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 mirrored how they gained their powers originally.

In this new universe, Franklin created a populated universe, including recreations of many of these heroes allies and foes. Among these creations was one based on the Super-Adaptoid robot, a regular Avengers threat.

The past and origins of the Super-Adaptoid of Counter-Earth is unknown. Its first recorded appearance was when the robot was being reformed within the reactivated gamma core on Avengers Island. The Wasp identified the villain as a former Avengers villain who was previously deceased. The events involving the Avengers first encounter with the Super-Adaptoid and it's original destruction remain unrevealed. Before the Super-Adaptoid could be reformed within the gamma core, Iron Man would use his repulsor rays to dissipate the energy. This energy would later be absorbed by Loki to boost his powers, however the Avengers would ultimately defeat him.

The Super-Adaptoid would later resurface in New Jersey where it would gain sentience and take on a female form, calling itself Amazo-Maxi-Woman; "she" would later join the Remnants super-hero team after most of Counter-Earth's heroes returned to their native Earth-616.

They would later be called in by SHIELD to stop their former leader Deadpool from using a SHIELD helicarrier full of nuclear weapons to destroy Counter-Earth. With Amazo-Maxi-Woman's help the Remnants would succeed in stopping Deadpool from destroying Counter-Earth in a nuclear holocaust, but fail to stop him from launching the missiles (With himself riding one) from launching into the Watcher's moon base causing a tear in space-time continuum.

The ultimate fate of Amazo-Maxi-Woman remains unrevealed.

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