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] Gwen could not finish high school, saw her friends leave, and eventually had difficulty getting a job, leading her to seek escapism in video games and comics as she became lazy and apathetic, to the chagrin of her parents. [2]

Through unrevealed means, she traveled to the Prime Marvel Universe shortly after the Secret Wars, 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."[3]

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.[3]

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.[4]

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;[5] 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,[6] 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.[7]

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.[8] 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.[9]

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.[10] 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.[11] 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.[12] 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.[13]

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.[14]

Despite having no superpowers and almost no real combat ability, Gwenpool was at one point identified by Allene Green, an evil clone of Squirrel Girl, as one of 151 super-powered humans who could conceivably stand against her. Gwen was attacked and easily defeated by Allene, and was then imprisoned in the Negative Zone along with all the rest of the heroes and villains of Earth. After being rescued by the real Squirrel Girl, Gwen joined the rest of Earth's heroes in attacking and finally overpowering Allene.[15]

Civil War II

During the events of the second superhuman civil war Gwen temporarily relocated to rural Georgia to avoid the conflict entirely, convinced that her status as a “D-list character” would make her an easy target to be killed as part of what she viewed as a comic book event storyline. While there, she accepted a job to track down and capture an alien fugitive known as Chammy, who was attempting to steal a shipment of talcum powder to fuel his ship to escape earth. This brought her into conflict with Rocket Raccoon and Groot, who were also in Georgia tracking down Chammy based on a vision from Ulysses. After initially fighting with them over the right to capture Chammy, Gwen offered to team up with Rocket and Groot to bring him in, provided she be allowed to collect the bounty.[16]

Eventually it was revealed that the bounty on Chammy was set by the alien criminal Reeve who wanted the equation for a power-nullifying formula which was stored inside Chammy’s memories as part of a plot to assassinate Captain Marvel. After Reeve reneged on the bounty and escaped to New York, Rocket, Groot and Chammy wanted to chase after him to save Captain Marvel’s life. Gwen refused to help at first, under the logic that Captain Marvel was one of most important “characters” in the current civil war “story” and that whatever writer was stuck writing a comic about a talking tree and raccoon would not be allowed to “kill her off.” However, after coincidentally running into Kitty Pryde, Gwen fell under the (mistaken) impression that the comic she was currently in was being written by Brian Michael Bendis, a “big-deal comic book writer” who would have the authority to kill Captain Marvel. Convinced that Captain Marvel’s life was actually in danger, Gwen accompanied the team back to New York and successfully prevented Reeve from killing her.[17]


Without a team, Gwen decided to join the Champions. [18] She arrived in Daly County, where the Champions assisted the Police Department while entering a confrontation with Sheriff Studdard, and jumped at Nova, telling him to leave the area as a police cruiser she triggered to explode blew up, which was taken as a cue for the team and Gwenpool to flee the scene. Gwen later tried to defend her actions saying a corrupt police is always due to villains using mind control or mind-a, and Viv agreed she was right, though it wasn't poison in the air, rather it was hate.

Later that night, the Champions stopped more hate crimes and decided their best action was to confront Deputy Sims regarding his failure to stand up to Sheriff Studdard. Sims promised the teens that Studdard would be prosecuted, but not until after things had cooled down due to his overwhelming popularity with their constituents. The team retreated to the roof, where they tried to concoct a plan, but none of them worked without them punching down against unpowered citizens, something they now refused to take part in. After Studdard dressed down Sims for having allowed the Champions to stay in Daly County, the Deputy changed his mind and addressed the voters concerning the reality that it was the Sheriff who had been facilitating the recent wave of xenophobic violence towards minorities. Annoyed that it wasn't secretly a plot by some well known villain after all, Gwenpool promptly left.[19]

Getting the team back together

Gwen got sadder and more death-seeking, even accepting a mission to travel to an upstate New York village to kill a vampire. The village turned out to be a village of the dead, where the necromancing mayor returned everyone who had died decades prior to life as skeletons and zombies, and the vampire was a dhampir - Blade, who Gwen had to convince not to slaughter everyone (but still called back as she found out the descendants of the dead were having their lifeforce drained). [20]

