George Tarleton was a brilliant young physicist from the steppes of Central Asia when his work brought him to the KGB's Secret Institute for the Advancement of Soviet Science. He worked with the preserved brains of madmen and criminals to find a cybernetic link to memory which would transcend death. The Red Ghost directed the Institute, and convince George to be his guinea pig in experiments designed to expand the human intellect by putting bio-mutated DNA molecules in George's cerebral cortex.

The Red Ghost bombarded George with isotopic gamma rays. George then met Alana Ulanova and fell in love. However, the Red Ghost loved her too and became jealous of George. The Red Ghost increased test dosages without telling George. George still married Alana despite the increased pain and suffering. The Red Ghost finished the cybernetic transformation. The Mandarin offered George a future in which he might be restored to normal.[1] Alana left him on a battle with Iron Man, which made him hate Iron Man enough to the point where he teamed up with the Mandarin.

M.O.D.O.K. appeared in Iron Man: The Animated Series.

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