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George Tarleton, also known as M.O.D.O.K., is a minor antagonist in Ultimate Spider-Man, one of the secondary antagonists (along with Loki Laufeyson) of Avengers Assemble and a minor antagonist in Guardians of the Galaxy.

In Ultimate Spider-Man, he is a cameo antagonist in Season 1 and Season 2 and a minor antagonist in Season 3: Web-Warriors. In Avengers Assemble, he is the secondary antagonist of Season 1, a minor antagonist of Season 2, and Season 4: Secret Wars,

He is the leader of A.I.M., a former member of the Cabal and the arch-enemy of Iron Man.


Presumably the same origin as the comics, George Tarleton was a major scientist and genius working with A.I.M to synthesize a cyborg like entity with a computerized mind. He underwent a transformation that changed and deformed his body to fit his new mind, having to assimilate into an armor with weapon mechanisms and technopathic headband to enhance his form. He eventually becomes a cruel and intelligent master of A.I.M and one of the smartest characters in the Marvel Universe.



M.O.D.O.K. was seen in S.H.I.E.L.D.'s database for the most wanted criminals.

The Avengers Protocol - Part 1[]

M.O.D.O.K. accompanied Red Skull in his plan to swap bodies with Captain America. After Red Skull managed to hold off Iron Man after having teleported Captain America a secret location, M.O.D.O.K. teleported to the scene and delivered the final blow to Iron Man, before returning their headquarters.

In Antarctica, M.O.D.O.K. discovered the Avengers in pursuit, and attempted to shot to blow them out of the sky. When this plan proved to be futile, M.O.D.O.K. met the Avengers on ground level, and attacked Iron Man with his telekinetic powers. Before he could finish him off, Red Skull called for M.O.D.O.K. to return to base to help him complete his transference into Captain America's body.

When the Avengers arrived inside the facility too late, M.O.D.O.K. tried to hold them off, before being knocked through a wall. He awakened in time to forcefully remove Iron Man's armor and arc reactor to transfer it's life support to Red Skull, and the two teleported away.[1]

The Avengers Protocol - Part 2[]

As the Red Skull tested out his new battle armor, he began a lengthy speech on how and where the duo will destroy the Avengers. M.O.D.O.K. revealed that he had microbots hidden inside of Black Widow's escape vehicle and summoned them to possess every member, minus Iron Man due to the fact that his new armor could filter the small robots. The Red Skull and M.O.D.O.K. teleported to the Mansion, M.O.D.O.K. explaining his new technology and taking the individual members of the Avengers as his puppets as Red Skull located the Mansion's reactor. 

The Avengers soon began tearing up the front lawn to M.O.D.O.K.'s amusement and pondering why he couldn't have developed the nano-technology sooner. However, Tony Stark, dressed in full Mark 50 Armor, appeared and blasted M.O.D.O.K. with a repulsor to the face, sending him flying across the battlefield. After clearing the Avengers of the nanobots and explaining what they were and what he did, Iron Man left M.O.D.O.K. to be bashed by the Hulk. 

The Red Skull licked his wounds as M.O.D.O.K. made known his eagerness to strike again as his partner blasted him with a repulsor. He looked on as the Red Skull sent out drones to send a message to the most dangerous fellow villains in the world to create a "Cabal" to counteract the Avengers.[2]

Blood Feud[]

Super Adaptoid[]

Molecule Kid[]

M.O.D.O.K shows up in the city, having taken control of the Super Adaptoid built by Justin Hammer and uses it to absorb the powers of Aaron's molecule want. He nearly destroys the Avengers in a microscopic dimension before Aaron helps restore the wand's power and destroy the Adaptoid.

Hulked Out Heroes[]

In Deep[]

Beetle Mania[]

S.H.I.E.L.D. security footage shows Beetle springing M.O.D.O.K. from prison.

Contest of Champions: Part 3[]

M.O.D.O.K. became a participant in the Contest of Champions a game between the Grandmaster and the Collector. The Leader is the 5th smartest person in the world, ahead of M.O.D.O.K. who is 6th and Amadeus Cho is of course 7th.

Personality and Traits[]

Powers and Abilities[]

  • Enhanced Strength
  • Flight/Levitation: M.O.D.O.K is capable of self propelled flight. due to his seat having anti-gravity like capabilities.
  • Technopathy/Technokinesis: M.O.D.O.K.'s primary ability is to manipulate any form of software, computer data, electronics and computerized hardware. He can also telekinetically control it and its movements. His abilities have allowed him to control, disable and disassemble the Iron Man Armor repeatedly, as well as nearly killing Tony Stark by removing the Arc Reactor in his chest. When he affects Iron Man with his powers, it is shown to be considerably painful for the latter. He is also able to access the Super-Adaptoid.
  • Genius Level Intelligence: M.O.D.O.K's intelligence and mental faculties are higher than normal humans.
  • Psychic Force Fields
  • Telekinetic Force Blasts
  • Telepathy
  • Telekinesis
  • Telekinetic
  • Mind Control
  • Mind Reading
  • Mind Blasts



  • M.O.D.O.K Armored Hoverchair
  • Force Fields



  • Psionic Blaster

Background information[]

As opposed to his previous animated counterparts (especially the Avengers EMH rendition), this version of M.O.D.O.K shares more similarities towards the Marvel Cinematic Universe version of Armin Zola than the comic book incarnation of M.O.D.O.K.



Ultimate Spider-Man[]


Ultimate Spider-Man Infinite Comic[]
Marvel Universe Ultimate Spider-Man: Contest of Champions[]

Avengers Assemble[]


Marvel Universe: Avengers Assemble[]
Avengers Vs.[]
Marvel Universe Avengers Assemble Season 2[]
Marvel Universe Avengers Assemble: Civil War[]

Hulk and the Agents of S.M.A.S.H.[]

Guardians of the Galaxy[]


Season 2[]
  • Star-Lord vs. M.O.D.O.K.





  • The Leader is the 5th smartest person in the world, ahead of M.O.D.O.K. who is 6th and Amadeus Cho is 7th.
  • He appears in Disney INFINITY: 2.0 as a NPC.


  1. "The Avengers Protocol, Part 1". Man of Action (writer) & Eric Radomsky (director). Marvel's Avengers Assemble. Disney XD. May 26, 2013. No. 1, season one.
  2. "The Avengers Protocol, Part 2". Man of Action (writer) & Eric Radomsky (director). Marvel's Avengers Assemble. Disney XD. May 26, 2013. No. 2, season one.