Otto Octavius

* Current Form
* Otto Octavius
* Doctor Octopus
* Iron Octopus
* Sinister Six Armor
* Diver Suit
* Asgardian Armor
* Hydra Form
* Carnage
* Octopus Form

**Otto Octavius**, formerly known as **Doctor Octopus** or **Doc Ock** for short, is one of the main antagonists (along with the Green Goblin) of *Ultimate Spider-Man* and a minor antagonist in *Hulk and the Agents of S.M.A.S.H.*

In *Ultimate Spider-Man*, he is the secondary antagonist of Season 1, one of the main antagonists of Season 2 (along with the Green Goblin), the secondary antagonist of *The Avenging Spider-Man* arc, one of the secondary antagonists (alongside Beetle, Scorpion and Vulture) of the *New Warriors* arc and one of the secondary antagonists of the *Contest of Champions* arc in Season 3: *Web-Warriors* and the main antagonist of the *Hydra Attacks/The New Sinister Six* arc in collaboration with Hydra, one of the tertiary antagonists (along with Shriek) of *The Symbiote Saga* arc, one of the secondary antagonists (along with the titular Spider Slayers) of *The Spider Slayers* arc and the main antagonist of the *Graduation Day* arc in Season 4: *vs The Sinister 6*. In *Hulk and the Agents of S.M.A.S.H.*, he is a guest antagonist in Season 1.

He is a formerly crippled scientist, a friend of Curtis Connors, the former leader of the Sinister Six, Sinister Seven and Superior Sinister Six, a former scientist of Oscorp and Hydra, one of Spider-Man's former archenemies and the former archenemy the Web-Warriors. Doctor Octopus is regarded as one of Spider-Man's worst enemies. In Season 1 of *Ultimate Spider-Man*, he was the pawn of Norman Osborn who was tasked to targeted Spider-Man to collect is DNA to make a spider-soldier army to sell to the government while creating the Venom Symbiote until he betrayed Norman for his mistreatment by turning him into the Green Goblin. In Season 2 of *Ultimate Spider-Man*, Doc Ock creates animal serums to experiment on and later creates the Sinister Six to destroy Spider-Man and his S.H.I.E.L.D. Team but was taken into custody. Doc Ock later escaped after curing S.H.I.E.L.D. of the Venom symbiote and Green Goblin back to Norman. Doc Ock targeted Norman until he stole Norman's technology and armors himself and the Sinister Six to defeat Spider-Man, the S.H.I.E.L.D. Team and Iron Patriot but was defeated when he turned Norman back into the Green Goblin. In Season 1 of *Hulk and the Agents of S.M.A.S.H.*, Doc Ock created a new symbiote called the Gamma Venom symbiote and unleashed it onto the S.M.A.S.H. team until Hulk and Spider-Man destroyed it and took Doc Ock into custody. In Season 3: *Web-Warriors*, Doc Ock was freed by Loki to recreate the Venom symbiote to take over the world but both were defeated by the S.H.I.E.L.D. Team and the Avengers. He later became involved with trying to take down the New Warriors until he was defeated. He later became a player of the Contest of Champions tournament until he was defeated. In Season 4: *vs The Sinister 6*, Doc Ock joined Hydra and started to create the Sinister Seven while placing Scarlet Spider in the Web-Warriors team as his mole to destroy Spider-Man and betray Hydra for his mistreatment but was defeated. Later, Doc Ock helped recreate the Carnage symbiote before it put him into a coma. Doc Ock was later revealed to be the creator of the Spider Slayers and helped Spider-Man and Scarlet Spider discover the latter's origins and took back his nanotech. Doc Ock later created the Superior Sinister Six and attacked the graduation ceremony and Oscorp until Spider-Man redeemed him into using his tech for good.

## Physical Appearance

Before the accident, Otto Octavius looked handsome once, appears to be slightly taller than Peter Parker, has long black hair which he wore in a pony tail, green eyes and wore glasses. He also wore an Oscorp scientist suit with a lab coat with green streaks going down from shoulders to arms and green gloves.

Throughout *Ultimate Spider-Man*, after the accident and becoming Doctor Octopus, he appeared to have a short height and is very pale and also hunchbacked. His hair appears to have a long wet look. He wears red goggles, a grey scientist suit with black gloves and boots, along with a mechanical device from shoulders to crotch with green glowing lights on his stomach that enables him to breathe and four grey and black striped octopus arms with claws and green sucker lights attached to it. He then gained a scar on his eye and a scar on his lip later on.

In the "*Revealed*" episode, when he was captured by Norman Osborn again, he was bald and his tentacles were removed and replaced with a green ball with cables on his head. He also had a retractable pair of silver goggles with red lenses over his red goggles which he wore for the rest of the series. After the green bubble popped, he used an octopus robot before the Green Goblin pummeled him in it.

In "*The Iron Octopus*" episode, he wore an iron armor with his tentacles attached, yellow lights in the palm of his hands and a yellow arc reactor.

In the "*Return of the Sinister Six*" episode, he wore a different iron armor with a few green lights but his tentacles appear to have a deflated look with silver whip like heads.

When underwater, he wore an octopus-like diver suit with tentacles.

During "*The Avenging Spider-Man*" arc, after joining Loki, he was given an Asgardian turtle-like armor with four arms that can grow when he lifts himself up.

During the "*Hydra Attacks/The New Sinister Six*" arc to the first part of "*The Symbiote Saga* " arc, after joining Hydra, he was reconfigured by nanobots into a having an appearances of an old man, a new life-support shell like armor with red lights on it and a Hydra symbol on the chest, red goggles, a grey retractable mouth mask and grey metal circles on his head with his tentacles being fully grey with claws and attached.

After bonding with the Carnage symbiote, he still resembles his Hydra form but being red all over with black lines and white eyes before the symbiote was removed from him and neutralized his Hydra form and turning him back into his original appearance.

