When the Fantastic Four and the Avengers sacrificed their lives to destroy Onslaught, Franklin Richards, the son of the FF's Mr. Fantastic and Invisible Woman subconsciously created a pocket universe to save their lives. There they spent an entire year reliving living new lives "reborn" into a reality where they recently gained their abilities that vaguely mirror how they gained their powers originally.

In this new universe, Franklin created populated universe, including recreations of many of these heroes allies and foes. Among these creations was one based on Iron Man's most deadly foe, the Mandarin.

On Counter-Earth however, the Mandarin is secretly a robot that was constructed by Dr. Doom to act as his puppet controlling the Hydra terrorist organization.

The Mandarin would never involve himself directly in Hydra's operations, instead sending his second in command Madame Hydra to do his dirty work. His first recorded appearance was in punishing Madame Hydra for her continued failures in terrorizing Tony Stark (secretly the hero Iron Man).

When Iron Man and his friend Conner "Rebel" O'Reilly would storm Hydra's base, the Mandarin would participate in the counter attack. Having switched armors, Iron Man (in Rebel's suit of armor) would attempt to force Madame Hydra to call her men off. The Mandarin would instead use his power rings to kill her.

Rebel (in Iron Man's Prometheum Armor) would then battle the Mandarin. The fight would end with the Mandarin being destroyed (revealing that he was a robot) and the death of Rebel.

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