BIOGRAPHY - page 5
Foregoing the life of a superhero again, Julia moved back to Denver, where she started work at a civilian job. Unfortunately, superhero life was not done with Julia and she found herself under attack by the Asgardian Vanna. The attack turned out not to be isolated, but a part of an attack against all Avengers, past and present. As it happened, the Avengers believed dead from the Onslaught crisis had returned, very much alive. When a rallying cry for all Avengers went from the newly reformed team and Spider-Woman answered the call. The assembled Avengers soon discovered their foe to be Morgana Le Fay, who used her magicks to transform the heroes, Spider-Woman included, into medieval versions of themselves and brainwash them into being loyal soldiers in her Queen's Vengeance army. [Avengers (3rd series) #1-3] Fortunately, the Avengers freed themselves from the spell and defeated Morgana. However, Julia did not linger long with her old friends and teammates, opting instead to return to Denver to her daughter and her day job. [Avengers (3rd series) #4]
Try as she might to live the life as a civilian, a return to Julia’s life as Spider-Woman came from an unexpected knock on the front door. At first believing it might be her daughter returning from school, Julia answered it, only to receive an energy blast from an attacker. The attacker turned out 
to be a woman named Charlotte Winter, granddaughter to Madame Web, the mysterious ally of Spider-Man. Also calling herself “Spider-Woman,” Charlotte had been visiting every other woman who had taken that name and attacked, absorbing each’s powers and enhancing her own. Although Charlotte left Julia paralyzed and powerless, she did leave her alive. [Amazing Spider-Man (2nd series) #5]
Before she knew it, Julia was transported by minions of Madame Web to New York City for a gathering, which included Jessica Drew, the original Spider-Woman, and Mattie Franklin, a young woman who had also recently took up the name. It was Madame Web’s intention to foil the plans of Charlotte Winter and sought their aid. Now confined to a wheelchair and powerless, Julia had little ability to assist and as such remained at Madame Web's apartment with the mysterious woman while Jessica and Mattie did the legwork. After the villainous Spider-Woman was eventually defeated, Julia, still confined to her wheelchair and powerless, returned to Denver. [Spider-Woman (3rd series) #1, 3-4]
After some time, Julia was approached by a man named Maximilian Coleridge, who had operated from time to time as the sometimes hero, sometimes villain called the Shroud. At this time, Max worked at a company with extensive labs, which he believed could help Julia. Indeed, the labs were able synthesize the same formula that originally gave Julia her spider-powers. After several days, her powers returned and, in the weeks that followed, Julia learned to walk again. Max stayed by her the whole time and the two eventually fell in love. Julia's life seemed great again. [Ms. Marvel (2nd series) #8]
When a tragedy occurred in Stamford, Connecticut during a mission with the media savvy New Warriors which ended with the death of hundreds of school children, a Super-Hero Registration Act quickly passed through Congress, forcing heroes to 
choose sides. Max fell squarely on the anti-Registration side of the argument but he was not willing simply to protest. He convinced Julia to register in compliance with the law and join SHIELD’s enforcement of it as a double-agent. Although she kept her old Spider-Woman costume, Julia chose to use the name “Arachne,” one of her original choices so long ago. Under the guise of operating under Ms. Marvel’s enforcement squad, Arachne did her best to tip off those whom SHIELD authorities had identified as targets, such as Hobie Brown the Prowler. Unfortunately, Hobie was nevertheless captured and during interrogation implicated Arachne as a double-agent, so she was forced to go on the run with the Shroud. [Ms. Marvel (2nd series) #6]
Although the safest place to flee was Canada, Julia did not want to leave without collecting Rachel, who was currently in Denver with her grandparents. They did not get far, however, before they were located and attacked by Ms. Marvel and Wonder Woman, backed up by a SHIELD squadron, tasked with bringing both Julia and Max into custody. Max was quickly apprehended by Wonder Man but Julia was luckier and managed to slip away into the night. [Ms. Marvel (2nd series) #7]
Julia managed to make it from the east coast to her parents’ home in Denver and was prepping Rachel for a move to Canada when SHIELD caught up with them. Julia did her best to reason with Ms. Marvel, promising to move to Canada to avoid future violations of the law. Ms. Marvel was 
resolute, however, and the battle of wills ended with an actual one. Although Julia put up a good fight against her, Ms. Marvel prevailed. Julia was arrested and locked away in a prison with others in violation of the Super Human Registration Act. In the meantime, Rachel remained with her grandparents. [Ms. Marvel (2nd series) #8]
When a mass prison break occurred, Julia took advantage of the situation and managed to escape as well. Julia made her way back to Denver to her parents' home, only to find it empty, a for sale sign in front and with no sign of either her parents or Rachel. Believing her daughter and 
family had been detained by the government, Julia deemed the quickest way to finding her family was via Araña, another Registration-compliant hero who had been present at Julia’s arrest. As Arachne, Julia confronted the young hero, only for the hero to get the best of her and knock her out. When she awoke, Julia found herself in a hospital, with Ms. Marvel by her side. Ms. Marvel voiced her deep regret at what had happened between them and her desire to help. Julia wasn’t so easily able to forgive her Carol and accused her of taking her daughter from her.
