Madame Masque

Madame Masque (birth name Giulietta Nefaria but legally renamed Whitney Frost) is a supervillain appearing in American comic books published by Marvel Comics. Created by Stan Lee and Gene Colan, the character first appeared in Tales of Suspense #97 (October 1967). An occasional love interest and enemy of Iron Man and the daughter of Count Nefaria, she originally wore a golden mask to cover up her disfigured face and continues to do so after her face was healed.

Over the years, Madame Masque has appeared in various forms of media, including animated television series and video games. A version of Whitney Frost appears in the second season of the Agent Carter television series set in the Marvel Cinematic Universe, portrayed by Wynn Everett.

Publication history
Whitney Frost first appeared in Tales of Suspense #97 (October 1967) using the code name Big M and was created by Stan Lee and Gene Colan. She started appearing as Madame Masque in Iron Man #17 (September 1969).

Fictional character biography
Madame Masque was born as Giulietta Nefaria, the daughter of the master criminal Count Luchino Nefaria, in Rome, Italy. Her mother died when giving birth and Luchino wanted his daughter to lead a respectable life, so he gave the child to Byron Frost, a wealthy financier and an employee of Nefaria, and his wife Loretta Frost.

Frost called the child Whitney and raised her as his own. As a young adult, Whitney was a debutante and socialite, and became engaged to politician Roger Vane. Following the Frosts' deaths, Count Nefaria approached Whitney and revealed her true parentage, as he wishes for her to inherit his position as head of the Maggia, a Mafia-like organization based on the East Coast of the United States. Whitney at first refused, but when she tells Roger about her father, Roger ends their relationship out of fear that her connections to a known criminal would hamper his political prospects. Heartbroken, Whitney accepted her father's offer to join the Maggia and was trained by the Count in strategy, criminal activities, and combat. She turned out to be a brilliant student and when her father is imprisoned, she becomes the new "Big M", the leader of the Nefaria family of the Maggia. Her role as Big M brought her into conflict with Iron Man, an old enemy of Count Nefaria.

Whitney was forced to flee after a raid on Stark Industries. The plane she escaped in crashed and Whitney's face was badly scarred, but she was saved by the criminal Mordecai Midas and started to work for him. Midas is obsessed with gold and gave Whitney a golden mask to conceal her disfigured face. She also starts using the alias of "Madame Masque."

Madame Masque meets Tony Stark (Iron Man's alter ego) and the latter shows concern for her despite her scarred face. She turns on Midas to save Stark, but leaves him because of her criminal past. Unable to forget her feelings, she assumes the identity of Krissy Longfellow, Stark's personal secretary. Both come to know each other's true identity and start a romantic relationship. Their happiness is short-lived as Count Nefaria is dying due to a failed attempt to gain superhuman powers. Whitney hires the Ani-Men to bring her father to her and then asks Stark to find a cure for her father. Count Nefaria threatens Stark, and he is forced to fight the Ani-Men as Iron Man. Whitney is unable to choose between her father and her lover, and when Nefaria's life-support system is damaged in the fight, she goes insane with guilt and grief. Whitney returns to the Nefaria family and regains her former position as leader. She resumes her vendetta against Iron Man and his friends.

At one point, Frost becomes paranoid and starts to create physical copies of herself, known as bio-duplicates. One of her bio-duplicates, who is simply referred to as "Masque", turns on her creator and becomes an ally of the Avengers. She also creates robotic servants known as the Inner Guard and names them individually after notable historical traitors: Benedict, Brutus, Fawkes, Quisling, Monmouth (based on Benedict Arnold, Marcus Junius Brutus, Guy Fawkes, Vidkun Quisling, and the Duke of Monmouth) and two other, unnamed members.

