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The Carnival of Shadows is a circus whose performances are well-known among the wealthy and influential people of Paragon City, who are often part of their audience. But none of them suspects the true price they will pay to the Carnival for their arts: The bright and cheerful appearance of the Carnival betrays its fearsome powers and the dark past of their leaders. This very high-level villain group can be fought in City of Heroes between levels 40 and 50. The Carnival is present in City of Villains, as well, and can be fought from level 30 to level 40.



Though the Carnival has no known icon, all female members of the group wear a delicate porcelain mask

The Carnival of Shadows official info ( Copied from the City of Heroes official website [1]):

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.

All throughout 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, as time passed, 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 a 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– to be exact, 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 both 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, that is.

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.

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 and 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.

Villain types[]





The lowest echelon of the Carnival of Shadows is filled with these servants. Although they are at the bottom of the ladder, they should not be understimated. They wear the distinctive mask of the Carnival and draw resistance to mental attacks from it like the rest of their comrades.


Harlequin Juggler[]


Harlequin Juggler

These deadly troubadours use their dexterity to turn juggling rings into attacks. Their lightning reflexes combine with electricity charged rings to provide quite a show. They wear the masks that are equipped to all the Carnival. These masks increase the healing rate of all these tricksters, among other things.


Harlequin Fencer[]


Harlequin Fencer

These capering minions look bright and cheerful in their motley but they are a grave threat. They are masters of the blade, prodding their enemy with pinpoint knife throwing and then using vicious sword attacks when in melee. Their place in the Carnival hierachy is low.


Bronze Strongman[]


Bronze Strongman

The Strongmen of the Carnival of Shadows are capable of amazing feats of strength. The Bronze Strongmen are recruited for their potential and are dominated by the Ring Mistresses. They are then put through a rigorous training regimen to achieve their Herculean physique and are sealed in their helmets.


Iron Strongman[]


Iron Strongman



After serving the Carnival loyally for a year and a day, the Bronze Strongmen are presented with a mallet made of cold iron that is a symbolic representation of their loyalty as well as a fearsome weapon. The Iron Strongmen are the backbone of the Carnival's physical threat level.








The Seneschals of the Carnival are the efficient leaders of the rank and file. They most commonly rise from amidst the Attendants but occasionally a Harlequin will be moved over into this role. In addition to their access to the same arsenal as the Attendants, the Seneschals use torches to create fire attacks.





The Carnival Illusionists are as deadly as they are elegant. Their masks enhance their natural psychic abilities and allow them to create deadly mental illusions. These powers attack their opponent's minds directly and can convince them that they are being wounded, among other things. The Illusionists are also trained to use the power of their minds to fly.


Steel Strongman[]


Steel Strongman



The Steel Strongmen are the pinnacle of the Carnival's muscle. Upon loyal service as an Iron Strongman for five years and a day, they are re-sealed into specially designed helms that provide the normal protections as well as the ability to harness their inner strength to weaken their opponent's attacks.



Master Illusionist[]


Master Illusionist

After wearing their masks for long enough, Illusionists are trained to manifest their thoughts in the form of phantasms. At first, the phantasms are insubstantial and ineffective, but, after a training process, the Master Illusionist can maintain them for longer periods of time and use them offensively.


Ring Mistress[]


A Ring Mistress

The Ring Mistresses are taken from the ranks of the Carnival. The strongest minds with the most capacity for evil are shaped and then hidden behind the most powerful masks that the Carnival has. No one is certain where these masks come from, but they enhance the psychic abilities of the Ring Mistresses exponentially. They rule the troupes of the Carnival with a steel hand in a velvet glove.


Dark Ring Mistress[]


Dark Ring Mistress

When a Ring Mistress has accomplished a number of sucessful tasks for the Carnival of Shadows, her mask is enhanced with dark and terrible powers. In addition to psychic attacks the Dark Ring Mistresses assault their enemies with power from the dark recesses of their minds.


Named Enemies[]

Attendant Quantum (Minion)[]


Attendant Quantum

The lowest echelon of the Carnival of Shadows is filled with these servants. Although they are at the bottom of the ladder, they should not be understimated. They wear the distinctive mask of the Carnival and draw resistance to mental attacks from it like the rest of their comrades.



