Appearing in "Unholy Alliance"
- Kate Waynesboro (Briefly transformed into Ms. MODOK)
- AIM secret base, on the coast of Maine
- Gamma tracker
Synopsis for "Unholy Alliance"
The Abomination brings Kate Waynesboro to an A.I.M. facility in Maine. He is surprised to discover that A.I.M. has routed out M.O.D.O.K. and preserved the facility for their own endeavors. The A.I.M. agents discover that Kate is an agent of S.H.I.E.L.D., and decide to use her as the template for a new M.O.D.O.K. Unlike the previous M.O.D.O.K. however, this one will be completely subservient to A.I.M.
The Huk uses a Gamma-tracker and follows Kate and the Abomination’s trail to Maine. Outside of the cliff-side compound, he encounters M.O.D.O.K. The villain explains to him what A.I.M. intends to do with Dr. Waynesboro.
The Hulk bursts into the compound, but he is too late. A.I.M. agents place Kate inside of an alteration chamber, and when she emerges, she is a feminine version of M.O.D.O.K. known as Ms. M.O.D.O.K.
Ms. M.O.D.O.K. rebels against her A.I.M. creators and sides with M.O.D.O.K. M.O.D.O.K. pronounces the recreated Waynesboro as his new bride. They merge mental energies with one another in a bizarre display of shared intellect. Turning, M.O.D.O.K. attacks the Hulk and then the Abomination. Projecting a lethal dose of concentrated Gamma energy, M.O.D.O.K. disintegrates the Abomination before the eyes of his new bride. Ms. M.O.D.O.K. is repulsed by M.O.D.O.K.’s cruelty and turns against him. The two begin fighting one another, and the Hulk leaps on top of M.O.D.O.K. The villain shoots him with a mental blast and fires another blast at Ms. M.O.D.O.K. The bride falls backward into the alteration chamber and reverts back into her human form of Katherine Waynesboro.
M.O.D.O.K. continues firing blast after blast until he brings the entire laboratory crashing down. He then flies off and evades capture. The Hulk emerges from the rubble and pulls the unconscious Waynesboro to safety.
The misshapen Modok can't get a date - so he steals away the Hulk's lady-love and turns her into a female version of himself
- Bruce Banner now has control of the Hulk and its transformations since a series of bombardments of gamma radiation between Incredible Hulk #269–272. He retains this ability until Incredible Hulk #296.
- In this story there are two factions of AIM, a group in yellow costumes that up to this point were loyal to MODOK, and a group in blue costumes that broke away from MODOK's command. This schism first began in Ms. Marvel #7–10. Interestingly, MODOK commanded the blue AIM faction against the yellow. When MODOK regained control of AIM, a new blue faction, which opposed his rule, formed in Captain America Annual #7. The schism between AIM is ended after this story.
- The reason the Abomination is afraid of the Hulk is after his many defeats at the hands of his foe. The most recent defeat happened in Incredible Hulk #270.
- James Shooter is credited as "Master of Ceremonies" for this issue.