Carnival of Shadows

Carnival of Shadows

The first spark of the Carnival of Shadows blossomed at the end of the 17th century, in a small Venetian village. Giovanna Scaldi was a young peasant girl, born to a farming family in Padua. Like many pretty, clever girls, Giovanna had her world wrapped around her little finger — but at the age of 15, Giovanna learned she was special.

Carnival of Shadows

All through her childhood, Giovanna's family, friends, and neighbors catered to her whims. She grew up to be a spoiled, bratty young woman who no one had ever been able to say no to — until the year of a bad harvest, when soldiers came to claim unpaid taxes.

When they threatened her father, Giovanna rushed to his side and shouted at them to go away and leave them alone. To everyone's surprise, the soldiers did.

The family’s relief at the sudden turn in fortune turned to fear several days later, when a second patrol of soldiers came to the village, this time with the intent of burning out a witch. They set fire to the farmhouse in the middle of the night, and the family barely escaped the smoke and flames.

Giovanna screamed at the soldiers to burn each other, not their house – and the family watched in shock as they followed her orders to the letter, burning each other to death. Suddenly exhausted, Giovanna collapsed.

When she recovered, Giovanna’s eyes were finally truly open. From birth, she had been blessed with powerful psychic abilities.

She had always been able to subconsciously influence the minds of those around her, but she now discovered she could consciously direct a subject's thoughts and actions with a careful force of will.

Giovanna was a girl with tremendous insight and a voracious appetite for personal satisfaction. There was only one place for her: Venice.


The young “Duchess” who arrived in Venice six months later was, outwardly, quite a different creature than the 15 year old girl who fled the burning farm.
She threw herself into the whirl of social life in La Serinissima, and easily ingratiated herself into the highest levels of Venetian society.

For a time, Giovanna lived happily as a storybook princess, surrounded by beautiful people and potential suitors, and enjoying the finest things in life. But she grew bored, and looked for something more to fulfill her insatiable appetite.

A city can hold few secrets from a restless girl with a natural power of persuasion, and soon a secret underworld of Venice filled with rare luxuries, forbidden pleasures, and occult mysteries was open to her.

Giovanna fell for a mystic who called himself Uriel di Inferno, and revealed her abilities. He helped her explore the extent of her powers, and showed her how to increase their limits. Together they stormed Venice, and soon their sinful soirees spilled out into public plazas and even the Doge’s palace – the city kowtowed before her, and threw itself into a debauched frenzy which only served to increase her power.

Excess cannot burn forever unchecked, and soon stories of these legendary Bacchanalia reached Rome. A secret investigator of the Inquisition was dispatched to learn the truth about this so-called Duchess Giovanna Scaldi, and her rumored affair with the Devil.

Brother Abelard Vernoux was, like Giovanna, born special. Today we would call them mutants, but at that time, Brother Abelard believed he was blessed by God. He had the ability to read emotions and absorb the qualities of people, animals, and even objects around him. When he arrived, he found a month-long party in full swing.

The lustful affair stretched out across all of the Piazza San Marco, and even into the Cathedral itself. As he traveled swiftly through the revelry, one image burned brightly in everyone’s mind: the face of Giovanna Scaldi.

He found the Duchess inside the Doge’s palace, holding court over a shameful display of the nobility. The confrontation was a surprise to both of them, never before having faced an equal in power. But the monk’s years of battle in the Thirty Years War served him well, and after an epic battle he outmaneuvered Giovanna, forcing her to run.

Exhausted and terrified, Giovanna’s control of the city was broken. The leaders, contrite and repentant, helped Brother Abelard scour the city to find her. It was Uriel who came up with a desperate plan. Years ago he had discovered a binding ritual that would prepare an object to host a soul. Traditionally, this was used to command devils and spirits, but he believed it could work for Giovanna, allowing her to hide her essence from the monk.

Uriel would flee the city and find a suitable woman to act as host for Giovanna, far away from Brother Abelard’s reach. Uriel prepared a porcelain mask with grave rituals. When it was ready, Giovanna projected her entire being into the mask. Her body died, and the world went dark.

Unfortunately for Giovanna, Uriel’s plan never came to fruition. He was apprehended while attempting to flee the city. It would be a long, long time before light would again enter Giovanna’s world. It took a blood relative – a distant cousin from across the sea – to throw the shutters wide.


