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For the legendary Welsh prince known as Modok, see Madoc.

MODOK
MODOK. Art by Eric Powell.
Publisher Marvel Comics First appearance Tales of Suspense #94 (October 1967) Created by Jack Kirby & Stan Lee
Characteristics Alter ego George Tarleton Team affiliations A.I.M. The Headmen Notable aliases Gerlach, Scientist Supreme, Damocles Rivas, the Saint, MODOC (Mobile/Mental Organism Designed Only for Computing) Abilities Super-intelligence Psionic powers Ability to calculate probability that borders on clairvoyance.

MODOK is a fictional character, a supervillain in the Marvel Comics universe. His name is an acronym for Mobile/Mental Organism Designed Only for Killing. MODOK first appeared in Tales of Suspense #94 (October 1967), which was written by Stan Lee and illustrated by Jack Kirby.

Contents 1 Fictional character biography 1.1 George Tarleton 1.2 Ms. MODOK and MODAM 1.3 Return of MODOK 1.4 The MODOC Squad 1.5 Beyond Corporation© MODOKs 1.6 Endangered Species 1.7 MODOK's 11 1.8 Howard the Duck 2 Powers and abilities 3 Anatomy 4 Other versions 4.1 Ultimate MODOK 4.2 Marvel Adventures 4.3 Marvel Zombies 4.4 Earth X 4.5 Marvel MAX 5 In other media 5.1 Television 5.2 Video games 5.3 Parodies 5.4 Music 5.5 Toys 5.6 Webcomics 6 External links 7 Notes

Scientists at Advanced Idea Mechanics (AIM) created MODOK to analyze and probe the Cosmic Cube and to improve the organization's productivity in its scientific endeavors, while still being subservient to the higher echelons of the organization. To that end they mutagenically altered one of their technicians of average intelligence, George Tarleton, into the super intelligent being, MODOC (Mobile/Mental Organism Designed Only for Computing). These scientists unwisely did not take into consideration the theory that superior ability naturally leads to superior ambition.

It did not take long for MODOK to turn on his former masters and overthrow AIM. He adopted the new acronym for his title: MODOK (Mobile/Mental Organism Designed Only for (or perhaps Devoted Only to) Killing) at this time as he was more of a ruthless killer than a bean counter in his own estimation. MODOK and AIM frequently came into conflict with the Avengers and many other superheroes.

AIM was not happy with MODOK's megalomaniacal and short-sighted leadership and he was frequently ousted only to return to power again. MODOK was so focused on his personal grudge with various superheroes that he ignored the scientific aspect of the organization and allowed it to become stagnant. The other AIM leaders eventually hired assassins to eliminate him. The George Tarleton variant of MODOK was killed by Death Adder of the Serpent Society during that group's first mission^[1]. The Serpent Society later returned MODOK's body to AIM, who used it as originally intended in the function of a supercomputer. However, a rogue AIM agent remotely operated MODOK's body in a fight with Iron Man that led to its destruction by A.I.M. agent Yorgon Tykkio.

Dr. Katherine Waynesboro, an associate of Bruce Banner (the Hulk), was briefly transformed into a female MODOK counterpart called Ms. MODOK.^[2] This occurred prior to MODOK's death and she nearly married MODOK until he tried to disintegrate the Abomination,^[3] which appalled her. She eventually escaped from AIM and was returned to normal.

Subsequently, a different female counterpart of MODOK was created. She had been mutated into a large headed creature, and she was believed to be Henry Pym's first wife, Maria Troyvana. She first appeared in West Coast Avengers #36. Pym took her in, believing she was his late wife, but she was secretly a spy and returned to AIM. There, she was further mutated into a being nearly identical in appearance to MODOK called SODAM (Specialized Organism Designed for Aggressive Maneuvers),^[4] which later was changed to MODAM (Mental Organism Designed for Aggressive Maneuvers).^[5] Omega Red believed that MODAM was not Maria Troyvana, but Olinka Barankova, a woman who had once betrayed him. However, MODAM herself stated that "AIM personnel files are routinely falsified".^[6]

During the "Taking AIM" crossover, AIM used a Cosmic Cube to revive MODOK in order to repair the damage to reality that the Cosmic Cube had wrought. After the breach was sealed by the sacrifice of an Adaptoid, MODOK took advantage of his resurrection and once again led AIM. AIM, now described as a "technology-worshipping cult", ran afoul of various heroes.

