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Gwen Poole (Earth-TRN565)

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Gwen Poole lived in a universe not unlike ours, where all super-heroes and super-villains were fictional characters that manifested through comic books, video games, and movies, as well as other media.[1]

Through unrevealed means, she traveled to the Prime Marvel Universe, claiming to have hailed from "the real world." Unwilling to being relegated as an "extra," she went to Big Ronnie's Custom Battle Spandex and requested her own costume to stand out. The tailor Ronnie complied, but she also misread Gwen's form, and thought the young girl went by the alias of "Gwenpool."[2]

Gwen Poole (Earth-TRN565) Unbelievable Gwenpool Vol 1 6 001

Gwen Poole, in her home universe

Meeting Howard the Duck

One of Gwenpool's first misadventures involved her meeting Howard the Duck, who was coerced by the Black Cat into finding Gwen after she had stolen a virus from her and sold it to Hydra for quick cash, believing that the Avengers would simply deal with any sort of consequence. When Gwenpool tried to kill Howard to prevent the Black Cat from finding her, he made her see the error in her nonchalant attitude, which originated from Gwen undervaluing the lives of the inhabitants of the Marvel Universe, whom she believed were nothing more than fictional characters. In order to fix the problem she had caused, Gwenpool set out to retrieve the virus from a Hydra base.[2]

Gwenpool and Howard assaulted the Hydra base and retrieved a canister with the virus. When they were surrounded, she ingested it, believing it was the mumps, a virus she had been vaccinated from in her home reality. The virus started to mutate Gwen, but a Hydra agent provided her with the cure to avoid infecting the entire base. When Howard met up with the Black Cat to give her back the box that supposedly contained the virus, Gwen appeared disguised as a member of the organization that had sold the virus to the Black Cat, pretending to want it back. Using the money obtained from the transaction with Hydra, Gwen bought the box from the Black Cat, preventing her from discovering the box was empty.[3]

Gwen Poole (Earth-TRN565) from Unbelievable Gwenpool Vol 1 1 001


Agent of M.O.D.O.K.

In order to find an stable source of money, Gwen decided to become a mercenary, getting contract jobs from her tailor, Ronnie. One such mission involved assassinating a naga named Orto, which netted Gwen a large sum of money;[4] however, when she attempted to open a bank account, she was unable to do so due to lack of proper identification. The trip to the bank wasn't a total loss as she did meet Cecil, a hacker who helped her with future assignments.

After killing M.O.D.O.K.'s best agent and taking the credit for a job carried out by him, that involved killing several Teuthidans stationed on Earth, M.O.D.O.K. tracked Gwenpool down and murdered Cecil to coerce her into becoming his new henchman and an agent for his Mercenary Organization Dedicated Only to Killing,[5] whose primary members consisted of Batroc, Mega Tony, and Terrible Eye.

Her first mission consisted of abducting a black druid named Seed of Pain from NYPD custody in order to assassinate him. They were intercepted by Thor, who wanted to retrieve Seed of Pain to help an elf colony. Lacking any training whatsoever, Gwen was mostly useless in the fight, though she managed to distract Thor using her knowledge of the "real world," calling out to the hero by her real name, and distracting her long enough to fire a bazooka on Seed of Pain.[6]

Having caught notice of Gwen's lack of skills, Batroc confronted her, but decided to keep the situation a secret. With M.O.D.O.K. growing suspicious of Gwen's absolute lack of back records, which also prevented her from getting paid, she sought Doctor Strange's help. The sorcerer transplanted every trace of Gwen's existence from her home dimension to her new reality.[7] Even though Gwen now enjoyed the benefits of getting paid and Batroc's training, the appearance of her back records allowed M.O.D.O.K. to discover she was in fact a completely normal person with no real skills. M.O.D.O.K. confronted Gwen and tried to kill her for it, but with a mix of luck and Batroc's training, Gwen managed to fend off M.O.D.O.K., ultimately defeating him with the help of Cecil's ghost, whose presence was made possible in the land of the living with Doctor Strange's help as well.[8]

Unbelievable Gwenpool Vol 1 7 Textless

Head of M.O.D.O.K.

