Madame Masque

: "Fix me? Why would I want to be fixed? I have never felt more powerful in my entire life!"
: ―Whitney Frost[src]
Whitney Frost, better known by her name Madame Masque, is secretly a scientist but publicly an actress living in Los Angeles who used the influence of her husband Calvin Chadwick to experiment with Zero Matter. During her experiments, an accident caused Frost to become infected by the Zero Matter, granting her the ability to absorb others into her skin. Using her incredible intelligence, Frost began experimenting with her new talents while fighting off the investigation of SSR agent Peggy Carter and using her powers to take control of the Council of Nine. However, her quest for Zero Matter clouded her judgment and eventually the SSR was able to trick her and steal the Zero Matter from her, leaving Frost mentally broken and confined to an asylum.
== Biography ==
=== Early Life ===
==== Abusive Mother ====
: "You really think that that fancy science program's gonna take a girl? It don't matter how smart you are, you're stuck here. Same as me.""I will still get out'a here, away from you!"
: ―Wilma Cully and Agnes Cully[src]
As a child, Agnes Cully lived in Broxton, Oklahoma, the daughter of Richard and Wilma Cully. While growing up, Cully developed a keen interest in science and would often tinker with various items around the house, including a broken clock which she easily fixed, despite little encouragement. Her mother began a love affair with Bud Schultz, who provided them with money and a home in exchange for sex. Cully was encouraged to call Schultz her uncle, despite the young girl never liking the man.
As Cully got older, her mother discovered that Schultz was having an affair with a younger woman and wanted them out of his house, despite her mother's pleas. Once Schultz had gone, Cully's mother insisted that she should have been nicer to him, despite Cully still insisting that she simply did not like the man. Cully's mother rudely then told her that the University of Oklahoma had rejected her application on the grounds of her being a woman, before insisting that only her looks would get her by in life.
==== Talent Scouted ====
: "Smile like that and I bet I could get you some work as a model, or maybe even an actress in one of those pictures. What do you think?""That sounds real interesting."
: ―Ned Silver and Agnes Cully[src]
While living in California in 1934, Cully spent much of her time going to see a movie in an attempt to escape the world, despite limited funds. One day, Cully knew she could not afford a ticket and decided to walk away; however, a kindly usher took pity on the young woman after speaking to her briefly and quietly gave her a free ticket.
While going into the Olympic Movie House, Cully was approached by Ned Silver, who told her she was very pretty when she smiled. Silver explained he was a talent scout who could get her either into modelling or acting in the movies, implying that he expected sexual favors in exchange. Despite being nervous, Cully remembered her mother's words and agreed. Silver insisted, however, that she change her name to something more beautiful. Eventually, Agnes Cully started performing and chose the stage name "Whitney Frost".
==== Meeting the Mob ====
Around 1935, Frost met Joseph Manfredi, the leader of the Manfredi Crime Family in Los Angeles. Manfredi was very attracted to Frost, but she eventually met and married Calvin Chadwick. Though he was upset, Manfredi sent expensive Bone China to Frost as a wedding present.
==== Scientific Mind ====
: "America's sweetheart is the brains behind Isodyne Energy.""Every eye in the country on her, and no one sees her."
: ―Daniel Sousa and Peggy Carter[src]
During World War II, Cully helped the Allied forces by having the idea to rotate the frequencies used by the Allies to send coded messages across enemy lines. Cully made Isodyne Energy prominent during the war with her patented inventions. In 1943 she designed and patented a reactor that could theoretically generate a thousand times more power than a fast-neutron reactor. When a powerful substance was discovered during a nuclear test, Frost took charge and named the substance Zero Matter, seeking to use its otherworldly properties to her own ends. Frost believed that the Zero Matter could be used to push humanity to higher levels of advancement.
=== Actress ===
==== Celebrity Life ====
: "Whitney Frost, star of The "F" Stands for Freedom." "She doesn't look familiar."
: ―Edwin Jarvis and Peggy Carter[src]
Whitney Frost was a well-known actress in Hollywood, gaining multiple starring roles in different movies. She had one of the leading roles in "The "F" Stands for Freedom", a movie that debuted in 1946. She also was the lead in "Tales of Suspense," and in "The Woman in the Golden Mask." During this time, she also received two Academy Award nominations.
==== Distraction ====
: "See hon, you figured out how to fix it all.""And that's the last time we should have to dirty our hands, just because you dirtied other parts of your anatomy."
: ―Calvin Chadwick and Whitney Frost[src]
While Frost was attending a horse race at Santa Anita Park with her husband Calvin Chadwick, who owned one of the horses participating in the race. The famous couple were posing for pictures when they were approached by Edwin Jarvis, who claimed to be the head of production for Stark Pictures, the production company recently founded by Howard Stark, and requested a private talk with Frost while Chadwick spoke to Jarvis' associate, Peggy Carter.
Once they were alone, Jarvis told Frost that she would be perfect for the lead role in Stark Pictures' newest production; however, when Frost asked the name of the film, Jarvis became flustered. He called it The British are Coming. When Frost informed him, she was not interested in costume dramas, he assured her that it would be a modern piece where she would play a tough-as-nails British spy, which intrigued her, although a love interest was yet to be found. When Chadwick joined them, he was clearly annoyed. Carter also appeared and informed Jarvis that their horse had lost, and they quickly left without another word.
When Andrew Henry, the man Frost and Chadwick had hired to hide Jane Scott's body, became ill, he attempted to go to the couple for medical aid, taking Jason Wilkes hostage and threatening to kill Strategic Scientific Reserve Agents Carter and Daniel Sousa. The pair decided to hire a police officer to kill Henry before he could reveal any secrets to the SSR. The mission was successful; once the officer was paid, Frost and Chadwick discussed the success, with Frost telling her husband that it would be the last time they would have to dirty their hands because Chadwick dirtied himself with an affair.
==== Betrayed by the Council ====
: "We have at our fingertips the means to change the world, and they just want to throw it away. Zero Matter can make atomic energy as obsolete as the steam engine.""Well I told them that, they think there's too much risk, what with all the press surrounding the lab."
