Real Name: Sunset Bain

Identity/Class: Human, technology user

Occupation: Weapons designer and supplier; her company is also involved in a number of other illicit operations, such as money laundering

Group Membership: Head of Baintronics, INC;
    former member of the New Enforcers (Blitz, Controller, Dragon Man, Dreadnought, Eel, Fixer, Mentallo, Mr. Fear, Plantman, "Super-Adaptoid", Tangle, Thermite, Vanisher)

Affiliations: Served by an army of henchmen;
    formerly Miles Brickman, Stuart Clarke (Rampage), Dr. Octopus, Jocasta, Krager, John Maxwell, the Orb, Tony Stark, War Machine (Parnell Jacobs), Zarkoff;
    formerly served by Agent 5, Mr. Isley, Rollins, Santella, and countless others

Enemies: Astrodyne Systems, Aurora, Blood Rose (Richard Fisk), Fin Fang Foom, Hawkeye, Iron Man (Tony Stark), Machine Man, Northstar, Sandman, Sasquatch, Bill Smalls, Stewart Smalls, Spider-Man, Taskmaster, Termini, the Triad gang

Known Relatives: None

Aliases: Madam Menace, Madame Menace;
    Armorer of the Underworld, Queen of the International Jet-Setters

Place of Birth: San Diego, California

Base of Operations: Baintronics (multiple offices across the USA, including one in a Manhattan skyscraper--she had an office on the 20th Floor of that building)

Extent of Education: Ph. D. from Massachusetts Institute of Technology

First Appearance: Machine Man I#17 (October, 1980)

Powers/Abilities: None. Sunset Bain prefers to manipulate others into fighting for her, rather than getting involved in combat herself. However, when needed, she has access to any of the weapons of her own design, such as a sonic disruptor

Height: 5'6"
Weight: 140 lbs.
Eyes: Brown
Hair: Brown

(Marvel Comics Presents II#12/2 (fb) - BTS) - Sunset allegedly met Able Stack as a young girl and was impressed by his brilliance.

(Iron Man III#19 (fb)) - Sunset Bain first met Tony Stark when he was in his last year at M.I.T.  Bain seduced the younger Stark and fooled him into showing her his company's security system.  Stark Industries was soon raided by masked men who made off with several prototypes.  Within a year, the designs helped launch the company that became Baintronics, and Sunset ended her involvement with Stark. 

(Marvel Comics Presents II#10/2 (fb)) - Madame Menace allegedly slew the Mind Monitor, had her agents capture Mr. Hotline and Kringe, and confronted the disassembled yet still operating Machine Man, kissing him.
This may all have been part of Machine Man's delusion years later.

(Machine Man I#17) - After Machine Man had lost his left arm in combat with Baron Brimstone and the Satan Squad (in Machine Man#16), a  man known only as Krager stole the inert limb and brought it to a warehouse from which Madam Menace's agents worked. Bain's agents notified her of the acquisition, taking her away from a party at her penthouse apartment. She bought the arm from Krager for a thousand dollars--Krager wanted 20, 000, but he agreed to 1000 when she threatened him with one of her flesh-eating roaches.

Coming upon the idea of capturing Machine Man so she could use him as her prototype to mass produce an army of similar robots, she used the arm as the bait in a trap. Machine Man used a temporary arm designed by "Gears" Garvin to track down the arm in her warehouse, where he was blasted by electromagnetic energy and then held between two highly-amplified, electrically charged magnets. She left him trapped there while she met with a prospective buyer, the anarchist Zarkoff. However, Machine Man broke out of the trap and confronted her at that meeting. Zarkoff sent his men to hold Machine Man and Madame Menace both while he made off with her sample arm. Menace avoided Zarkoff's men, shot him in the shoulder, and retook her case. Zarkoff blew up his own ship in a back-up escape plan, but Menace somehow made it off in time, although she was forced to dump Machine Man's arm to get him off of her back.

(Machine Man I#18)- With her base compromised, Madam Menace went into hiding, and had her men clean out the base. Their activities were disrupted by Machine Man, encouraging Menace to continue her plan to obtain and disassemble him by developing a Sonic Disruptor. As Sunset Bain, she met with Senator Miles Brickman to forge an alliance with him, but his career was soon cut short when Department H revealed his corruption. Menace set up an ambush for Machine Man, placing an ad in the Daily Bugle to lure him where her men could use the Sonic Disruptor on him, but Aurora, Northstar and Sasquatch of Alpha Flight arrived, and defeated most of them, temporarily waylaying her plans for Machine Man.



