# Valentina Allegra de Fontaine

La Contessa Valentina Allegra de la Fontaine is a fictional character appearing in American comic books published by Marvel Comics. Created by writer-artist Jim Steranko, she first appeared in the "Nick Fury, Agent of S.H.I.E.L.D." feature in Strange Tales #159 (August 1967).
Lisa Rinna portrayed the character in the 1998 film Nick Fury: Agent of S.H.I.E.L.D., and Julia Louis-Dreyfus portrays Fontaine in the Marvel Cinematic Universe.

## Publication history

The Contessa appeared prominently throughout creator Jim Steranko's run of the Nick Fury, Agent of S.H.I.E.L.D. feature that ran through Strange Tales #168 (May 1968) and in the same-name comic-book series that began the following month.
An agent who threw S.H.I.E.L.D. chief Nick Fury for a loop upon their initial meeting, she quickly became his love interest, and was featured in a silent, one-page seduction sequence in Nick Fury, Agent of S.H.I.E.L.D. #2 that famously had two panels changed, at the behest of the Comics Code Authority. In the third-to-last panel, de facto Marvel art director John Romita Sr. redrew a telephone that had been taken off the hook for privacy, placing the receiver back in the cradle; in the last panel, an image was removed and replaced with a closeup of an item from earlier in the page — a phallic long-barreled gun in a holster:
   So one panel had the stereo in Fury's apartment to show there was music playing, cigarettes in the ash tray in one, there was a sequence of intercut shots where she moved closer to him, much more intimately, there was a kiss, there was a rose, and then there was one panel with the telephone off the hook, which the comic book code [sic; "Comics Code"] made him put back on ... [T]he last panel on that page had Nick and his old lady kneeling, with their arms around each other, and that was entirely too much for the Code, so the panel was replaced with a picture of a gun in its holster.
The story was reprinted as published in Nick Fury Special Edition #1 (Dec. 1983). When reprinted again, in Nick Fury, Agent of S.H.I.E.L.D.: Who Is Scorpio? (Marvel Enterprises, 2001; ISBN 978-0-7851-0766-8), however, Steranko's original final panel was reinserted. In a black-and-white long shot with screentone shading, the couple is beginning to embrace, with Fury standing and the Contessa on one knee, getting up.

## Fictional character biography

Contessa Valentina Allegra de la Fontaine was a member of the European jet set and a citizen of Italy. After both her parents were killed for aiding some unspecified resistance movement, the Contessa found her life meaningless. Desiring to carry on in their places so their deaths would not be in vain, she eventually was contacted by the international espionage agency S.H.I.E.L.D. and entered a training program to be an agent.
She first encountered S.H.I.E.L.D. director Nick Fury aboard the Helicarrier toward the end of her training, impressing Fury by tossing the latter head-over-heels with a judo throw after an uttering an untoward remark about female agents. The two eventually became lovers, and their relationship continued for many years.
Thanks to her remarkable talents and skills in many areas, the Contessa quickly became a leading member of S.H.I.E.L.D. alongside others, such as Dum Dum Dugan and Clay Quartermain. She was also at one point appointed as the leader of S.H.I.E.L.D.'s Femme Force.
She was eventually reassigned to the position of S.H.I.E.L.D. Liaison to the United Kingdom. In that capacity, she was tasked with providing support to Union Jack, Sabra, and Arabian Knight in thwarting a Radically Advanced Ideas in Destruction (RAID) terrorist attack on London. Shortly thereafter, she worked with Lance Hunter and Alistaire Stuart on creating the British version of the Superhuman Registration Act. She then met with Joseph Hauer, Pete Wisdom, Captain Britain, and Union Jack to brief the three on the ramifications on the British superhuman population.
At some point, Valentina approached Amanda Armstrong to inform the latter that her late father was an agent of S.H.I.E.L.D. Armstrong accepted Valentina's offer while using her band as a cover for a double life.
Shortly after "Secret War", it is revealed that a Skrull posed as de la Fontaine. Fury grew suspicious and killed the Skrull who reverted to her true shape, thus revealing the Skrulls' conspiracy to Fury.
After Captain America's death, another Skrull occasionally posed as the Contessa.
Both the Contessa and Dugan are later shown alive and healthy when they are freed from captivity by Iron Man along with the other humans kidnapped and replaced by Skrulls.

