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 The Watcher, the cosmic being who is a sometime ally of the Fantastic Four charged by his race to observe the Earth.

The Watcher of Counter-Earth's past remains unrevealed, however his origins are likely similar to his Earth-616 counterpart. He would however, take a very different approach to interfering in the lives of the heroes of Franklin's Counter-Earth. In his first recorded appearance, the Watcher would prevent the Fantastic Four from being attacked by the Negative Zone ruler Blastaar. He would then give them glimpses of their past lives: showing Mr. Fantastic a time when the Fantastic Four were at odds with the mutant X-Men, Invisible Woman glimpses of her son Franklin Richards, and the Human Torch his wedding with "Alicia Masters" (really the shape shifting Skrull Lyja). This in turn would be an attempt by the Watcher to remind them of who they were in their past lives in order to get them to prevent future peril to the universe. The Watcher was likely aware that the Celestials would eventually come to destroy Counter-Earth.

When the Watcher became aware that Galactus indented to destroy Counter-Earth, he would warn Tony Stark of the coming of Galactus. Although he was not present during the battle with Galactus, he certainly watched over it's final outcome.

Sometime later, the Watcher would become a target of the insane Swordsman who would adopt the identity of Deadpool and fly nuclear missiles at the moon aimed directly at the Watcher's citadel. THe explosion would cause a rift in the Counter-Earth universe. The ultimate fate of the Watcher remains unrevealed, as it seems unlikely that he could be easily destroyed by a nuclear weapons.

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