Whitney FrostMadame Masque

Madame Masque lives up to her father’s nefarious name by leading the Maggia crime family and setting her sights on untapped criminal enterprises, though her teetering sanity sometimes gets in her way.

Nefarious Crime Lord

Born into and scarred by a world of crime, the woman who becomes Madame Masque is the daughter of wealthy Italian nobleman Count Luchino Nefaria, AKA Count Nefaria, a ruthless megalomaniac, who leads a double life as leader of a major Maggia crime family. 

Nefaria, however, desires a male heir, but his wife Renata dies giving birth to their only child, their daughter Giulietta. Resolving to protect the child from his enemies and shield her from learning of his criminal empire, Nefaria placed her in the care of Byron Frost, an American financier heavily involved with the Maggia, and he has Frost raise her as his own adopted daughter, Whitney. Blissfully ignorant of her true parentage, Whitney enjoys a privileged, problem-free childhood and young adulthood: spoiled by her indulgent father, attending all the best schools, growing up to be a celebrated international party girl, and ultimately becoming engaged to wealthy, influential and politically ambitious lawyer Roger Vane. 

Her perfect life falls to pieces, however, when Byron Frost dies and Count Nefaria approaches her. Whitney is shocked to learn that her adoptive father Byron had laundered money for the Maggia, and she is horrified by the revelation that crime lord Nefaria was her true father. When Nefaria invites her to join his Maggia crime family and train to become his successor, she refuses; however, Nefaria threatens to expose her newfound criminal ties to the world, and warns that her wealthy society friends would abandon her quickly. When she shares her family secrets with her fiancé, Vane abandons her for fear of scandal, proving Nefaria’s point. Losing all hope of a normal life, a broken Whitney joins her father’s organization, channeling her bitterness and disappointment into an obsessive training regimen. She soon becomes Nefaria’s second-in-command, and takes over as Maggia leader when Nefaria goes to prison.

No Masking Her Capabilities

Highly athletic, Frost is a formidable martial artist, markswoman, disguise artist and actress. Despite her mental and emotional instability, Frost is also a capable leader, organizer and criminal strategist, well-versed in the use of various exotic technologies. Her mind is artificially shielded from most forms of telepathy or mental tampering. She sometimes wears lightweight form-fitting body armor and constantly wears a golden metal mask over her scarred face. 

She carries various conventional handguns, notably the Wildey .475 Magnum revolver, as well as more specialized weapons, such as concussive energy blasters and sleep gas guns. Thanks to Nefaria and Maggia resources, Frost has access to an arsenal of specialized high-tech equipment over the years, notably modified Dreadnought robots adapted from stolen Hydra designs; her former desert base’s “inner guard” of combat-ready robots, including Benedict, Brutus, Fawkes, Hiss, Monmouth, Quisling and Wilkes; and assorted exotic vehicles, such as her former submarine headquarters.

Frost also has access to cloning technology like the Life Model Decoys, often referred to as bio-duplicates, and uses robotics stolen from Stark Industries and Hydra to create them. These bio-duplicates are nearly identical to her, but sometimes have their own personality traits.

The bio-duplicate “Masque” seems to share all the physical abilities and combat skills of Frost, as well as much of Frost’s memories. She is also a shape-shifter, who can perfectly mimic other people, especially persons of significance to the people in her general vicinity. Empathic and slightly telepathic, Masque can sense the emotions and thoughts of others. She usually carries several hand weapons, notably miscellaneous energy blasters and her trademark taser pistol.

Friend or Foe

Frost allies with her true father, Count Nefaria, by joining his criminal organization, but it’s only after she’s rejected by her fiancé when he discovers her parentage. Frost will often come to her father’s aid, but she ultimately turns on him when he shows her no remorse.

Frost’s ambitions in the criminal underworld make her many enemies, but occasionally she aligns with some heroes, whether she falls in love with them or it serves her own ends. While siphoning secrets from her target, S.H.I.E.L.D agent Jasper Sitwell, she allows her love for him to affect her plans. Though they reside on different sides, they ultimately protect one another.

When her face becomes disfigured, Frost works for the gold-obsessed criminal Mordecai Midas. Though she ultimately betrays him when her oft enemy Tony Stark, AKA Iron Man, shows her affection despite her disfigurement. Her relationship with Stark grows romantically, but she ultimately double crosses him when her father’s life ends up on the line, and holds a grudge against him. Despite how Stark feels about her, he becomes Frost’s greatest adversary.

