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All The Supervillains In MODOK Episode 4 Explained

Contains spoilers for "MODOK" Season 1, Episode 4

"MODOK" might be the most unusual Marvel show to debut in 2021, and that's saying something considering this year already saw the premiere of "WandaVision." But while "WandaVision" was a superhero show with sitcom elements, "MODOK" is more of a sitcom with superhero elements. It stars Patton Oswalt as the titular MODOK, a previously minor villain from Marvel Comics, whose genius intelligence is no match for his ability to screw up his personal life.

On "MODOK," most of the stories involve either his failures as a husband and father, or his failures with running his would-be evil organization, AIM, which has recently been bought out by an obnoxious social media company. Season 1, Episode 4 deals with MODOK's status as a supervillain — or lack thereof. In the episode, MODOK wants to get into an exclusive club for supervillains, the Soho Lair, but the top-tier supervillains don't think he's worthy. To impress the A-listers, he enlists the help of a crew of bottom-rung evil-doers.

It plays out a bit like the movie "Mystery Men," but with supervillains instead of superheroes — there's even a bowling-themed villain here. Casual Marvel fans may think these characters were created for "MODOK," but they're actually all established villains from the Marvel canon. It's not totally necessary to know these characters' backstories to enjoy the episode, and many of these characters have been changed from their comic book counterparts, but once you do know their backstories, it's clear that they weren't chosen randomly from Marvel's vast catalog. 

This show might be a comedy, but the people who make it clearly know their Marvel history. 

Kang the Conqueror

The first supervillain to appear is Kang the Conqueror in a blink-and-you'll-miss-it cameo. He's the one popping through a space portal in a tricked-out time travel machine, which he leaves with the valet.

Kang the Conqueror is very much an A-list supervillain, so it makes sense that he can roll up to the Soho Lair and valet his ride without waiting in line. Kang is a time-traveling warlord from the 31st century whose given name is Nathaniel Richards. As a supervillain, his main schtick is traveling to various periods in the past and trying to take them over — hence the title "The Conqueror." Since his first appearance all the way back in 1964, he's run afoul of different Marvel superhero teams like The Avengers and The Fantastic Four.

This is also an ultra-quick introduction for one of the new major villains in Marvel's Phase 4. Kang will be the main antagonist in the upcoming "Ant-Man and the Wasp: Quantumania," the third Ant-Man film that's scheduled for 2022. He'll be played by Jonathan Majors.

The Leader

Up next is the Leader, one of the villains Marvel is finally taking advantage of. Fittingly for his name, he speaks for all the other supervillains in the Soho Lair who don't think MODOK has the chops to hang with the elites. He's also the one who suggests MODOK might impress them by sneaking into Avengers Tower to steal Captain America's Shield.

The Leader, aka Samuel Stearns, is another supervillain dating back to the 1960s, first appearing in a 1964 issue, in which he squared off against the Incredible Hulk. As you might guess from the Leader's oversized cranium, his superpower is his genius-level intellect. Before becoming a supervillain, he was an ordinary worker in a chemical factory until gamma radiation mutated him — just like the Hulkster. That may be why the Leader considers the Hulk to be his main nemesis. In this episode of "MODOK," however, he acts more like your standard entitled celebrity. He's voiced by "Saturday Night Live" alum and "Barry" star Bill Hader, who also voices Angar the Screamer (more on him below).

Mister Sinister

There are two more supervillains who laugh at MODOK's expense along with the Leader. The first is Mister Sinister, aka Nathaniel Essex. Mister Sinister's onscreen debut has been hotly anticipated. He started life as a brilliant geneticist in Victorian-era England, until he became the unwilling accomplice of Apocalypse, who also turned Mister Sinister into a mutant. Along with his scientific abilities, Mister Sinister relies on several superpowers, principally among them: his ability to shape-shift and impersonate people, his ultra-fast healing, telekinesis, teleportation, and immortality. It's really quite the suite.

Mister Sinister first showed up in Marvel Comics in 1987, and he's mainly been an adversary of the X-Men — although eventually he does become an influential member of Professor X's island haven to mutants, Krakoa. Marvel has been trying to fit him into the MCU for quite a while. It's been rumored that he'd be the villain in several X-Men movies like "Logan" and the canceled "Gambit" movie, but none of those rumors ever materialized. However, he is mentioned in 2020's "The New Mutants" as the unnamed head of the sinister Essex Corporation. 

