Published February 8, 2023

Meet M.O.D.O.K., A.I.M.'s Mental Organism Designed Only for Killing

Who is M.O.D.O.K.? Read on to learn more about the man once known as George Tarleton, who was horrifically transformed by A.I.M. and become one of the organization's most feared leaders.

Made up of brilliant scientists, the villainous organization Advanced Idea Mechanics (A.I.M.) has often used its technological prowess to threaten the Marvel Universe. Shortly after the group’s introduction, Stan Lee and Jack Kirby also created one of A.I.M.’s most brilliant—and deadly—leaders: the Mental Organism Designed Only for Killing, AKA M.O.D.O.K. With M.O.D.O.K. taking MARVEL SNAP by storm, here’s what you need to know about the villain’s comic history.

MARVEL SNAP: Into the Quantum Realm key art

M.O.D.O.K.’s Origins

Originally, M.O.D.O.K. was a low-level A.I.M. employee named George Tarleton. There are a few different stories that explain just how Tarleton became affiliated with the group. In one, George was the son of Alvin Tarleton, AKA A.I.M. Agent 001, a founder of the organization. According to this version, George was hired to be A.I.M.’s janitor due to his general ineptitude. However, in other stories, he was one of A.I.M.’s scientists. It was during that time he met—and had a brief romantic relationship—with future Scientist Supreme Monica Rappaccini

Regardless of his specific role in the organization, Tarleton was part of A.I.M. while it was working on the reality-manipulating Cosmic Cube. To better study the object, A.I.M.’s leadership decided to enhance a person’s brain and turn them into the Mental Organism Designed Only for Computing, AKA M.O.D.O.C. As a result, Tarleton was forcibly transformed, causing his head to grow to a terrifying size. He also began using a hoverchair—the weapons-bearing Doomsday Chair—to get around.

M.O.D.O.C.’s creation ended poorly for A.I.M.’s leaders. Shortly after the procedure, Tarleton turned on those who’d altered him, killing many in the process, and took control of the group. He then dubbed himself M.O.D.O.K.

M.O.D.O.K. Takes on the Super Hero World

M.O.D.O.K.’s first official appearance came in Stan Lee and Jack Kirby’s TALES OF SUSPENSE (1959) #94. In that story, M.O.D.O.K. kidnapped Sharon Carter and brought her to an A.I.M. base, leading Steve Rogers, AKA Captain America, to attempt to rescue her. Although M.O.D.O.K. proved formidable, his A.I.M. agents disliked him enough that they decided to betray their master. Rogers and Carter escaped, while M.O.D.O.K. was seemingly killed while destroying his own A.I.M. base.

That wasn’t the end of M.O.D.O.K., though. The villain fought Captain America on several more occasions, often working through his minions or scientific creations. One particularly notable battle saw M.O.D.O.K. use an android replica of Bucky Barnes—complete with the former sidekick’s memories—to mess with Rogers, who still felt guilty over his partner’s apparent death decades prior. 

M.O.D.O.K. took on several other heroes in those early days as well. In another adventure, for example, M.O.D.O.K. fought against Namor and Doctor Doom. However, one of his longest-standing grudges began when he made an enemy of Bruce Banner, AKA the Hulk. In INCREDIBLE HULK (1962) #167 by Steve Englehart and Herb Trimpe, M.O.D.O.K. set out to create a creature capable of defeating Hulk by bombarding a subject with gamma radiation. He decided Betty Talbot (née Ross) was the right subject and, in INCREDIBLE HULK (1962) #168, he succeeded in turning her into Harpy. Hulk did defeat Harpy and M.O.D.O.K., but that certainly wasn’t the last time he experimented on Ross. 

Throughout those adventures, M.O.D.O.K.’s hold over A.I.M. remained as tenuous as ever. This came to a head when A.I.M. hired the Serpent Society to kill their leader and, in CAPTAIN AMERICA (1968) #313, M.O.D.O.K. died. For a time, Specialized Organism Designed for Aggressive Maneuvers—later Mental Organism Designed for Aggressive Maneuvers, AKA M.O.D.A.M.—replaced him.

