| Character Name: | MODOK |
| Real Name: | George Tarleton |
| Publisher: | Marvel Comics |
| Debut: | Tales of Suspense #94[1] (October 1967) |
| Creators: | Stan Lee Jack Kirby |
| Species: | Human mutate-cyborg |
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MODOK (; also written as M.O.D.O.K.; an acronym for Mental/Mobile/Mechanized Organism Designed Only for Killing) is a fictional character appearing in American comic books published by Marvel Comics. Created by Stan Lee and Jack Kirby, the character first appeared in Tales of Suspense #93 (September 1967).[2] The first MODOK is George Tarleton, a former employee of Advanced Idea Mechanics (A.I.M.), an arms-dealing organization specializing in futuristic weaponry, who undergoes substantial mutagenic medical experimentation originally designed to increase his intelligence. While successful, the experiments result in him developing a freakishly overdeveloped head and a stunted body, causing the character's signature look and use of a hoverchair for mobility. After the experiments, he kills his creators and takes control of A.I.M. Following Tarleton being changed back to normal, a new independent being created afterward dubs himself MODOK Superior, becoming the enemy of Gwenpool.
Debuting in the Silver Age of Comic Books, MODOK has appeared in over four decades of Marvel continuity, and starred in the miniseries Super-Villain Team-Up: MODOK's 11 #1–5 (Sept.–Dec. 2008), the self-titled one-shot M.O.D.O.K.: Reign Delay #1 (Nov. 2009) and the miniseries M.O.D.O.K.: Head Games #1–4 (Dec. 2020–April 2021), the last of which was released as a promotion for the eponymous animated series M.O.D.O.K. (2021), in which MODOK (and his younger alternate self, the Anomaly) was voiced by Patton Oswalt.
A different depiction of the character made his live-action debut in the Marvel Cinematic Universe film (2023), portrayed by Corey Stoll as Darren Cross.
MODOK first appeared in Tales of Suspense #93–94 (Sept.–Oct. 1967), and became a recurring foe for the superhero Captain America, where he was created by Stan Lee and Jack Kirby.[3] Writer Mike Conroy stated "Inevitably, he (MODOK) returned to plague Captain America, whose physical perfection he so resented."[4] MODOK reappeared in Captain America #112 (April 1969), 120 (Dec. 1969) and 133 (Jan. 1971). The character also featured in a storyline in Sub-Mariner #49 (May 1972), before becoming the major villain in an extended storyline in The Incredible Hulk (vol. 2) #167–170 (Sept.–Dec. 1973). MODOK also participated in "The War of the Super-Villains" storyline in Iron Man #74–75 (May–June 1975). MODOK had a series of encounters with the superheroine Ms. Marvel in Ms. Marvel #5 (May 1977), 7 (July 1977) and 9–10 (Sept.–Oct. 1977). Constant battles against the Marvel heroes followed, including Iron Man Annual #4 (Dec. 1977); Marvel Team-Up #104 (April 1981) and Marvel Two-in-One #81–82 (Nov.–Dec. 1981). Following a failed bid to use fellow Hulk foe the Abomination to achieve his ends in The Incredible Hulk (vol. 2) #287–290 (Sept.–Dec. 1983), MODOK is assassinated by the Serpent Society in Captain America #313 (Jan. 1986). The character's body makes a ghoulish return in Iron Man #205 (April 1986).
During the Taking A.I.M. storyline in Avengers #386–387 (May–June 1995), Captain America #440 (June 1995), The Avengers #388 (July 1995) and Captain America #441 (July 1995), MODOK is resurrected. More typical attempts to better the character's situation followed in Iron Man/Captain America Annual 1998; The Defenders (vol. 2) #9–10 (Nov.–Dec. 2001); Wolverine (vol. 2) #142–143 (Sept.– Oct. 1999); Captain America and the Falcon #9 (Jan. 2005) and Cable & Deadpool #11 (March 2005). The character then made three humorous appearances, in Wha...Huh? #1 (Sept. 2005); Marvel Holiday Special 2006 (Jan. 2007) and GLA-Xmas Special #1 (Feb. 2006). After appearing briefly in the mutant titles X-Men #200 (Aug. 2007) and The Uncanny X-Men #488 (Sept. 2007), MODOK was featured in Ms. Marvel (vol. 2) #14–17 (June–Sept. 2007) and appeared in two miniseries: Marvel 1985 #1–6 (July–Dec. 2008) and Super-Villain Team-Up: MODOK's 11 #1–5 (Aug.–Dec. 2008). MODOK also featured in The Incredible Hulk (vol. 2) #600 (Sept. 2009); Astonishing Tales (vol. 2) #2 (May 2009) and the one-shot issue M.O.D.O.K.: Reign Delay #1 (Nov. 2009).
