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"Fine. Go to him. The web will allow it... now. Because my champion has learned the first lesson of Spider-Island: Even though he shoulders great responsibility, while he's here all of his great powers are absolutely meaningless."
— Madame Web
Julia Carpenter (of Earth-616) was the second person to assume the identity of Spider-Woman, but now she assists others as the new Madame Web.
A secretive government group called The Commission decided to create their own superhero. Val Cooper met college friend Julia Carpenter in Julia's hometown of Denver, and convinced her to be part of an "athletic study". She was unknowingly a test subject in their experiments. During the experiment, they "accidentally" injected Julia with a mix of spider venom and exotic plant extracts, which gave Julia powers very similar to those of Spider-Man.
Not long after she was given the identity of Spider-Woman, she was drawn into the first Secret Wars, where she met Spider-Man and the Avengers for the first time, and allied herself with the superhuman champions. She battled the Absorbing Man, Doctor Doom, and the Hulk. She was killed and resurrected by Doom with the power of the Beyonder. After returning to Earth, Julia joined Freedom Force (a government-sponsored super team made up primarily of former members of the Brotherhood of Evil Mutants who enlisted into government service to avoid prison terms). In an early mission with Freedom Force, the team was sent to arrest the X-Men, and Julia encountered her predecessor Jessica Drew, who at the time was still without her own Spider-Woman powers. During this conflict with the X-Men, Julia also began to question her teammates' exceedingly brutal attitudes that they held over from their criminal past. Subsequently Freedom Force was sent to arrest the Avengers after a disgruntled Quicksilver made false accusations against them. Freedom Force actually defeated the combined East and West Coast Avengers teams and helped bring the Avengers into custody at the Vault without a trial. Spider-Woman, once again found her loyalties divided; she had a change of heart and eventually chose to aid the Avengers by breaking into the Vault and freeing them, battling the Guardsmen and thus becoming a fugitive from the law herself. hile on the run from the law she teamed up with Spider-Man occasionally. In another adventure she also teamed with Iron Man, to battle renegade AIM agents named the Seekers, who sought to capture Valerie Cooper to undercover solo work. In gratitude for her earlier assistance with the Avengers, Iron Man worked with the government to get her pardoned. Alongside Spider-Man, she battled the Wrecking Crew as a government assignment.
Later, one of her assignments led her to California looking for a team of Asian supervillains called the Pacific Overlords. She met and assisted the Avengers West Coast against the Pacific Overlords, and battled U.S. Agent. She was eventually offered membership in the team, and joined the Avengers West Coast. As a member of the West Coast Avengers, Julia battled some of the Marvel Universe's major foes including Doctor Demonicus, Ultron and Mephisto as well as participating in the Infinity War cosmic crossover. In addition while still a member of the West Coast Avengers, Julia was chosen by Doctor Strange to be a founding member of the Secret Defenders in their first mission alongside Dark Hawk (whom she would later recommend for West Coast Avengers membership), Wolverine and Nomad. When the West Coast Avengers disbanded, Julia joined their spin-off team Force Works, whose primary enemies included the alien Kree and long time Iron Man foe the Mandarin.
Julia's main enemies in her solo adventures were the arachnid-based team called Death Web, which consisted of three supervillains who were created by The Commission, using a variation of the same serum which transformed Julia. When Mike Clemson, founder of Death Web, captured Spider-Woman's daughter Rachel, he blackmailed her into fighting Spider-Man. Even though she nearly killed Spider-Man, she would not commit an act of murder, and Spider-Man helped her rescue Rachel. Eventually, Julia walked away from the superhero business to concentrate on raising her daughter. Like Jessica Drew (the original Spider-Woman), Julia was also attacked by Charlotte Witter and had her powers stolen. After the loss of her superpowers, Julia returned to the life of a normal mother.
Julia reappeared in a story arc of the 2006 Ms. Marvel series, using the codename Arachne (which she originally intended to use). Her powers have clearly been restored. During Civil War, Julia registers under the Superhuman Registration Act, and she and Wonder Man aid Ms. Marvel in the training of novice superheroes.
However, Julia is shown to be a double agent; when she first responded to Iron Man's request, she thought it would be an opportunity to help people escape registration; she is shown to have tipped off Hobie Brown, the Prowler, moments before a S.H.I.E.L.D. capekiller squadron arrived at his home to arrest him, and she is thought to have warned many more heroes of impending arrests. It is also revealed that she is romantically involved with the Shroud, an opponent of the Superhuman Registration Act.
Julia's status is discovered when a captured Prowler reveals under interrogation that she tipped him off. The Shroud, who had been captured by Ms. Marvel, reveals that Julia was paralyzed for several months after she lost her powers, even though all of her other injuries had healed. The Shroud's company had synthesized a duplicate of the serum that originally provided Julia with her powers, and these returned several days after it was administered to her. With the Shroud's help, Julia underwent intense physical therapy and was soon able to walk again. It was during this time that she and the Shroud fell in love.
A government strike team led by Ms. Marvel, including Wonder Man and Araña, attacks Julia at her home just as she was about to flee the country with her daughter. Julia is captured and summarily incarcerated. However, it is revealed in Ms. Marvel #13 that Julia escaped captivity during the Negative Zone prison break, and she returned to Colorado in search of Rachel. A S.H.I.E.L.D. Psy Ops team telepathically traces her to Brooklyn, where she furiously confronts and attacks Araña, demanding to know where her daughter has been taken. She is subsequently defeated by Araña with surprising ease due to her instability from losing her daughter. After being rendered unconscious by Araña, she awakens aboard the Minicarrier 13 where Ms. Marvel endeavors to help Julia find Rachel.