Benedict successfully recaptures Masque for Whitney. Masque tries to convince her the Avengers are benevolent and that she should reach out to Stark again, but Whitney is still too fearful to do so. She continues to be a criminal figure of importance, until her father returns from the dead, now with superhuman abilities, and destroys her base. She reluctantly assists the Avengers and the Thunderbolts against the Count, but she secretly plans to betray and destroy both sides, her increased paranoia causing her to believe that she can trust no one but herself, despite moments of doubt such as when Stark unmasks in her presence but lowers his face-plate back when preparing to talk to the rest of the Avengers. Masque again tries unsuccessfully to convince her to side with the heroes, then joins the battle in Whitney's place. Masque obtains a weapon designed to disrupt Nefaria's powers that Whitney had prepared for her father, but is slain by Nefaria before she can use it. Madame Masque is shocked by her duplicate's nobility and sacrifice, with Iron Man's dismayed reaction at what appears to be her death compared to Nefaria's glee forcing her to recognize that Masque was right about the Avengers. Whitney joins the battle and plays a key role in her father's defeat, her weapon causing him to begin leaking ionic energy until he finally collapses. She renounces her criminal past, and MACH-II of the Thunderbolts offers her membership, but she declines, departing to parts unknown to consider her future. Before leaving, she asked MACH-II to thank everyone for her, especially Iron Man.

Madame Masque is hired by the Hood to take advantage of the split in the superhero community caused by the Superhuman Registration Act. She becomes the Hood's second in command (and his lover) and helps him and his forces fight the New Avengers. She is taken down by Doctor Strange and taken into S.H.I.E.L.D. custody. A group of Skrulls disguised as S.H.I.E.L.D. agents try to learn her true face so they can replace her with one of their own. The Hood frees her and kills all the Skrulls except one. In an unknown location attended by most of the Hood's army, they learn from the Skrull agent that the Skrulls plan on taking over Earth, believing it to be rightfully theirs. Madame Masque rejoins the Hood's crime syndicate and takes part in an attack on the invading Skrull forces. She is among the Hood's army as they assist the heroes in their final battle against the Skrulls.

During the "Dark Reign" storyline, Norman Osborn puts a bounty on Tony Stark's head, and personally calls Madame Masque over to Stark Tower, offering the locations of Iron Man's multiple armories to help her find Stark. She tracks Stark to Russia, which Pepper Potts had also done. Masque captures and tortures Pepper before demanding that Stark tell her his true feelings to her real face. Stark admits that even after years of fighting, he still loves her, to which Masque reciprocates. However, when faced with a direct choice between Pepper or Masque, Stark chooses to save Pepper first. As Stark escapes to Afghanistan, Masque and Pepper fight hand-to-hand. Masque is defeated and imprisoned in a discarded Crimson Dynamo suit while Pepper disguises herself in her mask and costume to falsely report her own death to Osborn and turn over the Rescue armor, which is added to his personal collection of Iron Man suits.

Madame Masque escapes, and later participates in a surprise attack on the New Avengers, a trap set up by Osborn. Later, when The Hood attacks Doctor Strange in order to become the Sorcerer Supreme, she tries to help him deal with his possession by Dormammu, taking off her mask and confessing her feelings for him. When Osborn calls off the hunt for Stark after learning that he is in a persistent vegetative state, Masque decides to take matters into her own hands, and hires the Ghost to eliminate her old lover, a task at which Ghost fails.

Masque, along with the rest of the Hood's gang, joins in helping Osborn, in his Iron Patriot armor, with the Siege of Asgard. However, Loki retakes the Norn stones from the Hood to help the Avengers and Asgardians battle the Void. Masque helps the Hood slip away. The Hood is pessimistic, knowing that his gang would simply sell him out. Therefore, Masque seeks out Count Nefaria for help. The New Avengers track her and the Hood using their contact John King. After a battle with Nefaria, the New Avengers capture all four villains and bring them to Maria Hill.

During the "Heroic Age" storyline, Hood escapes from prison and makes a play to assemble the Infinity Gauntlet, for which he recruits Masque. Hood is able to use the Reality Gem to heal Masque's disfigurement, but she continues to wear her golden mask.

