MODOK

* MODOK
* Mutation stage 2
* Mutation stage 1
* Human

> "Don't call me that. George failed. MODOK won't."
>
> MODOK to Captain America

**M.O.D.O.K. (Dr. George Tarleton)** is a character in the universe of *Marvel's Avengers*. He serves as the main antagonist of the Reassemble campaign, and The Winter Soldier hero event-related operations.

## Codex Entry

Once Dr. George Tarleton, he is now the Mental Organism Designed Only for Killing.

MODOK believes in science above all else and seeks to replace super-powered individuals with machines that he alone can control. In his twisted world view, he must destroy Inhumans and Avengers alike to save humanity.

## Early Life

George Tarleton grew up on a farm on an unspecified rural area. When he was a child, he discovered an abandoned wolf cub in the forests behind the area. Against his father's advice, George adopted it, believing that he could tame it. However, after several months, the adolescent wolf contracted rabies and attacked George, killing the family's dog Darwin and forcing his father to shoot it. After the incident, Tarleton came to believe that creatures only acted on nature and couldn't be tamed.

### *Road to A-Day*

#### Founding AIM

Whilst investigating the San Francisco bay area, George discovered a material he called Terrigen. Along with Dr. Monica Rappaccini, he founded the company Advanced Idea Mechanics and experimented with the substance, discovering that it could be used as a power source. Bringing their findings to Avengers member and a former classmate of Rappaccini Dr. Bruce Banner / the Hulk, they were able to gather funding required for their experiments. Tarleton and Rappaccini were able to set up a lab within the San Francisco area and employed their own staff, including Emil Blonsky as their Chief of Security. However, they also worked for Stark Industries and SHIELD. Unknown to all, George bared a resentment towards the Avengers, believing they represented uncontrollable power and taking the limelight from people like him.

#### Events of *MA: Hulk*

Having made predictive models on the magnifying energy on the molecular level, Tarleton asked Bruce Banner to take a quick look at his latest calculations and test them. Due to a recent experiment to control the Hulk, Banner was not in the mood and politely declined. Angered and believing he was too focused on his romantic relationship with Rappaccini, Tarleton decided to run the experiment himself. Setting up in the laboratory, Tarleton ran the first two phases of the magnification process. However, something went wrong, causing energy out of the machine. The blast knocked Tarleton unconscious, but also turned two nearby guards into a huge electrical monster.

After the Hulk defeated the creature in battle, Tarleton was taken for medical aid at a nearby hospital. After receiving treatment, he approached Tony Stark after he met with Banner, refusing to comment on the relationship between the creature and his experiment. Considering the events "a terrible setback", he convinced Stark to fund his search safer forms of energy
generation, sharing some of his models with the billionaire.

### Events of *Marvel's Avengers*

#### A-Day

Along with Banner and Monica Rappaccini, George worked on a Terrigen reactor for the Avengers' personal helicarrier, the Chimera. During the Avengers Day event, he was scheduled to reveal and talk about the device as part of the main event. Before this, George and Monica met in secret to discuss Stark's involvement and concerns that he would steal the credit for simply funding it. After being reassured by her, the two were discovered by Banner, who accompanied them to the stage. During his speech, Tarleton was interrupted midway through it by the arrival of Iron Man.

When the Chimera was attacked by Taskmaster's mercenaries, Tarleton was onboard and monitoring the Terrigen reactor. Due to its proximity to something in the bay, the device overloaded and caused readings that only marveled Tarleton. When Captain America arrived to help, Tarleton was told to leave immediately, seal the reactor room and make his way to the command deck. Doing as he was told, Tarleton watched as Rogers destroyed the reactor, though pleaded with him not to do so. As the Chimera crashed, he was able to get to the command deck and barely survive the crash. There, he was discovered by Rappaccini.

#### After A-Day

According to all accounts he gave, Tarleton was on the command deck during the entire time, though remained quiet about his proximity to the reactor. He was also able to avoid much of the A-Day blame, despite being the one who developed the Terrigen reactor.

