This article, George Tarleton (Earth-61615), is property of MarvelousMarty.

Character Template HelpHelp.png
Real Name
George Armstrong Tarleton
Current Alias

M.O.D.O.K. (Mobile Organism Designed Only for Killing), M.O.D.O.C. (Mobile Organism Designed Only for Computing), Scientist Supreme of A.I.M.,
Johann Schmidt, Red Skull


Advanced Idea Mechanics (founding member and co-leader); formerly a founding leader of the Movement Alliance (defunct)


Base Of Operations
Mobile, including most of A.I.M.'s remaining active headquarters across the globe, most recently the island of Barbuda; formerly A.I.M. headquarters in Raleigh, North Carolina


Variable (as M.O.D.O.K.); 5'8" (as Tarleton)

Variable (as M.O.D.O.K.); 165 lbs (as Tarleton)

White, (as M.O.D.O.K.); Brown (as Tarleton)


Unusual Features
Cybernetic head with no permanent body; formerly an over-sized head


Marital Status

A.I.M. leader, terrorist; former A.I.M. agent, technician, and head researcher (supreme scientist); former would-be conqueror

Mathematics degree, possibly higher

Human mutate

Place of Birth

First appearance
Last appearance

Modern Comics:
Iron Man
Vol 1 13
Modern Comics: Avengers International
Vol 1 15


Quote1.png I have nothing to fear, for no such thing is and will ever be as powerful as I am, the magnificent M.O.D.O.K.! Quote2.png
-- M.O.D.O.K.

Early Years

George Armstrong Tarleton was a skilled technician and an enthusiastic mathematician prodigy from Erie, Pennsylvania. Using his remarkable and extraordinary knowledge, he was eventually recruited by his childhood friend and college associate, Aldrich Killian, into joining his own radical scientific organization, in which he named A.I.M. (Advanced Idea Mechanics) and worked with them. As an immediate response to his friend's offer, George gleefully accepted Killian, gaining him the recognition as a significant founder and member of the scientific agency during the end of the late 1990s.

A Rejected Concept

Tarleton, as a head researcher and a Scientist Supreme at the Advanced Idea Mechanics

Following the next few years, George had worked on experiments within his research division towards the specific field of unlocking mental potential through the theoretical use of an advanced energy source, while Killian and his workplace partner Maya Hansen had pursued their scientific work leaning more towards improving genetic editing through the main use of nanotechnology, subsequently leading to the eventual development of the enhancement program known as Extremis. Unbeknownst to George and everyone else at A.I.M., the Extremis was a main ingredient in his secret plan to monopolize the War on Terror.

Unfortunate to George, the Extremis program became more successful as it progresses for the next few years, wherein it finally was chosen by the executive board as their main current project that would be supportively funded by several sponsors from different conglomerates, instead of George's work, whose ideas had also gained a lot of skepticism within the organization, seeing George's ideas as more of a fantasy, rather than a work of science. George even tried to convince Killian to give him more time and another chance to prove him that his concept could still work, only to be pitifully rejected by the latter.

Chitauri Invasion

In the wake of George's humiliating failure in contributing to the rising scientific organization, Killian tried to persuade him by helping them improve and upgrade the enhancement program regarding the instability the Extremis causes to its user, once they decided to overuse it. George even synthesized a formula and has successfully figured out on how to solve this dilemma, though he never revealed not even a slight of detail to anyone about this formula, or the fact that it even existed in the first place, since he still made the decision to ultimately leave the scientific department nonetheless, much to Killian's disappointment to see his old friend go.

During the following months after George's resignation at A.I.M., he was nowhere to be seen by those who knew him across the United States but was later revealed to be travelling across Europe, searching for more possible answers to support his work on the improvement of the mental potential. On his month-long expedition, he then had learned of an ancient and mysterious relic in a museum in Germany, which had drastically gained his attention and interest, revealing to be a "mythical" or mystical artifact by the name of "Cosmic Cube," a relic that was merely thought to be an encasement of the Space Stone, with most not knowing that the one used by Loki was only one of its few kind across the universe.

