FILE 93: M.O.D.O.K.

Chapter One: In the Beginning…

We know little of the early life of George Tarleton. Born in Bangor, Maine, USA, he grew up to be a seemingly unremarkable individual. Caucasian, of average height and build, brown haired and brown eyed, and of average intelligence, he grew to adulthood without gaining a criminal record, and with little to distinguish him from his peers. But one thing we can infer about Tarleton is that he was dissatisfied with the society around him and sought to change it, and was willing to use subversive means to achieve these ends. For at some point prior to his fortieth year, George Tarleton joined the ranks of AIM.

AIM, an acronym of Advanced Idea Mechanics, was a terrorist organisation dedicated to world domination through scientific means. The genesis of AIM is in the infamous terrorist organisation HYDRA, conceived by Nazi war criminal the Red Skull (see file 7: The Red Skull), and birthed and reared by his oft-times ally, Baron Wolfgang von Strucker (see file 5: Baron Strucker). Strucker organised a group of scientists to develop weapons and technology for HYDRA, and this group eventually became publicly known as AIM, although they were believed to be a legitimate business organisation. Their affiliation with HYDRA, and indeed the very existence of their parent organisation, remained a closely guarded secret. But then, in the latter part of the century, HYDRA, which had suffered a major defeat at the end of the war, re-emerged, rebuilt and stronger than ever, and still under the leadership of Baron Strucker. Strucker's wartime arch-foe, Sgt. Nicholas Fury, had gone on to become Colonel Fury, head of SHIELD (originally Supreme Headquarters International Espionage Law-enforcement Division), a top-secret organisation set-up to combat terrorism. It was HYDRA's natural enemy. In its first strike against SHIELD, HYDRA was defeated, and AIM, still officially unconnected to HYDRA, counterattacked by trying to discredit Fury. They failed, and were exposed as the subversive organisation they were. This was a major setback. But then, an opportunity presented itself, which would allow AIM to become an organisation in its own right, and no longer a scientific lackey to its parent organisation. HYDRA again struck at both the world and SHIELD, but this time Strucker himself took personal charge of the operation. HYDRA had created the Death-spore virus, a lethal plague that they intended to unleash on the world from their artificial island base. SHIELD again defeated them, and this time Strucker was killed by his own foe. With the destruction of HYDRA Island, HYDRA was routed. And AIM was left to its own devices…

AIM swiftly established its independence, and began following their own agenda of world domination through scientific means. During this period, they achieved more than during the remainder of their existence, and it was at this time that they produced their three greatest creations. The first was the Cosmic Cube, a device that enabled its wielder to alter reality by the power of thought alone. The second was the Adaptoid, an artificial being animated by a shard of the Cosmic Cube, which could adopt the appearance and powers of those around it. However, it swiftly absorbed the powers of the super-hero team the Avengers, re-christened itself the Super-Adaptoid, and fled from the influence of AIM. The third creation was MODOK.

The MODOK project was conceived by AIM's then scientist supreme Lyle Getz, and was designed to create a living, thinking computer. Some accounts state that MODOK was always intended as a weapon, "the deadliest weapon in our arsenal!" [Lyle Getz]. However, AIM scientist Dr. Clinton, one of those who worked on the creation of the cosmic cube, would later reveal to the Red Skull that MODOK was created specifically to control the Cube. Whatever the reason, AIM designed and built the "Alteration Chamber" which would be used to turn one of their number into a living computer. Tarleton was selected at random and against his will, and was forced into the Alteration Chamber. What emerged was barely recognizable. The chamber increased his cranial mass by a huge amount, increasing his height from 5' 8" to 12', and increasing his total body weight from 165lbs to 750lbs. So massive was his skull that he was unable to support its weight: from this moment on, he would be confined to the specially constructed magnetic-powered hover chair designed to support the weight of his head. But with the increased size of his brain came a vast intellect and hugely destructive psionic powers. What happened next is not totally clear, but it would change AIM forever. According to MODOK himself, as the Alteration Chamber was opened, Getz gleefully christened his creation MODOK, an acronym of Mental Organism Designed Only for Killing. MODOK, horrified by his grotesque new form, slew Getz immediately and within an hour had seized control of AIM and established himself as its leader. But if Dr. Clinton is to be believed, MODOK served AIM for a time, carrying out his function of psionically probing the cosmic cube, until it drove him insane and made him turn on his creators. Yet another account suggests that Getz originally named his creation MODOC, an acronym of Mental Organism Designed Only for Computing, and that MODOK changed his own name after slaying the Scientist Supreme. However it happened, MODOK was born and assumed control of AIM. This was to bring him swiftly into conflict with both SHIELD, and one of America's greatest super-heroes…

Chapter 2: Enter: Captain America:

SHIELD agents within AIM had heard the name MODOK, but did not know what it meant. But what was clear was that whoever or whatever MODOK was, AIM considered it to be extremely dangerous. Concerned that AIM had developed some new super-weapon, SHIELD assigned the task of infiltrating SHIELD to Agent 13, real name Sharon Carter, one of their best agents. Carter quickly reached AIM's headquarters via the simplest possible means. She allowed herself to be captured. Although AIM knew that she was a SHIELD agent however, they did not realise what they were letting themselves in for. Because not only was Carter an extremely capable agent, she was also involved in a close relationship with Captain America.

Captain America was Steve Rodgers, a sickly young man who had been unable to sign-up to fight for his country during World War II due to ill health. Seeking to serve America in other ways, he volunteered to be a guinea pig in a super-soldier program, and was injected with a super-soldier serum developed by a Prof. Reinstein. The serum increased his physical prowess to the peak of human fitness. Donning a costume based on the colours of the American flag, he was given the name Captain America and became the first successful American super-soldier. He was also the last: Immediately after he received the serum, a Nazi spy assassinated Reinstein.

Captain America, often assisted by his sidekick Bucky, real name James Buchanan Barnes, fought the Axis powers throughout WWII, often clashing with the evil Red Skull, Hitler's lieutenant and the menace whom Captain America had been created in response to. But although he achieved many victories, neither Captain America nor Bucky would see the end of the war. As it drew to a close, they fought a final battle against old foe and Nazi scientist Baron Heinrich Zemo. Whilst trying to defuse a missile launched by the Baron, Bucky was killed. Captain America survived, but plunged into the icy waters of the artic ocean. The intense cold, coupled with an unexpected side effect of the Super-soldier serum, cast him into a state of suspended animation, in which he remained until he was found and revived by the fledgling super-hero team the Avengers.

Although Captain America immediately became a vital member of the Avengers, he also began to work for SHIELD, having met Fury during the War. It was whilst working for Fury that he first met, and began to fall in love with, Agent 13. This being the case, he immediately leapt to the rescue when she was captured by AIM. Fury's agents had discovered that AIM's base was a giant sub-marine, which was presently nestled in a ravine on the seabed. Fury provided Captain America with the approximate coordinates, and a one-man SHIELD submersible known as a mini-cruiser. Within seconds of sighting the AIM craft, the sub-marines formidable array of sensors detected the Captain. A small missile was launched which penetrated his waterproof craft and released a powerful sedative gas into its air supply. Within the space a minute, Captain America was rendered unconscious and was brought aboard the sub-marine. Awakening, he found himself pinned to a conductive plate by magnetic force: thus imprisoned, he watched as Sharon Carter was brought in, to join him in execution. But AIM had already made several errors. The first was to keep both Carter and Rogers alive this long. The second was to leave Agent 13 in the clothes she was wearing at the time of her capture. And the third was to let her get close enough to Captain America for the anti-polar material of her SHIELD-designed overalls to negate the magnetic field holding him prisoner. Swiftly subduing their captors, the pair went in search of Captain America's Shield, which had attracted the interest of AIM scientists. The Shield had been forged in the forties from an alloy of the alien sound-wave-absorbing metal vibranium, and a second, unidentified, alien metal, which was effectively indestructible. Recovering his weapon, Captain America prepared to leave with Agent 13. She refused to leave however, until she had completed her mission and discovered who or what MODOK was. She swiftly found out, as a fire had broken out as a result of the damage caused by herself and Captain America. This had attracted the attention of AIM's leader, who addressed his underlings from behind an electronic screen. But as Carter prepared to fire at the screen, an AIM agent appeared behind her and the Captain, whom he shot in the back with a paralyzer ray. Unable to concentrate on shooting MODOK whilst Rogers was in danger, she turned away from the screen and was swiftly captured. Forced by MODOK's psionic abilities, she walked towards his communication screen and swiftly vanished through a transmat portal concealed in the floor beneath her feet. Meanwhile, the AIM agents were preparing to dispose of Captain America, but were stopped by dissension in the ranks. As one AIM underling prepared to execute Rogers, another reminded him that only MODOK could give the order to dispose of a prisoner. Angrily, he rounded on his colleague: "MODOK! How much longer must we serve the one whom we ourselves created?" Dissent towards MODOK's rule had been growing since his takeover of AIM. Realising that fate had delivered into their hands the perfect weapon to use against MODOK, the AIM troops placed the prone figure of Captain America on the transmat pad. After all, they reasoned, he would have little choice but to fight their hyper cranial master if he wished to save the girl. Their assessment was correct. As Captain America materialised in MODOK's inner sanctum, he prepared to face his foe, the effects of the paralysis ray having faded away. But even as he leapt to his feet, a psionic blast struck him down again, and for the first time, he came face-to-face with MODOK. Immediately, MODOK realised that despite his vast mental powers, his opponents were too dedicated to the cause of freedom for him to effectively control. He decided to kill them. Realising that Captain America was in any case attempting to goad him into action in order to find a weakness in his defence, MODOK attacked him first. Unleashing a mental beam, he used he to latch onto Cap's raised shield and lift him off the floor with it. As he followed this up with a stun-shock beam, a concussive blast that sheared the steel floor beneath his enemy's feet, and a heat beam, Captain America began to realise just how dangerous MODOK was. Desperately, he hurled his shield at MODOK, but to no avail. Unable to move faster than the speed of thought, he watched helplessly as MODOK stopped the shield in mid-air. But even as defeat seemed inevitable, another factor entered the fray. The AIM dissidents had sneaked up on MODOK's sanctum whilst he was distracted and now they unleashed a volley of explosive shells at both Captain America and MODOK. Captain America, alerted to the danger by Agent 13, dived to safety. MODOK was less fortunate. Taken by surprise, he reacted too slowly to erect a mental barrier. The shots ripped into his chair, destroying it and leaving him helpless on the floor. Dismissing MODOK, the AIM rebels attacked Captain America and Agent 13, but were swiftly overcome. Realising that the rebels must have planned their escape, the two SHIELD agents fled to the waiting escape sub, subdued its occupants and fled the AIM submarine. Meanwhile, MODOK lay helpless in his inner sanctum. Wishing to die a suitably dramatic death, he unleashed a mental beam at the sub-marine's emergency detonator, located in the ceiling of his sanctum. From their escape sub, Captain America and Agent 13 watched, as the AIM sub-marine was ripped apart by the blast.

But MODOK did not die. Realising at the last moment that his formidable mental powers could save him, he erected a telekinetic force field around himself and raised himself up out of the blast. Once free, he sent mentally sent a sonic signal to loyal agents at a second AIM base. Rescued and restored to leadership, he began to plan anew. And it would not be long before he sought to avenge his defeat at the hands of Captain America…

Chapter 3: The Cyborg and the Bulldozer:

Captain America was not alone in surviving the end of WWII in suspended animation. His archenemy, the Red Skull, also survived and on re-emerging he immediately re-ignited his old rivalry with the Sentinel of Liberty. Once already, the Skull had gained possession of the all-powerful cosmic cube. He had been defeated then, but now he had obtained the cube a second time. Both Captain America and his new ally, the Falcon, were on the verge of defeat, as the Cube-wielding Nazi faced them in a desert of his own making. But unbeknownst to all three combatants, fate, in the unlikely form of MODOK, was about to intervene. Now based on a small island, he was in charge of a revamped AIM, complete with new uniforms. Concerned by the danger that Red Skull presented, MODOK had decided that AIM's greatest creation should be destroyed, rather than remain in his hands. To this end, he ordered the manufacture of a Catholite Block, which had been designed to negate the Cube's power. Activating it, he caused the Cube to disintegrate, but not before the Red Skull used the remaining vestiges of its power to effect his escape. With the threat of the Skull averted, MODOK was now free to concentrate on other matters.

Professor Paul Fosgrave of Manning University had devised a revolutionary new set of atomic equations. If applied correctly, their potential was awesome. MODOK decided that they must belong to AIM. To this end, he placed two agents, designated R-1 and R-2, on the University Campus disguised as students. He also armed them with the hypno-beam, one of the most potent weapons in AIM's arsenal. MODOK's plan was that his agents would use the hypno-beam to influence a student to incite unrest amongst his peers. They would then use the cover of the ensuing rioting to kidnap the Professor, leaving the agitated students to take the blame for his disappearance. Choosing Mart Baker, the University's most respected student, the two AIM agents set about their task. But for a second time, MODOK had reckoned without SHIELD.

Colonel Fury had caught wind of something rotten in the state of Manning, he decided to manipulate Captain America into investigating it for him. Realising that the Captain would come looking for Sharon at some point, Fury programmed SHIELD's new slumber chair to show Captain America images of unrest, and a newspaper advert for a job as a physical education teacher at Manning. The slumber chair was designed to induce sleep in its occupant, and then to influence said occupant's dreams. It worked perfectly. As Rogers arrived at SHIELD's base hidden beneath a New York barbershop, Fury explained that Agent 13 was in the field and offered the Avenger a seat. The next day, in his civilian guise as Steve Rogers, Captain America arrived on the Manning University campus, vaguely aware that he had been manipulated, but seeing the mission as an opportunity to kill time until Carter returned. He immediately encountered Mart Baker who was attacking Professor Fosgrave. Rescuing Fosgrave, Steve discovered from him that the students were protesting for a better education, but that of late they had become violent. Intrigued, he accepted the position of physical education teacher. His timing could not have been better. As he stepped out onto the campus once more, Baker and a group of his cronies approached the members of staff, demanding that his student committee be given control of the campus. Within minutes, a riot was in progress. But Steve Rogers' suspicions were aroused. He had noticed that a student known as Grizzly and his associate were continuously egging Baker on. He had taken note also of the stories of Baker's sudden change from a respected, articulate student, to an aggressive riot-leader. Changing into his Captain America uniform, he leapt into the fray, hoping to break the riot up without necessitating police involvement. He did not go unnoticed.

MODOK was monitoring the events on campus from AIM Island, presumably via cameras planted by his agents. Infuriated by the appearance of his old foe, he realised that the time to strike was now. Ordering his underlings to contact R-1 and R-2, a.k.a. Grizzly and his friend, he instructed them to kidnap Fosgrave without delay. Still disguised as students, they seized Fosgrave at gunpoint in front of the crowd. At the sight of the guns, even the hypnotised Baker began to come around. But to Captain America, the guns meant something more:

"The minute I saw your guns I put two and two together……and added it up to …AIM! No one else has guns like that!"

Realising that their cover was blown, the two AIM agents fled to the college roof with their captive, were they had a portable helicopter waiting, leaving Mart Baker free of the influence of the hypno-beam. With their leader no longer inciting them, the students stopped rioting just as the police arrived. No longer needing to worry about the students, Captain America was now free to concentrate on the kidnappers. Pursuing them to the roof, he swiftly overcame the first agent with the aid of Mart Baker, but the agent known as Grizzly was already taking off with the Professor. Unable to reach his shield in time, the Avenger instead seized a fallen AIM gun, and shot the propeller in half. As the AIM agents were taken away, the campus administration, advised of AIM's involvement by Captain America, agreed to grant amnesty to the rioters and peace returned to the University.

MODOK was enraged. Being defeated by Captain America once was bad enough. Being defeated twice was unconscionable. Eliminating Captain America became AIM's number one priority. MODOK sent agents A-14 and A-12 to assassinate Captain America, knowing that they would fail. Attacking him in an alley whilst wearing full AIM uniform, they could not fail to make it clear that MODOK had sent them. Captain America realised immediately that MODOK must have known they would not succeed, and allowed them to escape to face his wrath, settling for the capture of their weapons instead, which SHIELD would want to study. MODOK had anticipated this too however, and the captured guns disintegrated to nothing. It was when A-12 and A-14 returned to MODOK's base, that real plan became clear. A-14 was eliminated on arrival, but A-12 was offered an alternative to MODOK's standard price for failure. He was given the option of submitting to an experiment, which would turn him into a Cyborg, a fusion of man and machine. Faced with death if he refused, he made the choice to become the Cyborg, as MODOK had known he would.

Of course, MODOK could have merely forced any AIM agent to submit to the Cyborg treatment, but he chose instead to engineer a failed assassination attempt on Captain America instead. The main reason for this was to create in the Cyborg a desire for revenge: had Captain America not defeated him, he would still be fully human. I believe also that a part of MODOK which he would he certainly would not be willing to admit to, wanted a reason to force the Cyborg treatment on a subject, rather than arbitrarily forcing it on a random agent, as submission to the MODOK project was forced on George Tarleton.

Meanwhile, Captain America was being reunited with Sharon Carter, who had returned from her field mission. As they embraced, Steve begged her to make it her final mission. With Fury's grudging permission, she agreed. Leaving them to get reacquainted, Fury went to survey the street outside the barbershop. The first thing he saw was the Cyborg. MODOK's processing had made the Cyborg formidable indeed. Drawing power from a micro-wave energizer hidden beneath his skin, the Cyborg had greatly increased strength, and smashed his way into the Savings bank opposite the disguised SHIELD base with ease. As a security guard tried to stop him, he dazzled him with beams of light emitted from his eyes, and watched by Captain America, Nick Fury and Sharon Carter, he seized the money from the bank, and made his exit by walking up the side of a shear wall before anyone could react fast enough to even attempt to stop him.

Phase two of MODOK's plan had been successfully completed. Captain America had witnessed the destructive might of the Cyborg. On returning to a nearby AIM field base, he was ordered by MODOK to discard the money. Such material things were of no further use to the Cyborg, who was revelling in his newfound powers. Having passed the test with ease, MODOK now put the final part of his plan into motion. In the SHIELD headquarters, Sharon Carter received a message seemingly from Fury, instructing her to send Captain America to meet him at 211 East Carter Street. Contacting Cap, she swiftly passed on the message. And then Fury walked into the room. Realising that it was not he who had sent the message, Carter immediately set off to intercept Rogers. Arriving before him, she came face-to-face with the Cyborg. To her foe, she was nothing more than a distraction. But before he could dispose of her, his true quarry arrived. Immediately, bars slammed down over the exits from the building. AIM had prepared well, and Captain America now faced not only his formidable opponent, but also a gauntlet of traps. Fleeing from the Cyborg's eye-beams, the Star-spangled avenger fled up the stairs, but as he did so, they switched to a smooth slope and sent him sliding into a pit below. With the walls closing in, Captain America desperately struck out at where he thought the mechanism controlling the walls was located. Damaging it, he was able to escape as the walls began to rotate. Now, he faced the Cyborg again, but this time he was ready. Smashing a water pipe with his shield, he dropped a live electricity cable into it. Standing in the puddle, the Cyborg caught the full force of his blast. With his micro-wave energizer shorted out, he was rendered powerless. Whilst all of this was occurring, MODOK had been watching from nearby. But Fury and his agents had found out about AIM's presence in the city and arrived just as Captain America felled the Cyborg. Unwilling to face them himself, MODOK fled. But he had at least achieved a small victory. When Sharon had rushed to Cap's aid, she had broken her promise to him not to get involved in fieldwork. Unable to trust her and unwilling to watch her endanger herself, he turned his back on her and walked away.

MODOK was infuriated at yet another defeat. Unwilling to let Captain America go unpunished for constantly thwarting him, MODOK planned revenge yet again. It would turnout to be his cruellest attack yet. Following the crisis on Manning University campus, a man asking him to give a televised lecture on television had approached Captain America. Unbeknownst to the avenger, the man was in actual fact an agent of an android replica of the late Baron Strucker, although the robot itself apparently believed itself to be the genuine article. Years later, it would emerge that the robot was constructed by criminal robotics genius Machinesmith, who himself possessed an artificial body. A third AIM agent who had remained on the campus to observe events recognised the man as a lackey of HYDRA's former leader. Interestingly, it would appear that MODOK himself believed that this was the genuine Strucker, back from the dead. The ersatz Strucker's plan was to launch a public attack on Captain America on air, thus humiliating him. To this end, he hired three professional super-villains to attack the avenger in the studio. The three villains he chose were Captain America's old sparring partner Georges Batroc, a master of Savate, the mutant Whirlwind (real name David Cannon), who was able to spin his body at tremendous speed, and the Porcupine (real name Alexander Gentry), who wore an armoured spiked costume of his own design. Despite this formidable opposition, Captain America overcame his opponents, thus thwarting the Strucker android's plan. MODOK realised that Strucker would seek revenge, and mentally locating him, discovered that he intended to personally attack the Sentinel of Liberty. It was at this point that MODOK devised his own plan. But to carry it out, he would require the services of one of the world's most gifted robot makers. He contacted the absolute monarch of the European nation of Latveria, the infamous Victor von Doom [see file, Dr. Doom]. Doom recognised MODOK immediately, although they had never met. Realising that the arrogant DOOM would not easily agree to help him, MODOK appealed to his vanity by challenging him to build an android, which would be indistinguishable from the human it was designed to resemble. Doom agreed and built the android replica MODOK requested. It was Bucky Barnes.

The death of Bucky at the end of the war had haunted Captain America from the moment he had awoken from suspended animation, primarily because he felt guilty that he had allowed his young friend to die. His guilt had been partially alleviated by the death of War Criminal Baron Heinrich Zemo, who had emerged from retirement in his South American retreat to seek revenge on hearing the news of Captain America's return. Tricking Cap into thinking that Bucky had, after all, survived, and then revealing the truth to him was bound to break his spirit and would serve as a fitting revenge for MODOK's past defeats. Transporting the robot to his base, MODOK next set about planting the idea of using a Bucky doppelganger against Captain America in the mind of the android Baron Strucker. MODOK's plan worked beautifully. Not only was Captain America convinced that his old friend had returned, but his current partner the Falcon had been alienated as a result. Now, as "Bucky" sat behind Captain America on his motorcycle, MODOK delivered the coup de grace by programming the robot to kill Rogers. MODOK knew that either Captain America would die, or he would win the fight and think that he had killed his partner a second time. But MODOK had failed to take into account the sheer brilliance of Dr. Doom. So well constructed was the android that not only did it look and act like Bucky, it had also started to think like him. Unable to kill the man whom it had inherited so many good memories of, the robot disrupted its own programming, activating the automatic destruct control built in by Doom in case of emergency. Not only had it failed in its mission, but also the manner of its destruction revealed its true nature to Captain America, who realised that he had been duped.

Furiously, MODOK slaughtered the AIM technicians who had worked on controlling the android. His most elaborate revenge strategy to date had failed, and to make matters worse, he had realised that his hatred for the avenger stemmed as much from envy of his tall, handsome form as from his continuous thwarting of MODOK's plans. It is at this stage that we catch our first glimpse of MODOK's desire to alter his grotesque appearance, but it is not the last. But before he would seek a means of improving his appearance, he would first launch another attack at Captain America. Using his mental powers, he telepathically located both Captain America and the Falcon, once more his partner. MODOK's plan was again to discredit Captain America, this time by making him seem to be a symbol of oppression. Reprogramming the alteration chamber, which had originally created him and had also spawned the Cyborg, MODOK created a new servant, the golem-like Bulldozer. The Bulldozer was constructed of clay, and was implanted with voice circuitry that allowed it to speak. The Bulldozer was transported to New York by an AIM transport and dropped near the end of the Lincoln Tunnel. Fighting its way through, it made its way to its programmed destination, Harlem. MODOK's plan was simple. The Bulldozer began to destroy the run-down slums whilst chanting slogans such as "AIM must befriend the oppressed". With the on looking public believing the Bulldozer was on their side, Captain America was unable to stop it without making himself seem like an oppressor himself. But if he did nothing, the Bulldozer would continue his path of destruction and Cap would be blamed for doing nothing. MODOK was certain that this plan could not fail. Deciding to be present for his greatest victory, he took his private transport to New York and watched from an abandoned church overlooking the carnage, which AIM had previously obtained. But by now, Captain America, realising that MODOK had created the Bulldozer, had decided to take the battle to its source. He contacted Tony Stark, billionaire industrialist and secretly Iron Man, one of Captain America's fellow Avengers. Stark immediately set to work constructing a portable energy detector to locate the Bulldozer's power source. Redwing, the Falcon's trained Hawk, collected the package and delivered it to Cap and his master. The detector revealed that MODOK himself was controlling the Bulldozer by mental commands. Using another function of Stark's device, Cap was able to jam the Bulldozer's commands, reversing its instructions. Instantly, it began to approach the church concealing MODOK. Racing ahead of it, Captain America once more came face-to-face with AIM's leader.

As before, on board the AIM sub-marine, MODOK unleashed his mental powers at Captain America. This time, he was ready and easily blocked the attack. Desperately, MODOK aimed his hover-chair's jets at the avenger, but by now the Falcon had also appeared and MODOK had nowhere to run. And then once more, an agent of AIM undid him. It was the Bulldozer, who was desperately seeking new commands. Flailing wildly, he began demolishing the old church. Captain America and the Falcon fled, but MODOK was less lucky. As rubble fell around him, his chair became trapped in the debris. The old church collapsed, burying both MODOK and the Bulldozer. For the second time, Captain America left MODOK for dead.

But again, MODOK's mental prowess saved his life. Instantly hurling up a mental barrier as the church collapsed, he then telekinetically drove a tunnel into a hidden chamber his underlings had excavated beneath the church. From there, he boarded a monorail beneath Harlem, which he had ordered to be constructed some time before. The monorail was crewed by an every-ready team of synthetic humans, who were merely a fraction of an army of such beings he had prepared in case his human agents again betrayed him. The monorail transported him to a waiting nuclear sub-marine on the bottom of the Hudson river, also crewed by synthetics, and from there MODOK was transported to his New Orleans base, an entire facility run by his android army. From this base he began to plan his next move…

Chapter 4: The Prince, the Despot, and the Cosmic Cube:

AIM collapsed. Following Captain America's public defeat of the Bulldozer in Harlem, the organisation believed that its hideous leader was dead. Glad to be free of him, the agents of AIM scattered. As we shall see, some of these would later form AIM splinter groups of their own, but for the present at least, AIM was no more.

