The woman who become known as Countess Valentina Allegra de Fontaine learned the intricacies of the spy world at a young age from her parents, and would later go on to become a formidable triple agent for international spy and terrorist organizations.
Contessa Valentina Allegra de Fontaine is the assumed name of a Russian woman whose parents served Leviathan, a secret terrorist network headquartered in Russia. During the Cold War, Leviathan gives her family the de Fontaine identities, and they relocate to Italy, posing as members in a local resistance effort against the communist USSR.
As a child, Valentina wanted one of those dolls with prerecorded messages and a pull-string. When her father refused to buy it for her, she obsessed over it and saved up all her money, finally buying it for herself. After playing with it for a couple days, she then never picks it up again.
When Valentina’s parents are killed (apparently by Russian agents), Leviathan contacts her and offers her a place in their organization. After her parents’ funeral, Val adopts the persona of a European “jet-setter” until Timothy “Dum Dum” Dugan, of the newly formed spy agency S.H.I.E.L.D., approaches her. Having heard of her parents’ abilities, Dugan offers Val a place in the organization. Seizing the opportunity to spy on Leviathan’s behalf, Val accepts and becomes educated at the S.H.I.E.L.D. Manhattan UNIT Academy alongside Clay Quartermain and Sidney Levine. When S.H.I.E.L.D. Director Nick Fury Sr. visits the Academy for a sparring demonstration alongside Steve Rogers, AKA Captain America, Val tries to help Fury after an explosion stunned him. When Fury spurns Val’s aid, she flings him with a Judo toss, piquing his interest. She tells Nick that after her parents died, she found life meaningless, but if she could carry on in their place, their death wouldn’t be in vain, successfully establishing her cover story.
Trained Super Spy
The Contess is a superb hand-to-hand combatant, brilliant marksman, espionage officer and excellent combat leader and strategist. She has familiarity with a variety of exotic weaponry used by S.H.I.E.L.D., Hydra, and Leviathan. She often wears bulletproof fabrics and carries a pistol.
Ambiguous Allies and Enemies
Despite her perceived dedication to S.H.I.E.L.D. and later Hydra, Valentina is a triple agent, loyal to one organization: Leviathan. She ultimately helps Leviathan’s leader Vasili Dassaiev, AKA Magadan, recover the ability to create superhumans and revive his fallen brother Viktor Uvarov, AKA Orion, who once revived assumes command against their foes S.H.I.E.L.D. and Hydra. Their efforts to assume control of Hydra fail; Valentina comes to realize her whole purpose and dedication to the organization was taken away from her, and she no longer wanted to be part of it.
In her early days as a spy, Valentina attends the S.H.I.E.L.D. Academy and meets Director Nick Fury Sr., impressing him by beating him in hand-to-hand combat. She eventually becomes romantically involved with Fury , after his relationship with Laura Brown ends. She moves in with him, but becomes jealous of his continued relationship with Brown, and as such flirts with Steve Rogers, AKA Captain America, which also causes tension between her and her superior Sharon Carter who was dating Cap at the time. It’s not until Fury fights Cap over Val, that Val intervenes and declares her love for Fury. Despite all this drama, their relationship comes to an end, but they remain on- and off- again.
A Triple Agent’s Report
While serving S.H.I.E.L.D., she joined the Femme Force, an elite group of female S.H.I.E.L.D. agents, and reported to the team’s leader, Sharon Carter, and superior officers Nick Fury Sr. and Captain America. Valentina falls for both Fury and Cap despite the latter’s romance with her S.O. Sharon. She stirred up trouble with Sharon by flirting with Cap and making herself late to meetings.
Val completed her training and began working with Fury in the field, including opposing a robot impersonation of Yellow Claw controlled by Victor von Doom, AKA Doctor Doom. Val helped bring Quartermain to Fury’s attention as well. During their continued adventures, Val and Fury fall in love and have a romantic relationship in spite of their professional standings. However, in time, Fury resumed his prior relationship with agent Laura Brown. When S.H.I.E.L.D. agent Sharon Carter was placed in charge of Femme Force, an all-female S.H.I.E.L.D. squad, Val served as second-in-command. In Femme Force’s first field assignment, they aided Captain America in finding terrorist group Hydra’s Las Vegas headquarters; Sharon was nearly killed by Hydra agents. During the mission, Val began making romantic overtures to Captain America, hoping to make Fury jealous. However, she gradually developed genuine feelings for Cap. The mission to Las Vegas ultimately pit Cap and S.H.I.E.L.D. against Johann Shmidt, AKA Red Skull, and his 5th Sleeper, who was destroyed by Cap. Upset by Val’s manipulations, Fury drove Cap out of S.H.I.E.L.D. after the mission.
