MODOK
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. 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 split from MODOK, the new independent being dubs himself MODOK Superior, becoming the archenemy of Gwen Poole. 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 issue "MODOK: Reign Delay" #1 (Nov. 2009) and the limited series "MODOK: Head Games" (Dec. 2020–Apr. 2021), released as promotion for the self-titled animated series "M.O.D.O.K." (2021), in which MODOK is voiced by Patton Oswalt . Several incarnations of MODOK have appeared in the Marvel Cinematic Universe (MCU) media franchise: Anton Ivanov / The Superior, an arms dealer-turned series of Life-MOdel Decoys Designed Only for Killing (L-MODOKs) portrayed by Zach McGowan in the fourth and fifth seasons of "Agents of S.H.I.E.L.D." (2017–2018); and Ernest Vigman, a municipal employee portrayed by Keith David in "New Warriors" (2018). IGN's list of the Top 100 Comic Book Villains of All Time ranked MODOK as #100. Publication history. 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. Writer Mike Conroy stated "Inevitably, he (MODOK) returned to plague Captain America, whose physical perfection he so resented." 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 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 "MODOK: 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 and 0 (June 2016–April 2018), "West Coast Avengers" (vol. 3) #4 (Feb. 2019), and "" #1-4 (Dec. 2020-March 2021). Fictional character biography. George Tarleton. George Tarleton was a technician for the criminal organization Advanced Idea Mechanics (A.I.M.), founded by his father Alvin. 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 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 (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. MODOK becomes a recurring foe for Captain America, battling the hero on three more occasions, with the last encounter revealing the villain's origin. MODOK also battles Namor the Sub-Mariner and Doctor Doom, the latter intent on claiming the Cosmic Cube. 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. 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. A.I.M. becomes dissatisfied with the lack of scientific advancement under MODOK's leadership and MODOK's obsession with seeking revenge against metahumans, ousting 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. MODOK  seeks revenge against Ms. Marvel, first attempting to mentally control the heroine and then hiring the Shi'ar assassin Deathbird to kill her; Ms. Marvel overcomes both of these obstacles and defeats both Deathbird and MODOK. MODOK's ambitions grow and he seeks world domination, but is thwarted by Iron Man and the superhero team the Champions. After an attempt to plunder the resources of the Savage Land and a battle with Ka-Zar and the Hulk, 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 exposed to the virus. Abandoned by A.I.M. for these failures, the character revives long-time Hulk foe the Abomination, planning to use the monster against his superiors. The plan fails when the Abomination is revealed to be mentally unstable, 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 restored to human form  and MODOK willingly complies. 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. The Serpent Society returns MODOK's body to A.I.M., with the organization using it as a supercomputer. A rogue A.I.M. agent remotely operates MODOK's body in a bid to destroy Iron Man, with the battle ending with the body's destruction. Although MODOK had died, A.I.M. temporarily replaced him with his more loyal, and in some ways more effective, second female counterpart MODAM. During the "Taking A.I.M." storyline, MODOK  is resurrected because A.I.M. needs him to assist with the creation of another Cosmic Cube. In one of the attempts to create the Cube, MODAM is killed (or at least disappears). Eventually MODOK is stranded in an alternate dimension, but manages to return with the unintended help of the supervillain team the Headmen. After attempting to steal a device that boosts mental power, 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 in order to avoid an encounter with the superhero team the Defenders. MODOK  next clashes with the Canadian superhero team Alpha Flight before being captured by a group composed of U.S. Naval intelligence and a drug cartel. MODOK is lobotomized and employed to infiltrate spy satellites and manipulate the stock market, but he recovers and exploits the situation until captured and taken into custody by S.H.I.E.L.D. 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. MODOK then seeks a sample of the cybernetic species the Phalanx, and after brief encounters with the mutant superhero  team the X-Men, battles Ms. Marvel once again, the heroine aided by fellow Avenger Wonder Man during an elaborate scheme by renegade A.I.M. branches to kill MODOK, with one of the rogues being MODOK's long-lost son, who seeks revenge for his abandonment. Employing an elaborate scheme and double-cross, MODOK restores his personal wealth and power and re-establishes himself as the leader of A.I.M. once again. MODOK was 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 hero known as El Vejigante. It is also revealed that MODOK was involved in the creation of both the Red Hulk and the Red She-Hulk and belongs to the Intelligencia, a secret organization of genius-level supervillains. During the "Fall of the Hulks" storyline, it is revealed that MODOK is a member of the Intelligencia, who had a part in the creation of both the Red Hulk and the Red She-Hulk. They captured some of the smartest men 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. 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 an ordinary man again. MODOK Superior. 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 appearance, genius-level intelligence and mental powers of the original MODOK, but apparently "none" of his weaknesses) calls himself MODOK Superior and prepares to make his "own" mark on the world. 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. 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. 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. 