The physical manifestation of a small boy's psionic power, his nightmares of sexual abuse at the hands of a party clown made flesh.When she was young her mother was a whores whores whore and was solicited by an ill defined "crime" lord to dress as a clown and was in the middle of fucking him when 'lil Joker walked in on them. She then killed them both and took over the generic crime empire, but became obsessed with clowns which he previously saw as pure. Then as a angsty teenage "class clown" decides to earn a little money on the side by working as an actual clown at kids parties and whatnot. Jocks get wind of this, they trick his best friend into hiring her for what turns out to be a secret jock party. Proto-madam is mocked relentlessly, falling into an unexplained pool of acid that burns her makeup into her face. then bitten by a radioactive clown. After that while surfing on the internet, got zapped into cyberspace. Seeing the sum of everything bad the internet holds, she returned a warped & twisted woman. she then is forced In a Payne Enterprises project unknown to Bat wizard, women are kidnapped and erased for the purposes of experimentation in mental augmentation. Subject #0053 represented their greatest success but proved thoroughly demented by the process. Scheduled to be euthenized, she made her escape, killing everyone within the facility, finding her way to the case files and, not knowing which she'd been, reading them all. Attempting to live as these persons, forcing her way into homes and leaving a string of murders as he becomes frustrated with her failures, she is confronted by Nuclear Knight. she then some how got a job teaching colloge. one night Proffesor Jokium was working late in her lab one night trying to create the formula for perfect joke. When suddenly, the chemical he was holding exploded and infused him with the 'power' of joke...but also warped her mind.

Thus MADAM CLOWN was born!