Membership: Benedict, Brutus, Fawkes, Monmouth, Quisling and two unnamed others

Purpose: To aid Madame Masque

Affiliations: the Avengers (Goliath, Iron Man, Scarlet Witch, Triathlon, the Vision, Warbird, Wasp), Madame Masque

Enemies: Atlas, Count Nefaria, the Grim Reaper and his Steelskulls, Wonder Man
 formerly the Avengers (Goliath, Iron Man, Scarlet Witch, Triathlon, the Vision, Warbird, Wasp)
 Benedict only the Avengers (Black Widow, Crystal, Hawkeye, Masque, Quicksilver, Thor), Iron Man 2.0

Base of Operations: Madame Masque's base, hidden inside a butte in the Nevada desert near Las Vegas

First Appearance: (Benedict): Avengers I#398 (May, 1996)
 (the Inner Guard as a group): Avengers III#32 (September, 2000)

History: (Avengers I#398 - BTS) - After an argument between herself and her husband, Quicksilver, Crystal of the Avengers was attacked by Benedict. As Thor visited his comrades in the Avengers, he noticed a noise coming from the Wasp's room. When he blasted his way inside, he found the Wasp, who claimed she had been attacked by one of her teammates, as she had found one of Giant-Man's constructs implanted in the base of her skull. As Thor mused to himself about the Wasp's recent attitude and appearance, he, too, was attacked by Benedict and rendered intangible. Soon after, as Quicksilver and Scarlet Witch enjoyed a dinner, the Vision drifted through the ceiling and surprisingly attacked both of them. After they were rendered unconscious, Benedict revealed himself and stood victorious over the three Avengers.

 (Avengers I#399 - BTS) - As Benedict stood over his victims, he was watched by the newest honorary Avenger, Masque. She watched as Benedict removed a gold coin-shaped object from his hand and placed into the cybernetic I/O port located inside his head. Recognizing the technology, Masque attempted to leave. Benedict noticed her and attacked her with his cybernetic tentacles until Hawkeye arrived. After being hit by a few of Hawkeye's arrows, Benedict beat a hasty retreat. Upon the revival of the Avengers, the Black Widow accused Masque of having something to do with the attacks, while a few of the others suspected Henry Pym, a.k.a. Giant-Man. Much later, the Black Widow and Masque both investigated the caves beneath Avengers Mansion and once again came across Benedict, who attacked them both. Benedict managed to restrain Masque and tossed the gold coin-shaped object to the ground and demanded the Black Widow provide him with information in exchange for Masque's life. He then told her to use it wisely and retreated into the darkness, Masque in tow.

 (Avengers III#31 - BTS) - Madame Masque sent a facsimile of herself (probably created by the Inner Guard) to a meeting of Maggia heads called by the Grim Reaper. The Avengers gatecrashed, and the fake Madame Masque was destroyed when the Grim Reaper tried to use her as a hostage.

 (Avengers III#32) - Iron Man sent for the Black Widow, who brought the coin-shaped object given to her by Benedict. The Black Widow then filled the other new and old Avengers on the coin and how it contained encrypted information on all of the Maggia families. While the Avengers played catch-up, a paranoid Madame Masque instructed her Inner Guard to begin work on another bio-duplicate, given that the only active one (other than her captive, the Avenger Masque) had recently exploded during the Reaper's attack. Her Inner Guard rushed away, obediently taking care of their mistress's wishes.

Soon after, Grim Reaper and his Steelskull cronies searched the Las Vegas desert in an attempt to find the real Madame Masque, only to find the Avengers waiting for him. They battled until Madame Masque revealed herself and hidden base, unleashing her Inner Guard against the Avengers, thinking that they, too, were there to attack her. The battle between the Inner Guard, the Avengers, and the Grim Reaper was soon interrupted, however, by the arrival of Madame Masque's father, Count Nefaria, and the two mind-controled ionic superheroes, Atlas and Wonder Man.

