Subject 89Q12 was an otter that was genetically and cybernetically augmented by High Evolutionary. Taking on the name Lylla, she was a member of Batch 89, along with Teefs, Floor and Rocket. Lylla believed that they would be allowed to reside on Counter-Earth only to be informed by Rocket that High Evolutionary intended to kill them all. After being freed by Rocket, she rejoiced before she was swiftly killed by High Evolutionary, much to the horror of Rocket, while Teefs and Floor are killed shortly after. Several years later, Rocket, nearing death, saw his three friends in a vision. In it, Lylla advised and motivated him to continue living before Rocket was resuscitated by the Guardians of the Galaxy.