BIOGRAPHY
The Avenger known as Masque began her life as a bio-synthetic duplicate of the Maggia crime lord, Madame Masque. Born Giulietta Kristina Nefaria and raised as Whitney Frost, this young socialite was compelled into a life of crime by her birth father, Count Nefaria. [Iron Man (1st series) #8] She led the Nefaria family in his absence as the Big M, [Tales of Suspense #97] but later suffered severe facial scarring and became an operative for Mordecai Midas as Madame Masque. [Iron Man (1st series) #17] Whitney fell in love with Tony Stark, Iron Man, and tried to reform for him. However, when her father returned and demanded her aid, Madame Masque was torn between her father and her lover. After her father was seemingly killed in conflict with Iron Man, Whitney retreated from the world. [Iron Man (1st series) #115-116]
Madame Masque became paranoid and agoraphobic, convinced her enemies would find her and kill her if she remained in the spotlight. She established a bunker hideaway in the Mojave Desert in order to remotely oversee her Maggia territory in Las Vegas. Whitney’s sanctuary was supported by Maggia technicians and information brokers in the outer rooms, constantly feeding 
her data on her enemies and their activities. However, Madame Masque never physically left the inner sanctum, where she was completely isolated from other people and attended to only by her Inner Guard of robotic servitors named after history’s greatest traitors like Benedict, Fawkes, Quisling, Brutus and Monmouth, a testament to her current psyche.
Madame Masque recognized that she still needed a physical presence in her organization in order to keep the men in line and more directly watch out for betrayal, so she turned to technology. Whitney’s “Masques” were a series of bio-duplicates grown through synthetic organic material and engineered to empathically mimic an existing being. When fully grown, these Masques perfectly copied Whitney’s physical appearance, as well as an emotional template of her memories and personality. This let them act as an avatar for her among the Maggia. However, because of the 
process or her own instability, these Masques sometimes went rogue, believing themselves to be the real Madame Masque and no longer responding to Whitney’s direction. As a result, “Madame Masque” was killed several times by a new Masque coming to take their place. One of these bio-duplicates was recovered by the police and even identified by Tony Stark, leading him to believe Whitney was dead and a new woman led the Maggia in her place. [Iron Man (1st series) #238, 245]
The Avengers’ Masque was one of these bio-duplicates, but an incarnation who somehow came online without a complete emotional imprint intact. Masque had Whitney Frost’s basic personality installed, but only some of her memories, and so she could self-identify as an independent being. Through uncertain circumstances, she escaped from Madame Masque’s bunker in an effort to defend her right to exist as a unique person instead of merely as a vessel for Madame Masque. Her incomplete duplication meant that Masque still had empathic shape-changing abilities, the power to assume the appearance of a nearby person or someone who had left an emtional impact on them. Whitney sent Benedict to retrieve Masque, and Masque reportedly made a friend who died trying to protect her from Benedict.
Firmly on the run now, Masque’s fragmented memories led her to seek out Tony Stark and Iron Man as someone her template had trusted. She found Tony at Avengers Mansion, in the middle of an attack by his psychic ex-girlfriend Marianne Rodgers, recently escaped from an asylum. Masque stepped in to defend Stark with her taser pistol, but the situation was far more complicated than she knew. Iron Man was suffering from the long-term influence of Kang the Conqueror, already responsible for the deaths of several Avengers and associates without remembering it, thanks to his blackouts. Even in his “waking” moments, Stark was on a thin edge and in no condition to provide Masque with any deeper aid.
Iron Man relocated Masque and Marianne to his remote Arctic bunker for safe keeping. Marianne was outfitted with a psychic baffler at the base of her neck that helped her sanity but blocked her powers. 
Masque was disarmed as well and, while they both had free reign of the bunker, Stark’s associate Machinesmith made it clear they weren’t free to leave. Masque exposed her shape-changing abilities to Marianne in order to get an advantage over their robotic keeper. Masque first assumed the appearance of Bethany Cabe, Stark’s head of security, but then assumed Marianne’s appearance and changed clothes with her in order to fool Machinesmith regarding each woman’s capabilities. She struck him down and made her way to escape from the bunker.
With Avengers Mansion quarantined after Kang’s recent intrusions, Masque sought out the Avengers at Janet van Dyne’s New Jersey estate. The Avengers had just learned Stark’s role in the deaths of Marilla, Yellowjacket and Gilgamesh, the framing of Hawkeye, and nearly lost the Wasp as well when Iron Man shot his way through them to return to his masters, Kang and Mantis. Masque informed them of the location of Stark’s Arctic bunker, and Marianne Rodgers still being trapped there. The Avengers pressed Masque about her involvement in all this, but she pushed off any questions about her past until there was time to waste.
The Avengers tried to force their way into the Arctic bunker, but Stark’s fortifications proved to be impregnable. He was clearly building something at the site, but even the Black Panther’s review of the data could not quickly ascertain what the threat was, given Stark’s consummate genius. Marianne Rodgers telepathically broadcasted a warning to the team from inside the bunker, telling them her psychic senses recognized Tony had been under the influence of an outside force for years, leaving irrevocable scars on his psyche. When Quicksilver and Crystal’s time-traveling daughter Luna sacrificed herself to betray Kang and warn the Avengers further, the pieces started to fall together. Within Avengers Mansion was a time machine which set much of these events into motion. No one but Tony Stark had the technical knowledge to complete his part of Kang’s plan. It was Masque who put the idea into words… the Avengers could travel back in time and recruit a younger version of Stark to counter the current, broken version.