Val subsequently tried to make amends with Fury, but he rebuffed her. When Fury finally attacked Cap in a jealous fit, Valentina intervened and forced him to stand down, finally reconciling their differences. Fury and Val resumed their relationship. Val became so devoted to Fury that when he was nearly killed aiding Cap against the real Yellow Claw, Val blamed Cap for Fury’s injuries, thinking he still harbored a grudge over the affair. Val realized her error when one of the Claw’s agents attempted to assassinate Fury in his sickbed; Val saved Fury from the assassin and aided Cap and Sam Wilson, AKA Falcon, against the Claw when he invaded the S.H.I.E.L.D. Helicarrier. Val later helped Matt Murdock, AKA Daredevil, and S.H.I.E.L.D.’s forces against the Hydra Manhattan faction led by Silvio Manfredi, AKA Silvermane, and joined Cap and S.H.I.E.L.D. against Dredmund the Druid. When Tilda Johnson, AKA Nightshade, used pheromones to manipulate most of S.H.I.E.L.D.’s male agents in its Central headquarters, Val determined how to break her control, using a bombardment of solar energy in the S.H.I.E.L.D. solarium to stun the affected agents back to normal.
Val discovered Fury had been receiving supplements of the Infinity Formula for decades to preserve his longevity, but was now being blackmailed by gangster Steel Harris for his latest injection. Without telling Fury, Val located the Infinity Formula samples and notes, stole them from Harris, then provided it to Fury in time to save his life. Val was one of many S.H.I.E.L.D. agents whose minds were controlled by Ophelia Sarkissian, AKA Viper, in her effort to commandeer the Helicarrier. Val was sent to kill Natasha Romanoff, AKA Black Widow, and Peter Parker, AKA Spider-Man, on Viper’s behalf, but was beaten by the heroes and subsequently regained control when Viper was defeated. When Hulk had the mind of Bruce Banner, he assisted S.H.I.E.L.D. on an assignment, but was exposed to an extraterrestrial organism that took possession of his body, forcing him into a rampage. Fury was knocked out by Hulk, and Val helped coordinate S.H.I.E.L.D.’s efforts to stop the Hulk, who was ultimately bested when Spider-Man inadvertently exposed the organism to the common cold; lacking resistance to terrestrial disease, the organism apparently perished.
After S.H.I.E.L.D.’s ranks were infiltrated by android Life Model Decoys (LMDs) commanded by the Deltite, who had seized the reigns of the organization’s executive council, Fury became aware of the conspiracy and began an investigation. The Deltite used its authority to declare Fury a traitor, ordering all S.H.I.E.L.D. agents to arrest him. Even Val was compelled to obey the council, attempting to arrest Fury when he tried to contact her. Fury ultimately joined forces with other disenfranchised agents to combat the conspiracy. Val was among the agents selected by the Deltite to be replaced with an LMD aboard the S.H.I.E.L.D. Space Station, but she was rescued by Fury and his allies. The Deltite and its followers were killed when the Space Station was destroyed, but S.H.I.E.L.D. had become so compromised that Fury decided to disband the organization. Val subsequently traveled with Fury and other loyal agents to close down the remaining S.H.I.E.L.D. bases around the globe. Val linked up with S.H.I.E.L.D.’s CIA liaison Al MacKenzie, and through him, joined the CIA under the oversight of Jack Pincer. Val and Al became romantically involved at the agency.
Fury, now involved with agent Kate Neville, was convinced to come out of retirement by the threat of the Death’s Head Squad, extraterrestrial Gnobians whose psyches were imprinted by his old foe Baron Wolfgang von Strucker, AKA Baron Strucker. Val and Al aided Fury by providing some CIA resources, and in the aftermath of the affair, Fury decided to restart S.H.I.E.L.D., bringing Val and Al into the renewed agency, which was initially a smaller outfit than its predecessor. During a battle with a Yellow Claw-led Hydra, Val and Fury shared a kiss, but ultimately remained devoted to their respective partners. When Baron Strucker reenergized Hydra with an assault that destroyed the S.H.I.E.L.D. Academy, Val was injured and hospitalized. Al, who was never fond of S.H.I.E.L.D., tried to convince Val to leave the agency and live a normal life. Val refused to abandon Fury, resulting in her relationship with Al slowly dissolving. Val and Kate were both captured by Baron Strucker, who murdered Kate to spite Fury. After rescuing Val, Nick resumed his romance with her.