(Avengers III#33) - Upon Count Nefaria's arrival, the Inner Guard switched to the side of the Avengers in order to defend their mistress from the threats of the Grim Reaper, his Steelskulls, the mind-controlled Atlas and Wonder Man, and Nefaria himself. During the battle, Monmouth was pounded into the ground by Atlas, and another of her Inner Guard was decapitated by the Grim Reaper's scythe. As the battle raged on, Madame Masque ordered Benedict to activate the Nefaria Protocols. Benedict rushed back inside Madame Masque's base and Count Nefaria then ordered Atlas and Wonder Man to destroy the butte and everything inside it. With her base being destroyed, Madame Masque ordered her henchmen to abandon the base and as she did so, Count Nefaria was there waiting. He grabbed her, but was knocked back by Iron Man, causing Madame Masque to fall towards the ground, only to be saved by Triathlon. Count Nefaria eventually pushed away the other Avengers and ordered Atlas and Wonder Man to pursue Triathlon. The Vision flew into the air and fell at maximum density on top of both Atlas and Wonder Man, stopping their pursuit. Count Nefaria punched the Vision, grabbed his mind-controlled henchmen, and flew away. With the battle over for the time being, the Wasp commented that she had not seen the Grim Reaper in a while, as the Avengers stood over the remains of the now deactivated and presumably destroyed Inner Guard.

(Iron Man: Hypervelocity#3 - BTS, 4) - Now in a dilapidated condition, Benedict turned up at a mecha rave party being held at the bottom of the ocean aboard a sunken cargo ship. When it learned that Iron Man 2.0 (the mind of Tony Stark uploaded into a suit of his armor) was among the guests, Benedict joined with other mechas in attacking it, but Iron Man 2.0 drove off all of his attackers.

Comments: Benedict created by Terry Kavanaugh, Ben Raab, Mike Deodato Jr., and Tom Palmer.

The Inner Guard created by Kurt Busiek, George Perez, Paul Ryan, and Al Vey.

I think it's a good idea to comment that Masque and Madame Masque are two different characters in this profile. Masque was a bio-duplicate of the real Madame Masque, who escaped her and became an honorary Avenger. Madame Masque is, of course, the Maggia crime leader. At every possible point, I will try to refer to Madame Masque as her full codename, instead of using "Masque" as a short name, to distinguish between the two characters.

Madame Masque named each of the robots after an infamous traitor.
Just a manifestation of MM's paranoia that she named all of her robots after traitors (which is what Busiek intended)--Prime Eternal
Benedict Arnold, Brutus who slew Caesar and Guy Fawkes who tied to blow up British Parliament but failed, but I have no idea who Monmouth is.--Will U
 Probably the Duke of Monmouth who would be considered another traitor, as he tried to seize the English crown. --Loki
  Vidkun Quisling-- is to Norway what Benedict Arnold is to the States.--Prime

For the unnamed two Ronald Byrd offers some suggestions:
 Iscariot, Wilkes, and Alger? ... Yes, Judas Iscariot, John Wilkes Booth, and Alger Hiss. I went with a last name, a middle name, and a first name since Madame Masque didn't seem to be following any appreciable pattern, what with one named "Benedict" and another named "Fawkes".
From my computer's Microsoft Bookshelf 98:
  Judas Iscariot (?-AD28?), in the New Testament, apostle who betrayed Jesus Christ to the Sanhedrin (see Bible). According to the Gospels of Matthew and Mark, Judas betrayed Jesus for 30 pieces of silver. When Judas saw the consequences of his guilt, he killed himself. The New Testament contains two accounts of his death (Matthew 27:3-5; Acts 1:16-20).
   Hiss (hs), Alger (1904-1996) American public official. Accused of espionage at the height of the Communist scare, he was convicted of perjury (1950) in a controversial case.

And of course John Wilkes Booth is the man who killed Abraham Lincoln.

Profile by Proto-Man


The Inner Guard robot, Benedict, has no known connection to

The Inner Guard robot, Brutus, has no known connection to

The Inner Guard itself has no known connection to

The Inner Guard robot, Monmouth, has no known connection to

The Inner Guard robot, Quisling, has no known connection to


Benedict was one of Madame Masque's constructs who had originally infiltrated Avengers Mansion to spy on the escaped bio-duplicate Masque. Upon recapturing Masque, Benedict returned to his mistress. Much later, he acted as an aide to Madame Masque and fought the Avengers and the Grim Reaper upon her orders. Once Count Nefaria arrived, he switched sides and fought alongside the Avengers to save his mistress and eventually attempted to activate Madame Masque's Nefaria protocols. He was seemingly destroyed when Count Nefaria ordered Atlas and Wonder Man to destroy the hidden butte base of Madame Masque while Benedict was inside. Surviving, Benedict later turned up in dilapidated condition (likely the effect of the base's destruction) at a mecha rave party being held aboard a sunken ship on the bottom of the ocean. When Benedict learned that one of the guests was Iron Man 2.0 (the mind of Tony Stark uploaded into a suit of armor), it joined with other mechas in attacking him, but Iron Man 2.0 escaped.

