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 Pepper Potts, Tony Stark's long time confidant and sometimes lover.[citation needed]

On this world, Pepper would be a long time employee working for Stark International, starting work for the company right out of high school. In modern times she would advance to the position of being Stark's personal secretary. Watching Stark go from a charming and charismatic man to an emotionless and ruthless business man, Pepper would grow to dislike who her employer was becoming. After Stark was acquitted during a lawsuit filed against him by the city of New York, he would throw a grand celebration. Having had enough of the smug and careless Stark, Pepper would tell him off and throw her drink in her face. Stark would fire her in response to this action.

That same night Stark would become a target of the terrorist organization known as Hydra who sought to detonate Bruce Banner's new experimental gamma bomb. The resulting detonation would turn Banner into the Hulk, and Stark would end up with shrapnel lodged in his heart that threatened to kill him. In order to save his life Stark would dawn a suit of Prometheum Armor to save his life. After a clash with the Hulk would leave his power supply seriously drained and his life at risk, Stark would be forced to seek aid at Pepper's home. She would help temporarily recharge his power supply then smuggle him back into Stark International to effect repairs.

When the Fantastic Four (hired by the government) would come seeking the whereabouts of Stark and this new "Iron Man" following his battle with the Hulk, Pepper would quickly explain that Iron Man is really Stark's new body guard. She would then help Tony establish his double identity and stall for time while Iron Man disappears and Stark returns.

Pepper would become Hydra's pawn in their continued acts of aggression toward Stark International. Sending their agent Whirlwind to kidnap Pepper, the villain would hold her hostage, tie her up and gag her until Tony would save her without using his Prometheum Armor. Shortly thereafter Pepper would begin a secret office romance with co-worker Happy Hogan. However this would be a short lived romance as Happy would be gravely injured when Stark International would be attacked by Hydra's other pawn Rebel O'Reilly. Following the attack Happy would be recovering at Ziff Memorial Hospital where Pepper would remain by his side.[citation needed]

Much later when Tony Stark would have to leave Counter-Earth to return to his native Earth-616 in order to save both worlds from destruction at the hands of the Celestials, Stark would admit his feelings to Pepper and spend the night with her. He would leave without telling her where he was going, finding himself unable to explain everything.

As time would go on, Counter-Earth would be manipulated by the Dreaming Celestial pitching the world into ecological and political chaos. The western United States would come under the tyrannical rule of former Nazi and religious fanatic Master Man. Pepper would relocate to the newly formed state of Calvada and join a group of resistance fighters which also included a reformed Rebel O'Reilly.

She would constantly be at odds with Rebel and his partner Guinness over their methods and attitudes. However she would be betrayed by her fellow resistance fighter Michka Rose who turn Pepper over to Master Man's loyal subject Parson. Rebel would come to Pepper's rescue, and Michka having fallen in love with Rebel would also help although she would be seriously wounded. Before killing Parson, Rebel would be told the supposed location of a woman he was seeking named Blue Skye and would abandon the group to seek her out. The fate of Pepper and her rebels remains unrevealed.[citation needed]


Seemingly those of Virginia Potts (Earth-616)#Powers.

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