MODOK later gained a counterpart and successor in MODOK Superior, who first appeared in Hulk (vol. 2) #29 and was created by Jeff Parker and Gabriel Hardman, who is depicted as the archenemy of Gwendolyn "Gwen" Poole in The Unbelievable Gwenpool #1–25 (June 2016–April 2018), West Coast Avengers (vol. 3) #4 (Feb. 2019), and M.O.D.O.K.: Head Games #1–4 (Dec. 2020–March 2021).
George Tarleton was a technician for the criminal organization Advanced Idea Mechanics (A.I.M.), founded by his father Alvin.[5] He was born in Bangor, Maine. Having recently created the Cosmic Cube, the A.I.M. scientists used advanced mutagenics to alter Tarleton and created the super-intelligent man-mind originally named MODOC (an acronym for "Mental Organism Designed Only for Computing") to study and improve upon the object, alongside the JOD1E program. MODOC, however, becomes ambitious, kills his creators and takes control of A.I.M. Renaming himself MODOK (an acronym for "Mental Organism Designed Only for Killing"), he comes into conflict with the hero Captain America, who is intent on rescuing S.H.I.E.L.D. agent Sharon Carter from A.I.M.[6] [7] MODOK becomes a recurring foe for Captain America, battling the hero on three more occasions, with the third and last encounter revealing the villain's origin.[8] MODOK also battles Namor the Sub-Mariner and Doctor Doom, the latter intent on claiming the Cosmic Cube for himself.[9] MODOK reappears and abducts Betty Ross, changing her into the Harpy with gamma radiation at a higher level than that which turned Dr. Robert Bruce Banner into the Hulk in a bid to destroy the monster. MODOK then follows the Hulk and the Harpy to a floating aerie, where Banner cures Ross of her condition. MODOK and a team of A.I.M. agents arrive in time to kill the creature known as the Bi-Beast, the guardian of the aerie, but not before activating a self-destruct mechanism, forcing everyone on board to flee.[10] MODOK also accepts the offer of the extra-dimensional mystic the Black Lama to participate in the latter's War of the Super-Villains, but fails to gain the prize – a golden globe that is supposed to give the winner of the war ultimate power – after being defeated by Iron Man.[11]
A.I.M. becomes dissatisfied with the lack of scientific advancement under MODOK's leadership and MODOK's obsession with seeking revenge against metahumans, finally deposing him from power as a result. MODOK attempts to regain control of the organization and prove his worth by unleashing a nerve agent on New York City, which is prevented by Ms. Marvel and the Vision.[12] MODOK next seeks revenge against Ms. Marvel, first attempting to mentally control the heroine[13] and then hiring the Shi'ar assassin Deathbird to kill her;[14] Ms. Marvel overcomes both of these obstacles and defeats both Deathbird and MODOK.[15] MODOK's ambitions grow and he seeks world domination, but is thwarted by Iron Man and the superhero team the Champions.[16] After an attempt to plunder the resources of the Savage Land and a battle with Ka-Zar and the Hulk,[17] the character develops a new biological agent called Virus X. MODOK's attempts to test the agent on the homeless is prevented by the Thing, the Sub-Mariner and Captain America, although the villain escapes and the Thing almost dies when he is exposed to the virus.[18]
Abandoned by A.I.M. for these failures, the character resurrects long-time Hulk foe the Abomination from the dead, planning to use the monster against his former organization. The plan fails when the Abomination is revealed to be mentally unstable to the point of sheer cowardice whenever he even hears the Hulk's name mentioned, although during the course of the storyline MODOK transforms Dr. Katherine "Kate" Waynesboro (an associate of Bruce Banner) into Ms. MODOK, a female counterpart (the first) of himself. Horrified by MODOK's callous disregard for life, Waynesboro demands to be returned to human form and MODOK willingly complies.[19] Wishing to disassociate themselves from MODOK for good, A.I.M. hires the Serpent Society to assassinate the villain. They succeed, with Death Adder striking the killing blow.[20] The Serpent Society returns MODOK's corpse to A.I.M., with the organization using it as a supercomputer. A rogue A.I.M. agent remotely operates MODOK's corpse in a bid to destroy Iron Man, with the battle ending with the corpse's destruction.[21] Although MODOK had died, A.I.M. temporarily replaced him with his more loyal, and in some ways more effective, second female counterpart MODAM.[22]