At the very time George was currently on his flight back to New York, when he first witnessed on television the ensuing battle between the Earth's Mightiest Heroes and the incoming extraterrestrial forces summoned by Loki through a wormhole, called the Chitauri. While most passengers around him inside the plane were watching in horror to see the massive destruction ongoing, George's attention and interest was instead taken by the powerful energy source at the roof of the Stark Tower, which has been the one responsible for creating the wormhole, knowing that it could be the Cosmic Cube, the very thing he first learned of back in his exploration in Germany.

Aldrich Killian's War

Ever since George had seen the Cosmic Cube on television, he finally sought his second chance at proving that such powerful device exists, and with it, hoping that he could finally get Killian and A.I.M.'s help to assisting him in his scientific work. Following that realization, George decided to contact A.I.M. once again several times, only to find out that he was disgracefully blacklisted by his former fellow fellow superiors as a member of the scientific organization, pretending like he was never a part of A.I.M. in the first place.

Because of this, George decided to call his old friend Killian himself, and insisted for the both of them to meet face-to-face back to the same place when he first recruited him to be a part of his corporation. During their short-lived reunion, George's efforts of convincing Killian has still failed nevertheless, with Killian responding that he never needed any of his work and help since he started working on Maya Hansen's Extremis formula. Out of rage towards Killian, George tries to punch Killian, only to be hit back by the latter in his empowered Extremis form, severely injuring him. A weakened George tries his best to warn about the instability of the the Extremis on his body and the possibility of it killing him, although Killian told him that he have never felt better. Afterwards, Killian left George lying on the ground after "politely" calling an ambulance to come to his aid.

Salvaging A.I.M.

Only a few weeks since they last met, George was just leaving his hospital bed when he finds out a breaking news about a recent battle that has occurred at Norco, a decommissioned oil tanker that Killian bought for his own agenda against none other than Tony Stark himself, Iron Man. George had also found out that his old friend and rival was stated as presumed dead at the scene after his failed mission of killing the hero during the Battle of Norco.

At first, George felt truly sorry for Killian, though he thought of him as a reckless fool for not thinking of his schemes really carefully, which had led to his downfall in the end for not trusting George enough. At the start of that moment, George knew another new way he could finally make his scientific goal turn into reality, by salvaging and leading the remaining remnants of A.I.M. into his own hands. At some point later in time after Killian's War had officially ended with his death, George was able to somehow finally claim his desired position as the new supreme leader of Advanced Idea Mechanics, and was free to fully pursue his goals without anyone standing on his way.

Finding the Blueprints

For the next several months since George had become the succeeding leader of A.I.M., he and his science division had been continuously researching to find an effective way in recreating a strong energy source as powerful and consistent as the one back in New York during the conflict of the Avengers with Loki and the forces of the Chitauri. George even used the Chitauri energy core, the energy source that powers most of the Chitauri weapons that were left in the aftermath of the battle across New York, but its energy wasn't compatible enough to recreate his desired device. George also used several versions of the Arc Reactor, including the latest versions, previously developed by Stark Industries, though the testings still failed despite their best efforts.

After more than a few experiments to recreate his own version of the Cosmic Cube, most of George's testings still failed, right until he and A.I.M. discovered something that he would something refer to as a "miracle." When agent and Avenger Black Widow released all of S.H.I.E.L.D.'s files on the Internet to stop Hydra from accomplishing Project Insight, George was one of the individuals who were patient and intelligent enough to hack and decrypt the files pertaining to the classified information of the Tesseract, the name of the Cosmic Cube that was used by Loki during the notorious Chitauri Invasion. As he opens the digital files to the Tesseract, George was in the state full euphoria and satisfaction as he sees all the blueprints of the Cosmic Cube, finally accomplishing his ultimate goal for finding a way to create his own version of the latter.

Ultimate War

When George and his team were currently building their own version of the Cosmic Cube inside an unspecified A.I.M. laboratory, their special secret project was eventually discovered by a mysterious individual who proclaims himself as the former Hydra leader during World War II, Baron Heinrich Zemo. Immediately alerted by the sudden arrival of the intruder, George prepares to activate his emergency weapons system, instantly aiming at Zemo. The latter seemed strangely calm, persuading George that he comes to a peaceful proposition, not just to help George himself, but would also guaranteed the success of his entire organization on whatever program or project they were currently working on, especially their ongoing project on building the synthetic Cosmic Cube based on different cosmic energies that A.I.M . had gained access to.

