Doctor Octopus' Last Attack

**Doctor Octopus' Last Attack** was a big battle from Marvel's *Ultimate Spider-Man*. The battle deals with Doctor Octopus and his newly formed Sinister Six attacking the S.H.I.E.L.D. Academy graduation ceremony. The battle takes place in the two-part series finale episode, "Graduation Day."

## History

### Background

It all started after Doctor Octopus betrayed HYDRA from the Attack on the Triskelion which resulted in the S.H.I.E.L.D. Tri-Carrier which was transformed into HYDRA Island and then into Octopus Island to crashed into the ocean. HYDRA essentially captured Doctor Octopus but then he escaped during the War of Carnage and used his nanobots from HYDRA Island to change his body again to be more powerful and physically strong. Then on the morning of the S.H.I.E.L.D. Academy graduation, Doctor Octopus met up with Spider-Man as Peter Parker in his house and made an ultimatum with him to stop being Spider-Man or he'll hurt Aunt May since he's been keeping watch on both her and Spider-Man with his Octobots since he found out Spider-Man's identity. So Spider-Man warned his Aunt May about Doctor Octopus who agreed to stay safely at the Triskelion and then Spider-Man gathered up all three of his teams to help him find and stop Doctor Octopus before he could do anything to hurt her.

### The Battle

To do that, Spider-Man locates all of Doctor Octopus' old labs and associates and plans to take them all down at once. First, he, White Tiger, Iron Fist, Power Man, and Nova locate one of Doctor Octopus' labs where they fight off against Scorpion. Then they find Crossbones in a containment cell after Doctor Octopus captured him and agrees to tell Spider-Man and his team everything about Doctor Octopus' plans and where he is. But before he can, Scorpion throws a vial into his cell which mutates Crossbones into the Lizard. After Spider-Man and his team fight off and defeat both Lizard and Scorpion, Spider-Man discovers a tablet that talks about hard light technology. While White Tiger, Iron Fist, Power Man, and Nova take both Scorpion and Lizard Crossbones into S.H.I.E.L.D. custody, Spider-Man goes to fight off Kraven the Hunter at the docks with the New Warriors which consist of Cloak, Dagger, Squirrel Girl, and Triton. Kraven attacks them with a high-tech mech and then Vulture appears and attacks them too since he's still under Doctor Octopus' control. Spider-Man and the New Warriors are able to defeat them by tricking Kraven into getting stuck in one of his own traps and subduing Vulture where Spider-Man promises to help out Vulture. Finally, Spider-Man goes to fight off Rhino who is also still under Doctor Octopus' control at the boat house in Central Park with the Web Warriors which consists of Iron Spider, Agent Venom, Kid Arachnid, Scarlet Spider, and Spider-Woman. After they stop Rhino by freezing him in the lake, they are confronted by Doctor Octopus who attacks them but they are able to defeat him too. After all the villains are all taken into S.H.I.E.L.D. custody, the S.H.I.E.L.D. graduation ceremony begins and Spider-Man is able to bring Aunt May out of hiding. However, on their way to the ceremony, Doctor Octopus breaks himself and the other villains out, captures Aunt May, and reveals to Spider-Man that all the fights with the villains were all just setups to bring the Sinister Six together in the Triskelion. Doctor Octopus then has Kraven and Scorpion subdue Spider-Man and makes another ultimatum with him that he will let Aunt May go if Spider-Man lets Doctor Octopus inject him with a special serum that takes away his powers and makes him normal which Spider-Man agrees to. Doctor Octopus then traps everyone at the S.H.I.E.L.D. Academy graduation ceremony under a hard light shell which will get smaller and crush them all. As Doctor Octopus taunts Spider-Man on his failure then he puts both him and Aunt May in a S.H.I.E.L.D. cell and leaves with the rest of the Sinister Six. But Aunt May gives Spider-Man his old web-shooters which she cleaned up and was going to give to him as a graduation present and inspires him to keep fighting again. Spider-Man then gets an idea on how to stop Doctor Octopus by sneaking into the armory to get a jetpack. Then he flies to Norman Osborn for help who wasn't at the S.H.I.E.L.D. Academy graduation ceremony but fights off Vulture along the way which was tough without his spider powers. Spider-Man then gets to Oscorp to have Norman help him get his powers back who reveals that he also regained his memory about Peter being Spider-Man. After they find Doctor Octopus' secret lab at Oscorp, Norman believes he can help Spider-Man get his powers back by letting him get bitten again by the same radioactive spider that gave him his powers the first time. However, the Sinister Six arrive and attack them after Doctor Octopus finds out Norman wasn't at the S.H.I.E.L.D. Academy graduation ceremony and then Spider-Man finds out the spider bite didn't work. Then he and Norman escape to Norman's secret lab, they find out that Spider-Man has developed an immunity to the radioactive spider's venom due to having his spider powers for a long time. So they try to make something to bypass the immunity but then discover that the source of Spider-Man's powers wasn't just the spider it was also him which was why Norman and Doctor Octopus couldn't replicate Spider-Man's power. From this, Spider-Man is able to make a serum to bypass the radioactive spider venom immunity and regains his powers which works and Spider-Man gets his powers back. Which he uses to save Norman and himself after the Sinister Six blows up the Oscorp building after setting the lab's power core to overload. Spider-Man then fights off the Sinister Six, gets Norman to safety, and takes the depowering serum from Doctor Octopus which he uses to cure Vulture, Lizard Crossbones, and Rhino back into Adrian, Crossbones, and Alex, frees them from Doctor Octopus' control, and even helps Adrian get his memories back while Crossbones just leaves. Spider-Man then defeats Scorpion and then Kraven with help from Adrian and Alex but then Doctor Octopus confronts Spider-Man claiming everything he does is to get respect for his genius then after Spider-Man ties him up with his webs, Doctor Octopus mutates himself into a giant mutant octopus creature. However, in the process it makes him go on a mindless rampage across New York City to the point where he asks Spider-Man for help so Spider-Man cures Doctor Octopus with the last of the depowering serum. Afterwards, Spider-Man frees everyone at the S.H.I.E.L.D. Academy graduation ceremony from the hard light shell with help from Doctor Octopus in gratitude for saving him using modified S.H.I.E.L.D. equipment which works.