During the Taking A.I.M. storyline, MODOK is resurrected solely because A.I.M. needs him to assist in the creation of another Cosmic Cube. In one of the attempts to create the Cube, MODAM is killed (or at least disappears). Eventually it is revealed that MODOK has actually been stranded in an alternate dimension, but manages to return to Earth with the unintended help of the supervillain team the Headmen.[23] After attempting to steal a device that boosts mental power,[24] MODOK agrees to aid the Headmen in their plans of conquest, but after taking control of A.I.M. once again he reneges on the agreement to avoid an encounter with the superhero non-team the Defenders.[25] MODOK next clashes with the Canadian superhero team Alpha Flight[26] before being captured by a group composed of U.S. Naval Intelligence and a drug cartel. MODOK is then lobotomized and employed to infiltrate spy satellites and manipulate the stock market, but he recovers from the lobotomy and exploits the situation to his own benefit until he is captured and taken into custody by S.H.I.E.L.D.[27]
In GLX-Mas Special #1, MODOK and A.I.M. fought Dum Dum Dugan and his S.H.I.E.L.D. squad, but were defeated by Squirrel Girl and her squirrel sidekick Tippy-Toe.[28] MODOK then seeks a sample of the cybernetic species the Phalanx,[29] and after brief encounters with the mutant superhero team the X-Men,[30] battles Ms. Marvel once again, with the heroine this time aided by fellow Avenger Wonder Man during an elaborate scheme by renegade A.I.M. branches to kill MODOK, with one of the rogue A.I.M. agents being MODOK's long-lost son, who seeks revenge for his abandonment.[31] Employing an elaborate scheme and double-cross involving several supervillains, MODOK restores his personal wealth and power and re-establishes himself as the leader of A.I.M. once again.[32] [33] MODOK was then seen in Puerto Rico attempting to create an army of genetically enhanced monkeys called A.I.Monkeys to eliminate the recession in A.I.M., until he was defeated by Mister Fantastic, the Invisible Woman and the rookie Puerto Rican superhero known as El Vejigante.[34] It is revealed that MODOK was involved in the creation of both the Red Hulk and the Red She-Hulk and is a member of the Intelligencia, a secret organization of genius-level supervillains.[35]
During the Fall of the Hulks storyline, it is revealed that MODOK is a member of the Intelligencia, a secret organization of genius-level supervillains who had a part in the creation of both the Red Hulk and the Red She-Hulk.[36] They captured some of the smartest men in the world and brought about the events that would lead up to the World War Hulks storyline. When several heroes are subjected by the Intelligencia to the Cathexis ray, which can transfer radiant energy from one subject to another, Amadeus Cho is affected as well. Unlike the others, who become "Hulked-Out Heroes", his mind expands and becomes so powerful that he gains the ability to warp reality within a 10-foot radius. Using this power, he reverses the process that created MODOK, turning him back into George Tarleton, who knows no better than to get away as quickly as possible.[37] George Tarleton was taken into custody by the U.S. military and remains confined, where Bruce Banner occasionally calls on him to help defuse the "doomsday plans" that MODOK installed in the possibility that his master plan should fail. However, Tarleton appears to remember next to nothing of his former life as MODOK and, in fact, seems to be either traumatized or just a normal man again.[38]
Unknown to everyone, the doomsday plans left behind by MODOK actually serve as a distraction. The plans themselves are coordinated by a "cluster" of brains, cloned from MODOK's own, who act as one non-sentient supercomputer. This cluster is destroyed by the Red Hulk and the doomsday plans are stopped. However, one of the cloned brains, rather than being utilized as an organic computer, is allowed to develop naturally and then uploaded with MODOK's mind. This new MODOK (who has the same physical appearance, genius-level intelligence and psionic powers as the original MODOK, but apparently none of his weaknesses) calls himself MODOK Superior and prepares to make his own mark on the world independent of his predecessor.[39] Cooperating with the Intelligencia once again, MODOK Superior and the Intelligencia attempt to study the body of a Spaceknight, which had crashed on Earth for unknown reasons. When the Avengers attempt to stop them, the body is revealed to be the latest vessel for the consciousness of Ultron. In the battle with the Avengers, MODOK Superior takes on Thor, claiming he has the power of a god – and being immediately struck down as a result.[40]
