Name George Tarleton
Gender Male
Weapon/Power Doomsday Chair
Affiliation Villain
Vitality 950,000
First Appearance Marvel vs. Capcom 3 (2011)
First Appearance in Comic Tales of Suspense #93 (Sep,1967)
Voiced By Wally Wingert
Company Marvel

"If you think I've evolved beyond the joys of murder, you'd be wrong!"

M.O.D.O.K is a villain from Marvel Comics, often appearing as an enemy of Iron Man, Captain America, and the Avengers. His name stands for Mental Organism Designed Only for Killing. He made his first debut in Marvel vs. Capcom 3: Fate of Two Worlds in the Marvel vs. Capcom series.

In Marvel vs. Capcom: Infinite, M.O.D.O.K. is the holder of Mind Stone, and presumably the head of a weaponized terrorist company fusion between an bio-organic company Umbrella and mechanical company A.I.M. known as A.I.M.Brella, as well as allying with the Dark Kingdom army consisting of Red Arremers and the monsters (including B.O.W.) infused with the stolen Venom Klyntar symbiotes led by the holders of the Soul Stone, Jedah and Dormammu.


Before George Tarleton became M.O.D.O.K., he was a scientist of average intelligence. He was working on an experiment to unlock mental potential for A.I.M. (Advanced Idea Mechanics). Somehow he became the next test subject and became M.O.D.O.C., or the Mental Organism Designed Only for Computing. Tarleton would eventually overthrow A.I.M. and go on to be a major problem for the likes of Captain America, S.H.I.E.L.D., Iron Man, and Namor the Sub-Mariner.

Powers and Abilities

  • Mutated into a living computer with almost unlimited knowledge
  • Powerful psionic blasts from brain
  • Doomsday chair supports his egg-shaped body with stubby limbs
  • Doomsday chair allows for flight and contains many weapons
  • Leader of AIM (Advanced Idea Mechanics) and has an army of loyal soldiers at his disposal


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"Mental Organism Designed Only for Killing. Now you know why."
—M.O.D.O.K.'s post-match quote

M.O.D.O.K. is one of the most unique defensive characters in the game. His keepaway gameplay allows him to overpower enemies while keeping a safe distance. All his normals help with his defensive gameplay, exceeding in range; some causes large knockback and/or wall bound while others can multi-hit causing a lot of hitstun.

Psionic Blaster can be easily spammed to frustrate any enemy attack, while Balloon Bomb helps him to dominate the battlefield, a very powerful zoning special. Analysis Cube is not only fast, but can be spammed; in addition, it empowers almost all M.O.D.O.K.'s specials, including one of his Hyper Combos, Hyper Psionic Blaster. He can also create a Barrier that blocks almost any attack.

Special Attacks

  • Psionic Blaster: A beam attack of pure telepathic energy that burns all in its wake. A stronger version can be fired if collected data is sacrificed.
  • Analysis Cube: A projectile attack that, when it connects, "collects data" from the opponent. This later multiplies to the power of the Psionic Blaster and its Hyper counterpart.
  • Barrier: A defensive attack that summons a shield. Bigger shields can be made by sacrificing collected data.
  • Battering Ram: A dash attack when he flies towards the opponent and it can to any direction: up, down, and across.
  • Balloon Bomb: A projectile attack that homes in on the opponent. If collected data is sacrificed, can cause opponent's controls to be scrambled when hit by the bomb.

Assist Attacks

Name Type Angle Cross-Over
α Barrier Shot Front Hyper Psionic Blast
β Balloon Bomb Shot Front Hyper Psionic Blast
γ Psionic Blast Shot Front Hyper Psionic Blast

Hyper Combos

  • Hyper Psionic Blast (Level 1): Fires a telepathic beam of energy to the opponent. Works in tandem with Analyze Cube, and releases "collected data" in the form of a beam. The more "data" has been collected, the more hits the beam deals, and the stronger it gets. However, unlike its regular version, the power of both attacks go back to normal after using it. With 9 Data collected, can be one of the most powerful Level 1 Hyper Combos in the whole game, inflicting a massive amount of damage.
  • Hyper Battering Ram (Level 1): Travels at quick speeds and rams the opponent. The durability of the attack can be lengthened by tapping the light punch button. The flying trajectory can be controlled with directional pad input.
  • Killer Illumination (Level 1): Grabs the opponent with mechanized tentacles and lifts them, frying them with surges of electricity. Can be mashed for additional hits and damage.


X-Factor Boosts Damage Speed
Level 1 135% 105%
Level 2 160% 110%
Level 3 185% 115%

Changes in Ultimate Marvel vs. Capcom 3

  • Jump attacks can be canceled by air dashes.
  • Number of hits in Killer Illumination can be increased through rapid button presses.