She appears in Madripoor for the auction of a videotape showing Hawkeye assassinating the dictator of an unnamed Asian nation. However, the real Madame Masque is shown to be tied up and gagged in her hotel room; the "Masque" attending the auction is actually Hawkeye's partner Kate Bishop disguised in her costume. After the tape is destroyed, Masque vows vengeance on Hawkeye and Bishop. She attempts to capture Bishop by luring the girl to her home in California, where she drugs her. The teen manages to escape, and Masque swears to take revenge once again.

In the pages of "Avengers Undercover" Madame Masque appears as a member of the Shadow Council's Masters of Evil in Bagalia. She works as Baron Helmut Zemo's right-hand woman.

As part of the "All-New, All-Different Marvel" Madame Masque starts a quest to retrieve different magical objects in order to empower herself. During her journey, she is pursued by a mysterious group of ninjas. Iron Man catches onto her motives when she tries to steal a duplicate Wand of Watoomb from Castle Doom. Upon discovering the artifact she had stolen is fake, she kills her informant in a hotel in Montreal. Iron Man later confronts Madame Masque in the hotel room and tries to reason with her. Startled by his presence, Madame Masque unleashes a surprising display of enormous magical power. Upon traveling to Mary Jane Watson's nightclub, Jackpot, in Chicago, Madame Masque confronts her former business partner Belhilio and kills him. She then faces off against Iron Man and Doctor Doom, which results in the nightclub being completely trashed. A furious Watson hits her in the face with a microphone, knocking her mask off, and Doctor Doom discovers that Madame Masque has been demonically possessed. Iron Man is able to hold her down while Doctor Doom successfully performs an exorcism. By the time Iron Man regains consciousness, Doctor Strange arrives and informs him that he will take Madame Masque away to metaphysically fix her and will later hand her over to the custody of S.H.I.E.L.D.

To combat the West Coast Avengers, Madame Masque formed a West Coast version of the Masters of Evil consisting of Eel, Graviton, Lady Bullseye, MODOK Superior, Satana, and Kate Bishop's parents Derek Bishop and Eleanor Bishop.

As Iron Man hovers over New York figuring out what people want from him, one of the flashbacks to his recent fights shows Iron Man being shot point-blank in the faceplate by Madame Masque.

Madame Masque is among the crime lords competing with Mister Negative in obtaining the Tablet of Life and Destiny in order to win the favor of Mayor Wilson Fisk. In addition, she is also working closely with the fifth Crime Master.

Madame Masque is among the crime lords that attend the wedding of Randy Robertson and Janice Lincoln. When Shotgun crashes the wedding and shoots Tombstone, Spider-Man goes after him as the crime lords blame each other for calling the hit. Madame Masque takes her leave in her limousine which is bombed by Hammerhead.

During the "Gang War" storyline, Madame Masque posed as Hammerhead's girlfriend up to the point where she knocked him out with a combination of magic and an Adamantium bar. Janice Lincoln as Beetle comes in as Madame Masque revealed that the girl who died was a random woman she paid to pose as her. After Beetle leaves upon stating that they will give them the gang war that they wanted, Madame Masque calls up Shotgun telling him "we're go". After mentioning to Hammerhead that she is an overlooked weapon to him, Madame Masque dares him to "call all of them". Hammerhead's men find Madame Masque and are surprised to find that Shotgun has a defeated Count Nefaria and Silvermane's head. Hammerhead's men have no choice but to swear an oath of Madame Masque as the new leader of the Maggia. Madame Masque is later told a status report about the gang wars by Shotgun who also mentioned how they managed to acquire Crime Master's former territory. Having gotten mastery over technology and magic, it is revealed that Madame Masque is using a mind-control spell on Shotgun. She had to cast a spell to renew. Madame Masque later had a parley with Janice Lincoln. After they talked about their respectful fathers, Madame Masque issues a challenge to Janice in Central Park. When it came to the challenge, Madame Masque also had the mind-control spell placed on Count Nefaria and Silvermane while receiving special gauntlets from Rabble. Beetle showed up with the rest of the Sinister Syndicate, Digger, and some gangs to fight Madame Masque and the Maggia. As both sides fight, Madame Masque uses her gauntlets to take Beetle and Digger down. Spider-Man and his allies show up. As Spider-Man makes his way towards Madame Masque, she quotes "Tikal-Sah" which unleashes a mind-controlled Owl on him. Spider-Man defeats Owl and takes on Madame Masque. As Tombstone has the orders for those on Beetle's side to retreat be given, Spider-Man and his allies receive reinforcements from Mayor Luke Cage, Mary Jane Watson's Jackpot appearance, and Spider-Boy. After mentioning how New York is burning because of the gang wars, Spider-Man webs up Madame Masque's final gauntlet enough for it to explode.