During the "Fear Itself" storyline, MODOK Superior reviews the attacks by Skadi and tells his followers that she is actually the Red Skull's daughter Sin, who has tapped into the powers of the Asgardians. He then views from his surveillance that the Red Hulk is fighting the Thing (in the form of Angrir: Breaker of Souls). When he learns that Zero/One and the Black Fog are also after the Red Hulk, MODOK Superior plans to get to the Red Hulk first.[41] MODOK Superior prevents the Black Fog from killing the Red Hulk. MODOK Superior becomes intangible to keep himself from getting attacked by Angrir (who shoots down Zero/One's Helicarrier). MODOK Superior has his encounter with Zero/One and both of them declare a truce to help fight the soldiers of the Serpent. During that time, MODOK Superior starts to develop a crush on Zero/One.[42] In the prologue to the Avengers vs. X-Men storyline, MODOK Superior targets an ex-A.I.M. scientist named Dr. Udaku who was being escorted to the Pentagon by Wakandan forces. Before MODOK Superior could kill Dr. Udaku, the Scarlet Witch arrives and fights MODOK Superior, while smaller MODOK pawns surround the Scarlet Witch. In the nick of time, Ms. Marvel and Spider-Woman arrive and help to defeat MODOK Superior and A.I.M.[43] MODOK Superior and some rogue A.I.M. agents joined up with S.H.I.E.L.D. to make a deal to take down Andrew Forson (the then-current leader of A.I.M.).[44]
After a brief retirement, MODOK Superior returned and organized a group of assassins called the Agents of MODOK (Mercenary Organization Dedicated Only to Killing) where they killed evil people. However, he made the mistake of recruiting Gwen Poole when she killed his top assassin and took credit for his kills.[45] When he found out that she was not a superhuman and had no special training, he attempted to eliminate her, but she turned on him and sent him into outer space with an injured eye and damaged equipment.[46] She then took over his organization for a brief time, but when her plans defeated a group of alien arms dealers and did not get them any money (having turned the client, an old Doombot who escaped from a fight in the past with Squirrel Girl, against them) the organization was disbanded and everyone went their separate ways.[47] After reuniting, the organization faces off against MODOK Superior when he returns from outer space, who decides to flee rather than fight them.[48]
MODOK Superior and a group of A.I.M. members attacked a HYDRA airship to capture Shiklah, who was in its custody. Deadpool saved her and stole MODOK Superior's Doomsday Chair.[49] MODOK Superior was taken to the hospital, where he vowed vengeance on Deadpool for stealing his Doomsday Chair.[50] During the "Secret Empire" storyline, MODOK Superior appears as a member of the Army of Evil and took part in the attack on Manhattan in retaliation for what happened at Pleasant Hill during the "" storyline.[51] MODOK Superior resurfaced in a new form during a confrontation with the newest incarnation of the West Coast Avengers (of which Gwen Poole is now a member), appearing as an attractive, long-haired man, calling himself BRODOK (Bio-Robotic Organism Designed Overwhelmingly for Kissing) and insisting that he was now reformed.[52] The team eventually exposed his scheme to turn various citizens of Los Angeles into giant mindless monsters[53] and defeated him, reverting him back to the traditional appearance that George Tarleton once had.[54]
During the "Iron Man 2020" story arc, the War Machine was about to be experimented on by some Deathloks on Lingares when he is saved by someone. When the War Machine catches up to the rest of Force Works and gives them their equipment, they discover that his rescuer is MODOK Superior. He states that he wants to add his brainpower to Force Works as its newest member.[55] It turns out that MODOK Superior was the one behind the Deathloks of Lingares and manipulated Force Works into taking out Ultimo's head so that he can take control of it and ultimately become Ulti-MODOK. After the bearded Deathlok was beheaded by the U.S. Agent, the War Machine temporarily turned into a Deathlok to control the remaining Deathloks into fighting Ulti-MODOK. When Quake briefly opened a lava-filled chasm, Ulti-MODOK fell into it, with the Deathloks following him down into it as well.[56]