George finds his invitation flattering and convenient at first, though he immediately asked Zemo what the catch would be if he accepted to join in their ranks. Zemo chuckled in response, although he would hate to lie about it, admitting that the catch would be A.I.M.'s participation and coordination within the Movement Alliance, as a part of Zemo's empire's ultimate mission towards global domination and their concept of the new world order. In the end of their unexpected meeting, George have come and agreed with the terms from Zemo, sealing their deal, welcoming A.I.M. into the Movement Alliance.

Invasion of the United States

During the unexpected emergence of the Movement's forces throughout the globe on its first few days, George unleashes his countless armed forces throughout the United States for the next days. From powerful upgraded tanks to technologically-advanced jets, they started to cause chaos and destruction from the state of Georgia without any signs of remorse nor hesitation, reaching Alabama, Florida, and several areas of its neighboring states, covering the following cities in total darkness due to the terror they kept on spreading.

With their ongoing invasion across several states on the next several days since the first day of the Movement, George would also command his armed forces to forcibly recruit some individuals whom they would encounter and identity as someone who was either a gifted or genius intellect according to his recent invention, which was an accurate intelligence-measuring device. While his military faction were doing his job for him, George and his science division had only found out that the synthetic Cosmic Cube has finally been finished after a full-week of creating it. At, their headquarters was raided by another fellow military group, revealing themselves to be Hydra, much to Tarleton's confusion.

Waging a One-Man War

George and his subordinates tried their very best to defend themselves and the Cosmic Cube, but the latter still failed, and their efforts were in vain. As an outcome of the ambush, most of the people inside the facility were slaughtered in the process, leaving George and only a few others to suffer their great loss after experiencing the sting of betrayal first-hand. George also tried to keep the Cube to safety despite his condition, only to consequently fail at the hands of the man who he trusted, who was none other than the infamous Red Skull, only to be the one who betrays him. George then tells Schmidt to end his suffering since he has already failed to use his creation, albeit Schmidt willingly chose not to, implying that dying was too easy for him, sadistically believing that he should see his failures affect him first, before he gets Schmidt's permission to die.

However, only moments after Schmidt and his forces have left the area, it has been revealed that George was expecting the recent assault on the facility all along when he said that Schmidt was only right "less than one percent," showing to his surviving subordinates that he has been keeping the real Cosmic Cube all those time (holding it with a pair of special gloves), implying that the one Schmidt had instead taken a less-consistent decoy version he created for safety purposes. George then calls his armed forces to immediately start their organizations "endgame protocol" against the Red Skull and Hydra's countless legions, and activates his mobile device, launching a massive tank-like vehicle that he rode afterwards, along with his fellow members where they proceeded to travel throughout the invaded city of Raleigh to wage his own war against Hydra or whoever tries to get in his way.

Completely Surrounded

As they enter the weaponized vehicle, George slowly places the Cube to an engine cradle, finally powering up of the entire vehicle. On their way to Washington to cause more havoc using their massive Cosmic Cube-powered tank along with the rest of his armed forces to their assistance, he came across a group of heroes, led by the X-Man Shadowcat and the Avenger Hawkeye, who have arrived at Richmond, Virginia to confront the large war machine. Feeling too paranoid that the heroes' arrival would obviously and easily thwart his endgame plan to end Hydra in his own hands, George ordered his forces to willingly open fire at them.

The rest of the armed tanks continuously fire, to which the heroes defended themselves while they courageously combat all the incoming militia, coming out of their designated vehicles. While the battle between both forces goes on, George was still on the verge of protecting the Cube, causing for him to abandon the rest of his men by restarting the engines of the massive tank, while he continues to set his course to Washington state. While the sacrifice of his men were seemingly paid off, seeing that George was close into reaching the location, when his path was once again blocked by Colossus and Spider-Woman. The two heroes charge at the tank trying to damage it, only to be thrown off by an energy blast powered by the tank, knocking both of them out. Little did George was aware of, his tank was already infiltrated by someone, and as he turn his back, he finds himself confronted by the purple-clad Avenger himself, Hawkeye.

Attaining a Higher Form

George tried to defend himself for the cube using both his slight knowledge in combat and his invented firearm, but he was no match for the martial arts master and was taken down easily after taking a few hits. After the moment George was taken down, Shadowcat tried to remove the cube from the cradle to disable the tank from making its way to Washington, only to fail after discovering that her intangibility was not enough to pick up the powerful cosmic weapon. Hawkeye then interrogates George angrily, questioning him on how he was able to hold the cube, only to hear George maniacally laugh, implying that the gloves he was wearing was already damaged critically (since it could only be used at once).

