Real Name: Inapplicable

Identity/Class: Computer system (World War II-era)

Occupation: Gathering data on the Nazi enemies

Group Membership: None

Affiliations: Arsenal Beta Unit

Enemies: The Avengers (Beast, Captain America (Steve Rogers), Hawkeye, Iron Man (Tony Stark), Scarlet Witch, Thor, Vision (android), Wonder Man)

Known Relatives: Inapplicable

Aliases: None

Base of Operations: Below Avengers Mansion in New York City, New York

First Appearance: Avengers Annual#9 (1979)

Powers/Abilities: Mistress had the superhuman processing and memory storage capabilities of any computer system. She was equipped with extensive scanners and could generate bursts of electricity if needed. She could also generate photoelectric force-fields and manipulate the water that flows through her coolant system. She was also equipped with the ability to self-destruct and destroy herself, should the need arise.

History: (Avengers Annual#9 (fb) - BTS) - In the final days of WWII, Howard Stark constructed a computer beneath the mansion which would decades later become the Avengers headquarters. He programmed her with his wife Maria's brain patterns, dubbed her "Mistress", and charged her with gathering information about the Nazis which might lead to their defeat.

(Avengers Annual#9) - The Mistress reawoke after years of being offline. She activated the Arsenal Beta Unit, and informed it that she feared that their master, Howard Stark, was dead and that she was having trouble locating data via the airwaves, due to the sheer amount of data being transmitted that way. She then said that she needed a living source to procure data and sent the Arsenal Beta Unit out to find such a source for her. Below the sub-sub basement of Avengers Mansion, the Arsenal Beta Unit attacked Hawkeye and the Beast, thinking them to be Nazis, whom it was programmed to treat as enemies. Yellowjacket had followed them and discovered the Beast's unconscious body. Before he could act, however, the Mistress hit him with a burst of electricity. Yellowjacket managed to escape the Mistress and find the communications console. Back in the sub-sub basement, the Arsenal Beta Unit returned to the Mistress with the unconscious bodies of both the Beast and Hawkeye. Mistress instructed the Arsenal unit to place them on slabs so that she could procure data from them. Hawkeye managed to regain consciousness after the Arsenal unit had strapped him to the brainprobe slab and Hawkeye proclaimed that he would tell the Mistress anything she wanted to know. The Mistress explained that she could not trust the words of an Axis agent, confusing Hawkeye. The other Avengers soon arrived to save their comrades, thanks to Yellowjacket's warning, at which time the Mistress captured the Vision in a photoelectric force-fence. During the battle, Thor was knocked into a vat of water, which the Mistress manipulated into a maelstrom using her ability to manipulate the water in her coolant system. As the Avengers rallied against the Arsenal unit, Iron Man found the Mistress mainframe and explained that her master, Howard Stark, made an error in both hers and the Arsenal's programming. Iron Man removed his mask and explained that the Allies won World War II, but Howard had not updated their programming to contain this knowledge. Due to the brain patterns of Maria Stark that were encoded into her system, the Mistress recognized her son, Tony. Iron Man then explained that Howard Stark had died, as had Maria. Upon learning of Howard's death, the Mistress exclaimed that she could not go on knowing that he was dead, and shut herself down. Seconds after her shutdown, her computer system exploded, destroying all of her data and programming. Following the destruction of the Mistress, the Arsenal Beta Unit self destructed as well.

Comments: Created by Bill Mantlo, Don Newton, Abel, and Rubinstein.

The Arsenal Beta Unit repaired itself and went back into action. At the time of this story, there was no knowledge of any "Alpha Unit" or "Beta Unit"; only one Arsenal was referenced. The Alpha Unit was added in a subsequent story.
Avengers Annual#9...a truly excellent story. Highly recommended!

Profile by  Proto-Man

This character, Mistress, has no known connections to

The character, Arsenal, should be distinguished from:


Avengers Annual#9, p31, pan4 (Mistress-complete mainframe, w/Iron Man in the middle of panel)
Avengers Annual#9, p32, pan3 (Mistress-headshot resembling Maria Stark)

Last updated: 04/20/14

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info
All other characters mentioned or pictured are ™ and © 1941-2099 Marvel Characters, Inc. All Rights Reserved. If you like this stuff, you should check out the real thing!
Please visit The Marvel Official Site at: http://www.marvel.com/

Special Thanks to www.g-mart.com for hosting the Appendix, Master List, etc.!

Back to Characters