MODOK eventually realized his tenure as Scientist Supreme of AIM was swiftly repeating his old position, and undertook a trip into another dimension in order to acquire additional power. However, in this other dimension, MODOK found himself overwhelmed and stranded. The Headmen recovered MODOK, who agreed to help them use Orrgo to conquer the world. However, after battling the Defenders, MODOK withdrew the support of AIM, lest the organization suffer another defeat.

In Captain America and the Falcon, MODOK had been captured by a US Naval intelligence/drug cartel alliance, who lobotomized him and used him to tap spy satellites and manipulate stock markets. Unknown to them, MODOK regained consciousness and swapped his mind with the human Damocles "The Saint" Rivas as well as developing the ability to convert his original form to data and "e-mail" it around the world. His original body, acting off old instincts, murdered every AIM agent who had created MODOK while MODOK himself battled Captain America, the Falcon and the Anti-Cap in a takeover attempt. He was finally trapped in interdimensional stasis and taken into SHIELD custody.

MODOK escaped custody and either expelled or subverted the personality of Rivas and took command of an AIM research lab in India. There, he was attacked by Deadpool, who was searching for a sample of the Phalanx. He was later defeated by Squirrel Girl when attempting to take over one of Maelstrom's old labs. Some time later he faced off against Ms. Marvel and Wonder Man, and has now regained a massive organization after a daring caper involving several villains such as Mentallo, Chameleon and Spot.

In Captain America #8, in a battle with AIM, Captain America fought the MODOC Squad (Military Operatives Designed Only for Combat).

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 in Nextwave: Agents of H.A.T.E. #11. Their principle 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 MODAM making "sweet monkey love by the light of a rack of World of Warcraft servers"^[7]. This MODOK escaped the Nextwave Squad, but was subsequently killed by its master, Devil Dinosaur.

In X-Men: Endangered Species, MODOK was among the 9 criminal geniuses that Beast sought out to help him reverse the effects of M-Day. As with many of the others, MODOK rebuffed the Beast.

Left impoverished and isolated after Monica Rappaccini took full control of AIM, MODOK came up with a new plan to regain power. Assembling a team of current and former supervillains - Puma, Mentallo, Armadillo, Chameleon, Deadly Nightshade, Living Laser, Rocket Racer, and Spot - using a psychic illusion of cash, ^[8] he plotted to steal a living star called the Hypernova. Able to be used as a power source or ultimate weapon, it belonged to the Infinicide, a race of naturally-evolved MODOKs from the end of time. He is repeatedly trying to focus on being Designed Only for Computing, and has to struggle not to say "Killing" instead.

MODOK's team was infiltrated by Rappaccini's Ultra-Adaptoid and two of its members were working for other beings, but MODOK secretly took & replaced the Hypernova while it was being handed to the Spot via the Dark Dimension (MODOK had kept one of Spot's portals around for this). He then sold the Hypernova to AIM for a billion dollars and paid off his minions that remained loyal (with increased cuts due to only three remaining in the end). It turned out the Hypernova was unstable away from the Infinicide - which MODOK had known, and his plan all along had been to get Rappaccini to give him money for something that would destroy her and AIM's HQ. MODOK now has a base and army of minions once more.

The themes in MODOK's 11 include internal struggle and being trapped due to bad decisions. Many of the villans (including MODOK himself) show conflict over their actions, and most of the group are in desperate situations and need to work for MODOK - they have "used up all [our] second chances" (Nightshade in #3). Treachery is another theme: several members of the team were working to backstab the rest (and suffered for it) and MODOK is betraying everyone (and succeeds).

In the 2007 Howard the Duck series, a Cleveland branch of AIM is controlled by M.O.D.O.T., the Mental Organism Designed Only for Talking. As it is obsessed with giving many long speeches, it has been found to heavily annoy it's minions. It has successfully taken over the media industry with nearly every talk show, and news host actually being androids broadcasting MODOT's speeches to the masses, making them stupider and more obsessed with celebrities, and trivial fluff stories than real news.

