a rift in time and space that was seemingly creating villains for the Avengers to fight. He would send his minions to attack the remaining Avengers (now teamed with the true Thor of Earth-616) while he would absorb this power. When Loki would absorb the power from the gamma core he would be given untold power and grow to gigantic proportions. When Thor and Enchantress would attempt to join him he would betray them.

This would prove to be Loki's undoing, as the Enchantress, the freed Scarlet Witch and the restored Agatha Harkness would combine their magical power to turn the Counter-Earth Thor into a giant construct of Odin, while the true Thor and Iron Man combined science and magic to block the flow of energy from the gamma core. With his power source cut off, Loki was defeated and seemingly slain, however the Counter-Earth Thor would die in the battle. It is presumable that everyone that Loki had absorbed were released as some of those who were such as the Swordsman, Baron Zemo, and the Melter have been seen active since.

Loki would in reality survive the encounter, and when he detected the Celestials coming to destroy Counter-Earth, he would contact Dr. Strange of Earth-616. Still believing that he was a native of Earth-616, Loki would be shocked to learn from Stephen Strange that he was not. Before Loki could warn Dr. Strange further he would be destroyed by the Celestial Ashema, who was charged with determining which Earth would live and which would die. Loki's brief interaction with Strange would set in motion the events that would see the heroes on Counter-Earth that originated from Earth-616 returned to their native reality, and both worlds being spared from destruction.

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