Type: Divergent Earth

Environment: Earth-like

Usual means of access: Presumably vibrational attunement

Dominant Life Form: Humans

Significant Inhabitants: Andre, Arachne, Contessa Valentina Allegro de Fontaine, Nick Fury, HYDRA, Jared Kurtz, S.H.I.E.L.D., Count Otto Vermis

Significant Locations: Paris, France

First Appearance: What If? I#17 (October, 1979)

History: (What If? I#17/2) - After Arachne was duped into joining HYDRA, she attacked Nick Fury and S.H.I.E.L.D. to free her lover, Jared Kurtz. She then took out two S.H.I.E.L.D. agents with a venom blast. Jared, a double-agent for HYDRA, grabbed Nick Fury and demanded that Arachne kill Fury. Fury threw Jared over his back, causing Arachne's venom blast to strike and kill Jared instead. Fury then pressed the S.H.I.E.L.D. alarm as Arache grabbed him by the neck. As Fury tried to explain that S.H.I.E.L.D. were the good guys, Arachne threatened to kill him, but hesitated. When she hesitated, the S.H.I.E.L.D. agent Val arrived, hearing the alarm, and startled Arachne, who accidentally fired a venom blast that killed Nick Fury. Val ordered all units to pursue Arachne, who escaped into the ventilation ducts.

Arachne then returned to HYDRA and Count Otto Vermis, where she asked who she really was. Before Vermis could respond, a HYDRA agent arrived and announced that S.H.I.E.L.D. agents were attacking the HYDRA base. Vermis grabbed Arachne and the two escaped by erecting a plasti-titanium barrier to guard themselves, while leaving the other HYDRA agents to fend for themselves.

S.H.I.E.L.D. managed to break the barrier, allowing Val to use a jetpack and attack Arachne and Vermis. Grabbing Val and trying to explain herself, Arachne was hit in the head by the butt of Val's weapon. Feigning unconsciousness, Arachne fired a venom blast at Val, which temporarily stopped Val long enough to make another escape attempt. Arriving at Vermis's escape craft, Arachne demanded that Vermis let her enter the craft so she could find out the truth about her past life. Vermis declined to aid her and Val quickly managed to get back on her feet and chase after Arache. Val fired at Arachne, only to hit the exhaust tube of Vermis' craft, causing it to crash. Val then cornered Arachne and hit her with a blast from her gas gun, knocking Arachne unconscious.

Later, as Arachne was brought to trial for her crimes, her counselor called Count Vermis to the stand. Vermis told the court that Arachne could not be tried, as she was not human, but a mutated spider. Shocked and angered, Arachne jumped up and punched the bailiff, then grabbed Vermis, claiming that he knew more than what he was saying. S.H.I.E.L.D. agents soon arrived, claiming that neither Arachne nor Vermis were going anywhere. Arachne threw Vermis into the agents and escaped by bending the steel bars on the windows of the court. Six months after the events in the courtroom, Arachne met with Andre, an informant, and asked him if he had any more information concerning Wundagore Mountain or the people who had once lived there. Andre explained that he had no new information and secretly pulled a gun. Noticing it, Arachne blasted Andre with a venom blast, saying that even though she had to hire criminals to discover the truth about her past, she did not trust them. She then flew off into the moonlight, thinking to herself that she had to leave Paris soon, as she had deduced from Andre that S.H.I.E.L.D. would soon be there.

Comments: Created by Steven Grant, Carmine Infantino, Chic Stone, and Mike Esposito.

This reality diverged from the events in Marvel Spotlight I#32 (February, 1977)

Profile by Proto-Man


No known connection to


Arachne was duped into serving for HYDRA. When her lover, Jared Kurtz, was "kidnapped" by S.H.I.E.L.D., she rushed to his aid. In the process of trying to save Jared, she accidentally killed her when Nick Fury flipped Jared over his head. Once Nick Fury sounded the alarm, another S.H.I.E.L.D. agent Val came to his aid, surprising Arachne into accidentally killing Fury as well. With Fury dead, Val constantly hunted Arachne until she managed to capture her and put her on trial for her crimes. Not knowing anything about her life prior to being a HYDRA agent, Arachne escaped from the courtroom and went underground, obtaining information about her life on Wundagore Mountain from criminal informants.

-- What If? I#17/2


Val was a S.H.I.E.L.D. agent who arrived in time to see Arachne accidentally kill Nick Fury. Upon Nick's death, Val furiously hunted for Arachne until they came to blows at the local HYDRA base, where she gassed Arachne and eventually put her on trial for her crimes. When Arachne escaped the court, Val vowed to hunt her down and make her pay for Nick's death.

-- What If? I#17/2


Nick Fury was the head of S.H.I.E.L.D. and was present at S. H. I. E. L. D.'s Mediterranean base when Arachne broke into it, determined to save her lover Jared, whom she did not know was a double-agent into S. H. I. E. L. D. for HYDRA. When Arachne hit two agents with venom blasts, Jared attempted to take Nick Fury hostage, where he demanded that Arachne kill Nick. Fury quickly flipped Jared over his head, causing Jared to get struck with the lethal venom blast. Arachne grabbed Fury by the neck as he sounded the alarm and when S.H.I.E.L.D. agent Val arrived, Arache was surprised and accidentally fired a venom blast that killed Nick Fury.

-- What If? I#17/2


Count Vermis was the head of the Mediterranean branch of HYDRA, where he employed Arachne to break into the S.H.I.E.L.D. HQ. Arachne did so, thinking that Vermis might be able to help her discover her true past. When S.H.I.E.L.D. agents attacked the HYDRA base, Vermis tried to escape alone, leaving Arachne to battle Val. Later, at Arachne's trial, Vermis was brought to the stand as a witness, where he lied that Arachne was actually a mutated spider, and therefore, could not be tried. Arachne angrily grabbed Vermis and demanded to know the truth, but S.H.I.E.L.D. agents demanded that Arachne sit down in court. Arachne threw Vermis into the agents and escaped into the night.

-- What If? I#17/2


What If? I#17, p18, splash page (Arachne vs. Nick Fury)

 p19, pan5 (Nick Fury)

 p23, pan1 (Arachne)

 p23, pan4 (Contessa Valentine Allegro de Fontaine)

 p23, pan5 (Count Vermis)

What If? I#17 (October, 1979) - Steven Grant (writer), Carmine Infantino (pencils), Chic Stone (inks), Mark Gruenwald (editor)

Any Additions/Corrections? please let me know.

Last Updated: 06/18/05

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