: ―Whitney Frost and Calvin Chadwick[src]
Continuing her work, Frost performed a scene for her latest war movie in which she proclaimed her love for her co-star. When the director called "cut" on the scene, he called her over and rudely demanded that the makeup artist cover up the lines under her eyes and that the wardrobe department bring her stomach in. When Frost insisted that it was impossible, he told her to skip lunch before asking the gaffer to change the lighting to hide her true age.
Returning to her dressing room, Frost was told by Calvin Chadwick, who had been waiting for her, that the Council of Nine had decided to scrap their research into Zero Matter. Frost reminded Chadwick of the benefits their discovery held but he explained that the Council was insistent of scrapping the plan and cleaning out the labs. The furious Frost accused Chadwick of causing this due to his affair with Jane Scott and told him he should not have let them walk all over him. Chadwick told her they would focus on his Senate campaign and she claimed that she agreed it was right.
==== Stealing the Zero Matter ====
: "Now, you're going to place the specimen in that case and you're going to give it to me.""Miss Frost, you have no idea what this stuff is capable of.""Oh on the contrary, I am the only person who knows what it's capable of. Now hand it over!"
: ―Whitney Frost and Jason Wilkes[src]
Believing that the Council of Nine were making a mistake, Frost traveled to the Isodyne Energy Headquarters where she discovered Jason Wilkes was already attempting to steal the Zero Matter and held it in a small glass container. Wilkes was confused to see Frost, noting that he was a fan of her work but questioned why she was there. Frost demanded Wilkes hand over the specimen, drawing a gun and threatening him to do as instructed.
Wilkes realized that Frost was unwilling to shoot him while he held the glass case in fear it would break and release the Zero Matter. When she was momentarily distracted, Wilkes disarmed her and they engaged in a brief fight, during which the Zero Matter was dropped and smashed on the ground. Seeing the unstable substance react to the sudden fall, Wilkes told her to run moments before it caused a massive explosion which destroyed much of the side of the building and separated the pair in the chaos.
Frost did survive the explosion and returned to her home, where she hid behind her wardrobe in shock from the experience. As Calvin Chadwick banged on her door and demanded to be allowed to enter so he could speak to her about what he believed to be an accident at the lab which had destroyed the Zero Matter, Frost examined her face in the mirror. As she looked at her reflection, Frost saw that the Zero Matter had embedded itself in a small cut on her forehead, the consequences of which she did not yet know.
=== Discovered ===
==== Meeting Peggy Carter ====
: "What are your instincts telling you now?""That things aren't what they seem."
: ―Whitney Frost and Peggy Carter[src]
Frost continued to study her cut and discovered that the Zero Matter was absorbed into her skin. Calvin Chadwick burst into the room to inform her that her idea to frame Jason Wilkes as a communist spy was perfect. As the delighted Chadwick went to collect a bottle of wine to celebrate, Frost told him she wished to quit acting, but he recommended that they wait until after his campaign. Misunderstanding her intentions, Chadwick told her that once they had moved to Washington, D.C., she would be able to quit, and they could have a family.
While back on set, Frost was approached by Agent Peggy Carter of the Strategic Scientific Reserve. Carter revealed that she wished to speak to Frost about the explosion at Isodyne Energy Headquarters, although Frost claimed that Wilkes' death was a tragedy and noted that he was a communist. Carter asked what Frost knew of Isodyne's work but again Frost acted innocent, claiming to know nothing of their research and denied that she was at the lab at the time of the explosion. They discussed how the papers lie, with Frost noting a story that she was having an affair with Cary Grant. Frost's Director Kenneth Z. then called Frost to set.
The agitated Frost informed Chadwick of her encounter with Agent Carter as the pair got ready for bed. Believing that Chadwick was not listening or taking her seriously, Frost dismissed his promise to take care of the situation officially and insisted they hire Rufus Hunt to assassinate her. Chadwick refused, stating they had had too many run-ins with the police already so Frost resorted to crying and claiming that Carter had threatened her, mentioning what would happen if the Council of Nine found out, which led to Chadwick doing as she had asked.
As Frost prepared for another scene, Kenneth Z. came into her dressing room and informed her that the studio wished to recast her; however, he had convinced them to change their minds. As Frost happily hugged her director, Kenneth attempted to seduce her, calling her beautiful and holding her close. As Kenneth touched Frost's hair, he spotted her scar and furiously demanded to know what had happened. In a panic, Frost grabbed Kenneth's wrist and, to her horror, watched as the Zero Matter absorbed him into her skin, causing her scar to grow.
==== Zero Matter Experiments ====
: "Thank you, that'll be all.""Something's moving in here.""Thank you, that'll be all..."
: ―Whitney Frost and Mabel[src]
Seeking to further understand her situation, Frost had a collection of rats delivered to her from Isodyne Energy. When Frost's maid Mabel brought them in, she ignored her comments about there being something alive in the closed box. Taking notes as she worked, Frost took a single rat out of the cage and attempted to absorb it using the power of Zero Matter, although the initial tests were unsuccessful and the rats seemed unaffected by skin contact.
Calvin Chadwick interrupted the tests as he came in to discuss his campaign. Frost claimed that she was busy reading her lines ahead of her scene, with Chadwick noting that Kenneth Z. was still missing; Frost noted that Kenneth enjoyed a drink and might be found dead in a river. Chadwick informed her that Life Magazine were having a photoshoot with them both and had requested Frost wear a revealing dress, telling her that if they were successful, it would not be long until he was the Florida Man. As he left he told her not to be late.
Once Chadwick was gone, Frost locked her door and went back to her experiments. She violently pulled one of the rats from its cage and held it in her hands; as she closed her eyes to concentrate, it bit her. Angered, she managed to successfully absorb it into her skin, watching in the mirror as her scar once again began to grow on her forehead. After hours of experiments, Frost had killed all the rats and studied her now large scar. Chadwick called, furious that she had failed to show up to the photoshoot, although Frost claimed to be under the weather.
==== Erasing Mistakes ====
: "That was me, fixing another one of your problems.""What are you?!""Whatever I want."