M.O.D.O.K.’s Return 

M.O.D.O.K. remained dead for around a decade, but that changed during the “Taking A.I.M.” crossover in 1995. In that storyline, A.I.M. resurrected M.O.D.O.K. using the Cosmic Cube. Soon after, A.I.M. found itself up against both Captain America and the Avengers, while an unstable Cosmic Cube threatened reality itself. At the end of that storyline, M.O.D.O.K. headed into a trans-dimensional warp created by that powerful object, effectively saving the world in the process. 

Eventually, M.O.D.O.K. left the dimension to which he’d been transported by the Cosmic Cube and continued threatening Earth’s heroes. U.S. Naval Intelligence later captured M.O.D.O.K. and lobotomized him so that they might use him for their own aims. 

That wasn’t exactly the end of M.O.D.O.K., though, as the genius eventually took control over the body of a drug cartel leader named Damocles Rivas, AKA the Saint. This new M.O.D.O.K. set his sights on the Hulk, although he didn’t realize the Jade Giant’s death might unleash a biological plague on the world. In the end, Captain America and Sam Wilson, AKA Falcon, stopped M.O.D.O.K. However, they were unable to save Rivas, and M.O.D.O.K. took full control of their shared body.

At some point following that battle, M.O.D.O.K. escaped custody and once again began leading A.I.M. It was during this era that M.O.D.O.K. was forced to take on Sean Madigan, the son Tarleton had abandoned in his younger years. Monica Rappaccini took control of A.I.M. around this time, though M.O.D.O.K. eventually wrested it back.

M.O.D.O.K. Engineers the Fall of the Hulks

M.O.D.O.K.’s biggest storyline yet came with the crossovers FALL OF THE HULKS (2009) and its sequel, WORLD WAR HULKS (2010). In those intertwined storylines, M.O.D.O.K. and Samuel Sterns, AKA the Leader, formed the Intelligencia, a group made up of Earth’s most brilliant villains. The group soon enacted a shockingly successful plan to take over the world. 

Among other accomplishments, the Intelligencia turned General Thunderbolt Ross into the Red Hulk, resurrected Betty Ross and made her Red She-Hulk, and kidnapped the eight smartest men in the world. They also turned several heroes—including Captain America and Deadpool—into Hulkified versions of themselves using the Cathexis Ray Generator, a device developed by Doc Samson to transfer energy from one person to another. 

Despite the Intelligencia’s success, Banner and his allies ultimately reversed the damage done to those who’d been Hulkified and defeated the group. Amadeus Cho, who received a temporary upgrade to his mind, also reversed the transformation that turned Tarleton into M.O.D.O.K., making him a normal human again. Tarleton was then taken into custody.

Meet M.O.D.O.K. Superior

But that’s not where Tarleton’s story ends. During FALL OF THE HULKS, Ross discovered that M.O.D.O.K. had been creating clones of himself (which he lobotomized immediately) to use as a sort of organic computer. However, HULK (2008) #29 revealed that the original M.O.D.O.K. allowed one brain to grow organically as a failsafe in case he died. Using a potential doomsday scenario as cover, M.O.D.O.K.’s Life-Model Decoys finished creating M.O.D.O.K. Superior, a new version of the villain. Although his brain was a clone of the original Tarleton’s, M.O.D.O.K. Superior isn’t quite the same character, as he has fewer weaknesses due to genetic engineering.

This new M.O.D.O.K. proved just as villainous as his namesake, even working with a regrouped Intelligencia to capture Jessica Drew, AKA Spider-Woman. Later, though, M.O.D.O.K. found himself working with Strategic Homeland Intervention, Enforcement and Logistics Division, AKA S.H.I.E.L.D. Initially, M.O.D.O.K. intended to betray that group, but soon developed feelings for Maria Hill, which caused him to help her stop his former assistant, Snapper, from unleashing the monstrosities of a world called Tlön on Earth.

Since then, M.O.D.O.K. has gone on several adventures. Most recently, he began working with the anti-mutant organization Orchis against the X-Men. A version of M.O.D.O.K. called Mental Organism Designed Only for Control also appeared in CAPTAIN AMERICA: SENTINEL OF LIBERTY (2022) #9 when Rogers attempted to investigate a connection between A.I.M. and the Outer Circle, a powerful group controlling world governments in secret.

Don’t miss M.O.D.O.K.’s official MARVEL SNAP debut in the latest season, “Into the Quantum Realm,” out now!

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