(Ghost Rider II#63) - Madam Menace supplied the Orb with a new laser-helmet, 3.5 times more powerful than his previous helmet. She then provided him with robot duplicates of the Ghost Rider (Blaze) to test it out on.

(Solo Avengers#17) - Madame Menace supplied an entire shipment of high tech arms to Dr. Octopus. The transfer was disrupted by Hawkeye and the Sandman--working for Silver Sable. Sunset used a sonic weapon to incapacitate Sandman, but Hawkeye--who had had suffered severe hearing damage from a previous conflict--was less affected. Hawkeye disarmed her men, but was then attacked by Dr. Octopus, and Madame Menace took advantage of the distraction to escape via her jet pack. Sandman, having recovered, went after her, but she sent a remote controlled giant hand after him, and she managed to get away--as did Octopus.

(Iron Man Annual#11)- As Sunset Bain, Menace met with Tony Stark to discuss deals between Stark Enterprises and Baintronics, but they were interrupted by the arrival of Machine Man, damaged from battling creatures infected by the "Terminus Plague", and carrying Jocasta's head. Iron Man brought Machine Man and Jocasta to Baintronics, where Bain feigned a desire to aid Machine Man, but instead, immediately set about creating a duplicate Machine Man of her own. However, some "Termini" attacked her plant, and she was forced to call on Iron Man to protect her. In the course of the battle, Machine Man revived, and while he and Iron Man destroyed the Termini, it spoiled Bain's plan to market Machine Man as her own product. However, she did muse the possibility of placing Jocasta's head on the Machine Man body.

(Spider-Man#26)- Bain sent one of her men, John Maxwell, to apprehend Stewart and Bill Smalls, who had made off with a personal force field device built by Baintronics. However, Maxwell and the Smalls brothers were all apprehended by Spider-Man.

(Web of Spider-Man#99 - BTS, 100) - Madam Menace served on the "inner circle" of a new team of Enforcers who were vying for pieces of the Kingpin's criminal underworld. Although the "outer circle" of the team were defeated by Spider-Man, the inner circle's existence was not discovered, leaving them free to pursue their plans.

(Iron Man III#1)  Sunset Bain attended Tony Stark's "Welcome Back" party and proposed a joint venture between the two of them.

(Iron Man III#11 - BTS) Bain hires the new, evil War Machine to destroy Astrodyne Systems in order to create an opening in Stark's schedule.

(Iron Man III#12)  Bain calls Stark after the destruction of Astrodyne to offer to fill the gap in his schedule, supposedly to help generate money for the Maria Stark foundation.  Stark realizes Bain was behind the attack, but collapses from his injuries before he can find any proof.  

(Iron Man III#18)  Stark, as Iron Man encounters Sunset Bain after defeating the dragon Fin Fang Foom.  Baintronics was contracted by the U.S. Navy to transport the dragon to a secure facility.  After a brief conversation with Iron Man, Bain invites herself to a party at Stark's house.  


At the party, Bain tries to talk Stark into working on a project for Baintronics.  Stark accepts in order to find proof of her links to War Machine and the attack on Astrodyne.  

Back at Baintronics, Sunset warns War Machine not to kill Iron Man and then reveals the true reason she wants Stark to work for her.  She intends for Stark to decode the artificial intelligence of Jocasta, the former Avengers' associate long believed to be destroyed.  

(Iron Man III#19)   Stark begins to decode the AI, but just when he begins to recognize the patterns, Bain suddenly comes in for a quickie in order to distract him.  However, Tony isn't as whipped as Bain thinks, as he immediately returns to work and recognizes Jocasta's operating system.  Alarms go off as Stark interfaces with Jocasta directly.  Bain sends her troops to arrest him, but he manages to escape with Jocasta's help.

Stark returns as Iron Man, but before he can attack, he is engaged by War Machine.  Bain is able to finish his work on Jocasta and uses her AI to control a "smart weapons" system.  She targets both Iron Man and War Machine with her advanced weaponry. 

(Iron Man III#20)  Bain continues to monitor the battle as Iron Man is taking the brunt of her attack.  War Machine is about to finish the Golden Avenger when Tony's friend Rhodey shows up and convinces War Machine (an old army buddy) to break off the attack.  Enraged, Bain fires War Machine and his partner Stuart Clarke.  