: ―Whitney Frost and Calvin Chadwick[src]
Frost answered a frantic knocking on her door; Rufus Hunt, looking disheveled, quickly entered, asking for a drink. Hunt complained about the quality of the alcohol she gave him when Calvin Chadwick joined them. Hunt complained that he had been abducted by Peggy Carter; while Chadwick threatened to have her fired and deported, Frost wanted to know what Hunt had said.
Hunt said that he had revealed the existence of the Council of Nine because Carter threatened his life. While Chadwick chastised Hunt for not living up to his reputation, Frost began to close the curtains of the room. Hunt told Chadwick that the politician would protect him from the wrath of the Council or he would reveal that Chadwick and Frost were working without the Council's knowledge on their own projects. Frost ordered Chadwick to observe something, but he was too engaged in the argument to mind her.
Frost told her husband that Hunt only made a simple mistake and began to caress Hunt's face. Suddenly, she grabbed him by the throat, converted him into Zero Matter, and absorbed Hunt. Chadwick was in shock and fear as his wife approached him, asking her what she had done. Frost told him that she had corrected another of his mistakes. When Chadwick stared in horror at the scar which was taking over her face, he asked her what she was; she replied that she was anything she wanted to be.
==== Increasing her Power ====
: "You've seen what I can do with just a small amount of Zero Matter. I mean can you imagine, just imagine what we could accomplish if we had the power to bend the world to our will. No more war, no more fear and you, you, you would finally get the recognition and the respect that you deserve."
: ―Whitney Frost to Calvin Chadwick[src]
Frost calmly went to sleep behind Calvin Chadwick that night, despite her actions of murdering Rufus Hunt having mortified her husband. Frost was awoken in the middle of the night by a feeling of the Zero Matter inside of Jane Scott's body calling out to her. Frost found Chadwick in their wardrobe attempting to leave and informed him that she needed his help.
The pair traveled to the County Cold Storage Building owned by Thomas Gloucester; once inside Frost brought them both to the room containing Scott's body. Explaining that the Zero Matter who called her there, Frost ordered Chadwick to open the casket. As she looked at Scott's corpse, which was infused with Zero Matter, Frost touched Scott's skin and absorbed her power. The incredible new power caused Frost's eyes to turn black and she informed her husband that she needed an Atomic Bomb to recreate the Zero Matter experiment.
Returning to the Chadwick Residence, Frost continued to try and persuade Chadwick that they needed to acquire the bomb from Roxxon Corporation, although Chadwick insisted that Hugh Jones would never allow it. Frost argued that if they acquired more Zero Matter then the Council of Nine would be forced to answer to them, claiming that they would succeed and her power could allow them to bring world peace. Chadwick remained skeptical and questioned how they would achieve this, so Frost told him they would have to make a deal with Joseph Manfredi.
==== Deal with the Mob ====
: "Those construction contracts are going to be worth millions, and they would all be yours.""And what would you need in return?""Just some men, just men to help me move some equipment."
: ―Whitney Frost and Joseph Manfredi[src]
Frost and Calvin Chadwick traveled to the restaurant where Joseph Manfredi was eating and requested to see him. Manfredi invited them over and began talking to Frost about the wedding gift he had gotten her. Frost explained that due to Chadwick's place in the senate, they were willing to offer Manfredi the contracts to a proposed freeway system in exchange for some men to help them move the bomb.
Manfredi insisted upon Chadwick using his influence to ensure that his name did not end up in the newspaper ever again before he became distracted by speaking to his bodyguard about Frost's beauty. Frost was at first confused and made awkward by the comments but when the man said she was beautiful, Manfredi began beating him mercilessly while Frost watched in horror, with Manfredi claiming the man was undressing her with his eyes. When he was finished beating the man, he and Frost completed their deal.
==== Searching for the Bomb ====
: "I'm sorry Agent Carter, not everyone's cut out for Hollywood."
: ―Whitney Frost to Peggy Carter[src]
With Joseph Manfredi's men by their side, Frost and Calvin Chadwick arrived at the Roxxon Corporation building which housed the Atomic Bomb Frost needed to recreate the experiment which first discovered the Zero Matter. Once they arrived they began searching through the hallways and killing the guards they encountered. Although all the doors were strangely unlocked upon their arrival, the group struggled to find the bomb, angering Frost who berated her husband for the lack of success.
While arguing with Chadwick in private, Frost was confronted by Peggy Carter, who said she was not getting the bomb and told her that the Zero Matter was affecting her mind, promising that the SSR could help her recover. Frost claimed that she did not wish to be fixed and attacked Carter, attempting to absorb her with the Zero Matter. Carter ducked and hit Frost in the jaw; Frost discovered she had gained a stronger resistance to pain. A message on the radio came through for Carter to inform her that the bomb had been deactivated, Frost responded by grabbing her arm in an attempt to kill her.
Carter managed to free herself by head butting and kicking Frost back, but accidentally fell backwards off a ledge. Frost saw that Carter was holding on by one hand above a large drop and steel rods. Mocking Carter by telling her that not everyone was cut out for Hollywood, Frost tried to touch her skin only for Carter to let herself fall, impaling herself on the steel rod below. As Frost looked at her enemy lying in agony, Chadwick ordered her to escape the facility while Daniel Sousa ran to Carter's aid.
Returning to the Chadwick Residence, Frost advised Chadwick to call Hugh Jones and explain the situation so they would be able to gain more uranium to complete their experiment. Chadwick, however, furiously refused, accusing his wife of risking his life and getting him involved with dangerous mobsters and putting him at the mercy of the Council of Nine. When Chadwick told her that she was out of control Frost lost her temper and grabbed him by the face, threatening to kill him, telling him to watch his tone of voice.
==== Meeting the Council ====
: "I haven't felt butterflies like this for so long. Thank you."