MODOK was unconcerned by this. Irrationally holding his underlings responsible for his past defeats and no longer willing to depend on human lackeys, he was content to remain in his New Orleans base, served by his loyal android army. Besides, he had another reason for remaining at this stronghold. The Cosmic Cube was there. It had not long remained destroyed following MODOK's use of the Catholite block1, and was now in his hands. This would be an excellent tool for destroying Captain America. However, MODOK's desire for revenge against the Captain had already cost him several defeats, and almost, his life. Realising that another attempt might cost him more than he could afford to lose, MODOK decided to temporarily abandon his vendetta. Secure in his new headquarters, he was content to bide his time and work on new projects.

But AIM was not alone in believing MODOK dead. Doctor Doom had learnt of the events in Harlem, and had believed the tales of the demise of AIM's Master. More importantly, he had discovered the location of the Cosmic Cube in what he mistakenly believed to be an abandoned AIM base. He decided to steal it. At this point, we must take a brief look at the past of Victor von Doom. Born a gypsy, his tribe had been wandering through the European country Latveria, when Doom's father Werner had been asked by a Latverian Baron to use gypsy magic to heal his sick wife. Werner failed, and Doom's tribe had been forced to flee for their lives. Werner and Victor had fled separately, and Werner froze to death as they struggled through a harsh winter landscape. Doom had sworn on his father's deathbed to avenge him. As he grew towards adulthood, Doom was granted a scholarship to State University in New York, after its Dean had learnt of a Gypsy who had made considerable scientific achievements whilst building weapons to defend his tribe. At State University, Doom met the man who would become his greatest foe, Reed Richards, future leader of the Fantastic Four. Doom's mother Cynthia had been a gifted practitioner of the mystic arts, but had foolishly tried to bargain with Mephisto [See file, Mephisto]. The subsequent chain of events had led to her death, but her soul had become imprisoned in Mephisto's domain. Searching for a way to release her, Doom had spent long hours studying the arcane texts he had inherited from her, and whilst at University he attempted a forbidden experiment, which would combine both science and sorcery. Richards however, learnt of this and realised that Doom had made a miscalculation. The arrogant Doom refused to believe his rival and went ahead with experiment. The ensuing explosion scarred his cheek. Doom, always egotistical, considered this a hideous disfigurement, and coupled with his expulsion from the university, this lead him to an irrational but powerful hatred towards Richards. Following this, Doom set out to increase his arcane knowledge further, and eventually arrived at the home of a forgotten order of Tibetan monks. Whilst training with them, he ordered the construction of a suit of armour, which would both hide his scarred face and give him a suitably forbidding appearance. Impatiently, he donned the mask whilst it was still hot and permanently ruined his face.

It was to repair his face that Doom, now the King of Latveria, sought to use the Cosmic Cube. But he had a problem. As formidable as he was, he knew that raiding an AIM base, even an abandoned one, was no easy task. He needed an ally. However, an ally suitable for the task would be hard to come by. Although the American super-heroes were capable of the task, they would certainly not be willing. During his attempts to both defeat the Fantastic Four he had fought many of the heroes, and besides this he was well known for his desire for world conquest. Whatever else he wanted it for, they would certainly not risk delivering into his hands a device that could enable him to achieve those ends. In any case, Doom needed an ally worthy of his station. He chose Prince Namor, the Sub-Mariner.

Namor was a hybrid. His father was Leonard McKenzie, the Captain of a ship, and his mother was Princess Fen, a member of Homo mermanus, a marine offshoot of humanity who dwelt in the legendary city of Atlantis. Namor's hybrid nature gave him unique attributes. Although the Atlanteans were blue-skinned, he inherited his father's skin colour, but he had the strength borne of a race whose bodies could withstand the pressures of the ocean floor, and he shared their longevity. Also, he was an amphibian, equally able to survive on land or in the sea, although he needed frequent contact with water in order to maintain his super-human strength. Finally, unlike both of his parent races, he could fly thanks to tiny wings located on his ankles.

During the 1940s, Namor had waged war on mankind in revenge for the pollution of the seas. But when World War II broke out, he had realised that the Nazis were a threat to both land- and sea-dwellers alike, and teamed up with Captain America, the original Human Torch, and a handful of other heroes, to fight the Axis powers. Later, after the war, during a confrontation psychic criminal Destiny (real name Paul Destine), he had lost his memory, and had wandered America as a derelict for years, until the second Human Torch, Johnny Storm of the Fantastic Four, had recognised him and returned him to the ocean, thus restoring his memory. For a time, Namor had again attacked the surface world, but of late he had spent more time with his people in Atlantis and less time attacking humanity.

But now, Namor was again an amnesiac. This was a result of seeing his long-lost father, whom he had recently discovered, die in his arms2. Again wandering America, he arrived in Chicago, were he was found by a young woman named Cindy Jones, who took pity on this handsome stranger and offered him food and shelter. Meanwhile, Doom watched from the shadows. He had been trailing Namor for several hours, and was watching over him until the moment came to approach him. Now, he decided to knock on Cindy Jones's door. Namor answered and despite his amnesia, immediately recognised Doom. Once before they had been allies3, but on that occasion Doom had betrayed the Sub-Mariner. Whilst Namor was unable to fully recall this, a flood of disturbing memories assailed him. In anger and confusion, he attacked Doom. Having been away from the ocean for several hours, Namor's strength was reduced, but he was still powerful, and since Doom needed his aid, he had to fight carefully, trying to convince Namor that he meant him no harm. Eventually however, it was Cindy Jones who ended the fight by pleading with Namor to stop. Now able to talk to him, Doom offered them both his hospitality at the Latverian Embassy.

Doom explained to Namor that he had located AIM's last emergency base, and that he expected to find a weapon of considerable power there. Agreeing to help, Namor boarded Doom's private jet, and the two Monarchs, accompanied by Cindy Jones, set off for New Orleans. As they neared the base, automatic defence systems activated, and opened fire on the jet. Doom however, had expected this and returned fire, destroying the defences. Confidently, he assured his two companions that they would have little further trouble. With MODOK dead, he could not threaten them. Even Doom admitted that if MODOK were alive, he would not attempt this raid: "MODOK was a brilliant foe. One of the finest minds, one of the coldest souls…"

Alone in his base, MODOK chortled with glee. As Doom's craft had passed through the detection beam, which had triggered the base's defenses, MODOK had tapped into its communications systems and had overheard the occupants' converstion. Guessing that Doom was seeking the Cosmic Cube, he saw this as the perfect opportunity to gain revenge on Doom for his "failure" the with the Bucky Barnes robot3. He also had plans for the Sub-Mariner…4

Meanwhile, Doom's craft had landed. But a hitch had occurred. Doom had agreed that Jones could travel with them as far as New Orleans, but now he ordered her to depart. Namor, refusing to be apart from the girl who had helped him, flew off with her in his arms, abandoning the Doctor. Annoyed that Namor had abandoned him, and genuinely concerned for the Sub-Mariner's safety, Doom sent his crewman Franklin after him wearing a rocket pack, both to monitor him and to ensure that he did not injure himself. Franklin quickly had cause to contact his master. Cindy had taken Namor to meet her old friend Arlene. Once, she and Cindy had been drug dealers and prostitutes, forced to do the bidding of their pimp, "Brother" Johnny. Even as Cindy asked if he was still around, he entered the room and pulled a gun on Namor. Namor was bulletproof, but as he leapt at Johnny, Franklin, acting on Doom's orders, entered the room and took advantage of the confusion to kidnap Cindy. Now, Doom had a hostage to use to force Namor to help him. With Cindy safely secured aboard his ship, Doom went to retrieve Namor, who was now being threatened by police officers. Not wishing to risk a battle with one of the world's premiere super-villains, the officers allowed to Doom to leave with Namor. Boarding Doom's flying sled, the pair departed. Doom regretted having to blackmail a man whose friendship he would value, but he was determined to get hold of the Cube. Equipping Namor with a backpack, which would emit signals to guide him, Doom sent the Sub-Mariner into the AIM base to scout ahead. The entrance to the base was located beneath the Gulf of Mexico, and as Namor descended into the element in which he was most at home, Doom's jet, designed to be amphibious, followed him. As Namor searched, he quickly came upon more automated defenses. A cannon fired, and struck Namor at point-blank range, hurling away into the ocean. At the same time, Doom's craft was encountering similar resistance, but was using its missile array to destroy the defenses. Having done this, it extended drills from its bow and began to burrow through the ocean floor. As it emerged into a chamber in the AIM base, a pair of steel doors slammed shut behind it. Doom had gained his entry.

Namor too was entering the base. As he had lain stunned on the seabed, a similar pair of doors had opened nearby. Deciding that he had nothing to lose, he accepted the obvious invitation. As he made his way along the tunnel in which he found himself, a voice from speakers in the ceiling greeted him. As he followed it to its source, a set of lights switched on, illuminating the hideous form of MODOK. As he greeted Namor, he realised the Prince was genuinely shocked at the sight of him. The irony of this amused MODOK. His plan was to use the Cosmic Cube to free himself from his grotesque body - by swapping bodies with the Sub-Mariner5.

MODOK's android lackeys swiftly overcame Namor, despite his valiant struggles, and took him to the room containing the Cosmic Cube. Meanwhile, Doom had remained aboard his ship, since it had become painfully obvious that MODOK was all too alive. Unfortunately, the ruthless Latverian Monarch had developed a genuine liking for Namor. On hearing MODOK's announcement of the Sub-Mariner's capture, Doom yielded to his demands and left the ship. As the two confronted each other, Doom demanded that he be given the Cosmic Cube. Denouncing Doom as a fool, MODOK unleashed a bolt of pure mental force at him. Doom's armour, capable as it was of protecting its owner from most attacks, withstood it. MODOK responded by ordering his androids to attack.

Meanwhile, Namor was still restrained below. As an alarm began to sound he realised that, to his surprise, Doom had decided to answer MODOK's challenge. Deciding that this was the best time to affect his escape, he requested a drink of water from one of his android captors, which had been ordered to keep him alive. As the water restored his full strength, he broke free with ease and destroyed his robot guards. As he prepared to escape, he realised that the Cosmic Cube must be located nearby, and located a switch, which raised the shield that sealed the chamber containing it. He gazed in awe as the Cube was revealed.

In the complex above, Doom had destroyed MODOK's army and once more faced MODOK himself. MODOK however had prepared for this and teleported to safety, continuing to confront Doom via a monitor screen. Enraged at being called a peasant by him, Doom swore to locate and defeat him. But first, he would locate the Cube. Using a sub-molecular disintegrator, he began to melt through the floor in search of the Cube chamber. Just as he broke through, fate intervened. Doom had sent his men back to the jet, but one of them had remained. The man called Kenner had been killed and replaced by an assassin, who had been ordered to kill the Sub-Mariner. Seeking to achieve this end, he now ventured forth into the AIM base and with savage force, repeatedly struck Doom from behind, hard enough to render him unconscious even through his armour. But as "Kenner" turned away to go and seek Namor, the energy of the Cosmic Cube burst through the hole in the floor and utterly annihilated him. As the energy continued to spill out, it began also to lap at the unconscious form of Doctor Doom. He was rescued by Cindy Jones. Whilst imprisoned on board his ship, a crewmember named Wilson had attempted to rape her. Doom had interceded and killed the man. Despite the trauma of the experience, it had given Cindy the idea of using her looks to escape. Charming her guard into entering her cell, she used her shoe to knock him out and made her escape. However, despite his treatment of her, she could not leave him to die and pulled him away from the glowing energy emanating from the Cube chamber.

Elsewhere, Namor had come face-to-face with MODOK. Sneering at the Sub-Mariner's concern for a "useless female", he fired a psionic blast at Namor, which rocked him backwards. Yet Namor kept on coming, his strength fuelled by rage. As MODOK looked on in horror, the Sub-Mariner forced his way towards Tarleton, against the forced of his mental blasts. His confidence shaken by this, MODOK faltered, and Namor seized his opportunity. Grabbing MODOK's chair, he heaved him into a bank of computers, which exploded, destroying MODOK's conveyance. Leaving him for dead, Namor turned and went in search of his companions. He found Cindy trying to stop Doom, who, entranced, was approaching the stream of Cube energy. Namor though, was able to stop him, as he explained what looking into the Cube had made him realise. The Cube was too powerful for either Doom or MODOK to possess, and so he had freed it from its containment field. Even now, its unfettered energy was building to a destructive critical amount. Realising that his goal was lost to him, Doom joined Cindy and Namor aboard the jet. As it streaked out of the ocean, the Cube exploded, destroying the hidden AIM base. Doom, Namor and Cindy Jones parted company in New Orleans. Although Namor had destroyed the Cube, Doom felt somehow indebted to him and warned him about the false Kenner. Thanking Cindy for saving his life, he returned to Latveria6.

Once again, MODOK was believed dead. Once again he escaped. This time, there are no definite records that reveal the means of his deliverance, but it is safe to assume that he again used a mental force field both to protect himself, and to escape from the base before the Cube exploded. With his emergency base and his android army both destroyed, MODOK now required another seat of power. He decided to rebuild AIM.

Chapter 5: The Hulk and the Harpy:

Given the speed with which MODOK was able to restore the organisation that had spawned him, we can assume that he recalled many of his former agents. We can also speculate that he seized an existing, but abandoned, AIM base and renovated it. However he did it, MODOK established his new AIM as a formidable organisation, with a far-flung information network and massive resources. He himself sat, like a spider at the centre of a web, at the heart of operations, in his new message centre, designed to pass information directly to his mammoth brain.

We have already witnessed MODOK's shock at finding that Namor the Sub-Mariner was able to withstand his mental blasts. He had realised as a result of this that his powerful brain was insufficient. He also required a powerful body. Fortunately, he had previously ordered his scientists to construct for him a giant armoured robotic body out of steel and the indestructible metal adamantium, proportional to the size of his huge skull. At the top of this body, he had a hollow, spherical head into which his chair would fit. Thus, he would be the body's head, and he would control the body, which had been built to obey his mental commands. Exactly when construction of this body began we cannot say for sure, but since it apparently took 108 scientists 16 months to build it, I estimate that he ordered its construction shortly after his first encounter with Captain America. Presumably, it had remained in his abandoned island base when AIM collapsed, and had since been recovered. With this form, he believed that he was unbeatable, except by one being: The Incredible Hulk.

The Hulk was Dr. Bruce Banner, a scientific genius who had designed and built the Gamma bomb, a nuclear weapon of considerable destructive power. During the testing of the bomb, a young man named Rick Jones had driven onto the testing range as part of a bet, not realising the full danger. Horrified, Dr. Banner had driven out onto the range himself, and had pushed the youth into a ditch. Banner himself however, had caught the periphery of the blast and had been bombarded with gamma rays. This had caused him to periodically transform into the Hulk, a green skinned behemoth who was possibly the strongest living being on earth. The exact nature of Banner's transformation would change over the years, but at this point in time it was triggered by rage, and it transformed him into a Hulk whose intellectual capacity was severely limited. MODOK knew that as leader of AIM, he would at some point encounter the Hulk, and may not be able to defeat him. With this in mind, he decided to eliminate the Hulk in advance.

General "Thunderbolt" Ross was dedicated to destroying the Hulk. To complicate matters, his daughter Betty had long been in love with Dr. Banner and had proposed marriage to him. He had turned her down because he didn't want to inflict the difficulties of being married to the Hulk on her. At present however, she was married to Major Glenn Talbot. Recently, Ross had been incarcerated in a Russian POW camp. Talbot had rescued him, but apparently at the cost of his own life, although unbeknown to the General he had secretly survived. As he arrived at Kennedy Airport with Colonel John D. Armbruster, who had accompanied Talbot on the rescue mission, his daughter met him. On hearing that her husband was dead, she immediately blamed her father for it. After screaming abuse at him, she fainted.

All of this had been overheard by Agent JT-3C of AIM, one of MODOK's "secondary spotters" at Kennedy Airport. Recognising Ross, he swiftly reported his observations to MODOK. MODOK's Whitehouse agents had already reported the news of Ross' escape from Russia, but the news of Glenn Talbot was of rather more interest. In order to defeat the Hulk, MODOK would need to irradiate another human with a higher dose of gamma rays than Banner had received, but in order to succeed, he would need a subject who had built up a high tolerance to gamma radiation. Betty Talbot was ideal, but the coup de grace was her current emotional state; the trauma of hearing of her husband's death would leave her open to mind control, allowing MODOK to be sure of creating a monster that would obey him.

Whilst all this was going on, the Hulk had been lurking in the marshes near Kennedy Airport, and had been spotted by several pilots. On hearing this, the Hulk's friend Jim Wilson had located him and had talked him into a state of calm. This triggered his transformation back to Bruce Banner. Learning what had happened, Bruce was aghast. It was the Hulk who had inadvertently led to General Ross's capture, and therefore by extension, Glenn Talbot's death. He went immediately to see her at the Sanitarium in which she was staying and found that he was not alone in blaming himself for her husband's death. Furiously, she began to pummel him with her fists. This triggered his transformation into the Hulk. The Hulk had no memory of what had just occurred to him as Banner, and couldn't understand why Betty was attacking him. But then, a vague memory that he had somehow hurt her filtered into his consciousness and he left, smashing a hole in the wall through which to leave. As he left, a doctor and nurse left and witnessed the encounter. The "nurse" immediately reported her findings to MODOK.

With the revelation that Betty now hated the Hulk, MODOK realised that the time to strike had arrived. Travelling to the Sanitarium MODOK strode up to the first-floor window of her room in his giant body, disengaged the mechanisms that held his chair in its head, and glided into Betty's room. Gently exerting his influence over the sleeping woman, he began to implant instructions in her mind. Just as he finished, the Hulk returned with a bunch of flowers. In his simple-minded way, he felt that an apology would restore his friendship with Betty. Kicking the leg of the "Giant" at Betty's window, he quickly attracted MODOK's attention. Realising that he would have to fight the Hulk, MODOK returned to the body's head and delivered a powerful kick to the Hulk. As the Hulk leapt at him in anger, he fired a laser from his mechanical finger which felled the Hulk, then placed a huge foot upon him and prepared to crush him beneath the force of his "Hydro-rocket 'muscles'". But he had severely underestimated the Hulk's strength. The green goliath pushed MODOK over. His huge artificial body fell with a crash, toppling trees as it landed. Once more, he fired a beam at the Hulk, but this time the behemoth dodged and leapt onto MODOK's shoulder. MODOK raised a hand to swat him. Then, to his horror, the Hulk ripped his arm off. However, MODOK quickly grabbed the Hulk in his other hand and began to crush him. Since his arms were pinned, he had no leverage and thus was helpless. Or so MODOK thought. By merely flexing his massive muscles, the Hulk shattered MODOK's other hand. Now severely impeded, MODOK could do little to stop the Hulk knocking the body's head off its shoulders. Deciding that discretion was the better part of valour, MODOK detached his chair from the fallen head cavity and flew speedily off. His scientists had warned him that the Hulk could destroy his body, but he had ignored them, to his loss. However, he had succeeded in his principle aim. Betty Talbot was his to control.

With MODOK's departure, the Hulk returned to his task of delivering flowers to Betty. However, Betty, her clothing discarded, had wandered naked into the surrounding countryside in response to MODOK's implanted mental instructions. Finding her nightdress, the Hulk was about to go in search of her when the police, summoned by Betty's doctor, who had witnessed the Hulk's battle with MODOK, arrived and challenged him. Angered by this and needing time to think, the Hulk stormed off, and was quickly found by Jim Wilson, who had heard about the battle and had arrived in his girlfriend's van. Hiding the Hulk beneath a tarpaulin, he drove away. Behind them, in the forest, Betty had discovered a one-man craft left for her by MODOK. As she entered, it lifted off on a pre-programmed course to MODOK's base. On her arrival, MODOK ordered Betty to position herself in his Gamma Ray Transformer. A dome-shaped lid closed over her prostrate form and the gamma bombardment began. Even MODOK did not know what would emerge, since he had had no subject on which to test the device. Furthermore, gamma bombardment affected everyone in a different manner. All he knew was that if she survived, she would be mightier than the Hulk. As the dome covering Betty blistered and blackened, he ordered the bombardment to cease. Then a green-feathered wing broke through, and the creature that had been Betty Talbot emerged. Her face, though green-skinned and fanged, was recognisably Betty, but now she had wings instead of arms and a bird-like body which large, viscous talons. Delighted with his avian creation, MODOK named it the Harpy.

The Harpy's first thoughts were of killing the Hulk. Snarling, she fired blasts of nuclear intensity in MODOK's direction. Dodging gleefully, he assured her that his agents would soon inform them of the Hulk's whereabouts. Right on cue, a report came in of the Hulk being sighted at the Holland tunnel. Not welcome at the home of Jim Wilson's girlfriend, he decided to wander into Manhattan. From a rooftop of the base, MODOK pointed the Harpy in the right direction, and she took off in pursuit of her quarry. As soon as she sighted the Hulk, the Harpy attacked, first stunning him with a blast from her talons, and then lifting him high into the air only to drop him. But still, the Hulk's strength prevailed, as he climbed from the hole made by his impact and threw a car at her. Just as he was about to deliver a killing blow, the Harpy revealed her true identity to him. As he gazed at her in confusion, she fired a Hellbolt into his chest at point-blank range. Even the Hulk could not withstand such an assault and collapsed to the ground.

Just then, General Ross, having recognised his daughter on the news broadcasts, arrived at the scene. Confused by his attempts to reach the real Betty, the harpy took off, with the Hulk in her talons. But she would not find peace in the air. Immediately, army aircraft began to attack her. She destroyed one with ease, but then others prepared to attack her. And then as she got ready to defend herself, a tornado engulfed her. It had emerged from a mysterious dark cloudbank which had just drifted over New York, and it swept both the Harpy and the Hulk up into these clouds, where they found themselves in the hidden city of the Bird-people.

Millennia ago, around 23,000BC, the alien Kree had come to earth and experimented on a small group of humans. This group, whose genetic structure was tampered with by the Kree, became known as the Inhumans, and would remain hidden until the latter part of the twentieth century. The genetically advanced Inhumans had powers and abilities not native to mankind, which were caused by the Kree mutagenic chemical Terrigen. Millennia later, a small group of avian Inhumans would leave the Inhuman city of Attilan and create a flying city called Aerie. It was this city, eight miles above the earth, in which the Hulk and the Harpy now found themselves. By now, the city was abandoned, save for its artificial guardian, the Bi-Beast. The Bi-Beast was a large humanoid with two heads, one atop the other. Although both brains were distinct personalities, the upper aggressive, the lower one more intellectual, they worked in harmony to allow the creature to function. The creature had been created as a repository of its creators' knowledge, when they had been preparing to leave. The lonely Bi-Beast had seen the Harpy on the island's monitors and had brought her to the city for companionship. The Hulk had been brought there simply because she was carrying him. But both of the Bi-Beast's captives attacked it. The creature's prodigious strength was greater even than that of its two gamma-powered opponents. With a single blow it felled the Harpy, then turned its attention to the Hulk. It did not need to strike. Unused to the thin atmosphere at the city's altitude, the Hulk had overexerted, and began to faint. As he did, he reverted back to Bruce Banner. Intrigued, the Bi-Beast began to question the rapidly recovering Banner, and on discovering that he was a scientist put him to work repairing the machinery that maintained the island, the knowledge to do required to do which had not been passed on to the Bi-Beast. However, now that Banner was no longer the Hulk, his first thought was of curing Betty. He refused to work whilst the Harpy was caged, and thus the Bi-Beast agreed to free her, on the condition that she be sedated. Banner accepted.

Whilst Banner was thus engaged, MODOK had arrived on the Aerie. He had been tracking the Hulk and the Harpy using a gamma-detector and had been so intrigued by the existence of the mysterious flying island that he decided to investigate personally. Flying up to the city in an AIM vessel, he was met by the Bi-Beast. Eager to ingratiate himself with the creature, he claimed to be seeking "two terrible monsters who have wronged me terribly". On learning that Banner had been given access to the city's technology however, his civilised veneer evaporated. Realising that MODOK's alarm was genuine, the Bi-Beast went quickly to Banner. But Banner had already completed a device capable of extracting the gamma radiation from the Harpy. Activating it, he restored Betty to normal. The furious Bi-Beast attacked him, and again triggered his transformation into the Hulk. But as the Hulk lunged forward, MODOK arrived with an "ultra-ray weapon" and shot the Hulk down. Turning the gun on the Bi-Beast, MODOK announced that he had already summoned reinforcements and claimed the island for AIM. The Bi-Beast, created to preserve the island and the memories of its people, refused to let it fall to AIM. It lunged at the lever that would trigger the Aerie's destruction. MODOK 's AIM soldiers opened fire, mortally wounding the Bi-Beast, but they were too late. With its dying strength, it pulled the lever. MODOK, knowing that he had only sixty seconds to escape, fled back to his craft with his lackeys. Already the Island was experiencing the beginning of its death-throws. Bruce Banner desperately pulled Betty from the machine he had used to restore her, even as the building they were in began to collapse. As they fled across the island, a crack opened beneath them and they began to plummet eight miles towards the ground. Behind them, the ancient city of the Bird-people tore itself apart in a massive, fiery explosion4.

MODOK escaped within the minute he had, and returned to his base. Bruce and Betty also survived, and the Hulk, as we shall see, would encounter MODOK again. But for the moment, AIM's Master turned his attention away from the jade giant, and to other matters. Because shortly after returning to the safety of his message centre in the AIM base, he would begin to hear reports of a remarkable conflict…

Chapter 6: The Super-Villain War:

MODOK's intelligence network had discovered that a mysterious being known only as the Black Lama had recently appeared in India, and had opened a meditation school, teaching mystic abilities to his students. Attracted by the Lama's supernormal abilities, one of MODOK's agents, J5-T8, had infiltrated the school, posing as a student. All he had learned was that the Lama wanted his students to act as a group in an undisclosed future project. Before he could learn more, one of the Black Lama's students, who had adopted the alias Raga, Son of Fire, misused the powers he had been granted by his master and caused a confrontation with the American Super-Hero Iron Man. Iron Man was secretly billionaire industrialist Anthony Stark, who had originally adopted the guise of Iron Man after a heart injury had forced him to wear the metal breastplate in order to keep him alive. He had then come up with idea of pretending that Iron Man was in actual fact his bodyguard. Later, his armoured alter ego had been one of the five heroes who founded the super-hero group the Avengers, who as we have seen, discovered the frozen body of Captain America.