During the second part of "*The Spider Slayers*" arc to the "*Graduation Day*" arc, after freeing himself from Hydra, he once again used another nanobot that transformed him into a healthy looking well-fit man with brown hair. His attire has changed into a green suit with yellow gloves and boots with yellow patches on the shoulders to the chest and yellow patches on the sides of his thighs, red glasses, a silver belt with a green light button in the middle and his tentacles being silver with claws with a green light in their palms,. In addition, his voice no longer has a voice modulator.

When he injects himself with octopus DNA he is turned into an octopus mutant monster with tentacles at the bottom, a beak and still has his brown hair and red glasses. After Spider-Man cured him, he returned to his previous form he was in when changed.

## Personality

Doctor Octopus is a mad scientist that experiments with dangerous subjects, as shown when he created the symbiote. Although Doctor Octavius is always in his lab, after his first time of chasing and capturing someone, he enjoyed it and stated that he should have done it more often and that the thrill excites him.

Octavius has shown to have no fear of being killed, shown to still chase after Spider-Man even as large amounts of water leaks into his lab. Although being insane, he feels sadness after his accident, which caused him to change physically. Like a real octopus, Doctor Octopus is always hiding in the shadows, concealed in the cracks of his lab.

Doctor Octopus hates being told what to do even by other villains like Loki or Armin Zola or the former Green Goblin. His inferiority complex is the cause of this. It is revealed that Doc Ock has a vendetta against HYDRA for some reason on keeping Ock in even worst slavery treatment than in Oscorp, and soon he removed one of its main leaders, Arnim Zola, to cover his status as a traitor.

His ideology is to be respected by the world, by utilizing fear since no one would respect him for his brilliance alone. He believed that "with great power, comes great fear and with great fear, comes great respect". This obsession ended up nearly destroying him when he, out of intense anger and denial, injected himself with a serum that causes him to mutate into a giant mutant octopus with limited intelligence. After Spider-Man saves him by curing him, Spider-Man makes him realize the error of his ideology of using fear as an anchor to gaining respect and recognition.

Realizing the wisdom in Spider-Man's words, he takes it upon himself to help Spider-Man save the heroes and willingly turns himself in, thus possibly beginning his redemption.

## History

### Early career and accident

Dr. Otto Octavius was friends with Dr. Curt Connors at college, then started working for Oscorp. Dr. Octavius was later involved in a lab accident which caused him to be paralyzed from the neck down and unable to breathe on his own. Fortunately, Norman Osborn funded technology to let Dr. Octavius breathe through a harness equipped with mechanical tentacles that gave him mobility and Dr. Octavius started serving Norman since that day. He was put into an underwater lab under the Hudson River where no one can find him.

### Season 1

#### Great Power

Later, when Spider-Man appeared in New York City, Norman Osborn became obsessed with him and kept watching him ever since. Dr. Octavius hired the Frightful Four to bring Spider-Man to him. Trapster was defeated but was able to put a tracking device on him which led to Midtown High School just after he refused to join S.H.I.E.L.D. Dr. Octavius contacted Norman and asked him if he was impressed which Norman replies that he is very impressed. Norman tells him that they both know that Spider-Man is the key to military superiority and believes that once he replicates Spider-Man's powers he will create Spider-Soldiers to sell to the highest bidder. Norman also believes that Nick Fury is a fool to get Spider-Man to join S.H.I.E.L.D. and prefers Spider-Man the way he wants him to be: headstrong, undisciplined, easy to anger and with Dr. Octavius adding that he can also be easier to turn. He tells Norman that he will inform the remaining members of the Frightful Four to begin Phase Two. After the Frightful Four attack Midtown High looking for Spider-Man, he appears to them and Wizard transmits everything to Dr. Octavius. Dr. Octavius impressed with this, informs Norman of the attack on Midtown High and the team will give a profile detail of his powers. He then asks if he should have the Frightful Four destroy Midtown High which shocks Norman and tells him not to because his son is there and leaves. Spider-Man defeats the Frightful Four but the team escape.

#### Great Responsibility

Norman asks Dr. Octavius if he has the surveillance photos taken of Target S. Dr. Octavius sends them to Norman who tells him that he will not have Director Fury getting hooks into his prize and that Oscorp will own Spider-Man and not S.H.I.E.L.D. and tells Dr. Octavius to send the remaining Frightful Four members to find him. After the Frightful Four are defeated by Spider-Man and his new teammates, White Tiger, Iron Fist, Power Man and Nova, Norman tells him that he will not tolerate failure which Dr. Octavius responds that he understands.

#### Venom

Dr. Octavius sends an Octobot to get a sample of Spider-Man's DNA which it succeeds in doing so after Spider-Man destroys it. After a miniature Octobot brings him the sample, he experiments on it while being amazed by it. He isolates the deadliest aspects of Spider-Man's DNA and after it turns into a gooey creature which is later called a Symbiote, he believes it to be an abomination and monstrous. Norman makes contact with him and asks if he got the sample. Dr. Octavius tells him that he isolated the deadliest aspects of the DNA and calls it Venom. He tells him to imagine his dream army clad in living armor which will give them Spider-Man's powers and abilities and tells him that he needs a few months. He tries to explain that the new life form is dangerous of rushing anything but Norman tells him that he gave him the facility and the body to handle scientific endeavors and tells him to use it. Dr. Octavius tells him that he will have something for him tonight. Later, during the night Norman arrives in the lab which he sees that the room is destroyed and Dr. Octavius informs that the symbiote escaped. Norman asks him about what happened in the lab and Dr. Octavius tells him that he wanted a monster, he gave him a monster... or a masterpiece and that history will be his judge. Norman asks where it is and Dr. Octavius informs him that it is going back to Spider-Man. After the Venom symbiote is seemingly destroyed, Norman returns to the lab with Dr. Octavius, asking him if he began the time rate and believes that he is ready. Norman instead tells Dr. Octavius that he is the only one who knows how genius can rise from disaster and asks him that he wants a symbiote that will be unstoppable for Spider-Man and his team. Dr. Octavius tells him that he will give it his life's work.

