It all started the same with Sentry coming down and devouring the heroes. But in this universe its different not all of the heroes were infected some of them started to catch on. There are more survivors now then in Earth-2149, but some good hearted heroes still tried to help, Spider-Man, Colonel America, Cyclops and so on. Rouge is just wondering into the nightmare that is this new world. To her everyone is a zombie, but she doesn't know about the survivors.