Or – “I Never Realized George Clooney’s Head Was Quite That Big…”


Well, after reading issue #1, turns out I was wrong in some of my previous assessments of the team assembled here. MODOK is the Danny Ocean archetype, that much seems clear, but it seems it’s Mentallo taking on the Brad Pitt/Rusty Ryan role, with Rocket Racer as Livingston Dell and Chameleon as Matt Damon. I was, however, seemingly on the mark about Puma being the Greaseman. Maybe I shouldn’t look for quite so many direct parallels, but what’s the fun of that? Besides, the Soderbergh movie is fun, clever, and unexpected, so if we have to compare this issue to something, might as well set the bar high, eh?

Previously, On Super-Villain Team-Up: MODOK’s 11: (Dear lord, but that’s an unwieldy title…) Well… there really isn’t a previously, but one might consider these facts:

  • George Tarleton was drafted by his AIM overlords to be mutated into MODOC, the Mental Organism Designed Only For Computing. He has since updated his programming…
  • Thomas Fireheart was trained by his Native American tribe to be their mystical protector, Puma. He found other work more rewarding…
  • Though Marvin Flumm was originally recruited by SHIELD Psi-Division for his 111.jpgmutant telepathic powers, Mentallo is no Charles Xavier. He found the criminal life a better fit…
  • Antonio Rodriguez originally became The Armadillo to save his dying girlfriend. Turns out a three-time loser with superpowers is STILL a three-time loser…
  • Dmitri Smerdyakov was a master of disguise even before he became the Chameleon. But the one face he’s never quite mastered is that of an innocent man…
  • Tilda Johnson’s initial foray into crime came wearing the skimpiest bikini you’ve ever seen, but Nightshade made up in venom what she lacked in clothing. She may wear more now, but her mind is still pure naked aggression…
  • Arthur Parks has gone from gimmicky villain-of-the-week, to faster-than-light sentient energy, a real Living Laser. All it really cost him was his humanity
  • Bob Farrell never meant to be a villain, he only tried to get the money to support his family when engaging in larceny as Rocket Racer. But there’s one truism of the Marvel Universe, NOBODY gets out of ‘The Business’ for good…
  • Johnathan Ohnn was trying to duplicate the powers of Cloak and Dagger when he turned himself into the living tele-portal called Spot. The gig has killed him, more than once, but it hasn’t made him any saner

But wait… that’s only NINE? Makes you wonder what’s up MODOK’s stumpy little sleeve, eh? All we can be sure of is that the Big Wheel isn’t one of them. Our caper kicks off with the origin of the Mental Organism Designed Only For Killing… Computing! Certainly, it’s Computing, isn’t it?


We also learn that poor George had a fling with Monica Rappaccini who likewise bagged Bruce Banner years ago, proving that Mon has an eye for picking nebbishy guys who’ll be monstrously mutated in their near future. She should go on the carnival circuit. As his mind trans-substantiates beyond mere human concerns, George’s brain expands and begins analyzing the universe. “Everything so perfect and seamless except… Unexpected variable in the equation… Intefering with the proof… Life. WHY is there LIFE?” His mind lashes out with telekinetic energies, extinguishing all the AIM Agents in the room with what look like Force Lightning (5 Dark Side points for him) and reads the final phase of AIM’s plans off the convenient blackboard. ‘Recruit minions.’ While MODOC fights the urge to replace ‘Computing’ with ‘Killing,’ The Armadillo does battle with… EL CHUPACABRA! Unfortunately for him, it’s not what you might think for a man we last saw as a member of the Texas state superteam. Antonio is fighting in a wrestling ring, against a Luchadore in a green fanged mask, nailing a suplex and hitting his devastating finishing move: “The Roadkill Slammer!” I can tell that writer Fred Van Lente is a wrestling fan, as this sequence is both cool and relatively close to reality, right down to the evil federation owner…


And thus, the questions of Armadillo’s status are answeredWe don’t see whatever is speaking to Antonio, instead cutting to Heartsdale, New Mexico, a reservation currently hosting one Thomas Fireheart. The elders of the tribe are officially fed up with his antics as a corporate raider, which apparently include an indictment for fraud and a freezing of his corporate assets. (As much as I like Puma, and enjoy his treatment here, I think that he’s another Marvel character whose been done a disservice by beingjacked around by recons and “high concepts” in the last few years.) The council of elders is also aware of Puma’s side gig as a thrill-killer for money, going so far as to remind him that they KNOW his handiwork, as they empowered him. Thomas replies that the court charges are false, the last man he killed was a notorious slaver who sold women for sexual purposes who just flat needed killin’. Puma ends with the assertion that he doesn’t need their approval, he needs filthy lucre…


