Superior Octavius (The Living Brain)

## Superior Octavius

The Living Brain (when reintegrated into an old mechanical robot body)

Eliot Tolliver (new forged identity)

### Nicknames

Doc Ock, The Master Planner, The Living Brain, Slick, Gunther, Superior Spider-Man, The Good Doctor, Dr. Elliot Tolliver, Doc HYDRA, Clone, Fake Doctor, Otto-Man, Spider-Doc.

## Biographical Information

### Relatives

Otto Octavius (genetic and mental template)

### Affiliation

Web Warriors, HYDRA, Life Foundation, Sinister Six (formerly), Ravencroft, Roxxon Incorporated.

### Occupation

Adventurer, professor, scientist, vigilante; former criminal, government agent, terrorist

### Base Of Operations

Hudson River Bay, Hudson Channel, Roxxon Headquarters NY, Ravencroft Institution, Ravencroft Asylum, Manhattan, San Francisco, California, Hong Kong, China.

### Citizenship

No legal citizenship in any country. Harboring as a fugitive.American (as Eliot Tolliver)

## Additional Information

### Wiki Author

DuttPanda

**The Living Brain**, also known by his current forged alias, **Eliot Tolliver**, also sometimes labelled as **Otto Octavius II,** is the artificially created new counterpart of the deceased **Doctor Octopus**. The Living Brain is the corrupt artificial intelligence that guided the dead Doc Ock's mechanical tentacles, which called itself the Living Brain. The AI was fixated on bringing out Octavius' deranged, insane side and exact revenge on those who wronged Otto while being hellbent on finishing the projects that Otto had started. The Living Brain is the AI embodiment of Octavius' vicious overambitious nature, which can often lead to his violent and inhumane nature to come out, which was the case for the AI. Even though it was deemed a separate consciousness from Otto, it was still made with Otto's brain patterns in mind.

While it was influencing the deranged Otto's mind when he was still alive, the Living Brain AI feared that Otto would someday destroy the AI and overcome it's corrupting influence and restore his own sanity. While Otto was still under the artificial intelligence's influence, the Living Brain stored away a digital copy of it's consciousness in a hidden supercomputer in a bunker laboratory, within a digital network, which remained even after the death of the original Otto.

The Living Brain's back-up consciousness that was stored in his secret second bunker, was under self-operation for years even after the real Otto's death. After it was fully uploaded, it finally became sentient and intelligent enough to take form as a digital virus; The AI forcefully contacted the Life Foundation and uncovered their secret information, who he convinced, after a round of blackmailing to get their attention, that he could help them develop their technology. The Life Foundation agreed and found the bunker and supercomputers where the Living Brain backed itself up and gave the AI's backup consciousness access to their technology. The Living Brain inserted itself into the body of Elliot Tolliver; a former Life Foundation scientist who is technically still alive, as his organs all work, but he is braindead, meaning his brain does not work at all, rendering him paralyzed and comatose.

The Living Brain's genius intelligence allows it to create advanced technology; an artificial brain that stores it's AI information & consciousness. The Living Foundation then does a brain transplant, replacing Eliot Tolliver's brain with the artificial brain that contains the AI 's consciousness. The artificial brain works properly inside the body and the AI now has a physical body that it can walk around in. Even though Eliot Tolliver is technically still alive in the sense that he was breathing the entire time all these years, even during the operation, his blood continued to flow and all his organs worked, his brain did not function properly, rendering him paralyzed and comatose the entire time. He was braindead and could not move but he was still alive the entire time. Now that the original Eliot's genetically disfigured brain has been discarded and his body now holds another person's (in this case, AI's) brain, even though it is Eliot's body, it is no longer Eliot or his consciousness *within* the body; it is the Living Brain. In a spiritual sense, even though Eliot's original body continues to exist with the exception of his brain, his mind and soul does not anymore, as someone else is walking around in his vessel.