Gwenpool and the rest of the M.O.D.O.K. team were eventually reunited as Arcade kidnapped them and put them in a Murderworld shaped like an RPG dungeon. They eventually came across the dungeon's boss, an "Unkillable Beast" - Deadpool, who Gwen was unfamiliar with ("I don't read Deadpool. He's too 'lol memes' for me") and managed to pin down with teamwork. Deadpool attempted to kill her as he found out Gwen also had fourth wall powers, but was convinced to instead join her as she questioned why such a popular character was reduced to playing by Arcade's rules. After breaking out of the Murderworld, which was on Staten Island, Gwen arranged for Mega Tony to get a job at Parker Industries, and travelled to West Virginia to rescue Cecil's ghost, by knocking out the mob - led by Cecil's own father - that wanted to exorcise him.[21]

Reviving Cecil

Terrible Eye found out about a gem that could help Cecil get a physical body back that was in the hands of Dwarves, and even discovered a bathtub portal that would lead to it. Gwen eagerly jumped in - not knowing the other side led to the trunk of the Hell Charger, as Ghost Rider attacked the Dwarves' Griffith Park mansion in Los Angeles. There Gwen wound up teaming up with Hawkeye, who had been tracking down the Dwarves and was surprised by the arrival of Ghost Rider. Cecil entered the gem, which Ghost Rider took away before the LAPD arrived.[22] Following Gwen's instructions, they went to Lincoln High School and recovered the gem, only for the Dwarves to steal it in a drive-by. Robbie then turned into Ghost Rider and gave chase, bringing Hawkeye and Gwen along for the ride. Once they get to the Dwarves' hideout at the Port of Los Angeles, the Dwarves decided to fight back by releasing a beast which they hoped to transfer the soul of Glindlefit into. Gwen retrieved the gem, and Cecil asked to possess the beast to guarantee she would not be killed. Seeing their plans foiled, the Dwarves gave up and return to Nidavellir. Seeing her friend content with being alive again, Gwen decided to visit Earth-616's equivalent of her family. She was greeted by her brother, Teddy,[23] who was revealed to be the one from her reality, there to bring her back home.

Back to reality

Inside the Primer Marvel Universe version of her family residence in Park Slope, Brooklyn there was a portal that brought them back to their home universe, with no memories of her time as Gwenpool. She resumed her previous life while her brother attempted to prevent the events that led to her entering the Prime Marvel Universe. Eventually, Gwen ended up back at the same place and time as when she left her universe, the allure of an exciting escapist universe to replace her dull, unfulfilling life being too great to resist. After one last plea from Teddy, Gwen chose not to go through the portal and her story seemingly came to an end; however, after breaking the fourth wall to address the readers on the letter column page, Gwen once again became aware that she was in a comic book and the story resumed. Back in the lab, Gwen realized that she was now able to not only see the narration lettering from the previous page that read "The End", but also to physically pick it up and remove it, causing it to be replaced by new lettering that read "To Be Continued...", that startled her into dropping "The End", which shattered on the floor.[2]

Secret Empire

During the Hydra takeover of the United States, Gwen was captured and forced to spread Hydra propaganda on television, using her persona as a plucky new superhero. [24]

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.[3]


Gwen tends to make friends despite her tendency to casually murder people and has contacts with both heroes and villains including Howard the Duck, Doctor Strange, some of MODOK's former henchmen, Blade, Deadpool, Rocket Raccoon and Groot (who she refers to as Squirrel and Tree), and the superhero costume tailor Ronnie. She was refused entry into the Champions, but has Miles Morales on speed dial and may be able to call them for help - provided they are near a phone and available. She has repeatedly assumed that superheroes were available to help her with her messes only to find that they were off planet or otherwise unavailable. Possibly because they have caller ID. Many are annoyed by her "this is a comic book" mentality, which is only made worse by the fact that they can't prove her wrong, as well as her lack of empathy for everyone who thinks the world is real.

Friendly nature aside, though when establishing her identity she has shown no interest in returning to her original world and in fact knowingly allowed Doctor Strange to cast a spell that would establish her ID in the Marvel Universe, but make it so that those who knew her in her original world would mostly forget about her. It is uncertain whether this is because her parents were disappointed in her (she does seem to have spent her life on comics, games, movies, and so on...) or merely because she knows that, like her friend Howard the Duck, once you're in the Marvel Universe getting back to your original is likely impossible, possible only for a temporary time, or a good way to drag all the super-villains and enemies she's made into a world unable to cope.

Gwen had been shown to have mild crushes on both Spider-Man (Miles Morales... until he punched her in the face and left her to be arrested) and Doctor Strange, but no concrete romantic interests.

