The Origins of Marvel's MODOK Explained

This article is part of a directory: Ant-Man & The Wasp: Quantumania Breakdown

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The first movie in MCU Phase 5, Ant-Man and the Wasp: Quantumania releases in theaters on February 17, 2023, and will serve as the onscreen debut of the classic Marvel Comics villain known as MODOK. Billed as one of the biggest movies since Avengers: Endgame, Ant-Man 3 will be introducing two new important antagonists into the MCU - MODOK and Kang the Conqueror. While it's no secret that Kang is the overarching villain of MCU Phase 5 and beyond, those unfamiliar with deep Marvel lore may be curious - just who is MODOK?

Ant-Man and the Wasp: Quantumania's MODOK first appeared in 1967's Tales of Suspense #93, four years after Kang the Conqueror's Marvel Comics debut in 1963's Fantastic Four #19. Also known as Mental Organism Designed Only For Killing, MODOK is an egomaniacal supervillain whose giant head is armed with a host of mind-based powers — the most dangerous of which is his genius, almost clairvoyant intellect. Prior to his MCU debut in Phase 5, the iconic character has been featured in various other media. Most notably, this includes Hulu's MODOK, an animated tragicomedy series that was canceled after one season, and the Marvel's Avengers video game, in which he served as the main villain.

MODOK's Comic Book Origin And History

Who is MODOK in the comics? George Tarleton was simply a human guinea pig used by AIM, whom they eventually turned into their Mental Organism Designed Only for Killing. Due to AIM's experiments, Tarleton's head grew to a freakishly large size thanks to the increased super intelligence they gave him, growing so big that he needed a floating chair to be mobile. He was also given powers of techno-kinesis, which means that he can remotely control technology with his mind. MODOK served as AIM's lead tactician and strategist, as his intelligence nearly borders on precognition.

Marvel's Avengers' video game version of Tarleton pretty solidly mirrors the comics, like his eventual final form and powers. It's also a nice touch that they had Tarleton kill Captain America aboard the Chimera at the beginning of the game, seeing as how MODOK was primarily a Cap villain first, before becoming a foe to any and all heroes in the Marvel Universe as time went on. However, it is interesting that Tarleton was always in seat of power at AIM, serving as its founder along with Monica. In the comics, it was only after he became MODOK that he forcibly took control of AIM, as he had become too powerful for them to handle. The MCU's MODOK in Ant-Man and the Wasp: Quantumania, however, will have an incredibly different origin — especially since there's no MCU George Tarleton.

MODOK's Role In Marvel's Avengers Game

Prior to appearing as an MCU villain in Ant-Man 3, Marvel brought MODOK off the page in the 2020 Avengers video game. While there are plenty of bad guys and Avengers villains in Marvel's Avengers, the primary antagonist is Dr. George Tarleton, the head of Advanced Idea Mechanics, which took over as the world's premier peacekeeping force after the tragic events of A-Day, which dissolved SHIELD and disbanded the Avengers for five years. Since that time, Tarleton has been evolving. As the game progresses, Tarleton embraces his new identity as the classic Marvel villain MODOK.

This version of MODOK deviated somewhat from the comics, but not as much as the MCU. In the game, Tarleton was introduced to players as a scientist working with SHIELD and the Avengers Initiative. Much of his work was focused on Terrigen crystals, which they were using to power the engines of their newest helicarrier, dubbed the Chimera. Unfortunately, a darker game was afoot with Tarleton's colleague Monica Rappaccini, AIM's Scientist Supreme. Both wanted to experiment further for their own desires for power and recognition. Due to the unstable nature of the crystals, they caused a chain reaction in the helicarrier's engine, while simultaneously paying Taskmaster to stage an attack on the Golden Gate bridge to keep the Avengers busy.

In the aftermath, San Francisco faced immense devastation, the helicarrier was destroyed along with Captain America, and the crystals became a gas that granted several different civilians with powers of their own, turning them into Inhumans. The day was known as A-Day, and the Avengers disbanded. In the wake of their failure, Tarleton and Monica created AIM, filling the void and creating a robotic peacekeeping force that also worked to capture and "cure" the Inhumans whom they believed were "diseased". As previously mentioned, Tarleton transforms into MODOK over the course of the game, thanks to Monica's treatments for the injuries he sustained on A-Day.

Who Is MODOK In Ant-Man 3

MODOK engages his battle mode in Quantumania trailer

After Marvel's Avengers and Hulu's canceled MODOK animated series, Ant-Man and the Wasp: Quantumania will be serving audiences MODOK's first live-action movie appearance, in which the giant-headed evil genius will be played by actor Corey Stoll. If the name sounds familiar, that's because Stoll previously played Darren Cross/Yellowjacket back in the first Ant-Man movie. Cross was the former Hank Pym apprentice who stole genius Hank Pym's technology to found Cross Technologies, and was later presumed dead after he grotesquely shrank to a subatomic size in the ending of Ant-Man.

Based on the Ant-Man and the Wasp: Quantumania trailer, Ant-Man 3's MODOK and Ant-Man's Darren Cross/Yellowjacket could very well be the same person. Though Cross' fate in Ant-Man leading to him transforming into MODOK never happened in the comics, this strange new MODOK origin story actually makes sense for a MODOK variant in the Multiverse Saga. In any case, Kang the Conqueror is definitely not the only villain to keep an eye on in Ant-Man and the Wasp: Quantumania. As an evil genius and master strategist with a history of usurping power, MODOK could secretly be one of the biggest villains in MCU Phase 5.

Next: How Did [SPOILER] Survive To Become The MCU MODOK?