When all the men in her life fail her, it affects her mental health and she becomes paranoid. She sets out to protect herself from her enemies by sending out bio-duplicates of herself—shape-shifting constructs that no one could sense the difference. But even some of them betrayed her, including one who shows more heroic qualities than Frost, and ends up working with her enemies, the Avengers.

One of her more consistent foes is the young hero Kate Bishop, AKA Hawkeye, who often gets in the way of Frost’s schemes. Frost takes her revenge by impersonating Kate in Kate's cloned body, and even acts like a hero.

A History Unmasked

As shadowy new Maggia boss “Big M,” Frost supervised a seagoing gambling business from her high-tech submarine headquarters, hiring super-criminal Mark Scarlotti, AKA Whiplash, as an enforcer. Coveting the weapons technology of wealthy inventor Anthony Stark, Big M coerced Stark’s corrupt cousin Morgan into helping the Maggia abduct Tony Stark’s super-armored bodyguard, Iron Man (secretly Tony Stark himself), who escaped after Big M’s gambling cruise ship and submarine headquarters were attacked, looted, and sunk by Advanced Idea Mechanics (A.I.M.) terrorists. Frost herself was rescued from the sinking ship by eager young S.H.I.E.L.D. intelligence agent Jasper Sitwell, who was then assigned to oversee security at Tony Stark’s corporation. Frost had originally planned to seduce Stark, but soon began romancing Jasper instead, seeking security secrets. To her dismay, however, Frost began genuinely falling in love with Sitwell and she put off her theft plans, not wanting to betray him if she could avoid it. This resulted in leadership challenges from impatient subordinates, notably Melvin Potter, AKA Gladiator, who finally pressured her into leading a raid on Stark’s facility. Sitwell’s security team was waiting to ambush them, Jasper having become suspicious of Whitney’s motives by now, but the couple’s feelings for each other skewed the ensuing battle. Whitney protected Sitwell from Gladiator during the fight, and Sitwell could not bring himself to shoot Frost as she escaped. 

Frost’s escape craft crashed, and burning chemicals horribly disfigured her face before she was freed from the wreckage by agents of wealthy, gold-obsessed criminal Mordecai Midas. Hiding her ravaged features behind a golden mask, Frost became Midas’ chief field operative as Madame Masque and participated in his first plot against Tony Stark; however, Stark’s kindness to her and his genuine romantic interest in her despite her disfigurement turned Frost against Midas. She helped Stark escape Midas’ clutches, deserting her employer. 

Later, when she was menaced by mad scientist Dr. Vryolak and his monstrous son Miklos the Minotaur, Iron Man and Jasper Sitwell rescued her. Torn between Stark and Sitwell, Frost realized she still loved Jasper after he was injured in action. After battling Spymaster and the Zodiac crime cartel alongside Iron Man, Daredevil, and Nick Fury, a confused Whitney sought romantic advice from Iron Man, who demurred. 

Frost soon found a way to stay close to her two love interests while she figured out her life. Adopting a new identity as Krissy Longfellow, she became Tony Stark’s secretary, bringing her back into contact with both Stark and Sitwell. Falling deeply in love with Stark, “Krissy” was eventually exposed as Madame Masque. She and Stark became lovers regardless, and Stark even shared the secret of his Iron Man identity with her. When Midas staged an illegal takeover of Stark International, Frost and Stark teamed with Sitwell, Paul Spade, AKA Jack of Hearts, Michael O’Brien, AKA Guardsman, Brian DeWolff, AKA Wraith, Jean DeWolff, and Eddie March to thwart Midas’ scheme. 

Frost later oversaw reconstruction and crisis management at Stark International in Stark’s absence, but her relationship with Stark soon came to an abrupt and tragic end. When her father Nefaria began aging rapidly as a side-effect of a process that gave him superhuman powers, Whitney reluctantly helped her father and his Ani-Men enforcers ambush Stark as part of a plan to rejuvenate the dying Nefaria with Stark technology. Stark opposed them as Iron Man, and Nefaria was seemingly killed in the ensuing battle. 

Feeling betrayed by everyone she had ever loved, an increasingly bitter and paranoid Whitney went deep into hiding, resuming her Maggia leadership and operating out of a hidden desert base near Las Vegas. The newly reclusive Frost worked almost exclusively through surrogates for years, even producing bio-duplicates (clones) of herself to act in her stead as Madame Masque in the outside world, clones which came into occasional conflict with Iron Man and other adventurers. If and when a Madame Masque clone became erratic, unreliable or rebellious, Frost would have her killed and replaced with a new clone. As Madame Masque, Frost’s first known bio-duplicate clashed with Iron Man and Stark’s new girlfriend Bethany Cabe, then became allied and romantically involved with Stark’s enemy Obadiah Stane, AKA Iron Monger, who had the clone’s mind transferred into Bethany Cabe’s body by Dr. Theron Atlanta, placing Cabe’s mind in the clone’s body. After Stane’s defeat and suicide, the Cabe/Masque body switch was exposed and both women were returned to their proper bodies. That clone was later slain and replaced by a second bio-duplicate, who clashed with Hydra, A.I.M., Iron Man and Bruce Banner, AKA Hulk, at one time or another. 

