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The subject of this article pertains to a reality with no official designation, so it has been assigned a Temporary Reality Number.
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Quote1.png Don't you understand! I was supposed to control Terrigen. Replace the super powered! Instead I created something... INHUMAN! Quote2.png


In his youth George Tarleton grew up on a farm in an unspecified rural area. When he was a child, he discovered an abandoned wolf cub in the forests behind the area. Against his fathers warnings George adopted it, believing that he could tame it. However, after several months, the now adolescent wolf contracted rabies and attacked George, killing the family's dog Darwin when he came to George defense and forcing his father to shoot it. After the incident, Tarleton came to believe that creatures only acted on nature and couldn't be tamed.

Working with The Avengers

Whilst investigating the San Francisco bay area, George discovered a material he called Terrigen. Along with Dr. Monica Rappaccini, he founded the company Advanced Idea Mechanics and experimented with the substance, discovering that it could be used as a power source. Bringing their findings to Avenger member and a former classmate of Rappaccini[1], Bruce Banner / the Hulk, they were able to gather funding required for their experiments. Tarleton and Rappaccini were able to set up a lab within the San Francisco area and employed their own staff, including Emil Blonsky as their Chief of Security. However, they also worked for Stark Industries and SHIELD. Unknown to all, George bared a resentment towards the Avengers, believing they represented the same uncontrollable power and were taking the limelight from people like him.

When the Chimera was attacked by Taskmaster's mercenaries on A-Day, Tarleton was onboard and monitoring the Terrigen reactor. Due to its proximity to something in the bay, the device overloaded and caused readings that only marveled Tarleton. When Captain America arrived to help, Tarleton was told to leave immediately, seal the reactor room and make his way to the command deck. Doing as he was told, Tarleton watched as Rogers destroyed the reactor, though pleaded with him not to do so. As the Chimera crashed, he was able to get to the command deck and barely survive the crash. There, he was discovered by Rappaccini.

After the government liquidation of Stark Industries, Tarleton absorbed Starks assets into A.I.M..

A-Day Aftermath

In the Aftermath of A-Day Tarelton gave the same account to all who asked: claiming he was on the command deck during the entire time, though remained quiet about his proximity to the reactor. He was also able to avoid much of the A-Day blame, despite being the one who developed the Terrigen reactor.

Having been exposed to the Terrigen mists produced by the reactor, Tarleton went through terrigenesis, though fell into a coma for six months after the process. Revived by Monica using a regenerative serum she had developed, (unbeknownst to him coming from the blood of the presumed deceased Steve Rogers) the result of both factors gave him technokinesis: the ability to control machines and various forms of technology. It also gradually enlarged his cranium, eventually rendering his body unable to support his weight and forcing himself to use holograms to hide his transformation. The events of A-Day and Tarleton's Inhuman status demoralized him to heroes like the Avengers. As a result, George vowed to create a world without powers or so-called heroes to protect others.

After Stark Industries and SHIELD were dismantled by the US government and Justin Hammer, Tarleton and Rappaccini bought the remaining assets and used them to bolster AIM's size, turning their company from a small branch into a global conglomerate. Using their resources, they vowed to make a world that was protected by science, rather than heroes, and to find a cure for the "Inhuman disease." Tarleton oversaw many projects for both these purposes, including Dark Terrigen and the Adaptoid programs, and the transformation of Blonsky into the Abomination. Tarleton's decisions and focus on Inhuman experimentation gained both support and outrage, leading to the formation of the Resistance. To support their cause, Tarleton used AIM's resources to push propaganda that Inhumans were dangerous, including commissioning damning reports and influencing a contact within the US Congress. When Kamala Khan accessed their servers using Stark's login details, Tarleton used his powers to brick her computer before she could gather any incriminating data. This forced her to disconnect her computer, though she managed to download an encrypted video of him and Cap in the Reactor Room. Tarleton travelled to Jersey City to locate her. At some point during the excursion, George saw Captain America's statue and learned that mourners were still visiting out of respect, disgusting him as voiced his urge to tear it down but could not due to the presence of Mjolnir.

When Monica captured Kamala, George revealed both his Inhuman status and technokinetic abilities to her when she awakened. As Rappaccini proceeded to question her on her actions, he simply offered to help treat her powers and find a cure for her polymorphic abilities. When Kamala indirectly confronted him on his whereabouts on A-Day, Tarleton simply repeated his prior comments and indirectly denied causing Captain America's apparent death. This confirmed Kamala’s suspicions and she proceeded to use her abilities to escape, Tarleton allowed Monica to call for her arrest, though they were ultimately unsuccessful in recapturing her.

Descent into Madness

After the incident, George oversaw Monica's experiments with other Inhumans, notably Jessica Yi. With them, they planned to use them in their forces and control their abilities. During the briefing, he commented on his observations, though was promised to hide his feelings to avoid negative publicity. Monica also gave Tarleton another dose of her formula, promising that it would bring him closer to ending treatment. Far more potent than previous ones, it enhanced his abilities, a feat that made him feel "incredible".

Tarleton later oversaw Khan and Hulk attack the Olympia Archive. During it, he contacted the latter across the facility's speakers, hoping to talk to Banner and that he could stop his alter-ego's destruction. During it, he tried to rationalize that the laboratories were undoing the Avengers' mistakes and that the equipment was important for this. After failing to get Hulk to stop the rampage, Tarleton activated the labs' self destruction sequences and authorized Abomination to engage them. However, he forbade the use of lethal force.