: ―Whitney Frost to Calvin Chadwick[src]
In the aftermath of the Infiltration into the Roxxon Warehouse, Frost began having a nervous breakdown, muttering random words to herself in the Chadwick Residence. She was interrupted by Calvin Chadwick, who asked if she was okay. Frost furiously claimed that she was not, moving towards him and complaining about the ruins of her plans. Chadwick explained that he had arranged for the Council of Nine to meet with her to discuss the Zero Matter. Frost was amazed by the news as she was aware that the Council rarely met with outsiders, much less women, and thanked Chadwick for the chance.
Frost tried desperately to cover her scars before the meeting but struggled so much that she panicked; when Chadwick tried to check in on her, she tried to convince him to cancel and reschedule the meeting, as she believed that the press would write stories about her horrific scars. Unwilling to give up, Chadwick found a hat which covered the side of Frost's face, allowing her to attend the Congressional fundraising party without revealing her scars. Delighted by the result, Frost thanked her husband for understanding and promised to thank him again once they got home afterwards.
During the fundraising party, Vernon Masters introduced Frost and Chadwick to the Chief of the New York City brand of the Strategic Scientific Reserve, Jack Thompson, explaining that Thompson was responsible for capturing Johann Fennhoff and stopping his terrorist schemes on American soil. Frost was attracted to Thompson and began flirting with him, telling him that it was a shame he was so good at his job because she would have preferred that he star in a movie with her; however, Chadwick quickly pulled her back and explained that Frost's beauty and charm was his secret weapon for taking over Washington, D.C..
On her way to meet the Council, Frost took some time to go to the bathroom where she had a brief run-in with Dottie Underwood who seemed to mistakenly prick her with a pin. Underwood deeply apologized as she claimed that her pin kept falling off, but Frost casually claimed she felt nothing, as one of the side effects of the Zero Matter in her body was a resistance to pain. Frost then swiftly departed, meeting Chadwick downstairs as the Council were gathered together for their meeting.
=== Taking Over the Council ===
==== Calvin Chadwick's Betrayal ====
: "I have chosen you to be a part of my Council because I believe that each of you can contribute to my plans, and I promise you as long as you remain loyal and of use to me, I will bring you unlimited power, unlike anything this world has ever seen."
: ―Whitney Frost to the Council of Nine[src]
Alongside Calvin Chadwick, Frost was brought before the Council of Nine and attempted to rouse their interest in Zero Matter by giving a grim display of her powers. She began by explaining that she had made a mistake when she had believed that Zero Matter could be used for energy and had since discovered that it was to be used for power; she showed this by consuming a rat in front of them. Her demonstration aroused a response, with Thomas Gloucester noting that they had all agreed on how to proceed.
However, to Frost's horror, Chadwick had actually set up the meeting to have her killed and brought in guards who attempted to subdue her. Enraged and heartbroken by her husband's betrayal, Frost unlocked a new feature of her abilities, expanding the Zero Matter in her body outwards and using it to kill the guards attempting to execute her. Overcome with fury, Frost set her power upon several members of the council, consuming three including Gloucester before turning to the begging Chadwick and absorbing him into her skin while the surviving Council members looked on in horror.
Having terrified the remaining Council members into submission, Frost assumed control of the Council, intending to use the resources of the men to complete her plan. She told Hugh Jones that she needed unrestricted access to all the Roxxon facilities and wished him to update Vernon Masters; she then told Mortimer Hayes that she needed the newspapers to write a story claiming Chadwick and the other dead Council members had been killed in a tragic accident. She then promised the survivors that she would bring them unlimited power in exchange for their loyalty, with Jones expressing his happiness.
When Frost learned that Jack Thompson had managed to capture Dottie Underwood, who had been discovered sneaking around inside the Council's meeting and had witnessed Frost's massacre, she ordered Jones to inform Masters that she wanted Underwood brought to her for questioning, as she believed that Underwood was most likely working for either Peggy Carter or the SSR. Knowing the threat that Frost held, Masters did as instructed and Underwood was brought to Frost in a box, with Frost taking time to look down upon her victim before deciding what to do next with her.
==== Moving Forward ====
: "Your only focus now should be finding the uranium rods that Peggy Carter stole from me.""That's not necessary, Isodyne can make new rods. Might take a little time--""NO! I need the same rods from the original test!"
: ―Whitney Frost and Vernon Masters[src]
Mortimer Hayes' newspapers put out a story claiming that Calvin Chadwick, Thomas Gloucester and others were killed in a tragic boating accident. Frost held a press conference outside Anvil Studios and announced this story to the world's media, using her acting talents to cry in front of them. As she spoke, Frost's eye caught Peggy Carter who was watching, and promised to come out of this situation stronger than ever before leaving.
At the Chadwick Ranch, Frost had Vernon Masters question Dottie Underwood while hiring Joseph Manfredi to use his Manfredi Crime Family men to protect the new Council of Nine. When Masters took too long with his questioning, Frost had him brought to her and they discussed Manfredi's involvement, with Frost claiming that his men were more loyal than Masters'. When Masters claimed that they could have Isodyne Energy build new Atomic Bombs, Frost lost her temper and insisted that they be the same. She then shared a drink with Manfredi before deciding to torture Underwood herself.
Frost went downstairs to Underwood with her scars on show, although Underwood was clearly scared, she remained strong and continued to mock Frost, claiming that her scars would affect her acting career, but Frost remained unaffected, claiming that the tracking device in her necklace had been disabled which means that Peggy Carter will not be coming to Dottie's rescue anytime soon. With Underwood helpless Frost used her Zero Matter powers to cause her unbearable pain as she was ripped apart from the inside. Underwood broke straight away and revealed that Carter wanted her blood to save her "new beau", and a scientist at that, whom Whitney suspects to be Howard Stark; but Dottie corrects her, saying it was Jason Wilkes. Whitney accuses her of lying, believing that Wilkes died for Frost hasn't seen or heard of him since their encounter together at Isodyne, and proceeds to threaten Dottie. But Underwood further unravels, explaining that Wilkes was now a ghost. Realizing that Jason, the man she once held at gunpoint, was now in an unprecedented intangible state courtesy of the same lab incident that gave Whitney her new powers, an uncovered fact that seems to greatly intrigue her with repressed fascination, Frost congratulated Underwood, telling her that she was still useful and promptly reactivated her captive's tracking device.
