{{Hero|
image=[[image:Arachne.jpg]]
|character_name=Arachne
|real_name=Julia Cornwall Carpenter
|debut=Marvel Super-Heroes Secret Wars #6
|affiliations=[[Omega Flight III|Omega Flight]]
|past_affiliations=[[Avengers West Coast]], [[Force Works]], [[Freedom Force]], [[S.H.I.E.L.D.]], [[Secret Defenders]], [[Commission on Superhuman Activities]], [[Queen's Vengenance]]
|status=Active
|aliases=Spider-Woman II
|relatives=[[Carpenter Racheal|Racheal Carpenter]] (Daughter), [[Carpenter Larry|Larry Carpenter]] (Ex-husband, deceased), [[Cornwall Walter|Walter Cornwall]] (Father), [[Cornwall Elizibeth|Elizibeth Cornwall]] (Mother)
|height=5'9"
|weight=140 lbs
|eyes=Blue
|hair=Stawberry Blonde
|}}
==History==
While in college, Julia Carpenter, the woman who was to become the second costumed heroine to adopt the name Spider-Woman, befriended a future government agent by the name of [[Cooper Valerie|Valerie Cooper]]. Years later, Cooper manipulated a financially-stressed Carpenter (who was now the single parent of a young daughter,[[Carpenter Rachel | Rachel]]), into volunteering for a secret government super-agent program during which Carpenter was "accidentally" injected with a formula that combined rare Amazonian jungle plants and spider-venoms. As a result, she gained certain superhuman abilities similar to those of [[Spider-Man]]. Cooper then ushered Carpenter into the [[Commission on Superhuman Activities]] to take on her role as the new Spider-Woman.

During the first part of the Secret Wars saga, the godlike being known as The [[Beyonder]] teleported an entire Denver suburb including Julia?s home to a faraway planet known as Battleworld to take part in his games. As part of these games, The Beyonder had assembled an army of super villains which Carpenter battled alongside the likes of the Avengers and Spider-Man. The latter was so impressed with the look of Carpenter's costume that he unwittingly adopted a version of it. After damaging his original red and blue costume in combat and being directed to a facility on Battleworld which was to provide him with a new one, Spider-Man stumbled into the prison module of an alien symbiote which had been imprisoned there by its own race of parasitic beings for its refusal to consume hosts rather than form a long-term bond with them. Spider-Man activated a machine that released the symbiote in the form of a black liquid which soon covered his entire body. Reacting to Spider-Man's thoughts about the costume worn by the second Spider-Woman, the symbiote formed a new costume which maintains its original appearance to this day. The suit which was inspired by the second Spider-Woman's costume was later rejected by Spider-Man and became the evil being now known as Venom.

Carpenter returned to Earth and was soon performing various assignments, but with her double life as Spider-Woman leaving her with unexplained absences, her former husband, [[Carpenter Larry| Larry]], petitioned for and was granted custody of their daughter Rachel. After this bitter disappointment she continued her work with the [[Commission on Superhuman Activities]]' newly organized super-team [[Freedom Force]] for a time, but she never felt comfortable on the team, especially considering that its ranks consisted largely of unreformed villains, most being former members of the [[Brotherhood of Evil Mutants]]. When Freedom Force arrested the Avengers on false treason charges, Carpenter found herself firmly divided from her teammates. She fled Freedom Force and in turn became a fugitive herself.

Val Cooper eventually tracked Julia Carpenter down and offered her a second chance, employing her as a solo operative supervised by CSA?s [[Clemson Mike |Mike Clemson]]. However, after aiding the Avengers against the [[Pacific Overlords]], she joined the [[Avengers West Coast]] and cut ties off from CSA. During her tenure with the Avengers, Carpenter fought the criminal trio, [[Deathweb]], whom like Carpenter had gained their powers thought a CSA experiment conducted by [[Napier Carter| Dr. Carter Napier]]. Deathweb and their employer, The [[Manipulator]], clashed with Carpenter several times, killing both her estranged husband and Napier and threatening her parents, whom it was discovered had actually helped locate the ingredients for Napier?s formula during their tenure as Amazonian jungle guides. Ultimately, Carpenter was able to defeat Deathweb and rescue her parents and daughter.

When the Avengers West Coast disbanded, Carpenter joined with several other ex-West Coast Avengers to form [[Force Works]], a team sponsored by [[Iron Man]] and led in the field by the [[Scarlet Witch]]. Force Works soon disbanded following the Avengers crisis created by Kang, which included two murders committed by Iron Man.

She was later forced to retire from super heroics after a crippling attack from a rival criminal Spider-Woman, [[Spider-Woman IV|Charlotte Witter]], who drained her of her powers, leaving her crippled and helpless. However, after intense physical therapy, Carpenter not only regained use of her legs but returned to excellent physical condition, re-establishing residence on the West Coast and forming a romantic relationship with the costumed crimefighter known as the [[Shroud]]. During this time associates of the Shroud produced a duplicate of the serum which had originally given Carpenter her powers, and they were subsequently restored.

