The Mainframe wiki last edited by BritishMonkey on 04/21/17 10:28AM View full history


In the alternate reality of Earth-928 several years into the future; after seeing so many of his friends and comrades in the Avengers die in their last mission, Tony Stark decided that he could no longer continue as Iron Man and chose to retire. But Stark also realized that the Avengers was too important and to ensure that there would always be an Iron Man to stand at the Avengers' side, devised a special failsafe. He created a special computer program based on his encephalograms and a powerful robotic shell patterned after his Iron Man Armors that he called Mainframe.


Mainframe first appeared in A-Next #1, created by Tom DeFalco and Rob Frenz. It was part of the MC2 imprint that was based on What If? # 105 which an alternate timeline based on Spider-Man's daughter, May Parker.

Mayor Story Arcs

Iron Man Retires

In the alternate reality of Earth-298, after the disastrous final mission of the Avengers, a weary Tony Stark decided to retire as Iron Man. However he was also wary that a new danger could emerge to threaten the Earth and decided to create a contingency to prevent that from occurring. His solution was an android based in the style of his Iron Man Armors and imprinted with his brainwaves that he dubbed Mainframe. However when he completed Mainframe, there was no active Avengers team and so the mighty android remained dormant.

Tony Stark's Vision
Tony Stark's Vision

However as Stark had foreseen, an emergency arose over ten years later when a grown Kevin Masterson, the son of the late Eric Masterson (who was once the Avenger known as Thunderstrike) came to Avengers Mansion in New York City. Per Eric's last request, he has bequeathed his now depleted mystical weapon (also known as Thunderstrike) to Kevin as a memento.

Removing the enchanted weapon from the vaults attracts the malicious attention of Loki who dispatches Rock Trolls to retrieve Thunderstrike and accost Kevin. Edwin Jarvis, the caretaker of Avengers Mansion is present and witnesses the assault, triggers an emergency Avengers Assemble summons which sets off the Mainframe Failsafe, activating the mighty android for the first time.

The summons also alerts Jubilation Lee of the X-People, Jolt, and Stinger who rush to assist and the growing battle attracts the attention of Speedball and J2. Although the band prove victorious over the Rock Trolls, they are all quickly felled by Loki who brings all of the heroes to Asgard where he intends to recharge the Thunderstrike as a weapon to use against his hated brother Thor who is now the Ruler of Asgard.


The Dream is Reborn!
The Dream is Reborn!

In the midst of recharging the Thunderstrike, Kevin leaps in and seizes the weapon, causing a mystical backlash that fuses the mace to him and transforms him into an Asgardian version of himself. It proves a sufficient distraction that Mainframe and the other heroes to break free. Although Loki once again begins to overwhelm the group, the battle has attracted the unwelcome attention of Thor and he is forced to flee. Thor returns the kidnapped heroes back to Earth where Mainframe suggests reforming the Avengers. Only Stinger, J2, and Kevin (who assumes the identity of the new Thunderstrike) agree and form a new incarnation of the Avengers known as A-Next.

Although Mainframe attempted to establish himself in the position of leader, his cold personality and aloof behavior quickly found resistance among the others. He even went so far as to recruit American Dream, Bluestreak, Crimson Curse, and Freebooter and inducted them as new members of A-Next without even consulting the others, greatly antagonizing the others and causing tremendous resentment towards the new recruits. Over time, many of the A-Next members became increasingly wary and distrustful of the mysterious armored warrior as they began to notice that he never removed his armor in their presence and it was discovered that he employed robotic duplicates of himself.

Ion-ing for Destruction!
Ion-ing for Destruction!

In an attempt to restore trust in the group dynamics, Mainframe reveals that he is not a person at all but a sophisticated computer program. The reason why he never removed his armor because it wasn't armor at all but his real body and his robotic dopplegangers were actually his bodies that were destroyed or rendered off-line. During a battle with Ion Man, Mainframe was forced to expend his entire supply of drones to defeat the energy wielding assassin.

Mainframe then suffers a catastrophic hardware crash from scattering Ion Man in the ozone layer. Stinger and her father, the retired Ant Man delve into repairing the critically damaged Mainframe in miniaturized form. They are able to activate a backup protocol and discovers a hidden space satellite that contains an automated manufactory that builds and assembles Mainframe's spare bodies that he downloads his consciousness to after his current body is rendered off-line and manage to reboot the high-tech hero, returning him to active service once more.

