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Itsy Bitsy Spider (Intense Creepy Child Vocal)Unknown
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Lord Arachnid
Arachno Bane
Arachno Malice
Arachno Psyknight
Lady Arachnida
Master Arachnoknight
Arachno Santa
Madame Widow



The Arachnoknights is a villainous band of spider-themed militants and mercenaries intent on dominating any nation or land they can, all for politics or money.

Decades ago there was a 'following' of another type of spider-themed militant organization that, up until the Soltan Invasion of 2000, was poised to impart control on several third-world nations. Thankfully, and sadly, the Soltans destroyed nearly all traces of that 'other' spider themed organization, severely damaging their old bases and wiping out nearly all of 'that' group.

Several lieutenants and leaders emerged from 'that' spider-themed organization the invasion alive, but not necessarily whole. Most had received multiple battle wounds, lost limbs and usually a case of Post Traumatic Stress Disorder (PTSD).  Together, they helped each other become stronger, overcoming their wounds and loss.  As a result, they went about travelling to their old burned-out bases, collecting equipment, vehicles, flyers, weapons and even more recruits wherever they went.

Arachnoknights Emblem

After a couple of years amassing their resources, several caches of money, gold and precious metals were found that none of the survivors knew about.  They'd been lied to about these hidden resources, and as such, realized quickly that the 'old' spider--themed organization would not come back in name per se, but if anything, with the same goal - domination.  Using their old underworld contacts, they sold the gold to the Gold Syndicate for an amazing amount of money and the precious metals to other criminal organizations for a fair market value.  By 2010, their new organization they were forming was loaded with over $10 trillion in funds and assets.  After amassing their wealth, and shortly thereafter, a plan for conquest of specific third world nations, islands and failed democracies was concocted.  All that was left was where to base from, when to start dominating the world once again...and their new group's name.

Knights of Arachnos (CoH) (2007)
Isla San Pedro.jpg

For their new starting location, they went with an old yet dilapidated 1980s secret base abandoned by the 'old' spider organization; that location was Isla San Juan in the South American nation of Chili.  Rather than 'pay' for the island, they threatened the local realtors with well as offering their families and friends a first shot at opportunities to work for their group in their new island base for money.  It didn't take the locals long to figure out the annual salary for working for these new Isla San Juan owners was over 400% more than what they were making elsewhere in their poverty-stricken region. In less than a year, the base was fully operational with over 500 troops, 300 technicians and workers and a warehouse of weapons, flyers, armor and equipment.  The island was later renamed Isla "Chonara" (an anagram of "Arachno").

While amassing their materials, they also found the blueprints for an experimental teleportation system.  Within months, one of the techo-geniuses of the group was able to complete the work and created all new teleportation devices; devices that could transport their troops anywhere around the world at any time.  This alone would allow them a massive, quick assault capability in taking what and where they wanted with the exception of several dozen locations that had city-wide teleportation scrambler zone devices (locations such as Washington DC, Moscow, London, etc.) that were later discovered to be purposefully built to prevent teleporting in troops, like the Soltans did during their invasion of Earth in 2000. Regardless, their new tech, weapons and armor set them up for success.  All that was left was the name of the group.

The previous 'leader' of the old spider-themed group considered himself a god among men, and that his troops and workers were nothing more than peons to him.  He'd rather kill his best men and women, believing them to be a threat to his own power, than use them for the benefit of the organization.  As such, one man stood out as the right one to lead them.  A militant man with 20 years of experience with the old order; a leader who was loved and respected by his troops; a leader who led from the front and by example...a man who took the worst beatings ever from the Soltans and not only lived to tell about it, but took down an entire Soltan Battalion as retribution to the loss of most of his troops.  That man was Malcolm Mercedes, once known as Archon Mercedes.


The organization's leaders unanimously voted in favor for Mercedes to be their organization's leader, calling him "Lord Arachnid" as his war name.  He humbly accepted, but informed the leaders that he'd brook no misuse of the troops for any leader's personal, individual gain - everyone works as a unit with a holy mission...a band of "Arachnoknights".

And thus the organization gained its new leader and its new name.  The Arachnoknights were now ready to do what they'd waited over 15 years to do - dominate.

Lord Arachnid

Lord Arachnid created "The Code of Arachnoknights", a manual on how to train, live, eat and breath as a member of the Arachnoknights.  This manual was given to each member of the organization, for which they were mandated to memorize and uphold at any cost.  Some of the rules in the manual even followed the tenants of the England's order of knights, invoking respect and honor above all.  What was unique was that cowards would be punished, but not killed; bravery and honor would garner accolades, titles and authority. 