That mission was a sheer debacle, with a 19-year-old Tony Stark becoming an orphan years earlier than the original timeline, as Kang’s agent Tobias followed the Avengers into the past and 
murdered Howard and Maria Stark. The Avengers had their recruit, a teenaged genius adrift in time and with a decade’s worth of technology to get up to speed on. Masque and Hawkeye shepherded Teen Tony as his retina scans and biometrics cleared the Arctic bunker’s defenses for the Avengers. Masque disabled Marianne’s psychic baffler as they held the line against Iron Man, while the other Avengers teleported in with Century. Teen Tony tried to use Stark’s own armor against him, though, which led the mad founding Avenger to rip open his counterpart’s chest cavity. In the final battle, Masque stood with the Avengers as the adult Iron Man regained his sanity long enough to sacrifice himself, ending Kang’s plot and passing on the specs for a life-saving chest plate to keep his teenaged self alive. [The Crossing crossover]
The chest plate wasn’t magic, however, and intense hours of surgery were necessary to install an artificial heart in Teen Tony’s chest which would work in conjunction with his chest plate. As Tony lay comatose in bed, waiting to recover, many people visited his bedside. And many of those people… were Masque. The shape-shifting woman cycled through the empathic imprints and shapes of many women who left an impression on the adult Tony Stark, even her template Whitney Frost. There was no reaction from the sleeping teenager, though, who knew virtually none of these women. Masque wished the young man well, but realized she had lost the Stark who might have helped her with her past. [Age of Innocence: The Rebirth of Iron Man]
Masque remained an in-house associate and honorary member of the Avengers as they tried to pull the team back together after such chaotic events. She assisted the team in investigating the aftermath of a battle between Thor and Hulk during the terrorist attacks made by Omnibus. [Avengers (1st series) #397] However, Masque failed to earn the trust of the Avengers’ current chairwoman, Black Widow. With so many recent betrayals and losses, Madame Natasha wasn’t willing to accept an unknown quantity like Masque so easily. It particularly irked her how close Hawkeye became with Masque. Her warnings fell on deaf ears, though, as Hawkeye and even some of the other Avengers found Black Widow’s fixation on Masque’s trustworthiness to be a bit hypocritical.
In time, Benedict located Masque, and the sorry state of security at Avengers Mansion allowed him to infiltrate it with relative ease. Using neural stun tasers and phasing technology, Benedict slowly removed some of the Avengers’ heavy-hitters from the playing field, depositing the likes of Thor and Crystal beneath the mansion. Masque caught Benedict disposing of Vision, Quicksilver and the Scarlet Witch, costing the android the element of surprise. Driving off Benedict did little to endear Masque to her team leader, though. Black Widow noted the similarity between Masque’s 
personal taser pistol and Benedict’s bolts, a connection which Masque refused to elaborate upon. While Masque and the Widow argued, Benedict came up behind Natasha. Masque pushed her chairwoman out of the way and was stunned and phased into Benedict’s grasp in her place. Benedict saw the value of a trade and left Black Widow with a cybernetic data coin containing actionable intelligence on the other Maggia families, turning the Avengers and S.H.I.E.L.D. loose on Madame Masque’s rivals. [Avengers (1st series) #398-399]
Benedict returned Masque to the desert sanctuary, where Madame Masque imprisoned her rogue bio-duplicate for months. Her active “Masques” continued to malfunction on occasion, leading to another replacement. One too many dead Whitney Frosts turned up in the morgue, however, for Tony Stark to believe anything he saw. [Iron Man (3rd series) #10-11, 20] When another Madame Masque spontaneously exploded during a Maggia conflict, Iron Man became convinced the original Whitney Frost must still be alive. [Avengers (3rd series) #31]
That Maggia conflict came from Count Nefaria, who returned to life as an ionic sponge and seeking to reclaim his position in the Maggia. He took control of the ionic powerhouses Atlas and Wonder Man before making a play for Madame Masque’s territory in Las Vegas. Iron Man and the Avengers also found the sanctuary and fought with Nefaria’s forces outside of Whitney’s bunker. Inside, Madame Masque believed her enemies had united against her, creating a ruse that her father was alive in order to draw her out. From captivity, Masque insisted her progenitor could trust the Avengers, and even her empathic senses said Tony Stark never meant to betray Whitney. As Nefaria’s forces pressed inside the bunker, Madame Masque ordered the base’s self-destruct. The sanctuary was destroyed, Nefaria temporarily driven off, Madame Masque in the hands of the Avengers, and Masque was seemingly lost in the wreckage.
Madame Masque struggled to trust Tony and the Avengers in an alliance against her insane father. Count Nefaria could control other ionic beings, as well as feed off of them, and he wanted to irradiate the entire world with ionic energy so he could control anyone he wished. Whitney had designed an ionic lock device to stop her father, should he ever return, and she ultimately agreed to build it for the Avengers. However, in her paranoia she held back a critical intensifier unit, and the ionic lock deployed against Nefaria in the field wasn’t strong enough to defeat him.
Masque had survived the bunker and followed Whitney and the others for this conflict. She found Madame Masque hiding in the woods with the intensified ionic lock, virtually paralyzed with the fear that she would be betrayed again. Having no fear herself, Masque struck down her creator and grabbed the ionic lock, emerging from their hiding place to join the fight. Before she could even finish announcing herself, though, Masque was cut down mid-sentence by her “father,” who mercilessly incinerated the woman he thought was his daughter once she seemed to pose a threat. This final act and the sincerity of pain in Iron Man’s scream made everything perfectly clear for Madame Masque. She burst from the shadows, re-acquired the ionic lock and blasted her snickering father before he could comprehend the existence of two Madame Masques. The ionic lock made all the difference in the fight, but that victory came with the sacrifice of an Avenger. [Nefaria Protocols crossover]