Mainframe would continue to serve as a mainstay of the A-Next in several major conflicts such as traveling to a dark parallel dimension where the original Avengers had taken their final mission that had nearly destroyed them; battling the Revengers, a dark counterpart to A-Next; to Loki's attempt at revenge by brainwashing the entire superhuman population and conquering the planet; and a destructive battle against Galactus where the Planet Eater sought to devour Asgard itself.

MC2 Heroes United
MC2 Heroes United

Afterwards, Mainframe would take a brief leave of absence to help the United States Space Program after their satellite infrastructure was destroyed by Galactus and was dismayed at the sudden restructuring A-Next underwent while he was away. In particular, Mainframe was furious at the dubious inclusion of Sabreclaw whom had been a vicious enemy on several occasions and had a long criminal record. However, he was forced to accept it due to the fact that A-Next was suffering from depleted numbers during their newest campaign against a new mysterious enemy and desperately needed anyone they could muster.

This new enemy was subsequently revealed to be Sylene, the daughter of Loki and Ulik who were attempting to cast a spell to remake the entire planet into a new Asgard. Thanks to his mechanical nature, Mainframe proved immune to Sylene's magicks but was destroyed by Ulik.

Rebuilt in his satellite, Mainframe watched helplessly as Sylene's spell began to restructure the entire planet and in a desperate gambit to halt it, Mainframe deliberately piloted his satellite to crash land on her base and thus ending Sylene's attempt and seemingly destroying her in the process.

A-Next Assemble!
A-Next Assemble!

Although he barely escaped the satellite's destruction, it remains to be seen exactly what this will mean for Mainframe as he has lost the ability to download his consciousness to any new bodies.

Powers and Abilities

Mainframe is a highly sophisticated android capable of independent thought and action. He is housed in a robotic shell composed of a highly durable metal alloy that can withstand enormous impacts, a wide variety of destructive energies, and other forms of harm. He is superhumanly strong and can fly at supersonic speeds. He can also discharge repulsor rays, laser bursts, electrical blasts, and magnetic beams. His gauntlets also incorporate retractable machine guns and can launch a variety of grenades and missiles. Mainframe can also absorb energy frequencies.

Mainframe in Flight
Mainframe in Flight

Due to his artificial nature, Mainframe is immune to several psychic and certain magical attacks.

Mainframe is highly intelligence and possesses an impressive degree of knowledge in various sciences and technologies.

Mainframe also possesses the ability to transfer his program or "consciousness" from one robotic shell to another by use of the "Lazarus Program". Typically, he does so when his current body is damaged or destroyed. A full copy of his program is housed in a memory module located in his torso that can be launched should he no longer have any spare bodies that he can download his consciousness into. This module has an independent power source and is capable of flight and can actually enter into near-Earth orbit on it's own.

Mainframe previously had access to a remote and private Stark Enterprises satellite in near-Earth orbit that contains a full manufacturing facility that builds and assembles spare Mainframe bodies. His backup memory module could also dock into this satellite without any external assistance as well. This satellite was recently destroyed and it remains to be seen exactly what will this mean for Mainframe in the future as he no longer has the facility to create spare bodies to download his program to a new body after his current one is destroyed or damaged.

In Other Media


Hulk And The Agents Of S.M.A.S.H.

Mainframe in the animated series
Mainframe in the animated series

Mainframe appears as the main villain of the episode "Wheels of Fury", voiced by Jeffrey Combs. This version of the character is an advanced A.I. created by Tony Stark in order to have a worthy opponent he can play games against. Mainframe eventually grows tired of losing, and begins hijacking the weapons and equipment at Stark Industries as part of a twisted "game" to prove it is better than Iron Man. When the Hulks arrive, Mainframe challenges them to a roller derby match to decide the fate of the city. The heroes win the match thanks to She-Hulk's expertise, and Mainframe is persuaded to spare the city. The episode ends with the Hulk and Iron Man convincing Mainframe that there are ways to have fun without endangering innocent lives, which causes him to fly off to parts unknown, stating that he wishes to experience world. Before leaving, he transforms his body into a black variant of Iron Man's armor.


Guardians of the Galaxy Vol. 2.

Mainframe is set to appear in Guardians of the Galaxy Vol. 2 and is to be voiced by Miley Cyrus.

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