Nell Ruggles was a psychopathic teenager who had killed her entire class. She later was exposed to an alien device and developed a bizarre red web-like living costume (similar to a symbiote). The living costume her skin generated gave her spider-like powers. Calling herself Arachnophilia, she used her powers to kill criminals and attack anyone she felt wronged her. Nell was captured by S.H.I.E.L.D. and had an inhibitor collar placed on her. S.H.I.E.L.D forced Arachnophilia to use her powers for them.