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 burn 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. MODOK Superior and some rogue A.I.M. Agents joined up with S.H.I.E.L.D. in order to make a deal to take down Andrew Forson (the then-current leader of A.I.M.). Agents of MODOK. After a brief retirement, MODOK Superior returned  and opened up 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. When he found she was not a superhuman and had no special training, he attempted to eliminate her, but she turned on him and sent him into space with an injured eye and damaged equipment. She then took over his agency 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 agency was disbanded and everyone went their separate ways. After reuniting, the agency faces off against MODOK Superior when he returns from space, who elects to flee rather than fight. 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 chair. MODOK Superior was taken to the hospital, where he vowed vengeance on Deadpool  for stealing his chair. 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 "." MODOK Superior resurfaced in a new form during a confrontation with the newest incarnation of the West Coast Avengers (of which Gwen is 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. The team eventually exposed his scheme to turn various citizens of Los Angeles into  giant mindless monsters and defeated him, reverting him back to the traditional appearance that George Tarleton had. 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 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. 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, 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. Family life. In the "" storyline, 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 threatened with his life 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, 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 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 into his phone and uses the bodies of leftover Super-Adaptoids to create solidified and weaponized versions of his imaginary family. Powers and abilities. George Tarleton was subjected to a mutagenic process that transformed him into MODOK and granted him superhuman intelligence, sacrificing his body for the world's largest brain. He possessed enhanced intuition, pattern solving, information storage and retrieval, and logical and philosophical structuring. MODOK's ability to predict probable outcomes of  tactical and strategic scenarios was so advanced that it bordered on precognition. His intuition was heightened to the degree that his hunches were almost always correct. MODOK had a perfect memory with the ability to recall every moment. However, his creativity remains at an average human level. Courtesy of A.I.M. technology, MODOK wore a headband that enables him to focus his mental power into devastating energy beams. He also has psionic powers enabling 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  the mutation was the growth of Tarleton's head to the point whereby his body could no longer support its weight, needing to rely on an exoskeleton and a hoverchair called the Doomsday Chair for movement. The Doomsday Chair was also equipped with destructive weapons, including missiles and lasers. Occasionally, Tarleton had the use of a giant humanoid robot body that was proportionally sized to fit his head and body. Tarleton's organs also wore out quickly, necessitating the use of harvested clones, whose organs were used to sustain him. As the leader of A.I.M., MODOK had advanced technology, vast  resources, and a personal army at his disposal. MODOK Superior has the same appearance, genius-level intelligence and mental powers as the original MODOK, but apparently "none" of his weaknesses. Other versions. Section::::"Marvel Adventures". 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. Section::::"Ms. Marvel". Over the course of her two series, Carol Danvers (Ms. Marvel) had several interactions with 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. 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). MODOT. 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. MODOG. Iron Man has an encounter with MODOG (Mobile Organism Designed Only for Genocide) in the second volume of "The Invincible Iron Man". Iron Man dispatches him with ease, dumping him in outer space. Marvel MAX. The miniseries "U.S. War Machine", published under the mature-audience Marvel 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. Ultimate Marvel. 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 genius cyborg George Tarleton, after he is infected by Gah Lak Tus, he is eventually reduced to a disembodied head. Another version of MODOK appeared in "" #2, when Doctor Faustus revealed that he, too, was a cyborg and harbored a tiny MODOK inside his hollow head. Nextwave. 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. The following issue revealed that the Beyond Corporation was being run by a disguised infant MODOK, apparently conceived by a MODOK and a MODAM. This MODOK escapes the Nextwave Squad, but it is subsequently killed by its master Devil Dinosaur. Amalgam Comics. 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.) Section::::"Marvel Zombies". An alternate version of 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. Section::::"Earth  X". 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 hoverchair, ironically, was later recovered by the Skull's army and the Skull used it as his personal throne. MODORD. 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). Section::::"MODOK: Assassin". 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. MODAAK. In the pages of "Spider-Gwen", which takes place on Earth-65, Captain America fights against MODAAK (Mental Organism Designed As America's King). The author based this character on American then-U.S. Presidential candidate Donald Trump. In other media. Film. Marvel Cinematic Universe. Several incarnations of MODOK appear in the Marvel Cinematic Universe (MCU) media franchise. The character was first considered as the villain for "Iron Man" (2008) in a script written by Jeff  Vintar and Stan Lee for 20th Century Fox before the film began redevelopment at Marvel Studios; the character was then considered to appear during early development of "" (2014) as the main villain, to be portrayed by Peter Dinklage, before the character was cut from the final draft in favour of Alexander Pierce. Novels. MODOK appears in the Iron Man paperback novel "Iron Man: And Call My Killer...MODOK!", no. 6 in the Marvel Pocket Novels series, by William Rotsler.