People Who Believe Her

Gwen has stated in a fourth wall break (which may have only happened in her head) that while she can and does work alone she prefers to work with other characters. Probably because her "I'm in a comic" thing only works if there's someone around to tell and prove it to by revealing information about other marvel residents, or because it's funnier if people think she's crazy but cannot prove it while the reader knows she's right. Like when Deadpool or She-Hulk break the fourth wall. Something Gwen likes to do even though she, like most Marvel characters, cannot actually see it and just assumes someone is reading as she explains things or makes jokes to apparently thin air. So far she is known as "The Unbelievable" Gwenpool mostly because very few people, including close friends and people who have seen her demonstrate her "luck", believe she is from another universe, let alone that she has been sucked into a comic book universe. So here is a brief list of the people she has managed to convince and how.

Howard the Duck (Who is also from another universe)

Doctor Strange (Who saw her universe and helped erase her from her old one to establish her identity in Marvel)

Santa Claus (Omniscient)

Batroc the Leaper (Still a little on the fence)

Mega Tony (Desperate from being attacked by Deadpool)

Deadpool (Totally believed her/broke her fourth wall stuff and used it against her/teamed up with her)

Vincent Doonan (Doombot turned superhero/philanthropist obsessed with "normalcy" like Gwen's homeworld.)


Plot Armor: Gwen is able to leverage her position as a main character in a comic book to her advantage. She regularly throws herself into and escapes dangerous situations that would ordinarily be impossible to survive, and performs feats that a person of her strength and skill could otherwise never achieve, owing to the fact that “the writer” will ensure that she prevails no matter what.

Medium Interaction: Gwen has gained the ability to recognize and manipulate the artistic medium in which she dwells. She can see and physically interact with lettering and caption boxes, transport objects short distances through space and time by moving them across panels, touch and even break through panel gutters, allowing her to interact with different instances of herself from multiple panels on the same page. [25]


Average Fighting Skill: With help from Batroc, Gwen acquired a few skills on hand-to-hand combat and the use of guns and swords.[9]

Medium Awareness: For being an exile of a world where Marvel comics were fictional, Gwen is aware that she is inhabiting a comic book, and is able to break the fourth wall. Her knowledge of the Earth-616 world even led to confrontations when she referred to heroes by their secret identities.

Strategist: Gwen was able to devise a plan to release the M.O.D.O.K. team and defeat the Teuthidans all at once. [14] Her experiences with video games made her able to defeat a Sentinel as she recognized the attack pattern was the same from the X-Men arcade game,[7] and Gwen used her knowledge of RPGs such as The Elder Scrolls to traverse the Murderworld shaped like a dungeon.[26]



  • Gwenpool's Motorcycle
  • Police Car: A vehicle provided to Gwen by an officer who decided to let her and Cecil go after the bank arrest.


Guns, Swords, Explosives

  • As a big fan of the Marvel Comics, Gwen knew almost everything about the Marvel characters, including their secret identities.[8]
  • 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.[27]
Deadpool's Secret Secret Wars Vol 1 2 Gwen Variant

Discover and Discuss


  1. 1.0 1.1 Unbelievable Gwenpool #6
  2. 2.0 2.1 Unbelievable Gwenpool #16
  3. 3.0 3.1 3.2 Howard the Duck Vol 6 #2
  4. Howard the Duck Vol 6 #3
  5. Gwenpool Special #1
  6. Unbelievable Gwenpool #1
  7. 7.0 7.1 Unbelievable Gwenpool #2
  8. 8.0 8.1 Unbelievable Gwenpool #3
  9. 9.0 9.1 Unbelievable Gwenpool #4
  10. Unbelievable Gwenpool #5
  11. Unbelievable Gwenpool #7
  12. Unbelievable Gwenpool #8
  13. Unbelievable Gwenpool #9
  14. 14.0 14.1 Unbelievable Gwenpool #10
  15. Unbeatable Squirrel Girl Beats Up the Marvel Universe! #1
  16. Rocket Raccoon and Groot #8
  17. Rocket Raccoon and Groot #10
  18. Champions #4
  19. Champions Vol 2 #5
  20. Unbelievable Gwenpool #11
  21. Unbelievable Gwenpool #12-13
  22. Unbelievable Gwenpool #14
  23. Unbelievable Gwenpool #15
  24. Secret Empire: Brave New World #1
  25. Unbelievable Gwenpool #17
  26. Unbelievable Gwenpool #12-3
  27. Unbelievable Gwenpool #13

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