Following the conflict with Iron Man, the Lama had abandoned his school and had vanished for a time, but now he had re-emerged and was offering a Golden Globe of Power as the prize in a contest of so-called Super-Villains. Agent B2-X9 reported that the first round of this contest had already been fought between oriental potentates the Mandarin, Iron Man's most persistent and deadly nemesis [see file: The Mandarin], and the Yellow Claw [see file: The Yellow Claw]. Despite the former's use of the giant alien robot Ultimo, the Yellow Claw killed him. Agent M6-I4 further reported that a second round had been played out in San Diego, California, but that on this occasion rather than fighting each other, three minor super-villains had been instructed to team-up against Iron Man. The three of them were the Melter (real name Bruno Horgan), Whiplash (real name Mark Scarlotti), and the Man-Bull (real name William Taurens). Iron Man had defeated all three of them. So far, no further rounds of the contest had been fought, but MODOK realised that the Black Lama must have approached more of what he called "powerlords" than just the Mandarin and the Yellow Claw. He was correct. Agent B9-N7, whom he had wisely placed in the castle of Doctor Doom, reported that MODOK's old foe had also been invited to participate, but had scoffed at the "inner peace" offered by the Golden Globe's power, and had refused. So too had the Red Skull, as witnessed by Agent A4-Z3. His response had been virtually identical to Doom's. Finally, Agent O5-L2 reported that the Lama had visited the court of Fu Manchu, but Fu had ordered him to leave, later confiding in the AIM agent that he knew precisely who and what the Black Lama was, and what his Golden Globe truly offered. He did not elaborate further. Of the other candidates whom MODOK thought likely to be approached, the mutant Master of magnetism Magneto, and the gamma-powered megalomaniac, the Leader, had both vanished, and he refused to believe reports of the existence of Dracula, Lord of the Vampires. He was also certain that the various alien powers that had on occasion visited earth would not be of interest to the Lama. This left himself as the next likely candidate. Right on cue, the Lama appeared. Revealing that he knew what the Lama wanted, MODOK announced his acceptance. The Lama vanished. As MODOK began to prepare, a subordinate asked him why he was prepared to accept the invitation of the obviously insane Lama. Indignant at being questioned by an underling, MODOK slew the man offhand and refused to answer.

It is appropriate at this stage to briefly discuss the origin of the Black Lama and his reasons for instigating this Super-Villain war, although as we shall see, MODOK would not himself discover the truth. The Black Lama was a denizen of a parallel dimension, which existed alongside our own. In this reality, America was not one big country divided into states, but rather a motley collection of small independent countries, each with different systems of government. One such country was the Kingdom of the Grand Rapids. The man who would become the Black Lama was second in command to the throne of this country, when the previous King was forced to abdicate. Suddenly finding himself elevated to Majesty, the new King was unable to cope with the responsibilities of office, and decided to flee for a time, in order to collect his thoughts. But the international relations in his world were such that he could not leave his own Kingdom, and he certainly could not hide within it. However, despite the feudal nature of politics in his world, this parallel earth was much more technologically advanced. They had managed to create an experimental interdimensional transporter, which was so far untested, but which was an ideal means of escape for the King. Using the device, he travelled to our dimension. But there was a price for his journey. Such was the nature of the relationship between his journey and ours that a displacement of matter or energy from one to the other would begin to cause disruptive effects. More precisely, he began to go mad. Worse still, he realised that such was the nature of the phenomenon, that if he did not rectify the situation, not only he would become insane, but so too would those around him, and eventually, the whole world. But already he was affected. In his encroaching delirium, he refused to take the obvious way and return home. Instead, he decided to educate a denizen of our world so that they could learn to understand the advanced technology of his world, and travel there in his stead, thus redressing the balance. It was for this reason that he adopted the guise of the Black Lama, and established his meditation school in India. But when Iron Man clashed with Raga and he fled, the increasingly deranged traveller decided to trick a super-powered individual, whose unique attributes he felt would more easily allow them to adapt to his world, into taking his place. In order to find a suitable candidate, he began his super-villain war, offering the Golden Globe to the winner as bait. The Golden Globe was of course his interdimensional transporter.

MODOK knew none of this, but was nevertheless enticed by the undefined powers offered by the Lama's Globe. Although his giant robot body had been badly damaged by the Hulk, his agents had recovered and rebuilt it. He decided that it would make an excellent weapon during the coming battle. Meanwhile, the Black Lama was contacting MODOK's chosen opponent, the Mad Thinker [see file, The Mad Thinker]. The Thinker, whose real name is not in any available records, was gifted with a computer-like brain that allowed him both the duplicate the scientific achievements of others and also to predict events with one hundred percent accuracy. He had chosen to use his talents for criminal gain, but had repeatedly been defeated thanks to the incalculable "X" factor, an element of uncertainty introduced by irrational and unpredictable human behaviour. He was languishing in prison following such a defeat, when the Black Lama, who had somehow arranged for a meteorite to demolish the wall of his prison, allowing him to escape, contacted him. Fleeing through the hole thus created, the Thinker soon arrived at a nearby workshop, which he had built previously having predicted incarceration in the prison. The Thinker realised to stand any chance of defeating MODOK he would need a powerful weapon. Inspired by a comment made to him by a fellow escapee, he chose to use Iron Man as his weapon. Using the devices in his workshop, he was easily able to establish remote control of Iron Man's armour. As the angry avenger was sent on a course to MODOK's base, the Thinker explained his actions over the communications relay built into Iron Man's helmet. He explained that he was sending Iron Man to fight MODOK, but that when the avenger arrived at his destination, he would restore independent control to him, as along as he obeyed the Thinker and fought MODOK. Any attempt to flee would force the Thinker to regain control, although he was reluctant to do this since he had calculated that it would reduce Iron Man's fighting capabilities by 23.86%. Although Iron Man fully intended to deal harshly with the Mad Thinker, he decided to fight MODOK anyway, since he needed time to work out how to neutralize the Thinker's control. Besides, as leader of AIM, MODOK had numerous crimes to answer for.

As Iron Man crashed through the wall of MODOK's base on the outskirts of New York, MODOK instantly realised that he was connected to the Black Lama's contest, although he was surprised that a super-hero had had dealings with the Lama. Swiftly, he attached his chair to his giant mechanical body, and went to meet Iron Man. Responding to MODOK's surprise at an avenger getting involved in the conflict, Iron Man curtly explained that he had been sent by the Mad Thinker, whom he would deal with once he had beaten MODOK. Wasting no further time with conversation, MODOK stamped on his opponent. But Iron Man was much faster than the Hulk, and neatly sidestepped. Grabbing his opponent's massive metal foot, he toppled the colossus. As MODOK fell, one his hands was crushed under the weight of his body. Before he could stand up again, Iron Man destroyed a support pillar, and the ceiling collapsed, burying MODOK beneath tons of rubble. Believing him to be defeated, Iron Man turned to leave. Just then, his furious opponent, his pride stung by this humiliation, launched himself from the rubble using rockets built into the feet of his robot body, seized the armoured avenger, and took off. Iron Man broke free, and a fierce aerial battle began. However, the Thinker, monitoring Iron Man's location, believed that he had been betrayed, and seized control of Iron Man's armour once more. As the avenger suddenly froze, MODOK seized him, and scanned his mind, hoping to discover the location of his real enemy. The Thinker had taken steps to ensure that Iron Man's tracking sensors were jammed, so that he could not trace the control beam to its source. Consequently, scanning Iron Man's mind did not yield the Thinker's location. But whereas Iron Man could not trace the source of the control beam, MODOK had no such difficulties. He quickly located the Mad Thinker's base, and smashed his way inside.

The Thinker however, had calculated for this contingency, and a huge android, which he had previously utilized against the Fantastic Four with some success, now attacked MODOK. As he went to defend himself, he discarded Iron Man. MODOK's entrance had caused enough damage to the Thinker's mechanisms to free the Avenger from his control, but his previous encounters with the Black Lama meant that Iron Man was now beginning to experience the madness affecting the Lama. As disturbing visions filled his brain, he was unable to intercede in the battle. The Thinker's android had succeeded in damaging the joints of MODOK's body, and the master of AIM was becoming increasingly desperate. Iron Man's earlier destruction of one of his hands was not helping matters. But then, he managed to unleash a mento-ray, which rocked the android backwards. Granted a moment's respite, he was then able to mentally probe the android's brain, and switch it off. Victorious once more, MODOK now turned his attention to the Mad Thinker. Seizing him in a mighty metal hand, he crushed his opponent. Discarding the body, he then turned to Iron Man. As he considered the prone figure of his enemy, he decided to take a risk. Rather than killing Iron Man, he would adapt the Mad Thinker's plan, and take control of him. Leaving the head compartment of his metal body, he set to work repairing the Thinker's equipment. As he finished his task, the Black Lama arrived, eager to hasten the conflict and find his champion. MODOK was annoyed at being forced to fight again so soon, but decided that the prize was worth it and agreed. Picking up the obedient form of Iron Man, he allowed the Lama to teleport them both to the stronghold of the Yellow Claw.

MODOK felt that the Thinker's mistake was in attacking him with Iron Man alone. He decided to use the avenger in coordination with himself, to achieve a two-pronged attack. Sent on ahead, MODOK's pawn crashed through the wall of the Yellow Claw's palace. But the Claw had been expecting his return ever since the death of the Mandarin, and had prepared his defences. Iron Man was immediately forced to fight first the Claw' "Mobi-bot", then one of the massive genetic mutations the Claw was renowned for creating. By the time he got close enough to the Claw for a personal attack, MODOK arrived, also by crashing through a wall. The two armoured figures lunged at the Claw - and crashed together with brutal force as the illusory Yellow Claw vanished. Stunned by the collision, both combatants lay helpless. The real Yellow Claw, watching from a hidden control room, decided to dispose of MODOK first. Pressing a switch, he caused a trap door to open beneath the fallen behemoth. MODOK's mammoth body fell through, landing with a crash on the specially prepared sharpened rocks far below. With his robot body irreparably destroyed, he had no choice but to make his escape, lucky even to have survived. For MODOK the super-villain war was over.

Worst still, although he did not know it, he had not even beaten the Mad Thinker. To the Yellow Claw's surprise, "Iron Man" was an android. Whilst MODOK had fought his massive android earlier, the Thinker had switched both himself and the prostrate Iron Man with android duplicates, and it was the android Thinker which MODOK had crushed. As the victors of rounds one and three, the Yellow Claw and the Thinker would subsequently do battle, but it would eventually be Firebrand, a young flame-wielding terrorist and self-appointed champion of the oppressed, who would, unexpectedly win the Golden Globe and, along with Iron Man, discover the truth about the Black Lama.

But for MODOK, there was another concern. Iron Man now knew where his AIM base was located. Forced to abandon it, he relocated to another base beneath New York harbour. But as we shall see, he would not remain there for long…

Chapter 7: Project Lenz:

There were two main advantages to be gained MODOK in relocating to his New York Harbour facility. Firstly, he needed a new headquarters in a hurry, and a New York base allowed him to monitor that city's large super-hero population. Secondly, it allowed him to assess the progress of the Lenz Project. Project Lenz was yet another attempt by AIM to engineer a metahuman as a living weapon for its arsenal. This particular project was designed to create the perfect human being, and therefore by extension, the perfect warrior. It seems likely, given his hatred for Captain America that MODOK had instigated this project in an attempt to create someone who could outfight his old foe, generally regarded as one of the world's finest unarmed combatants.

Project Lenz had been named after the scientist who had been volunteered to undergo the enhancement process. Whether or not he was a willing subject we do not know, although this would hardly have been a prerequisite requirement. We also do not know if Lenz was an agent of AIM, as George Tarleton had been when he had been forced to undergo the MODOK project, or whether he had been abducted. It does not matter. However he became involved, he had now become a creature of potent destructive force. MODOK discovered this shortly after his arrival, as an alarm began to sound throughout the base. Hastening to the laboratory where the Lenz creature had been created, he discovered that it had broken free of its restraints and was now massacring the agents within the room. Security guards had already arrived, but the creature's reflexes allowed it to move faster than they could follow it with their guns. Confidently, MODOK glided into the laboratory, certain that the creature could not withstand the force of his psionic blasts. But not only could Lenz withstand MODOK's attack, he was even able to return it with an energy discharge of his own. Panicking, MODOK fled from the laboratory, ordering his attendants to seal the room's blast doors and activate the thermal detonator built into the ceiling of all AIM laboratories in the event of such an occurrence as this. MODOK's lieutenant objected immediately, since it would also kill the surviving AIM members trapped within. His appeal fell on deaf ears. Faced with immediate execution if he failed to comply, he obeyed MODOK's order and incinerated the contents of the laboratory. So hot was the blast of the detonator that the roof of the laboratory melted, causing gallons of water from the Hudson to flood into the building. Satisfied that Lenz was no more, and unconcerned by the loss of a few expendable underlings, MODOK's next concern was that the warm current would cause the charred corpses in the laboratory to drift upwards to the surface of the Hudson, where they would undoubtedly be noticed by the SHIELD helicarrier, the flying fortress headquarters of that organisation. Yet again, MODOK was forced to abandon a headquarters. Unnoticed by AIM, the Lenz creature, powerful enough to survive the destruction of the laboratory that had spawned it, crawled unnoticed from the harbour and slinked away.

Lenz would not trouble AIM or MODOK again, but would go on to hunt members of Clan Destine, a family of mutants whose lineage stretched back for centuries. But MODOK now had considerable problems of his own. With yet another AIM base lost and a string of failures behind him, he was now faced with another rebellion. Tired of his tyranny and his tendency to slaughter them on a whim, his underlings deposed him. Whilst his mental abilities were undoubtedly formidable, he suddenly faced the technological might of the arsenal he had built for AIM, and was denied access to his facilities. Even MODOK could not out-fight AIM alone. Worse still, as he had predicted, SHIELD had discovered the remains of his New York Harbour base, and now knew that he had not perished during his battle with the Yellow Claw. They would be looking for him.

Yet all was not lost. The uprising against him had occurred throughout his east coast American bases. If he could reach one of his west coast facilities, he might yet be able to retain control of at least some of AIM's forces. More importantly, if he could reach a certain base that had been abandoned after the initial collapse of AIM following his defeat by Captain America in Harlem, he might be able to gain access to a weapon whose construction had been almost completed at that time. This weapon was the Doomsday Chair.

Chapter 8: The Doomsday Chair:

Arriving at America's West Coast, MODOK discovered that, as he had hoped, his AIM agents here were still loyal to him. Previously, the only difference between the East and West Coast branches of AIM had been the colour of their uniforms. Whilst the East Coast groups wore the traditional yellow that had been favoured at the time of MODOK's creation, the West Coast groups wore blue uniforms. This had until now been a trivial distinction, but it would now come to signify the difference between those groups still loyal to MODOK, and those not.

As we have seen, MODOK had decided to increase his personal might shortly after his first defeat by Captain America, by ordering the construction of his giant robot body. This task had been entrusted to AIM's East Coast branch. At the same time, he had ordered work to begin on a device, which would further increase his already vast mental powers. This project, entrusted to the West Coast branch of AIM, was Project: Doomsday. When AIM collapsed after MODOK's defeat in Harlem, all projects had consequently been abandoned. But whilst the robot body had been recovered and completed following AIM's subsequent revival, the Doomsday Project had not. Within hours of arriving on the Pacific Coast, MODOK, accompanied by his blue-garbed subordinates, travelled to the derelict base housing the project. To his delight, although the base was abandoned, it had been so well built, and so well concealed, that it had remained undiscovered and intact. The Doomsday Chair was still where it had been left, undamaged and virtually complete. Whilst his men ran the device through a diagnostic check, MODOK began to make plans. The Doomsday Chair was actually a technological harness into which his own hover chair would fit. It would then increase his mental powers exponentially. But in order to activate it once he was attached, it required two things. Firstly, it needed a massive influx of power. The AIM base containing the Chair was actually little more than a massive power relay station built to channel this power from the National Power grid and into the Doomsday Chair, a process that would cause a blackout all along the Western seaboard. This was not itself a problem, since MODOK had no qualms about robbing homes, hospitals and businesses of their power supply, but it would certainly cause attention. The Chair's second requirement was an input of mental energy, which it would then magnify. MODOK himself would provide this. However, in doing so, he would generate a large output of psychic energy. Given that SHIELD were probably looking for him, they would most likely be monitoring America for just such a phenomenon, and would definitely realise that he had caused it. This presented a problem, since there would be a time period between MODOK's administration of this mental charge, and the Doomsday Chair being powered up, within which he would be comfined to the chair, unable to move, and thus vulnerable to whichever super-hero SHIELD would inevitably send after him.

MODOK's plan was simply to use distraction. First, he ordered his men to programme a pair of Guardian robots to remain on guard in the chamber housing the chair. These would be no matches for a super-hero, but whoever ended up fighting them would assume that they were a means of stalling them whilst MODOK was getting further away. They would then begin a search of all nearby AIM bases whose locations were known to SHIELD. The only such bases were located in the Redwood National Forest, San Francisco, and the Mojave Desert. MODOK gave orders for these bases to prepare appropriate defences. Whilst these facilities were being raided, he himself would remain where he was: sat in the Doomsday Chair, in the power relay facility. He would simply use the Chair's increasing powers to render both itself and its occupant invisible. Ordering his men to depart the base, he fastened his chair into the Doomsday Chair and activated it.

As he had predicted, SHIELD immediately detected the spike of mental energy produced. They contacted Iron Man, correctly guessing that he would want feel that he had a score to settle with MODOK following the Super-Villain War. Sure enough, the armoured avenger soon smashed his way into the Doomsday Facility. He had expected that pursuing MODOK would be dangerous, so he had built a magnetic field function into his armours vario beam, possibly as a precaution against MODOK having rebuilt his robot body. As events transpired, he instead used it to dispose of the Guardians. As MODOK had predicted, on seeing that the base was empty, he assumed that MODOK had left. He also recognised that the base was a huge power relay station, and correctly assumed that MODOK had used it to power some fantastic weapon. Seeing the apparently empty cradle that held the Doomsday Chair, and realising that it was designed to house something now seemingly missing, he also correctly deduced that it had held the just weapon he sought, he set off to try and locate MODOK before he could use it. Mere meters away, MODOK smirked as Iron Man stared unseeing in his direction and then left. All was going exactly as planned.

Iron Man had learned from SHIELD of the three AIM headquarters they had detected in the area. Deciding that he needed help searching them all, he contacted West Coast super-hero group, the Champions. The Champions were Hercules, the Greek Demi-god of myth, who had, unsurprisingly, legendary strength; The Black Widow, ex-Russian spy and old acquaintance of Tony Stark's; Angel, one of the founding members of the mutant outlaw team known as the X-Men and gifted with a pair of feathered wings which allowed him to fly; Iceman, another founding X-Man; and Ghost Rider, a young motorcyclist named Johnny Blaze, who in response to injustice was possessed by the mystical Spirit of Vengeance, transforming him into a flaming-skulled bringer of retribution. They were currently also joined by Darkstar, a young Russian mutant. Following a brief misunderstanding and subsequent battle between himself and Ghost Rider, Iron Man explained his mission to them, and they agreed to help. Dividing themselves into groups of three, they set off for the AIM bases.

The Black Widow, Hercules and the Angel headed for the Redwood National Forest base. Ordered by MODOK to engage any interlopers, AIM agents were quick to attack. Before the Heroes' eyes, a patch of ground suddenly raised upwards, disgorging a sleek high-tech tank and a group of armed AIM stormtroopers. At first, the Champions put up an impressive fight, Hercules demolishing the tank with a single blow of his fist. However, they had been ordered by Iron Man to allow themselves to be captured in the hope that they would be taken to MODOK. As a blast from a paralysis cannon hit Hercules, he slumped to the ground, whilst Angel flew into a net and the Widow allowed herself to be overpowered.

Meanwhile, Ghost Rider, Darkstar and Iceman had headed north to San Francisco, where they had located the base on the floor of the Pacific Ocean, just off the coast. Gaining entry, they had quickly discovered that MODOK was not present, but they had discovered that AIM scientists at the facility were mutating sea-creatures into giant and savage mockeries of life. This is the first time that we see such a project, but it will not be the last. As we shall, MODOK's repeated lack of success with augmented humans would lead him to use augmented animals a second time later on. The Champions decided to put a stop to these experiments, and they engaged the base's personnel. They quickly found themselves fighting the creatures themselves. It was a fierce battle. The monsters were incredibly strong, vicious, and virtually invulnerable. As Darkstar was rendered unconscious, Iceman and Ghost Rider realised that they were outnumbered, and began to fight their way out.

Iron Man had chosen to reconnoitre the Mojave Desert base himself. However, the only sign of life he found was an old Franciscan Mission. He decided to ask the Friars if they had seen anything unusual. The man who met him at the doors, dressed in a traditional Monk's habit, was not a Friar. As Iron man entered the building, thick steel shutters slammed down over the door. The "Friar" stripped off his habit, revealing powerful muscles. Introducing himself as Stryke, he leapt to the attack. Like MODOK, the Cyborg and Lenz before him, Stryke was a product of AIM's human augmentation experiments. Unlike his predecessor's his appearance remained normal, but the procedures that he had undergone had given him steel-hard skin and powerful muscles to match. As he and Iron man began to fight, the Avenger soon discovered that they were evenly matched. Stryke's blows were powerful enough to be felt by Tony even through his armour, and this was offset by the advantage granted to Iron Man by his weaponry. But even as they fought, Iron Man was starting to realise that he had been manipulated. Stryke was clearly a trap, which meant that MODOK had been expecting him. Suddenly, he realised exactly where AIM's leader was. With no time left to waste, he fled the battle with Stryke, leaving his foe delighted at the thought that he had beaten an Iron Man. Certain that he was correct in his assumptions, Iron Man contacted the Champions, instructing them to meet him at the base to which he had first tracked MODOK. Abandoning their ruse, Hercules, the Widow and the Angel instantly overcame their captors, and headed to meet Iron Man. So too did the others, having fled the San Francisco base.

Iron Man arrived at the Doomsday Facility, which was still apparently abandoned. As he approached the cradle that he had seen before, he told himself that MODOK must be here. Responding to Iron Man's unspoken thought, MODOK made himself visible. Horrified, Iron Man realised that his megalomaniac opponent had read his mind. He had arrived too late. The Doomsday Chair, now fully charged and functioning perfectly rose off the floor. It's gloating occupant ordered his guards, more products of the programme that had produced Stryke but uncable of independent thought, to attack. Just then the Champions arrived, save for Darkstar who was hooked up to the life-support systems on board the Champscraft. Overcoming Iron Man's attackers, they turned to face MODOK. Laughing, he drifted up towards the ceiling. Now able thanks to the power of the Doomsday Machine to make himself intangible, he willed himself up through the solid roof of the base. Then with but a thought, he unleashed his newfound psionic might and levelled the mountain beneath which the Doomsday Facility lay hidden.

As the roof caved in, the Champions and their ally took shelter beneath the cradle that had housed the Doomsday Chair. Thanks in part to support from Hercules prodigious strength, the cradle held, but the heroes were trapped. Then Iron Man had an idea. Although lacking MODOK's mammoth brain, Tony Stark was nevertheless a man of impressive intellect and a technological genius. He realised that the still-functioning power-source of the Doomsday cradle could be plugged into his armour, massively enhancing his own power. It worked. As power surged through his armour, his strength increased beyond anything he had ever imagined, and he blasted the rubble burying the group to dust. Such was the force channelled through his repulsors that the remains of the mountain vapourised. At the sight of this, MODOK realised what had happened, but he could no longer retaliate. So powerful was the explosion caused by the mountain's destruction that even his Doomsday Chair-enhanced abilities could not totally shield him from it. Caught by the blast, the chair's circuits began to burn out, sending him on an erratic course towards destruction. Seeing this, Iron Man channelled the power remaining in his armour through a repulsor beam, hoping to offer MODOK power enough to stabilize himself. MODOK, unable to conceive of such philanthropic notions, assumed that his enemy was attacking anew. As he struggled to resist, he lost his remaining control over the damaged Doomsday Chair. As the Champions watched it exploded, engulfing its occupant in a ball of flame. Once more, Iron Man left MODOK for dead.

Once again however, MODOK cheated death. As the fireball erupted around him, he must have again erected a mental force field to shield him from the blast, and telekinetically carried himself to safety. But although he had lost his super-weapon, this encounter had not been entirely to MODOK's disadvantage. Both Iron Man and SHIELD now believed him dead once more, which meant that he no longer needed to worry about them searching for him. He had also managed to retain control over AIM's west coast branch and thus now had a private army once more. He would also read the reports of his San Francisco agents, which would show that three of the Champions had been defeated thanks to AIM's experiments in animal augmentation, a lesson which he would remember. Furthermore, the only bases that had been compromised were those that SHIELD had already known about. With AIM's West Coast branch behind him and the attention of SHIELD averted, he could now concentrate on destroying the treacherous East Coast branch of AIM. To do this, he would need suitable weapons.

Chapter 9: Enter: Ms. Marvel:

Shortly before MODOK had arrived and taken over, one Professor Kerwin Korman had approached the West Coast Branch of AIM. Korman was seeking a life of crime as a costumed super-villain, under the alias of the Destructor. Hoping for AIM backing, he had brought them footage of a newly appeared super-heroine, Ms. Marvel.

Ms. Marvel was, after a fashion, Carol Danvers, who until recently had been NASA's youngest ever Security Chief. Whilst carrying out her duties as such, she had become involved in the final battle between Captain Marvel and his archenemy, Colonel Yon-Rogg. Marvel, whose real name was Mar-Vell, and Yon-Rogg were members of an alien race called the Kree, an ancient civilisation who had visited earth in the distant past, and who had created the Inhumans, of whom the Bird-people who had built the Aerie had been an offshoot. Mar-Vell and Yon-Rogg had been members of a recent expedition to earth, but once here Mar-Vell had shunned the warlike ways of his people and had become the super-hero Captain Marvel. During the battle between the two Kree soldiers, Carol had been shot by Yon-Rogg. Mar-Vell had slain his foe, and then carried the injured Danvers to safety, but whilst doing so, the pair of them were bathed in radiation from a powerful Kree device called the Pysche-Magnitron. As a result, Carol had absorbed the powers and some of the memories of Mar-Vell. Because of this, during times of danger, Ms. Marvel, who physically resembled Carol, replaced her but was a distinct personality sharing her body. The transformation was not just psychological: her clothing also transformed, so that Ms. Marvel wore a Kree uniform interlaced with microcircuitry which allowed her to fly. She also had the enhanced strength and the knowledge of a Kree Warrior, as well as a precognitive "seventh-sense" which warned her of danger. Initially, when the transformation occurred, all Carol recalled afterwards was blacking out and had no knowledge of her other life, but with the aid of psychiatrist Michael Barnett, she had discovered the truth. By the time the Destructor encountered her, she had quit her job at NASA and was working as editor of Woman Magazine for newspaper magnate and owner of the New York-based Daily Bugle, J. Jonah Jameson.

