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On this reality, the Earth was invaded by the alien Skrulls during the industrial revolution, as a result, mankind didn't stand a chance of defending itself. At first, the humans were seen as a nuisance and were put to work as menial slaves. However, when the Skrulls noticed the humans penchant to mutate, all metahumans were gathered up to be used in a series of gladiatorial games, where various super-powered beings would be pitted against each other. When the Exiles arrived on this world, most of their numbers were captured by the Skrulls and forced to participate. However, the arrival of Galactus and his herald Terrax saw the Skrulls pack up their bags and make a run for it. The Exiles, along with Reed Richards, the freed slaves and the use of Skrull technology managed to defeat Galactus, putting T-Bird into a coma.

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