This is an updated version of a story first published September 4, 2020.
M.O.D.O.K. is having a moment. The Mental Organism Designed Only for Killing has finally made his MCU debut in Ant-Man and the Wasp: Quantumania, after both headlining his own Hulu animated series and serving as the primary boss in the Marvel’s Avengers video game in recent years. That’s not bad for a villain who used to be an afterthought. It’s funny to think that a few decades ago, M.O.D.O.K. was killed off in Marvel Comics and seemingly destined to be forgotten. Now, it seems like M.O.D.O.K.’s star will only continue to rise.
Who is M.O.D.O.K. to the uninitiated or those who were just introduced to the character? Until now, non-comic book readers only had the animated TV shows and video games to draw upon. But there’s more to M.O.D.O.K. than just his giant freakin’ head. And that’s what we’re here to explore.
The Man They Call George
Stan Lee and Jack Kirby introduced M.O.D.O.K. as a Captain America villain in Tales of Suspense #93–94. Although M.O.D.O.K. was seemingly killed in his first appearance, that didn’t stop Lee from bringing him back in the pages of Captain America’s first ongoing series. In Captain America #133, Lee and artist Gene Colan revealed the origin of M.O.D.O.K.. It turned out that he was just a lowly A.I.M. scientist who was unwillingly “volunteered” to become what was then known as the Mental Organism Designed Only for Computing. A.I.M. wanted M.O.D.O.K.’s greatly enhanced brainpower to help them create the Cosmic Cube, an object of near-infinite power. Instead, M.O.D.O.K. seized control of A.I.M. and embraced Killing over Computing.
Later stories established M.O.D.O.K.’s real name, George Tarleton, and his largely one-sided infatuation with fellow A.I.M. scientist, Monica Rappaccini. But in the early days, M.O.D.O.K. harbored a great deal of resentment for Cap over his physical perfection compared to the nightmare that Tarleton had become.
Fortunately, M.O.D.O.K. was too big to be tied down to any single hero’s rogues’ gallery. He went on to fight Iron Man before menacing Ms. Marvel (future Captain Marvel Carol Danvers) in several issues of her first series. In one of his early appearances in Incredible Hulk #167-169, M.O.D.O.K. turned Hulk’s longtime love, Betty Talbot (née Ross) into the Harpy, after correctly guessing that her prolonged exposure to Bruce Banner’s Gamma radiation made her an ideal candidate for mutation. The consequences of Betty’s transformation are still playing out as she was transformed into Red Harpy in Marvel’s Immortal Hulk series.
Bride of M.O.D.O.K.
Years later, in Incredible Hulk #290, Bruce was in love with a scientist/S.H.I.E.L.D. agent named Dr. Kate Waynesboro. She was kidnapped by Hulk’s enemy, the Abomination, and delivered to a group of rogue A.I.M. operatives who wanted to overthrow M.O.D.O.K. and destroy him. That’s why they decided to turn Kate into the new M.O.D.O.K., or more specifically, Ms. M.O.D.O.K..
Hulk and M.O.D.O.K. were uneasy allies while attacking A.I.M. and attempting to rescue Kate. However, M.O.D.O.K. and Ms. M.O.D.O.K. were instantly smitten with each other, and M.O.D.O.K. declared his intention to make her his bride. But Kate retained enough of her humanity to express horror at M.O.D.O.K.’s lack of mercy and rejected him. She was subsequently restored to her human body while M.O.D.O.K. escaped on his own.
Eventually, A.I.M. made another female M.O.D.O.K. called M.O.D.A.M., but that’s a story for another time.
The Death and Rebirth of M.O.D.O.K.
M.O.D.O.K.’s war with A.I.M.’s rogue factions came to an abrupt end in Captain America #313, when the Serpent Society was hired to assassinate him. In M.O.D.O.K.’s weakened state, not even Captain America was able to save him and that looked like it was it for the character. For nearly a decade, M.O.D.O.K. remained dead and out of the picture. That’s an eternity in the realm of comics, and it could have been the end of his story.
But in 1996, M.O.D.O.K. returned as part of the “Taking A.I.M.” crossover story in Captain America #441 and Avengers #388. However, M.O.D.O.K.’s return ultimately cost M.O.D.A.M. her life. From this point on, M.O.D.O.K. was back to stay. He even nabbed a rare achievement for a supervillain by headlining his own comic…
M.O.D.O.K.’s 11
2007’s Super-Villain Team-Up: Modok’s 11 miniseries put M.O.D.O.K. in the lead as he assembled a motley crew of villains for a cosmic heist. Among his team were Armadillo, , Chameleon, Living Laser, Mentallo, Nightshade, Puma, Rocket Racer, Spot, the second Mandarin, and the Ultra-Adaptoid in disguise. This series also revisited M.O.D.O.K.’s origin, and his infatuation with Monica Rappaccini.