Ms. Marvel fascinated AIM's scientists. In particular, they were interested in the costume, which allowed her to fly. They began to monitor her. As they observed her, she battled costumed super-villains the Scorpion [real name MacDonald "Mac" Gargan] and the Destructor himself. But it was when she battled, and defeated, the Doomsday Man, that MODOK, now in charge of the West Coast operations, began to get involved. At this stage, it was the Doomsday Man who interested him. It was an incredibly powerful robot which had originally been designed for incursions into outer space, but which had instead become an engine of destruction. Even the Silver Surfer, first herald of the World Devouring God Galactus, had been unable to destroy it when he faced it, and had merely trapped it underground. Now, it had returned and was on a rampage. Ms. Marvel had also been unable to stop it, but when its creator Dr. Kronton had first built it, he had published a paper on it, which had described a failsafe mechanism for deactivating it. Carol Danvers had read this paper at the time, and remembered how to turn it off. As it had been defeated, the Destructor had used the Kree Psyche-Magnitron in an attempt to give himself the same powers as Ms. Marvel. She had been exposed to the radiation of the device a second time, but had apparently suffered no further effects. Korman however, apparently vanished. To MODOK, searching for weapons to use against the renegade East Coast AIM groups, the Doomsday Man, now deactivated, seemed like a useful investment. Once Ms. Marvel had left, he sent AIM agents to recover it, leaving in its place an inferior replica to allay suspicion. When it was examined, MODOK discovered that Korman, whose genetic structure had been rewritten by the Psyche-Magnitron, had been merged with the Doomsday Man and was now trapped within it. MODOK ordered that the human-machine hybrid be rebuilt as one being, with Korman's Kree-powered cells acting as an energy source. The project succeeded, and MODOK ordered the Doomsday man to be stored in an AIM warehouse until he decided to use it. But as it transpired, MODOK never used the Doomsday Man as a weapon, since he was about to be distracted by the woman who had defeated it…1 Whilst MODOK's agents searched for weapons to add to his arsenal, he decided to amuse himself with a little terrorism. Apart from boosting AIM's reputation as an organisation to be feared, the scheme he had in mind would also reflect badly on Tony Stark, a long-time thorn in AIM's side. Stark Enterprises had just completed work on a new Super-Truck, an armoured tanker designed to transport nuclear or other hazardous waste safely. Its trial run was approaching, and AIM agents reported that it would be carrying a genuine hazardous cargo. MODOK had the intended driver kidnapped and replaced with an AIM android, who successfully managed to conceal a bomb in the access hatch leading to the cargo canister. The android had also successfully leaked the planned route of the truck to his master, who had ordered it to set the bomb to go off just as the Super-Truck was crossing Stormwind Canyon Bridge, upstate of New York. The wind that blew down through the canyon would distribute the contents of the truck over a densely populated area of the country. MODOK had calculated that approximately twenty million people would die.

Ms. Marvel's seventh sense had warned Carol Danvers of the approaching catastrophe, but she had not understood the images she had seen. Now however, she was touring Stark Enterprises whilst researching an article on sexual discrimination in the work place. Whilst being escorted through the plant by Stark employee Abe Klein, she spotted the departing Truck and suddenly realised that she had to stop it. This would not be easy, since Stark, fearing hijack, had ordered that the truck must not stop for anything until it reached its destination. In order to provide extra security, he had also asked the Vision to accompany the driver.

The Vision, a fellow Avenger, was a synthezoid, an artificial human created by the psychotic robot Ultron. He was capable of altering his mass and density at will, and could also fire energy beams from his eyes. At his least dense, he was also able to fly. He was an accomplished and formidable combatant. Ms. Marvel realised that she was not sufficiently well known for the Vision to accept on her word that the truck was a source of undefined danger, so she first attempted to stop it by barricading the road with trees. This attempt failed, since the truck merely smashed through the obstacle. Realising that she had little other choice, Ms. Marvel now attacked the Vision directly, but was swiftly overcome, when he partially solidified a hand inside her, a trick he had successfully used many times in the past. Fortunately, whilst a normal human would have been rendered unconscious for hours, her Kree physiology allowed her to quickly recover, and she set off in pursuit of the Super-Truck once more. By now, the truck had nearly arrived at Stormwind Canyon Bridge. Recognising it from her vision as the location of the impending catastrophe, she leapt into the fray once more. This time, she was ready for the Vision, and succeeded in trapping him in a makeshift field generator, which by using her knowledge of Kree science she had managed to assemble out of the power cables running along the bridge. With the Vision out of the way, she now turned her attention to the truck. Deciding to blow its cover, the android driver now turned the truck's built-in armaments on Ms. Marvel. However, she easily dodged its blasts and exerting her full strength, she ripped one of the truck's rear-wheels off. The Super-Truck was now immobilised, but was still on the Bridge. Deciding that she did not have time to ascertain the nature of the threat to the cargo, she instead set about removing the cargo canister. As she ripped the access hatch away, she discovered the bomb, now about to explode, and threw it off the bridge, where it exploded safely in the air.

The danger was not over. Suddenly, an energy beam hit Ms. Marvel from behind. The driver had pulled out a gun and was now preparing to blast open the cargo canister himself. Whilst not as effective as the original plan would have been, this would still distribute the toxic waste over a wide area. Ms. Marvel, uninjured by the weapon, went to stop him, but discovered when she hit him that he was no normal human. He ignored her attack and prepared to fire at the cargo. Ms. Marvel kicked the gun from his hand and crushed it, but now he fired lasers from his eyes at the canister. At the last moment, the intangible Vision, who had recovered and escaped from Ms. Marvel's trap, emerged from the cargo canister and solidified, deflecting the beams. Ms. Marvel then struck again, this time breaking open the android's chest. It collapsed and threatened them no more.

MODOK had been watching all this by satellite from afar. He was not particularly concerned by the failure of his plan, since the defeat had allowed him to see Ms. Marvel in action. Impressed by her fighting prowess and her fearlessness in attacking the formidable Vision, he now realised why his underlings were so interested in her. He decided that she would make an excellent pawn. He also retrieved AIM's files on her and discovered that her ability to fly, and many of her other powers, were derived from the web of circuitry in her costume. If AIM could duplicate this technology, he could create an army of Ms. Marvels loyal only to him. His opportunity to capture her came swiftly. Shortly after stopping MODOK's gambit with the Super-Truck, Ms. Marvel had been forced to combat Grotesk, last survivor of the subterranean offshoot of humanity known as the Gortorkians. She had been hopelessly outmatched, and her opponent had beaten her into insensibility and left her trapped beneath a collapsed water tower. MODOK had been monitoring the battle and now sent his agents to retrieve her. Whilst she was still out cold, he had her stripped of her uniform, dressed in a single white coverall and imprisoned spread-eagled in a force-field.

Ms. Marvel awoke to the hideous misshapen sight of MODOK with alarming composure. As he introduced himself and announced that thanks to her he would rule the world, she scoffed defiantly. Before she could finish however, he sent a discharge of energy through her force field "manacles". He could not help but be impressed that she remained conscious. We have seen already that MODOK had a tendency to gloat. This was no exception. Deciding to show Ms. Marvel just how she was helping him, he ordered Agent M17 to enter. She was wearing Ms. Marvel's costume, and as its owner watched, MODOK ordered her to fly across the room. Obediently, Agent M17 tried, but as MODOK watched aghast, she crashed helpless to the floor. Deciding to test the costume, MODOK then unleashed a bolt of mental force at the unfortunate M17. He knew that the costume was normally capable of projecting a force field able to withstand the Destructor's Tachyon Beam, but now his attack merely smashed the agent into unconsciousness. Clearly, the costume was not working. Unbeknown to MODOK its circuitry had burnt out during Ms. Marvel's fight with Grotesk. This was a setback, but MODOK still had the Kree-enhanced owner of the suit. He intended to brainwash her into becoming his servant, by using the Mind-Ripper.

The Mind-Ripper worked by causing conflicting images in the mind of its subject, which would erode that person's sense of reality and make them open to suggestion. Under the Mind-Ripper's influence, Ms. Marvel's mind filled with images of her viciously attacking the hideous MODOK, smashing his armoured chair and roaring her defiance. Then, the images changed and she saw MODOK as a tall, handsome man whom she could love and serve. Under this mental onslaught, she was soon unconscious once more. MODOK was again impressed. She had held out longer than any of the subjects whom the device had been tested on. Then, as his blue-uniformed lackeys approached her still form, she exploded into action and rapidly overcame them. Then, she turned to MODOK himself. MODOK was astounded by her resilience, but his faith in the Mind-Ripper remained. Realising what must be happening, he ordered her to stop, and drop the torch that she had picked up to use as a weapon. The Mind-Ripper had indeed worked, but her conditioning had required the sound of MODOK's voice to become effective. However, her resistance had worried him. As a final test, he commanded her to slay Agent M17. She began to strangle the AIM agent. Then, suddenly, she struck MODOK. Then she grabbed Agent M17 in order to retrieve her costume, and with her in her arms, she flew from the room. MODOK was furious at being physically assaulted by an inferior, and just as surprised that it had happened, and that Ms. Marvel had been able to fly without her costume. He had failed to realise the nature of the relationship between Carol Danvers and Ms. Marvel; because they were effectively two minds sharing the same body, Carol was becoming accustomed to having two conflicting personalities. In comparison to this, the conflicting imagery generated by the Mind-Ripper was as nothing, and she had soon managed to shake off its effects. As to her ability to fly, she was as surprised as MODOK. She quickly realised that when the Destructor had exposed her to the psyche-magnitron for a second time, the powers granted to her by her costume had actually been transferred to her body. Whilst she nevertheless recovered it from Agent M17 in order to regain her dignity, she now no longer needed it in order to fly.

As Ms. Marvel considered a route of escape, MODOK suddenly caught up with her and struck her from behind with a mento-blast. He still wanted her alive, and so modulated the force of his attack, but after having been struck by his opponent he wanted the satisfaction of subduing her himself, preferably in a suitably painful fashion. Interestingly, whilst attacking her, he explained that his name was an acronym of Mobile Organism Designed Only for Killing, rather than Mental Organism. Since it is unlikely that such a massive intellect would forget his own name, I hypothesise that he preferred this new acronym and had decided to use it instead. Trivia aside, Ms. Marvel found that she was facing a truly dangerous opponent. Choosing to escape to fight another day, she fled through a hole inadvertently blown in the wall by one of MODOK's blasts. She found herself in a tunnel, along which she now flew. Behind her, MODOK ordered the hole to be sealed immediately, forbidding pursuit. Afterall, he knew where the tunnel led… More AIM agents soon attacked Ms. Marvel, but these were clad in yellow uniforms. Audaciously, MODOK had built his new base next to an access tunnel into one of the East Coast AIM branch's headquarters. As Ms. Marvel fled from her new attackers, she soon passed up a lift shaft into a large department store. To her amazement, she discovered that she was in New York's huge Alden's Department Store, which was nothing but a front for AIM. Switching identities back to Carol Danvers, she evaded capture by the Department security guards, secretly more AIM agents, and made her escape. She had survived her first encounter with MODOK. It would not be her last.

MODOK's kidnapping of Ms. Marvel had been an enormous mistake. His plans to both make her serve him and to duplicate her costume in order to create an army of super-human servants had come to nothing, he had suffered the humiliation of a physical attack (a serious affront to one so arrogant), his much-vaunted Mind-Ripper had failed, and the security of his top-secret New York headquarters had been compromised. But although revenge against Ms. Marvel was foremost in his thoughts, he now put it aside to concentrate on more urgent matters. For several reasons, it had become clear that the time to attack the East Coast AIM base beneath Alden's Department Store was ripe. The first such reason was simple: with Ms. Marvel's escape into the tunnel which linked his base to theirs, the risk of discovery by the East Coast AIM branch had increased. It was vital that he pre-empted any attack, in order to maintain the element of surprise. Secondly, agents within the East Coast Branch who were still loyal to MODOK had revealed that the renegades had constructed a solid fuel rocket at their South Bronx missile silo. Using this, they intended to hijack NASA's new Cavourite Crystal, a discovery that could provide the energy needed to master interstellar space travel. MODOK desired such power for himself, and he intended to seize the East Coast group's rocket, which was now almost ready for launching. The programming controls for the rocket were also located in the Alden Department store facility and he required access to them. Finally, he had acquired an ally who could easily tip the scales of battle in his favour. This ally was Death-Bird.

Death-Bird's real name was Cal'Syee Neramani, and she was a member of the alien race known as the Shi'ar. The Shi'ar were an avian race that had established a massive intergalactic empire, which rivalled that of even the Kree. The Imperiatrix of this empire was Death-Bird's sister, Lilandra Neramani. Death-Bird, a brutal and vicious creature, despised what she considered to be her sister's weak, pacificist method of rule, and had left the Empire. She was now on earth, and had been discovered by AIM. MODOK's desire for world domination appealed to her; she had agreed to help him.

MODOK realised that Ms. Marvel may well be as interested in a second confrontation with him, as was with her. With this in mind, he described her and his recent dealings with her to Death-Bird, instructing his newfound ally to kill Ms. Marvel if she encountered her. Sure enough, Death-Bird spotted Ms. Marvel whilst on an un-revealed mission for MODOK above the streets of New York, and swooped in to the kill. Death-Bird was a prodigious warrior. Her ability to fly gave her manoeuvrability, and her claws were lethal natural weapons. Her strength was greater than that of a human, and she was proficient with the spears that were her chosen weapons. As she attacked, Ms. Marvel was caught by surprise. She fought back, but after a short battle, Death-Bird struck with a hidden weapon, an energy discharge generated by bringing two of her javelins into contact. The beam struck Ms. Marvel and Death-Bird left her for dead, as she plummeted towards the ground. As she left, Death-Bird pondered that Ms. Marvel had been an impressive and honourable foe. She was fortunate therefore that Ms. Marvel survived, recovering from the attack before she impacted and averting the impending collision with the ground. By this time however, Death-Bird had departed, but they would meet again.

MODOK was pleased that Ms. Marvel had reportedly been killed, and was able to concentrate more easily on launching an offensive against the opposing AIM group. A day later, he had prepared a strike force. He would lead it himself, with Death-Bird at his side, so that he might personally slaughter the traitorous rabble. Leading the attack squad down the tunnel linking the two bases, he unleashed the force of his psionic powers to shatter the wall of the East Coast branch's base, and lead his troops within. In doing so, ironically, he saved Carol Danvers. Having switched back from her Ms. Marvel identity, Danvers had used her position at the offices of Woman magazine to have the history of the New York Alden Department Store researched. Apparently, it had been under the control of the family who had founded it for the best part of a century. In reality she deduced, it had been used as a front by AIM since the organisation had originally been formed as HYDRA's research division.

Carol had decided to investigate the Store as herself, since she wanted to prove to herself that she could look after herself without releasing Ms. Marvel. But even as she infiltrated the staff areas of the Store, she was caught on security cameras by AIM security. They did not recognise her, but as an unidentified intruder she warranted capture and interrogation. To her credit, she easily dealt with the Security Guards sent to apprehend her, and managed to reach the basement headquarters. Once there however, she was immediately surrounded by uniformed AIM troops and brought before their leader. He recognised her as Carol Danvers, editor of Woman magazine, although not as Ms. Marvel, and ordered his men to interrogate her to find out what she had discovered. After that, he instructed, she was to be killed and her death made to look like an accident. It was at this precise moment that MODOK, Death-Bird and a small army of blue-uniformed AIM troops came through the wall.

MODOK had an entire group of renegade AIM agents at his mercy. Even as Death-Bird ordered them to surrender, he started slaughtering them. As he did so, he suddenly noticed Carol Danvers, and having previously unmasked Ms. Marvel, hr recognised her immediately:

"It can't be - - but it is! That blonde-haired woman! It's Ms. Marvel!"

Death-Bird was just as astonished since she had thought to she had already killed her. She instantly attacked. Leaving the two women to fight, MODOK, who was enjoying himself immensely, ordered a handful of his men to fall in behind him, and he set off in the direction of the Computer Command Centre. Although the enemy AIM agents out-numbered him by ten-to-one, he was easily picking them off. Then, to his amusement, they confronted him with an energy cannon, which they were certain would stop him. Grinning nastily, MODOK made himself an easy target. Elliot, the manager of Alden Department Store and a high-ranking member of AIM saw what was happening and yelled out a warning, but it was far too late. As the cannon's beam struck, it encountered the psychic force field that MODOK had of course erected. The beam ricocheted back at its target and the cannon exploded, killing its operators and most of the surrounding AIM personnel. With nothing left to stop him, MODOK proceeded to the Computer Command Centre. As his agents had reported, the solid-fuel ICBM was indeed ready for take off. MODOK removed the cassette programming deck from the computer, so that nobody could reprogram the rocket, then recalled his agents and prepared to leave. The battle between Death-Bird and Ms. Marvel was still raging, when the Shi'ar warrior received MODOK's mental summons. The two women were equally matched, so to end the battle quickly, Death-Bird threw a gas-filled javelin at her opponent. As Ms. Marvel was overcome, MODOK and his party had departed.

By the time Ms. Marvel awoke, the police had arrived. During the battle between the opposing AIM factions, Death-Bird had come crashing up through the floor of Alden's Department Store. The police had soon been alerted to the disturbance, and had now arrived in force. The surviving east Coast AIM agents, desperate to buy time to abandon the complex, set their blasters to kill and attacked the police officers. Ms. Marvel had little choice but to stop them. By the time she had defeated them all MODOK was long gone. Fortunately, Elliot was still alive and had no more desire to see MODOK win than Ms. Marvel did. He explained that MODOK would no doubt carry out AIM's plan to hijack NASA's advanced Skylab and seize the Cavourite crystal. Just before he finally succumbed to his wounds, he revealed the location of AIM's South Bronx launch facility: the Acme warehouse on Satterfield Avenue. She set off in pursuit.

MODOK had by now installed the programming deck he had taken from the warehouse into the launch computer, and was ready for take-off. Since Death-Bird had killed the technicians, there was nobody left to stop him. He prepared to board the capsule. Death-Bird was reluctant to join him, since the capsule was small and she was claustrophobic. MODOK had no interest in her phobias however and ordered her board. Just then, one of her javelins from the Alden Department Store complex streaked through the window and thudded into a computer panel. Ms. Marvel had arrived. With the element of surprise on her side, she managed to stun Death-Bird and then did something which she had been looking forward to ever since MODOK had used the Mind-Ripper on her: she punched him in the face, hard. Before she could follow this up however, Death-Bird recovered and went to MODOK's defence. As the pair battled yet again, MODOK realised that they were sufficiently evenly matched that the fight could go either way. He decided to enter the capsule and take off. The flames from the rocket exhaust would fill the facility and kill them both. Although he regretted losing a servant as faithful as Death-Bird, he did not consider her life to be worth more than his goal.

Meanwhile, Death-Bird and Ms. Marvel continued to fight. Death-Bird was gradually gaining the upper hand. Just then, the countdown to the launch reached zero and the rockets ignited. Fire filled the silo sunk into the floor, and Ms. Marvel realised that she and Death-Bird would die as soon as the rocket lifted off. Reasoning with Death-Bird was by now impossible; she had been consumed by a berserker rage and was oblivious to anything but the battle. As Ms. Marvel dodged a lunge with a javelin, Death-Bird was carried forward by her own momentum and vanished into the blazing silo. Ms. Marvel took her chance and fled. She escaped from the launch room just in time, and watched as MODOK's purloined vessel flew into the sky. Then she pressed the launch abort button in the Launch Computer. As the missile exploded, MODOK's capsule was automatically jettisoned and drifted serenely down into Inwood Hill Park. Never once taking her eyes off it, Ms. Marvel flew to meet it as it landed. But when she ripped the side of the capsule open, MODOK was not there. All Ms. Marvel could do was stare in astonishment at the empty capsule and swear revenge against MODOK5.

Since we have seen evidence of AIM's matter transporter technology before, it comes as no surprise that the engineers who had constructed the capsule had installed such a device in the event of emergencies. We do not know exactly where MODOK ended up, but he soon returned to the safety of his current headquarters. Although his plan to capture the Cavourite Crystal had failed and he had lost a valuable ally in the form of Death-Bird, who unbeknownst to either him or Ms. Marvel was not dead, he had at least had the pleasure of massacring an opposing AIM group. There was of course the matter of revenge against Ms. Marvel, who had had the temerity to physically strike him twice, but as with Captain America in the past he decided that deliberately seeking a third encounter with an opponent who had defeated him more than once already was tempting fate. Instead, he decided to concentrate on the more important task of re-establishing control over the East Coast Branch of AIM. After all, the Alden Department Store facility was just one of many such bases.

In order to prepare for another attack on the opposing AIM faction, he still needed to add to his arsenal of weapons. As we have seen, the mutated sea-life created at the West Coast San Francisco headquarters had successfully driven off three of the Champions. Encouraged by this success, MODOK realised that if mutated sea-life could be so dangerous, he could create even more vicious monsters if he augmented animals that were already large and savage predators. With this thought in his mind, he now turned his attention to the Savage Land…

Chapter 10: The Savage Land:

The Savage Land lay at the heart of Antarctica like the proverbial land that time forgot. It was a tropical paradise that had existed for millennia, protected from the ice fields that surrounded it by the ring of volcanic mountains that marked its borders. Its tropical climate was maintained by hidden technology left by the Deviants, an ancient offshoot of humanity created by the experiments of the God-Like alien Celestials who had tampered with our race's evolutionary development at the very dawn of our creation. Various sub-species of humanity populated the Savage Land, but of primary interest to MODOK was the fact that it was also a haven for other species that were otherwise extinct. He was specifically interested in the dinosaurs.

MODOK realised that if mutated sea-life could be so dangerous that three such creatures could overcome a small group of super-heroes, an army of augmented dinosaurs could potentially provide him not only with a weapon that he could use to wipe out the enemy AIM faction, but that he could also use to seize control of the entire world. He decided to travel to the Savage Land, capture some of the fiercest predatory dinosaurs, and bring them back to his headquarters to augment them using the exact same process that had been used to turn him into MODOK originally. This would increase the intelligence of the reptiles, making them into an invincible army loyal only to him. With this plan in mind, MODOK began to make preparations to depart. He would lead the strike-force himself. In order to subdue the dinosaurs, he ordered the preparation of a consignment of somna-gas, a powerful sedative developed by AIM scientists. He and his strike-force would travel to the Savage Land by ship, and in order to maintain the utmost secrecy, the ultra-modern AIM-built cruiser they would travel in would be disguised as a decrepit old Steam ship. To minimise the number of AIM soldiers on board, the ship would also be crewed by ordinary seamen, recruited from the docks and harbours of San Francisco, the city in which he was currently based [we can speculate that he used a base in San Francisco in order to easily facilitate the removal of equipment, such as the somna-gas cannon, from the compromised base beneath the San Francisco bay]. Finally, as an added precaution, he ordered himself to be referred to as "The Chairman" whilst on the field mission. Anyone overhearing the name MODOK might spread gossip that could reach the ears of SHIELD agents.

In order to discover the exact location of the Savage Land, MODOK had previously sent a scouting party of four agents ahead to search the region of Antarctica in which it was rumoured to be found. These agents had completed their task and had left a homing beacon at the bottom of a lake, but they had been quickly found and chased out of the Savage Land by Ka-Zar. Ka-Zar had been born Lord Kevin Plunder, the son of an English nobleman who had found the Savage land years ago. He had taken his son there when Kevin was just a boy, but had then been slain by the native Man-Ape tribe led by Maa-Gor. Kevin had fled into the Savage Land and survived, growing to adulthood in the tropical wilderness. He had been named Ka-Zar, meaning Son of the Tiger, and had eventually become Lord of the Savage Land, protecting it from outsiders who wished to exploit it. His constant companion was Zabu, a sabre-toothed tiger whom he had befriended as a boy. Although the AIM scouting party were armed with guns, Ka-Zar was a gifted fighter and easily overcame them. A noble and compassionate man, he allowed them to flee the Savage Land unarmed. The homing beacon however, remained undetected at the bottom of the lake.

Everything was ready, except the crew. With MODOK hidden below deck, the disguised AIM ship now berthed at the San Francisco docks and began to recruit crewmembers. One such crewmember was "David Banner". In reality, he was Bruce Banner, a.k.a. the Hulk. The Hulk had recently had a series of the misunderstandings and mishaps that frequently put him at odds with the US authorities, and Banner was desperate for some peace and quiet. Whilst taking refuge in a soup kitchen, he met old sailor Jack Haggerty, who had been intending to join the crew of the freighter, but who had now been asked to settle down with a lady friend. He offered Banner his boarding papers. Taking the job on board the tramp steamer seemed the ideal solution, since it would provide Banner with time away from America whilst keeping him occupied at the same time.

For several days, Banner worked hard on board the ship without any incidents. Then one day, whilst taking a crate below deck, he stumbled across a secure area guarded by an armed sentry. Ordered to leave the area, he complied but his curiosity had been aroused. Later that night, his friend and fellow crewmember Scott revealed that he shared his misgivings; the crew had been told that the ship was on a course due west. The position of the stars however, told a different story. Deciding to investigate, the pair sneaked into the secure area to see what lay within. Inside, they found a vast hold, filled to the brim with gleaming high-tech machinery. As they explored further, Scott noticed a hovering, vaguely ovoid object lurking in the shadows. As Banner moved to his friend's side, the object turned round and glided into the light. It was MODOK. As he introduced himself, Scott, horrified at the grotesque sight before him, denounced MODOK as a monster. MODOK, as we have previously seen, did not need reminding what he had become, and angrily lashed out, stunning both men with a mento-ray. He ordered his men to imprison them, keeping Dr. Banner under heavy sedation. He had recognised the Hulk's alter ego as soon as Banner had come aboard and had realised that the resourceful scientist would soon discover the ship's secrets.

