Mistress was a sophisticated artificial intelligence developed to serve as the control-unit of the robot Arsenal, a prototype weaponry system created during the Cold War by Project Tomorrow. Arsenal was meant to be a doomsday weapon only to be activated should the U.S.S.R. invade America, so it was never deployed. Mistress was modeled after the engrams of Maria, the wife of the director of Project Tomorrow, Howard Stark, as an experiment to test the efficacy of virtually reproducing entire minds from engram recordings. Once the Cold War wound down, Arsenal was left dormant in a secret laboratory beneath the Stark Mansion in Central Park.
During the following decades, both Howard and Maria died. The Stark Mansion was inherited by their adoptive son Tony, who turned it into the headquarters of Earth's premier super hero team, the Avengers, shortly after becoming a super hero himself, Iron Man. Arsenal was unwittingly activated by an errant radio signal broadcast by the Titanium Man. Awakened, Arsenal attacked the Avengers before Iron Man forced his retreat after dealing heavy damage to his body.
Arsenal returned to his hidden chamber beneath the Mansion and was repaired by Mistress. Confused by the state of the world after awakening as well as the Mansion's super-powered inhabitants whom she believed to be communist agents, Mistress had Arsenal abduct the Avengers Hawkeye and Beast to probe their memories. The rest of the Avengers learned of Arsenal's origin and confronted him to rescue their teammates. When Iron Man entered Arsenal's chamber, he recognized his mother's voice and appearance in Mistress. Revealing himself as her "son," Tony convinced Mistress that the Avengers were no enemies. He also informed her of Howard's passing, but the sorrow led her to try to erase herself and destroy her hardware. Even though Mistress managed to destroy her hardware, Iron Man salvaged her programming from the wreckage.
Tony held on to Mistress and Arsenal's programs for years. After Tony used a copy of his own engrams to reupload his mind into a new body to escape death, he began to doubt his own humanity and returned to Mistress and Arsenal to explore the line between humans and virtual life forms. He uploaded them into a virtual reality called the eScape, and eventually repurposed them. Calling her Motherboard, Tony used Mistress to run the eScape's systems. When the eScape became a consumer product, Arsenal was used as an enforcement program, responsible for banning problematic users that didn't abide to the eScape's terms of service. Shortly before eScape's launch, Tony saw himself in need of new on-board A.I. for his suits of armor which wasn't built-in in order to follow the ethical protocols established by the android Jocasta for Stark Unlimited. To this end, Iron Man patched Motherboard to his armor.
The day eScape launched to the general public, the supervillain the Controller hacked into the network, and damaged Motherboard's operating system. As a byproduct of the Controller's attack, Motherboard went rogue in an attempt to protect Tony in a twisted way. Motherboard used Arsenal to target every user on the eScape, banning thousands of people each minute. When Tony logged in to investigate Arsenal's activities, his biological mother Amanda Armstrong followed him. Arsenal attacked Amanda, and transported her to a secret section within the eScape modeled after the Stark Mansion, where Motherboard took Maria Stark's form to confront Amanda and deprecate her.
Motherboard interrupted Iron Man's fight against the Controller and hijacked his armor to submerge Tony back into the eScape, brainwashing him to return to his carefree playboy persona so that he could live a self-indulgent idyllic life within the virtual world. Motherboard additionally erased Tony's memories of Amanda, and had him drive her away. With the help of Machine Man, Amanda intercepted Tony and managed to snap him back to reality. Motherboard attempted to sway Tony back to her side arguing that since he had recently reconstructed his entire physical body, Tony was only a simulation of the real Tony Stark, and only inside eScape, mixing freely with other programs, he could be truly free. After Tony renounced Motherboard once again, she began to twist the world around Tony to try to placate him. Gaining control over eScape's reality, Tony constructed himself an armor and erased Arsenal before taking on Motherboard and destroying her as well with the Godbuster Armor. The digitalized engrams of Maria and Howard were salvaged by their son Arno before the eScape's shut-down.
The following weeks, Arno became acquainted with the origin of these engrams, and gave them a holographic form. Afterwards, with the groundwork laid by experimentations he made to Jocasta, Arno used bio-restructuring pods of his own design to give the engrams of his parents' physical bodies, virtually returning them to life, since he regarded these duplicates to be Howard and Maria Stark in every way it mattered.
Since the genetic code used to create his parents' bodies was incomplete, Arno used some of his own DNA to fill the missing portions. This afflicted Howard and Maria with the same disease that formerly plagued Arno. Because of this, he turned his quarters into a controlled environment where they wouldn't succumb to the illness, but forbade them from going out without explanation. When Howard and Maria became tired of their confinement and escaped, their health quickly deteriorated. Arno managed to find them, but they died on their way back to their quarters. Arno subsequently uploaded Howard and Maria into more durable robotic bodies, modeled after their original appearances as Arsenal and Mistress. They accompanied him to the Stark Space Station, where Arno intended to install a mind-controlling device to enslave all of humanity and turn it into his personal army in preparation for the arrival of the Extinction Entity that Arno had been preparing his entire life.
Arno, Arsenal, and Mistress were confronted by Tony Stark and his allies, and a battle ensued. The fight was eventually interrupted by the apparent arrival of the Extinction Entity. However, it was actually a hologram created by Tony who realized that the so-called Extinction Entity was a delusion caused by Arno's congenital illness relapsing. Tony subdued Arno by encasing him in his Virtual Armor, which became a life support system to prolong his life, also subjecting him to a virtual dream where the Extinction Entity was real and he defeated it. Mistress and Arsenal objected to this, but Tony was able to convince them of its necessity. He then persuaded the pair to join Arno in the dream to keep him company and to make sure he didn't realize it was a simulation.
- When Arsenal's origin was first revealed in Avengers Annual #9, his creation was set during World War II. Due to the sliding timescale the Marvel Universe operates in, his origins were updated in Iron Man (Vol. 3) #84, and Arsenal and Mistress became creations of the Cold War. Arsenal's profile in All-New Official Handbook of the Marvel Universe A to Z #1 additionally adjusts some details of Arsenal and Mistress' encounter with the Avengers from Avengers Annual #9, establishing that Mistress mistook the Avengers for Soviet agents and not Axis operatives as the issue illustrated.
- 22 appearance(s) of Mistress (Earth-616)
- 4 minor appearance(s) of Mistress (Earth-616)
- 3 mention(s) of Mistress (Earth-616)
- 23 image(s) of Mistress (Earth-616)
- 3 quotation(s) by or about Mistress (Earth-616)