### Aftermath

With the fight over, the S.H.I.E.L.D. Academy graduation ceremony continues and at the end, Spider-Man convinces Iron Man to give Doctor Octopus a second chance to use his genius for good after being taken into custody. Then Spider-Man along with Agent Venom and Scarlet Spider become teachers of the Triskelion to teach the next generation of heroes which includes Adrian and Alex.

## Belligerents

### Web Warriors

* Spider-Man
* White Tiger
* Iron Fist
* Power Man
* Nova
* Cloak
* Dagger
* Squirrel Girl
* Triton
* Agent Venom
* Iron Spider
* Kid Arachnid
* Scarlet Spider
* Spider-Woman
* Norman Osborn

### Sinister Six

* Doctor Octopus
* Scorpion
* Lizard Crossbones
* Kraven the Hunter
* Vulture
* Rhino

### Other

* Aunt May
* Nick Fury
* Iron Man
* Captain America
* Thor
* Hulk
* Ant-Man
* Doctor Strange
* Sandman
* Patrioteer
* Dr. Connors
* Walter Cage
* Amanda Cage
* S.H.I.E.L.D. Agents

## Navigation

*Disney*: Operation W.A.R. • Robot Riot • Kree-Skrull War • Graviton's Attack • Gamma World • Kang's Invasion • War for the Cosmic Cube • Loki's War • Skrull Invasion • Assault on 42 • Invasion of Galactus • Asgardian-Symbiote Attack • Skirmish on the Tri-Carrier • Battle of the Web Warriors • Attack of the Synthezoids • Contest of Champions • Attack on the Triskelion • War of Carnage • **Doctor Octopus' Last Attack** • Mystery Shack Zombie Attack • Weirdmageddon Rebellion • Attack of Cosmic Skull • War of the Squadron Supreme • Invasion of Thanos • Ultron Revolution • Frozen Invasion • Secret Wars • Kree Invasion • Battle of Sarrish • Battle of Christophsis • Malevolence Campaign • Battle of Quell • Defense of Maridun • Battle of Orto Plutonia • Liberation of Ryloth • Skirmish on Felucia • Attack of the Zillo Beast • Second Battle of Geonosis • Battle of Saleucami • Skirmish aboard the Coronet • Attack on Kamino • Battle on Wasskah • Civil War of Mon Cala • Skirmish on Naboo • Battle of Umbara • Attack on Dathomir • Liberation of Onderon • Invasion of Scipio • Battle of Anaxes • Siege of Mandalore • Siege of Lasan • Attack on Phoenix Squadron • Assault on Seelos • Assault on Garel • Battle of Atollon • Liberation of Lothal • Asgard War • Symbiote War • Attack of Magus • Conquest of Serpent • Saporian War • Battle of Old Corona • Battle of Corona • Goblin War • Symbiote Invasion • Robot Revolution • Wakanda-Atlantis War • Battle of Jakku • Battle of Castilon • Battle of the Barabesh System • Toad Tower Heron Attack • Hunter vs. Alastair Feud • Newtopian Barbari-Ant Invasion • Toad Rebellion • Amphibia Revolution
*Nickelodeon*: Attack on the Shredder • Triceraton-Federation War • Attack on TCRI • Battle of the Battle Nexus • Triceraton Invasion of 2003 • Final Shredder Battle • Battle of the Five Dragons • Kraang-Triceraton War • Rat Wars • First Kraang Invasion • Second Kraang Invasion • Battle for New York • Triceraton Invasion of 2012 • War for Dimension X • Super Shredder Attacks • Invasion of the Netherworld • Invasion of Dregg • Monster Invasion • Carmageddon
*Movies*: Battle for Pride Rock • Lion War • War of the Brotherhood • Fight of the Stone Generals • Battle of the Red Death • Ogre Revolution • Battle of Gongmen City • War of the Brothers • Battle of Bricksburg • War of the Dragons • Battle of Panda Village • Battle of Gotham City • Garmadon's War • Battle of Ninjago • Brother-Sister War • Dragon Hunter Battle • Northuldra War • The Mitchells vs. The Machines Battle