Julia soon learned that it was not the government who had taken her family, but her family who 
had taken her daughter. Using SHIELD’s resources, Ms. Marvel tracked Julia’s parents to a suburb in Ohio, where Julia was reunited with her Rachel. Just as Julia had been unforgiving of Carol, Julia found her parents were as unforgiving of her, desiring to give Rachel a normal life that was only possible away from her mother. Although the trip had only been meant as a visit, Julia wished to bring Rachel with her and shamed Ms. Marvel when she attempted to protest. Still wishing to make good her own mistakes, Carol pulled some strings with SHIELD and Tony Stark, its current director, to give Julia a full pardon and custody of Rachel. In exchange, SHIELD would allow Julia to move to Canada, where she would join a new super-team Tony had been assembling in coordination with the local government. Although she accepted and was grateful, Julia made it clear with Carol that what had gone on between the two of them was not forgotten and would never be forgiven. [Ms. Marvel (2nd series) #14]
The new team Julia was joining in Canada was named Omega Flight, which ironically had been a name used by various villain teams opposed to the famous Canadian hero team, Alpha Flight. Although she now sported a new costume for the team, Julia was reunited with an old friend, the USAgent. Unfortunately, the pro law-and-order USAgent looked down on Arachne’s recent history, going so far as to call her a traitor. Other members of this new Omega Flight included Alpha Flight veteran Talisman and the mutant Michael Pointer, who had adopted the name of Guardian.
The team’s first full mission came when it was discovered their fifth member, Sasquatch, had been kidnapped by the Wrecking Crew, who had been contacted by the Great Beasts and promised greater power if the Crew did their bidding. Even when joined by Beta Ray Bill, Omega Flight at first seemed no match for the Wrecking Crew, whose powers had indeed been greatly enhanced by the Great Beasts. Fortunately, help arrived in the form of the new Guardian, Michael Pointer. Although he had not been sent on the mission due to instability of mind and powers, Rachel had bonded with him at the team’s temporary headquarters and released him. With Guardian’s help, the Wrecking Crew (and more importantly the Great Beast) were defeated. [Omega Flight #2-5]
Omega Flight soon settled into permanent headquarters, complete with residential quarters into which Arachne and Rachel settled. Rachel seemed to take to her new home and bonded again with USAgent, her “Uncle Jack.” Julia’s relationship also softened with her old friend, so much so that when USAgent became suspicious about the unregistered super-powered criminals Omega Flight had captured and been returning to the United States, he confided in Julia. In turn, Julia brought in her lover the Shroud, who had escaped SHIELD custody and resumed his anti-Registration activities. Julia and Max had rekindled their romance and she clearly felt close enough with USAgent to share that they had secretly been seeing each other again. Following a 
conversation between Iron Man and USAgent regarding prisoners who never seemed to make it back into US custody, Arachne and Shroud agreed to assist. For her part, Julia agreed to keep an eye on their team liaison Jeff Brown, as well as Michael Pointer, who also seemed to have been of great interest to Tony Stark. [Marvel Comics Presents (2nd series) #3-4, 6]
Arachne and USAgent’s investigation eventually bore fruit, as it was discovered that Dr. Benning, Michael’s Pointer’s psychiatrist, had been intercepting captured criminals and using their life energy to “feed” energy Pointer, simultaneously powering the “Collective” within him and addicting him to the energy at the same time. Arachne, USAgent and even Rachel helped in thwarting the schemes of Dr. Benning, whose consciousness was absorbed by an irate Michael Pointer. Refusing to be used by anyone, Pointer departed for the most northern part of Alaska, wishing to lose himself with those who made a life in the rural wilderness. [Marvel Comics Presents (2nd series) #7-9, 12] Omega Flight was disbanded shortly after. With the Super-Human Registration Act having been repealed during her time in Canada, Julia was freely able to return to the United States with her daughter.