During the Second World War, Ana Soria was the first female Marine in combat. Though she endured a lot of sexual discrimination, she persevered where most men failed. In the late stages of the war, the Americans feared they were not powerful enough to contain the Japanese or the Soviets. Using Captain America as a model, they continued with super-soldier experimentation on genetically likely subjects, none of whom were properly informed. Already a mutant, Ana was lined up with several officers on the island of Bikini Atoll, where they were blasted with the radiation of nuclear weapons in order to release latent powers. Most were killed, but Ana survived, warping into a human-insect hybrid. However, when the experiments did not produce obvious results, the program was shut down and Ana was thrown into a military asylum, her mind fractured. Worse, Captain America, with whom Ana had a close relationship, was believed killed at the end of the war, which only encouraged the U.S. government to abandon her. In the 1950s, however, Ana escaped and went into hiding.

Recently, Ana surfaced in New York, still youthful and calling herself "The Queen". She demonstrated complete control over anyone possessing the so-called "insect gene," an atavistic DNA feature which connected some humans to the point where they split from insects on the evolutionary tree; Spider-Man among them. While her human drones built her a nest in a New York highrise, Ana chose Spider-Man as her mate. She forced a fateful kiss on the web-slinger that unleashed an enzyme into his body. When he resisted, she began executing civilians, then used her powers to immobilize him. Spider-Man was only saved when Captain America knocked Ana off the building. Surviving the fall, Ana moved her operations underground to a secret lab, where she had held the doctor responsible for her transformation since abducting him years before, and waited for the arrival of Spider-Man who was slowly mutating due to her kiss.

Initially growing extra eyes, extra arms and fangs, Spider-Man was drawn to and defeated by the Queen before completely morphing into a giant spider. Ana expected the spider to give birth to her offspring but once the transformation was complete the spider died instead. Distraught, Ana destroyed the lab and left without witnessing Peter Parker's rebirth from the spider's womb, with a few extra spider-like powers. Ana still held New York hostage, threatening to detonate a bomb that would exterminate all human life within 600 miles. Spider-Man disarmed the bomb and an unrelated explosion seemingly killed Ana.