Madame Masque
Real Name: Whitney Frost (also Countess Guiletta Nefaria)


Powers: Whitney Frost has no superhuman powers, but is a suburb martial artist and marksman. Her primary weapon in the past was a gun that could fire both ordinary bullets or sleeping gas. She has also employed powerful robots and other exotic weaponry.


History: Count Luchino Nefaria, the Italian nobleman who was once the most powerful figure in the international criminal organization known as the Maggia, had long dreamed of having a son who would serve as his successor. However, Nefaria's wife Renata died while giving birth to their only child, Giulietta. Since Giulietta would now have no mother to raise her, and since Nefaria wanted to give his daughter the respectability that he himself lacked, the Count ordered the wealthy Wall Street financier Byron Frost to raise her in America as his own daughter. Frost was employed by Nefaria at that time to divert his illegal gains into legitimate investments. Giulietta grew up under the name Whitney Frost, believing Byron Frost and his wife to be her true parents. Upon the death of Byron Frost, Count Nefaria revealed to Whitney that he was her real father, and that he intended to train her to be his successor as a Maggia leader. Shocked and distraught, Whitney refused to follow Nefaria's wishes, but the Count threatened to expose her true identity claiming that she would be ostracized by everyone who knew her as a result. Indeed, when Whitney sought help from her fiancée and told him the whole story, he deserted her, fearing that association with her would ruin his political career.

Nefaria trained Whitney in criminal strategy, managing underworld operations, and combat skills, all of which she mastered brilliantly. After Nefaria was finally imprisoned for capturing Washington D.C. through his advanced weaponry and holding it for ransom, his Maggia crime family organization, now based in New York City, chose Whitney as its new leader, or Big M in underworld slang. Whitney proved to be a dedicated and capable leader, but did not involve her organization in such areas of Maggia activity as the narcotics trade. However, she had adopted her father's ambition to accumulate enough power to be able to challenge governments through force, and, to this end, led a raid on Stark Industries headquarters on Long Island to capture highly advanced technological weaponry. The raid proved a fiasco, thanks to Stark's hero identity of Iron Man, and Whitney, her identity as Big M exposed, fled in a skycraft. The skycraft crashed, nearly killing Whitney, and causing chemicals on board to be released that scarred her face. She was found by agents of the power-hungry eccentric billionaire Mordecai Midas, who hired a surgeon to save her life. Midas employed Whitney as his principal criminal operative, and, out of his obsession with gold, had her conceal her damaged face behind a golden mask. She adopted the alias of Madame Masque.

Madame Masque despaired of ever being treated as a normal woman by a man until Midas' schemes once again brought her in contact with Anthony Stark, head of Stark Industries, who showed concern for her even after seeing her unmasked. Madame Masque thereupon rebelled against Midas to save Stark, but, unwilling to burden Stark with a relationship with a wanted criminal, she disappeared after getting him to safety. Eventually, her growing love for Stark led her to masquerade as his personal secretary Krissy Longfellow. Stark, as Iron Man, learned that Longfellow was Madame Masque when both once again encountered Midas. By this time Madame Masque had realized that Stark was Iron Man, and she and Stark had begun a romantic relationship.

As a result of an attempt to give himself superhuman powers, Count Nefaria rapidly aged into a feeble, wizened old man who had to be kept alive with special life support systems. Nefaria was put in the custody of the hero team Avengers, his most recent opponents, while they sought a cure for him. Madame Masque, believing that he was not receiving proper care at Avengers Mansion, had Nefaria's henchmen, the Ani-Men, break into the mansion and bring Nefaria to her. Nefaria demanded that the Ani-Men bring Anthony Stark to him so that he could be persuaded to find a cure for him. Madame Masque agreed very reluctantly, on the condition that Stark not be harmed. Nefaria accepted her terms, but had no intention of keeping his word. Stark, as Iron Man, ended up battling the Ani-Men in his own study. Madame Masque fled with Nefaria to one of Stark's laboratories where, heartbroken at having to choose between filial duty and her lover, she compromised by using a Jupiter Landing Vehicle to hold Iron Man at bay so that he could not recapture her father. Iron Man's battle against the vehicle caused it to fall so that not only did it sever part of Nefaria's life support system, but it also crushed Nefaria's body, seemingly killing him. Iron Man had not intended Nefaria's death, but Madame Masque was traumatized by witnessing what she thought was the accidental killing of her father through her lover's actions.

Still in love with Stark, but in anguish over her father's death, Whitney left Stark. She went insane, obsessed with paranoia that the men in her life always betray her. Whitney built and sequestered herself inside a giant refuge in a butte in the Nevada desert. There, she constructed cloned "bio-duplicates" of herself to send out into the world in her stead. These clones had certain shape-shifting abilities so no one could tell them from the real Madame Masque.

Presumably, it was a bio-duplicate of herself that reappeared as leader (now under the title "Director") of the Las Vegas-based Maggia, claiming to rejoin the Maggia in order to never put herself in a position of caring for anyone, and thus being hurt, again. By means of his duplicate, she sought to kill Iron Man for his role in her father's death, and has clashed with him since rejoining the Maggia.

At one point, Madame Masque allied herself with Obadiah Stane, another enemy of Stark's. Stane had the scientist Dr. Theron Atlanta transfer Madame Masque's mind into the body of Stark's former lover Bethany Cabe, and Cabe's mind into Madame Masque's body. Madame Masque nearly killed Stark, but was stopped by Cabe (in Masque's body). Stark used Atlanta's machine to reverse the mind exchange. However, Madame Masque, her mind restored to her true body, somehow escaped. (This Madame Masque has also been assumed to be a bio-duplicate.)

Over time, various bio-duplicates broke free, developing wills of their own, thinking they actually were the real Madame Masque. One such duplicate, calling herself simply "Masque," sought out Iron Man and his team, the Avengers. Masque aided the Avengers on a few cases and even earned the status of honorary membership. Whitney sent her foremost robotic servant, Benedict, to kidnap the duplicate and return her to the Nevada base. To throw the Avengers off, she had Benedict leak information to the Avengers regarding other Maggia families. Whitney also had to track down and kill up to three other independently acting duplicates.
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