MODOK and all other variations thereof have superhuman mental acumen. As a result of the mutagenic process he has undergone he is (in theory) capable of knowledge and comprehension beyond the human ability to understand. He is potentially capable of mastering every worldly subject and capable of adopting concepts completely foreign to his environment. His ability to predict probable outcomes of tactical and strategic scenarios is so advanced that it borders on clairvoyance.

In addition to extraordinary intelligence, MODOK has great psionic powers that enable him to mentally control large groups of people (provided they are weak minded), and with the assistance of his armor/flying platform he can use his psionic powers to fire a mind-beam. He is able to operate machinery such as his flying platform/armor with his thoughts alone. He is equipped with a synthetic crystal, which has been called a "Ram-thinker" which focuses his psionic waves in any number of ways.

MODOK has also designed a large number of sophisticated weapons, vehicles, computers, androids, and telescoping limbs for his armor. He even has a giant android body that is proportionally sized for his head. His armor/flying platform is designed based on magnetism. MODAM, for her part, used a hoverchair similar to her predecessor's, but capable of switching to a 'combat mode' which sported an arsenal of advanced weapons as well as massive, clawed arms.

He has developed machinery that allows him to turn himself into data and "e-mail" himself to anywhere on Earth.

Despite MODOK's great powers, his effectiveness is greatly hampered by emotional instability and immaturity, sometimes to the point of making rash and dangerous decisions that belie his great intellect. He has shown to be sensitive about his freakish appearance on occasion, too.

More than 60% of MODOK's body is taken up by his head, even though the rest of his body, contrary to common convention, hasn't actually atrophied, merely seeming smaller by comparison. While his brain must actually weigh over two tons (a number inconsistent with his official data file, which gives his weight as 750 lbs, which is fully unacceptable given the fact he is about the size of a hippopotamus), a lot of his cranial mass has to be devoted to specialized, non-neural structures that normal humans lack, simply because his brain would collapse under its own weight without some sort of internal "skeleton" and starve without one or more auxiliary hearts. It is not know exactly to what extent MODOK relies on his hoverchair for simple survival. It is obvious his body cannot possibly provide the nutrition and oxygen his enormous brain requires (even in a normal human, the brain uses a disproportionate amount of energy), and on one occasion it was stated he does not perform the normal physical functions, instead recharging directly through his chair. On another occasion, however, he took in nutrition from a glucose pack, perhaps intravenously. A continuous glucose drip, also via the chair, is also possible. In any case, MODOK is completely immobile without his hoverchair.

The ultimate version of George Tarleton appears in Ultimate Vision #1, in which he tricks the Vision into activating the Gah Lak Tus module under the guise that they would order it to self destruct. Instead, he uses it to fire an energy beam at her and take control of the module, turning him into more of a monster (though not to the extent of his 616 counterpart). He then leads the Gah Lak Tus module back to Earth claiming that it has unfinished business there. Upon his arrival, he is confronted by the Vision, who, using one of her uncountable methods of communication, manages to undo the mental damage his transformation has caused, and he joins her in her attempt to stop Gah Lak Tus. Cooperating with the Falcon and the Vision, he realizes their attack will fail, and instructs the artificial girl Dima, with whom the Vision had formed a strong emotional bond, to self-destruct, critically damaging the Gah Lak Tus module. Vision is infuriated by this action and his callous reaction to it, and in a rage tears his cybernetic body apart, throwing his severed head over the horizon. However, he is seen to survive... as a loose head, moving around on spidery cybernetic legs, attempting to contact AIM again.

The MODOC from the separate Marvel Adventures universe was created via a process he invented himself in order to increase his intelligence. The process can work on anyone, as he proves by temporarily turning the Avengers into beings like himself (they are later turned back.) Interestingly, this MODOC's name uses a new acronym, Mental Organism Designed Only for Conquest. This makes sense as he is not shown ever killing anyone, but is interested in conquering the world. This one also briefly changed the Marvel Adventures Avengers into MODOK versions of themselves, only to find they were still heroes, even though their heroic efforts were performed in an aggressive manner - for instance, dispelling an invasion of Atlantis by conquering Atlantis while its military was preoccupied with attacking.

For one panel a dead M.O.D.O.K. appears in Marvel Zombies vs. The Army of Darkness #3. Mostly devoured at this point, zombie Hawkeye and She-Hulk are shown feeding on what remains.