The weapons continue to target Iron Man, but he convinces Jocasta to break free of Bain's control.  Bain then attempts to blame the attack on Jocasta, but of course Iron Man isn't fooled.  Meanwhile, Jocasta begins to fax evidence of Bain's crimes to the authorities.  Although it will cost her the brains to her smart weapons, Bain has no choice but to delete Jocasta's files before the cops come knockin'.  However, Iron Man is able to upload Jocasta's systems into his armor before she is completely lost.  He then tells Bain that Stark is quitting her employ and flies off.           

(Taskmaster#1 (fb)) - Baintronics employed some of the specialists in the Triad gang in her more delicate security needs. However, Sunset soon realized that the Triads had been watching her for signs of weakness. The Triads soon set their legitimate business fronts to directly compete with those of Baintronics.

(Taskmaster#1) - Sunset hired the Taskmaster to sabotage the plans for a semiconductor at Stark Enterprises--both to foil the plans of the Triads and to eliminate competition from Stark. Taskmaster completed the contract successfully, but rather than pay him his full amount, she had him set up by some police she had paid off--to kill him.

(Taskmaster#2) - Taskmaster survived the set-up, and then manipulated the Triads into attacking one of Bain's money laundering operations. Sunset retaliated and ordered a number of the Triads' bases burnt to the ground.

(Taskmaster#3) - The Triads discovered Taskmaster's manipulations and revealed them to Sunset, calling a truce. She teamed her forces up with the Triads, sharing information and resources in order to track down, attack, and capture the Taskmaster. After his defeat, Sunset called in her men to kill off the Triads--she had sent other agents to finish off the other heads of the organization while the rest were going after Taskmaster. She then had her men bind Taskmaster and dump him off a bridge.

(Taskmaster#4) -  The Taskmaster survived this trap as well (surprise!) and then launched a full assault on Baintronics, crashing a van into the building and then making his way to the top floor, to Sunset's office. Taskmaster overpowered her personal bodyguard, Isley, and shot her through the shoulder, but other members of her security arrived by helicopter and drove him off.

One week later, as she emerged from seclusion, surrounded by bodyguards, the Taskmaster could be seen monitoring her every move.

(Punisher War Journal II#17 (fb)) - Sunset fell on hard times.

(Punisher War Journal II#17) - Sunset Bain and Parnell Jacobs each tried to use Clarke to get the rest of the War Machine armor (Jacobs had the armor while Bain had the helmet). Bain romanced Clarke, and Clarke shot Jacobs three times in the chest. Once Bain found out where Jacobs hid his armor, she clubbed Clarke with the helmet and took off.
    Clarke then informed the Punisher of her location and he took her out.

(Marvel Comics Presents II#12/2 (fb) - BTS) - Madame Menace gathered pieces of Machine Man, tying him into the immense State 51 facility he had claimed after the Nextwave had defeated the Beyond Corporation.

(Marvel Comics Presents II#10/2) - Madame Menace arrived on State 51 as Machine Man was having some sort of mental breakdown, speaking to a therapist and using robots to act out various memories or delusions; Machine Man recalled Menace interacting with him during an early battle with Mr. Hotline (which may have been one of his delusions). Menace shot the therapist in the head.

(Marvel Comics Presents II#11/2) - Menace revealed the therapist to have been a robot and that all of Machine Man's flashbacks were scenarios involving robots, with everything having taken place on State 51. She then ran off, challenging him to stop her before she could make some danger.

(Marvel Comics Presents II#12/2) - Menace merged Machine Man with State 51, turning him into a giant robot that touched down in Bombay, intending him to cause mass chaos. Machine Man transformed the giant form to mimic that of Kali or some other Hindu god, calming the people, after which he separated himself from State 51, put it back in the air, and turned Menace over to SHIELD. As she was taken away, she noted, "This is the beginning of a wonderful antagonization."

(Amazing Spider-Man I#683 (fb) - BTS) - At some point Earth-616's Sunset Bain acquired Iron Man 2020's armor and stored it at a warehouse of Baintronics East in Taiwan. It was eventually stolen by Chameleon for Doctor Octopus, who used its future technology to deactivate Iron Man's armor in battle with the Avengers.

Comments: Created by Tom DeFalco and Steve Ditko.

While Iron Man I Annual#11 would have appeared to have been Stark and Bain's first meeting, Kurt Busiek explained their conversation from that issue as a little game they play, where they always pretended to meet for the first time while they were dating. Hat's off to Kurt for making her an interesting, three-dimensional character. And she's definitely way cooler without that crappy green costume with the eyeliner from Hell!