#### Why I Hate Gym

Norman then hired Taskmaster who was with Dr. Octavius. They are shown to be watching Spider-Man chasing Batroc the Leaper. He tells Taskmaster that Norman will pay handsomely for the capture of Spider-Man. Taskmaster tells Dr. Octavius that he should capture Spider-Man himself. Dr. Octavius tells him that he doesn't get out much, Taskmaster tells him he can memorize any move but the tech makes it trickier for him and knows why Norman is so eager to capture him. After watching Spider-Man and White Tiger defeat Batroc, Taskmaster breaks the screen with Dr. Octavius telling him that he is going to have to pay for it. After Taskmaster copies a jump from Spider-Man, he tells Dr. Octavius that he is great with kids. After Taskmaster fails to capture Spider-Man, he escapes back to the lab and briefs his failure by saying that the school is a dead end and tells Dr. Octavius that he should make Spider-Man come to him. Dr. Octavius in his anger destroys two screens with Taskmaster watching and commenting that he will have to pay for those screens. While Dr. Octavius is throwing a tantrum, Taskmaster swears revenge.

#### Back In Black

A black Spider-Man appears and starts becoming popular. Dr. Octavius, who is watching him, sends Dragon Man androids to test him. He called Norman to the lab to see the new Spider-Man. Norman at first thinks that he trying to show him something that he doesn't want to watch from his flat screen but Dr. Octavius informs him that he didn't. He reveals that the new Spider-Man has the same abilities as the symbiote they created but only more focused, controlled and deadly. Dr. Octavius asks Norman if he sees any similarities with Norman telling him to find out about it and Dr. Octavius tells him that he will send another Dragon Man android to do further tests. The next day, Norman phoned Octavius from his office. He tells Dr. Octavius that he wants an update, that he already pointed out the similarities and so expects results from him. Norman then informed him that he was on his way. After the black Spider-Man loses control of himself, he is revealed to be Venom. After getting shocked and turning back to normal, he is revealed to be Harry Osborn. Dr. Octavius who is watching from the computer believes that it was obvious. Norman arrives after having a board meeting; Dr. Octavius hides the news by switching it to his studies of Spider-Man. Norman informs him of the attack on the board meeting and believes it to be unbelievable. He then tells Dr. Octavius that he wants Venom but when he looks into Dr. Octavius's face, he asks if there is something he'd like to tell him and Dr. Octavius lies to him by claiming that he doesn't and keeps the secret about Harry being Venom from Norman.

#### Venomous

After Harry turns back into Venom, he attacks Batroc. The news of his attack spreads everywhere. Norman contacts Dr. Octavius about seeing the reports. Norman angrily tells him that J. Jonah Jameson is talking about their experiment and that he wants it back. Dr. Octavius tells him that he will try and tries to explain about triangulating it but Norman angrily tells him that he doesn't want excuses and that he wants Venom now before ending the contract. After Venom's second supposed demise, Norman visits the lab and demands to know if Dr. Octavius knew about Harry being Venom. Dr. Octavius lies about not knowing and asks Norman about how anyone can know about his son than him. Norman then reveals that he brought a blood sample of Harry's from the hospital. He tells Dr. Octavius to do something with it and Dr. Octavius tells him that he will give it all his effort.