Heh. I like the tone of this book, taking the characters seriously while allowing them to have a sense of humor and a grown-up sensibility. So often, ‘mature’ is used as synonymous with ‘humorless.’ Meanwhile, in Reno, an angry cowboy finds himself unable to bluff his opponent, no matter how good his poker face. When asked if the cowboy has some sort of tell, the man on the other side of the table (a Mister “Katz”) laughs, and replies “Bubeleh, you might as well have “I’d-go-all-in-a-pre-flop-on-a-three-deuce-unsuited” tattooed on your forehead. Now, I’ll grant you, I have no idea what that means, but it’s some snappy dialogue anyway. Just as Katz is ready to cash in his rather enormous winnings, the casino security arrives requesting (with .45 caliber punctuation) that he take an audience with the new owner… He swears that there’s a mistaken identity, or racial profiling, that he’s just an Mr. Katz, an innocent man. “And Isay it’s Flumm,” replies the unseen owner. “Marvin Flumm…”


Oh… Oh, yeah. Does this mean that Purple Man is the Terry Benedict character? Because I’d like to see Mr. Killgrave get hosed (also shot in the head, run through a meat grinder and dumped in a shallow culvert, but… Bygones.) Purple Man isn’t into sharing, and his men all prepare to kill Mentallo, but he’s not even there! His mental image fades, as the real Marvin Flumm runs away from the casino at full speed, only to be interrupted by an image of his old pal The Fixer. “Marvin Flumm… How would you like to make five million dollars?” Mentallo gets the best line of the issue (and there’s heavy competition) with “Fixer! Ol’ buddy, ol’ pal… THOSE were the days! We were an unbeatable team, sticking it to SHIELD, to the Avengers… The Micronauts! God, how I hated the frickin’ Micronauts.” Heh. As The Fixer (and Fireheart’s Puma talisman, and Armadillo’s vision of the Holy Mother, and the hovering spirit of Bob Farrell’s mother) speak, the villains (both would-be and former) are told where to meet, an abandoned warehouse in Brooklyn. Come the night of the fifth, four men wait in the rain, but it’s only Mentallo who knows the score. “That subliminal signal? Manifesting as a “Wise Mentor” archetype? Kids stuff! Professional felons such as ourselves have nothing to fear!” The four villains enter to find…


…they’re not alone, and they’re outgunned, if not outnumbered. “Hold on,” exclaims Puma. “No need to start throwing punches at the first sign of another costume.” The tense standoff continues for a few seconds, and finally, it’s Spot’s impulse control problems that make the decision for them, as he makes a grab for the cash. All out battle ensues, with Living Laser tagging Puma and Armadillo at the speed of light, and the teleporting Spot taking the battle right to Bob, the retired Rocket Racer…


Heh. That’ll teach you to mess with the scourge of disco-era Spider-Man, Spotsie. The Chameleon quickly transforms into a duplicate of Puma, and Nightshade leaps into action zapping what she thinks is an enemy, only to enwrap The Chameleon, thanks to Mentallo’s mental projections. Nightshade purrs pure evil to Mentallo, saying “Three words for you, sugar. Flesh. Eating. Enzyme.” Ouch. Luckily, Bob’s on the case, rocketing his racer into her back and spoiling her shot. Mentallo once again playes the diplomat, and his dialogue should give us some idea of what’s going on here. “Now, don’t get me wrong, I love gratuitous fisticuffs as much as the NEXT red-blooded American. But am I totally MISSING something herre? What are you all fighting abou–” His question is interrupted by the appearance of the Big Brain behind all the subterfuge, 750 pounds of gray matter in a floatin’ chair.


Ha! “And you have a big mouth,” replies MODOK, telekinetically pimp-slapping the polka-dot paladin into a wall, and explaining that he contacted each of them for their specific talents, the genetics skill of Nightshade, the Laser’s light emissions, the acrobatic powers of Puma, the rocket expertise of Rocker Racer. “Master of disguise. Tunneler. Teleporter. Psychic. Only my highly evolved mind, designed only for killing… COMPUTING! Designed only for computing could have assembled such a seamless formula from such disparate elements… The sum of which is nothing less than the gretest heist in the history of the Multiverse.” A mental image shows a huge compound, and MODOK explains that within it lies the most powerful weapon ever created. Their job, and they WILL choose to accept it, is to break in, retrieve it for him, and then they will recieve everything they desire. All the assembled criminals are enthralled by this display, save one… Mentallo isn’t understanding what the others thought they were fighting over, or even why any of them is impressed…


