M.O.D.O.K. accompanied Red Skull in his plan to swap bodies with Captain America. After Red Skull managed to hold off Iron Man after having teleported Captain America a secret location, M.O.D.O.K. teleported to the scene and delivered the final blow to Iron Man, before returning their headquarters.
In Antarctica, M.O.D.O.K. discovered the Avengers in pursuit, and attempted to shot to blow them out of the sky. When this plan proved to be futile, M.O.D.O.K. met the Avengers on ground level, and attacked Iron Man with his telekinetic powers. Before he could finish him off, Red Skull called for M.O.D.O.K. to return to base to help him complete his transference into Captain America's body.
When the Avengers arrived inside the facility too late, M.O.D.O.K. tried to hold them off, before being knocked through a wall. He awakened in time to forcefully remove Iron Man's armor and arc reactor to transfer it's life support to Red Skull, and the two teleported away.
As the Red Skull tested out his new battle armor, he began a lengthy speech on how and where the duo will destroy the Avengers. M.O.D.O.K. revealed that he had microbots hidden inside of Black Widow's escape vehicle and summoned them to possess every member, minus Iron Man due to the fact that his new armor could filter the small robots. The Red Skull and M.O.D.O.K. teleported to the Mansion, M.O.D.O.K. explaining his new technology and taking the individual members of the Avengers as his puppets as Red Skull located the Mansion's reactor.
The Avengers soon began tearing up the front lawn to M.O.D.O.K.'s amusement and pondering why he couldn't have developed the nano-technology sooner. However, Tony Stark, dressed in full Mark 50 Armor, appeared and blasted M.O.D.O.K. with a repulsor to the face, sending him flying across the battlefield. After clearing the Avengers of the nanobots and explaining what they were and what he did, Iron Man left M.O.D.O.K. to be bashed by the Hulk.
The Red Skull licked his wounds as M.O.D.O.K. made known his eagerness to strike again as his partner blasted him with a repulsor. He looked on as the Red Skull sent out drones to send a message to the most dangerous fellow villains in the world to create a "Cabal" to counteract the Avengers.
- 101. "The Avengers Protocol, Part 1"
- 102. "The Avengers Protocol, Part 2"
- 106. "Super Adaptoid"
- 108. "Molecule Kid"
- 111. "Hulked Out Heroes"
- 113. "In Deep"
- 116. "Bring on the Bad Guys"
- 119. "The Ambassador"
- 121. "By the Numbers"
- 125. "Exodus"
- 126. "The Final Showdown"
- 205. "Beneath the Surface"
- 216. "Small Time Heroes"
- The Leader is the 5th smartest person in the world, ahead of M.O.D.O.K. who is 6th and Amadeus Cho is of course 7th.