==== Capturing Jason Wilkes ====
: "We both need Zero Matter, we can help each other. We can help each other understand it, we can help each other control it!""You can't control it, no one can! It's a force of destruction!"
: ―Whitney Frost and Jason Wilkes[src]
Reactivating the tracker in Dottie Underwood's necklace, Frost was able to trick Peggy Carter and Edwin Jarvis to go to the Chadwick Ranch to rescue her while she traveled to Howard Stark's Estate to kidnap Jason Wilkes. When Frost arrived, she accidentally triggered the alarm, with Jarvis' voice warning her the police would be called; however, just before Frost could deactivate the power, the alarm was soon switched off by someone else in the Estate.
Frost soon found Wilkes inside a device which was giving him a body again; Frost alerted him to her presence as she admired the different designs she saw, commenting on Howard Stark's genius. Frost began to express her fascination about the Zero Matter, commenting on how it kept its base properties yet affected each host differently, questioning what would happen to Wilkes if the machine was turned off. When Frost reached her hand inside the machine, Wilkes accidentally absorbed some of the Zero Matter from her skin, with Frost claiming he was full of surprises, questioning if he felt stronger now.
Wilkes charged from the machine and ordered Frost to leave, but Frost quickly deduced that while he was stronger, the effects would not last without the machine. Frost told Wilkes to come with her to learn to control Zero Matter, but he refused, so Frost told him that Isodyne Energy had only recruited him because of the color of his skin, in the same way that Jane Scott was hired because she was a woman, and it made the company more diverse. As Frost explained her desires for the Zero Matter, Joseph Manfredi arrived and helped her to knock out Wilkes and kidnap him.
Frost had Manfredi carry Wilkes into his car; however, before they could get away, they were interrupted by Ana Jarvis who demanded that they let him go. Manfredi pulled his gun, but Frost ordered him to put it away, claiming that they were not monsters. Frost and Jarvis argued about whether or not Wilkes would die if he was taken away, with Frost arguing that what he needed was answers. When Peggy Carter's car pulled into the drive, Frost took Manfredi's gun and shot Jarvis in the stomach in an attempt to distract Carter long enough for her and Manfredi to escape with Wilkes.
==== Testing Jason Wilkes ====
: "I'm hoping I disappear and don't come back.""I don't believe that, I don't believe that for a moment, not after you've worked so hard to stay in the realm of existence."
: ―Jason Wilkes and Whitney Frost[src]
Frost took Jason Wilkes to an empty warehouse where he was hand-cuffed to a pipe and Frost waited for him to awake. Frost worked out how long it would be until Wilkes vanished and explained this to him when he awoke, asking him what happened during the experience. Wilkes tried to buy time, but Frost saw through his excuses and suggested that they study each other. Frost questioned if Wilkes could also hear voices, asking if she was going mad or not. She then gave Wilkes her research to study and come up with his own conclusions.
Although Wilkes continued to remain skeptical about being able to control the Zero Matter, Frost made him reconsider, telling him that if he accepted it then he would be able to control it. Just as Wilkes began to accept this, Joseph Manfredi arrived with news, interrupting their concentration. Once she had Wilkes doing as she said, Frost greeted Manfredi with a kiss and was informed that Peggy Carter had visited him earlier that day, offering to hand over the uranium rods from the Atomic Bombs in exchange for Wilkes' safe return, which Frost happily agreed to.
==== Double Crossed ====
: "Such a pity, two accomplished women should be standing on opposite sides.""Yes, you're such a stanch defender of the sisterhood, I can tell by the way you shot an unarmed innocent woman.""Oh, occasionally sacrifices must be made."
: ―Whitney Frost and Peggy Carter[src]
Frost and Joseph Manfredi waited outside the warehouse for Peggy Carter and Daniel Sousa's arrival with the uranium rods. When Manfredi called Frost gorgeous they had a brief argument where Frost claimed that Manfredi was lying to her; however, Manfredi told her that her scars were nothing to be ashamed of and instead represented power and made her more beautiful than ever before. The pair went to kiss just as the van finally arrived.
Frost and Carter debated their rivalry, with Frost insisting that they should not be working against each other while Carter reminded Frost how she had shot the unarmed Ana Jarvis, leading to Frost insisting that it was the right thing to do in the grand scheme of her plan. When the rods were handed over, it was discovered they were fake, causing Carter to escape with Wilkes. However, Wilkes had been convinced by Frost and betrayed Carter, demanded to know where the real rods were before escaping back to the Manfredi mob guards.
=== Nuclear Test ===
==== Power Denied ====
: "Jason? No, Jason, what are you doing? What are you... No! What about me! Take Me! Noooo, it's supposed to be me! No! What about me? Take me!"
: ―Whitney Frost to the Zero Matter[src]
Jason Wilkes betrayed Peggy Carter and got the location of the real uranium rods, which Frost ordered Vernon Masters to steal from the Auerbach Theatrical Agency. With everything in place, Frost checked with Masters as they waited for the Atomic Bomb to be dropped so the test could begin. While Masters awaited her orders, Frost sat beside Wilkes as they discussed if the test would be successful, but Frost assured Wilkes that she was very confident they would succeed.
The bomb was dropped and the rift that created the Zero Matter was once again discovered. With the rift open Frost and Wilkes went down to examine it, and Wilkes noted that he could now hear the voices in his head although Frost could not. To her horror, the Zero Matter lifted Wilkes into the rift and absorbed him to another dimension; however, Frost was left behind, screaming that she should be taken, too. The rift was destroyed by a shot from a device the SSR had made, leaving Wilkes filled with power and lying in a crater.
Suddenly Edwin Jarvis pulled up next to the site and, before he could be stopped, furiously shot Frost twice in the chest in revenge for the shooting of Ana Jarvis. The Zero Matter, however, saved Frost's life and healed her wounds in seconds. Just as Manfredi arrived with his men and prepared to avenge the death of his lover, Frost ordered him to stop, claiming that she needed Jarvis and Peggy Carter alive so that they could be used to blackmail Wilkes into giving up his power. They were then knocked out and locked in the van.