Immune to psychic manipulation, y’see. But Mentallo seems to be onboard with the plan, a fact I’m very glad of, as he’s easily the breakout character of the book. His insouciance is contagious, making the whole book a lot of fun, AND he put one over on the Purple Man, biggest schmuck in the Marvel Universe. Whatever the plan is, I’m sold already on what we’ve seen. Puma’s confidence, Mentallo’s arrogance, even Nightshade’s flat-out viciousness (they don’t call her DEADLY Nightshade for nothin’) are interesting, and the criminal side of the aisle is one that we seldom get a good, likable look at. We’ve been wondering what the villains have all been doing while Iron Man systematically takes out the other heroes, and I think our answer is here.

I like the art very much in this issue, showing us the seedy side of super-villains without going too far into the realistic. The costumes remain faithful to previous appearances, and even Armadillo and MODOK look realistic, whatever that means in the Marvel U. It’s a little disturbing to see that Rocket Racer keeps his comatose mama in a racecar bed (and I thought she had already passed away?) but perfectly in keepingwith the character established here. The only real complaints that I might have are slight character differences between previous appearances, but frankly, these are, to my mind, better takes on the character. Writer Fred Van Lente has a sterling ear for dialogue, which livens up what would otherwise be just prologue. I have to say, he’s also got a good sense of humor, shrugging off my backhandedly calling him an “assclown” for our questions about continuity and who is and isn’t dead. It’s a mighty entertaining issue, with star turns by MODOK, Mentallo, and The Spot, and even though it’s evocative of Ocean’s 11, there’s still a fresh take here, and an interesting peek into Marvel’s underworld. Major Spoilers scale says: 3.5 out of 5 stars for one of the best miniseries kickoffs in recent memory.



About Author

Once upon a time, there was a young nerd from the Midwest, who loved Matter-Eater Lad and the McKenzie Brothers... If pop culture were a maze, Matthew would be the Minotaur at its center. Were it a mall, he'd be the Food Court. Were it a parking lot, he’d be the distant Cart Corral where the weird kids gather to smoke, but that’s not important right now... Matthew enjoys body surfing (so long as the bodies are fresh), writing in the third person, and dark-eyed women. Amongst his weaponry are such diverse elements as: Fear! Surprise! Ruthless efficiency! An almost fanatical devotion to pop culture! And a nice red uniform.


  1. “We’ve been wondering what the villains have all been doing while Iron Man systematically takes out the other heroes, and I think our answer is here.”

    Ahem…these are just the tip of the Iceberg, a few minor guys who disappeared for a spell. The real bulk of ’em will be in Brubaker’s Daredevil Run (after bringing back the Black Tarantula, the man has been declared a Saint in my book), and next Month’s New Avengers brings on the Living Legends such as Madame Masque and the Wingless Wizard. You can tell they’re legends by the alliteration. Also, Bendis spoiled the ending to Omega Flight, as the Wrecking Crew will apparently be there as well. ‘Parently, they’ve all been Shepherded into the Flock of a certain ‘Hood’ character…

  2. The spot really should be more than he is. I’ve always though he would be a great hero and a wonderful ally to Spider-Man.

  3. Loved Deadly Nightshade and was always disappointed her two 70’s appearances were never followed up on. A vicious bitch with a pathological need to never be poor again? That would have been great enough but she was also the smartest woman created during Marvel’s first fifteen or so years and cleverly disguised it with that awesome costume of hers. I’m actually hoping she slips MODOK some of her werewolf formula, which would make him MODOS, I guess. Mental Organism Designed Only for Shedding.

  4. I thought the best line of the issue was when Mentallo asked if they were going to act like heroes and fight each other. When Marvel writers get in lines like this you really wonder if its part of the plan or inside commentary on a civil war gone too far.

    Also, I thought Luke Cage kicked Purple Man’s ass and prevented him from escaping the Raft back in the beginning of New Avengers. But I know he was sulking about in Thunderbolts, too. Somebody help me out on this one….

  5. I’m always happy to see Puma get work, although I agree with Matthew’s statement about how the character has been misused by Marvel over the years.

  6. The title “MODOK’s 11” is enough to make me laugh a little.

    Mentallo and Spot feel like DC characters here, and that’s a compliment. Not putting down Marvel, but I like seeing a different angle on characters.

  7. Thanks for the kind words, Matthew.

    I just want to clarify: I never said Big Wheel wouldn’t appear in the series, just that he wasn’t technically member of a team… ;)

    –Fred (Still an Assclown)

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