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NOTE: This article is about the incarnation of Madame Masque from the Marvel Cinematic film series. The mainstream version can be found here: Madame Masque.

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Villainess Overview

Fix me? Why would I want to be fixed? I have never felt more powerful in my entire life!
~ Whitney showing Agent Carter her true colors.
You've seen what I can do with just a small amount of Zero Matter. I mean can you imagine, just imagine what we could accomplish if we had the power to bend the world to our will. No more war, no more fear and you, you, you would finally get the recognition and the respect that you deserve.
~ Frost explaining her new plans with using Zero Matter to Calvin.
It's gone... It's all gone... Everything I worked so hard to accomplish. What should I do?
~ Frost muttering after her defeat and incarceration in a mental asylum.

Agnes Cully, better known by her stage name Whitney Frost, is the main antagonist of Season 2 of the TV series Marvel's Agent Carter.

Introduced as a beautiful actress and loving wife, she is revealed to be a truly ingenious and power-hungry nuclear physicist who is obsessed with experimenting on Zero Matter, better known as Darkforce, for her own benefits. She also becomes the feared leader of the Council of Nine after she became infected with Zero Matter and mastered its powers.

She is portrayed by Wynn Everett.


Becoming "Whitney Frost"

As a child, Agnes lived in Broxton, Oklahoma as the daughter of Richard and Wilma Cully, and grew up with a keen interest in science, often tinkering with various items around the house such as easily fixing a broken clock, despite little encouragement. It is unknown what happened to her Agnes' father but at some point, her mother started a love affair with Bud Schultz, who provided them with a home and money for sex. Agnes never liked the man despite calling him "uncle". As she got older, Agnes learnt of Bud's affair and wanted him out despite her mother's pleas. Enraged by this, Agnes' mother rudely told her that nobody would accept a woman based on intellect and that her looks would get her by in life.

While living in California in 1934, Agnes spent much of her time going to see movies in an attempt to escape the world, despite limited funds. After being unable to afford a ticket, she was approached by a kindly usher who gave her a free ticket after taking pity. While heading into the Olympic Movie House, she was approached by talent agent Ned Silver, who complimented her on her smile and said he could get her into the acting business. Despite being nervous, Agnes remembered her mother's words and agreed and changed her name to "Whitney Frost" by his insistence in order to match her beauty. Since then, she has stuck with the name, even off-stage.

Around 1935, Frost met Joseph Manfredi, the leader of the Maggia in Los Angeles. Manfredi was very attracted to Frost, but she eventually met and married Calvin Chadwick. Although he was upset, Manfredi sent expensive Bone China to Frost as a wedding present.

Growing Success

During World War II, Frost helped the Allies by having the idea of rotating the frequencies they used to send coded messages across enemy lines. She made Isodyne Energy prominent during the war with her patented inventions and in 1943, she designed and patented a reactor that could theoretically generate energy a thousand times more powerful than a fast-neutron reactor. After a powerful substance was discovered during a nuclear test, Frost took charge and named it Zero Matter, seeking to use its otherworldly properties to her own ends, as she believed that it could push humanity to higher levels of advancement.

Following the war, Whitney Frost became a well-known actress throughout Hollywood, gaining multiple starring roles in different films, including The "F" Stands for Freedom, Tales of Suspense and The Woman in the Golden Mask. At some point, Frost and Calvin hired L.A.P.D. detective Andrew Henry to hide the body of Isodyne Energy scientist Jane Scott, who was killed and exposed to Zero Matter, and a mistress of Calvin.

Experimenting with Zero Matter

While she attended a horse race at Santa Anita Park with Calvin, who owned one of the participating horses, the two were posing for pictures when they were approached by Edwin Jarvis, who claimed to be the head of production for Stark Pictures, a production company recently founded by Howard Stark, and requested a private talk with Frost while Calvin spoke to Jarvis' associate, Peggy Carter. As they were alone, Jarvis told Frost about an ideal role for her in Stark Pictures' newest production, she became intrigued. As Calvin returned, he was clearly annoyed while Carter appeared and left with Jarvis without another word.

When Henry became ill after getting exposed to the Zero Matter in Jane's body and threatened the lives of Jason Wilkes and S.S.R. agents Carter and Daniel Sousa for medical aid, Frost and Calvin hired a police officer to kill him before he could reveal anything. The mission was a success and once the officer was paid, Frost told him that it would be the last time they would have to dirty their hands because Chadwick dirtied himself with an affair, revealing that she knew.

Continuing her work, Frost performed a scene for her latest war movie where she was cut and insulted by the director. Returning to her dressing room, she learns from Calvin of the Council of Nine's decision to scrap the Zero Matter experiments, deeming it too dangerous. Although she was furious, she puts on a facade that she agrees with them instead supporting his campaign for Senate.

Knowing that the Council were making a mistake, Frost took it upon herself to steal the Zero Matter and continue the experiments herself. She arrives at Isodyne Energy to find Wilkes trying to steal it and holds him at gunpoint, demanding that he hand it over. As Wilkes realized Frost wasn't willing to shoot in fear of dropping the glass container, he attacked her and they fought, only for the container to break. As the Zero Matter readies to explode, the two run. Frost survived and bore a small scar on the side of her forehead, in which she realized was the Zero Matter itself.

Conflict with Agent Carter

To secretly cover up her tracks, she had Calvin set up the idea to set up Wilkes as a communist spy. As she studied her scar, Calvin came in to tell her that it was successful, and she voiced her interest to quit acting, only for him to misunderstand. While on set in her dressing room, she was visited by S.S.R. agent Peggy Carter, who wanted to talk about the Isodyne Energy HQ explosion. Throughout the questioning, Frost acted innocent and pretended to know nothing before being called to set by the director.