Powers and abilities
Madame Masque has no superhuman powers. She is an athletic woman and a skilled hand-to-hand combatant in various martial arts and an expert markswoman. She is also a master strategist and organizer. Madame Masque displayed some form of telepathic resistance. She has access to advanced technology like her bio-duplicates.

As leader of the Maggia family, Madame Masque commands unspecified numbers of Dreadnought robots modified from the original designs stolen from HYDRA.

Madame Masque would later gain mastery over magic.

Equipment
Madame Masque wears body armor of an unknown composition with a gold metal faceplate, underneath which her face was chemically scarred. The faceplate is hard enough to deflect bullets without causing her any permanent injury. She carries a .475 Wildey Magnum revolver and other handguns, in addition to weapons that fire concussive blasts of energy or sleeping-gas cartridges.

Accolades

 * In 2009, IGN included Madame Masque in their "Marvel's Femme Fatales" list.
 * In 2018, CBR.com ranked Madame Masque 5th in their "Iron Man: His 20 Deadliest Villains" list.
 * In 2019, CBR.com ranked Madame Masque's relationship with Iron Man 4th in their "Marvel: 10 Best Romances Between Heroes And Villains" list.
 * In 2019, Screen Rant ranked Madame Masque 10th in their "10 Strongest Female Marvel Villains" list.
 * In 2020, CBR.com ranked Madame Masque 5th in their "10 Most Powerful Crime Bosses In Marvel Comics" list.
 * In 2022, Newsarama ranked Madame Masque 3rd in their "Best Iron Man villains" list.
 * In 2022, Screen Rant included Madame Masque in their "10 Most Powerful Wonder Man Villains In Marvel Comics" list.

House of M: Masters of Evil
In the House of M universe, Madame Masque fulfills a similar role as her mainstream counterpart. She serves as the second in command of the Hood's criminal syndicate, as well as being his mistress. She is with him during the uprising, and during the syndicate's invasion of a foreign country. She is one of the few criminals who decides to stay with Hood when the others decide that the heat from Magneto is too much and abandon him. She is killed in the final battle and it is mentioned that Hood and Masque had a very powerful love, which is what motivated him to keep fighting.

JLA/Avengers
Madame Masque is seen among the enthralled villains defending Krona's stronghold. She is shown to already be unconscious.

Marvel Noir
In the Marvel Noir Universe, a version of Madame Masque appears as an Italian explorer working with Tony Stark, with whom she once shared a relationship. Dr. Gialetta Nefaria, along with Tony, Virgil Munsey, the editor of Marvels magazine, and Tony's friend and companion Rhodey are on a trip in British Honduras. After acquiring a rare mask carved from jade in a temple, she is later seen betraying Tony and his friends to Baron Zemo and Von Strucker. Though Rhodey and Tony escape, their makeshift bomb leaves Gialetta permanently scarred. Forced to wear the mask to hide her face, she joins the Nazis on Von Strucker's airship with a captive Pepper Potts, and Orichalcum, Atlantis' power source. When Tony attacks wearing a suit of power armor, Gialetta tries to stop him, but Pepper, having been tortured by the spy, kills her.

