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MODOK, as featured on the cover of Super-Villain Team-Up:MODOK's 11 (Sep. 2007).
Art by Eric Powell.
Real Name = George Tarleton
Publisher = Marvel Comics
Debut = Tales of Suspense #93 (Sep. 1967)
Creators = Jack Kirby and Stan Lee
Alliances = A.I.M.
The Headmen
Aliases = MODOC (Mental Organism Designed Only for Computing)
Powers = Superhuman intellect
Psionic powers
Ability to calculate probabilities

MODOK (acronym for Mental Organism Designed Only for Killing) is a fictional character that appears in comic books published by Marvel Comics. The character first appeared in Tales of Suspense #93 (Sep. 1967) and was created by Stan Lee and Jack Kirby.

Debuting in the Silver Age of Comic Books, MODOK has appeared in over four decades of Marvel continuity, also starring in the limited series Super-Villain Team-Up: MODOK's Eleven #1 - 5 (Sep. - Dec. 2008) and a self-titled one-shot publication MODOK: Reign Delay #1 (Nov. 2009).

The character has featured in other Marvel-endorsed products such as video games and animated television series and merchandise such as trading cards and toys. IGN's list of the Top 100 Comic Book Villains of All Time ranked MODOK as #100.


Publication history

MODOK first appeared in the title Tales of Suspense #93 - 94 (Sep. - Oct. 1967), and became a recurring foe for superhero Captain America. 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 Hulk #167 - 169 (Sep. - Nov. 1973). MODOK also participated in the "War of the Supervillains" storyline in Iron Man #74 - 75 (May - June 1975).

MODOK has a series of encounters with heroine Ms. Marvel in Ms. Marvel #5 (May 1977); #7 (July 1977); #9 (Sep. 1977) and #10 (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 Hulk #287 - 290 (Sep. - 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); 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 Annual 1998; Defenders vol. 2, #9 - 10 (Nov. - Dec. 2001); Wolverine #142 - 143 (Sep. - Oct. 1999); Captain America & The Falcon #9 (Jan. 2005) and Cable & Deadpool #11 (March 2005).

The character then made three humorous appearances, in Wha...Huh? #1 (Sep. 2005); Marvel Holiday Special 2006 (Jan. 2007) and GLA-Xmas Special #1 (Feb. 2006). After appearing briefly in mutant titles X-Men #200 (Aug. 2007) and Uncanny X-Men #488 (Sep. 2007), MODOK was featured in Ms. Marvel vol. 2, #14 - 17 (June - Sep. 2007) and appears in two limited series: Marvel 1985 #1 - 4 (July - Sep. 2008); #5 - 6 (Nov. 2008) and Super-Villain Team-Up: MODOK's Eleven #1 - 5 (Sep. - Dec. 2008).

MODOK also featured in Hulk #600 (Sep. 2009); Astonishing Tales vol. 2, #2 (May 2009) and the one-shot publication MODOK: Reign Delay #1 (Nov. 2009).

Fictional character biography

George Tarleton is a technician for the organization Advanced Idea Mechanics (AIM). Having recently created the artifact the Cosmic Cube, the A.I.M scientists use advanced mutagenics to alter Tarleton and create the super intelligent MODOC (acronym for Mental Organism Designed Only for Computing) to study and improve the object. MODOC, however, becomes ambitious and the character kills its former masters and takes control of A.I.M, now calling itself MODOK (Mental Organism Designed Only for Killing) and 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, who is intent on claiming the Cosmic Cube.

MODOK reappears and kidnaps Betty Ross, changing her into the mutant "Harpy" in a bid to destroy the Hulk. The character follows the Hulk and the Harpy to a floating aerie, where the Hulk's alter ego Bruce Banner cures Ross of her condition. MODOK and an A.I.M team arrive in time to kill the creature the Bi-Beast, the guardian of the aerie, but not before activating a self-destruct mechanism, forcing the characters to flee. MODOK also accepts the offer of the other-dimensional being the Black Lama and participates in the "War of the Supervillains", but fails to capture the prize when defeated by Iron Man.

A.I.M becomes dissatisfied with the lack of scientific advancement and MODOK's obsession with seeking revenge against metahumans, ousting him from power. 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 heroine Ms. Marvel and the android Avenger Vision. MODOK seeks revenge against Ms. Marvel, attempting to mind control the heroine and then hire assassin Deathbird to kill her; Ms. Marvel overcomes these obstacles and finally defeats MODOK.

MODOK's ambitions grow and he seeks world domination, but is thwarted by Iron Man and superhero team the Champions. After an attempt to plunder the resources of the Savage Land and a battle with the savage 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, 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 unstable, although during the course of the storyline MODOK transforms the associate of Bruce Banner - Dr. Katherine Waynesboro - into a female version of himself. Horrified by MODOK's callous disregard for life, Waynesboro demands to be restored to human form, to which MODOK agrees. Wishing to disassociate themselves from MODOK, A.I.M hires the Serpent Society to assassinate the villain, with the character being killed by the venomous Death Adder. The Serpent Society return 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 is no more, A.I.M. replaces him with his more loyal and in certain ways more effective female counterpart, MODAM.