### Secret Warriors

During the Secret Warriors series, where Nick Fury is fighting back against Norman Osborn's H.A.M.M.E.R., it is shown Hydra has always controlled S.H.I.E.L.D., right from the start. Fontaine is the new Madame Hydra, and is revealed to have been a Russian mole recruited into S.H.I.E.L.D. She is working for the formerly Soviet espionage group called Leviathan. This betrayal is known to Fury who is working on bringing down Hydra and Leviathan. Fontaine kills the current Madame Hydra who is revived in a new form. After her defeat, Fury tries to rescue the Contessa from jail.
In the pages of the "Ravencroft" miniseries, Valentina is seen as a member of J.A.N.U.S., a group that wanted to utilize the super-human potential inside the Ravencroft medical facility for their own ends.

## Other versions
### Earth X

In recent history leading up to Earth X, she was still an active member of S.H.I.E.L.D. when Norman Osborn takes control of the United States of America. When Nick Fury refused to deal with Osborn, Osborn had created the parasitic Hydra creatures from information he gained from the Bloodstone files. The Hydra were sent to attack and take down SHIELD's helicarrier, causing it to crash. Many S.H.I.E.L.D. agents, Contessa among them, were transformed into host bodies for the Hydra organism.
Like all people infected with the Hydra, Contessa was killed and her body usurped by the Hydra parasite that clings to the chest of her body. While her soul was transported to the Realm of the Dead where it would relive moments of her history, her physical body became a member of the Hydra group led by the "Madam Hydra" which controlled the body of She-Hulk.
Most Hydra's ended up in New York, where they would be seemingly killed by the Skull's invading army, however the group would survive and return to a secret base. There, the Hydra would be banished to Limbo by Captain America, who armed with Rom's blaster.
Contessa's soul would be inducted in Mar-Vel's army of the dead in a final battle against Death, Thanos, and Mephisto. Later she would be granted a place in Mar-Vel's Paradise, following this her current whereabouts are unknown.

### MC2

In the alternate universe MC2 imprint, the Contessa is a S.H.I.E.L.D. agent who encounters Spider-Girl. The two came into conflict with each other and with the United States government over the inherent dangers of the Carnage symbiote.

### Mutant X

In Mutant X, the Contessa is an agent of S.H.I.E.L.D. who fought Havok and the Six on Liberty Island when S.H.I.E.L.D. planned to release the Legacy Virus which would kill all super-powered life.

### Ultimate Marvel

In the Ultimate Marvel Universe, Valentina Allegra de la Fontaine is the chairman of the OXE Group, currently the largest holding company in the world. She is part of the secret Kratos Club, a group of industrial multimillionaires whose goal is to use their influence to ensure that the right things get done, no matter what.

## In other media
### Television

Valentina Allegra de Fontaine / Madame Hydra, hybridized with Viper, appears in The Avengers: Earth's Mightiest Heroes, voiced by Vanessa Marshall. This version is an agent of HYDRA and an associate of the Serpent Society.

### Film

Valentina Allegra de Fontaine appears in Nick Fury: Agent of S.H.I.E.L.D., portrayed by Lisa Rinna.

### Marvel Cinematic Universe

Valentina Allegra de Fontaine appears in media set in the Marvel Cinematic Universe, portrayed by Julia Louis-Dreyfus. In an article published in Vanity Fair, it was revealed that de Fontaine was supposed to make her first appearance in Black Widow (2021) before it was delayed due to the COVID-19 pandemic.
* De Fontaine first appears in The Falcon and the Winter Soldier (2021). In the episode "Truth", she approaches John Walker after he is stripped of the mantle of Captain America following his murdering a member of the Flag Smashers. She expresses sympathy for his situation and tells him that the people she works for may have use for his services. In the series finale "One World, One People", she gives Walker a new suit and dubs him "U.S. Agent".
* De Fontaine appears in a post-credits scene for Black Widow, in which she approaches Yelena Belova at Natasha Romanoff's grave to kill Clint Barton, whom she claims is responsible for Romanoff's death. In Hawkeye, it is revealed Eleanor Bishop hired Yelena and that de Fontaine merely delivered the message.
* De Fontaine appears in Black Panther: Wakanda Forever (2022) as the new director of the CIA and ex-wife of Everett K. Ross.
* De Fontaine will appear in Thunderbolts* (2025).