Julia Carpenter was only trying to earn some money by taking part in medical studies, unknowingly taking part in a secret government experiment to create super-powers. Taking what she thought was a vitamin injection, she was injected with spider-venoms and plant toxins from the Amazon rainforest. The injection gave her spider-like strength and speed, as well as the power to climb walls and create webs out of pure psychokinetic energy. Given the codename Spider-Woman (an identity formerly used by Jessica Drew), and a black-and-white costume, Julia escaped her government handlers and joined the Avengers. After Jessica Drew returned and reclaimed her identity, Julia assumed the alias of Arachne. After the events of the Superhuman Registration Act, Arachne fled to Canada and joined the superhero team Omega Flight, creating a more stylized version of her classic costume to wear. She returned to America to help Spider-Man fight a cult of hunters who were targeting spider-powered people. Arachne tried to help spidery-pyschic Madame Web when the hunters gravely injured the elderly woman, only to have Madame Web use the psychic nature of Arachne's powers to link their minds and giver her own psychic gifts to Julia. Now the new Madame Web, Julia now had precognition, clairvoyance, and astral projection added to her powers. Giving her Arachne costume to Anya Corazon (the new Spider-Girl) the new Madame Web donned a red costume with a red trenchcoat over it. Underneath the trenchcoat, her costume has a white spider-symbol
(similar to that of the original Madame Web) on a dark red bodysuit
with light red gloves and boots with a pair of red spider-like goggles. In a reality created by a crazed sorceress, Julia is Arachne, a knight who wears an armored version of her original costume. In the future, Arachne is one of the last surving Avengers, clad in a version of her original costume, modified with stinger-blasting wrist gauntlets, belts, and no white boots.