#### Me Time

Dr. Octavius then hired Whirlwind to bait Spider-Man in a fight. After Whirlwind is defeated, Dr. Octavius loses contact with him. After watching the fight, Dr. Octavius decides that in order to find out about his secrets, **he** must capture him. He then loads the data before Norman makes contact with him again. Norman angrily accuses him of wasting his time, squandering his money and for trying his patience and decides to pull the plug on the science project of Dr. Octavius's and tells him that he has the means. Norman asks him about what he thinks about: more patience or blowing up. Dr. Octavius angrily tells him to not treat him like a child and informs him about being almost there and tries to explain about Whirlwind's mission but Norman doesn't listen and tells him that he gave him all the time in the world and the task of learning Spider-Man's powers to exploit as a weapon. Norman tells him that he has no secrets, no Spider-Soldiers to sell and asks why he shouldn't blow the lab up. Dr. Octavius informs him about his plan to capture Spider-Man himself than any other villain could. Norman laughs at this and comments about Dr. Octavius being a shut-in scientist who can't wipe his own mouth but then believes that Dr. Octavius's tentacles will come in handy and tells Dr. Octavius that he is welcome again for those tentacles. He informs Dr. Octavius that at sundown if he doesn't have results then he is off the assignment permanently before ending the contract. Dr. Octavius angrily destroys the screen and swears that Norman will see that he will capture Spider-Man. He finds Spider-Man at an amusement park and grabs him. Dr. Octavius introduces himself but doesn't say his name. He starts talking about Norman (but only referring him as "*he*") calling him a shut-in, prattling on about his uselessness and thinks about Norman seeing him, now that he has Spider-Man. Spider-Man asks who "*he*" is , makes a comment about fixing pronouns and kicks him while saying that he doesn't have him. Dr. Octavius carries on attacking him while Spider-Man asks who he is and starts calling him names like **Captain Cockroach**, **The Enemy Anemone** and **Crab-Claw Clam**. Dr. Octavius tells him that he is a "*Doctor*" and Spider-Man comments that he needs a doctor and a straight-jacket. Dr. Octavius angrily claims that he is not insane and carries on attacking. He tells Spider-Man that he is the twilight of his creeping existence. Spider-Man makes a joke about not making statement about it and kicks him while calling him "*Mister*". Annoyed, Dr. Octavius again tells him that he is a "*Doctor*". Spider-Man jokes about him having a P.D. and squid arms and gives him the name "**Doctor Octopus**" and asks him if it was catchy. Dr. Octavius carries on attacking while angrily telling him to not mock him. Spider-Man uses a rail-way cart to hit Dr. Octavius down. He quickly recovers and carries on attacking Spider-Man while talking about Norman by saying that "*he*" should've trusted him to capture Spider-Man, he should've trusted himself and claims that this is magnificent. Spider-Man tries to ask again about who "*he*" is but Dr. Octavius tells him that he will worry about "*him*" and Spider-Man should worry about *him*. He chases Spider-Man around and grabs him and Spider-Man now realizes that he is now beginning to scare him. Dr. Octavius claims that he is more impressive in person and that he can't wait to dissect him. Spider-Man tells him that he fought villains like him before home-room and jokes that he is out of his league and calls him "**Doc Ock**". Dr. Octavius asks him if his league is called "*Little League*". Spider-Man then webs up his goggles making him let go but one of his tentacles punches Spider-Man down to the ground. Dr. Octavius takes the web off his goggles and tells him that he knows far more about him than he realizes. He knocks Spider-Man down while claiming that this morning he was on the verge of losing everything but is now close on the verge of proving himself by the might of his own hand. He tries to saw him and when Spider-Man tries to get away on a wall, Dr. Octavius uses black ooze to make him slip back on the ground. Spider-Man fools Dr. Octavius about having one last request and jokes about octopuses having eight limbs and hence the word "*Octo*". He avoids the saw which makes Dr. Octavius angry even more before he gets distracted by a civilian taking photos of the fight. He grabs the civilian and taunts Spider-Man about caring for others. Spider-Man tries to make him let go but Dr. Octavius replies with "*Make Me*". Spider-Man then uses his acrobatic skills on the tentacles and has one of the tentacles saw the arm holding the civilian, making it let go. He chases Spider-Man and grabs him. He claims that he never knew he enjoyed hunting down a living creature and claims that Spider-Man had taught him. Spider-Man jokes about giving him a haircut but Dr. Octavius tells him that it is "*With it till the end*" and claims it to be commendable and pointless. He then kicks the tentacle with a taser onto Dr. Octavius making him throw Spider-Man into the House of Mirrors. Dr. Octavius hunts Spider-Man down while destroying the mirrors but then looks into one of them which shows a reflection of him looking handsome. When Dr. Octavius sadly remembers that he used to be handsome once, Spider-Man jokingly tells him that he can have the mirror for three easy payments or go home forever and never come outside again. Dr. Octavius angrily carries on attacking Spider-Man and destroying the mirrors with Spider-Man commenting about how many years of bad luck he just got. Dr. Octavius angrily tells him that he is trying his temper and Spider-Man tells him that he doesn't like it. The two carry on fighting until Dr. Octavius knocks him down and tells Spider-Man that he is coming with him. Spider-Man claims that its over his dead body and Dr. Octavius shocks him finally knocking him out and capturing him. The next day, he makes contact with Norman who believes that he has some excuse to make him fire him. Dr. Octavius tells him that he owes him an apology and surprises Norman by showing him that he captured Spider-Man. Dr. Octavius tells him that he is just asleep for now. Norman panics when he sees that Spider-Man is stirring and orders that Dr. Octavius must find out about his powers but Dr. Octavius angrily tells him that **he** will find out what he chooses to and when he will let him know when he'll feel like it. Norman angrily tells him to not talk to him like that and Dr. Octavius turns the contact off. Dr. Octavius then proceeds to saw him but Spider-Man wakes up to see Dr. Octavius going to saw him and webs up the tentacle and uses it to free him from his bonds. This surprises Dr. Octavius who claims that he is such a clever bug and tries to catch Spider-Man. Spider-Man tells him that it is "*arachnid*" and mockingly tells him that he calls himself a "*Doctor*". He carries on avoiding Dr. Octavius's tentacles. While chasing Spider-Man, Norman tells Dr. Octavius that he should complete the mission or he will destroy him. Dr. Octavius tells Norman that he has a mission of his own and demands him to get out of his head and to stop tormenting him. Spider-Man demands the "*he*" should show himself so that he can defeat them both. He webs up Dr. Octavius's goggles and tries to use the computers to make contact with S.H.I.E.L.D. Dr. Octavius grabs him and pins him against the wall which makes Spider-Man see that they're both underwater. Spider-Man kicks him and ties him up. When Spider-Man turns on one of the computers, he sees different images of him and his missions. He realizes that Dr. Octavius has been stalking him for a long time and asks if he is just looking out for his best interests. Dr. Octavius breaks free and tells him that the only interests is his own like everything he is, everything he becomes requires to be put down like a sick pet. Spider-Man shoots web at him and demands to know what he wants with him. Dr. Octavius tells him that he wants to know what makes him tick and that it requires that Spider-Man perishes. Spider-Man fools him with a joke but Dr. Octavius grabs him. Spider-Man uses web to blocks the harness which makes Dr. Octavius struggle to breathe. Norman then tells Dr. Octavius that it is the last time that he has failed and that he can't have Spider-Man and S.H.I.E.L.D. tracing him back to Oscorp. He then blows the lab up while telling Dr. Octavius that he is fired. While Spider-Man is able to make contact to Nick Fury, Dr. Octavius gets up and attacks Spider-Man while the lab starts flooding. When the roof breaks apart and makes it flood even more, Spider-Man finds Dr. Octavius drowning. Spider-Man saves Dr. Octavius but the roof makes him fall and sees Dr. Octavius floating upward. It is then mentioned that Dr. Octavius was never found.

