Johanna Shmidt was a popular German dancer and actress who secretly worked as one of Hitler's most dangerous assassins. She singlehandedly eliminated 14 top Allied agents before she was caught by SHIELD agents. During the encounter, Johanna took refuge in a nearby building only seconds before it was bombed. She survived the blast, but lost both of her arms and suffered extensive head trauma and burns that she only miraculously survived. She was found a short time later by SS troops and taken to a nearby hospital, which happened to be where the infamous Nazi scientist Arnim Zola was working at the time. Knowing of her importance to the Nazi party, Zola took it upon himself to not only save her, but rebuild her, replacing her mangled limbs with cypernetic ones, and applying an experimental polymer over her damaged head. This clear polymer acted like a second skin, protecting the soft tissue beneath and holding the fractured skull together, but it left Johanna with a horrendous appearance. She quickly learned to use this to her advantage, taking the name The Red Skull and using her appearance to intimidate those who would oppose her master.