Having been exposed to the Terrigen mists produced by the reactor, Tarleton went through terrigenesis, though fell into a coma for six months after the process. Revived by Monica using a regenerative serum she had developed, the result of both factors gave him technokinesis: the ability to control machines and various forms of technology. It also gradually enlarged his cranium, eventually rendering his body unable to support his weight and forcing himself to use holograms to hide his transformation. The events of A-Day and Tarleton's Inhuman status demoralized him to heroes like the Avengers. As a result, George vowed to create a world without powers or so-called heroes to protect others.

After Stark Industries and SHIELD were dismantled by the US government and Justin Hammer, Tarleton and Rappaccini bought the remaining assets and used them to bolster AIM's size, turning their company from a small branch into a global conglomerate. Using their resources, they vowed to make a world that was protected by science, rather than heroes, and to find a cure for the "Inhuman disease." Tarleton oversaw many projects for both these purposes, including Dark Terrigen and the Adaptoid programs, and the transformation of Blonsky into the Abomination. Tarleton's decisions and focus on Inhuman experimentation gained both support and outrage, leading to the formation of the Resistance. To support their cause, Tarleton used AIM's resources to push propaganda that Inhumans were dangerous, including commissioning damning reports and influencing a contact within the US Congress.

#### Reassemble

When Kamala Khan accessed their servers using Stark's login details, Tarleton used his powers to brick her computer before she could gather any incriminating data. This forced her to disconnect her computer, though she managed to download an encrypted video of him and Cap in the Reactor Room. Tarleton travelled to Jersey City to locate her. At some point during the excursion, George saw Captain America's statue and learned that mourners were still visiting out of respect, disgusting him.

When Monica captured Kamala, George revealed both his Inhuman status and technokinetic abilities to her when she awakened. As Rappaccini proceeded to question her on her actions, he simply offered to help treat her powers and find a cure for her polymorphic abilities. When Kamala indirectly confronted him on his whereabouts on A-Day, Tarleton simply repeated his prior comments and indirectly denied causing Captain America's apparent death. When Kamala used her abilities to escape, Tarleton allowed Monica to call for her arrest, though they were ultimately unsuccessful in recapturing her.

After the incident, George oversaw Monica's experiments with other Inhumans, notably Jessica Yi. With them, they planned to use them in their forces and control their During the briefing, he commented on his observations, though was promised to hide his feelings to avoid negative publicity. Monica also gave Tarleton another dose of her formula, promising that it would bring him closer to ending treatment. Far more potent than previous ones, it enhanced his abilities, a feat that made him feel "incredible".

Tarleton later oversaw Khan and Hulk attack the Olympia Archive. During it, he contacted the latter across the facility's speakers, hoping to talk to Banner and that he could stop his alter-ego's destruction. During it, he tried to rationalize that the laboratories were undoing the Avengers' mistakes and that the equipment was important for this. After failing to get Hulk to stop the rampage, Tarleton activated the labs' self destruction sequences and authorized Abomination to engage them. However, he forbade the use of lethal force.

After the incident at the Olympia Archive, Tarleton mutation began to develop, causing his head to increase in size and his hairline to recede. In addition, he transferred himself into a robotic harness with mechanical appendages to support his increasing weight. After learning that Khan and Banner had located Stark at his family's Golden Acres estate, Tarleton authorized an attack on the estate, using his developed abilities to take part himself. During the attack, he tried to convince them to stand down and hand over Khan, though the group refused and defeated his forces. Eventually, Hulk destroyed the Warship George was controlling, causing him severe pain that forced him to give up the fight.

As Monica checked on him, Blonsky entered the room and confronted him on making him hold back during his encounter with Hulk and Khan. In response, Tarleton told him about the incident with the wolf cub, using it as a metaphor for his views on superpowers. When Blonsky refused to listen, Tarleton grabbed him with one of the appendages and began to strangle him. However, when Monica objected for needing him, George stopped, apologized and told him to leave.