#### The Iron Octopus

Dr. Octavius now going by the name "**Doctor Octopus**" resurfaced, a long time after the events after his encounter with Spider-Man. He created a new lab and took control of Iron Man's armors to destroy Norman as revenge. He had an Octobot break into Stark Industries and stole the arc reactor. He welcomed back the Octobot who gave him the arc reactor. He tells the Octobot that he may have failed to destroy Norman but the arc reactor is to make up for it nicely. He then puts the arc reactor into his new Iron Octopus armor. After donning the armor, Doctor Octopus attacked the lab in the S.H.I.E.L.D. Helicarrier where Spider-Man, Director Fury, Dr. Curt Connors, Iron Man, Norman, and Harry were. Curt Connors was surprised to find that his friend, Otto Octavius was alive while Norman pretended to not know. Iron Man attacked Doctor Octopus but he knocked Iron Man and sent Octobots to take him on. After Iron Man flies away with the Octobots, Director Fury had security lock everything down and called for S.H.I.E.L.D. agents. He then began shooting at Doctor Octopus but he then returns fire at Director Fury and knocks him down. Spider-Man appeared and Doctor Octopus tried to crush him but Spider-Man moved to his face and tried to hit the glass of the armor. The armor protects Doctor Octopus with a shield and he tried to shoot ice at Spider-Man. He demanded that he should be given Norman and everyone will go back to their lives but Spider-Man refused and Doctor Octopus shoots at him but misses. Spider-Man shoots web into his face but he easily rips it off and sends Octobots to battle Director Fury while he threw Spider-Man away. He then accuses Norman of taking everything that was important to him away and tells him that he will do the same by taking Harry away. He then took Norman and Harry and shocks Harry, knocking him out. He then taunted Norman about retribution being at hand. He then escaped with the Osborns and stopped Spider-Man from stopping him. He took them back to Oscorp and told Norman to beg him to show his son the mercy he didn't show him. Norman told him to let him go because it had nothing to do him but Doctor Octopus tells him that it does now. Norman reminds him that he is his friend, that he saved his life and tries to remind him of the machines that helped him but Doctor Octopus tells him that they were created to enslave him. He then accused Norman of locking him away so that nobody would know about him like a pet and then tried to destroy him. He tells Norman that he is going to return the favor by destroying him. Spider-Man in the Iron Spider Armor stops him and saves the Osborns. Doctor Octopus and Spider-Man fought but Spider-Man knocks Doctor Octopus down. Doctor Octopus then shot at him while telling him that he will have his webs strung up for that. Spider-Man shot at him and knocked him down again. He then accuses Spider-Man for playing the fool like Norman and Norman tries to act like Doctor Octopus is a lunatic. Doctor Octopus and Spider-Man then shot at each other but the shots hit each other. Doctor Octopus accuses Spider-Man of protecting Norman despite all the misery he had caused him like the attacks and the lies. Spider-Man then comments that the mad people like Doctor Octopus are always the ones, one should listen to. Doctor Octopus attacked him while revealing that he worked for Norman and reveals that together, they have been stalking him, hunting him and studying him to steal his secrets. Spider-Man doesn't believe him and shoots web at him which gives Norman time to carry Harry away to safety. Doctor Octopus recovers, grabs Spider-Man and tries to tell him that every word that Norman says is a lie. He tries to shoot the Osborns but Spider-Man stops him and hits the arc reactor. Doctor Octopus finds the arc reactor fusing and wonders what's happening to it. Spider-Man asks him if he remembered to charge it. The two fight but Doctor Octopus rips the spider arms of his suit leaving only one. He then proceeds to destroy Spider-Man but Iron Man arrives and shoots him. Doctor Octopus finds that the arc reactor isn't powering, and thinks that it should be self-sustaining and believes that he built his armor to Iron Man's specifications. Iron Man tells him that he never put anything in a computer and that it is all in the mind. Doctor Octopus attacks the heroes not wanting it to end like that but Iron Man hits the arc reactor which shocks Doctor Octopus. Spider-Man then proceeds to punch Doctor Octopus far away crashing into buildings which leaves him injured. Norman finds him before S.H.I.E.L.D. does and puts him into a container. Norman visits him and tells him that he can relax and that S.H.I.E.L.D. is gone. He tells him that he should be thankful that Norman found him before S.H.I.E.L.D. could. He tells him that he single-handedly took on two of the world's greatest heroes and the best thing he has done was upset Spider-Man, made him nervous and calls Doctor Octopus that he is amazing. He welcomes Doctor Octopus back and tells him that they have work ahead of them.