During the Taking A.I.M storyline, MODOK is resurrected, being needed by A.I.M to assist with the creation of another Cosmic Cube. The character, however, is eventually stranded in an alternate dimension. After attempting to steal a device that boosts mental power the character aids the villainous group the Headmen. MODOK agrees to aid them in their plans of conquest, and after taking control of A.I.M once again, reneges on the agreement to avoid an encounter with superhero team the Defenders. MODOK clashes with Canadian superhero team Alpha Flight before being captured by a group composed of US Naval intelligence and a drug cartel. The character is lobotomized and employed to infiltrate spy satellites and manipulate the stock market, but recovers and exploits the situation until captured and taken into custody by S.H.I.E.L.D.

MODOK then seeks a sample of the cybernetic species the Phalanx, and after brief encounters with the mutant X-Men battles Ms. Marvel once again, the heroine aided by fellow Avenger Wonder Man. Courtesy of an elaborate scheme and doublecross MODOK restores his personal wealth and power and establishes himself as the leader of A.I.M once again.

It is also revealed that MODOK was involved in the creation of the Red Hulk, and belongs to a secret organization of super-intelligent supervillains.

During the Fall of the Hulks storyline, it is revealed that MODOK is a member of Intelligencia whom had a part in the creation of Red Hulk and 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 so-called '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 he gains the ability to warp reality within a ten-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 US military and remains confined, where Bruce Banner occasionally calls on him to help defuse the "doomsday plans" MODOK installed in the case his master plan should fail. Tarleton, however, appears to remember next to nothing of his time as MODOK, and in fact seems to be either traumatized or just a simple mind.

Unknown to everyone, the doomsday plans left behind by MODOK 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 stopped. However, one of the cloned brains, rather than being utilized as an organic computer, was allowed to develop naturally and then uploaded with MODOK's own memories. This new MODOK, apparently free from the traumas and weaknesses of the original, declares himself superior and prepares to make his own mark on the world.

Powers and abilities

George Tarleton is subjected to a mutagenic process that grants him superhuman intelligence, including a computer-like memory and the ability to predict probable outcomes that borders on precognition, but his creativity remains at average human level. As MODOK, the character also has psionic powers enabling him to mentally control both individuals and large groups, and generate force fields able to withstand minor nuclear explosions. Courtesy of A.I.M technology, MODOK wears a headband that enables him to focus his mental power into a devastating beam.

A side effect of the mutation was the growth of Tarleton's head to the point whereby his body can no longer support the weight, necessitating the use of an exoskeleton and hoverchair. The chair is equipped with a variety of weapons including missiles and lasers. Occasionally, Tarleton had the use of a giant humanoid vehicle that was proportionally sized to his head. Tarleton's organs also wear out quickly, necessitating the use of harvested clones, whose organs are used to sustain him.

As the leader of A.I.M, MODOK has advanced technology and a personal army at his disposal.

Other versions


In this world, all telepaths and psionics not protected in some way died the very moment the Skull, a boy empowered with the ability to control any conscious mind in his sphere of awareness, had his power awakened in him. Later, when he ventures to conquer the world, he uses MODOKs hoverchair, emptied of its former occupant and refitted into a throne, as a mode of transport.

Marvel Adventures

A version called "MODOC" (Mental Organism Designed Only for Conquest) appears in the title Marvel Adventures: The Avengers, briefly turning the Avengers into (superior!) versions of itself before being defeated.

Ms. Marvel

Over the course of both her series, she had several interactions with AIM 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 AIM personnel, to actual MODOCs, who apparently really did function the way MODOK was supposed to have (namely as docile organic supercomputers).


M.O.D.O.T. (Mental Organism Designed Only for Talking, formerly Nobel prize hopeful Dimitri Smirkov) appears in the third Howard the Duck limited series, and unlike predecessor MODOK can walk without the aid of a hover chair. 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 airways, influencing millions of viewers through a hundred android presenters, anchor men and reporters, all controlled directly by him.


Iron Man has an encounter with M.O.D.O.G (Mobile Organism Designed Only for Genocide) in the second volume of The Invincible Iron Man, dispatching him with ease and dumping him in outer space.

Marvel MAX

The limited series 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 MODOK

The ultimate version of the character features in the title Ultimate Vision, experimenting with a Gah Lak Tus probe. 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. At no point in the story is he referred to as MODOK, being addressed only by his given name.

Another version of MODOK appeared in Ultimate Armor Wars #2, when the devious Dr. Faustus revealed he, too, was a cyborg, and harbored a tiny MODOK inside his hollow head.