Without Hawkeye and Shadowcat knowing immediately, George knew that the tank couldn't sustain the cube much longer, expecting that it the tank would collapse and explode at any moment. Because of this, George had a leap of faith to grab the cube with his own grasps, and decided to use it with the intent of killing both the heroes with it while they were still inside the moving tank. At first, George could only felt so much power and knowledge having the cube in his hands, only to lately notice that it also seemed to be unstable at that very moment, seeing that the cube slowly turns from bright blue to magenta. Despite this discovery, George still ignored the latter and proceeds to aim the cube at the two as it slowly releases a powerful energy blast strong enough to obliterate them.

With one last action to stop George, Hawkeye responsively fires at the powerful relic with a vibranium arrow, subsequently causing the cube core's damaged condition to worsen even more, much to George's panic and outrage. Because of the sharp-shooter's response, the cube's core finally collapses and was expected to explode in any second. Shadowcat then immediately pulls herself and Hawkeye out of the tank using her powers, just as the Cosmic Cube finally explodes along with the massive tank itself, finally preventing its course to Washington, apparently killing George in the process and ending A.I.M.'s threat once and for all during the Ultimate War.

Supreme Resurgence

Tarleton in his first original altered form, drastically mutated by the synthetic Cosmic Cube, before eventually calling himself the self-proclaimed M.O.D.O.K.

Ever since George has apparently perished during the end of Ultimate War, the mad scientist was thought to have been recorded as deceased for the next few years by both the public and the authorities, not knowing that the Cosmic Cube he created had actually saved his life, rather than killing him. The effects of the cube had also taken George to an undiscovered island within the Caribbeans, giving him a place for refuge and settlement in the meantime. Despite his miraculous survival, the cube had mutagenically altered George into a super-intelligent being, with his massive cranium was too much for his frail body to support.

Because of this, he decided to telepathically-control a few selected individuals he discreetly kidnapped, consisting of randomly selected people across the United States who currently has a low record of fame, popularity, or any sort of attention among their peers, to forcibly work for him in creating several devices of his design, the first one being a "hover chair" that he previously had designed during his days as a scientist supreme of A.I.M., as a main support to his immobility. This transportation device would eventually be dubbed by his first adversaries as the "Doomsday Chair." Along with it, George had made his attempt on reforming A.I.M., which has last seen since they've surrendered to the authorities after his apparent death at the end of Ultimate War, once again. During his oversimplified plan to reform the scientific research organization, George had first freed all of his surviving members from their designated prison facilities without immediately alerting the authorities regarding their sudden disappearances, in which they were all temporarily brainwashed and had been taken to a private yacht on their course to the remote island named Barbuda.

During George's reunion with his former workers, two of the former members were horrified to see George's transformed form and decided to escape the abandoned lab, only for George to enter a fit of rage feeling insulted, instantly killing them by shattering their entire nervous system, much to the horror of the others. Before anyone else could have started to panic, George calmed down the rest of them, telling that they would receive the same fate if they'd do the same thing. A slightly-nervous but also skeptical member asked George what to call them now that he was a "different thing," suggesting that it would be M.O.D.O.C. (Mobile Organism Designed Only for Computing). In response, George had also killed the former, not out of being offended by his question, but due to his irritation towards that member, implying that he had exactly remember him as one of the biochemists who used to despise him before, though he thought that his suggestion wasn't that bad at all. George still answered the question towards the rest nonetheless, now proclaiming himself as the super-genius M.O.D.O.K. (Mental Organism Designed Only for Killing).

Ends of the Earth

As a result, the Avengers International later be facing would be their last known enemies as a publicly-supported team, A.I.M., in Chicago, led by the insanely powerful Graviton and M.O.D.O.K., the large-headed mastermind who was later revealed to be the responsible perpetrator for secretly assassinating the more infamous Red Skull and subsequently having to remotely taking over his already lifeless body (with Schmidt's consciousness later revealed to have been stored in the Framework simulation) in order to lure the Star-Spangled Legend into his palms as a part of his unveiled plan. Unbeknownst to everyone, A.I.M.'s invasion of America would be personally the greatest and last ever mission throughout more than eighty years of the legendary Captain America in order to defeat M.O.D.O.K. and fully prevent his grand plan to transform the country into what they perceived as the "perfect future." Thankfully, Tarleton's defectors under the leadership of former A.I.M. head Monica Rappacini had reluctantly joined forces with the Captain along with the rest of the Ultimates as they aimed to thwart Tarleton and Hall's ultimate goal, which they considered to be the pure quintessence of evil, believing that A.I.M. could still change into a contributive force in helping the world for the better in a more altruistic and charitable approach.