#### Revealed

Doctor Octopus is shown to have lost his hair, sports new goggles and has been put into a green bubble. He is put into an underground lab under Oscorp. He made contact with Norman that the plan is in motion. It is shown that the Frightful Four have attacked an Oscorp warehouse in which Spider-Man's team fight them. They escape while Octobots fight them and while the rest of the team are distracted, Spider-Man is abducted. He wakes up to find himself tied up in Doctor Octopus's new lab while commenting that he "is not in Kansas anymore". Doctor Octopus appears and angrily asks him if he ever shuts up. Spider-Man is disgusted by his appearance and asks where his robot arms. He then jokingly starts calling Doctor Octopus names like "**Doc Jellyfish**" and "**Doctor Slug**" and tells him that it's as far as he can go. Spider-Man finds that his communicator is missing from his wrist and Doctor Octopus reveals that he will find it difficult to call help seeing is that he took Spider-Man's communicator. He tells Spider-Man that unlike him, he learns from his mistakes, that no one is coming to save him and that it is just the three of them: Spider-Man, himself and his revenge. Spider-Man jokes that he should serve that revenge with a side of fries because he missed out on dinner and jokingly calls him "**Doctor Blowfish**". After a miniature Octobot brings Doctor Octopus a sample of Spider-Man's DNA, Spider-Man asks him about how long he's been after him and asks why. Doctor Octopus reveals that he has been trying to replicate his powers for some time and on several occasions, he has come close. Spider-Man looks at the experiment on the screen and recognizes it as Venom with Doctor Octopus telling him that he could consider it as a close relative. Spider-Man tells him that he doesn't see the resemblance but Doctor Octopus tells him that Venom had limitations and that he was uncontrolled with Spider-Man telling him that he thinks. Doctor Octopus reveals that with the new sample of DNA, he will be able to synthesize a far more interesting strain, one that holds new infinite possibilities and one that *he* controls. He fuses Spider-Man and Venom's DNA together and it becomes a green serum. He then decides to test it on Spider-Man but finds that he escaped his bonds. Spider-Man reveals that while he was not looking, he got out of his bonds. Doctor Octopus then has Octobots try and capture Spider-Man but Spider-Man destroys them. Spider-Man tells him that he has got to get better help and jokingly asks if the robots are paid or if they get class credit. Another Octobot attacks him but he webs up its vision which has it crashing into Doctor Octopus and popping the green bubble in the process. Spider-Man tells him that he defeated him once again but then senses something and believes it to be Doctor Octopus planning something but gets shocked and finds that it is Norman in armor. While Norman reveals that *he* was the mastermind behind all the attacks on Spider-Man and trying to create an army to build, Doctor Octopus is put into an octopus robot. Before Norman can unmask Spider-Man; Doctor Octopus injects Norman with the new green serum. Norman asks what he did and Doctor Octopus reveals that he gave Norman what he wanted and to consider the serum as his resignation while having Spider-Man captured again. Norman asks why he is doing this to him after all he has done for him. Doctor Octopus angrily accuses him of treating him like a slave, destroying his lab with him in it and accuses him of turning him into what he is and giving him pain which makes Spider-Man agree with him. While Norman is suffering from the effects of the serum, Doctor Octopus tells him that it is no use fighting it. Norman tries to attack him but fails and berates Doctor Octopus for betraying him. He taunts Norman about being an arrogant buffoon and tauntingly asks him if he cracked the formula, would he think that he would use it on himself. He reveals that he injected Norman with a fusion of Spider-Man and Venom's DNA, he also tells him that if his calculations are correct, it should produce an interesting result but only this time: one that he controls. Spider-Man tries to escape again but Doctor Octopus stops him yet again. Doctor Octopus then asks Norman if he wants to know the most delicious part and calls him a pompous half-wit. He reveals that after all his schemes of catching Spider-Man and stealing his DNA, he never realized that he belonged to him all along, he reveals that his powers are a product of Oscorp technology; he just needs to figure out how it happened and reveals that Spider-Man is his greatest accomplishment. Doctor Octopus then proceeds to place an electric collar on Norman and shocks him to make the effects of the serum change him. He tauntingly tells him that as an art form, revenge is nothing if not beautiful and then proceeds to find out what makes Spider-Man tick. He tells Spider-Man that he doesn't need him alive for that and believes that dissecting him is desirable. Before he can saw him, White Tiger, Iron Fist, Power Man and Nova arrive having followed a miniature Octobot to his lab which makes Doctor Octopus angry that he has to face them. He attacks the team by throwing screens at them but Power Man and Iron Fist destroy them. White Tiger attacks him but misses him when he jumps on the other side of Norman. They are interrupted by Norman's groaning and watch as he begins to transform which pleases Doctor Octopus. When Spider-Man tells them to get Norman, Doctor Octopus stops them by throwing a fire extinguisher which sets the whole place on fire. They then find that Norman has been turned into a green goblin creature. Doctor Octopus tells him that he has given him new life, that he has removed every imperfection and weakness and that he had turned him into the true version of himself: a monster, a grotesque, a goblin and claims that he is now his goblin. The green goblin creature then attacks Doctor Octopus but he shocks it and asks him if it is the way to treat his doctor and tells him that he wouldn't have given him power without a proper way of controlling it. The green goblin creature then pulls the electric collar off which also shocks the controller on Doctor Octopus's octopus robot, shocking him down in the process. Doctor Octopus then realizes that he made him better than he suspected and that he has to make a few adjustments. He tries to make the green goblin creature see that he belongs to him but the green goblin creature pummels him while using him to knock Spider-Man and his team down and leaves Doctor Octopus for dead when he sees that the teens have left.

#### The Rise of the Goblin

Doctor Octopus is only mentioned when Spider-Man tries to tell Harry that his father has been turned into a goblin by Doctor Octopus. The green goblin creature is revealed to have gained his intelligence back but has now become really evil, not wanting to be cured and now goes by the name of "**Green Goblin**".

### Season 2

#### The Lizard

Doctor Octopus was revealed to be alive and has returned to his normal appearance but still has his new goggles. He came to a lab that he abandoned before leaving it and Spider-Man, White Tiger, Iron Fist, Power Man, and Nova came to investigate. White Tiger attacked Doctor Octopus but he knocked her down, Power Man and Iron Fist then attacked him but he knocked them down. Nova lit up the room which revealed to Spider-Man that he was alive. Doctor Octopus tells him that the reports of his demise were greatly exaggerated and tried to hit Spider-Man but knocks Nova down. Spider-Man uses his night vision to find that Doctor Octopus was after a suitcase. Before Spider-Man can swing at him, Doctor Octopus breaks the web and pins him down while telling him that he and the others shouldn't have followed him. Spider-Man tells him that he didn't but he is glad that he found him. He uses a web to grab the suitcase and hits Doctor Octopus with it. Before Spider-Man could get away, Doctor Octopus catches him and pins him down again. After finding that Spider-Man was out of web fluid, he is about to finish him off but is shot by Nick Fury, Phil Coulson, and S.H.I.E.L.D. Agents. He is angry that they have arrived and flees. Later, the next day, Spider-Man returns to the lab to have his web-shooter fixed, Dr. Curt Connors shows him what Doctor Octopus was after. In the suitcase, there are viles of serums of four different kinds of animals like lizard serum, rhino serum, vulture serum, and scorpion serum. Dr. Connors reveals that Doctor Octopus was inspired by Spider-Man in trying to create a group of people powered by specific DNA sequences. When they get attacked by Octobots, Dr. Connors injects himself with the serum which grows an arm and helps Spider-Man defeat the Octobots. When more Octobots appear, Dr. Connors injects himself again and after defeating the Octobots, he turns into a lizard monster which earns his name "**The Lizard**". The Lizard tells Spider-Man that if Doctor Octopus is the only one who can perfect his change then he must find him. Spider-Man follows Lizard to the sewers to an underground lab. He hears Doctor Octopus and Lizard speaking about the serum. Doctor Octopus asks him if he wants to say "you're welcome". He tells Lizard that he took a formula that wasn't even his and that he deserved what he got. Lizard tells him to not mock him and tells him to perfect the formula so that it can help millions. Doctor Octopus laughs at the idea which makes Lizard angry. Doctor Octopus asks him if he can hear himself and tells him that he had taken the mind of a genius and turned it into a pee-brain. Lizard argues that he's as smart as he ever was, but finds himself struggling to speak clearly. Doctor Octopus tells him that he knows how to fix him but likes what he has done to his skin and calls him a monster. Lizard tells him that if he wants a monster then he will show him a monster and attacks him. Spider-Man distracts Lizard by webbing up his mouth and before Spider-Man can kick him, Doctor Octopus grabs him. He teasingly uses Spider-Man as a shield but Lizard uses his tail to grab Spider-Man and hit Doctor Octopus. When Spider-Man tries to call Dr. Connors from inside, Lizard tells him to stay out of his way and throws him at Doctor Octopus. Spider-Man tells him that they've got to stop meeting like this and Doctor Octopus tells him that it is no time for his pure isle attempts at humor. Spider-Man tells him that he will find out what it means and watches as Doctor Octopus uses his tentacle to electrify Lizard. He stops Doctor Octopus and uses his web to web up Lizard's face and make a wall of web. Spider-Man reminds Doctor Octopus that he can fix him but Doctor Octopus only answers that there is no "*him*" to fix and that its 100% reptile now. Spider-Man argues that he is not an "*it*" and tells him that his serum is making him irrational and that it could happen to anyone. Lizard breaks the wall of web and knocks Spider-Man down. He then turns his attention to Doctor Octopus and attacks him. Doctor Octopus uses his tentacles but Lizard bites one of them off. Spider-Man stops him before he can kill Doctor Octopus. He tells Lizard that he is not giving up on him, that he knows that he is still Dr. Connors, that Doctor Octopus knows how to get him out but he has to let him help him. Lizard bites at him but grabs him with his tail. Spider-Man uses his taser webs to blind Lizard into letting him go. Spider-Man then uses his webs to kick Lizard into the exit of the sewers. Doctor Octopus tells him that neither of them will escape alive unless they team up which makes Spider-Man annoyed. Lizard attacks them both but Spider-Man webs up his face. Doctor Octopus tells Spider-Man to follow him and that he has a plan which Spider-Man does. Doctor Octopus opens up a safe and both he and Spider-Man knock Lizard into the safe to close it. Spider-Man asks him if the title "*doctor*" is slightly reserved in his case which makes Doctor Octopus ask him angrily about the plan working and Spider-Man answers that he would make a solid dog catcher. They turn to see that Lizard is attacking the safe door which makes Spider-Man ask him about what he put in that serum. Lizard breaks the safe door open and Spider-Man asks Doctor Octopus if there is a Plan B. Doctor Octopus asks Spider-Man if he has ever heard of the term, sacrificial lamb. He electrocutes Spider-Man and throws him at Lizard. Spider-Man sees Doctor Octopus leaving and demands that he should come back and tell him the cure. Doctor Octopus suggests that he should steal it from his lab like Lizard stole his serum and escapes. Spider-Man is able to cure Dr. Connors but doesn't realise that there is still Lizard serum in him.