Arachne became a member of the new Canada-based team Omega Flight. She was given the option of having outstanding charges dropped in exchange for her participation on the team. After a battle against the Wrecking Crew, Julia decided to stay on the team.
Afterward, Julia (still calling herself Arachne) became a victim of a grudge match between Spider-Man and the Kraven family. After escaping with Spider-Man from Ana and Aloysha Kravinoff, they are confronted by the Chameleon disguised as Ezekiel, who informs them of a battle between the Spider and Hunter tribes. Julia is then captured by the Kravinoffs, along with Anya Corazon and Madame Web. When Madame Web was mortally wounded by Sasha Kravinoff, she transferred her prophetic powers (and blindness) to Julia, to become the new Madame Web. Julia's first action in this role is to prevent Peter from killing Kraven, explaining to Peter that he is the center of a moral web that would be destroyed if he killed Kraven, advising him that this murder, however justified, would turn him into a ruthless destroyer. After burying Kaine and Madame Web in a potter's field, she explains her new purpose to Spider-Man and Araña before teleporting away.
When the population of Manhattan develops spider-powers, Julia observes the crisis with Shang-Chi, preventing him from intervening until Spider-Man is accidentally attacked by the New Avengers when he tries to help out. Later, as Anti-Venom works on curing the individuals affected of their spider-powers, reflects on the need for both Venom and Anti-Venom to fix the Spider-Island problem, but also notes that for one of them, "your story ends here. At the conclusion of the crisis, she offers the spider-powers cure to Spider-Man himself, but he rejects it. As she departs, she apologizes for the suffering that is to come.
While taking her daughter Rachel to summer school, Julia gets a vision telling her that the Great Web is unraveling. She then changes into her Madame Web gear and leaves to go speak to Spider-Man. While Spider-Man is fighting Morbius, the Living Vampire, Madame Web visits Spider-Man telling him that his life is in great danger. Although Spider-Man is concerned about Morbius, Madame Web states that Morbius is not the problem. She tells Spider-Man to return to Horizon Labs for a great tragedy lies in his future. She even tells Spider-Man that Silver Sable did not perish in the fight at Doctor Octopus' underwater hideout. Julia later detected that a new spider-based character has connected to the Web of Life as it shows that former Hobgoblin, Roderick Kingsley, was now working as Devil Spider.
Superhuman Strength: Julia possesses superhuman strength enabling her to lift at least 10 tons.
Superhuman Speed: Julia is capable of running and moving at speeds considerably greater than the finest human athlete.
Superhuman Stamina: Julia's musculature produces less fatigue toxins during physical activity than the musculature of an ordinary human. She can physically exert herself at peak capacity for several hours before fatigue begins to impair her.
Superhuman Agility: Julia's agility, balance, and bodily coordination are enhanced to levels that are beyond the natural physical limits of even the finest human athlete.
Superhuman Reflexes: Julia's natural reaction time is enhanced to a level that is beyond the natural physical limits of even the finest human athlete.
Superhuman Durability: The tissues of her body are somewhat harder and more resistant to injury than those of an ordinary human. While far from invulnerable, Julia is able to withstand impact forces that would severely injure or kill an ordinary human with only mild to moderate discomfort.
Accelerated Healing Factor: If injured, Julia is able to recover from mild to moderate injuries somewhat faster and more efficiently than an ordinary human. She is capable of fully healing on her own in a matter of days that would require an ordinary human to undergo surgery. Julia is also physically immune to all known types of poisons.
Superhuman Sense of Touch: Julia's sense of touch is developed to the point that she can sense vibration like a spider on its webs. Her senses are so sharp, that she can detect a hollow area under a solid steel floor by walking over it.
Psionic Powers: Some of Julia's spider-like abilities are the results of latent psionic capabilities rather than her physical attributes.
Wall Crawling: She can stick to walls in a manner similar to Spider-Man, however, her ability is psionically based.
Psychokinetic Webbing: ability to utilize psionic-based webbing (psi-webs), although it requires a lot of concentration to manifest (at least it did at first, as she seems to have no such problems with this power now). By using psychokinetic energy, she can bind ambient free-floating molecules into strands of solid force. Her psi-webs can be used to wrap enemies, or focused into narrow web-lines that she can swing from. Due to its psychic nature, her psi-webs can be used in ways Spider-Man's webbing never could, such as causing webs to form from a distance, or controlling the movement of her webbing mentally.She can create webs of psionic energy able to hold up to 10 tons. The web must be anchored by at least two surfaces.
Prescience: ability to perceive aspects of the future
Clairvoyance: sensitivity to psychic energies in her environment allows her to see her immediate area and events taking place far away.
Telepathy: ability to read minds and project thoughts.
Astral Projection: ability to project her consciousness outside her body and travel along the astral plain.
The appearance of Spider-Man's black costume and Venom is based on Julia's costume.
Julia was last known to be romantically involved with Shroud, it is unknown if this relationship still exists. She recently stated that Spider-Man's personality is the only thing that stopped her from dating him.
So, as someone once said, --- Up --- Up --- and AWAY!
-Peter Parker (Earth-616)
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