M.O.D.O.K

M.O.D.O.K. - Art By: UncannyKnack

**George Tarleton** was a leading scientist of A.I.M. and the organic computer known as **MODOK** (Mental Organism Designed Only for Killing), who would become one of Iron Man's most dangerous nemesis. Tarleton attempted to bring an era of utopia by policing the world with Adaptoids controlled by his mind, but his efforts were foiled by the Avengers. His threat culminated in the Armor Wars, when he attempted to take over Iron Man, but he eventually died in an explosion after fighting Iron Man's Titanbuster while using the remnants Ultimo as his proxy.

## Biography

George Tarleton's early history mirrors that of his Earth-199999 counterpart. He was a founding member of Advanced Idea Mechanics (A.I.M.) alongside Aldrich Killian and Monica Rappaccini. While Killian focused on biological enhancement projects such as Extremis, Tarleton focused his efforts on technological advances. In 2010 he was recruited as a S.H.I.E.L.D. consultant into Project Pegasus to research the Tesseract and find a way to tap into its cosmic power, however the project was shut down in the wake of the Battle of New York. After Killian's death and acts of terrorism were exposed, Tarleton became the new CEO of AIM. His history diverges in the years following the *Norco* confrontation, when he worked to undo the damage done to the company by Killian. Monica helped him redirect the focus of A.I.M. away from Killian's reputation, and together they started a number of projects to put the organization back on track.

the most popular of which includes the invention of the Adaptoids. Rappaccini took up AIM's biological research division, while Tarleton carried on with his own projects.

In 2018, Tarleton was among the victims of Thanos' snap, leaving AIM to Monica's sole direction. The company mostly remained stale, unable to advance in middle of the global crisis, leading Monica to take questionable decisions. She began to conduct illegal transhuman experiments on inhuman, mutant, and enhanced subjects with the intent of achieving the key to mass-produced superpowers, ushering-in a fantastic utopia for Earth's future. The most infamous biproducts of these forays would be Living Laser and Ezekiel Stane, both of which had willingly submitted themselves to experiments that granted them superhuman capabilities. Monica also began sampling the superpowers she managed to extract, and implant them into synthetic organisms capable of inheriting them, which she dubbed Adaptoids.

Tarleton returned to life in the 2024 Blip, and proceeded to reacquaint with Monica. Though Tarleton was initially reluctant to proceed with the experiments that Monica had started, he eventually came to the conclusion that, after Thanos' snap and Scarlet Witch's creation of the Hex in Westview, superheroes as they were know had become unreliable, if not reckless, and the Sokovia Accords having tumbled as focus was shifted to the Global Repatriation Council, the government could do little to manage their potential danger. Tarleton and Monica envisioned a future in which superpowers were not necessary, that superpowered Adaptoids alone could protect the Earth from internal and external threats alike, if they could be managed by a singular intelligence. However, hoping not to repeat the Ultron disaster, Monica and Tarleton came to the conclusion that the mastermind behind the launch and control of the Adaptoids had to be human, and the two of them agreed that George was the ideal candidate. Seeking an answer to their issue, Monica debriefed Tarleton on how AIM came to be in possession of an aritificial Mind Stone colaterally created by SWORD once they attempted to reactivate Vision, and efforts were initiated to find a way to incorporate its power into Tarleton.

After undergoing an extremely aggressive metamorphosis, Tarleton became known as **MODOK**, standing for **Mental Organism Designed Only for Killing**.

## Powers and Abilities

### Powers

* **Psionic Powers**
	+ **Psionic Energy Blasts**
	+ **Psionic Energy Shields**
	+ **Technokinesis**
		- **Enhanced Intellect:** While linked to other machines, if MODOK is capable of making an advanced computing array, he can momentarily redirect their processing power to his own mind, enabling him to quickly calculate probabilities precisely enough to form almost perfect predictions of the future. His base IQ is also temporarly increased from this process, making him much more intelligent.

### Abilities

* **Genius-level intellect**
* **Engineer**

### Weaknesses

* **Chair Dependency:** MODOK's mutation makes it impossible for him to move without his chair. If MODOK were to stand on his own for more than a few minutes, his sheer weight wought shatter his spine, quickly leading to his death. Therefore, he has to stay in sitting position for the overwhelming majority of his time, which by itself has led him to develop a severe sedentarism.

* **Mental Strain:** If MODOK redirects all of his brainpower to control multiple units at the same time without resting, the machines' performance would be exceptional, however the mental strain could quickly exhaust him, leading him to temporary blackouts that somewhat resemble light eplilepsy.

## Equipment

* **Doomsday Chair:** MODOK's body is housed within a technologically advanced device which he refers to as his "Doomsday Chair". The Doomsday Chair, in addition to providing structural support or MODOK's frame, also magnifies his psionic capabilities to the Nth degree. The chair also has one six-missile launcher and two in-built appendices on each of its two sides, the latter of which can shift its tip into claws, saws, or ranged weapons. It also has a massive thruster beneath it and several smaller ones throughout its body that enable MODOK to levitate at moderate speeds. Though primarily a self-sufficient device, the Doomsday Chair can also be connected to a special energy cradle that provides it with an endless supply of power.

* **Ultimo:** A humanoid, giant-sized robot built by HYDRA using remnants of Ultron Sentries, which had been salvaged by AIM after it was quickly overpowered by the first iteration of the Avengers. It was big enough to hold Hulk in one hand, fired-off beams of energy from its fingertips and optics, and enabled flight by firing the same beams through its feet and adjacent thrusters. Not only was it upgraded by AIM to feature additional weaponry and reinforced armor, but MODOK's capacity to control it massively increases its potential for destruction, serving as the first major adversary for the newest iteration of post-Blip Avengers, and quickly dispatching them on their first standoff. By entering its head, MODOK could operate the robot with near-synaptic speeds.