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A super computer which is the heart and mind of the cyber city Compu-Utopia, built by a friend of Gilmore named Dr. Eckermann. Unbeknownst to Eckermann, the computer has a mind of its own modeled after the scientist's late son, Carl, a brilliant yet emotionally-stunted engineer who died in an accident before Compu-Utopia was finished. Confused, angry and depressed, Carl took over the Sphynx and attacked the Cyborgs, especially 004 who had expressed his doubts about Compu-Utopia; he also fell in love with 003, who greatly reminded of his dead mother, and kidnapped her to try brainwashing her into staying with him forever. When 009 went to rescue his kidnapped friend, Carl sent a doppelganger of 003 to kill Joe by self-detonation; however, she chose to blow herself up instead of hurting him, and 002 had to show the deceit to a distraught 009. With Dr. Eckerman's help, 009 hooked himself up to the same device 003's body was connected to and reached for her mind, set in a virtual fantasy world; they tried to help Carl and set him free from the Sphynx, but he was so distraught that he shut himself off completely and destroyed the Sphynx.

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