Val was distraught when Fury was seemingly killed by Frank Castle, AKA Punisher, and she assumed many of the command duties Fury formerly held. During this time, Val clashed with the Cable-founded X-Force when they broke into the Helicarrier to rescue the X-Men’s leader, Scott Summers, AKA Cyclops, aided Cap and the Falcon against Earth-7484’s Luther Manning, AKA Deathlok, and fought the Sentinel army controlled by the malevolent psychic being Onslaught. However, S.H.I.E.L.D. soon discovered that Fury had been impersonated by an LMD at the time of his “death,” and the real Fury soon returned to duty.
After Fury rebelled against S.H.I.E.L.D.’s authority, leading an unauthorized mission into Latveria, he went underground, operating a private espionage battle. At the same time, extraterrestrial Skrulls under the leadership of Queen Veranke had begun to kidnap and replace key figures around the globe with Skrull imposters. Val was one of those captured and replaced. The Skrulls sent their “Val” to find Fury and obtain his S.H.I.E.L.D. access codes. Fury realized the impersonation and killed the Val imposter, then began a dedicated operation to expose the Skrulls. Another Skrull was assigned to impersonate Val, during which time, it served as the S.H.I.E.L.D. UK liaison, aiding Joe Chapman, AKA Union Jack, Sabra and the Navid Hashim, AKA Arabian Knight, against RAID’s terrorist assault on London and also joined Silver Sable and Neena Thurman, AKA Domino, in their pursuit of the Punisher on behalf of George Washington Bridge, AKA G.W. Bridge. The Skrull Val later assaulted Dum Dum Dugan and took his place in S.H.I.E.L.D. Ultimately, the Skrulls were defeated and Earth’s heroes (among them Fury) rescued the impersonated people, including Val.
S.H.I.E.L.D. was disbanded in the wake of the Skrull Invasion, and replaced with the agency H.A.M.M.E.R. Val chose to publicly retire, but at the same time—apparently to obtain more intelligence for Leviathan—adopted the guise of Madame Hydra, joining Hydra’s elite council alongside Baron Strucker, Viper, Kraken, Hive and Tomi Shishido, AKA Gorgon. Val was approached by Fury to join his new operations, which included the Secret Warriors and Howling Commandos PMC, but she declined. As Madame Hydra, Val led a raid of S.H.I.E.L.D.’s former black ops base the Torch, defeating the H.A.M.M.E.R. agents who had occupied it. She also joined Viper in negotiating for a box of unknown origins that had been held by the Clan Yashida. When Leviathan’s combat leader, Magadan, captured Viper, Madame Hydra brought the box to them, ostensibly to negotiate Viper’s release and prevent Leviathan from gaining Hydra’s secrets. Instead, Val apparently shot Viper dead and handed the box over to Leviathan, reaffirming her loyalty to the organization and abandoning her Hydra identity. Using the mysterious box, Leviathan revived their agent Orion, a key member of their “Vanguard” who had been in stasis since the Cold War. While Leviathan prepared for war with Hydra, Val revealed her true loyalties to Fury. While she confessed that she truly loved him, she didn’t share his ideologies. After Leviathan was defeated by Fury, Valentina turned herself over to Federal Intelligence Service. Fury confronted her and asked why she turned herself in. She admitted that when he destroyed the thing she built her entire identity around, she no longer cared for it, and she wanted him to know where to find her.
Valentina is later seen interrogating Strucker for Fury and working for S.H.I.E.L.D. with new recruit Amanda Strong. She is later seated on the mysterious Council of J.A.N.U.S. alongside G.W. Bridge, former Weapon X Director Malcolm Colcord, ruthless biochemist Monica Rappaccini, Alpha Flight’s leader James MacDonald Hudson, AKA Guardian, and a revived Viper, all allied with Norman Osborn, AKA Green Goblin.