Following the Golden Acres encounter, Tarleton and Monica refined his new support system with a hover engine, allowing him more mobility and the ability to fly. After Kamala Khan was captured trying to break into the Black Mesa prison facility, they restrained her for experimentation. During it, one of their contacts on the US Senate informed them of skepticism building up due to reports about AIM's kidnappings and reports of experimentation. Falsely promising him that they would find a cure, Tarleton privately allowed Monica to abandon the Inhuman cure project and instead focus on the Adaptoids. He presumably left Black Mesa before Black Widow's attack, which freed the inmates and captured Rappaccini.

After learning that the Avengers were reassembling, Tarleton authorized AIM to unveil the Adaptoids to the public at the AIM experience. However, he decided that it would rebuild trust in AIM if they framed the heroes for a terrorist incident and "stopped them", thus authorized an attack on the rebuilt Chimera. Sending AIM's forces and Quad Mechs to do so, Tarleton used his abilities to communicate with the Avengers, mocking them. He also took control of JARVIS's systems, though was forced out by Kamala. In addition, Thor returned from exile to help the Avengers, destroying the Quad Mechs and stopping the Chimera from crashing into Manhattan. Despite these failures, Tarleton was able to rescue Rappaccini from the cells and framed the Avengers for what seemed to be another tragedy.

After the incident, Tarleton's mutation progressed to the point where his head was larger than his entire body. After the destruction of the Ambrosia satellite, he learned that not only had Captain America survived, but that Monica's regenerative formula was actually derived from Roger's DNA and was behind much of his mutation. Driven insane by the revelation, Tarleton confronted what he believed to be Rappaccini and injected her with a lethal dose of the serum. Seeing himself as a Mental Organism Designed Only for Killing, he abandoned his name and took on the moniker MODOK. Seeing that his former self had failed to stop the spread of superpowers, MODOK vowed to kill every last one of them on Earth, even if it ended with himself.

#### By Force of Mind

Retreating to the San Francisco quarantine zone, MODOK began excavating the area where the Chimera had crash, hoping to find the source of the Terrigen. There, he and his forces discovered a Kree Sentry hidden within the bay and additional technology that enhanced his abilities. Using them, he decided get rid of the Inhumans by using AIM's Dark Terrigen project and concocted a plan to spread the compound with the facility's Warships. Modifying the sentry into a transmitter, MODOK used his powers to control them and set up a false transmission tower as a distraction.

Sending one of the Warships to the Manhattan outskirts as a test the plan, he inadvertently alerted the Avengers to his plans when they destroyed it. This caused him to accelerate the plans and send the entire battalion across the world to ensure its success. When Avengers arrived, MODOK sent his forces to fight them, though specifically targeted Captain America. After Rogers and the Hulk arrived in one of the monitoring stations, he contacted them, revealing the extent of his mutation and intentions to the group. After the Avengers destroyed the transmitter tower, they quickly realized MODOK's ruse and travelled to the excavation site.

As the Avengers gathered, MODOK appeared before them. Facing the team, Iron Man first destroyed his engines to ground him whilst Captain America destroyed his personal Terrigen power source. Conjuring a forcefield to protect himself, MODOK was caught off guard when Thor channeled the Bifrost to break it. Unable to take them all on alone, he summoned the Kree Sentry to engage the group, splintering the group into three factions. Engaging Rogers and Black Widow, MODOK lost his power enhancing technology when the latter destroyed his headbrace.

In a last ditch effort, MODOK transferred himself inside the Kree Sentry's head, allowing him to control it directly. With it, he was able to incapacitate Hulk, forcing Kamala to engage him directly. Arguing that he would do good by destroying all powers, MODOK used the sentry to try and crush them. However, Khan used her abilities to embiggen herself to the Sentry's size and engaged it, impaling the machine onto one of the Golden Gate Bridge spires. With the head now opened from the pummeling, MODOK lost grip and fell into the bay.