MODOK was killed by the massive psychic disruption caused by the manifestation of Ben Beckley's powers. Beckley would later call himself the Skull and attempt to conquer the world, starting in America. MODOK's chair was used as a throne by Beckley.

In the first "US War Machine" mini-series, published under the MAX imprint, there is a MODOK, salvaged from a faction of AIM which has become the victim of extreme racist intolerance. This MODOK seems severely damaged, apparently being reduced to an enormous skull (and somewhat smaller skeleton) in an otherwise familiar hoverchair. While it apparently still has a working brain, it does not seem to have much free will. It is deputized by SHIELD to facilitate an attack on AIM headquarters in Latveria, where it, despite its powerful psionic abilities, is destroyed by a vengeful dr.Doom.

• In the 1994 Iron Man animated series, a much smaller MODOK served as one of the minions of the Mandarin. He was a scientist who sought to cure the criminal mind. His boss the Red Ghost increased his mind by 100 times. He soon fell in love and got married to a famous ballet dancer, who later became a swimsuit model. The Red Ghost was jealous about the relationship with his new wife and turned him into MODOK. He served as Mandarin's 2nd in command so that he could turn him back into human. However, in the second season MODOK's character became little more than comic relief, with his original backstory forgotten (When asked why he served The Mandarin after all the abuse he took from him, MODOK gushingly replied "He makes me laugh", which may be a reference to Jessica Rabbit). It is possible the one in season 2 is a different one. He was voiced by Jim Cummings.

• MODOK appears in the video game Marvel: Ultimate Alliance voiced by Michael Gough. He is a member of Doctor Doom's Masters of Evil. He, along with A.I.M., takes over the SHIELD Omega Base and try to ram it into a dam. When the heroes reach him, he freezes them and challenges them to a scientific quiz in which the questions given out include "What is the scientific symbol for gold," "What percentage of the Earth's atmosphere is oxygen?," "Which of the following is not a geologic period of the Earth?," "What does M.O.D.O.K. stand for?," "Which of these is capable of escaping a black hole?" "How far is the Earth from the Sun?," "What is the half-life of Strontium 90?," "Which of these is not a sub-atomic particle?" and "Which race exterminated itself with technology from the Watchers?" If the player selects a wrong answer, MODOK administers an electric shock to the characters. If the player selects a correct answer, MODOK lets his guard down and the heroes are able to move forward. If the heroes win the quiz, MODOK accuses the heroes of cheating and battles them. If the heroes lose the quiz, MODOK's punishment is a battle. Either way, you have to fight him.

• The villain Magnanimous from the animated show Megas XLR is modeled after MODOK with a touch of Bruce Campbell, who provides the character's voice.
• The villain Technor from the Disney animated series Teamo Supremo is modeled after MODOK, and his henchmen (the TechnoCreeps) are likewise similar to MODOK's minions at Advanced Idea Mechanics in their classic "bee-keeper" helmets.
• Mental Mouse, an anthropomorphic rat with an exposed brain was clearly inspired by MODOK. He was often seen in The Justice Friends segments on Dexter's Lab. In his first appearance he stole Val Hallen's guitar so he could absorb its power and conquer the world but was stopped by White Tiger.

• The band Monster Magnet refers to MODOK in the song "Baby Götterdämerung" from the album Powertrip with the lyrics "So what would MODOK do, if his memory got too full? He'd find the power source, and then he'd pick what plugs to pull."

• Toy Biz produced a MODOK action figure for the 1994 Iron Man Animated Series.
• In 2006, a "Build-A-Figure" toy was produced by Toy Biz for Wave 15 of their Marvel Legends toyline. This toy required you to buy all the figures in the wave with each figure coming with a piece of the MODOK toy. The pieces would snap together to make the MODOK figure complete.

• MODOK (with associates) makes an appearance in a 1999 strip of Bob the Angry Flower. [1]
• MODOK talks Star Wars with Abe in a 2007 strip of The Thinking Ape Blues. [2]

• The Journal of MODOK Studies
• There's Something About MODOK
• Mental Organism Designed Only for Linking
• M.O.D.O.K.'s blog on Marvel.com