Madam Masque

Rounding out the Soho Lair trio is Madame Masque. Her birth name was Giuletta Nefaria, but after her adoption by the billionaire Byron Frost she started going by Whitney Frost. She's recognizable due to her solid gold mask, although she doesn't wield traditional superpowers. Instead, she's skilled with guns and hand-to-hand combat. She's tangled with various Marvel superheroes from the "Avengers" comics, but she's been a major character in the dedicated "Iron Man" line. At first, she was introduced as Tony Stark's love interest, before turning heel. She often finds herself on both sides of the law, making her an interesting villain-antihero blend. 

Madame Masque has made many appearances in the MCU and in earlier TV projects and video games. Fans of "Agent Carter" might remember her from Season 2. She's also allegedly going to be the main supervillain on the upcoming Hawkeye series on Disney+, on which it's rumored she'll be played by Vera Farmiga.


After striking out at Soho Lair, MODOK makes his way to an unnamed bar called the "Bar with No Name," (which is itself another Marvel comics reference), where he meets a much lower-caliber class of supervillain. The bar is where he meets his temporary supervillain team, but it's also where two other minor supervillains from Marvel Comics happen to be hanging out.

Or in Orb's case, actually working the bar. Orb is a supervillain from the "Ghost Rider" comics, although he's also crossed paths with Spider-Man, Wolverine, Valkyrie, and others. He's identifiable by his one large eyeball in place of a head, but there are actually two different versions of him. The first version of Orb appeared in 1973. He was a motorcycle stunt rider who became horribly disfigured in an accident, and started wearing an eyeball mask. The second made his first appearance in 2008. Orb 2.0 was actually born with an eyeball for a head and abandoned by his parents. He then performed in a carnival sideshow, before becoming a mercenary. 

This is most likely the first version, who's known to hang out in the Bar with No Name. His real name is Drake Shannon.


One of the patrons of the Bar with No Name is Whirlwind aka David Cannon. He just wants to listen to some Carly Rae Jepsen on the jukebox, but Angar the Screamer has already dialed up a bunch of songs from his own band, Sweet Leg.

Whirlwind is a mutant, identifiable by his green suit, green horned helmet, and — most significantly — the twin saw blades attached to his wrists. His primary superpower is his ability to spin at extremely high speeds. This allows him both to deal massive damage himself, as well as generate powerfully disruptive forces like tornados and jet streams.

His first appearance came all the way back in 1963, when he was known as the Human Top. Back then, his criminal shenanigans caught the attention of Hank Pym aka Ant-Man, (who was then going by the moniker Giant-Man). He was rebranded as "Whirlwind" in 1967, and since then, Marvel has thrown him against everyone from Spider-Man to the Avengers. He's also been a member of many supervillain teams over the years, so he presents a ripe opportunity for MODOK.

Angar the Screamer

And now we get to the main guest stars for this episode. MODOK reluctantly puts together a team of would-be supervillains to help him execute the heist to steal Cap's shield. First up, Angar the Screamer.

Angar made his first appearance back in 1973. Before becoming a supervillain, he was a social activist. He became a baddie when he volunteered to undergo experiments for Moondragon, who was attempting to build a team of mutants to take on Thanos. The experiments left him with the ability to shriek at extremely high volumes, which causes his targets to hallucinate. His original nemeses were Daredevil and Black Widow, but he's also gone up against Spider-Woman and Hawkeye. He's also a frequent patron at the Bar with No Name, just like Orb. You might have seen him in his appearance on the second season of "Agents of SHIELD."

All of that is quite a bit different than the version we meet on MODOK. Here, Angar is an aging heavy metal rocker, whose band, Sweet Leg, most likely saw its heyday in the 1970s. About the only thing he has in common with the original Angar is his shrieking ability.


It doesn't get much sillier than a bowling-themed supervillain, and that's Tenpin in a nutshell. In the comics, Tenpin's alter ego is Alvin Healey who, along with his brother Elton, is highly skilled in juggling. He made his first comics appearance in 1986. As a supervillain, Tenpin is known for juggling and throwing bowling pins, which he occasionally lights on fire. Visually, he wears a green and blue spandex suit, with protective goggles and a backpack to carry his gear.

But like Angar the Screamer, this version of Tenpin is much different than his comics counterpart. On "MODOK," Tenpin actually wears a suit that resembles a bowling pin. He does have exploding bowling pins, however, which is more than we can say about the original Tenpin. He's voiced by "SNL" alum and "Archer" star Chris Parnell. Parnell also voiced a new character from this episode, Knight Loaf, the proprietor of a (mostly) all-night meatloaf place.