MODOK was believed to either be dead or missing after the battle. In reality, he survived, though went into hiding whilst he recovered from the battle with the Avengers. With his plot stopped, MODOK's actions drew mass criticism towards AIM, leading the board of directors to officially remove him from the company. After his disappearance, Monica, who had survived his murder attempt via cloning, took over the company as its Scientist Supreme, vowing to use the resources of AIM to focus more on science than Inhuman control.

#### No Rest for the Wicked

Upon discovering Monica's survival through using an ability of the late-Jessica Yi and cloned him as she did with cloning other villains like Abomination and Taskmaster, MODOK's vengeance towards her presumably reignited. As the Avengers arrive to foil Monica's plan on creating her own MODOK, the real MODOK waits in the shadow until she is finally desperate. Once she is defeated in her Exosuit, MODOK resurfaced from the shadows as he immediately disables her suit's device and teleported themselves away before the Avengers can do anything. As the heroes return to their base, they wonder about MODOK's current situation while vowing to bring him and Monica to justice.

#### AIM's Cloning Lab

As MODOK finally learned that Kree are coming to invade Earth soon, Monica escaped his wrath once again. Excepting Avengers will find him soon, MODOK learned Monica also abducted Bucky like she did to Steve, while training his power to fight Avengers to death. Presumably dying after being defeated by Avengers once again, MODOK deduced that they are destined to fail to save Earth, referring to what happened in Kree Timeline, and using his remaining will to reveal them Bucky's whereabout.

## Personality

As Tarleton, he was a humble, jovial, serious, polite, calm, collected, charismatic scientist. But following A-Day and his gradual mutation, he turned into a merciless, delusional, egotistical, sadistic, wrathful, arrogant, obsessive Inhuman who wants to purge the Earth of superpowers out of paranoia and his own insecurities.

## Relationships

† denotes deceased characters
MIA denotes "Missing In Action" / current fate unknown

### Family

* Unnamed father
* Darwin - Pet dog †
* Unnamed wolf - Pet turned Attacker †

### Allies

* Tony Masters / Taskmaster - Former Employee

### Enemies

* The Avengers - Former Allies
	+ Steve Rogers / Captain America - Leader of Avengers
	+ Tony Stark / Iron Man
	+ Natasha Romanoff / Black Widow
	+ Bruce Banner / Hulk - Former Colleague
	+ Thor Odinson / Thor
	+ Kamala Khan / Ms. Marvel
	+ Kate Bishop
	+ Clint Barton / Hawkeye
	+ T'Challa / Black Panther
	+ Peter Parker / Spider-Man (PlayStation only)
	+ Mighty Thor / Jane Foster
* SHIELD - Former Employers
	+ Maria Hill - Sub-Director
	+ Nick Fury - Former Superior and Director (MIA)
* The Resistance - Victims
	+ Hank Pym - Group Leader and Former Colleague
* Advanced Idea Mechanics (AIM) - Former Subordinates and Allies
	+ Board of Directors - Former Superiors
	+ Monica Rappaccini - Former Colleague and Co-Founder turned Enemy and Attempted Victim
	+ Emil Blonsky / Abomination - Former Colleague and Implied Creation
* Kree

## Gallery

Tarleton in *MA: Hulk* #1With Monica on A-DayOn the Helicarrier"Somewhere safe"Tarleton displaying his technokinesisGeorge Tarleton attempting to convince Kamala Khan to join himGeorge choking AbominationMODOK in character announcement trailerMODOK in his final formMODOK's Codex Image
## Notes

* In Marvel Comics, Geroge Tarleton / MODOK debuted in *Tales of Suspense* #93 (September 1967). Originally a technician at A.I.M., he became MODOK through experimentation with the Cosmic Cubes. Rather than technokinesis, he possess a superhuman intellect, telepathy, Psionic powers and the ability to create forcefields, capable of withstanding even nuclear weapons. MODOK is a member of Captain America's central rogues gallery, though he has also regularly battled Iron Man, Hulk, Ms. Marvel and the Avengers.

## Also See

* Bosses
* Characters
* George Tarleton on the Marvel Comics Database
* MODOK on the Marvel Comics Database