Madame of Mystery[]


Madame of Mystery

Main Article: Madame of Mystery

After facing her three times, you have learned that the Madame of Mystery is actually the psychic projection of Madeleine Casey's soul. Unless you can destroy the Madame completely, Madeleine's soul will continue to serve the Carnival forever.


Giovanna Scaldi[]

Giovanna Scaldi

Giovanna Scaldi

Main Article: Giovanna Scaldi

Though records say Giovanna Scaldi died in 17th century Venice, it appears she is alive and well - in Vanessa DeVore's mind. Her soul has survived the centuries locked away in a porcelain mask, and it is her great psychic power that truly drives the Carnival of Shadows.


Vanessa DeVore[]

Vanessa Devore

Vanessa DeVore

Main Article: Vanessa DeVore

Vanessa DeVore is many things to many people: sly trickster, peppy party girl, cold-hearted killer. For years she's been wearing the delicate porcelain mask that contains the soul of the powerful psychic, Giovanna Scaldi. Even with Giovanna vastly weakened by her defeat on the psychic plane, Vanessa is as strong, and as evil, as ever. She has made Giovanna's power her own, and in doing so, she has destroyed the innocent woman she once was.


Named Bosses[]

  • Agatha (Dark Ring Mistress)
  • Alicia (Dark Ring Mistress)
  • Amanda (Dark Ring Mistress)
  • Amandala (Dark Ring Mistress)
  • Belle (Dark Ring Mistress) Found in a mission from Jezebel Jones
  • Contessa of Clout (Dark Ring Mistress) Found on Check out the Carnival hideout mission from Harvey Maylor
  • Devereaux (Dark Ring Mistress) Found on Keep Wailers out of Babylon mission from Hardcase
  • Duchess of Domination (Dark Ring Mistress) Found on Rescue the researchers mission from Harvey Maylor
  • Elsbeth (Dark Ring Mistress)
  • Gizelle (Dark Ring Mistress)
  • Jane (Dark Ring Mistress)
  • Kara (Dark Ring Mistress)
  • La Belladonna (Dark Ring Mistress)
  • Louisa (Master Illusionist)
  • Madam Kay (Dark Ring Mistress) Found in a mission from Jezebel Jones
  • Madame of Mystery (Dark Ring Mistress)
  • Maid of Magic and Mystery (Master Illusionist) Found on the Attend the Carnival's next performance from Madeleine Casey
  • Medium Reya (Master Illusionist)
  • Miskela (Dark Ring Mistress)
  • Mistress Diana (Master Illusionist)
  • Mistress Josephine (Dark Ring Mistress)
  • Mistress Leanna (Dark Ring Mistress)
  • Mistress Marabelle (Dark Ring Mistress)
  • Mistress Mercata (Master Illusionist)
  • Mistress of Ceremonies (Dark Ring Mistress)
  • Mistress of Chaos ((Dark Ring Mistress)
  • Mistress of Memory (Master Illusionist) Found on Go back to the psychic plane mission from Harvey Maylor
  • Mistress of Song and Story (Dark Ring Mistress)
  • Mistress Sylvia (Dark Ring Mistress)
  • Musclebound Max (Steel Strongman)
  • Necromancy Nancy (Master Illusionist)
  • Nellie (Dark Ring Mistress)
  • Paradox (Dark Ring Mistress) Found on Interrogate Paradox mission from Hardcase
  • Ruby (Dark Ring Mistress) Found in a mission from Jezebel Jones
  • Samson Grey (Steel Strongman)
  • Soulless Strong Man (Iron Strongman)
  • The Amazing Fortunata (Dark Ring Mistress)
  • The Artist Formerly Known as Claire (Dark Ring Mistress)
  • The Bewitching Belle (Master Illusionist)
  • The Lady Apprentice (Master Illusionist) Found on Get the paintings back from the Carnival mission from Harvey Maylor
  • The Mesmerizing Mathilde (Harlequin Juggler)
  • The Soothsayer (Master Illusionist)
  • The Storyteller (Master Illusionist)
  • The Wild Woman (Dark Ring Mistress)
  • Twinkle Toes (Dark Ring Mistress)


  • The Carnival of Shadows was originally named the "Soul Scavengers."[2]