Meanwhile, the ship' sensors had managed to lock onto the homing device, and the craft was now speeding towards Antarctica. With his objective within reach, MODOK ordered all camouflage to be dropped. A series of explosions ripped the "tramp steamer's" hull apart and the sleek AIM craft, free of its disguise, surged ahead towards its destination. A hidden tunnel connected the Antarctic Ocean to the salt lakes of the Savage Land, and it was through this tunnel that the AIM craft now passed. Even MODOK was impressed at the sight of the Savage Land. As some of his agents unpacked the equipment, others put the ship's crew to the other use for which they had been recruited. They tied them to the trees as bait for the dinosaurs. As the huge reptiles began to arrive, MODOK's men, each equipped with a gas mask, released the scarlet somna-gas, which began to fill the valley. MODOK himself had had a respirator built into the front of his hover chair, and with this covering his mouth and nose, he approached the rapidly succumbing dinosaurs. His plan was working perfectly. Just then, Ka-Zar arrived with Zabu. They had spotted the red mist from a hilltop nearby and now attacked MODOK's men. But with the somna-gas still billowing across the jungle floor, they swiftly passed out.

MODOK had succeeded in the first stage of his plan. All he needed to do now was to transport his prizes home. The ships crane lifted the sleeping reptiles into the ship's hold, where Dr. Banner had been chained. MODOK recalled all too well his previous encounter with the Hulk and had no desire for a rematch. Ka-Zar also was cast into the hold, along with Zabu. But MODOK had now made a fatal error. Had he killed Banner whilst he slept, all would have been well. His sadistic desire to see his enemies eaten alive was now his undoing, since Banner was so terrified by the sight of the dinosaurs that the Hulk, despite the sedatives in Banner's body, came roaring to the surface. As MODOK looked on aghast, both the Hulk and Ka-Zar freed themselves and the Green Goliath smashed a hole in the roof of the hold, allowing them to escape. As the enraged Hulk charged after "Big-Head", he desperately tried to reach the somna-gas cannon, hoping to subdue his emerald-hued foe once more. Hearing this, Hulk leapt over MODOK, smashed the cannon and hurled its mangled remains at him. MODOK reacted quickly and used his mento-ray to hurl the cannon back at the Hulk, burying him beneath it. Gloating over his seeming triumph, MODOK glided over to the heap of wreckage to survey his handiwork. As he did so, the Hulk's hand shot out of the pile, grabbed MODOK's hover-chair and demolished it with a single blow. Once more deprived of his conveyance, the terrified MODOK desperately tried to hold the Hulk back with a mento-ray. Distracted thus, he failed to spot the pouncing Zabu until the sabre-tooth was already mauling him.

Ka-Zar called his pet off before MODOK was seriously harmed, but the hyper-cranial villain was undeniably beaten. Ka-Zar used the somna-gas to keep him and his men unconscious, then turned them over to the now freed crewmembers. As Scott took charge, MODOK and his men were loaded on board and the ship prepared to depart. The Hulk did not leave as he arrived; he bounded off into the Savage Land in search of peace and a place to call home.

We do not know exactly what happened when the AIM craft returned to San Francisco. Certainly, there is no evidence to suggest that MODOK was turned over to the authorities. Whether other of his AIM underlings rescued him and his men, or whether they overcame the effects of the somna-gas and overcame the crew on their own, we do not know. It does not matter. Either way, Scott and his crew probably died at MODOK's hands, and MODOK himself was soon safely ensconced back in his headquarters, in a new hover-chair. He now turned his attention to yet another weapon, which he himself had developed. This weapon was Virus X.

Chapter 11: Virus X:

Virus X was a lethal viral infection which MODOK had created using his knowledge of genetic engineering. It was so virulent and so lethal, that it induced mortality in its victims virtually instantly. As an added flourish, MODOK had radiolabelled its nucleotides with a powerful isotope, so that it was dangerously radioactive. Exactly how it killed its victims is unclear, but as we will see it was everything that MODOK had designed it to be. For reasons of safety, the virus had been developed at MODOK's hidden base in Antarctica, which was staffed by West Coast AIM agents. Presumably, MODOK had designed Virus X to use as a weapon against the East Coast AIM faction. First however, it required field-testing. MODOK decided to use the human inhabitants of the Bowery as guinea pigs.

The Bowery was an area in New York where the homeless banded together for shelter and safety. We can assume that MODOK chose to field test Virus X in New York rather than San Francisco in case anything went wrong. A containment leak in San Francisco would threaten his own operations there, but in New York it would only threaten the enemy AIM factions and the city's abundance of super-heroes. Since MODOK considered himself superior to most people anyway, he was certain that the Bowery's lost souls would not be missed by anyone. He had reckoned without the Sub-Mariner.

As we have previously seen, Prince Namor had spent several years wandering America as an amnesiac until the second Human Torch had found him. It was in the Bowery that Johnny Storm had found him. He had been accepted by the residents of the Bowery and had been made to feel at home there. He had been shown particular kindness by a woman known as Sunshine Mary. Now, seeking a brief respite from the rigours of ruling Atlantis, he had returned to the Bowery to repay Mary for her kindness. But the Bowery he found was not the same as the place he had once called home. Its residents were hostile, distrusting and terrified. Something or someone was taking the homeless. Not recognising Namor, the inhabitants of the Bowery attacked him, thinking that he was responsible. Overcoming them, he quickly explained who he was and why he was there. The homeless explained what was happening and that the police had no interest in helping them. Enraged by this injustice, the Sub-Mariner decided to help. At that moment, another resident of the Bowery arrived, panting and terrified. He had been attacked by a powerful humanoid robot, which had tried to kidnap him. He had escaped, and had trailed the robot to a warehouse on the waterfront. Namor decided to investigate.

The Warehouse was actually a front for MODOK's testing lab, where he was personally overseeing the testing of Virus X. The lab was staffed both by AIM scientists and also by synthoids similar to those employed by MODOK during his first encounter with Namor. These were being used both to collect the test subjects and also to handle the lethal Virus X. One of the synthoids had just brought MODOK a particularly interesting subject, in the form of the Thing. The Thing, real name Benjamin J. Grimm, was a founding member of the legendary super-hero family known as the Fantastic Four. They had been amongst the first people to travel into space, using a ship designed by the Fantastic Four's leader, Reed Richards. Unfortunately, because they were keen to get into space ahead of the Russians, they used the ship before Richards had had time to equip it with shielding against so-called cosmic rays. Exposed to these rays, the four of them had crash-landed and swiftly undergone bizarre changes. Reed's body had become elasticised, gaining the ability to stretch to incredible lengths. He had adopted the pseudonym Mr Fantastic. His girlfriend Susan Storm had gained the power to turn herself invisible and to generate powerful force fields. She became the invisible girl. Her brother Johnny became the second Human Torch, and Reed's best friend Ben developed an orange rocky body and massively enhanced strength, which was comparable to that of MODOK's old foe the Hulk. The Thing was perhaps the least fortunate of the four: he would spend many years hoping that Reed would find a way to restore him to normal, since he found no joy in his monstrous new form.

It was the Thing who had allowed the man who had followed the android and reported back to Namor to escape. He had seen the synthoid attacking the defenceless member of the homeless and had rushed to his aid. The robot had turned its attention to him and had managed to subdue him by releasing a stream of anaesthetic gas from reservoirs hidden in its arms. It had then brought him to MODOK to use as a Guinea pig. MODOK was delighted with this prize, since he was eager to see how Virus X would affect a super-hero. If it could be used as weapon against the super-hero community, this would be a welcome added bonus. MODOK had the Thing's hands locked into titanium steel cuffs and then imprisoned him within an unbreakable transparent bell jar. Explaining what was going to happen, he then had Virus X released into the transparent cell. The Virus had no immediate effect, as MODOK had expected. However, so outraged was the Thing at what MODOK was doing, that he summoned all of his reserves of strength and smashed his way out of the "unbreakable" cell. Horrified, MODOK ordered his synthoids to attack as a group. They overcame the Thing, who was still groggy from the effects of the anaesthetic gas and bundled him towards another holding chamber. Just then however, Prince Namor arrived.

With the arrival of the Sub-Mariner, the tide of battle swiftly turned. As Namor attacked the Synthoids, the Bowery residents overcame the human AIM troops. Taking advantage of this distraction, Ben Grimm flexed his powerful muscles and shattered the titanium bonds holding his hands. Meanwhile, MODOK was telepathically activating enforcements. As the Thing arose to his feet, a wall slid upwards and three three-metre high super-synthoids emerged. They were not enough. As they attacked the Thing, Namor leapt to his aid and together they were able to overcome the massive robots. Realising that his plans were undone, MODOK seized the canister of Virus X and fled into his escape craft, already prepared by its human crew in the event of emergencies. Abandoning the agents who were still fighting, MODOK ordered the craft to take off. As it did so, a hissing sound filled the air. Damaged in the battle, the Virus X canister was leaking. MODOK stared at it aghast as his escape crafts crew fell dying to the ground.

MODOK himself was in no such danger. He and previously designed both a cure and a vaccine to Virus X and had taken the precaution of administering the latter to himself. Now all he had to do was pilot his craft back to Antarctica and prepare for his next venture. After all, he had seen how effective Virus X was, and if he was lucky, he had also killed the Thing.

Although Ben Grimm had not yet displayed any ill effects, he had never the less been exposed to Virus X. Now, as MODOK fled and the Sub-Mariner returned to Atlantis, he was suddenly overcome by a wave of dizziness and nausea. Barely able to stand or focus, he left the AIM base and began to stagger back to the Baxter Building, current home of the Fantastic Four. He was confident that Reed Richards' genius could provide an antidote. As he did so, he attracted the attention of MODOK's greatest enemy, as Tarleton would shortly discover…

The Thing's unsteady progress through New York quickly attracted the attention of a group of thugs who leapt at the chance to make a name for them by beating up the obviously weakened Thing. As they attacked him with sticks and motorcycle chains, Steve Rogers, a.k.a. Captain America, spotted them. He was in the neighbourhood in his civilian disguise as a freelance artist, having just been submitting some of his artwork to his employer. Changing into his costume, he easily defeated the street thugs and Avenger took the unconscious Thing back to the Baxter Building. Reed Richards quickly diagnosed that Ben was suffering from a strange form of radiation poisoning brought on by Virus X. He called Ben's close friend Bill Foster, a.k.a. the second Giant-Man, to consult with him, since Foster was a well-respected biochemist. As they continued to monitor the unconscious Thing, he came to, racked by pain. As his friends watched, the radiation of Virus X reacted with his unique metabolism and he began to mutate further, becoming even more misshapen and ugly. Angry and afraid, he went out to get some fresh air, with Giant-man accompanying him, whilst Reed continued to find a cure.

Meanwhile, Captain America had other plans. When the Thing had awoken, he had mentioned MODOK. Realising that his old enemy would not have created Virus X without creating an antidote to protect himself, he decided to track down his hyper-cranial adversary. At present, much of AIM's finances came from money laundering. Despite his current animosity with the East Coast branch of AIM, MODOK was still using New York based criminals for such operations. It was a simple matter for Captain America to use his underworld informers to find out where this was going on, and then to force the money launderers to tell him how they contacted MODOK's organisation.

MODOK's extensive intelligence network was swift to notice this. As soon as Captain America began to question his associates in New York, his AIM agents found out about it and reported back to him. As news reached his Antarctic base, one of his lieutenants reported to him that Captain America was searching for him. Realising that his old nemesis would not stop looking until he found him, MODOK began to prepare for his arrival. At this point, we must note a seemingly unimportant event, which will have major ramifications for MODOK in our next chapter. As MODOK's lieutenant reported to him, he was exposing AIM agents who had failed him to Virus X. He was unable to avoid expressing his horror, and was overheard by MODOK, who assured him that it was a just punishment for failure. This is just another example of MODOK's disregard for the lives of his underlings, and it is perhaps this event that sets in motion a chain of events that as we shall soon see, will come back to haunt him.

Meanwhile, Captain America had discovered the location of one of MODOK's American bases, and realised that it would provide a link to MODOK's current main headquarters. Accompanied by Giant-man and the Thing, he led an attack on a fully manned AIM headquarters. Galvanised by thoughts of the Thing's plight, the three of them fought hard and well. Easily overcoming the base's defences, they fought their way to the transmat platform and transported themselves to MODOK's Antarctic base and materialised right in the middle of a circle of armed AIM troops, led by MODOK and his latest creation. Although MODOK had been disappointed that he had not been able to watch the Thing die slowly in confinement, he had nonetheless been impressed by Grimm's strength and resilience and had constructed a new synthoid based on the Thing both in terms of strength and appearance. It was with this orange robot by his side that he now confronted his unwanted guests. Here we see once again MODOK's greatest flaw. Although he had not met Giant-man before, and although he believed that the Thing was dying, he knew from painful experience how dangerous Captain America was. Yet, rather than ordering his men to shoot the three heroes down instantly, he paused to gloat over their capture and the Thing's predicament. Taking advantage of this, the trio leapt off the transmat platform and attacked their captors. As Bill Foster went in search of the antidote, Captain America began to work his way through the AIM troops, whilst the Thing fought his synthoid counterpart. This synthoid was the pinnacle of MODOK's synthoid technology. Not merely a robot, it had been created using genetic engineering technology to create a powerful cyborg of prodigious strength. MODOK, confident that it would vanquish its inspiration, turned his attention to the Sentinel of Liberty, who had by now beaten MODOK's men into insensibility. Confident that he could kill the Avenger with a mind-blast whenever he chose, MODOK smugly informed him that reinforcements would soon arrive.

Just then the Thing smashed his synthoid counterpart through the wall of the base. The unthinkable had happened; even in his weakened state, Grimm had managed to overcome his adversary. More than that however, his removal of the synthoid from the base had smashed open an external wall below sea level. Immediately, the freezing-cold waters of the Antarctic Ocean flooded into the base, engulfing MODOK and tearing at the base's structure. At that moment, Giant-man returned with the antidote and the three heroes made their escape, teleporting back to America. Behind them, the headquarters began to collapse as the walls collapsed under the weight of the inrushing water. As the temperature plummeted, the base's heating systems, trying to compensate, went critical. With a final rending scream, MODOK's Antarctic base, twisted, collapsed and then exploded, consigning the secret of Virus X to the bottom of the Antarctic Ocean.

MODOK however, escaped. Once more erecting a mental force field he shielded himself from the destruction of his base and lifted himself from the icy waters. He had suffered yet another humiliating defeat, lost another weapon, and also lost not just one, but two headquarters. Worse still, he knew from painful experience that seeking revenge was a source of further trouble. Shortly after this however, he was unexpectedly presented with the prefect chance to kill the Thing. Even better, Grimm would not be able to fight back. It was an opportunity that he could not ignore.

Chapter 12: Assault on the Thing!

Since being cured of Virus X, the Thing had fought two enemies who outclassed even him in terms of strength. The first of these was the alien Gladiator, leader of the Shi'ar Imperial Guard, whose strength was directly proportional to his confidence in his own prowess. The second was another alien, the so-called Champion of the Universe. The Champion was a member of a loose group of aliens collectively known as the Elders of the Universe, who were united only by the fact that they were the last surviving members of their respective races. These virtually immortal beings survived the tedium of eternity by sustaining their interest in life through a hobby. In the case of the Champion, he sought to be the greatest warrior in the universe, and had challenged the Thing to a fight. The Thing had been badly injured as a result of battling these two awesomely powerful extra-terrestrials and was currently recuperating in a New York hospital. This provided MODOK with the perfect opportunity to eliminate an enemy whilst he was helpless.

MODOK was not alone in realising this. Thousands of miles away in Latveria, the Fantastic Four's archenemy and MODOK's old foe Dr Doom, had also heard of the Thing's predicament and knew that it would present an irresistible temptation to many supervillains seeking revenge. Doom himself however was far too honourable to attack a defenceless enemy. The Mad Thinker, MODOK's first opponent during the Black Lama's supervillain War, was also aware that many supervillains would undoubtedly attack Grimm. He also elected not to take a direct hand, but not for reasons of honour; ever the schemer, he had instead calculated that one of the Thing's enemies would soon be in a position to kill him, and so he had elected to gleefully monitor the situation from afar and let someone else unwittingly do his dirty work for him.

Fortunately for the Thing, his friends and allies in the superhero community had also realised that he would present a target for his enemies. Reed Richards had installed security devices in the Thing's hospital room, and a constant stream of well-wishing superheros provided an effective defence. By the time MODOK arrived, a number of battles had already been fought. Firstly, the Mechano-Marauder, real name Fabian Stankowicz, had attacked. Stankowicz, a rather confused but mechanically gifted young man, had never fought the Thing before, but was eager to make a name for himself as a super-villain. To this end, he previously donned a suit of robotic armour and attacked the Avengers, who had defeated him without much effort. On this occasion, his latest suit of armour was quickly demolished by the visiting Spider-Man, real name Peter Ben Parker, a well-known New York superhero who despite widespread public mistrust had long been friends with the Fantastic Four. The next would-be attacker was Mirage, a spandex-clad second-string supervillain whose gimmick was an image-inducer, which allowed him to disguise himself as other people and also to project multiple images of himself in order to confuse his opponents. Mirage, like the Mechano-Marauder, had not fought the Thing before, but was hoping to improve his reputation by kidnapping him and selling him to the highest bidder. Unfortunately for Mirage, New York based superhero Daredevil, in reality blind lawyer Matt Murdock, intercepted him and his men. Since Daredevil was blind and instead relied on his other, enhanced, senses, Mirage's image-inducer was utterly useless against him, and the villain was swiftly rendered unconscious.

The next supervillain to attack the hospital was rather more of a threat and was motivated entirely by revenge. The Mole Man, real name Harvey Rupert Elder, had once been an explorer whose diminutive stature, extreme myopia and general ugliness had made him a figure of ridicule to those who knew him. The embittered Elder had eventually found his way below ground and had discovered a tribe of Sub-Terraneans, an offshoot of humanity who had been bred long ago by the Deviants and who had lived below ground for millennia. Christening this tribe the Moloids, Elder had renamed himself the Mole Man and had established himself as their ruler. The Mole Man had been the first ever supervillain faced by the Fantastic Four and had fought them many times since over the years. He now attacked the hospital harbouring the Thing by burrowing up through the ground in a nuclear-powered vehicle called a Borer, manned by an attack force of Moloids. The Mole Man was chased off however by Thor, the Norse God of Thunder who was a founding member of the Avengers. Thor used his enchanted mallet Mjolnir to generate a blinding lightning storm around the Borer. To the eyes of the Mole Man and his subjects, accustomed to the absolute darkness of Sub-Terranea, the lightning was painfully bright. He and his Moloids quickly retreated below ground.

Meanwhile, another vengeance seeker had arrived, in the form of the arms-dealer known as Shellshock. Having clashed previously with both the Fantastic Four as a group and the Thing on his own, Shellshock, clad in a newly designed costume, and wielding his weapon of choice, his "Shock-blaster", sought merely to give the Thing a severe beating. Scott Lang, a.k.a. the second Ant-Man, soon chased him off first by growing to full-size virtually underneath him and delivering a swift blow to his jaw, and then by using his cybernetic ability to communicate with ants to order a whole nest of the insects to swarm over the villain. Elsewhere, Captain America was engaged in battle with the Grapplers, a criminal group of female wrestlers whom Grimm had recently defeated and sent to jail. The Grapplers consisted of Titania, Screaming Mimi, Poundcakes and Letha, real names Davida DeVito, Mimi Schwartz, Marian Pouncy and Hellen Feliciano, respectively. Whilst the Avenger easily overcame three of them, he was unprepared for Screaming Mimi, whose vocal chords had been surgically altered to allow her to generate sonic blasts on a wavelength calculated to disrupt the conscious mind and cause temporary insanity in her target. Although the Captain was able to resist this and defeat her, by this time Letha, Poundcakes and Titania had recovered and renewed their attack. Just then, the mutant outlaw group known as the X-Men arrived and routed the Grapplers.

Iron Man had now arrived to visit Grimm and immediately encountered yet another revenge-seeking villain. The Hijacker had been defeated by Grimm some time ago and had come after him in his powerful Crime-Tank, a massive armoured vehicle bristling with weaponry. Iron Man easily demolished it. And it was at this point that MODOK finally arrived.

MODOK was quick to assess the situation. He had almost certainly been expecting large numbers of supervillains to attack the Thing, and he had also certainly been expecting defending superheroes to be present. It seems likely that it was he who gathered up the villains and suggested a united attack; although it is possible that some other villain present suggested it. Either way, MODOK was soon part of a small army of super-villains making their way towards the hospital. Several members of the group were previous attackers, seeking a second chance at the Thing. The Mole Man and his Moloids, the Grapplers, Mirage and the re-outfitted Mechano-Marauder were all present. Also present were Iron Man's old enemies the Melter, real name Bruno Horgan, and Whiplash, real name Mark Scarliotti. The Melter was an ex-industrialist who had invented a weapon capable of dispersing certain types of matter on a molecular level, so that it appeared to melt. Whiplash, currently using the alias Blacklash, gained his name form his weapon of choice, a selection of mechanical and electronic whips, which could rend steel. They were joined by the Rhino (real name unknown), a hulking mercenary clad in a rhinoceros-like armour whose artificially enhanced strength rivalled that of the Hulk, and the Beetle, real name Abner Jenkins, another armoured mercenary whose costume allowed him to fly. Finally, they were joined by the Constrictor, a professional assassin equipped with coils made from the indestructible metal adamantium, which could also be used to channel a lethal charge of electricity.

This small army of villains was met by the X-Men, Captain America, the other three members of the Fantastic Four, Daredevil, Spider-Man, the Sub-Mariner, and the Canadian Super-Hero team Alpha Flight. Against this combined force of superheroes, MODOK and his allies were doomed to failure. Realising this, MODOK made a strategic withdrawal. Meanwhile, as the fight continued, the Mad Thinker's prediction had come to pass. The Sandman (real name William Baker), a recurring foe of the Fantastic Four as a member of the supervillain team the Frightful Four, had entered the Thing's room. The sand-like properties of his body had allowed him to slither in through the ventilation system and he was now in a position to kill the Thing. Instead, he offered his old foe a six-pack of beer and a box of cigars. Recently, the Sandman had decided to reform and go straight. The Thing had given him the chance to do this, and the Sandman was now keen to repay Grimm for giving him a chance. Once more, the Mad Thinker's calculations had been confounded by the unpredictable human factor.

MODOK was unconcerned at his failure to kill the Thing. It had at best been an unexpected bonus opportunity and he had lost little through his failure. He now turned his attention back to reunifying AIM under his leadership. As we have seen, MODOK had failed in his attempts to obtain any novel weapons to use against the opposing AIM faction, save for the Doomsday Man, which he had either forgotten or lost interest in. But new developments had recently come to light, which would force his hand. News had reached him from his spies in the East Coast AIM faction that they were planning to recreate the experiment that had created him, and thus create another MODOK, but this time one entirely loyal to them. If they were successful, they would then possess an agent who would be both as intelligent and as powerful as he was. This could not be allowed. MODOK had no choice but to make a strike against them. Interestingly, at this point something unusual occurs. When next we see MODOK's AIM agents they are clad in Yellow uniforms, and the East Coast agents are garbed in Blue. Although we are given no explanation for this, I hypothesise that MODOK at some point ordered his own men to change their colours in order to achieve a psychological victory over his opponents, who wishing to maintain the appearance of their independence from MODOK, were forced to change their colours accordingly. Whether or not this is the reason, the exchange nevertheless occurred. MODOK began to craft a plan of attack against them in order to achieve the final and decisive victory he sought. This plan would once more bring him into conflict with the Incredible Hulk.

Chapter 13: Onslaught on AIM:

With the need to attack the East Coast AIM forces now paramount, MODOK required a weapon immediately. From his new cliff-face headquarters on the coast near Maine, he quickly began to scan reports from his intelligence network, searching for a suitable tool. He found it in the form of the Abomination.

The Abomination was Emil Blonsky, a Russian spy who had infiltrated the Gamma base where Bruce Banner had tested the first gamma bomb and been transformed into the Incredible Hulk. Blonsky had been exposed to a massive concentrated dose of gamma radiation whilst trying to sabotage a machine that Banner had been about to use, and had been transformed into the Abomination. Initially, he had been stronger than the Hulk, but after his first defeat, Banner had managed to reduce his strength to levels slightly less than those of the Hulk. He was still however, a formidable opponent. Unlike Banner, who as we have seen alternated between his normal form and that of the Hulk, Blonsky was permanently transformed into the Abomination. Unlike Banner, he retained his intelligence in his new, gamma-powered form. His appearance, as his name suggests, was much more grotesque than the Hulk's. Whilst also a green goliath, the Abomination's skin was scaled and his face was monstrously distorted so that he resembled a gargoyle. Blonsky's last encounter with the Hulk had been in outer space, where the Abomination had been serving the powerful planet devouring being known as Galaxy Master. After being beaten by the Hulk, the Abomination had been left drifting in space, and had been encased in ice as a result of the intense cold. Somehow, his frozen form had returned to Earth's solar system and had been picked up by a NASA space shuttle. MODOK's agents had discovered that the American Government had ordered the construction of a special military base to contain the cryogenically preserved Abomination, which had been code-named Project Earthfall. MODOK intended to retrieve him, thaw him out, and send him to attack AIM.

MODOK decided to personally take charge of retrieving the Abomination from the Project Earthfall base. Arriving at the base, he conducted a psychic scan of the facility. He was immediately intrigued by the thoughts he detected in the mind of the base's commander, General Thaddeus "Thunderbolt" Ross. Ross's fear and hatred of the Hulk was as strong as it ever had been, but recently a change had occurred in the Hulk. Banner had learned to control his transformation and now retained his own mind and intelligence even when he was in the body of the Hulk. With the threat of the rampaging Hulk seemingly averted, Banner had received a presidential pardon and was now conducting government-sanctioned research at Northwind Observatory in Upper New York State. Ross was no longer able to hunt the Hulk, but still considered him to be a potentially threat. Certain that Banner's control would not last he was secretly planning to use the Abomination to destroy him. Although the Hulk had always beaten the Abomination in the past, he had usually achieved this because of the fits of savage rage that fuelled his strength. With Banner now in control of the Hulk, Ross believed that he would be unwilling to surrender to such rage and that the Abomination would therefore be able to defeat him. Intrigued by this, MODOK decided to talk to the General. For this reason, he decided not to kill any of the base's personnel.