Knowing that Carter was onto her, Frost told Calvin, while they were getting into bed, to hire Rufus Hunt to kill her. However, as Calvin was reluctant, Frost lied that Carter threatened her, provoking Calvin to agree with her request. Back on set, Frost was informed by Kenneth that the studio intended on recasting her but he was able to change their minds. As he attempted to seduce her, he spots her scar and furiously demanded to know what had happened. In a panic, Frost grabbed Kenneth's wrist and, to her horror, watched as the Zero Matter absorbed him into her skin, causing her scar to grow.

Wanting to know more of her power, Frost bought a cage full of rats to see if it was skin contact, but didn't work. As Calvin arrived, he told her of a magazine photoshoot and they want her to wear a revealing white dress. After he leaves, she angrily pulls out another rat and as it bit her, she successfully absorbs it and the scar grows. As she did the same on the others and the scar grew, she decided to not show up, much to Calvin's chagrin. She was then visited by a disheveled Hunt and as Calvin arrived, he told them that he revealed to Carter about the Council's existence. As he attempted to blackmail Calvin, Frost revealed her powers and absorbed him.

That night, she woke up and asked for Calvin's help in getting to Scott's body. After arriving, she absorbed the Zero Matter from her body and then openly requested a nuclear bomb. Although he was uncomfortable with the plan, Frost convinced Calvin to help her and the two went to Joseph Manfredi for assistance, in which he agreed to help. As the two arrived at the Roxxon facility for her original uranium rods, they were intercepted by the S.S.R. who stole the rods. After being confronted by Carter, Frost overpowered and threw her over a balcony and onto metal rods, and she and Calvin escaped to leave her for dead. After returning home, she threatened to kill Calvin after he demanded her stop, frightening him in the process.

Taking Over the Council


Seeking More Power


Defeat and Imprisonment



The woman who would later be called Whitney Frost was always thinking, calculating and studying. Finding herself able to make household repairs at a young age, Agnes Cully experimented with electronics and constantly hoped to improve even her own repairs. Though her mother discouraged her, telling her that her looks would be more helpful, Cully continued to develop her intellect, but used her beauty as a secondary option to get what she desired.

By always studying and memorizing, acting became easy and Frost grew famous. Frost learned to turn that skill to her advantage and could manipulate powerful men to do her bidding. She was able to garner a favor from Joseph Manfredi after not speaking to him for years. Frost is ambitious, but knows when to forego a photo-opportunity when something more important is at hand. Although she often manipulated her husband Calvin to get what she wanted, Frost displayed some affection towards him and was genuinely hurt when he betrayed her for the Council of Nine.

Upon being infected by the Zero Matter, Frost became arrogant, power-hungry, egotistical, paranoid, delusional and outright ill-tempered, unable to accept failures and setbacks to her plans. She also became truly sadistic and enjoyed tortured her enemies such as Dottie Underwood and Agent Peggy Carter with her newly-gained powers, thus granting herself an intimidating presence that even made the cold-hearted Dottie fearful for her own life. Upon her husband's betrayal, she grew mentally unstable to the point of being incapable of trusting anybody. After she loses the Zero Matter, Frost lost all of her grips on reality and couldn't find any meaning in her life, now that her lifelong dream had fallen apart.


Former Powers

Frost using Zero Matter/Darkforce to kill her director, Kenneth.

  • Darkforce Manipulation: Frost obtained Darkforce-related powers after being caught an explosion caused by Zero Matter samples in Isodyne Energy's possession. When the emotional level of Whitney Frost is heightened through anger or fear, she gains the ability to transform any living thing into Darkforce and absorb it into her body, which extends a scar on her forehead. Kenneth was transformed and absorbed due to fear, while a rat who bit her and Rufus Hunt were changed because of anger. Frost eventually learned to control her powers better and was able to send Darkforce outward to her intended targets to absorb them, even able to select individual targets though gathered. Frost also learned to use the cold of Darkforce as a very effective torture device without killing her target, notably doing so to Dottie Underwood.
  • Superhuman Durability: As a side effect of absorbing large quantities of Darkforce, Frost possesses superhuman durability. She was able to withstand severe strikes from Carter, feeling little pain and experiencing practically no physical damage from the altercation. She even survived several point-blank gunshots from Jarvis, with them only making her collapse for several seconds.


  • Genius-Level Intellect: At a young age, Agnes Cully developed skills in electronics. During World War II, she designed a machine that could output ten times the energy produced by the fast-neutron reactor.
  • Master Scientist: Frost used her scientific genius to make Isodyne Energy prominent, but due to the sexism of the 1940s, allowed her husband Calvin Chadwick, to be named its owner. Frost experimented to gain control over her powers to use them intentionally, instead of accidentally. Frost was able to take a casual glance at blueprints of different inventions of Howard Stark and understand what she saw.


  • Most of the movies in which Frost starred are references to the comics version of the character:
    • "The Woman with the Golden Mask" is a reference to her signature mask in the comics.
    • "Tales of Suspense" is a reference to the comic book series in which she first appeared.
    • "The Nefarious Daughter" is a reference to her birth name, Giuletta Nefaria, and her being the daughter of Count Nefaria.
    • Several shots of Whitney's dressing table, particularly the shots that show the mirror, show that there are two golden drama masks on the wall behind her, a nod to her comic book name.
  • Frost is the first villain in Marvel's Agent Carter to possess actual superpowers, unlike Johann Fennhoff whose hypnotizing abilities were simply a talent he had.
  • Frost, as "Madame Masque" and also under the name "Whitney Nefaria", also appeared in the video game adaptation of the 2008 MCU movie Iron Man.


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Season 2: Whitney Frost | Dottie Underwood