In the early 2000s, Scorpio stole an advanced S.H.I.E.L.D.Life-Model Decoy of his brother Nick Fury and used the Zodiac Key to reprogram it. Instantly, the LMD gained all of the real S.H.I.E.L.D. Executive Director's memories and actually thought it was the real thing. When the Zodiac was taken down before their plan to use the LMD to free a prisoner from the Avengers came to fruition. S.H.I.E.L.D. determined the LMD to be an anomaly, as the Zodiac Key altered it so much that it began thinking for itself and had it held up on the Helicarrier for study. But the LMD repeatedly escaped S.H.I.E.L.D. custody and was constantly hunted and forgetting that it wasn't the real thing. In the meantime, the LMD was taking down Hydra, A.I.M. and ULTIMATUM plots. When S.H.I.E.L.D. finally caught him, the LMD came face-to-face with the real Fury, who determined that he has to be destroyed, for the LMD having all his memories made him too dangerous. But John Steele helped the LMD escape by replacing him with another. He convinced the LMD, who he dubbed Max, to join the enigmatic Shadow Council.
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