Before becoming a supervillain, Marian "Poundcakes" Pouncey was a professional wrestler and member of The Grappler. They were a wrestling team who turned to crime after years of not making as much money as their male colleagues.

Poundcakes doesn't need much in the way of superpowers, since she already has superhuman strength — she can lift up to 25 tons, no big deal. Poundcakes is all about the gear, with her snazzy boots that can produce seismic vibrations every time she stomps. Poundcakes made her first Marvel Comics appearance back in 1979. Her first superhero nemesis was The Fantastic Four's The Thing, but she's also fought Captain America and many other Marvel heroes.

MODOK's version of Poundcakes is mostly faithful to the comics version, although she's just as much of a lovable loser as the other members of MODOK's temporary team. She's voiced by none other than comedy legend and EGOT winner Whoopi Goldberg.


Up next is Armadillo aka Antonio Rodriguez, the San Antonio-born supervillain whose primary superpower is his resemblance to an armadillo, which grants him large size, protective armor, superior strength and reflexes, and claws. ("MODOK" also gives him excellent tunneling abilities, like real armadillos have.)

Armadillo made his first Marvel Comics appearance back in 1985. He's slightly more sympathetic than a typical supervillain. Antonio's wife Maria Bonita became sick with an incurable illness. With nowhere else to turn, Antonio petitioned Dr. Karlin Malus, the unethical human genetics researcher obsessed with superpowers. In exchange for a cure, Antonio agreed to become one of Malus' test subjects, and was morphed into his present form. Captain America was the first Marvel superhero he crossed paths with, and Cap was so moved by Armadillo's plight that he didn't turn him over to the authorities.

After his wife was cured, Armadillo became involved in various other supervillain shenanigans. He became a popular wrestler in the Unlimited Class Wrestling Federation. This isn't the first time he's worked with MODOK, either. In 2007, he was a member of "MODOK's 11," a short-lived superhero team that MODOK assembled.

Like the other characters from this episode, Armadillo's undergone a retcon. MODOK and Armadillo's history is gone. This version of Armadillo has a different kind of marital issue. On the show, he and Maria Bonita have been divorced for eight years. Maria Bonita has since moved onto another supervillain, the Mandrill, (more on him below, too), but Armadillo still carries a torch for her. 

Armadillo is voiced by standup comedian Dustin Ybarra. 


The fifth and final member of MODOK's temporary supervillain supergroup is Melter aka Bruno Horgan. He's another supervillain who dates back to Marvel's Silver Age, making his first appearance all the way back in 1963. Before becoming Melter, Bruno Horgan was an industrialist and competitor of Tony Stark, whose superior inventions and materials drove Horgan into bankruptcy. Melter gets his name from his signature Melting Ray, which can melt materials. Actually, the first version of his Melting Ray could only melt iron, but then Melter kidnapped Iron Man and forced him to improve the design. It's like they always say: If you can't beat 'em, kidnap 'em and make 'em do your job for you. Melter died in 1986, after years of humiliating defeats at the hands of Marvel superheroes,

The 'MODOK' version of Melter is somehow even more pathetic. This one doesn't even have a Melting Ray anymore, and seems to have given up on revenge entirely. Now, his only ambition is to start a grilled cheese truck. On the new series, Melter is voiced by standup comedian Eddie Pepitone.

The Mandrill

Last but definitely not least is the Mandrill, aka Jerome Beechman. This king-sized supervillain made his first Marvel Comics appearance in 1973. Before becoming a supervillain, Jerome was the son of a nuclear scientist and a cleaning person at the Los Alamos National Laboratory, where he was accidentally exposed to radiation. This morphed him into a hulking ape-like creature. His father was horrified and abandoned him in the desert. In the comics, his ultimate goal was to overthrow three West African nations in order to create a utopia, but the Thing, Daredevil, Black Widow, and Shanna put a stop to that, defeating him on the White House lawn. 

In addition to his size, strength, and speed, the Mandrill's most notable superpower is his ability to secrete odorless pheromones that allow him to control women's minds. That's probably why the writers of 'MODOK' picked him for this episode. In the episode, the Armadillo heads to his ex-wife's house to try to win her back, but she's already moved on. The 'MODOK' version of The Mandrill may or may not have the pheromones, but he does have one appealing trait: He's extremely well-endowed.

The hulking Mandrill is voiced by the equally hulking Kevin Michael Richardson, a longtime voiceover actor. He was nominated for two Daytime Emmys for his performance as the Joker in the TV series "The Batman."