After Franklin Richards returned the Avengers, Fantastic Four, and Bruce Banner to Earth, it left Counter-Earth without any heroes. to deal with the natural disasters, cosmic storms and the tyranny of Dr. Doom. Baron Heinrich Zemo gathered a group of mercenaries together to rule the world while fooling the world into believing they were helping Germany lead the way to restoring the chaotic world back to normal. Heinrich Zemo found Phantom Eagle, who is powered by a mysterious alien gem, the mutant known as Solarr, a heroine from France known as Chain Lightning, the American engineering wizard known as Makeshift and Zemo’s son the armor clad Iron Cross.
During a mission to the Soviet Union to gather a prototype fuel injector assembly, the Counter-Earth Thunderbolts came into contact with Earth’s Thunderbolts, who were transported to Counter-Earth by Graviton during a battle with the invading aliens the P’ Tah. Believing Earth’s Thunderbolts to be mercenaries out to claim abandoned Soviet refineries in the name of America, Counter-Earth’s Thunderbolts attacked Earth’s Thunderbolts. Using her ability of persuasiveness, Moonstone convinced Helmut Zemo that they were contracted to see if Germany’s people were doing their jobs. Helmut decided to let the Thunderbolts go free.
Fixer would soon discover that Baron Helmut Zemo’s mind became trapped within his tech-pack when they were transported to Counter-Earth and he wanted Fixer to get a new body for him and had one of the members of Counter-Earth’s Thunderbolts in mind.
Counter-Earth’s Thunderbolts had planned on launching a satellite into space to give Germany sole access to global communications giving them control over the world economy, while telling the world the satellite was to be used to gather electricity for Counter-Earth . However, Earth’s Thunderbolts planned on stealing the satellite in order to get back to Earth until they decided to help Counter-Earth instead. This led to a confrontation between the two groups. Earth’s Thunderbolts were able to put a stop to Counter-Earth’s Thunderbolts rather easily. During the battle Fixer fried Iron Cross’ brain and transplanted Baron Helmut Zemo’s mind into his body, which turned out to be Counter-Earth’s Baron Helmut Zemo. Earth’s Helmut Zemo killed Counter-Earth’s Hienrich Zemo with the Iron Cross armor. The Thunderbolts managed to destroy the satellite and told Counter-Earth’s people what that world’s Thunderbolts were planning. Counter-Earth’s Thunderbolts would disband soon afterwards and its members went their own ways.