Even in the present, M.O.D.O.K. still had some romantic feelings for Monica, much to her annoyance. She had to reiterate that they never dated, and they simply had a one-night stand. Regardless, M.O.D.O.K. achieved his goal and perhaps came to value working in a group. Just a few years later, M.O.D.O.K. was working alongside the Leader, Red Ghost, Wizard, the Mad Thinker, and Egghead in the Intelligencia, whose name served as inspiration for a much different group in the MCU in She-Hulk: Attorney at Law.
All-New M.O.D.O.K.
Amadeus Cho changed M.O.D.O.K.’s life forever in Incredible Hulk #610 when he restored his humanity and turned him back into George Tarleton. Currently, this change has not been reversed, and the original M.O.D.O.K. is now cured. In his place, a clone based on George’s brain became M.O.D.O.K. Superior in Hulk Vol. 2 #29. This M.O.D.O.K. has a very different personality than his predecessor, and a greater desire to find love.
Case in point, when M.O.D.O.K. defected to S.H.I.E.L.D. in Secret Avengers Vol. 3, he was openly infatuated with director Maria Hill. So much so that M.O.D.O.K. actually abandoned his plans to betray S.H.I.E.L.D., although his assistant, Snapper, did not. Regardless, S.H.I.E.L.D. let M.O.D.O.K. go, and he really came to believe that he had changed. M.O.D.O.K. formed a new group called Mercenary Organization Dedicated Only to Killing; which was dedicated to taking out villains. But M.O.D.O.K. Supreme ultimately slid back into villainy himself.
Behold B.R.O.D.O.K.!
M.O.D.O.K. took another stab at being good in West Coast Avengers Vol. 3 #1-4. He gave himself a handsome new body and rechristened himself as the Bio-Robotic Organism Designed Overwhelmingly for Kissing. Unfortunately, B.R.O.D.O.K. didn’t handle rejection well, and he transformed the objects of his affection into giant monsters when they turned him down.
More recently, M.O.D.O.K. resurfaced in his old body during the 2020 Force Works miniseries. He was even briefly merged with the giant robot Ultimo as UltiM.O.D.O.K., before once again suffering defeat at the hands of the heroes.
Boss Mode
In most of his video game appearances, M.O.D.O.K. has served as a secondary antagonist for the heroes to overcome. That includes his stints in the original Marvel: Ultimate Alliance and Marvel: Ultimate Alliance 3. However, M.O.D.O.K. was one of the surprising additions to Marvel vs. Capcom 3: Fate of Two Worlds and Ultimate Marvel vs. Capcom 3 as a playable character with his own ending.
Lego Marvel Super Heroes and Lego Marvel’s Avengers both feature M.O.D.O.K. as a playable character, and he’s also appeared in a handful of Marvel mobile games.
However, Marvel’s Avengers was easily M.O.D.O.K.’s most prominent gaming role to date. In a departure from comic book canon, George Tarleton was depicted as the founder of A.I.M., rather than a mere technician. Tarleton also harbors a deep hatred of superhumans after the events of A-Day, which led the Avengers to disband.
Five years after A-Day, Tarleton successfully pushed for all superheroes to be banned by law, In their place, Tarleton and A.I.M. also created robot armies to keep the peace and control the emerging population of Inhumans. While he was human before, Tarleton’s exposure to the Inhumans’ terrigen mists fully transformed him into M.O.D.O.K.. He went on to be the final boss in the game’s primary campaign, in a battle that put M.O.D.O.K. against the entire team of Avengers.
Cartoon Superstar
M.O.D.O.K. made his animated debut in Iron Man (1994), as one of the Mandarin’s henchmen. This version of M.O.D.O.K. was noticeably shorter and smaller than his comic book counterpart, and he could even create an even smaller version of himself that he called External Life Form, or E.L.F.
M.O.D.O.K. was also a recurring villain in the animated series Iron Man: Armored Adventures, which took some liberties with his origin and portrayal. In that series, M.O.D.O.K. was more computer-like than ever, and a very real threat to the young Iron Man. But within the much goofier world of The Super Hero Squad Show, M.O.D.O.K. was strictly comic relief, and he even briefly dated Ms. Marvel (Carol Danvers). Yes, really!
