Madame Masque is hired by the Hood to take advantage of the split in the superhero community caused by the Superhuman Registration Act. She becomes the Hood's second in command (and his lover) and helps him and his forces fight the New Avengers. She is taken down by Doctor Strange and taken into S.H.I.E.L.D. custody. A group of Skrulls disguised as S.H.I.E.L.D. agents try to learn her true face so they can replace her with one of their own. The Hood frees her and kills all the Skrulls except one. In an unknown location attended by most of the Hood's army, they learn from the Skrull agent that the Skrulls plan on taking over Earth, believing it to be rightfully theirs. Madame Masque rejoins the Hood's crime syndicate and takes part in an attack on the invading Skrull forces. She is among the Hood's army as they assist the heroes in their final battle against the Skrulls.