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Ayesha (Earth-616)

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Quote1 I have reconsidered, Quasar. For the great resourcefulness you have demonstrated in our interactions, you have earned yourself the privilege...of being one of my mates! Quote2
-- Her src


The cabal of scientists known as the Enclave sought to resurrect their plan to end war and crime trough the creation of an artificial human after their first attempt, the being known as Adam Warlock, went mad. The Enclave learned from their past mistake and decided that delicate brain surgery on their latest creation would prevent it from going insane like its predecessor. To that end, the Enclave recruited renowned neurosurgeon Doctor Strange to perform the operation. Using a remote controlled laser, Doctor Strange operated while the being was still within its developmental cocoon. Unbeknownst to Strange, the Enclave was actually using him to modify the being's neural structure, brining it under the Enclave's control. After Strange mystically peered into the cocoon and sensed the life form within beginning to stir, the cocoon burst open and out stepped a tall, grey-skinned, male humanoid which the Enclave dubbed Paragon.

Ayesha (Earth-616) from Incredible Hulk Annual Vol 1 6 001

As Paragon

Eager to test Paragon's loyalty, the Enclave ordered him to kill Doctor Strange. Paragon proved to powerful for Doctor Strange, easily countering all of Strange's spells and abilities. The Hulk, who had been looking for Doctor Strange, suddenly invaded the Enclave's base. The Hulk managed to distract Paragon long enough for Doctor Strange to gain a slight upper hand but this was a short lived. Paragon began to change, metamorphosing into a glowing, black form. Paragon turned on the Enclave and explained to them that while he was in his cocoon he linked with their computer system. Learning of their true nature, Paragon vowed to destroy the Enclave and gave himself a post-hypnotic command that would alter his appearance and counteract his mental tampering. Paragon began to destroy the Enclave's base. Doctor Strange and the Hulk narrowly escaped as the entire facility came down. In his final act, Paragon returned to his cocoon to meditate and complete his transformation.[1]


Some months later, Paragon emerged from the cocoon, transformed into its ultimate form no longer male but female. Having been in touch in the Enclave's computer system, the second creation learned of the first and decided that as unique beings, they had a joint destiny to mate and create a perfect race. Toward that end, Paragon transformed its aspect to become Him's perfect mate, Her. However, unknown to Her, Him (later called Adam Warlock) had perished saving the universe from the evil Thanos. Undaunted, Her sought Warlock's body so she might infuse it with her cosmic power and resurrect it. But when she finally found him, she was only able to resurrect his body and not his soul (which resided in his soul-gem). Hence, she returned Warlock's body to its resting place, and set forth to search the universe for another suitable mate. She was recently seen heading back toward Earth.[2]


Her possesses various superhuman attributes as a result of her unique nature and physiology, which is essentially a female version of the being known as Adam Warlock.

Cosmic Energy Manipulation: Her's primary power is the ability to tap and manipulate great amounts of ambient cosmic energy for various purposes. The organic cells of her body essentially function as energy receptors and as storage batteries. Since there is ambient cosmic energy essentially everywhere and in every type of environment, she has a potentially limitless source of power. She can use this energy for a number of effects, including the augmentation of her body's physical attributes. She has also gained the ability to rearrange matter on a molecular level through great concentration. She can manipulate the molecular structure of most substances in a maximum volume of roughly 3 cubic feet at a time. She can also channel the cosmic energy and propel it in the form of non-radioactive and heat-less concussive force. Though the maximum impact of such energy blasts aren't known, she has blasted the Thing a distance of 7/10s of a mile with a single blast. She is also capable of projecting her cosmic life force into beings who have died, thus reanimating dead tissue. However, if a being's soul, or astral self, has passed from its body, she is unable to restore it.

  • Superhuman Strength: The cosmic energy stored in Her's body grants her physical strength that is far superior to that of a human being. Her musculature, connective tissues and skeletal structure are augmented to far superior levels. At her peak, she possesses sufficient superhuman strength to lift approximately 70 tons.
  • Superhuman Speed: Her is capable of running and moving at speeds that are beyond the natural physical limits and capabilities of the finest human specimen.
  • Superhuman Stamina: Her's cosmically enhanced metabolism and augmented musculature are far more efficient than those of a human being. As a result, her body produces considerably less fatigue toxins during physical activity. At her peak, Her can exert herself and her energy manipulative abilities for up to 24 hours before the build up of fatigue toxins in her blood starts to impair her overall capabilities.
  • Superhuman Durability: Her's cosmically enhanced bodily tissues far tougher and more resistant to physical injury than those of a human. She is able to withstand high caliber bullets without any of them penetrating her skin. She is also highly resistant to extreme pressures, as well as resisted heat of at least several thousand degrees Fahrenheit. She is also capable of withstand great impact forces, such as falling from tremendous heights and being repeatedly struck by beings such as the Thing and Hercules without being hurt. She has also withstood powerful energy blasts from the likes of Adam Warlock and Quasar with little to no injury. She has also demonstrated sufficient physical resistance and fortitude to survive in deep space for an indefinite period of time.
  • Superhuman Agility: Her's agility, balance and bodily coordination are enhanced to levels that are beyond the natural physical limits and capabilities of the finest human specimen.
  • Superhuman Reflexes: Her's reflexes are similarly heightened and are superior to those of the finest human specimen.
  • Regenerative Healing Factor: In spite of her body's great resilience, Her is not completely immune to physical harm and can be injured. Her cosmically-enhanced metabolism enables her to rapidly heal damaged bodily tissues on a level well beyond human capability. Injuries that would cause bruising or lacerations can fully mend within a matter of seconds. If she sustains more severe injuries such as broken bones, internal injuries or a severed limb, she is actually able to generate a solid cocoon around herself created entirely out of cosmic energy. While in this cocoon, her body rests and the cosmic energy stored within her cells repairs the damage done, even to the point of regrowing severed limbs.
  • Immortality: For all practical purposes, Her is essentially immortal. She is completely immune to the effects of aging and to all known diseases. However, this does not mean that she is fully immortal as it is possible for her to sustain injuries that are beyond her ability to heal. As a result, it is possible for her to die via unnatural causes.
  • Flight: She can also use cosmic energy to interact with gravitons, particles of gravitational attraction, to enable her to fly. She can attain a maximum speed through an Earth-like atmosphere of Mach 10, roughly ten times the speed of sound, 7,800 miles her hour. However, it is possible for her to use her cosmic powers to create rifts into hyperspace. So, while the maximum speed she can travel is unknown, it is ultimately greater than the speed of light, which is roughly 186,000 miles per second.


Though Her has had no formal training, she has demonstrated great skill in using her cosmic energy powers in combat situations.

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