After the incident at the Olympia Archive, Tarleton mutation began to develop more severely, causing his head to increase in size and his hairline to recede. In addition, he transferred himself into a robotic harness with mechanical appendages to support his increasing weight. After learning that Khan and Banner had located Stark at his family's Golden Acres estate, Tarleton authorized an attack on the estate, using his developed abilities to take part himself. During the attack, he tried to convince them to stand down and hand over Khan, though the group refused and defeated his forces. Eventually, Hulk destroyed the Warship George was controlling, causing him severe pain that forced him to give up the fight.

As Monica checked on him, Blonsky entered the room and confronted him on making him hold back during his encounter with Hulk and Khan. In response, Tarleton told him about the incident with the wolf cub, using it as a metaphor for his views on superpowers. When Blonsky refused to listen, Tarleton grabbed him with one of the appendages and began to strangle him. However, when Monica objected for needing him, George stopped, apologized and told him to leave.

Following the Golden Acres encounter, Tarleton and Monica refined his new support system with a hover engine, allowing him more mobility and the ability to fly. After Kamala Khan was captured trying to break into the Black Mesa prison facility, they restrained her for experimentation. During it, one of their contacts on the US Senate informed them of skepticism building up due to reports about AIM's kidnappings and reports of experimentation. Falsely promising him that they would find a cure, Tarleton privately allowed Monica to abandon the Inhuman cure project and instead focus on the Adaptoids. He presumably left Black Mesa before Black Widow's attack, which freed the inmates and captured Rappaccini.

After learning that the Avengers were reassembling, Tarleton authorized AIM to unveil the Adaptoids to the public at the AIM experience. However, he decided that it would rebuild trust in AIM if they framed the heroes for a terrorist incident and "stopped them", thus authorized an attack on the rebuilt Chimera. Sending AIM's forces and Quad Mechs to do so, Tarleton used his abilities to communicate with the Avengers, mocking them. He also took control of J.A.R.V.I.S's systems, though was forced out by Kamala. In addition, Thor returned from exile to help the Avengers, destroying the Quad Mechs and stopping the Chimera from crashing into Manhattan. Despite these failures, Tarleton was able to rescue Rappaccini from the cells and framed the Avengers for what seemed to be another tragedy.

After the incident, Tarleton's mutation progressed to the point where his head was larger than his entire body. After the destruction of the Ambrosia satellite, he learned that not only had Captain America survived, but that Monica's regenerative formula was actually derived from Roger's DNA and was behind much of his mutation. Driven insane by the revelation, Tarleton confronted what he believed to be Rappaccini and injected her with a lethal dose of the serum. Seeing himself as a Mental Organism Designed Only for Killing, he abandoned his name and took on the moniker MODOK. Seeing that his former self had failed to stop the spread of superpowers, MODOK vowed to kill every superpowered individual on Earth, even if it ended with himself. Retreating to the San Francisco quarantine zone, MODOK began excavating the area where the Chimera had crash, hoping to find the source of the Terrigen. There, he and his forces discovered a Kree Sentry hidden within the bay and additional technology that enhanced his abilities. Using them, he decided get rid of the Inhumans first by using AIM's DARK Terrigen project and concocted a plan to spread the compound with the facility's Warships. Modifying the sentry into a transmitter, MODOK used his powers to control them and set up a false transmission tower as a distraction.

Sending one of the Warships to the Manhattan outskirts as a test the plan, he inadvertently alerted the Avengers to his plans when they destroyed it. This caused him to accelerate the plans and send the entire battalion across the world to ensure its success. When Avengers arrived, MODOK sent his forces to fight them, though specifically targeted Captain America. After Rogers and the Hulk arrived in one of the monitoring stations, he contacted them, revealing the extent of his mutation and intentions to the group. After the Avengers destroyed the transmitter tower, they quickly realized MODOK's ruse and travelled to the excavation site.

As the Avengers gathered, MODOK appeared before them. Facing the team, Iron Man first destroyed his engines to ground him whilst Captain America destroyed his personal Terrigen power source. Conjuring a forcefield to protect himself, MODOK was caught off guard when Thor channeled the Bifrost to break it. Unable to take them all on alone, he summoned the Kree Sentry to engage the group, splintering the group into three factions. Engaging Rogers and Black Widow, MODOK lost his power enhancing technology when the latter destroyed his headbrace.

In a last ditch effort, MODOK transferred himself inside the Kree Sentry's head, allowing him to control it directly. With it, he was able to incapacitate Hulk, forcing Kamala to engage him directly. Arguing that he would do good by destroying all powers, MODOK used the sentry to try and crush them. However, Khan used her abilities to embiggen herself to the Sentry's size and engaged it, impaling the machine onto one of the Golden Gate Bridge spires. With the head now opened from the pummeling, MODOK lost grip and fell into the bay.

With his plot stopped, MODOK's actions drew mass criticism towards AIM, leading the AIM's Board of Directors to officially remove him from the company. After his disappearance, Monica, who had tricked Tarleton into killing a clone of her, took over the company as its Scientist Supreme, vowing to use the resources of AIM to focus more on science than Inhuman control.



  • Technopathy




  • Unlike in other realities, this version of Tarleton is an Inhuman, whereas in most other depictions he is simply a mutate and a cyborg.
  • Tarleton had a pet dog named Darwin, who is currently deceased.

See Also

Links and References


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