One of the biggest surprises in Ant-Man and the Wasp: Quantumania is the inclusion of one of Marvel comic’s strangest villains, MODOK. In the Ant-Man and the Wasp: Quantumania trailer, glimpses showed the bulbous-headed cyborg in a fully mechanical suit that covered him entirely. This seemingly left room for him to be entirely robotoic.

However, later releases revealed that MODOk is indeed wearing a mask that conceals his identity as a more familiar face. While Jonathan Majors’ Kang seemed like he would be enough of a villain for the movie, the inclusion of MODOK is an interesting boost for Ant-Man’s character. Despite having a Hulu TV series, the character is likely an enigma to most viewers, so here’s everything to know about MODOK before you see Ant-Man and the Wasp: Quantumania (or the comic’s backstory you need if you’ve already seen it).

Who Is Ant-Man 3’s MODOK In The Comics?

MODOK (often stylized as M.O.D.O.K. in the comics) was created by Stan Lee and Jack Kirby in 1967. Despite his admittedly goofy appearance with his gigantic head and tiny limbs, MODOK is one of the most powerful villains in the Marvel universe. The name is an acronym, the meaning of which changes slightly depending on who is writing the character at any given time, but stands for some variation of Mechanical/Mental/Mobile Organism Designed Only for Killing. 

The original MODOK was a man named George Tarleton, an employee of Advanced Idea Mechanics (AIM – seen in Iron Man 3), who underwent various experiments in physical and mental augmentation in an attempt to increase his intelligence. The experiments worked, but drastically warped his appearance, giving him the misproportioned head and limbs he’s famous for. AIM scientists named him MODOC (Mental Organism Designed Only for Computing) and crafted robotic enhancements to give him a full range of motion and dexterity. Following the experiments, he used his newfound intelligence and mechanical body to kill his creators and take over AIM, then changed his name to MODOK.

MODOK’s Comic Book History & Powers Explained

As his silhouette might imply, MODOK’s greatest asset is the biggest part of his body: his brain. The experiments left him with a mind to rival the greatest in the Marvel Universe, granting him enhanced problem-solving, pattern recognition, a prodigious memory, and logical/strategic planning. With a mind that is essentially the universe’s most powerful computer, his ability to predict tactics, motives, and possible outcomes borders on precognition. 

Aside from just his mental acumen, MODOK possesses a wide range of weaponry either built by AIM scientists or designed himself. His hoverchair contains dozens of arms with attachments from saws and missiles to energy weapons to force field generators. Most notable is a headband with a large crystal, allowing him to focus his mental power into dangerous energy beams. 

What MODOK Wants In The Marvel Comics

Depending on the era in which MODOK appears, his motives can change. The original character was obsessed with destroying all the world’s metahumans and superheroes, as they stood as the only possible barrier to complete global domination. A second iteration of the character (brought back from the dead after being killed by Iron Man) was revived to assist in the creation of a synthetic Cosmic Cube, the comics version of one of the Infinity Stones. After creating it, he turns on his collaborators. Still another is a cluster of cloned MODOK brains ostensibly built to be a supercomputer, but that MODOK became a vessel for Ultron. 

Regardless of the specific motivation, MODOK is driven largely by two things: domination, and revenge. Nearly every iteration of the character sees him turning on those who create or help him, and pursuing those who oppose him with single-minded rage seemingly at odds with his strategic genius. And certainly every time Marvel’s MODOK appears in the comics, he is a foe rivaled only by the largest cosmic threats like Thanos in terms of ambition and brutality. 

How The MCU Has Changed MODOK Already

The iteration of MODOK in Ant-Man and the Wasp: Quantumania differs substantially from the earlier versions in a few notable ways. The original version was created through a series of experiments. The reveal that MODOK is Darren Cross (who was previously Yellowjacket) indicates that this version of MODOK was created by accident after Scott Lang seemingly killed him in the first Ant-Man movie by stranding him in the Quantum Realm. Speculation is that his odd proportions are the effects of being shrunk into the Quantum Realm with no physical protection. The other major change is that while Cross is certainly a gifted engineer, he is by no means the living computer that MODOK typically is in the comics. It is possible that his time in the Quantum Realm allowed him to make changes to his body and mind similar to the experiments AIM performed on him, but the lack of intentionality and need for vengeance against his creators doesn’t appear to be present.

While the reveal of MODOK in Ant-Man and the Wasp: Quantumania made waves, it wasn’t technically the first time he’s appeared in a Marvel media project; Patton Oswalt voiced a version of the character in Hulu’s animated series named for the character. In Hulu’s M.O.D.O.K. the character’s villainous intent is intact, but he’s depicted more as a comedic character in an almost sitcom-esque setting, balancing gore and violence with slapstick humor. And that’s something that continues to be the same across all instances: a character who straddles a line between dark enough to be disturbing and strange enough to be funny, with Ant-Man and the Wasp: Quantumania providing the MCU’s own version of MODOK.

Read Next: Ant-Man And The Wasp: Quantumania Is Resurrecting A Dead Villain

 Patton Oswalt