In the four-issue miniseries M.O.D.O.K.: Head Games, MODOK Superior begins to have vivid hallucinations of a family life with a human wife and son, named Jodie and Lou, and a similarly robot daughter named Melissa. Believing that he is malfunctioning, and his life threatened by Monica Rappaccini and the rest of A.I.M., MODOK Superior sets out to "fix" himself. After being briefly killed and resurrected by Gwen Poole, his search for answers leads him to his childhood home, where he is reunited with his father and A.I.M.'s true founder, Alvin Tarleton. Alvin reveals to MODOK Superior that he forced his son George to undergo the process of becoming the original MODOK against his will as, contrary to his origin, George was a rather inept employee at A.I.M. His wife Jodie was a manifestation of a program called JOD1E that was meant to sequester him. Now empowered with the knowledge of his true upbringing, MODOK Superior traps his father's consciousness inside his phone and uses the bodies of leftover Super-Adaptoids to create solidified and weaponized versions of his imaginary family.[57]
Formerly, George Tarleton was subjected to a mutagenic process that granted him hyper-intelligence, thus sacrificing his body in exchange for the world's most humungous brain.[58] He possesses highly enhanced intuition, pattern solving, information storage/retrieval, and logical/philosophical structuring. MODOK's unique ability to predict probable outcomes of tactical and strategic scenarios is so extraordinary that it bordered on precognition. His hunches are heightened to the degree they were almost always correct. He can recall every moment with his perfect memory. However, his creativity remains at an average human level.
Courtesy of A.I.M. technology, MODOK wore a headband on his forehead that enables him to focus his mental power into devastating energy beams variously known as "Brain-Beams"[13] or "Mind-Beams".[59] He has vast psionic abilities, plus allowing him to contact others through telepathy, mentally control individuals or large groups, and generate force fields strong enough to withstand minor nuclear explosions. A side effect of this mutation was also the enormous growth of Tarleton's head to the extent that his own body can no longer support its weight without assistance. Now, he relies on an exoskeleton and a hoverchair called the Doomsday Chair for support, as well as movement. The Doomsday Chair is also equipped with destructive weapons, including missiles and lasers. Twice in his career, MODOK employed a large mechanical android body specially made so he could fit inside its head for greater mobility.[60]
His organs also wore out quickly, necessitating the use of harvested clones which are utilized to sustain his life.[61] As the leader of A.I.M., MODOK has advanced technology, vast resources, and a personal army at his disposal.
MODOK's successor, MODOK Superior, also has the same appearance, intellect, and powers as Tarleton does, but apparently none of his weaknesses.
A version called MODOC (Mental Organism Designed Only for Conquest) appears in the title , briefly turning the Avengers into (superior) versions of itself before being defeated.[65]
Over the course of her two comic book series, Carol Danvers (Ms. Marvel) had several interactions with both A.I.M. and MODOK; among others, she was both saved from being disincorporated by 24 embryonic MODOCs who had been outfitted with reality-altering powers when working in unison and separated into two separate entities to fulfill her fondest wish.[66] Also, reference was made by A.I.M. personnel to many actual MODOCs who, apparently, really did function in the way that MODOK was originally supposed to have done (namely, as docile organic supercomputers).[67]
MODOT (Mobile Organism Designed Only for Talking), formerly Nobel Prize hopeful Dimitri Smirkov, appears in the third Howard the Duck miniseries and, unlike his predecessor MODOK, can walk without the aid of a hoverchair. He had no designs of world conquest, but instead was only interested in making money; this may be because the branch of A.I.M. that created him did so specifically so he could talk the head office into increasing their budget. He ended up practically ruling the airwaves, influencing millions of viewers through 100 android hosts, anchormen and reporters, all controlled directly by him.[68]