The Avengers: Earth’s Mightiest Heroes featured the first animated version of M.O.D.O.K. that seemed to capture the spirit of his comic book counterpart. But Wasp and Thor still couldn’t resist mocking his appearance when he showed up for the first time. He went on to appear in the interconnected series Ultimate Spider-Man, Avengers Assemble, and Guardians of the Galaxy, where he adopted a more sinister and calculating persona. However, M.O.D.O.K. was still very sensitive to any jokes about his physical appearance. Especially if they were about his gigantic head. That’s a characteristic that carried over to his portrayal in the most recent Spider-Man (2017) animated series. In that show, M.O.D.O.K. definitely enjoyed being evil, and he was a bit more talkative than in his previous appearances.
M.O.D.O.K. almost appeared in live-action years ago. Freeform’s New Warriors pilot, which wasn’t picked up to series, featured Keith David as a municipal worker named Ernest Vigman. New Warriors showrunner Kevin Biegel has confirmed that he intended to turn Ernest into M.O.D.O.K. if the series had gone forward. Similarly, Agents of S.H.I.E.L.D. co-showrunner Jed Whedon revealed that Marvel initially gave the series permission to use M.O.D.O.K. — with many speculating that was the original plan for Season 4 villain Anton Ivanov, AKA Superior — only to have that permission rescinded.
Meet the M.O.D.O.K.s
Hulu once had grand plans for several Marvel animated series on the streaming service that would have led to a team-up series, but only M.O.D.O.K. and Hit-Monkey ultimately made it to air. Patton Oswalt co-created the M.O.D.O.K. series with Jordan Blum, and Oswalt also headlined the show as the voice of M.O.D.O.K. This stop-motion animated series re-envisioned M.O.D.O.K. as a family man, with Aimee Garcia as his wife, Jodie Ramirez-Tarleton. Melissa Fumero also starred as their daughter, Melissa Tarleton, a teenager who largely took after her father. She even had a M.O.D.O.K.-style floating platform of her own! Rounding out the family was Melissa’s younger brother, Lou, as voiced by Ben Schwartz. While Lou was outwardly normal, his eccentric personality caught both of his parents off guard.
Within the world of the show, M.O.D.O.K. truly loved his family, even if he occasionally failed them. For a good portion of the season, M.O.D.O.K. and Jodie were separated, and she even dated Wonder Man while M.O.D.O.K. tried to win her back. Although the M.O.D.O.K.s were ultimately reunited, the show ended on a cliffhanger as M.O.D.O.K.’s younger self successfully created a timeline in which Jodie and the kids were killed. That left an older M.O.D.O.K. ruling the world in the future, but he was also desperate to find a way to restore his family to life.
Unfortunately, Hulu canceled the series after a single season, so there may never be closure to that tale. However, Oswalt and Blum teamed up with artist Scott Hepburn to bring the M.O.D.O.K. family into Marvel’s comic book universe in M.O.D.O.K.: Head Games. Within that miniseries, M.O.D.O.K. began experiencing hallucinations of a family life in which he was married to Jodie, and they lived with their kids, Melissa and Lou.
But there was more to this recurring hallucination than a mere dream. M.O.D.O.K. soon learned that Jodie was really a program called JOD1E, which was written by his father, Alvin Tarleton, as a way to control him. M.O.D.O.K. turned the tables on his father and transferred JOD1E’s program into an Adaptoid body that allowed her to become Jodie. M.O.D.O.K. pulled off the same trick with Lou and Melissa, and now he really does have a family in the Marvel Universe.
Not the M.O.D.O.K. You Remember
SPOILERS follow for Ant-Man and the Wasp: Quantumania! Assuming you have seen the film, then you know that certain changes were made with the character for his live-action debut. Most notably, George Tarleton didn’t become M.O.D.O.K. in this timeline, nor was this version created by the MCU version of A.I.M. Instead, Darren Cross became M.O.D.O.K. after he crashed into the Quantum Realm following the events of 2015’s Ant-Man. Kang the Conqueror found Darren’s broken body and rebuilt him into a cybernetic killing machine.
Corey Stoll reprised his role as Darren Cross/M.O.D.O.K. for the film, where he was largely a secondary antagonist behind Kang. Playing a second banana bad guy seems to be a recurring theme in M.O.D.O.K.’s villainous career. Regardless, M.O.D.O.K. does steal almost every scene he’s in, especially during his final moments in the movie.
Will M.O.D.O.K. return in future MCU films? Although the film suggests that M.O.D.O.K.’s time has run out, the Marvel multiverse means that all things are possible. Cross could return again, or perhaps we may see a more comic-accurate depiction of MODOK through the introduction of an MCU version of George Tarleton. Either way, we wouldn’t bet against another M.O.D.O.K. appearance, and neither should you!