Frost and Manfredi drove the still unconscious Wilkes from the desert until he finally awoke with his eyes completely black. When Wilkes claimed to not be well Manfredi pulled his car over and insisted that Wilkes throw up outside, so he did not damage the car. Frost questioned what Wilkes had seen when he went inside the rift, but Wilkes insisted that he had seen nothing but blackness, Frost then asked why he had been allowed to return from the rift, but Wilkes could not provide an answer.
Frost allowed Wilkes to exit the car, with Manfredi dragging him out, they then decided to show him Carter and Jarvis to motivate him to obey their orders. However, when the truck driver went to the back, they discovered that Carter and Jarvis had broken free and escaped, throwing Frost into a rage. Frost turned to Manfredi and ordered him to kill the truck driver, which he obeyed by shooting him between the eyes and using the murder as a way to motivate Wilkes into doing as instructed, promising Frost that his men would find Carter and Jarvis.
==== Torturing Jason Wilkes ====
: "I am at my wits end with you Doctor; scalpels, needles, nothing pulls this out of you and I know you could give it to me if you choose.""It'll kill you.""Let me be the judge of that."
: ―Whitney Frost and Jason Wilkes[src]
Joseph Manfredi was able to secure a Waste Management Facility for Frost to use in her experiments, although she insisted that it was a dump, she was assured it was out of the way and her equipment from Isodyne Energy had been delivered. Frost relented and decided it would work. They then went to Jason Wilkes who continued to beg to be taken into the desert as he felt he was too dangerous. Frost ignored his pleas and began her experiments.
Despite the experiments being run for hours on end with various tools and equipment, Frost failed to draw any of the Zero Matter from within Wilkes, leading to Manfredi recommending that they pause the experiment before they accidentally kill Wilkes, as he had seen men being tortured before. Frost agreed and furiously began demanding that Wilkes hand over the Zero Matter, despite his continued warnings that it would kill her due to its immense power. They were then informed that one of Vernon Masters' men was there to speak to her.
To her surprise it was Jack Thompson who had come to see her, explaining that he did not have the Gamma Cannon as was promised. When Thompson began flirting with Frost, Manfredi became jealous, causing Frost to order him to leave. Thompson explained that the Cannon was at the SSR and that Masters was planning to use it to kill Frost. Thompson offered to bring Frost the Cannon and Masters for her to kill, when Frost noted that he must want Masters' job, Thompson explained that this was not the case, and he instead desired a seat on the Council of Nine.
==== Zero Matter Overload ====
: "I'm remaking the world in my image, and I'm starting with you... Why are you smiling?""Because they got you, too, bitch!"
: ―Whitney Frost and Vernon Masters[src]
Having agreed to trick Vernon Masters and execute him, Frost awaited Masters and Jack Thompson's return with the Gamma Cannon. Once they arrived, Frost listened closely as Masters explained how the Cannon worked, with Frost claiming that she intended to use it to take the Zero Matter from Jason Wilkes' body. When Masters tried to kill Frost with the Cannon, Frost mocked him while Thompson drew his gun and threatened Masters.
With Masters now defenseless and on his knees, Frost listened as he begged Thompson to reconsider his decision, noting that if they went against Frost now, they could still run the country together. Frost, however, mocked her former ally and claimed that all Masters did his entire life was answer to men more powerful and respected than him. Despite Masters' best efforts, Thompson remained loyal to Frost and told her that they would talk more once the experiments were completed, leaving Frost to kill Masters by absorbing him with Zero Matter while Masters begged for help.
Frost began to choke Masters, slowly and painfully absorbing him into her skin with Zero Matter while Masters tried to convince her that he was still a more worthwhile ally than Thompson due to his connections. Frost, however, refused to listen, claiming that she would soon be remaking the world in her own image and promised to kill his connections, too. To her confusion, Masters began laughing and revealed that Thompson had left a bomb to kill them all. When Frost went to disarm it, Wilkes stormed into the room moments before the Zero Matter inside him overloaded and exploded.
==== Threatening the SSR ====
: "You can run if you want! But why bother? I know where you're going and it's only a matter of time before I find you! You honestly thought that I--"
: ―Whitney Frost[src]
Once Frost regained consciousness from the explosion, she stood and stared around her, noting Peggy Carter, Jack Thompson, Daniel Sousa, and Jason Wilkes in the room with her. As she stood, the Zero Matter the explosion had expelled from Wilkes' body coalesced around her, allowing Frost to absorb all the Zero Matter, rendering her more powerful than before. Frost moved threateningly towards the others, who turned and ran for their lives knowing how powerful Frost was.
Frost followed them out the building and challenged them, claiming that they could not hide from her as she knew exactly where they were going and that they were foolish to ever try to stop her. Frost prepared to unleash her mass of Zero Matter and kill them all. However, before she could reach the group, Frost was struck by a car driven by Edwin Jarvis and Howard Stark before she could react. While Frost lay dazed but generally unharmed on the floor, Carter, Wilkes, Thompson, and Sousa escaped, leaving Frost on the ground where she quickly rose back to her feet.
==== Manfredi's Distractions ====
: "I'm going to open a new door, and this time it's going to stay open.""Ahh, well that sounds like a real nice shindig, how about we get some food...""Don't touch me while I'm working!"
: ―Whitney Frost and Joseph Manfredi[src]
Frost returned to the Chadwick Residence, where she began planning a machine to open the rift again to receive more Zero Matter, drawing designs for her machine and sticking them over her bedroom walls to be studied in detail. When Joseph Manfredi interrupted her work to suggest she get something to eat, Frost furiously sent him away, demanding that he never touch her while she was still working before continuing her formulas, not stopping even when the light waned while Manfredi went to Nonna Manfredi for advice about what he should do next about her.
However, Manfredi interrupted her again a few hours later, asking for her help in interrogating one of his Manfredi Crime Family men, claiming that he was not afraid of him but that he believed that the threat of torture by Zero Matter would force him to break. Although Manfredi claimed that he would not have distracted her if it was not important, Frost insisted that there was nothing more important than the work that she was currently doing. When Manfredi claimed that this was important to him and questioned if her work was really more important to her than their relationship she relented and agreed to help him.