Television

 * Madame Masque appears in the Iron Man (1994) episode "Beauty Knows No Pain", voiced by Lisa Zane. She uses her Maggia connections to search for the Golden Sepulcher of Isis. While she obtains the object, she loses herself to its power and is defeated by Iron Man, further cementing her insanity.
 * Madame Masque appears in Iron Man: Armored Adventures, voiced by Kristie Marsden. This version is Whitney Julietta Stane, the neglected teenage daughter of Obadiah Stane and love interest of Tony Stark, who uses a golden prototype disguise mask made by Howard Stark that lets her take on the appearance of anyone, but also emits unchecked radiation that eventually drives her insane. As Madame Masque, Whitney is a skilled acrobat and fighter, and uses other Stark International weapons and equipment in battle. After several fights with Iron Man, she is apprehended by S.H.I.E.L.D., but switches places with one of their agents and escapes.
 * A 1940s incarnation of Whitney Frost appears in the second season of Agent Carter, portrayed by Wynn Everett as an adult and by Ivy George and Olivia Welch as her younger selves. This version is inspired by Hedy Lamarr and Lauren Bacall. During her youth, she was Agnes Cully, a math and engineering prodigy whose mother insisted that a woman's only worth to the world is her beauty. Despite this, Cully used her engineering skills for Isodyne Energy under the stage name "Whitney Frost" while in Hollywood. In the present, she manipulates her husband Calvin Chadwick into researching Zero Matter before running afoul of the substance herself, which gives her the ability to absorb anything into her body. As a result, she comes into conflict with Peggy Carter and the Strategic Scientific Reserve despite her friendship with mob boss Joseph Manfredi. Whitney is ultimately deprived of her Zero Matter abilities and committed to an asylum.
 * Whitney Frost / Madame Masque appears in Avengers Assemble, voiced by Wynn Everett, reprising her role from Agent Carter. Introduced in the episode, "Why I Hate Halloween", this version is a Hydra scientist who performed vampire-related experiments before the Avengers took her into custody. After her research garners the attention of Dracula, Hawkeye transfers her to a safe house to protect her despite the vampire attacks and Hydra sending Crossbones and Crimson Widow to retrieve Frost. In the episode "Mask of the Panther", Hawkeye arranges for Frost to be stationed in an arctic S.H.I.E.L.D. base while she is on probation before they assist the Black Panther and Captain America in exploring an ancient Wakandan ship, where Frost discovers its golden control mask and gains technopathy, which she uses to save the ship. As it drives her mad with power, she turns against the Avengers and leaves with the ship before joining Killmonger's Shadow Council to learn more about Wakandan technology. Though the Council is defeated in the episode "Atlantis Attacks", Frost escapes to pursue world domination. In the series finale, "House of M", she attains greater mental powers and lures the Avengers and Hydra into a trap using Arnim Zola before overwhelming them with her power and capturing Iron Man and the Red Skull to siphon both groups' technological knowledge so she can rule the world through its technology. Hawkeye tries to talk her down, but he and Black Panther ultimately destroy her ship, which Frost tries to fix in vain as she falls to her death.
 * Madame Masque appears in the M.O.D.O.K. episode "If Saturday Be... For the Boys!", voiced by Meredith Salenger.

Video games

 * Madame Masque appears in Iron Man (2008), voiced by Courtenay Taylor. This version, also known as Whitney Nefaria, is a Maggia member with a past romantic history with Tony Stark. After engaging Iron Man in battle, she is killed by a falling wall.
 * In the Xbox 360 and PS3 versions, she threatens to launch missiles on populated areas, but gets caught in an explosion when Iron Man destroys the base's power supply. While she is presumed dead, she returns on the Maggia's flying fortress, now wearing a mask to cover her scarred face. She is apparently killed when Iron Man cripples and destroys the air fortress.
 * Madame Masque appears as a boss in Marvel: Avengers Alliance.