MODOK began his attack. Easily shattering the gates to the compound with a mental blast, he rendered the security guards unconscious and penetrated the base proper. He then began to systematically neutralise the base personnel. We see here MODOK at his most powerful. Single handedly, totally unsupported by AIM soldiers, he moved through the base swiftly and efficiently, telepathically inducing unconsciousness in anyone he encountered. The base's automated defences were no matches for him: reacting at the speed of thought, he shattered the machine-gun nests with his mind-beam. The reinforced shutters leading to the cryogenic core of the facility melted under his psionic onslaught. With the last obstacle overcome, MODOK induced sleep in the minds of the research staff in the core and approached the super-insulated shaft containing his objective. Behind him, he sensed Ross approaching, covering him with an ion ray blaster designed by the Pentagon. MODOK was unconcerned by this: even if the weapon were a threat, he knew Ross would not fire. He was too eager to see the Abomination awoken. Greeting the General, MODOK explained his intention for the Abomination. Ross admitted what MODOK already knew, that if he had not come along, Ross himself would have released Blonsky from his prison and sent him against the Hulk. Since this would mean defying a Presidential pardon, it would make Ross a traitor. It appealed to MODOK to see a man betray everything he represented. He decided to help the General. MODOK suggested a bargain with Ross: in exchange for allowing him to take the Abomination without interference, MODOK would send Blonsky up against the Hulk. He too believed that the Abomination could defeat the new, civilised Hulk. This would allow Ross to achieve his ends whilst blaming MODOK for the Abomination's escape. In return, MODOK would be allowed to use the Abomination against AIM without Ross's interference. Ross agreed.

MODOK of course, had no need to make such a pact. He could have merely slaughtered Ross on the spot. He was not averse to the idea of having Blonsky defeat the Hulk, since he would gain revenge for his two previous defeats at the hand of the Green Goliath as a result. But he could have sent the Abomination after the Hulk of his own accord. It was purely to see Ross betray his country that MODOK agreed to the bargain. To MODOK, bitter and twisted as he was, killing was easy but there was nothing more gratifying than destroying someone's life.

As Ross looked on, MODOK turned his mind-beam on the vast block of ice in the pit, and defrosted the Abomination. Fate however, had a surprise in store for both MODOK and his reluctant ally. As the Abomination awoke, he fell to his knees and began to cry. So badly had he been beaten by the Hulk during their last encounter, that he was terrified at the thought of fighting him again. Ross was disgusted. He had risked court-martial for treason to free a man who could not even carry out the task he had been freed to carry out. MODOK however, was unconcerned. Despite the Abomination's newfound pathological fear of the Hulk, he was confident that he could force Blonsky to fight. He would even have the fun of torturing him in the process. With the Abomination now in his grasp, MODOK prepared to leave, though not via the route by which he had arrived. Although he had needed to fight his way into the base in order to neutralise its staff, he had no such constraints upon his departure. He teleported both himself and the Abomination back to his AIM base. As he left, he gleefully blasted Ross into unconsciousness, ostensibly for the purpose of making it appear that Ross had resisted the kidnapping of his charge.

On arrival at his headquarters, MODOK began to prepare the Abomination. His problem was Blonsky's overwhelming fear of the Hulk. In order to overcome this, MODOK decided to make the Abomination much more terrified of him, so that he would face the Hulk rather than face MODOK's wrath. To this end, he placed the Abomination in a high-tech torture chamber of his own devising. Presumably, the usual purpose of this room was the torture and execution of AIM agents who had failed MODOK. Alternatively, it may have been designed as a vigorous training centre for field agents. Either way, it was now used to make the Abomination fight against pain. As the terrified Blonsky looked around him, energy beams lashed up from the floor and bathed the room. Wall-mounted cannons fired plasmifire at his gamma-powered hide, huge metal bludgeons flailed at him, and clawed metal tentacles seized him in a painful grip. Desperately he began, reluctantly, to fight the mechanical torture devices. As he realised that MODOK would not show mercy and would not stop his ordeal until he agreed to serve him, he promised to fight anyone MODOK asked him to - except the Hulk. But MODOK was not satisfied. He would see the Hulk defeated, and he would force the Abomination to do it, or he would cause him more pain than he could imagine. Tortured beyond endurance, Blonsky had no choice but to comply. MODOK dispatched him to the Northwind Observatory where Dr Banner was to be found.

MODOK's need for the Abomination was about to become even greater than he had anticipated. Shortly after he sent Blonsky on his way, an East Coast AIM strike force, now clad in the Blue uniforms that until recently MODOK's own agents had worn, attacked MODOK's base. MODOK was immediately suspicious. His base was well protected against eyes both human and electronic and yet the enemy AIM faction had located it with apparent ease. He had calculated the odds of such an event occurring and concluded that it was enormously improbable. The conclusion was logical. Sure enough, a quick scan of the minds of his own AIM agents revealed that a mental block had been unanimously raised against him. MODOK had been betrayed once more. It should have been no surprise to him. Already we have seen the horror of his lieutenant at his Antarctic base at the sight of MODOK casually executing agents who had failed him. Such behaviour was typical of MODOK, and now his West Coast forces had, like his East Coast faction before them, tired of his tyranny. They had agreed to join forces, reuniting AIM, and casting out once and for all their greatest mistake. So determined were to be free of him, that they willingly sacrificed some of their number to maintain the pretence for as long as possible. MODOK was impressed by this display of ruthlessness in spite of himself, but was unconcerned by the threat which the AIM forces posed. Despite the arsenal of weapons at their disposal, he knew that they had nothing that could penetrate his psionic force field. However, so outnumbered was he that he elected to escape and return when the Abomination was at his side. Exerting the full-force of his mental blasts, he bored a shaft up through the base, through the rock of the cliffs above, and out to freedom.

The Abomination meanwhile, had arrived at the Observatory and was trying to summon up the courage to enter. Finally doing so, he smashed his way inside and demanded to see the Hulk. To his relief, it was Banner he faced. If he could kill him before he transformed into the Hulk, his problems would be solved. Just then the Recordasphere, an artificial intelligence created by Banner to record the details of his work and to keep him company whilst he worked alone, attacked him. Of late, it had began to exceed its programming and had fallen in love with its creator. Now leaping to Bruce's defence, it fired its defensive laser beam at Blonsky. Furiously, the Abomination swatted it out of the air, shattering it. It expired, never having revealed to Banner its love for him. With the sphere destroyed, Blonsky began to approach Banner, when he was suddenly immobilised by an energy field fired from an ion-disruptor wielded by Dr Katherine Waynesboro. Waynesboro was Banner's new research assistant, who had been sent to him by SHIELD. In fact, she was an actual SHIELD agent and had been assigned to monitor him in case he began to lose control of the Hulk once more. As she fired the SHIELD-issue ion-disruptor, Banner realised this and was overcome with disappointment that SHIELD still did not trust him, and that she had not been honest with. He transformed into the Hulk to emphasise his newfound control, just as the Abomination broke free of the energy field. Blonsky was horrified that he faced the Hulk once more, but he knew that MODOK would be able to home in on his brain-patterns and hunt him down if he did not continue with his mission. Reluctantly. He attacked the Hulk. To his relief, the Hulk did not put up much of a fight: MODOK had been correct that with Banner's psyche in control, he could not get mad enough to beat the Abomination. Suddenly however, that changed. As the two goliaths fought, Katherine Waynesboro radioed the SHIELD helicarrier to send for back up. Reminded of the betrayal of the woman whom he was starting to fall in love with, Banner lost his temper, and easily pummelled the Abomination into submission. As Blonsky burst into frightened tears, Banner regained control and stopped his attack. He realised that SHIELD had been right to monitor him, as he had just demonstrated how easily he could lose control. Meanwhile, on the floor, the Abomination was wracked by indecision. He was too afraid to face the Hulk again, but he was even more afraid to return to MODOK with his mission incomplete. He decided to try and appease MODOK's wrath. If he could not defeat the Hulk, he could at least deliver to MODOK something that would make the Hulk surrender to him. Acting faster than Banner could react, he leapt up, seized Dr Waynesboro, and jumped up through the roof to safety. As he did so, the conservatory roof collapsed, burying the Hulk. By the time he was free, the Abomination's powerful leaps had carried him and his captive far away. Realising that blindly chasing him was futile, Banner frantically set to work to devise a means of tracing the Abomination. As he completed the gamma tracker, General Ross appeared with his daughter. Unintentional revealing his alliance with MODOK, he was shamed by Banner's accusations. As he defended himself by denouncing the Hulk as a monster, Betty intervened. She was disgusted by his attempt to kill the man she still loved, and as the Hulk bounded away in pursuit of the Abomination she reminded him of what he had become: a traitor.

The Abomination had by now returned to MODOK's headquarters on the coast near Maine. But he was unaware of the recent coup de tat by his master's underlings and it was not MODOK he now delivered Katherine Waynesboro to, but the reunified AIM. AIM was not interested in the Abomination but decided to allow him to share their new found freedom from MODOK and told him that he could go free. Dr Waynesboro however, was another matter. As we have seen, the East Coast AIM faction had decided to recreate the MODOK project in order to defend itself against the original. Despite the fact that AIM was once more a united organisation for the first time since MODOK's first encounter with Captain America on board the AIM submarine base, they still feared that he would return and so decided to continue with their plans. They had been hampered by their refusal to subject another AIM operative to the transformation process, because they feared that history would repeat itself if they used one of their own. They instead sought an independent victim whom they could implant with post-hypnotic commands and transform into a new MODOK who would be entirely under their control. They elected to use Dr Waynesboro.

Unbeknownst to AIM, MODOK was outside the base and was monitoring these events telepathically. Just then, the Hulk arrived, led there by his gamma detector. MODOK approached his old foe and telepathically inserted knowledge of recent events into Banner's mind. Although the Hulk knew that MODOK was ultimately responsible, Banner's first thought was for Katherine's safety. He agreed to join MODOK in an assault on the AIM base. For MODOK, things were working out perfectly. The Hulk would replace the less-powerful Abomination as his ally and together they would smash AIM.

Inside, Katherine Waynesboro was being prepared. She had already been stripped and dressed in a revealing golden costume designed to both conduct the gene-altering mutagenic currents through her body and also to adjust to her new physical form. The posthypnotic commands had been implanted and all was prepared. The terrified SHIELD scientist was dragged kicking and screaming onto the alteration platform and swiftly sank into its glowing surface.

By now, MODOK and the Hulk had gained entry to the AIM base and were fighting their way through the ranks. Whereas the Hulk was using non-lethal force to overcome the opposition, MODOK was happily slaughtering his one-time agents as we saw him do in the New York Alden Department Store base. As they approached the Alteration Chamber, they encountered the abandoned Abomination, cowering in the shadows. MODOK was quick to attack his unfortunate slave, promising a lifetime of terror and misery ahead of him. Fortunately for Blonsky, at that moment MODOK detected unusual thought patterns emanating from within the Alteration Chamber. Rejoining the Hulk at its door, MODOK entered. As he and the Hulk watched, ranks of AIM agents saluted the figure rising from the transformation platform in a hoverchair not unlike MODOK's own. As the thing that had been Dr Katherine Waynesboro glided forward, the assembled AIM agents hailed their new creation: Ms MODOK. The Hulk was frozen in horror at the grotesque sight before him. MODOK however, saw something else: the beauty of an intellect on a par with his own. Ms MODOK offered him something he had thought impossible since he had ceased to be George Tarleton and become MODOK. She offered him a mate.

The newly appointed Scientist Supreme pointed at MODOK and ordered Ms MODOK to kill him, thus carrying out the function for which she had been created. But she refused. The posthypnotic commands with which Katherine Waynesboro had been implanted were not powerful enough to harness a mind as powerful as Ms MODOK's. Just as intrigued by MODOK as he was with her, she chose to be with him, in a union of the mind. As the Hulk watched, the two giant brains unleashed their mental beams, merging them and joining with one another's psyche. This was more than the Hulk could cope with. Demanding that Katherine's mind be freed he angered MODOK who did not wish to see his "bride" referred to disrespectfully. Unleashing his mental beam once more, he attacked the Hulk. Banner refused to yield. Gloating at his power, MODOK decided to demonstrate the full extent of his power to his foe. Now turning his mento-beam upon the luckless Abomination, he continued to blast away at him until Blonsky's gamma-powered form was totally atomised. In thus demonstrating his power however, MODOK had erred badly. Whilst he had no conscience to hamper his actions, Ms MODOK did. Horrified at his callousness, she rejected him, telling him that whatever they may look like, they were not the same. All life was of value to her, but to the arrogant MODOK only the two of them were of any importance. +

Stung by her rejection and once more alone, MODOK now turned his mind against her. Whilst her intellect and powers matched his in theory, she was newly transformed and much weaker than he was. Unable to resist, she was forced back further and further until she sank, once more, into the transformation platform. Enraged by the apparent destruction of the woman he was starting to love, the Hulk once more attacked MODOK. Knocking the emerald-hued goliath aside, MODOK told him to appreciate the boon that MODOK had generously granted. Before the Hulk could consider this however, the roof, weakened by their battle, collapsed, and the Hulk was once more buried under rubble. By now, the AIM agents had fled. With nothing left to keep him there, MODOK departed his one-time base and flew off into the night. Behind him, the Hulk emerged from the rubble. As he watched, the transformation platform began to glow, and then Dr Katherine Waynesboro, restored to normal, was regurgitated from its depths. MODOK had indeed granted the Hulk a favour, and restored to him the woman he loved.

It would be easy to suggest that MODOK reversed the process which had transformed Katherine Waynesboro into Ms MODOK simply because he had no desire for an opponent whose powers and intellect matched his own. But if this is case, it does not explain why he did not simply kill her. What is also of note is that his destruction of the Abomination suggests that he could also have killed the Hulk whilst he was buried beneath the rubble, but he did not. Instead, one of the most sadistic and evil villains of the twentieth century spared an old enemy's life and restored his love to him at the same time. Against all expectations, MODOK's brief love for Ms MODOK had awakened in him a brief glimmer of humanity and of mercy. Having loved Ms MODOK, it seemed that he was unable to kill her, and instead restored her body, and returned her to Dr Banner.

MODOK's assault on AIM had cost him dearly. He was now totally unsupported and this time he had no safe haven across the continent. AIM was now united against him and would undoubtedly hunt him down. Things had never looked bleaker for him. With not only SHIELD but now also AIM constantly seeking him out, his options were limited. AIM undoubtedly knew the location of all of his bases and he no longer had access to the resources needed to build new ones. He had one last place he could go to, where he believed that AIM would never look for him. He was wrong.

Chapter 14: The Serpent Society:

AIM knew that MODOK would continue to be a threat to them for as long as he still lived. The logical solution to this problem was therefore to ensure that he did not live for much longer. But AIM knew all too well the danger of attacking MODOK, and so rather than attempting to eliminate him themselves, they decided to hire an assassin. Eventually, they commissioned not simply a lone assassin, but a new criminal organisation called the Serpent Society to carry out this task.

Seth Voelker a.k.a. Sidewinder, a one-time employee of the corrupt Roxxon Oil Company and now turned professional costumed criminal, had recently founded the Serpent Society for the sole purpose of profit. Sidewinder, whose gimmick was a teleportation device built into his costume, had approached numerous other criminals with snake-based powers or costumes to form the group. Currently, the Serpent Society consisted of: the Cobra, real name Klaus Vorhees, who could distend his body allowing him to squeeze through narrow gaps; Bushmaster, real name Quincy McIver, a quadriplegic who had been given a prosthetic tail and arms by Voelker; Diamondback, real name Rachel Leighton, a costumed thief equipped with exploding and poison-tipped "diamonds"; Anaconda, real name Blanche "Blondie" Sitznski, a huge powerful woman with greater than average strength; the mute Death-Adder, real name Roland Burroughs, whose costume was equipped with lethal poisoned claws; Cottonmouth, real name unknown, whose artificially enhanced jaws could distend and bite through steel; the Asp, real name Cleo Nefertiti, another costumed thief who could release an illusory phantom "skin" which could hypnotise her victims; The Rattler, real name Gustav Krueger; Black Mamba, real name Tanya Sealy, who could attack her victims with a bioplasmic "venom-burst"; and finally Princess Python, real name Zelda DuBois, a long-time member of the Circus of Crime whose gimmick was a gigantic pet python which obeyed her commands. This group of criminals were keen to gain a reputation for themselves amongst the criminal underworld, and eagerly accepted the assignment of killing the infamous MODOK. All they had to do was find him, which would not be a problem. AIM knew exactly where he would go.

MODOK had a weakness, which he had strived hard to keep secret. The human brain uses up a disproportional amount of energy for an organ of its size, some ten percent of the body's intake. For MODOK, this presented a huge problem, since he could never eat enough to meet the colossal energy requirements of his vast brain. As a result, once a year, he required a massive infusion of psionic and psycho-motor energy directly into his brain. The equipment required for this infusion was well hidden from his former AIM underlings. It was on board the sunken sub-marine where he had first met defeat at the hands of Captain America. Following its destruction, he had returned to the wreck with a group of AIM technicians and had repaired and refitted the bio-laboratories containing the necessary apparatus, making them air-tight and sealing them off from the rest of the derelict vehicle. Once this was done, it is likely that he killed the technicians who carried out these repairs, since he certainly would not want anyone to know of this. Now on the run from AIM, he believed that the ruined sub-marine would provide the perfect hiding place and would allow him to recharge his mental powers to their optimum levels. AIM would never think to search for him on board a wreck.

MODOK was horribly mistaken. AIM had somehow found out about his energy requirements and had provided the Serpent Society with the location of their old base and detailed plans of the sub-marine's layout. Sidewinder immediately dispatched Bushmaster and Diamondback to neutralise their hyper-cranial quarry. Donning respirators, the pair swam down to the old wreck and forced open an old entrance hatch. Soon, they had made their way to the areas of the sub-marine containing the bio-laboratories and discovered that the area was airtight and that the air was clean and fresh. MODOK it seemed had been there recently and might still be present. In fact, MODOK was currently reclining on a couch in the lab housing his energy feeder. Feed tubes connected to the machinery were plugged into his massive headband and were pumping energy directly into his brain. His hover chair waited nearby. It was at this point that the two serpents entered. Despite the fact that they were expecting to find him, they were still shocked at the grotesque site of their misshapen target. Alerted to their presence by Diamondback's exclamation, MODOK lashed out at them with a mental blast. Retaliating, Diamondback hurled three of her diamonds at him and severed the feed tubes. MODOK immediately realised that he was in trouble. He had not received a full infusion of energy and was left weak and undernourished. He had to escape. Summoning his chair to him, he clambered into it with remarkable speed and it closed around him protectively. Instantly, he blasted a hole through the roof of the sub-marine, wrapped himself in a protective telekinetic bubble, and shot upwards towards the surface. He had a passenger: Bushmaster had lunged at him just as his chair had close around him, and had sunk his claws into the metal of his chair. As MODOK rose higher and higher into the air, he repositioned himself so that he could see Bushmaster, and unleashed a mental blast at him. Bushmaster's prosthetic arms were torn off at the shoulders and he plunged back into the ocean. MODOK, eager to conserve his strength until he could complete his feeding, headed for shore. He reached New Jersey, some ten miles away, when his vertical thrusters, damaged by Bushmaster's claws, finally gave out. MODOK crashed ignominiously into a tree, smashing it into firewood. He was now in even more trouble than before. Although he could move horizontally just above the ground, he could not gain altitude. If he was attacked, he would be unable to fly to safety, and with his energy levels depleted, he could not be certain of surviving another fight. He had to find a hiding place until night fell. Soon, he found an articulated lorry with "Toyland" emblazoned on its side at a nearby truck stop. Sneaking into the back of the trailer, he huddled down amongst the crates it carried and allowed the unwitting driver to take him wherever he was going.

Meanwhile, the Serpent Society was stepping up the pace of their hunt. Diamondback had escaped from the rapidly flooding sub-marine and had rescued the armless Bushmaster. Contacting Sidewinder, she had advised him that MODOK's chair was damaged. Sidewinder quickly informed the other members of the Serpent Society, who began to scour the area around Diamondback's coordinates. Meanwhile, the truck containing MODOK had reached Newbury shopping mall in New Jersey. Slaying the two men who unlocked the truck, he fled into the Toyland warehouse, and looked for somewhere to hide. The Serpent Society was now close on his trail however. They had tracked him to the area, and had learned from police bands that two men had been killed near the mall. Deducing that this was MODOK's work, they prepared to en mass. Ironically, MODOK's one chance now lay with his oldest and greatest enemy. Members of the public had spotted the saucer-shaped craft used by the Serpents, and Captain America's newly formed teenage intelligence network had reported the sightings to the avenger. Intrigued, he had now arrived at Newbury by motorcycle. He quickly learned what was happening - from one of the Serpents! Princess Python had heard of MODOK and was terrified of facing him. She had no weapons, had no stomach for murder, and did not even have her pet python with her. Fleeing from her colleagues, she was spotted by the Captain, who stopped her and demanded answers. Frightened of being found by the Serpents, she quickly explained about the planned assassination, told Captain America that she wanted no part of it, and begged him to release her. He agreed, since murder, even that of MODOK was not something he could allow to happen.

Inside the mall, the Serpents were searching. Captain America ordered the manager of the mall to order the public to leave, and then he set about finding the serpents. He located the Cobra almost immediately, and took him out of the fight with a single punch. By this time however, the others had located MODOK and engaged him in battle. As Captain America reached them, they divided their forces. Diamondback, Asp and Black Mamba attacked the sentinel of liberty, and the rest closed in on MODOK. MODOK put up a good fight. As Anaconda went for him, he blasted her through a window with a mind blast. But already, he was weakening. Although Anaconda was thrown clear, she was otherwise unharmed, whereas such a blast had once atomised the Abomination. It was only a matter of time now until MODOK fell.

Captain America overcame his opponents and pursued MODOK and his attackers into a loading bay. He was far too late. MODOK's chair had been shattered. Unable to move and too weak to fight, he struggled feebly as Cottonmouth sunk his teeth into his arm and Death-Adder's claws tore open his throat. Captain America's shield smashed the two serpents away, but the poison on Death-Adder's claws was flooding through MODOK's body. The last thing he saw was the face of the oldest enemy. Then he died.

MODOK's death would be the trigger that would prompt Captain America to hunt down and break the Serpent Society. It would be a long battle, which would take him many months to win. Sidewinder's ability to teleport meant that it was almost impossible to keep the Society members in custody, since their leader would rescue them from their cells, and even later on when the Cobra took over as leader, the Society would still be a formidable force. But for now, the Society had succeeded in their first professional assignment. MODOK was dead.

However, the Society had not yet fulfilled their contract. Killing MODOK was only part of it. AIM had been quite insistent that his corpse should be returned to them. Because Captain America was on the scene, the Society could not make off with the cadaver then and there. Instead, they had to bide their time. Very soon, MODOK was at the local morgue, his body stripped and prepared for autopsy. The mortuary attendants were reluctant to touch the misshapen form, but the Sheriff's office was quite insistent. Gritting their teeth, they approached the body. The Serpent Society spared them the task of performing an autopsy on MODOK. Anaconda suddenly kicked the door off its hinges, knocking the police officer present unconscious. The two morticians were stunned by Black Mamba's venom burst and the Cobra's nerve gas gun. The Mamba was as reluctant to touch the body as the attendants had been, and it fell to the strapping Anaconda to carry the body out. Very soon, they arrived at the new regional headquarters of the refitted AIM, and handed over the body. AIM, glad to be finally safe from MODOK's attentions handed over the fee of one hundred thousand dollars in unmarked bills, and the Serpents departed.

With the death of MODOK, it may seem as though our journey is at an end. But this is not the case. AIM did not order the Serpent Society to bring them MODOK's corpse merely as proof of his demise. They had plans for him…

Chapter 15: Life After Death:

Free of MODOK and of the civil war within AIM that he had caused, the Advanced Idea Mechanics now felt that they could reclaim the levels of glory that they had possessed prior to MODOK's creation. Regrouping, they established a new mobile sub-marine headquarters and appointed a new Scientist Supreme, who began to work hard to make AIM a successful organisation once more. But the Supreme Scientist's brother, the enigmatic Yorgon Tykkio, was dissatisfied with the new direction in which AIM was being taken. Recently, they had clashed with Iron Man, and as a result had lost the services of one Dr Atlanta, described by Yorgon as "one of the finest minds of this century". He blamed his brother's poor leadership for this defeat. The Scientist Supreme considered the loss of Dr Atlanta to be unfortunate, but ultimately insignificant, and warned Yorgon not to push him too far. His tolerance for insolence was by no means infinite. Yorgon was disgusted and decided to take matters into his own hands. He felt that the loss of Atlanta had been due to his brother's underestimation of Iron Man and decided to deal with the armoured avenger himself. With this thought uppermost in his mind, he soon found himself in the chamber housing MODOK.

The poisons that had killed MODOK had left him brain-dead, but his body had been restored to life, and the wounds inflicted by Death-Adder and Cottonmouth had been healed. The Scientist Supreme intended to use him as a mobile computing device, but Yorgon Tykkio saw in him a far more useful purpose. He intended to use MODOK to kill Iron Man. Yorgon set about modifying MODOK accordingly. Firstly, he modified both MODOK and his chair so that he could move him about by remote control. Next, since MODOK was no longer capable of firing mental blasts, Tykkio replaced the gem on his forehead, which had focused his mental energies, with an electron plasma beam emitter. He also secreted a microphone into MODOK's hoverchair through which he could speak to Iron Man from afar and installed devices that allowed him to see and hear what was going on. With MODOK under his control, all he needed to do now was locate Iron Man.

The Scientist Supreme had established an extensive intelligence network and had ordered them to report the location of Iron Man whenever possible, since he had recently been taking an interest in AIM. One of AIM's agents had discovered that Iron Man would be giving a talk designed to sell Stark's design for a new Space Station. This talk would be held the following day at the Eastwick Hotel Convention Centre. Contacting AIM, agent Sylvester reported his findings to the "Scientist Supreme". In actual fact, it was Yorgon, posing as his brother, who took the message. He was now ready to put his plan into action.

The next day, Tony Stark's armoured alter ego began to address his audience as planned. He was hoping that the impressive nature of the Iron Man armour would sway potential investors in his favour. Just as he unveiled an artist's impression of what his space station would look like, the wall upon which is projected burst inwards, and MODOK smashed his way into the room. This was a considerable surprise to Iron Man, who had read the reports of MODOK's death filed by Captain America. Stating as much, he was intrigued by MODOK's response:

"The reports of my death were greatly exaggerated".