The Living Brain, now finally having inserted itself into a working physical body, is vengeful that the real Doctor Octopus' plans were foiled and he was defeated by Spider-Man, and retains the same evil personality of the AI before the real Otto was able to overcome it's control and sacrifice himself to save the city. The Living Brain wants to take revenge in behalf of the deranged Otto Octavius, the one that went down a path of violence and madness, not the sane version of the old doctor, as the Living Brain's plans aligned with the deceased Doc Ock's deranged personality.

The Living Brain, under his new alias as Eliot, learns the existence of two more Spider-people (Gwen and Miles) He was also enraged that Norman Osborn had apparently died, deducing wrongfully, it was none other than the work of Spidey himself, angry that the dead Otto Octavius was not able to exact revenge on his arch nemesis himself, perceiving this lost opportunity as a theft of the dead doctor's destined glory.

Otto promised the Life Foundation that he would help them grow in riches. Otto convinced the Life Foundation to give him resources so he can create and then sell a superpowered private militia for HYDRA, so that they gain enough money and resources for their future endeavors. Otto landed the deal with HYDRA, and worked in unison with the parties to replicate Spider-Man's powers. HYDRA was skeptical of why the AI-in-the-human-body would choose to try to mimic Spider-Man's abilities out of all superhuman individuals on the planet, for them to create an army out of. The Living Brain decided in doing so since it felt humiliated by it's defeat under the hands of Spider-Man and wanted to give the webslinger a taste of his own power and use it in a twisted way that perverts the image of the Web Warrior's sense of responsibility, by fostering spider-powered criminals, to make him hurt. Additionally, he rebuilds Ock's mechanical tentacles, this time, making it more advanced than before. He dubs himself the Superior Octavius from now on, vowing to be more formidable than his previous vessel and the old doctor.

Superior Octavius experiments on multiple human test subjects in correspondence with the Life Foundation, HYDRA and Ravencroft, who supply them the human guinea pigs. His first successful spider-powered individual is Kaine Reiley, who he is able to brainwash and turn into a sleeper agent named the Ghost Spider for HYDRA and the Life Foundation. He ends up creating even more grotesque, abominable mutated enhanced individuals out of unwilling human test subjects, including the crazed six-armed Man-Spider and the human-sized spider mutant, the Fly.

After SHIELD and the Web Warriors catch on to Superior Octavius and the Ghost Spider, they eventually are able to bust down the devious criminal's secret bases. Kaine Reiley turns sides and joins forces with the Web Warriors after he breaks free of his mind control. After being cornered in his secret laboratory hideout in an island, with nowhere to hide and surrounded by Web Warriors, he unleashes all his spider-powered test crazy subjects and causes an all-out war between the insane spider-powered test subjects and the Web Warriors in the base. In midst of the chaos, Cindy Moon and Jessica Drew are bitten by Otto's artificially enhanced radioactive arachnids who have been released and granted spider-powers.

He is the main antagonist of the *Spider-Island*event and eventually, his base of operations is destroyed and overthrown by the Web Warriors. He escapes from the event, continuing to live under the identity of Eliot Tolliver. This duplicate eventually goes through a self-crisis. The AI, as said before, can be described as the vicious, overambitious, greedy, powerhungry nature of the original Otto Octavius. But it also retained some of the dead doctor's sense of ethics and moral code, even though it was suppressed deep within. After the Spider-Island event, Eliot Tolliver returns to his shenanigans with the Life Foundation, where he meets scientists Ann-Marconi. He falls in love with her and the AI ends up feeling the human emotions of love and empathy that the original doctor possessed, ending up understanding the concept of wanting to protect someone rather than destroy everyone else at the cost of his own good.

After struggling with his desire to continue his villainous hijinks and wanting to exact revenge against Spider-Man, this duplicate of Otto was persuaded by Ann-Marconi, his current lover, to leave behind his life of crime, and use his powers for good. He tries his hand at being a superhero, but the best he can be described at the most morally sensible moment of his attempt at a life of a superhero, is an anti-hero/anti-villain. He even became a part of the Web Warriors in the multiversal *Spider-Verse*event, and although he has not fully redeemed himself in the slightest sense, slipping back and forth between heroic and villainous roles when he so often desires, he has started on his path to redemption, often fighting crime, often instigating crime, as the Superior Octavius.