A future version of Sunset Bain, of the Earth-8410 timeline, circa 2020 AD showed up in the second Machine Man series. This is a different character (i.e. not from the same reality as the -616 one) and will not be covered under this profile.

The Taskmaster series was a complete re-write of the powers and personality of the Taskmaster. Still, it was an interesting read.

Adam-Troy Castro's novel Spider-Man: Secret of the Sinister Six (March, 2002), pg 335, noted that Baintronics owns Hanger A at the Zachary Mosely Corporate Air Center in Lynbrook, Long Island, a few miles west of JFK.

    There's a decent image of Madame Menace in MCP#11/2, first page.

    This MCP arc gets a big WTF from me. I'm not sure if it occurred before or after the Punisher War Journal story (meaning not sure if she survived that Punisher's assassination attempt (like pretty much everyone the Punisher kills in that series)). Not sure if the flashback with her encountering Mr. Hotline and the Mind Monitor occurred at all.

Thanks to Darci for a few corrections.

Profile by Chuck D, Prime Eternal, and Snood.

Not to be confused with:

images: (without ads)
Iron Man III#18, p7, pan1 (golden dress Sunset Bain body shot)
Machine Man I#17, Cover (Sunset Bain green costume)
Machine Man I#?? (Sunset Bain head shot green costume)
Taskmaster#3, p8, pan4 (Sunset Bain head shot)
Taskmaster#3, p8, pan5 (Sunset Bain handshake)
Marvel Comics Presents II#11/2, p1 (Madame Menace returns)

Machine Man I#17-18 (October-December, 1980) - Tom DeFalco (writer), Steve Ditko (artist), Denny O'Neil (editor)
Ghost Rider II#63 (December, 1981) - Michael Fleisher (writer), Luke McDonnell (pencils), Sal Trapani (inks), David Kraft (editor)
Solo Avengers#17 (April, 1989) - Tom DeFalco (writer), Al Milgrom (pencils), Don Heck (inks), Mark Gruenwald (editor)
Iron Man Annual#11 (1990) - Roy & Dann Thomas (writers), Tom Morgan (pencils), Randy Emberlin (inks)
Spider-Man#26 (September, 1992) - Tom DeFalco (writer), Mark Bagley & Ron Frenz (pencils), Klaus Janson, Al Williamson, Keith Williams, Mark Texeira, Tom Palmer & Joe Rubinstein (inks), Danny Fingeroth (editor)
Web of Spider-Man#99-100 (April-May, 1993) - Terry Kavanagh (writer), Derek Yaniger (#99) & Alex Saviuk (pencils), Derek Yaniger (#99) & Joe Rubinstein (inks), Danny Fingeroth (editor)
Iron Man III#1 (February, 1998) - Kurt Busiek (writer), Sean Chen (pencils), Eric Cannon (inks), Bobbie Chase (editor)
Iron Man III#11 (November, 1998) - Kurt Busiek (writer), Sean Chen (pencils), Lary Stucker & Eric Cannon (inks), Bobbie Chase (editor)
Iron Man III#12 (December, 1998) - Kurt Busiek (writer), Patrick Zircher (pencils), Larry Mahlstedt (inks), Bobbie Chase (editor)
Iron Man III#18-20 (July-September, 1999) - Kurt Busiek & Roger Stern (writers), Sean Chen & Patrick Zircher (#20) (pencils), Lary Stucker, Eric Cannon (#18-19), Jesse Delperdang (#20), Larry Mahlstedt (#20) & Rob Hunter (#20) (inks), Bobbie Chase (editor)
Taskmaster#1-4 (April-July, 2002) - Ken Siu-Chong (writer), UDON (artists), Brian Smith (editor)
Punisher War Journal II#17 (May, 2008) - Matt Fraction (writer), Howard Chaykin (artist), Aubrey Sitterson (editor)
Marvel Comics Presents II#10-12 (August-October, 2008) - Ivan Brandon (writer), Niko Henrichon (artist), Michael Horwitz (assistant editor), John Barber (editor)
Amazing Spider-Man I#683 (June, 2012) - Dan Slott (writer), Stefano Caselli (artist), Stephen Wacker (editor)


First Posted: 02/27/2003
Last updated: 05/30/2016

Any Additions/Corrections? please let me know.

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