Although Iron Man had only fought MODOK twice before, he would not have expected him to be quoting Mark Twain. He had also quickly noticed that his voice sounded different…and his lips, when he spoke, did not move. As the crowd fled the rapidly crumbling auditorium, MODOK unleashed a blast at Iron Man. The avenger's sensors immediately told him that it was not psychokinetic. This was the final confirmation that if this was MODOK, he was not under his own control. Dodging the blast, Iron Man threw a punch at MODOK. It connected with a hastily erected force field, as Stark had hoped. Taking advantage of this, he fired his repulsors at MODOK, hitting the field and setting his hovering foe spinning. Swooping underneath him, he tried to steer MODOK outside. Tykkio was having none of this. Unleashing a blast, he shattered a support pillar, forcing Iron Man to shore up the roof himself or see the people still in the building crushed. Whilst Iron Man exerted all of his strength to wedge the pillar under the ceiling, MODOK fired a constant stream of energy onto his back. Unable to divert energy to his shields until he was sure the pillar was secure, Iron Man could only pray that his armour could withstand the attack. Fortunately, it could. With the building safe, he whirled round and delivered a repulsor blast that hurled his foe straight through the wall. Confident of victory, Iron Man approached his tumbling enemy. But MODOK, or at least Tykkio, was playing possum. As Stark approached, he suddenly flipped upright and fired an electron plasma blast at Iron Man from point-blank range. As the avenger crashed lifeless to the ground, Yorgon crowed his triumph. With Iron Man dead, all he had to do was present the body to AIM, and he would certainly be elected Scientist Supreme. He manoeuvred his puppet towards Iron Man. But then, as MODOK's stunted arms lifted the avenger, Tykkio discovered that he too knew how to play possum. Jerking free, he fired back at MODOK. The final battle took less than a minute. Blasts from repulsors were traded for electron plasma blasts. Yorgon even tried felling his opponent with the thrusters of MODOK's chair. But finally, they paused, and Iron Man ordered MODOK to surrender. He must have realised by now that he could not win. Iron Man was quite correct. Realising that he was not going to win this fight, Yorgon decided to finish it in style. During the battle, the road had been turn up, and underground gas lines had been exposed. A final electron plasma blast ignited one such gas line. The explosion rocked Iron Man, but its effect on MODOK was more final. Tykkio had no intention of letting Iron Man trace the control signal back to his source. The blast ripped MODOK's animated cadaver apart, chair and all. Nothing was left but debris. This confirmed what Iron Man already knew. MODOK would never have chosen death over surrender. Someone had been controlling him.

Iron Man would go on to fight AIM again, including Tykkio, who was already being imprisoned by his brother for disobeying orders and depriving AIM of the uses to which he had intended to put MODOK's corpse too. But none of this concerns us here. With MODOK not only dead, but totally destroyed, it we seem that our journey is at an end. We have seen George Tarleton transformed from a man into a monster, seize and lose control of the organisation that had changed him, and battle some of the most famous superheroes and supervillians of his time. We have followed MODOK's story from the moment of his creation to the moment of his death and beyond. Yet we are not yet done. MODOK would not be allowed to rest in peace. Merely a couple of years after the destruction of his corpse at the hands of Yorgon Tykkio, he would return from beyond the veil to menace the world anew. And ironically, AIM would be the instrument of his resurrection.

Chapter 16: Taking A.I.M.:

Shortly after the destruction of MODOK's corpse, AIM seized the Pacific island of Boca Caliente and made it their own, despite Iron Man's best efforts to stop them. Sometime later, they became a legitimate business corporation as manufacturers of exotic weapons, a status they had not enjoyed since before they first clashed with SHIELD. But unknowingly, they had exchanged the leadership of one of their greatest creations for that of another, because Alessandro Brannex, the new chairman of their board of directors, was secretly the Super-Adaptoid.

Under the leadership of the Adaptoid, AIM prospered, both in the legitimate weapons market and in their illegal ventures. But the Super-Adaptoid was secretly replacing AIM agents with Adaptoids, and slowly but surely AIM's human personnel were dwindling in number. Two or three years after MODOK's death, the Super-Adaptoid became aware of a development, which it could not ignore. AIM's original Cosmic Cube had eventually matured into a sentient life form known as Kubik, which had long since left earth. Since that time, the Red Skull had joined forces with Nazi geneticist Arnim Zola to recreate the Cube. They had been joined in this venture by the Hate-Monger, a reincarnation of Adolf Hitler, whose mind had been transferred into a cloned body at the end of the Second World War by Zola's technology. Ultimately, the Cube they had created had been flawed, and had not worked as the original had, but the Skull had used it to trap the mind of Hitler, since he knew that it was only a matter of time before his one-time mentor betrayed him. Recently however, the Cube had become active and had started to function as the original had. The Super-Adaptoid learned that it was housed at a secret facility owned by the Skull in the Canadian Northwest, and decided to steal it. Like the Skull, it had once tried to use the power of the original Cube to conquer the world, only in its case, it had actually stolen the power of Kubik rather than using the embryonic Cube. It had been defeated on that occasion by Captain America.

Shortly before the Super-Adaptoid's agents stole the Cosmic Cube, its containment vessel ruptured and the raw power it generated was unleashed. The Red Skull's Canadian facility was utterly destroyed. However, the AIM agents sent by the Super-Adaptoid were able to contain and steal the Cube and took it back to Boca Caliente. By now, all of the AIM agents on the island were Adaptoids. The Super-Adaptoid knew that the accident that had occurred in Canada might well happen again and realised that it needed an agent capable of harnessing the power of the Cube. It needed MODOK.

Resurrecting the dead was not beyond the scope of AIM's technology, but without a corpse it would be extremely difficult. Yet AIM had little option but to try. Under the supervision of the Super-Adaptoid, the science counsel set about planning Project: Resurrection. They were fortunate to have done so, for even as the Adaptoid had feared the containment facility built on Boca Caliente to house the Cube could not cope with the forces it contained. A breach was torn in it and the Cube's energy flared up into the sky above the Island. As yet, Project: Resurrection was not complete. The Super-Adaptoid decided to buy time by sending MODAM to attempt to stabilise the breach.

MODAM was an acronym of Mental Organism Designed for Aggressive Manoeuvres, and she was AIM's second attempt to repeat the MODOK project, the first of course being Ms MODOK. Originally, she had been a Russian spy who had been mind wiped by AIM in order to prevent the emergence of her previous personality taking over, as had been the case with her two predecessors. There is some her real name was Olinka Baranova, although since AIM routinely falsified their personnel records, this is unclear. Originally, she had been designated SODAM, an acronym for Strategic Organism Designed for Aggressive Manoeuvres, and under this name she had twice fought the Avengers. Later, redesignated MODAM, she had battled the Avenger Quasar (real name Wendell Vaughn), Iron Man and Captain America. She had been, for AIM, a much greater success than MODOK had. She was totally loyal to AIM and had none of the desire to rule that had caused MODOK to turn against them. She had undertaken 416 missions and had carried out 92 percent of them successfully, a fact of which she was immensely proud. And yet the Super-Adaptoid knew that she would be unable to repair the Cube Containment breach. As powerful as she was, she had no experience with a Cosmic Cube and could not even imagine the forces she was facing. But as reluctant as it was to lose her talents, the Super-Adaptoid had no choice but to send her into the containment facility to at least try. She could at least buy time whilst Project: Resurrection was completed. Unfortunately, this was indeed all she could do. As the Adaptoid had predicted, on entering the breach in the Cube's containment facility, her mind was engulfed by the cosmic energy flare, and she perished.

Project: Resurrection was by now in its final phase. One of the main problems facing the Super-Adaptoid was the lack of MODOK's corpse. To compensate for this, it mind-wiped one of the last remaining human AIM agents on Boca Caliente and placed it in the transformation apparatus. The technology had been redesigned since AIM's attempt to transform Katherine Waynesboro into Ms MODOK. No longer a platform, it consisted instead of a web of equipment in which the unfortunate human specimen was suspended. Around him, the expanded frame of a new Hover-Chair was positioned. Larger than MODOK's previous chairs, it had far more offensive capabilities, bristling as it did with a cornucopia of weaponry. With the body prepared, AIM's only problem now was restoring the mind and soul of George Tarleton to the realm of the living. We do not know exactly how they achieved this, but we can hypothesise. We know from a variety of files that the evil dead do not rest easy. There are at least half-a-dozen "hells" and netherworlds ruled by demons such as Mephisto and Satannish where the souls of sinners are deposited. We know also that there are those who have escaped from such realms and returned to the lands of the living [See file: Count Nefaria]. I hypothesise that AIM were able to tap into whichever Hell Tarleton was incarcerated using some of the reality-altering power of the very Cosmic Cube they were desperate to contain, and tore the soul of MODOK free. However they did it, it was achieved. The body of the unfortunate "volunteer" was warped and twisted into the hyper-cranial shape with which we are so familiar and MODOK was reborn.

We must pause here to address some issues that now arise. There are many who argue that Project: Resurrection did not in fact resurrect George Tarleton, but created an entirely new MODOK. It is possible that they are correct, but I consider it unlikely for a variety of reasons. Firstly, if the reasonably experienced MODAM could not repair the breach, then a brand new MODOK, only just granted his powerful intellect, would probably not be able to either. Only the original, who as we have seen has had dealings with the original Cosmic Cube, would be likely to succeed where MODAM failed. And if AIM did merely create a new MODOK, why call the project "Resurrection"? It could be argued that this should not be taken literally, but it would seem out of character for the Super-Adaptoid to take such a non-literal stance. Secondly, as we shall see in subsequent chapters, George Tarleton was unarguably resurrected. It can of course be argued that we still see the creation of a new MODOK here and that the resurrection of the original occurred in as yet unrecorded circumstances, but I find this unlikely. Finally, we have the dialogue of MODOK himself; He refers to his "creators" [i.e. AIM] recreating him specifically to repair the breach. Taken together, I firmly believe that this evidence indicates that we are dealing here with the resurrected George Tarleton. However, I also concede that the evidence is ambiguous enough for me to be mistaken, and as such any dissenters may wish to proceed to the next chapter of this biography for the next incontestable appearance of George Tarleton.

The resurrection of MODOK had been completed none too soon, for as the Super-Adaptoid was about to discover, there were intruders on Boca Caliente. The first and by far the most dangerous of these was the Red Skull. He had undergone significant changes since MODOK had used the catholite block to deprive him of the original Cosmic Cube. At the climax of an encounter with Captain America some time ago, the Skull had died and his body had been cremated. However, like MODOK he had been resurrected in a different body. Arnim Zola had been responsible for this, using the same technology with which he had transferred the mind of his Fuehrer into the cloned body of the Hate-Monger. In the Skull's case, he now inhabited a cloned body of Captain America, complete with his Super-Soldier Serum enhanced physique. His new physical prowess had been further augmented by a complex suit of armour that he was currently wearing, which bristled with concealed weaponry. He had come to Boca Caliente to reclaim his Cosmic Cube. The second unwanted visitor was Captain America. He had found out that AIM was engaged in an unspecified highly dangerous project, and he intended to stop it. He also wanted to close them down for good in the time he had left, since Captain America was dying. The Super-Soldier Serum, which coursed through his body, had turned against him, and was slowly killing him by causing a progressive muscular atrophy. He was only able to undertake field missions thanks to a suit of cybernetic armour that kept him mobile. He was accompanied on what he thought would be his final mission by his long-time partner the Falcon, and two new sidekicks, Jack Flag and Free Spirit. Also accompanying him was Fabian Stankowicz, who we have seen previously as the Mechano-Marauder. He had long since reformed and had joined the Avengers support staff, putting his considerable engineering talents to work by repairing Avengers equipment. He had brought along a collection of robots, which he had either built or repaired, to act as a diversion when they arrived. On their way Nick Fury had informed them that SHIELD had detected Kempler energy emissions from Boca Caliente and this meant only one thing: a Cosmic Cube. The third party of intruders consisted of Superia and, apparently, Snapdragon. Superia was a feminist supervillain who had encountered Captain America before and who had been defeated by him. Snapdragon was an old cohort of hers, but this was not actually Snapdragon. It was Diamondback, one-time Serpent Society member and until recently Captain America's girlfriend. She had killed Snapdragon as revenge for an attempt on her life, and was now posing as her in order to get Superia to create an antidote to Captain America's terminal condition. Superia had agreed, since this would mean that Captain America would owe her a debt of honour. It was Superia who had leaked information to the Captain that AIM were up to something big. The final party of intruders consisted of the Avengers, who had been investigating the accident at the Red Skull's Canadian base and who had been attracted to Boca Caliente by the Kempler energy emissions. At present the consisted of the Black Widow and Hercules, who both faced MODOK when they were members of the Champions, founding avenger Henry Pym in his current guise of Giant-Man, mutant speedster and son of the infamous Magneto, Quicksilver (real name Pietro Maximoff), and Crystal, a member of the reclusive offshoot of humanity known as the Inhumans. As they arrived on the island, only the Widow knew what they were dealing with. She believed that if the others knew about the Cosmic Cube, the leaking Cube energy would start making their stray thoughts real. As she was finally forced to tell them about it, she found that she was correct. Very soon, they found themselves joined by fortunately benevolent images of Quicksilver's deceased Gypsy father, Django Maximoff.

For the Super-Adaptoid, these four separate incursions onto the island could not have come at a worse time. Every time the Cosmic Cube's energy flared up, more and more of his Adaptoid personnel malfunctioned, and expired as their adaptation chips were overloaded. Those that were still operational it sent against the intruders, but the ruthless Red Skull, and also Jack Flag, Free Spirit, and the Avengers, rapidly defeated them. Worse still, not all of the malfunctioning Adaptoids had ceased operating; some of them had instead gone renegade and were acting unpredictably. One such rogue Adaptoid had joined Captain America, having adopted the form of his late sidekick Bucky. Captain America was not yet sure what to make of this apparation, since he had earlier attempted to leap down the shaft into the Cosmic Cube chamber through the crater it had bored up to the island surface. He had hoped to leap down between energy flares, but his attempt had been foiled by the malfunction of his armoured exoskeleton, which had left him helpless and immobile. Whilst impotent to act, Superia had found him and had injected him with a test sample of the antidote she had devised to his muscular dystrophy. Although he was delighted to be able to move unaided again, he was uncertain of what Superia had administered and suspected that "Bucky" might be a drug-induced hallucination.

Captain America's questions about the nature of this false Bucky were soon answered, when he and his pseudo-sidekick came face to face with MODOK. The Super-Adaptoid had sent him out onto the island surface to enter the breach from above. By now, the Cube's flaring energy had opened a pathway into the dimension from which the Cosmic energy originated, the dimension known simply as "Beyond". MODOK had been ordered to try and seal this rift as well as the containment breach. Although unaccustomed to taking orders, MODOK felt obliged to meet the terms of his resurrection, and in any case he knew that if left unchecked, the Cosmic Cube's uncontrolled energy would build to a critical mass and then destroy the whole world, a situation from which no-one would benefit. Greeting his old enemy, MODOK unleashed a mental blast. It would have killed the Avenger, had "Bucky" not pushed him aside. The blast ripped a hole through his torso, revealing him as an Adaptoid. Still functioning, "Bucky" scrambled up the back of MODOK's hover chair and began to strike the top his massive skull. MODOK however, had a new toy, in the form of a psychokinetic "arm". Seizing the Adaptoid with it, he hurled it at Captain America, sending them both tumbling over a cliff. Satisfied with his victory, MODOK then set off towards the breach.

The Falcon, who caught him in midair, saved Captain America. The Bucky Adaptoid however, had vanished. Meanwhile, MODOK was working his way through a group, of rogue Adaptoids. Approaching the energy column, he began to bind the cylinder together using his prodigious psionic abilities. With the energy flare stabilised, he began to descend into the shaft at the base of the crater. He had now calculated that unless he could seal the breach, the energy levels would reach critical within one hour.

All over the tortured island, battles raged. Outside, the Avengers fought figments of their imagination given flesh by the Cosmic Cube. Inside the AIM Complex, Free Spirit and Jack Flag were fighting Adaptoid duplicates of themselves, and in the facilities control centre, the Red Skull's attempt to assassinate Alessandro Brannex had suddenly found him in battle with the unmasked Super-Adaptoid. Just then, beams of energy from the Cube began to lance across the island. One such beam punched down through the AIM facility and scrambled the Super-Adaptoid's circuits, shutting him down.

Meanwhile, the serum that Superia had given to Captain America was wearing off. As he laid prostate on the ground, she and Diamondback found him, as did Free Spirit. Falcon and Jack Flag were fighting Adaptoids nearby. Just then, a beam of Cube energy struck Captain America, infusing him with its power. Whilst the Super-Adaptoid had been unable to cope with it, Steve Rogers was another matter entirely. Suddenly, he was clad once more in his armoured exoskeleton and could not only walk, but fly too as the Cube energy responded to his thoughts. From his new vantage point he was given a view of the entire island. Energy flares were punching up through the ground all over the island. It was clear that time was running out. With few options left to him and protected by the Cube energy, the Avenger could think of only one course of action. He flew straight into the main energy column, where he found MODOK helplessly buffeted by the onslaught. And then, in a massive flare of unleashed power, the Cube energy tore the island apart, and the Avengers saw it for what it really was. The entire island of Boca Caliente had over the last two years been totally replaced by AIM's massive artificial facility. Everything else on the island, except for the inhabitants, had long been removed. Since the Cube had been brought to the island, the super-Adaptoid had been using it to disguise this fact by creating a facsimile of what the island had once been. Now, it was visible as a metal mountain projecting from the ocean. All of the Cube's containment fields had now failed. The full force of the Cube was stretching upwards into the sky where it had created a transdimensional warp into Beyond, which was beginning to consume both the atmosphere and the sea around it. Soon, it would spread out, and consume the entire planet. Even MODOK felt wonder at this awesome spectacle. He knew now, that he could never repair this breach. With his options limited, he decided to take the one that would grant him the most knowledge. He flew upwards into the hole in reality, and vanished.

Elsewhere, the Avengers were evacuating the island. The remaining inhabitants were being loaded aboard the Avengers quinjets, which had brought both them and Captain America's party to Boca Caliente. Diamondback, Free Spirit and Jack Flag joined the Avengers at the two jets to aid with the evacuation. Now, only four players were left near the base of the rift, and the final act was being played out. The Bucky Adaptoid had rejoined Captain America whose paralysis was returning. Just then, Superia approached. She had with her a hypodermic syringe containing the permanent cure for the Avenger's condition. All she asked in return was that he owed her a favour to be decided on later. He refused, and knocked the syringe from her hands. The Red Skull caught it. He was aware that since he was occupying a cloned body of Steve Rogers, he too could face the muscular atrophy that was killing his nemesis. Now, with Superia's serum he need not fear the same fate. Casually killing Superia, he teleported to safety, the Cosmic Cube abandoned.

Now, only Captain America and the Adaptoid remained. It had learned much from Steve Rogers about both hope and sacrifice, and now it made the ultimate sacrifice. It realised that it could save the world at the cost of its own sentience if it made a final, permanent adaptation. Bidding Captain America farewell, it plunged into the rift and down towards the Cube, where it adapted itself into the form of the destroyed containment wall. With the power of the Cosmic Cube once more contained, the danger, at last, was over.

AIM was no more. With Boca Caliente and its human agents long since replaced by the now-destroyed Adaptoids, the Advanced Idea Mechanics were a thing of the past. They would soon rise again however, Phoenix-like, from the ashes. We do not know what happened to MODOK in the dimension known as Beyond, but he did not remain there long. Using the Cube energy, he willed himself back to our reality, free of his obligations to the Super-Adaptoid and hale and hearty once more. With a second chance at life, he decided to build a new AIM from scratch, consisting of freshly recruited agents who would be loyal to him. With the civil war in AIM a thing of the past, he would be unrestrained by such concerns and could seize the opportunities afforded to him with the same relish that AIM had seized the opportunities presented to them by his death. He would now shape his new AIM into a terrorist organisation as feared as it was in the beginning, and set about to achieve successes undreamt of. It would be superb.

Chapter 17: Zenith City

Shortly after MODOK's return, news reached him about a most fortuitous event. Many of America's greatest heroes, including the Avengers and the Fantastic Four, had fought and defeated a nigh-omnipotent psionic entity called Onslaught in Central Park, New York. At the climax of the battle, they had apparently been forced to sacrifice their own lives in order to save the world, and had vanished. The apparently dead heroes included Captain America (who had been cured of his muscular atrophy) and Iron Man. Although some heroes remained and SHIELD was still active, this meant the forces available to interfere with MODOK's operations had been significantly reduced. Gleefully, he set about making his rebuilt AIM a force to be reckoned with. Whilst doing so, he soon discovered a project in which AIM had been investing anonymously whilst he had been dead, before the Super-Adaptoid had entirely subverted its parent organisation. AIM had funded the research of one Dr Mark Cushing, a one-time friend and employee of Tony Stark. Cushing had reopened an old project of Stark's known as Operation: Gengineering, which had been designed to improve the physicality of the weak and infirm. To Dr Cushing, who needed sticks with which to walk, this seemed an eminently desirable goal. But Stark pulled the plug on him, for the same reasons that he had originally shelved the project. He had discovered that once the treatment began, patients would die if it were interrupted. Worse still, it required cerebral cortex implants which tended to synchronize with those of other patients, meaning that patients lost their individuality and became a telepathic "hivemind". Cushing, feeling that Stark did not understand what it was like to live with infirmity, had walked out.

But Cushing had taken the research with him, and had sought out a new financial backer. Unknown to him, the organisation that eventually agreed to provide funds was AIM. Cushing's project had succeeded admirably. He had purchased an island in the Caribbean 200 kilometres west-northwest of Caracas in Venezuela, and had built a city for his test subjects to live in. Because of the "hivemind" effect, it was vital that the test subjects be allowed to live undisturbed as a community. The most imposing edifice in the city, which he had named Zenith, was a tall spire housing the equipment that would transmit the energy required to trigger the transformation in the pre-treated volunteers. Once activated, the technology of the Project worked perfectly. The crippled volunteers were suddenly changed into golden-skinned perfect physical specimens, tall, strong and beautiful. And, as predicted, they joined together as a group mind, developing powerful psionic powers as a result.

It was these psionic powers that interested MODOK. If he could add them to his own, he could massively increase his own might, and might easily become unstoppable. Just as the Project was nearing completion however, MODOK received unwanted news. The missing Heroes had returned. Rather than dying in battle against Onslaught, they had been trapped in an artificial reality created by the subconscious thoughts of Franklin Richards, the son of Reed Richards and Susan Storm-Richards of the Fantastic Four, and one of the most powerful mutants in the world. For the safety of himself and others, Franklin's father had placed mental blocks on his son's powers until he was old enough to use them responsibly, but in response to the threat facing his family and their friends, he had unknowingly overcome these and utilised the full-scope of his powers. Now, thanks to the machinations of the Celestials, the Heroes had returned. This annoyed MODOK, particularly the return of Iron Man, who had access to technology that rivalled that of AIM. Even mare galling was the return of Tony Stark, who had allegedly been held prisoner by extortionists, but who had actually of course been missing because he was Iron Man. Stark had immediately set up a new company called Stark Solutions, which would involve him travelling all over the planet, carrying out trouble-shooting jobs for clients. This displeased MODOK, since it would increase the chances of him encountering and interfering with, AIM projects.

However, Project: Gengineering was about to bear fruit. Cushing's work had been completed and it was time to reveal just who had been funding it. Whilst MODOK watched from afar safe in his hidden AIM headquarters, a platoon of AIM troops quickly seized control of the island. The peaceful inhabitants of Zenith, despite their powers, put up little resistance. Cushing was captured, and questioned about the treatment process, which MODOK sought to use for his own ends. However, Cushing put up more resistance than MODOK had predicted and died under interrogation. This was only a minor setback. AIM still had the islands inhabitants, and now set to work modifying the treatment rays emitted from the City's spire so that the inhabitants of Zenith were placed in a hypnotic trance, unable to lash out with their psionic powers. MODOK then decided to test the psionic powers of the islanders by removing ten of them from the island for use in the Mentallo project.

Mentallo's real name was Marvin Flumm and he was telepathic career criminal. He had never actually achieved much, despite often undertaking ambitious projects in conjunction with his long time partner in crime, the Fixer (real name P. Norbert Ebersol). However, he did nonetheless have potentially useful telepathic skills, and MODOK had agreed to support his latest venture, which was the establishment of a telepathic "web" which would link every mind on the planet to Mentallo (except of course, MODOK's) allowing him to interfere with people's thoughts. The ten citizens of Zenith would be used as batteries to power this web, which Mentallo would control. Mentallo succeeded in establishing his web, but did not manage to maintain it long. As it flexed across the planet, one of the minds it touched resisted. This was Tony Stark's. He had been subjected to mind control so many times in the past that he had taken steps to prevent it happening again. Thanks to cybernetic circuitry built into his wristwatch, he was thrust onto the cyber-astral plane, and managed to usurp control of the web from Mentallo. During their battle however, Mentallo learned that Stark was Iron Man. Tony, unhappy that so many of his enemies had learned his secret used the web to remove the knowledge of his duel identity from every mind on earth, before he shut it down. Mentallo, caught in the psychic backlash of his collapsing telepathic web, was rendered comatose, and the AIM agents who were protecting him were soon arrested by SHIELD, who had been lead there by Captain America.

As SHIELD cleared up Mentallo's base, they soon found the unconscious bodies of the ten Zenith citizens. Whilst carrying out medical checks on them, their modified DNA was quickly discovered, and details sent to Avengers Mansion. Iron Man recognised the modifications immediately, determined the last known location of Dr mark Cushing, and set off to Zenith Island with Captain America. Things were tense between the two Avengers. Following Iron Man's global mind-wipe of his dual identity, he had reminded those who he trusted, including Steve Rogers, of his secret, thus restoring their memories before the mind wipe became firmly established. To the Sentinel of Liberty, this was the ultimate breach of freedom of thought. The Star Spangled Avenger was furious, and in turn Stark was angry at being judged so harshly. He knew that whilst his enemies knew his secret, there was always a chance that they would threaten his friends in order to get to him. However, putting aside their differences, the two Avengers soon arrived at Zenith. Despite their quinjet being shot down, they reached the shore, and routed the occupying AIM forces. This distraction allowed the people of Zenith to throw off AIM's controlling influence, and greet the two heroes. Explaining their history and how AIM had become involved, they thanked Captain America and Iron Man for rescuing them.