#### The Rhino

Doctor Octopus makes a cameo in Spider-Man's imagination of being a suspect of Spider-Man's investigation of the Rhino.

#### The Sinister Six

 File:156.jpg.png
Doctor Octopus abducts Dr. Connors and takes him to his old underwater lab in the Hudson River. Dr. Connors contacts him but the signal jams his word into making Spider-Man think that he should come alone. When Spider-Man arrives, he finds Dr. Connors strapped to a table. Dr. Connors tells him to get out but Spider-Man tries to help him but is knocked down by a force field around Dr. Connors. Doctor Octopus appears and Spider-Man asks him if they can fight outside. Doctor Octopus tells him that he'd like to but he wants him to be introduced to his new associates: Rhino, Electro, Kraven the Hunter, and Beetle. Doctor Octopus introduces them as "**The Sinister Six**" but Spider-Man tells him that he sees only five. Doctor Octopus then uses a control to shock Dr. Connors back into Lizard and tauntingly tells Spider-Man to count again. Doctor Octopus orders the five to capture Spider-Man and they are able to take him down. Spider-Man asks if they're ready to give up yet but Doctor Octopus tells him that he clawed his provoto even if he has crushed his intelligence into not bringing his team. Spider-Man believes that they'll be here but Doctor Octopus tells him that he doubts it. He reveals that he is blocking signals and offers advice about being a team leader: Always have your team in attendance. Spider-Man asks if he has a pencil so that he can scribble it down which makes Electro laugh but stops when Doctor Octopus is angrily looking at him. He then orders Lizard to remove his mask and reveal who Spider-Man is. Lizard is about to but Spider-Man escapes the room and the Sinister Six chase him. Lizard tells them to follow him because he can smell him. When they stop, they find that there are many tunnels. Electro asks which way and Rhino reminds him of more rhino serum that he promised him but Doctor Octopus assures him that he will get it in due time but first, they must achieve his goal. Spider-Man shouts out that he is out to play which makes the team confused on which tunnel he is in. Doctor Octopus reminds Kraven that he has superior tracking skills and asks which way but Kraven tells him that he can't tell because it's an echo chamber and tells him to ask Lizard but he tells him that his smell is everywhere. Spider-Man then makes a joke about them screwing a light bulb into Electro which makes Electro ask if they want to see it work but they all glare at him angrily. Doctor Octopus demands that they should stop chattering and tells them that one of the tunnels connect eventually. He tells them that if they each take one then Spider-Man cannot possibly escape and tells them to move. They all separate into the tunnels. When Lizard finds Spider-Man, he is webbed up and Spider-Man is able to talk to him into turning back into Dr. Connors. Doctor Octopus appears and tells Spider-Man that he is in charge of Dr. Connors. He shocks Dr. Connors back into Lizard and he knocks Spider-Man out. Kraven, Electro and Rhino are very impressed and are about to finish him off when Doctor Octopus reminds them that the only prize will be his unmasking and that's what he wants now: revenge and his ultimate secret revealed. Kraven tells him that Lizard deserves to unmask him and before Lizard can do it, he stops. Doctor Octopus angrily tells him to do it and shocks him again. Doctor Octopus tells him that he doesn't care and that he was given a command but Lizard tells him that Spider-Man is his friend. Doctor Octopus angrily reveals that he constructed the shock collar himself and tells Lizard that he is under his control. This causes Lizard to start a fight among them but Doctor Octopus gets them to stop fighting each other. They find that Spider-Man has recovered and reminds and asks them if they are stupid enough to remember him. Rhino charges at him but misses and causes a huge leak of water to enter. The Sinister Six are able to escape from drowning and are angry about an underwater lab. Doctor Octopus tells them that Spider-Man is still out in the open and they chase him. During the chase, Spider-Man uses a Daily Bugle helicopter and camera to contact his team. They arrive at the Statue of Liberty with Spider-Man trapped. Doctor Octopus taunts Spider-Man about getting away that easily which makes Spider-Man believe him. The five Sinister Six members attack him but he manages to evade them. He tries to talk to Lizard about being Dr. Connors but Doctor Octopus shocks him again. Spider-Man shoots web at him but misses and shocks Lizard into attacking him. Doctor Octopus attacks but Spider-Man kicks him and uses Lizard to hit him and the others before the tail comes off. The Sinister Six attack him again and Electro shocks him down. Before they can destroy him, Nova shoots them and saves Spider-Man. White Tiger, Iron Fist and Power Man also appear revealing that they got Spider-Man's message and attack the Sinister Six. Before Spider-Man can tell his team what to do, Doctor Octopus orders the other five members of the Sinister Six to destroy them. Doctor Octopus watches the battle and taunts Spider-Man about leading his team to their doom. Spider-Man tells him that it is his fault and knocks Lizard down. He tries to get his team to do something but fails which makes Doctor Octopus tell him that if he was a true leader like him then it would've been all too obvious. Spider-Man then has an idea and tells his teammates to switch opponents. They each switch an opponent which has White Tiger battle Electro, Nova battles Rhino, Iron Fist battles Beetle, Power Man battles Kraven and Spider-Man webs up Lizard. Doctor Octopus claims that it makes no difference and orders his team to destroy whoever was near them and attacks Spider-Man. Spider-Man's plan works which has the other four defeated. Doctor Octopus attacks him and Spider-Man tells him that it must be all the things he told them that inspired them to greatness. He also tells Doctor Octopus that if he can't control his temper then he shouldn't expect to control Lizard forever. Doctor Octopus tries to shock Lizard again but Lizard doesn't respond and attacks him. The distraction gives Spider-Man the opportunity to destroy the control which frees Lizard to break the collar off himself. Doctor Octopus is the last to be defeated by Spider-Man who pulls his tentacles out and is taken prisoner along with the other four members by S.H.I.E.L.D. but Lizard escapes.

