A near copy of Earth in the Marvel Comics universe. It was created by The High Evolutionary to be a sort of utopia. However, one of its denizens, the Man-Beast, corrupted it. The High Evolutionary sent down Adam Warlock to rectify the problem. Adam and the Man-Beast fought for some time. Eventually, Adam died upon an ankh for Counter-Earth's sins. When he was resurrected, he de-evolved the Man-Beast into a wolf, leaving Counter-Earth safe. Later, Counter-Earth was inadvertantly destroyed during The Infinity Gauntlet, when massive waves of force ripped it apart.