With M.O.D.O.K. gone, Gwen was appointed as the new representative for the team's client, and on the way to the client's home in Bay Ridge, Gwen came across Miles Morales on the subway, shocking him when she made it evident she knew his secret identity as Spider-Man. She claimed to have been gifted with knowledge from a dying Watcher to calm him down. On their way to Miles's school, they witnessed an explosion, and together helped evacuate the building.[9] Gwen decided to further help Miles solve the mystery of the arsonist, due to knowing the identity of the culprit because of having read comics featuring Miles back in her old universe. When they sneaked into the house of the arsonist, a classmate of Miles' named Damian, Gwen tried to kill him; however, Spider-Man stopped her and later webbed her up for the police, though Batroc and the other agents of M.O.D.O.K. promptly broke her out of jail.[1]

Gwen and the agents of M.O.D.O.K. were next targeted by the Teuthidans for the prior death of their agents. They managed to distract the aliens and escape, allowing Gwen to finally visit their client, a oddly normal man named Vincent, who referred jobs to M.O.D.O.K. in order to eliminate threats for the sake of his utopian vision of a mundane world. On her way back to the base, Gwen had to evade the combined forces of the Teuthidans and the NYPD, who had been coerced into helping them find her.[10] Back with her group, Gwen devised a plan to defeat the Teuthidans, which consisted on luring them to Times Square and violently deal with them while distracting the entire NYPD with countless false crime reports. Her plan was thwarted by none other than Vincent, who condemned the disregard for peace and order in Gwen's plan, and intended to hand her over to the aliens so they would leave the planet entirely, which he believed to be a much more peaceful option. Refusing, Gwen shot him in the face, revealing that he was in fact a Doombot.[11] Gwen tried to further retaliate against Vincent with no success, for which she was forced to retreat. Once back in their base, Gwen and Cecil were having trouble trying to make a new plan when they discovered a group of other grunt agents of M.O.D.O.K. living in the headquarters.[12]

Having rebranded the foot soldiers as the Poole Boys, Gwen travelled on M.O.D.O.K.'s mobile base to Vincent's neighborhood, Bay Ridge, where the Teuthidans held her friends captive. Using the base's arsenal, Gwen managed to take down most of the Teuthidan ships while the Poole Boys took down their soldiers. Gwen was forced to escape from the base once it began to collapse. Because the fall of the base threatened the house of two of Vincent's neighbors, Doonan halted its fall and diverted the massive structure to the remaining Teuthidans ships before it exploded, taking the aliens as well.

With their base and all of its equipment destroyed, their ties with their client surely cut, and the Poole Boys having being arrested by the police afterwards, Mega Tony, Terrible Eye and Batroc agreed to dissolve M.O.D.O.K., much to Gwen's dismay. Even Cecil left her, when he decided to temporarily return to his home town. Even though all her enterprise was no gone, Ronnie offered Gwen the chance to go back to taking jobs from her.[13]

Gwen Poole has little regard for any lives aside from her own, property damage, or anything that transpires that doesn't affect her directly. This is a consequence of Gwen presently inhabiting a universe she believes is entirely fictional, which she thinks is ruled by storytelling devices and tropes.[2]




Average Fighting Skill: With help from Batroc, Gwen acquired a few skills on hand-to-hand combat and the use of guns and swords.[8]




Guns, Swords, Explosives

  • As a big fan of the Marvel Comics, Gwen knew almost everything about the Marvel characters, including their secret identities.[7]
  • Back in her home universe, Gwen didn't read Deadpool's comics. She considered him to be "just a little too 'LOL memes'" for her taste.[14]
Deadpool's Secret Secret Wars Vol 1 2 Gwen Variant

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