Theme Song

Marvel VS Capcom 3 - MODOK Theme04:16

Marvel VS Capcom 3 - MODOK Theme


NYCC MODOK Gameplay - MARVEL VS01:19



  • By my calculations, you'll be dead in seconds! (intro)
  • If you think I've evolved beyond the joys of murder, you'd be wrong! (intro)
  • So many ways to kill, so little time! (intro)
  • Where would you like me to send your corpse? Heh-heh-heh! (intro)
  • You are no match for M.O.D.O.K.! (intro)
  • Come on! Hahahaha! (taunt)
  • Come to me! (taunt)
  • Ahh... Your screams are like music to my ears! (match win)
  • Death is like candy! (match win)
  • Mental Organism Designed Only for Killing. Now you know why. (match win)
  • Now that's mind over matter! (match win)
  • All in this world are beneath me and must perish because of it.
  • Clearly you lack my intelligence, or you would've realized only a humiliating defeat awaited you.
  • They once called me M.O.D.O.C.-- but I'd much rather be "killing" than "computing"!
  • You have been bested by the world's greatest-- and biggest-- mind!

Special Quotes

UMVC3 M.O.D.O.K03:03

UMVC3 M.O.D.O.K. Quotes


Spoiler Alert
M.O.D.O.K's ending shows him back at A.I.M., asking his workers to bring him an object hidden in a box, which turns out to be Galactus' full sized Helmet. Looking very humorous wearing it, he asks his workers what they think of it, but they are unsure what to say.


A.I.M. Headquarters

A.I.M. Agent 1: As you requested, sir. From your battle with Galactus...

M.O.D.O.K.: Oooh. I've been waiting for this.

A.I.M. Agent 1: Um, M-M-M.O.D.O.K...?

A.I.M. Agent 2: Oh... My...

(scene changes to M.O.D.O.K. wearing Galactus' helmet)

M.O.D.O.K.: Ha-ha-ha! So tell me, fellas... How do I look?

A.I.M. Agent 2: Well, sir... You, um...

M.O.D.O.K.: Quit stammering and give me an answer! Now, I'll ask you again. How do I look? And be honest. I promise I won't kill you.


  • He also has a scheme that gives him pale skin and red eyes (which is how he was depicted on the cover of Super-Villain Team-Up), a scheme that makes him M.O.D.A.M. (makeup included), and a scheme based on his very first appearance. For Ultimate, he gets color schemes based on his blue appearance in What If #37 and Howard the Duck's M.O.D.O.T. (Designed for Talking). His Ultimate pre-order DLC costume is Elvis M.O.D.O.K. from Nextwave.
  • M.O.D.O.K. has been shown as both a serious threat and a humorous villain in the comics, and his appearance in MvC3 seems to blend in both sides.
  • M.O.D.O.K. was briefly mentioned in one of Captain America's win quotes in Marvel Super Heroes vs. Street Fighter saying "Modok is next on my list!"
  • M.O.D.O.K's ending shows him back at AIM, asking his workers to bring him an object hidden in a box, which turns out to be Galactus's full sized Helmet. Looking very humorous wearing it, he asks his workers what they think of it, but they are unsure what to say.
  • As referenced to her pre-fight quote, C. Viper seems to be aware of M.O.D.O.K. and looks to be hunting him down as a secondary objective.
  • Wesker seems to have an interest in M.O.D.O.K's structure; he sends Jill after M.O.D.O.K, with her pre-fight quote being "Target acquired", and after beating M.O.D.O.K himself, Wesker's after-match quote has him looking forward to "dissecting that ridiculously large brain of yours".
  • M.O.D.O.K's pre-fight quote to Arthur is calling him a "little creature with a surprisingly big head." Even though Viewtiful Joe sounds to be the most suitable person to be called such, M.O.D.O.K doesn't have a special quote with him.
    • However, he does have an after-match quote for Joe, saying "It pains me to hurt one with such a large cranium, but your verbosity left me no choice."
  • M.O.D.O.K is the only character to have a special quote before and after facing Galactus, When he starts, he says "Now I can add killing a god to my resume." When he defeats Galactus, he says "I must admit, I've had my eye on your helmet the entire time."
  • M.O.D.O.K. seems to be paired with Spencer. Both have modified their bodies in order to fulfill organizations goals.
  • M.O.D.O.K.'s new "Elvis" costume is based on the M.O.D.O.C.'s (Mental Organism Designed Only for Crooning) from the Nextwave series.
  • Much like Guile's and Hawkeye's themes, M.O.D.O.K.'s theme is starting to become an internet meme, some videos has been created, saying that "M.O.D.O.K's Theme goes with Trolling" like "Guile's Theme goes with Everything" and "Hawkeye's Theme Makes Anything Better", the videos show some scenes from games, shows or movies which include a character "trolling" another.


Also See

M.O.D.O.K.'s moves in Marvel vs. Capcom 3: Fate of Two Worlds

M.O.D.O.K.'s moves in Ultimate Marvel vs. Capcom 3

M.O.D.O.K. on the Marvel Wiki

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