Field Marshal Barkhorn was in charge of a Panzer tank division in North Africa where he was the victor in the Battle of Kasserine Pass and met the sole survivor Sgt. Nick Fury. Barkhorn spared Fury and left him. Months later Barkhorn fought in Sicily and then was transfered to the Eastern Front to fight the Soviets. Barkhorn took part in the Battle of the Kursk and was defeated. While discussing troop movements, Barkhorn and his colleague Hans Von Stehle (Earth-200111) are approached by an SS officer who takes them to a village and witness SS troops executing Jews. Barkhorn enraged by this attempts to kill the officer but Stehle stopped him. Barkhorn was approached Stehle and two others with a plan to assassinate Hitler at a meeting with the high command to end the war with Germany unharmed and prevent it from being pillaged by the Soviets. Barkhorn turns them down and decides to continue fighting against the Soviets. When Stehle was captured, Barkhorn along with a unit Waffen SS arrived and surrounded the compound where he was being held. There, he had a reunion with Sgt.Fury and told him of his true intensions. Barkhorn orders his troops to attack in which Stehle is killed, Fury is wounded and the rest escape. Later on Hitler finds out about Stehle's plan and believes Barkhorn is a conspirator. He gives Barkhorn the choice of suicide as his wife is threatened to stand trial.[citation needed]

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