Once she had finished her current equation, Frost followed Manfredi downstairs where she found him beating and threatening Hank to confess to working with his rival, little Tommy Fontana. Although Hank insisted that he was innocent, Manfredi seemed to not believe him and continued beating him until finally he asked Frost to help. Before Frost could unleash her Zero Matter however, Hank begged her to stop and admitted that the feds had forced him to give up information about the Manfredi mob. Once she succeeded, Frost returned to her room and continued working on her detailed research.
==== Losing the Zero Matter ====
: "No, please I need it! Give it back! Noooo!""Hey look at that, your face is fixed, you'll look real pretty in prison.""No, let me go! Let me go!"
: ―Whitney Frost and Jack Thompson[src]
The next morning, Frost was continuing her research in designing a new way to gain more Zero Matter when she suddenly felt the opening of a new Zero Matter rift which had somehow been activated by the Strategic Scientific Reserve at the Stark Pictures set. Oblivious to all but the call of Zero Matter, she left the house and followed the trail to get what she desired.
Frost soon arrived at the Stark Pictures set where she walked past Aloysius Samberly, causing him to scream in fright before fainting at the sight of Frost. She continued moving towards the rift, ignoring everyone and everything in front of her. As she ignored the other people there and what they were doing as she moved to the rift, she failed to notice that Daniel Sousa had spotted her and warned the others while Howard Stark was standing with the Gamma Cannon he had brought. Frost just stared into the rift and was amazed that she was right and her designs had worked just as she had thought.
While she was distracted by the beauty of the rift, Stark shot Frost in the back with the Gamma Cannon and the Zero Matter was sucked from her body and into the rift, leaving her on the ground, drained of her power while Peggy Carter and Daniel Sousa raised their guns and informed her that she was now under arrest for her many crimes. While Frost begged and screamed at them to give back her power, Jack Thompson wrestled her to her feet, he informed Frost that her face had returned to normal. Frost frantically realized that all the Zero Matter had left her, causing her mind to completely snap.
==== Locked Away ====
: "It's gone... It's all gone... Everything I worked so hard to accomplish. What should I do?"
: ―Whitney Frost[src]
Her sanity deserting her, Frost was placed in a straightjacket and left alone in a room, since she would try to claw her face open. She faced the window and imagined Calvin Chadwick with her, muttering to herself continually in her delusions. No sharp objects were allowed to be in the room with her, for fear of her mutilating herself. Joseph Manfredi, still in love with her, came to visit her in the asylum.
== Personality ==
: "Because I'm thinking."
: ―Agnes Cully[src]
The woman who would later be called Whitney Frost was always thinking, calculating and studying. Finding herself able to make household repairs at a young age, Agnes Cully experimented with electronics and constantly hoped to improve even her own repairs. Though her mother discouraged her, telling her that her looks would be more helpful, Cully continued to develop her intellect, but used her beauty as a secondary option to get what she desired.
By always studying and memorizing, acting became easy and Frost grew famous. Frost learned to turn that skill to her advantage and could manipulate powerful men to do her bidding. She was able to garner a favor from Joseph Manfredi after not speaking to him for years. Frost is ambitious, but knows when to forego a photo-opportunity when something more important is at hand. Although she often manipulated her husband Calvin to get what she wanted, Frost displayed some affection towards him and was genuinely hurt when he betrayed her for the Council of Nine.
Upon being infected by the Zero Matter, Frost became arrogant, power-hungry, egotistical, paranoid, delusional and outright ill-tempered, unable to accept failures and setbacks to her plans. She also became truly sadistic and enjoyed tortured her enemies such as Dottie Underwood and Agent Peggy Carter with her newly-gained powers, thus granting herself an intimidating presence that even made the cold-hearted Dottie fearful for her own life. Upon her husband's betrayal, she grew mentally unstable to the point of being incapable of trusting anybody. After she loses the Zero Matter, Frost lost all of her grips on reality and couldn't find any meaning in her life, now that her lifelong dream had fallen apart.
== Powers and Abilities ==
=== Former Powers ===
: "I thought that would hurt more."
: ―Whitney Frost[src]
* Artificially Enhanced Physiology: Whitney Frost obtained Darkforce-related powers after being caught in an explosion caused by Zero Matter samples in Isodyne Energy's possession. This caused her to become hungry for more power.
** Enhanced Durability: As a side effect of absorbing large quantities of Zero Matter, Frost possessed a great tolerance for pain. She was able to withstand severe strikes by Peggy Carter, feeling little pain and experiencing practically no physical damage from the altercation. She even taunted Carter about her power before taking a headbutt. She also survived an explosion of Zero Matter from Jason Wilkes as well as being run over by Edwin Jarvis.
** Darkforce Manipulation: Using Zero Matter, Frost found that she could manipulate the substance, allowing her to absorb beings, which left a visible crack on her forehead that got larger every time. Frost eventually learned to control her powers better and was able to send Darkforce outward to her intended targets to absorb them, even able to select individual targets though gathered. Frost also learned to use the cold of Darkforce as a very effective torture device without killing her target, notably doing so to Dottie Underwood.
*** Regenerative Healing Factor: When Frost was shot point-blank by Edwin Jarvis, she was able to be healed by the Zero Matter.
*** Absorption: Frost mostly used her powers to absorb people. She ran tests and found she could absorb rats. However, she also found out it left a scar on her forehead. She did not control it well sometimes as Kenneth Z. was transformed and absorbed due to fear, while a rat who bit her and Rufus Hunt were absorbed because of anger. When attacked by the Council of Nine, she expelled the Zero Matter to absorb many of her enemies including her husband, Calvin Chadwick. She also absorbed Jane Scott's Zero Matter on command as well as attempting to kill Peggy Carter the same way, but was pushed away before she could finish.
**** Power Augmentation: The more Zero Matter Frost absorbed, the more powerful she got, believing that one day her and Calvin Chadwick could rule the world and prevent wars as well as get respect. This made her strive to get more Zero Matter.