Iron Man has an encounter with MODOG (Mobile Organism Designed Only for Genocide) in The Invincible Iron Man (vol. 2) #2. Iron Man dispatches him with ease, dumping him into outer space.[69]
The miniseries U.S. War Machine, published under the mature-audience MAX imprint, showcases another version of MODOK salvaged by S.H.I.E.L.D. when it is discarded by A.I.M., apparently a victim of racial prejudice.[70]
The Ultimate Marvel version of the character features in the title Ultimate Vision, experimenting with a Gah Lak Tus probe on an A.I.M. space station. Although he starts the story as the amoral cyborg genius George Tarleton, after he is infected by the Gah Lak Tus probe, he is eventually reduced to a disembodied head.[71] Another version of MODOK appeared in Ultimate Armor Wars #2, when Doctor Faustus revealed that he, too, was a cyborg and harbored a tiny MODOK inside his hollow head.[72]
At least four versions of MODOK, apparently based around Elvis Presley, were created by the Beyond Corporation to defend their secret weapons factory, State 51. They were defeated by the Nextwave Squad. Their principal mode of attack seemed to involve shooting cheeseburgers at their target.[73] The following issue revealed that the Beyond Corporation was being run by a disguised infant MODOK Junior, apparently conceived by a MODOK and a MODAM. This MODOK escapes the Nextwave Squad, but it is subsequently killed by its master, Devil Dinosaur.[74]
A version of the character features in Iron Lantern #1, a one-shot issue (one of 24) that is part of the Amalgam Comics imprint, which is itself part of the four-issue miniseries DC vs. Marvel. MODOK is crossed with the DC Comics character Hector Hammond to form H.E.C.T.O.R. (Highly Evolved Creature Totally Oriented for Revenge), who is the leader of the Weaponers of A.I.M. (a cross between DC's the Weaponers of Qward and Marvel's A.I.M.)[75]
A Marvel Zombies MODOK is seen being eaten by zombified versions of the She-Hulk and Hawkeye. Later, it is discovered that this universe's Ash Williams had watched this MODOK being devoured.[76]
An alternate version of MODOK appeared in Earth X. In recent history, MODOK, like every other telepath on the planet, was killed when the Red Skull's powers first manifested. MODOK's Doomsday Chair, ironically, was later recovered by the Skull's army and the Skull used it as his personal throne.[77]
In the pages of Avengers of the Wastelands, which takes place on Earth-21923 and serves as a sequel to Old Man Logan, MODOK is among the villains that attack Danielle Cage's group in Osborn County. He was killed by Viv Vision.[78]
A Dazzler-centered story, "Disco Highway", in issue #4 of the miniseries X-Men: Serve and Protect, released in February 2011, features a character named MODORD (Mental Organism Designed Only for Roller Derby).[79]
During the Secret Wars storyline, the Battleworld domain of Killville is based on a reality where MODOK killed every known superhero, which resulted in its citizens being in constant danger from every supervillain and murderer in Killville.[80]
In the pages of Spider-Gwen, which takes place on Earth-65, Captain America fights against MODAAK (Mental Organism Designed As America's King).[81] The author based this character on the then-U.S. Presidential candidate Donald Trump.[82]
. Jeff Rovin . . Facts on File . 1987 . New York . 0-8160-1356-X . 228–229. https://archive.org/details/encyclopediaofsu0000rovi_h5r9/page/228/mode/2up
Multiple original incarnations of MODOK appear or were considered to appear in media set in the Marvel Cinematic Universe (MCU):
| Super-Villain Team-Up: MODOK's 11 | Super-Villain Team-Up: MODOK's 11 #1–5 | February 20, 2008 | ||
| M.O.D.O.K.: Assassin | M.O.D.O.K.: Assassin #1–5 | January 7, 2016 | ||
| M.O.D.O.K.: Head Trips | Captain America #133; Incredible Hulk #287–290; Iron Man Annual #4; Super-Villain Team-Up: MODOK's 11 #1–5; Fantastic Four in...Ataque del M.O.D.O.K.! #1; Marvel Adventures: The Avengers #9; M.O.D.O.K.: Assassin #1–5; material from Tales of Suspense #93–94 | December 10, 2019 | ||
| M.O.D.O.K.: Head Games | M.O.D.O.K.: Head Games #1–4; M.O.D.O.K.: Reign Delay #1; Fall of the Hulks: M.O.D.O.K. #1 | May 20, 2021 |