One of Frost’s bio-duplicates, later known simply as Masque, escaped Frost’s lair before her mental and physical conditioning was complete. Malleable and unstable, Masque became an empathic, shape-shifting adventurer and began working with the heroic Avengers, drawn to them by her inherited impressions of Frost’s long-ago love for Iron Man. Masque assisted the team in several adventures, becoming an honorary member of the group, though team leader Natasha Romanoff, AKA Black Widow, never fully trusted her. Frost, wrongly assuming that Masque might betray her to her enemies, sent her robotic aide Benedict to abduct Masque from Avengers Mansion, leaving behind a data disc containing extensive intelligence on rival Maggia crime families in hopes that the Avengers would pursue those groups and leave Frost’s operation alone. The recaptured Masque tried repeatedly to convince Frost that Iron Man and the Avengers were benevolent and that she should reach out to Stark again, but the fearful Frost refused.

By this time, the outside world believed Frost to be long dead, one of her clones having turned up deceased; however, as more dead clones surfaced, Stark and others began to suspect the real Frost was still alive. Meanwhile, her father Nefaria, resurrected as an ionic super-being, sought to consolidate the Maggia crime families under his leadership (with Eric Williams, AKA Grim Reaper, acting as his lieutenant) and tried to force Whitney to return to his service, all as part of a larger scheme to enslave the entire world using ionic radiation. After Nefaria destroyed her hidden base, Madame Masque reluctantly worked with the Avengers and the reformed super-criminals, the Thunderbolts, against her father, but secretly planned to betray and destroy both sides. Her bio-duplicate Masque, unable to convince Frost she should side with the heroes, joined the battle in Frost’s place. Nefaria promptly slew the courageous bio-duplicate, thinking she was his daughter. Shocked to her senses by her double’s sacrifice, Madame Masque joined the fight and played a key role in Nefaria’s defeat. Deciding to give up crime, Frost was offered Thunderbolts membership, but she declined, departing alone to consider her future. 

Eventually drifting back into crime, Madame Masque’s bid on a Deathlok cyborg was interrupted by the demonic-powered Parker Robbins, AKA Hood, who sought to organize super-criminal activity under his leadership. Joining the Hood’s gang, Madame Masque became one of his most trusted lieutenants and eventually, his lover. While with the Hood’s gang, she repeatedly battled Luke Cage’s outlaw Avengers and when alien Skrull subversives tried to infiltrate the gang by abducting and replacing her, the Hood thwarted their plan by rescuing the real Madame Masque. Later, the Hood, Whitney and his gang aided various heroes in defeating the larger Skrull invasion force, making Earth safe for criminal enterprise again. Shortly thereafter, when the Hood’s demonic benefactor began to control him, Madame Masque remained by his side during the removal of his demonic abilities and subsequent re-powering by the Asgardian Norn Stones. 

While Tony Stark was a fugitive from Norman Osborn, AKA Green Goblin, Whitney made two attempts on his life, once enlisting the Ghost as her agent, but Tony endured her efforts. After powering up Madame Masque and his gang during Norman Osborn’s Asgardian siege, the Hood’s powers were removed when the Asgardian god of mischief Loki Laufeyson, AKA Loki, used them to aid in Osborn’s defeat. In the siege’s aftermath, Whitney convinced the Hood to seek out new powers from Count Nefaria, who was defeated by the Avengers. Nefaria, Hood and Madame Masque were all arrested.

She soon escaped incarceration and re-connected with the Hood when he attempted to collect the Infinity Stones. In possession of the Reality Gem, he restored Frost’s face to what it was before she was scarred. 

Frost soon helped her father who had been injured by cloaked avenger Marc Spector, AKA Moon Knight. Though she suffered defeat at the hands of the Fist of Khonshu. She also faced Kate Bishop, AKA Hawkeye, in Madripoor when seeking a videotape that allegedly incriminated her mentor, Clint Barton, AKA Hawkeye, with the assassination of one of the world’s most wanted criminal terrorists. Though Frost lost the tape to her own misfire while battling the pair of Hawkeyes and the heroes escaped her clutches as well.