As such, the pecking order in the group may not have followed the patterns of the old order, but instead, seemed to be following the same thing under a more 'noble' sentiment.  Regardless, each Arachnoknight upheld the code as if it were the Word of God itself.

In 2015, the Arachnoknights made their first move; a move that hardly anyone even knew about.  They took over three additional new islands in strategic locations so as to create new bases of operation.  The first was quietly taking over the Swan Islands off the coast of Honduras.  In an amazing display of tactical and strategic planning, Lord Arachid not only took over the islands without killing a single inhabitant, they also worked a deal with the criminal cartels of Honduras to work FOR the Arachnoknights in return for a hefty amount of money and 'action' for their gangs.  In weeks, the takeover was making a profit for the Arachnoknights without even a whisper of dissent from the locals.

Swan Islands Honduras.JPG

The second location was the abandoned California coastal island of Saint Nicholas. Saint Nicholas was an abandoned US Navy base that was evacuated during the Soltan invasion of 2000 and was completely forgotten about by the Americans.  The island had been a test site for unmanned aerial vehicles (UAVs), missile testing and testing of hundreds of experimental sensors and detection systems - all left unattended, still on the base, gathering dust. 


Lord Arachnid and his troops flew in with 150 troops and no resistance...since no one was even living on the island! Lord Arachnid literally planted an Arachnoknight Banner on the island and claimed it in the name of the Arachnoknights as the new island now codenamed "Arachno Island".

The third island, however, was a different story.  Hope Island, located off the coast in Maine in the United States, was an island that had been previously owned by a patriotic old veteran who made his millions on weaponry during the 1970s.  The old man was the only one left on the island, since his wife had died the previous year. He knew his time was soon, but wanted to die on his favorite island and not in a hospital. That night, a dozen Arachnoknight Flyers with 150 troops invaded Hope Island. The old vet was able to sneak away from being abducted and went instead to an old underground HAM radio room he'd built in the 1970s.  There, he sent a message to an old faithful associate of his, an Agent John Brown of the CIA, and an old war buddy from World War II.  Most knew Agent Brown to be the retired hero known as "Major Invader".  Sadly, the old vet was found and killed for sending out the communique to Major Invader.  Nonetheless, the Arachnoknights immediately set up their defenses and created a 'false radiation' reading to keep others away from the island.  That worked to stop most, but not Major Invader.

Hope Island Maine.jpg
Arachnos Mansion.png

Major Invader attempted to inform his fellow ex-CIA cohorts about Hope Island, but sadly, most of his fellow ex-CIA cohorts hated the Major and instead ignored him and his rantings.  The Major instead decided to take the fight to this "Arachnoknights" expecting them to be the same villainous cowards he'd usually run into in these larger, take-over-the-world organizations.  Not only was the Major wrong, but found himself in the hospital, severely wounded, floating at sea by a passing Coast Guard vessel.  As it was, even Major Invader knew he didn't have the power to stop them.  Instead, years later, Major Invader reorganized the Allied Fighters supergroup to combat not only the Arachnoknights, but against other world-domineering tyrants as well. As such, once again, the Arachnoknights got away with murder and took over another island; an island that was now another strategic location for the Arachnoknights' plans.

Just weeks before an all-out assault was to be done on the Bahamas to take it over, Lord Arachnid was informed that the love of his life prior to the Soltan Invasion had been found in an American hospital in Los Angeles, California.  Lord Arachnid placed the assault on hold and went to see the only woman he'd ever loved...only to find her in a vegetative state as a quadriplegic.

Karen Olsen as quadripalegic.jpg

His love, Karen Olsen, otherwise known as Arbiter Ariel during her time with the old order, had been missing since the Soltan Invasion of 2000.  Even though Mercedes had looked high and low for her, he never found her and presumed she'd died.  Now, with her unresponsive, broken body lying in a hospital bed for the last 15 years, it was almost too much for him to take.  Lord Arachnid instead, for the first time in his life, broke his own code of order and planning and instead scooped up Karen's body and left the hospital with her in his arms.  When he made it back to the Arachno Island base, he was chastised by two of the Arachnoknight leaders about his actions.  Again, Lord Arachnid snapped and killed both leaders with a disintegration blast to each of their chests.  Not a single Arachnoknight could believe what they were seeing...their vaunted leader breaking critical tenets in the Code of Arachnoknights.  Everyone was shocked, but still followed their orders...for the time being.

In a mad need to bring her back to life, he ordered several of his bio-scientists and cyborg engineers to transfer her consciousness, awakened, into a new, powerful warrior cyborg body.  Although they protested at first (and one was killed by Lord Arachnid), they did as he asked.  Several weeks later, Karen Olsen awoke in her new cyborg body.