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 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 MODAM making "sweet monkey love by the light of a rack of World of Warcraft servers". This MODOK escaped the Nextwave Squad, but was subsequently killed by its master, Devil Dinosaur.

Amalgam Comics

A version of the character features in a one shot title as part of the Amalgam Comics line, which is a sequel to the Marvel vs. DC series. MODOK is merged with DC Comics character Hector Hammond to form H.E.C.T.O.R. - the "Highly Evolved Creature Totally Oriented on Revenge".

Marvel Zombies

An alternate version of MODOK is seen being eaten by zombified versions of She-Hulk and Hawkeye. Later, it is discovered that this universe's Ash had watched MODOK be devoured.


A Dazzler-centered story, "Disco Highway," in the fourth issue of the mini-series "X-men: Serve and Protect," released in February 2011, features a character named M.O.D.O.R.D. - the Mental Organism Designed Only for Roller Derby.

In other media


  • A much smaller MODOK appears in the 1994 Iron Man animated series voiced by Jim Cummings. He 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 famous ballet dancer Alana Ulanova (voiced by Sarah Douglas), who later became a swimsuit model. The Red Ghost was envious of his 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 back-story 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). After Mandarin was defeated in the season finale, MODOK (alongside Mandarin's henchmen) was sent to jail.
  • MODOK (here called MODOC) is featured in Iron Man: Armored Adventures voiced by Lee Tockar. In the show, the acronym is M.O.D.O.C. (Mental Organism Designed Only for Conquest). In the episode "Ready, A.I.M., Fire," the MODOC project is being operated by A.I.M. in their plans for world domination. In the episode "Panther's Prey," Moses Magnum meets up with some representatives from A.I.M. to give them some vibranium needed to create MODOC's harness. In the episode "Designed Only for Chaos," A.I.M. hires Ghost to spring Living Laser from the S.H.I.E.L.D. Helicarrier in order to activate MODOC. Though the operation was a success, there were some problems: MODOC outed Basil Sandhurst into going against A.I.M. to continue working on his Controller Disk and MODOC also usurped A.I.M.'s Scientist Supreme becoming leader of A.I.M. Iron Man had a hard time fighting MODOC until Living Laser recovered and helped Iron Man defeat MODOC. In the episode "Uncontrollable," MODOC was present when Controller used Iron Man to defeat him as part of his revenge against A.I.M.
  • MODOK appears in The Super Hero Squad Show voiced by Tom Kenny. He is a member of Doctor Doom's Lethal Legion and often paired up with Abomination as the group's comic relief.
  • MODOK appears in The Avengers: Earth's Mightiest Heroes, voiced by Wally Wingert, and in this series he goes under the acronym MODOC rather than MODOK. In the episode "Iron Man is Born", MODOC is shown as an inmate of the Vault. In the episode "Everything is Wonderful", Simon Williams is brought to MODOC and A.I.M. by Grim Reaper to take part in an experiment (the same one which was tried on different A.I.M. Agents whom did not survive it) that would grant him the power to take revenge on Tony Stark. This results in Simon Williams becoming Wonder Man. Grim Reaper tells MODOC to "let him know if his brother survives." He and A.I.M. fight Thor and Wasp. MODOC gets away when the hidden base turned out to be a ship. In the episode "Widow's Sting", he is hired by HYDRA to create the Cosmic Cube which would grant them the power to take over the world. During a transaction in which A.I.M. requests more money, the two parties are attacked by Hawkeye who is searching for the whereabouts of the Black Widow. Afterwords, MODOC finds out the Cosmic Cube might actually work. MODOC later tells Baron Strucker that the Cosmic Cube would not work and keeps it for himself. Unknown to MODOC however after he left, Baron Strucker knew he was lying which he states to Black Widow.

Video games

  • 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 alongside A.I.M. take over the S.H.I.E.L.D. 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. 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. The heroes will have to fight MODOK whether they win or lose the quiz.
  • MODOK appears in the Marvel Super Hero Squad video game, voiced by Tom Kenny. He is often seen working for Doctor Doom.
  • MODOK appears as a playable character in Marvel vs. Capcom 3: Fate of Two Worlds, voiced by Wally Wingert. Color alternates include his original white armor, his appearance in MODOK's 11, and MODAM.


  • 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."
  • Rapper Akira the Don has a song titled "M.O.D.O.K. (Supervillain Music)" on his "Superhero Music" mix-tape.


  • 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 toy-line. 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.
  • In 2010, Hasbro made a more kid-friendly version for its revised Super Hero Squad line, packaged together with Iron Man. He is described on the back of the pack as a "hovering psychic super menace." Originally MODOK was supposed to be called MODOC (Mental Organism Designed Only for Chaos) but was changed to his more familiar name, though the description does not reveal what the acronym really means.


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


External links

  • MODOK at
  • MODOK at the Comic Book Database