*** Zero Matter Detection: Frost could detect where Zero Matter was, being able to know that a rift was opened up at Stark Pictures. She also located Jane Scott's body so she could absorb her Zero Matter.
=== Abilities ===
: "So she's a genius.""I'm a genius. Whitney Frost... She defies categorization."
: ―Peggy Carter and Jason Wilkes[src]
* Genius-Level Intellect: At a young age, Agnes Cully developed skills in electronics. During World War II, she designed a machine that could output ten times the energy produced by the fast-neutron reactor. However, she soon learned that people only cared about women's looks, deciding to changed her name and become an actress. Even when she got older, Frost retained her intelligence. She was able to use this intelligence to do studies on the Zero Matter. She also easily disabled Dottie Underwood's tracker.
* Master Scientist: Frost used her scientific genius to make Isodyne Energy prominent, but due to the sexism of the 1940s, allowed her husband Calvin Chadwick, to be named its owner. Frost experimented to gain control over her powers to use them intentionally, instead of accidentally. Frost was able to take a casual glance at blueprints of different inventions of Howard Stark and understand what she saw. She also helped Jason Wilkes control his powers while also figuring out she needed an Atomic Bomb to get more Zero Matter.
* Tactician: Although Calvin Chadwick publically did all of the work, Frost was often behind the scenes of the Council of Nine, dictating some of Chadwick's decisions. She divised many plans centered around the Zero Matter like hiring Rufus Hunt, kidnapping Jason Wilkes, shooting Ana Jarvis and even using an Atomic Bomb to get more Zero Matter.
== Equipment ==
=== Weapons ===
* Walther PPK/S: Frost carried this handgun when she infiltrated Isodyne Energy Headquarters in order to steal the sample of Zero Matter stored inside. She used the gun to threaten Jason Wilkes, who also wanted to retrieve the sample, but Wilkes managed to disarm her before she had a chance to shoot, but releasing the Zero Matter while doing so.
* Colt M1911A1: Frost borrowed Joseph Manfredi's gun to shoot Ana Jarvis in the stomach, and buy themselves some time to escape from Howard Stark's Estate.
== Facilities ==
* Bud Schultz's House: Cully grew up in Broxton, Oklahoma with her mother and then boyfriend Bud Schultz. She spent most fof her time tinkering with devices like radios.
* Chadwick Residence: After marrying Calvin Chadwick, Frost lived with him in his home. One time she caught him calling the Council of Nine in the middle of the night.
== Relationships ==
=== Family ===
* Richard Cully - Father
* Wilma Cully - Mother
=== Allies ===
* Ned Silver
* Manfredi Crime Family
** Clifford
** Roxxon Guard
** Hank
* Mabel - Maid
* Council of Nine
** Hugh Jones
** Mortimer Hayes	
=== Enemies ===
* Bud Schultz
* Jane Scott †
* Andrew Henry †
* Kenneth Z. † - Accidental Victim
* Edwin Jarvis †
* Howard Stark †
* Strategic Scientific Reserve
** Peggy Carter †
* Rufus Hunt † - Former Ally and Victim
* Thomas Gloucester † - Victim
== Trivia ==
* In the comics, Whitney Frost (birth name Giuletta Nefaria) is known as Madame Masque. She is one of Iron Man's enemies and is the daughter of known Maggia leader Count Luchino Nefaria. She wears a golden mask to cover the facial scars that she gained from an airplane crash.
* Most of the movies in which Frost starred are references to the comics version of the character:
** "The Woman with the Golden Mask" is a reference to her signature mask in the comics.
** "Tales of Suspense" is a reference to the comic book series in which she first appeared.
** "The Nefarious Daughter" is a reference to her birth name, Giuletta Nefaria, and her being the daughter of Count Nefaria.
* This version of Whitney Frost is inspired by Hedy Lamarr, a 1940s actress and a scientific genius. Lamarr was later mentioned in the first episode of What If...?.
* Several shots of Whitney's dressing table, particularly the shots that show the mirror, show that there are two golden drama masks on the wall behind her, a nod to her comic book name.
* Whitney Frost is the first villain in Agent Carter to possess actual superpowers.
== Behind the Scenes ==
* When Wynn Everett first auditioned for the role, she was told the name of the character was an actress named Wendy Fallon. She later acknowledged her character's real name and found out about her comic book's backstory.
== References ==
The Marvel Cinematic Universe Wiki has a collection of images and media related to Whitney Frost.
The Marvel Cinematic Universe Wiki has a collection of quotes related to Whitney Frost.
# ↑ Jump up to:1.0 1.1 1.2 1.3 Agent Carter: 2.01: The Lady in the Lake
# ↑ Jump up to:2.0 2.1 2.2 2.3 2.4 2.5 Agent Carter: 2.04: Smoke & Mirrors
# ↑ Agnes Cully Birth Certificate
# ↑ Jump up to:4.0 4.1 4.2 Agent Carter: 2.03: Better Angels
# ↑ Jump up to:5.0 5.1 5.2 5.3 Agent Carter: 2.05: The Atomic Job
# ↑ Agent Carter: 1.07: SNAFU
# ↑ Jump up to:7.0 7.1 7.2 7.3 7.4 Agent Carter: 2.10: Hollywood Ending
# ↑ Jump up to:8.0 8.1 Agent Carter: 2.02: A View in the Dark
# ↑ Jump up to:9.0 9.1 Agent Carter: 2.06: Life of the Party
# ↑ Jump up to:10.0 10.1 Agent Carter: 2.07: Monsters
# ↑ Jump up to:11.0 11.1 11.2 Agent Carter: 2.08: The Edge of Mystery
# ↑ Jump up to:12.0 12.1 12.2 Agent Carter: 2.09: A Little Song and Dance
# ↑ Exclusive: ‘Marvel’s Agent Carter’ Producers on Season Two Villain, Hollywood Setting, and Action
# ↑ Wynn Everett Talks Agent Carter Season Two 2016
== External Links ==
* Whitney Frost on Marvel Database
* Whitney Frost on Wikipedia