1st Appearance "SPIDER-WOMAN" aka "Arachne" (Jessica Drew)
With Nick Fury stationed at a SHIELD base on the Riviera, Hydra (led by Otto Vermis) sends a squad to attack, with their newest super-agent, their Spider-Woman who they have code named Arachne. Sent to assassinate Fury, Arachne thinks back to the events that led her to becoming a member of Hydra: How she was as girl in small European village, and was considered a witch because of her fantastic powers. However, she was found and taken in by Otto Vermis and made a member of Hydra. There she became lovers with fellow Hydra agent Jared. However, Jared would soon become captured by SHIELD, and Vermis would send Arachne to assassinate Fury himself in revenge.
When she accidentally kills Jared trying to get at Fury, Nick realizes that Arachne is unaware that Hydra is a terrorist organization, and shows her video footage of Jared threatening innocent lives. Convinced that Hydra has played her for a fool, the angry Arachne goes back to get revenge against Vermis and his Hydra unit. Confronting Vermis before he can escape he reveals the truth about her origins: That she is really one of the High Evolutionary's New Men, a highly evolved spider, who did not fit in with her fellow New Men fled to the town below where she became recruited by Hydra.
Vermis manages to break free from her and tries to make his escape in a Hydra shuttle, Arachne follows after his ship, damaging it enough to make it crash killing Vermis. As SHIELD secures the Hydra base, Arachne flees and wanders off into the wildness to wonder what she will do with herself now that she has no purpose.