Zemo's counterpart. Zemo then killed the Counter-Earth version of his father. Soon after, the Thunderbolts stopped the Nazi Germany of Counter-Earth from taking control of all of Counter-Earth's computers. Zemo convinced the team to remain and help rebuild Counter-Earth. The team reluctantly agreed and based themselves in the mobile Counter-Earth Attilan. Then, Moonstone stole the mentally unstable Phantom Eagle's moonstone for herself, boosting her powers to godlike levels. Back on Earth-616, many things happened. Hawkeye escaped from prison alongside several supervillains just as S.H.I.E.L.D. contacted him with an offer to be freed from prison. Industrialist Justin Hammer died. His daughter Justine (the Crimson Cowl) discovered her father had exposed every supervillain he ever employed to a poison that enslaved their minds. This included members of the Crimson Cowl's Masters of Evil. However, the villain Plantman had helped create the poison and was the only one who could activate it. With the telepathic terrorist Mentallo serving as a middleman, Hawkeye tried to help Plantman in order to give him to Crimson Cowl. During the escape, Hawkeye watched helplessly as Plantman murdered a prison guard. Before Crimson Cowl could kill Hawkeye or take Plantman, they were rescued by Songbird. Hawkeye and Songbird then formed a second group of Thunderbolts. He explained to the Crimson Cowl's Masters of Evil that if the Crimson Cowl was not stopped, they would all become her slaves. Plantman, using the codename Blackheath, was their first new member. Most of the members of Crimson Cowl's Masters of Evil also joined, including: Cardinal (now Harrier); Gypsy Moth (now Skein); Man-Killer (now Amazon); and Cyclone, who did not change his codename. These new Thunderbolts were eventually captured by the Crimson Cowl (who was helped by Cyclone). Crimson Cowl vivisected Plantman. Soon after, Plantman mutated into a plant creature that neutralized the mind-control poison. The group was then sent to the V-Battalion's base. The Counter-Earth group returned to Earth at the V-Battalion base through a rift in space. The new and old teammates were reunited. Jolt stayed on Counter-Earth and joined the Young Allies. Closing the rift between Earth and Counter-Earth destroyed the V-Battalion's base. In the aftermath, Atlas and Dallas were split into separate bodies, with Dallas retaining the remainder of Atlas' ionic power, allowing her to walk again with enhanced agility and strength. Zemo convinced Hawkeye that he wanted to reform and help the world instead of ruling it.