As the patience and perseverance proved to be the hero's greatest strength, Captain America returned into the real world after his imprisonment in the Framework, knowing how to take down the very empire A.I.M. has been trying to build across America, a persevere and determined Captain confronted Tarleton in the flesh, who has now transferred his very consciousness into a metallic (primarily composed of Adamantium-Carbonadium among other strong and durable alloys) body, and fought him face-to-face with his own fist and iconic shield until it shatters into pieces, leaving nothing but Rogers to relies on his mind, heart, and fists to stop Tarleton's catastrophic endgame from being unleashed onto his home country. Rogers initially promised that he would always free and redeem his enemies, but he realized that Tarleton was already beyond saving, rather believes he should be relieved from the very pain and suffering he was experiencing since he cheated death (during Ultimate War) which irreversibly rendered him insane as the intelligently-superior M.O.D.O.K.

He sorrowfully apologized to his final enemy, before relieving Tarleton of his suffering after finding a way to destroy his body and shut him down for good, thus ending both his unending internal agony along with what could've been its cataclysmic consequences on his home. Tarleton's consciousness dies out as his metallic body and system failed to support him any further, leaving. Despite M.O.D.O.K.'s fall, however, the latter's death revealed to have triggered a post-mortem protocol to release the future techno-organic creature swarm into the heart of America. With his allies eventually thinking the swarm attacking America was inevitable, Rogers thought otherwise as he thought of the only possible solution, sacrificing his life as he has always done since the beginning of his journey as a super-solider, but only this time, the great Captain America ultimately lost his life as A.I.M.'s floating island explodes of Barbuda in the middle of the Atlantic Ocean, away from any population of any state or city.

Powers and Abilities


Mental Organism Designed Only for Computing: M.O.D.O.K. possessed one of the most brilliant minds on the planet. He was created by A.I.M. sacrificing his body for one of the worlds largest brain. He possesses enhanced intuition, pattern solving, information storage and retrieval, and logical and philosophical structuring. M.O.D.O.K.'s ability to predict probable outcomes of tactical and strategic scenarios was so advanced that it bordered on clairvoyance. His intuition was heightened to the degree that his hunches were almost always correct. M.O.D.O.K. had a perfect memory with the ability to recall every moment. His vast intellect made him one of the few beings who can comprehend and build tools and weapons of extraterrestrial origin, most notably the universally-powerful Cosmic Cube.

  • Super-Genius Intelligence
  • Psionic Powers
    • Telekinetic Force Blasts
    • Force Fields
    • Telepathy
    • Mind Control
  • Technopathy
    • Consciousness Transferral
  • Flight
Power Grid [1]
Energy Projection
Fighting Skills
* Higher levels are ratings with access to his robotic bodies


  • Genius Intelligence
    • Mastery over Mathematics
    • Philosophy
    • Expert Analytic
    • Skilled Hacker
    • Master Technician
    • Master Inventor
    • Knowledge on Robotics

Strength level

Class 13+


  • Immobility
    • Reliance to his Computer System
    • Reliance to his Robotic Bodies
  • Hubris & Megalomania



  • Advanced Mobile Computer System
  • M.O.D.O.K.'s Humanoid Bodies
    • Vibranium-Adamantium Synthetic Body
  • Blueprints of the Tesseract (formerly; deleted)
  • Doomsday Chair (formerly; destroyed)
  • Cosmic Cube of A.I.M. (formerly; merged with Tarleton)
  • Cosmic Cube Decoy (formerly; stolen by the Red Skull)


  • A.I.M. Uber Tank (formerly; destroyed)


  • Various conventional firearms
  • Various invented firearms


  • No special notes.
  1. Modern Comics: Avengers Vol 2 13


  • No trivia.

See Also

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Links and References

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