After a few weeks of being debriefed and learning how to use her new body, Karen, now renamed as "Lady Arachnida", joined her new husband, Lord Arachid, on her first assault in over a decade and a half.  Although the troops weren't sure of Lord Arachnid's behavior of late, they followed him in a grand assault on the Bahamas.  What was a perfectly executed plan to take over the Bahamas was instead met by G.U.A.R.D.,  Major Deej and his band of ChallengersMajor Invader was with them and in less than 15 minutes, GUARD, Major Deej and the Challengers and Major Invader turned back the Bahama Invasion force of the Arachnoknights.  The Arachnoknights lost over 200 of their 500 strong invasion force, while the heroes only lost 35 GUARD troops.


The failed invasion not only cost the Arachnoknights 200 troops, but the desertion of another 115 troops.  A year later, the Arachnoknights started an aggressive recruiting campaign, drawing in more new followers by the thousands. Eventually, the CIA and GUARD began to realize the danger of the Arachnoknights, and have since created strike forces to counter the Arachnoknights in their next attempt at conquest. Although there are still concerns over Lord Arachnid's leadership and commitment, he seems to have re-doubled himself in the Arachnoknights, now that he has his Lady Arachnida by his side....the only issue being, is that SHE still believes in the old system of challenging and killing those that dare to threaten one's standing in the organization; a system that seems to be a new issue between Lord Arachnid and Lady Arachnida now.

Today, the Arachnoknights are a force to be reckoned with. They've become more brazen in their attacks, attacking several other island nations and even routinely fighting and defeating super-heroes.  The Arachnoknights zealot-like mentality makes each trooper dangerous, and as such, has created many one-on-one challenges of troopers against superheroes, with the superheroes losing about 1/3 of the time to the Arachnoknights (the knights are THAT well trained).  No one knows where they are based out of (except Major Invader and the Hope Island situation) or how they are able to accomplish the feats they do.  One thing is for sure, the Arachnoknights will continue to escalate their recruiting, and their brazen attacks against islands, nation and order unless someone takes them down!



Arachno Knight
Arachno Knight 2022 I.jpg

Arachno Knight

Arachnoknights are the infantry of the Arachnoknights group. 


Each knight is trained to master the Code of the Arachnoknight, how to wield an energy sword and an energy shield, standard hand-to-hand combat, basic battlefield manuevers, swordfighting techniques and survival skills, along with special training in honor and loyalty.

Each knight wears armor padding providing a poor, yet capable level of protection from head to toe against physical and energy attacks and good protection against radiation and temperate attacks.

Today, there are over 600 knights located throughout the world.  Each knight is trained by a Master Arachnoknight who enacts as a 1st Knight in each location's order.

Arachno Trooper
Arachno Trooper 2022 I.jpg

Arachno Trooper

Arachno Troopers are the riflemen of the Arachnoknights group. 


Each trooper is trained to master the Code of the Arachnoknight, how to be professional marksmen with an energy rifle and handgun. They're also taught how to use grenades, flares and standard hand-to-hand combat. They are also taught basic survival skills along with interrogation and perception techniques.

Each trooper wears armor padding providing a poor, yet capable level of protection from head to toe against physical and energy attacks and good protection against radiation and temperate attacks.

Today, there are over 800 Arachno Troopers located throughout the world.  Each trooper is trained by a Master Marksman who also enacts as a Gun Range Master at each base location.

Arachno Widow 2022 I.jpg

Arachno Widow

Arachno Widows are the special operatives of the Arachnoknights group. 


Each Widow is trained to master the Code of the Arachnoknight, poison dart and blade combat, stealth, night operations, spying, and focused mental abilities. They're also taught standard hand-to-hand combat, basic battlefield maneuvers, survival skills, interrogation, fear control and mental control.

Each Widow wears armor padding providing a poor, yet capable level of protection from head to toe against physical and energy attacks and good protection against radiation and temperate attacks. The helmet provides a mental amplification device that, when trained properly, can perform mental attacks on targets, pending on the target's mental control and training.

Today, there are over 300 Widows located throughout the world.  Each Widow is trained by a Widowmaster who enacts as a 1st Widow in each location's order.

Arachno Widow




Hope Island, Maine, USA (secret)

There are several secret bases located around the world, however the biggest and best equipped are:

  • Saint Nicholas Island (now Arachno Island), California

  • Isla San Pedro (now Isla Chonara), Chili

  • Swan Islands, Honduras 

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