Quote1 Don't worry about a thing, Tony. Everything here is just for you. Puzzles to solve... Friends to impress... Bad guys to beat... Nations to humble... Love and laughter are yours, my sweet. In every possible way, I want you to live your best life. Quote2
-- Motherboard src

Mistress was a sophisticated artifical intelligence developed to serve as the control-unit of the robot Arsenal,[1] 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.[2] Mistress was modeled after the engrams of Maria, the wife of the director of Project Tomorrow, Howard Stark,[1] as an experiment to test the efficacy of virtually reproducing entire minds from engram recordings.[3] Once the Cold War wound down, Arsenal was left dormant in a secret laboratory beneath the Stark Mansion in Central Park.[4]

Mistress (Earth-616) from Avengers Annual Vol 1 9 001

Mistress original display

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 the premier superhero team the Avengers shortly after becoming a superhero 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.[5]

Arsenal returned to his hidden chamber beneath the Mansion and was repaired by Mistress. Confused by the state of the world after awekening 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.[1] Even though Mistress managed to destroy her hardware, Iron Man salvaged her programming from the wreckage.[3]

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.[3] Calling her Motherboard, Tony used Mistress to run the eScape's systems.[6] 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.[7] 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.[6]

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.[8] 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,[7] and transported her to a secret section within the eScape modeled after the Stark Mansion,[9] where Motherboard took Maria Stark's form to confront Amanda and deprecate her.

Anthony Stark (Earth-616) vs. Mistress (Earth-616) from Tony Stark Iron Man Vol 1 10 001

Fighting Iron Man inside the eScape

Motherboard interrupted Iron Man's fight against the Controller and hijacked his armor to submerge Tony back into the eScape,[10] 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.[8] 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.[11]

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