Benedict was equipped with many cybernetic tentacles, which he could use for various effects including linking up with computer systems, overriding the brain patterns of others synthetic lifeforms, as well as erasing pieces of memory from their memory banks. He could also use the tentacles to ensnare others and render them intangible via some unknown means.

--Avengers I#398 (#398, 399, Avengers III#32, 33, Iron Man: Hypervelocity#4



Brutus was another of Madame Masque's robotic servants. Madame Masque had ordered him to increase the amino feed to another of her bio-duplicates when the Grim Reaper attacked. Madame Masque then ordered Brutus and the other Inner Guard robots to attack the Avengers, who had also arrived. When Count Nefaria showed up, Brutus and the others switched sides to aide their mistress. During the battle that ensued between the Avengers, the Inner Guard, Count Nefaria, Atlas, Wonder Man, and the Grim Reaper, Brutus was presumably destroyed along with the rest of the Inner Guard.

--Avengers III#32 (#32, 33d








Fawkes was another of Madame Masque's robotic servants. Before the Grim Reaper attacked, Madame Masque had ordered Fawkes to prepare the imprinting matrix for another bio-duplicate of herself. As both Fawkes and Quisling rushed off to their tasks, Masque told Fawkes to use Delta-Nine imprinting with triple-redundancies. As the Grim Reaper arrived with his Steelskulls, followed soon after by the Avengers, Madame Masque ordered Fawkes and the others to attack them all. The battle was quickly interrupted by the arrival of Count Nefaria and his brainwashed cronies, Atlas and Wonder Man. As a battle ensued between the Avengers, the Inner Guard, Count Nefaria, Atlas, Wonder Man, and the Grim Reaper, Fawkes was presumably destroyed along with the rest of the Inner Guard.

--Avengers III#32 (#32, 33d

 Fawkes' name appeared on S.H.I.E.L.D.'s list of mecha seen in Iron Man: Hypervelocity#6. Fawkes was possibly behind-the-scenes in Iron Man: Hypervelocity#3-4.



Monmouth was yet another of Madame Masque's robotic servants. Monmouth joined the other Inner Guard robots in attacking the Avengers and eventually sided with the them against Count Nefaria, Atlas, Wonder Man, and the Grim Reaper. During the battle that ensued, Atlas grabbed Monmouth and slammed him hard into the ground, presumably destroying him.

--Avengers III#32 (#32, 33d







Quisling was another of Madame Masque's robotic servants. Madame Masque ordered him to bring the electro-chemical balance up by 0.7 on another bio-duplicate when the Grim Reaper attacked. Quisling eventually joined the rest of the Inner Guard in attacking the Avengers and eventually sided with the them against Count Nefaria and his ionic mind-controlled servants, Atlas and Wonder Man. During the battle, Quisling was destroyed when Wonder Man flew through him, tearing him in half.

--Avengers III#32 (#32, 33d


Avengers III#32  p11, panel 1 (Inner Guard group shot)
Avengers III#32, p9, panel 1 (Benedict)
Avengers III#32, p11, panel 1 (Brutus)
Avengers III#32, p11, panel 1 (Fawkes)
Avengers III#32, p11, panel 1 (Monmouth)
Avengers III#32, p11, panel 2 (Quisling)

Avengers I#398-399 (May, 1996-June, 1996) - Terry Kavanagh & Ben Raab (writers), Mike Deodato (pencils), Tom Palmer (inks), Mark Gruenwald (editor)
Avengers III#31 (August, 2000) - Kurt Busiek (writer), George Perez (pencils), Al Vey (inks), Tom Brevoort (editor)
Avengers III#32-33 (September-October, 2000) - Kurt Busiek (writer), George Perez & Paul Ryan (pencils), Al Vey (inks), Tom Brevoort (editor)
Iron Man: Hypervelocity#4 (June, 2007) - Adam Warren (writer/layouts), Brian Denham (artist), Molly Lazer (editor)

Last updated: 05/01/07.

Any Additions/Corrections? please let me know.

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