Frost followed Kate to Los Angeles and when Kate’s hotel stay went awry, just as Frost planned, Frost posted as Kate’s friend and offered her a place to stay. However, Kate suspected she was Madame Masque and destroyed her home, escaping her grasp again. Frost vowed to kill Kate. She soon followed through and in return for Kate’s hospitality, Frost burned Kate’s house down. She also killed one of Kate’s allies, Harold H. Harold, and framed Kate for it. Though Kate got the best of her again when she revealed her Life Model Decoy operation in LA for the wealthy, leading to her arrest. At one point, Frost joined Baron Helmut Zemo as his right hand in the Shadow Council’s Masters of Evil.

Realizing she couldn’t beat her adversary Iron Man, Frost turned to sorcery and started stealing magical objects that endowed her with abilities. When she sought out Victor Von Doom, AKA Doctor Doom’s Wand of Watoomb, on the word of an ex-Hydra assassin, she discovered it was a fake and retaliated, killing her informant in their hotel room. Tony Stark confronted Frost and she attempted to kill him with a magical energy source emanating from her hand. Though his armor exploded, Stark was able to defend himself against Frost’s magical attacks until she teleported away. Frost soon got caught by Iron Man and his new unlikely ally, Doctor Doom, at Mary Jane Watson’s new club Jackpot in Chicago, and MJ was not having it. She struck Frost from behind with a mic stand, knocking her mask off to reveal Frost was possessed by a demon, hence her sudden magical prowess. Stark transferred his armor to Frost to control her, allowing Doom to cast out the demon. Suddenly the Sorcerer Supreme Dr. Stephen Strange, AKA Doctor Strange, appeared to address the demonic forces. He took Frost away to metaphysically fix her and afterward handed her over to S.H.I.E.L.D to be detained. 

Of course, Frost escaped and captured her enemy Kate Bishop, the newer Hawkeye. While she kept Kate locked up, Frost gallivanted around in a “Kate Bishop” clone body and played at being a hero. Frost eventually teamed up with Eden Vale, who could pull anyone out of the past and into the present, and who wanted Clint dead for the death of her daughter during a Hydra takeover. When their Super Villain team-up led to the almost death of a young girl, Kate pleaded with Eden and warned her that Frost was manipulating her. Frost, in turn, offered to bring back Eden’s daughter, but when Kate interrupted them Frost pulled a gun on the young Hawkeye only to be shot with an arrow by the elder Hawkeye. Escaping by the skin of her teeth, she met up with her employer, Eleanor Bishop—Kate’s believed-to-be-dead mother, who ordered her out of Kate’s cloned body. Frost agreed as the body had not developed powers to her disappointment. 

Frost later saw a business opportunity in selling mass-produced magical weapons. She set up a manufacturing system and killed the dwarf Eoffren all to steal his keys to a magical forge, the Sanctum Machina, used by the Sorcerer Supreme. When she found it, she stole everything and started selling the items. But Strange allied with Anthony Ludgate Druid, AKA Doctor Druid, and destroyed all the items and resources she stole, making Frost an enemy No. 1 of her empty-handed buyers. Strange could not abide by killing Frost, even though she slayed his friend Eoffren, so he offered her an alternative: to protect her from her angry buyers with the Mask of Morriand, which would restore her sanity. She refused his offer and escaped through a nearby window with a parachute.

Frost next joined forces with the latest Crime Master to take over crime lord Lonnie Lincoln, AKA Tombstone’s territories. They held his daughter, Janice Lincoln, AKA Beetle, and her fiancé Randy Robertson hostage, knowing Tombstone would come calling. Though the criminals were met by the Syndicate and Peter Parker, AKA Spider-Man. A battle followed and after Beetle punched Frost, her and her allies were swiftly defeated. 

Despite this conflict, Frost attended Beetle and Randy’s wedding, though the Super Villain Shotgun crashed the party and shot the normally bulletproof Tombstone, taking him down with specialized bullets. Frost, however, was one step ahead of all the crime lords who would look to take over Tombstone’s territories. She had mind-controlled Shotgun to do her bidding, or rather shooting, and had a woman to pose as her at the wedding, who was then slain by Hammerhead in an explosion thus faking her death. Using her disguise skills, she became romantically involved with Hammerhead and knocked him out with a magic-imbued Adamantium crowbar. Frost imprisoned him, declared a gang war and became the new head of the Maggia. With more of her hypnotized heavy hitters, she confronted Beetle over control of Harlem, but met Spider-Man and his allies in the field, and was defeated again.