The High Evolutionary, disillusioned with the state of Earth, uses his advanced technology to create Counter-Earth, a perfect duplicate placed on the opposite side of the sun, hidden from Earth's view. He intends for it to be a model society, evolving along a more virtuous path.

The High Evolutionary seeds Counter-Earth with life, including duplicates of Earth's inhabitants. However, he intervenes in their development, attempting to guide them towards his idealized vision of progress and morality.

Despite the High Evolutionary's best intentions, Counter-Earth develops problems, with the Man-Beast playing a major role in its demise. Conflict and corruption arise, challenging his utopian vision. He struggles to maintain control and guide its evolution as he intends.

Characters from Earth, such as Spider-Man, and the Hulk, encounter Counter-Earth and its inhabitants, often interfering with the High Evolutionary's plans and exposing the flaws in his methods. These interactions highlight the ethical complexities of his interventions.

Counter-Earth is destroyed at one point, usually due to the machinations of villains like the Man-Beast. The High Evolutionary often attempts to recreate or modify Counter-Earth, learning from his past mistakes (though often repeating them).