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Little is detailed about S.H.I.E.L.D.'s operations before the zombie plague arrived on Earth-2149, however they are presumed to have followed a similar path to S.H.I.E.L.D. of Earth-616.

After the zombie infection began, SHIELD assembled every uninfected superbeing to form a resistance. With the extremely varied bunch all assembled on the Helicarrier, Nick Fury explains how serious he believes the situation to be; that it is the end of the world. He also explains that whatever the histories of those assembled, they are all on the same side.

While Bruce Banner, Tony Stark and Reed Richards remained on the S.H.I.E.L.D. Helicarrier to try to create a cure for the contagion, a ground team was sent to the surface to battle the zombies. This battle ended in tragedy and most of the heroes were turned into zombies.

Meanwhile, Reed Richards, having gone insane after his children were killed by a zombified She-Hulk, infects the rest of the Fantastic Four and they in turn infect him.

The newly-zombified Fantastic Four find Tony Stark in another lab explaining to Fury that he is working on a dimensional transporter. They attack him, and before he can put on his Iron Man armor, he is bitten and became a zombie.

Nick Fury escapes, and puts the Helicarrier in lock-down, a thick bulk-head separating the Fantastic Four from the transporter, Fury and the heroes that remained on the Helicarrier. Thing breaks his way through the bulk-head, and inside the air-lock they see Fury, Dr Strange, Storm, Nightcrawler, Colossus, and Thor, who has smashed the transporter with Mjolnir. But with nowhere to run, the Fantastic Four infect the whole group and eat Nick Fury. Reed then tells the others to collect the pieces of the transporter, and start moving it to the Baxter Building.[1]

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