But the danger was far from over. Both Avengers knew that if AIM had been here, MODOK would not be far behind, and would probably be monitoring events even now. They were quite correct. MODOK now ordered the override circuit that they had built into the Spire to be activated, and once more seized control of the people of Zenith City. The two Avengers were now in trouble. They could not easily fight the suddenly attacking Zenith citizens without harming them, and since the group were not responsible for their actions they were reluctant to do so. Their only hope was to reach the spire and stop the override control, but with the psionic might of the City's populace suddenly turned on them it would not be easy. It was about to get even harder. MODOK decided to take a hand personally. Connecting his own massive intellect to that of the Zenith citizens, he used their raw psionic might to generate a massive energy form of himself on the island. This was not a direct recreation of his own body, but a giant crackling form resembling an energy construct of his old robotic body. Revelling in his new power, he greeted his oldest foe. Interestingly, when reminding Captain America of what MODOK was an acronym of, he again referred to himself as the Mobile Organism, rather than the Mental Organism, as he had previously done when introducing himself to Ms Marvel. It would seem that he had indeed decided that he preferred this version.

It is worth noting at this point, that whilst confronting Captain America, MODOK refers to his initial defeat by the Avenger long ago on the AIM sub-marine. This is final confirmation that it is the resurrected George Tarleton whom we see here and not, as some have suggested, a second MODOK. I concede that point that despite the evidence to the contrary, we could conceivably have seen the creation of a second MODOK on Boca Caliente by the Super-Adaptoid, but even if that is true, which I do not believe to be the case, we now have indisputable evidence that George Tarleton was resurrected at some point, even if it did not occur at that time.

As MODOK reached down for Captain America, Iron Man swooped down and pushed him out of the way. Annoyed, MODOK seized him instead, and hurled him as far as he could into the distance. Then he turned again to the Captain and picked him up in a gargantuan fist. Then he asked the Captain if he had any last words. He replied, "I surrender". This astounded MODOK. He had never known Captain America to give up, even when facing such overwhelming odds as a Cosmic Cube-wielding Red Skull. However, this was exactly what Captain America. Recently, he had lost his famous shield, and was currently using an energy shield, which formed around his left gauntlet. Taking advantage of MODOK's surprise he now activated this shield inside the energy matrix that comprised the hand of MODOK's massive energy form. The hand disintegrated as the energy matrix was disrupted. MODOK was furious, not least because of the pain caused by the psionic backlash. Before he could retaliate however, a badly battered Iron Man flew back and fired his repulsors straight up the energy-MODOK's nose. The glowing form exploded.

With this achieved, MODOK's hold over the townspeople was broken, and Iron Man was able to reach the spire and disable the override circuit. But the danger was still not over. Whilst MODOK had been linked to the Zenith group mind, they had seen into his, and were aware of a massive fleet of AIM craft speeding towards the island. With the firepower it possessed, they did not stand a chance. Worse still, because AIM was blocking all transmissions from they island, the two Avengers could not summon back up. They had only one chance. If Tony Stark could find a way of disabling the treatment rays without fatal effects, the townspeople would revert to how they had been before they had met Dr Cushing. With AIM's prize denied them, MODOK, who was obviously monitoring them even now, would call off the attack, since there would no longer be any point in risking his troops. Only one obstacle remained to this course of action. The people of Zenith would rather die than return to how they had once been. As Iron Man finished his modifications, he collapsed, overcome by the injuries MODOK had inflicted. It was up to Captain America to make the decision; stand by and let the Zenith citizens die, or remove their right to choose and stop their treatment against their will. He chose to force them to live, and in that moment he suddenly understood what had motivated Tony Stark when he had carried out the mind wipe. MODOK knew better than to risk further defeat through a revenge attack, and as the Avengers had predicted, he called off his forces. With the transmission-blocking signal removed, Captain America contacted SHIELD and had the island evacuated. MODOK had once more been defeated by his greatest foe.

Fortunately, MODOK had not lost a great deal as a result of the Zenith Project, but he had learned a valuable lesson. The project had been initiated by the old AIM, and had failed just as AIM had failed so often in the past. He now decided to broaden his horizons and have his new AIM master an avenue of knowledge at which he had previously scoffed. It was time to branch out and combine the super-science of AIM with the untapped potential of the arcane arts…

Chapter 18: Weapon X War:

MODOK was now beginning to see the potential of finding a way to combine both science and the supernatural. However, AIM had no experience of the arcane and so in order to begin investigating this field, MODOK would need an artefact or subject already possessing supernatural properties. He ordered his underlings to start searching for something or someone, which would meet this criterion. In the meanwhile, he began revamping AIM as a symbol of this new beginning. Firstly, he redesigned his agents' uniforms, giving them smoked glass visors and respirators which gave them a more intimidating look than they had previously possessed in their "beekeeper" uniforms. Secondly, he began to turn attention to his own appearance. He ordered the construction of a new hover chair, less bulky and cumbersome and incorporating armoured coverings for his arms and legs. He also slicked his huge fringe back, giving himself a widow's peak. Whilst this may seem an irrelevant detail, I find it significant, since it suggests with MODOK's second chance at life, he has finally accepted his grotesque appearance and learned to appreciate the benefits of a vast intellect, which it brought.

Soon, AIM's researchers had found a subject that might suit MODOK's needs. This subject was Snowbird of Alpha Flight. Alpha Flight was Canada's answer to the Avengers, and had been founded by James MacDonald Hudson, a.k.a. Guardian. The team had originally consisted of him, as well as his wife Heather Hudson (a.k.a. Vindicator), the dwarfish Puck (real name Eugene Milton Judd), the French twins Aurora and Northstar (Jeanne-Marie and Jean-Paul Beaubier), the Yeti-like Sasquatch (Walter Langowski), the Native American Shaman (Michael Twoyoungmen), and finally Snowbird. Snowbird's real name was Narya, although she used the aliases Anne McKenzie, and she was the daughter of the Inuit goddess Nelvanna and a mortal man named Richard Easton. There was just one small problem. She was dead.

MODOK was not unduly concerned by this, since all he had to do was locate her corpse and take DNA from it. As his agents began to search for her resting place, MODOK ordered the construction of a new AIM base in Canada and began to make further plans. Somehow, his agents succeeded in finding Snowbird's body, although it is unclear where they discovered, since Walter Langowski had been occupying for many years due to a bizarre series of events that are beyond the scope of this history. Nevertheless, find her they did, and soon she was brought to MODOK's new headquarters. Immediately, MODOK made a fascinating discovery: Snowbird's body had been slowly regenerating whilst it had been buried, rather than starting to decay. Narya was returning to life.

This was unexpected, but by no means unwelcome. Placing her in a life-sustaining nutrient bath, they took samples from her and began examining her DNA. Meanwhile, MODOK decided learn more about her. The easiest way to do this was to kidnap a scientist who had known her well and who's analytical mind would have prompted him to investigate her nature. He ordered his agents to kidnap MacDonald Hudson. However, Hudson had, like Snowbird, been presumed dead for many years, although he was currently working for Department H, Alpha Flight's controlling body in the Canadian Government, once more. Since her had spent many years out of the loop however, MODOK also had his agents kidnap a second MacDonald Hudson, this one a synthoid duplicate of the original which was also working for Department H, who was using the name Vindicator. MODOK knew that in doing so he risked the involvement of the rest of Alpha Flight, and decided that he needed an ally who knew Alpha Flight and could be used to neutralize them if they managed to locate and invade his headquarters and overcome his AIM soldiers. He recruited Garrison Kane, also known as Weapon X.

Canada's Weapon X programme had begun years ago and had been set up to convert men into the ultimate fighting machines. The programmes most famous subject was the X-Man known as Wolverine. Wolverine, whose only known real name was Logan, was a mutant gifted with a healing factor that could cure virtually any injury, and also with three retractable bone claws in each forearm. Logan had been discovered, naked and feral, in the Canadian woods by MacDonald Hudson, whom along with his wife Heather had taken him in and gradually coaxed him back to humanity. The Weapon X programme had bonded the indestructible metal adamantium to his skeleton, which had rendered it unbreakable and had also boosted his healing factor to even greater levels. For many years, Wolverine had worked as an operative for the Canadian government, but had eventually tired of the corrupt Department H and had gone to America, where he had eventually joined the X-Men. Garrison Kane had been a much later volunteer, and like Wolverine before him had taken the name Weapon X. He too had gone rogue, and was currently working as a mercenary, putting his formidable fighting skills to use for whoever would pay him. MODOK now hired his services, since he had encountered Alpha Flight before.

Soon, as MODOK had predicted, all of the original members of Alpha Flight, save of course for Snowbird and Guardian, were on the trail. Arriving at the AIM base, they soon fought their way into the installation, overcoming a small squad of AIM soldiers and the large android war machine accompanying them. MODOK watched all this on his monitors with amusement. He was allowing Alpha Flight to penetrate deep into his base in order to allow Kane to deal with them. Just then he noticed that they were accompanied by another figure. It appeared to be Wolverine.

In actual fact, this was not Wolverine, but an impostor. Recently, the X-Men had travelled into space and had encountered a group of the shape-changing aliens known as Skrulls. The Skrulls had managed to abduct Wolverine and replace him with a deep-cover agent who was remarkably convincing. Since the real Wolverine had had his adamantium forcibly removed sometime ago by the mutant Master of Magnetism Magneto, it was comparatively easy for the Skrull agent to impersonate him. More impressively, so thorough was Skrull intelligence that the impostor, whom some chroniclers have humorously dubbed "Skrullverine", had a vast and detailed knowledge of Wolverine's history and was able to convince even Wolverine's closest friends that he was the genuine article. MODOK would never know that this was an ersatz Wolverine, and for all intents and purposes it makes little difference to us here.

Garrison Kane was not pleased by this development. He was prepared to deal with Alpha Flight, but Wolverine was an incredibly dangerous opponent. He told MODOK as much. MODOK was also being pestered by one of his aides, who was urging him to stop toying with the intruders. Resisting the temptation to kill his lackey, MODOK decided that it was time to strike. It is interesting to note that MODOK is willing to listen to his assistant here. We have previously seen him lose control of two AIM factions because his brutal treatment of his agents had led them to rebellion. It would seem here that he had learned from past mistakes. Sealing the chamber his "guests" were in, he flooded it with anaesthetic gas and then sent in agents to collect the unconscious bodies. But "Wolverine" was not amongst them. Reacting faster than Alpha Flight, he had escaped the chamber and was now attempting to find out what AIM was doing in the facility. He quickly found his way into a laboratory containing the prostate forms of the real and synthetic MacDonald Hudson. Fighting his way through the AIM troops within, he had soon whittled down the ranks of live and conscious opposition to the Doctor who was carrying out his ministrations on Guardian and Vindicator. Threatening to perforate him if he did not comply with his wishes the fake Logan ordered the Doctor to seal the room, and then felled him with a swift punch.

Meanwhile, MODOK had learned of these events and decided to have Wolverine dealt with as swiftly as possible. Ordering his men to stop trying to break into the sealed lab, he ordered Weapon X to go down and deal with Wolverine. With Alpha Flight out of the picture, Kane was now willing to deal with his predecessor one-on-one, and agreed. Meanwhile "Wolverine" had freed Guardian and Vindicator, who had been hooked-up to cybernetic mind-probes, which were sieving through their minds for data on Snowbird. And as Guardian awoke and thanked his rescuer, the fake Logan discovered the astonishing truth: Snowbird, alive but comatose in a life-support tank. Hudson was amazed, but put aside his surprise for the moment. His first priority was to release Narya. Just then, Weapon X arrived, having cut his way into the sealed lab. Whilst the two Hudsons set to work freeing Snowbird, "Wolverine" engaged Kane. Although it was a Skrull Kane was facing, the alien had studied the real Logan thoroughly enough to duplicate his fighting prowess with admirable skill. Whether or not he would have won the fight is unclear, although the real Logan would quite probably have beaten Kane, but before they could find out, the Vindicator stepped up behind Weapon X and took him out of the fight with an electromagnetic charge. He and the real Hudson had released the comatose Snowbird, and they were now ready to rescue the other members of Alpha Flight. They found them manacled to a pillar in MODOK's main chamber, where Tarleton was gloating about his triumph. Just then, "Wolverine", Guardian and Vindicator entered. This was the cue that Alpha Flight had been waiting for. Sasquatch suddenly reverted to his much smaller human form and slipped free of his bonds. Switching back again, he freed his comrades and the battle was joined with AIM. The fight turned quickly against MODOK forces. MODOK was attacked by "Wolverine" and sustained damage to his new armoured chair. Weaving about erratically, he ordered agents to his side. Just then, a massive armoured battle suit strode into the room and began to attack the Advanced Idea Mechanics. The synthetic Hudson operated it. Desperately, MODOK unleashed the armaments of his new chair and tore the robot armour open. As it crashed to the ground, it crushed equipment and a fire broke out. MODOK now realised that this base was lost. Surrounded by a group of AIM soldiers, he fled.

Alpha Flight and "Wolverine" were still fighting AIM troops, but it was becoming clear that they had to get out. Fire was licking at the fallen cybernetic battle suit still containing Vindicator and an explosion was inevitable. "Wolverine" pulled Guardian back as he desperately made to try and rescue his "twin". As the agonised group departed, the battle suit exploded and Vindicator was destroyed.

MODOK had lost another facility, but he gained a great deal. Although Alpha Flight had rescued Snowbird and Guardian, AIM now had samples of Narya's DNA, which they had recovered as they had abandoned the base. Furthermore, they had culled the information they required from the brains of both Vindicator and Guardian. Relocating to another base, MODOK ordered his scientists to begin cloning Snowbird, which they did. When the clones matured, they would have their link between science and the supernatural. MODOK had also caused the loss of Vindicator, who despite his artificial nature had been a brave and valuable member of Alpha Flight's sister team, Beta Flight. The death of a superhero was an excellent bonus. Finally, Kane had failed in the task he had been commissioned for, and in any case they had left him behind, so AIM did not have to pay him. Whilst the money saved would hardly cover the value of the lost base, it was never the less an added bonus.

As we take our leave of MODOK, we see him at the height of his success. He had rebuilt AIM into a powerful organisation, which as the twenty-first century began was once more causing widespread problems for America's superhero community, and he had initiated a potentially revolutionary project with the Snowbird clones, which would bear fruit over time. To date, no more files on MODOK have been recovered, but it is inevitable that they will be. A man as dangerous and as intelligent as MODOK does not just fade away from the annals of history. As new events come to light, they will be added to this biography, but for now we must say farewell to George Tarleton and the Advanced Idea Mechanics. It has been a long and intriguing journey, which has given us great insight not only into the history of one of the world's most notorious terrorist organisations, but also into the life of one of the greatest supervillains of the twentieth century.

Appendix 1: The final fate of MODOK?

In Earth X, a possible future timeline of the Marvel Universe, every telepath on Earth, including MODOK, was killed when everyone else on the planet developed superpowers. With MODOK gone, his hoverchair fell into the hands of the new Red Skull.

Appendix 2: MODOK (II):

Whilst the heroes who had fought Onslaught were trapped in the artificial universe created by Franklin Richards, they encountered analogues of many of the supervillains they had fought in their home universe. These included MODOK, who appeared in Captain America (vol. 2) issue 6, "Soldiers" by Liefeld (plot and pencils), Loeb (script), and Sibal and Stucker (inks). In this issue he was the leader of AIM, but was teamed up with the Franklinverse version of Baron Heinrich Zemo. He was beaten in a telepathic duel with Cable, who was able to cross over into the Franklinverse thanks to the power of Rob Liefeld. This alternate MODOK then appeared in Avengers (vol. 2) issue 8, which I haven't got. Apparently he got eaten by the HR Loki, as did many other villains. However, some of them seem to have survived, so the other MODOK might still be alive on the new Counter Earth ruled by Doom.

Appendix 3: Non-Canonical appearances:

The only non-canonical comic appearance of MODOK that I know of is "The Janus Chamber" in Sentinel of Liberty issue 10, by Felder and Mannion. In this issue, Cap was thawed out in the early 1960s and faces MODOK whose machinations eventually result in Kennedy's assassination. It's played entirely for laughs, and is actually pretty funny; although a lot of fans at the time it was published felt that it was sacrilegious and should never have been published. Personally, I quite like it.

In Captain America 289, "Bernie America, Sentinel of Liberty" by DeMatteis and Zeck, Cap's then girlfriend Bernie Rosenthal, falls asleep and dreams that she is a super-hero like Cap. In her dream, she fights MOSkull, an amalgamation of MODOK and the Red Skull. That's right, it was Assistant Editor's month.

MODOK has also appeared in two novels. The first was published in the seventies and I don't now anything about it, not even its title. If anyone can fill me in, please do. The second is "Operation A.I.M." by Greg Cox. This is the single worst novel I have ever had the displeasure to read. Cox's prose is stilted and tedious, and the plot, which actually involves a new MODOK attempting to obtain a chip, is little more than a clichéd series of battles between Iron Man and his allies Cap and War Machine and numerous Adaptoids posing as other villains, such as Spymaster, the Mandarin, Mr Hyde and the Cobra. Very little happens and it suffers from a dearth of imagination which defies belief.

Finally, MODOK appeared in several episodes of the lame Iron Man cartoon. I gather that he was a Russian spy in the cartoon, and he works as a lackey of the Mandarin, who is inexplicably green and has pointy ears. If anyone wants to provide an episode breakdown, please do so.

Appendix 4: MODAM's appearances:

She first appeared, claiming to be a transformed Maria Pym [Hank Pym's late first wife] in West Coast Avengers issue 36. She then appeared as SODAM in Solo Avengers 16, finally appearing as MODAM in Quasar 9, she then went on to appear in Captain America issues 387, 388, 391 and 412 - 414, then Iron Man issues 296 and 297. As we have seen, she died in Cap 440. Her corpse was seen in Captain America (vol. 3) issue 3, when the Sensational Hydra (a psychotic Skrull) climbed out of it.

Appendix 5: Ms MODOK (II):

In Marvel Year in Review '92 (at least according to MH - I haven't got a copy), Ms. MODOK is seen at the Bar With No Name, a place to hang out for super-villains. Now Katherine Waynesboro was cured in Hulk 290, so some would say that this is evidence that this story is non-canonical [there is apparently other evidence too, but lets pretend that there isn't for the moment]. I'm far to stubborn to write off a story that easily, so I hypothesise that after those Hulk issues, AIM found another victim and made a second Ms MODOK. Hey, I can dream can't I?

Appendix 6:Those MODOK references in full:

"Into the Jaws of AIM" and "If This Be…MODOK!" from Tales of Suspense issues 93 and 94. Written by Stan Lee and drawn by Jack Kirby, with inks by Joe Sinnott. Classic Lee/Kirby offering, with the threat of the unseen MODOK building nicely up to his dramatic full first appearance in issue 94. Drawn by Kirby, MODOK is a truly disturbing sight. 8/10

Captain America 119 "Now Falls the Skull!", 120 "Crack-Up on Campus!", and 124 "Mission: Stop the Cyborg!"by Lee with Colan art inked by Sinnott, and Captain America 132 "The Fearful Secret of Bucky Barnes!" and 133 "Madness In the Slums!" again by Lee and Colan, but with inks by Ayers. More of Stan's flowery pose, of which I'm a big fan. MODOK is great as a lurking threat constantly plotting Cap's downfall, and Colan makes him look even more grotesque than Kirby did. Plus, his origin is revealed in issue 133. 7/10

Sub-Mariner 47, 48 and 49, "Doomsmasque!", "Twilight of the Hunted!" and "The Dream Stone!", all by Conway and Colan, with Esposito inks in issue 47 and 48, and Giacoia's in issue 49. A great three-part story, which makes MODOK seem truly scary: even Doom's wary of him! This is also one of my favourite Dr Doom stories, showing as it does his nobler side. 8/10

Incredible Hulk 167, 168, and 169, "To Destroy the Monster!", "The Hate of the Harpy!" and "Calamity in the Clouds!", all by Englehart with Trimpe (pencils) and Abel (inks). Reasonable story, which features the debut of MODOK's robot body, and suddenly gets very surreal when the Bi-Beast makes his appearance. It loses points with me, because I don't much like Trimpe's art, although this is amongst his better work. 7/10

Iron Man 74 and 75, "The MODOK Machine!" and "Slave to the Power Imperious". Script by Friedrich, issue 74 art by Jones and Pollard (pencils) and Ayers (inks), issue 75 art by Jones (pencils), Stone (inks). Average art and script, but Super-Villain wars are always fun, so I give it 6/10. Incidentally, the Super-Villain War's denouement in issue 81 is ludicrous.

ClanDestine issue 1, "Apparently Unrelated Events Family Reunion - Part One" script and pencils by Davis, inks by Farmer. MODOK's only in the prologue but looks great as drawn by Davis. The rest of the issue's pretty good too (I give it 7/10), but for a more detailed review of the Clan Destine series try asking MH, Michael Hoskin, or Prime Eternal. Don't ask Dark MH though - he's far too scary.

Iron Man Annual 4: "The Doomsday Connection!". Script by Mantlo, art by Tuska with Perlin's inks. Fairly pedestrian run-around with a rushed ending. Nice enough art by Tuska though. 5/10

Ms Marvel issue 5 "Bridge of No Return" and issue 7 "Nightmare!" by Claremont with art by Mooney and Sinnott. Issues 10 and 11 "Call Me Death-Bird!" and "Cry Murder - - Cry MODOK!" both by Claremont with art by Pollard, Sinnott and Grainger, and Sal Buscema and Palmer, respectively. Good Claremont issues with decent art. MODOK seems truly threatening, and as a bonus we get the first appearance of Death-Bird. 8/10

Marvel Team-Up issue 104, untitled story by McKenzie with art by Bingham (pencils), Esposito (inks). I'm not very familiar with Bingham's art but he draws MODOK well and this is on the whole a good stand-alone story. 7/10

Marvel Two-in-One issues 81 and 82: "No Home For Heroes!" and "The Fatal Effects of Virus X!" both by DeFalco with art by Wilson (pencils) and Stone (inks). Mediocre offering from DeFalco whose writing talents seem to fluctuate unpredictably. Fairly dull art as well, so only 4/10.

Marvel Two-in-One issue 96: "Visiting Hours" by DeFalco with art by Wilson (pencils) and Esposito (inks). Gratuitous but entertaining slug-fest. 6/10

Incredible Hulk 287 - 290: "Loose Ends!" "Yellow Fever?!" "A.I.M. For the Top!", and "Unholy Alliance ", all with Mantlo scripts and Sal Buscema pencils. The inks are by Stone (287), Mooney (288), Sinnott (289), and Garzan (290). Superb story which really gives a great insight into MODOK's personality. It would get 10/10, but loses one point because the colours of the AIM factions get switched from their last appearance with no explanation, so 9/10

Captain America issues 313, and 315: "Mission: Murder MODOK!" and "The Hard Sell", both by Gruenwald with art Neary (pencils) and Janke (inks). Gruenwald is easily the best Cap writer, but in these two issues he kills off both MODOK and the Porcupine, which was a source of great frustration to me when I read them. However, issue 313 is quite superb. MODOK's panic as the Serpent Society, possibly Gruenwald's best idea, closes in is well conveyed, and his final death actually managed to elicit sympathy. The art is nice too, so it gets a resounding 10/10. Issues 315 features the recovery of MODOK's corpse, which is a ghastly sight. The issue overall also gets 10/10.

Iron Man issue 205, "The Resurrection Gambit" by O'Neil, with art by Bright (pencils), Akin and Garvey (inks). Denny O'Neil's run on Iron Man was pretty mediocre until issue 200, and suddenly his last 7 issues got unexpectedly excellent. This issue bangs another nail into MODOK's coffin, but its well written with good art, so it gets 9/10.

The Taking AIM Crossover: Avengers 386 Shadow Hunt Kavanagh (plot), Harras (plot and script) Medina (pencils), Koblish (inks) Cap 440 Dawn's Early light [Taking AIM Part 1 of 4] Gruenwald Hoover (pencils), Severin, Bulanadi and Hudson (inks) Avengers 387Taking A.I.M. Part 2 of 4: Island of Spirits Kavanagh (plot), Harras (plot and script) Deodata (pencils), Palmer (inks) Cap 441 Through the perilous Fight [Taking AIM Part 3 of 4] Gruenwald Hoover (pencils), Hoover, Bulanadi, Hudson, R. Hoover and Williams and (inks) Avengers 388Taking A.I.M. Part 4 of 4: Into the Breach Kavanagh (plot), Harras (plot and script) Deodata (pencils), Palmer (inks)

Very bad cross-over which suggests that, by the end of his run, Gruenwald was pretty much Capped-out. The art in all four parts is horrible, particularly Dave Hoover's, although Medina's art in the prelude isn't bad. Very little actually happens until part 4, when too much happens at once. And if the Cube breach could really by repaired by sacrificing an adaptoid, I don't believe that the Super-Adaptoid wouldn't have thought of it. MODOK's resurrection or recreation is so ambiguous that you can argue for either viewpoint, and he looks totally different in the Cap and Avenger issues! The deaths of MODAM and Superia and the [temporary] end of AIM really make it feel like the end of an era that it is. A sad end to the Gruenwald run and, disturbingly, evidence that Heroes Reborn wasn't that bad an idea. 2/10

Iron Man/Captain America Annual '98: Life & Liberty by Busiek and Stern (plot), Waid (script), Zircher (pencils) and Emberlin (inks). This received huge criticism because of the mind-wipe, but I think it works quite well even in that respect. It has a classic Tales of Suspense feel to it, and its nice to see MODOK and AIM treated as serious threats again. And for those who aren't convinced by what I say about Taking AIM, it also definitely features Tarleton! It's also packed full of plot, without getting too complicated. 8/10

Wolverine 142 and 143: "Reunion!" and "Rebirth". Both written by Larsen and Stephenson, with Yu's pencils and Vine's inks. Koblish co-inks issue 143. When these issues came out, Larsen got treated like the Anti-Christ by Alpha Flight fans that were enraged that he undid the status quo established by Alpha Flight (vol. 2). Not having much interest in any incarnation of Alpha Flight, I don't really mind, although I do take their point. On the whole these issues aren't too bad, although the subsequent revelation that they feature Skrullverine, not Wolverine, rather invalidate the Weapon X war used as a selling point. AIM's new direction could lead to potentially interesting future plotlines. Yu's art is excellent, even though I'm not hugely impressed with his redesign of MODOK. Since I didn't know MODOK was going to feature in these issues until I saw issue 142 on the shelf it came as quite a nice surprise. 6/10.