300 years later, in July 2000, a pretty, young woman traveled to Italy from Paragon City. Vanessa DeVore was an Art History graduate student, studying in Florence. On a weekend trip to Venice, she found herself in a dusty, decrepit curio shop.

She was drawn to a once beautiful wooden box, containing a chipped and discolored porcelain mask. Vanessa could see the latent beauty and potential in the piece, and eagerly bought it.

The mask, at first a minor curiosity, soon dominated her thoughts. She stayed in her hotel throughout the night, cleaning and repairing the mask. Finally, almost tentatively, she tried it on…

…Dawn broke fully into Giovanna’s mind. As the mask settled onto Vanessa’s face, Giovanna’s mind roared forth, nearly overwhelming the girl. The two sets of memories, emotions, and personalities drove Vanessa’s body into shock. The spirits wrestled all day and all night, fighting for dominance over the physical form. The conflict only ended the next day when a maid found her prone, and removed the mask.

Shaken, Vanessa packed the mask away and ended her European research. She returned home to Paragon City, ostensibly to finish her thesis. Instead, she spent all of her time researching the mask, and her distant relative, Giovanna Scaldi. Although tempted by the stories of her ancestor, Vanessa was too frightened to touch the mask again. Until the Rikti came.

Witness to the horror and devastation of the Rikti, and the fall of so many heroes, Vanessa felt she had no choice but to don the mask. Vanessa had an offer ready for Giovanna’s spirit – work together and share their resources or else both would die. United in purpose, Vanessa/Giovanna did her part against the Rikti.

Although she could not mentally dominate the aliens directly, she created an army of perfectly-coordinated, fearless soldiers under her mental halo. She fought until near collapse, and then in a moment of desperation “pulled” too hard on a subject’s soul … and consumed it in a flash of hunger.

Although horrified by what she had done, the rush exhilarated her and recharged her. As long as she had souls to sustain her, she could fight indefinitely. Vanessa/Giovanna devoted her forces to the Alpha Strike team. When the Rikti portal was destroyed, all of her puppets were killed. Cut off from her resources, she collapsed.

carnie-6.jpg When Vanessa awoke, free of the mask, she longed for Giovanna like a lost love. Vanessa reclaimed the mask immediately. United now in shared history and close friendship, Giovanna convinced Vanessa that she needed a reward for her good service.

Giovanna helped Vanessa build her own little version of Paradise by seducing and dominating the young and wealthy of Paragon City. She reveled in the luxury, but soon felt directionless.

When one of her new playmates, Rachel Morris, was attacked by the 8th Street Muertos, Vanessa saw the assault in her mind. Right before they killed Rachel, Vanessa reached out took the poor girl’s soul. Energized, she hunted the 8th Street Muertos down and forced them to butcher each other.

Vanessa and Giovanna agreed upon a new purpose. Vanessa would create a haven of safety for herself and her closest subjects, keeping them safe in this dangerous city, and woe to any who crossed them. She knew she could not always be on guard, and so she chose her ten favorite subjects, all young and beautiful women, and shared with them the vision of Rachel’s death.

They were horrified and incensed, and vowed to do whatever it took to help Vanessa in her goals, exactly as she had planned. The Carnival of Shadows was born.

Empowered by Vanessa’s telepathic insight and their own outrage, the women were transformed into psychic street fighters, able to pull knowledge from their foes’ minds to counter any attack. Emboldened by this first success, Vanessa and Giovanna began cherry picking recruits in earnest, empowering them into a super-powered strike force.


The Carnival of Shadows exists principally to cater to the needs and desires of Vanessa DeVore and the spirit of Duchess Giovanna Scaldi. In return, Vanessa has built a decadent and insulated environment for her subjects, in which they may enjoy whatever pleasures they desire.

All she asks in return is their absolute loyalty in the ongoing battle against her many enemies. Of course, since Vanessa dances through the minds of each and every one of her followers, they are always happy to do whatever it is she asks of them.

However, to keep her energy levels high, Vanessa needs a constant stream of souls. If her powers fail, the whole enterprise will tumble like a house of cards. Her servants consist of beautiful, wealthy, young socialites, but only the most attractive, charming, and talented women are ever considered worthy of attaining the highest ranks.

From the highest Ring Mistresses to the lowest Attendants, all are focused upon keeping Vanessa DeVore happy – for by sating her constant appetite, the Carnival of Shadows continues to spread its influence.