This version of Nick Fury existed on an alternate Earth that resulted after the defeat of the villain Onslaught in a pocket dimension created by Franklin Richards. Here Fury is imprisoned on the helicarrier while an LMD of him wrecks havoc as leader of the Sons of the Serpent. The Bucky of this world freed him from his prison on the carrier and he destroys his LMD gone rogue. Although the rogue was responsible for many of the manipulations of Captain America, the real Fury apparently was complicent with the operation to freeze and thaw out Cap over the years, including this last time.

Fury and SHIELD played a crucial role in dealing with the threat of Galactus and helped rally and coordinate with the heroes of this Earth. Eventually Fury gave his life by crashing the helicarrier into Galactacu's ship. Subsequently this world came into its own, orbiting the other side of our sun and came to be known as Counter-Earth. Ravaged by cosmic catastrophe, it was ruled briefly by Doctor Doom.