When the [[Superhuman Registration Act]] passed, Carpenter was persuaded by Iron Man to join his team alongside her WCA/Force Works teammate [[Wonder Man]] and [[Ms.Marvel]] in order to train other registered super heroes to perform government-authorized security activities (it was during this time she adopted the moniker "Arachne", a codename also used but abandoned by the original Spider-Woman, Jessica Drew, after her first mission). Carpenter, however, had not embraced the new law and worked to circumvent SRA goals from within the pro-registration factions, even helping intended captures escape, including the [[Prowler]].

When her double-agency was discovered by SRA proponents during the capture of the Shroud, Carpenter made plans to escape to Canada, returning first to her parents' home to retrieve her daughter. There, a government strike team of Ms. Marvel, Wonder Man and [[Arana]] confronted Carpenter, who was subsequently captured and taken into custody. She was then incarcerated in the SRA prison in the Negative Zone, which was a clear violation of her constitutional rights. She escaped during the rescue of the Negative Zone detainees and participated in the final battle of the Civil War in Midtown Manhattan. Arachne fled the battle zone when Captain America surrendered to SRA forces. Despite being an outlaw from the SRA, she apparently either (1) did not seek the legal immunity offered to those who fought with Captain America's "Secret Avengers," (2) left the battle before the offer of immunity could be extended to her, or (3) she was not offered immunity due to her prior duplicity.

Following the end of the Civil War, Arachne made reuniting with Rachel her top priority. When she discovered that her daughter was not in her parents' custody in Colorado, she secreted her way to Manhattan and confronted Arana in hopes of locating Rachel, during which time she was defeated in battle. Ms. Marvel took an unforgiving Arachne into custody, this time without arrest. Ms. Marvel's connections in SHIELD determined that Rachel had been moved from Colorado by her grandparents, who thought it best to keep her safely away from Arachne's super-human lifestyle. With the aid of Ms. Marvel and Wonder-Man, Arachne kidnapped a willing Rachel, and on Ms. Marvel's recommendation, Arachne (finally reunited with her daughter) was placed on the Omega Flight team that the Canadian government was forming with the assistance of SHIELD director Tony Stark.

Arachne assisted [[US Agent]] in the capture of an American superhuman felon known as [[Daisy]] as her first official service to Omega Flight. Upon meeting Talisman, Arachne extended sincere assurances that she accepted her position on the Omega roster because she wanted to be there. During Omega Flight's first major team battle, a three-sided conflict between a [[Tanaraq]]-possessed[[Sasquatch 1| Sasquatch]] and The [[Wrecking Crew]] augmented by the [[Great Beasts]], Arachne concentrated on containing the Wrecking Crew, with whom she had quite a struggle. However, when the Wrecking Crew's augmented powers faded after the defeat of the Great Beasts, Arachne shone in combat.

Helping Omega Flight clean up after the battle, she firmly resolved to remain with the team indefinitely. Along with Sasquatch and U.S. Agent, Arachne participated in the capture of rogue villains, unaware that the captured villains were being used for unethical power feeds being inflicted on Michael Pointer. During these operations, she revealed her continued relationship with The Shroud to her teammates and recruited Shroud's help in Omega Flight's investigation of the superiors who were ordering the capture missions. Both Arachne and Rachel were instrumental in ending the potentially lethal power feed to Pointer.

Arachne left Canada when she gained the powers of the original Madam Web and after the appeal of the Superhuman Registration Act.

==Powers/Abilities==
As Arachne, Julia Carpenter has enhanced strength, speed, agility, stamina and reflexes.

'''Durability:''' Arachne's skin, bone and muscle have been augmented by the serum she was administered, making it stronger and harder than that of a normal human and impervious to harm; to what exact extent, however, is unknown.

'''Fighting Skill:''' Arachne has had intensive training in hand-to-hand combat.

'''Psi-Webs:''' Arachne has the ability to spin a "psi-web" of psionic energy between two surfaces. This web once solidified possesses sufficient tensile strength to hold a 10 ton weight. It remains in effect for approximately an hour. Arachne has claimed that she finds physical gesturing aids her in the construction of her webs. She can form the webs from a distance, or control the movement of her webbing mentally. She can also project and release sufficient psionic energy through her hands and feet to enable her to walk on walls and ceilings. With her psi-webs she can sense vibrations through her web much like a spider; she even detected a hollow area under a solid steel floor by walking over top of it.

'''Strength:''' Arachne possesses superhuman speed enabling her to run approx. 36-65 mph.

'''Strength:''' Arachne possesses class 10 strength, enabling her to lift/press upwards of 10 tons. She has even knocked out [[Wonderman]].
[[Category:Alpha Flight]]