#### Venom Bomb

A while later, when Spider-Man and his team apprehend Green Goblin, S.H.I.E.L.D. decides to take him to their lunar base on the moon. Spider-Man decides that if they're not going to help then he will ask someone else. He visits Doctor Octopus in his cell and tells him that he needs his help. Doctor Octopus asks why he needs his help and Spider-Man tells him that nobody knows about Norman's goblin problem than him and reminds him that he did turn Norman into Green Goblin. Doctor Octopus admits that it is true and admits that he is the only person with a mental capacity to grasp the true nature of his goblin problem. Spider-Man tells him that if he's going to be supervillain cryptic then he will just ask Green Goblin himself. This makes Doctor Octopus panic by calling everyone aboard the Tricarrier insane and that he needs his arms. Unknown to everyone, Green Goblin has set Venom loose and it starts bonding with everyone. The Tricarrier sets to the Space Carrier sequence which makes Spider-Man and Doctor Octopus alerted by what's happening. Spider-Man tells him that he'll be back and Doctor Octopus begs him to not leave him. After Venom breaks Green Goblin out of his cell, they head for Doctor Octopus's cell. He panics and yells at the Green Goblin to get away from him and calls him a "diseased maniac". Green Goblin asks if that's his professional opinion and grabs him from his holder. He tells him that he will finally pay for what he has done to him and tells him that he can run but he can't hide. He throws Doctor Octopus against the wall and tells him that he will have revenge on everyone who has wronged him and that includes Doctor Octopus. Before Green Goblin can destroy him, Spider-Man in the Iron Spider armor arrives and knocks him away. Everyone hears that the Space Carrier is going to self-destruct which annoys Spider-Man about how much worse it can get. He grabs Doctor Octopus and he flies to the lab. Doctor Octopus begs that he needs his arms and Spider-Man tells him that he's working on it but Doctor Octopus has to do something for him. Doctor Octopus agrees to do anything and Spider-Man reveals that he needs his help to create a Venom antidote and that Doctor Octopus has been elected. Doctor Octopus reveals that he can easily produce his own formula which Spider-Man agrees. They arrive at the lab; Doctor Octopus sees his arms and becomes pleased. Spider-Man warns him that if he does anything evil, he will send him back to the Green Goblin. He shoots the glass container and the tentacles return to Doctor Octopus. Spider-Man reminds him that they must get to work. Doctor Octopus heads to a lab computer, he tells Spider-Man that it is very difficult to duplicate work and reminds Spider-Man that he is the only person alive that can perform the procedure. He begins to make the antidote with Spider-Man helping him by giving him what he needs. Doctor Octopus tells him that he is surprised by his ability and that he is quite adequate for an assistant. Spider-Man tells him that he has produced his own anti-venom formula before but Doctor Octopus tells him that it was a valiant effort and reveals that this antidote is different, Green Goblin and that true brilliance is what is needed. Green Goblin bursts into the lab and is revealed to have bonded with the Venom symbiote. Doctor Octopus tells him to destroy Spider-Man first which makes Spider-Man surprised. Goblin-Venom tells them to look at what he has become which makes Spider-Man comment that he liked him better when he was Norman. Doctor Octopus tells him to keep Goblin-Venom occupied while he finishes the antidote which makes Spider-Man complain about having to delay the supervillain. While Spider-Man fights with Goblin-Venom, Doctor Octopus continues to create the formula. He yells that he is trying to work which makes Spider-Man tell him that he is not on recess. He leads Goblin-Venom out the lab to give Doctor Octopus time to finish the antidote. Spider-Man makes contact with him and asks if he is close but Doctor Octopus tells him that genius cannot be rushed. They are interrupted by the S.H.I.E.L.D. computer which tells them that the Space Carrier is about to self-destruct in five minutes. While Spider-Man is fighting Goblin-Venom, he makes contact with Doctor Octopus again and tells him that he is running out of running room. Doctor Octopus tells him that he is almost finished and that he needs one more thing. Spider-Man argues that he should synthesize it and Doctor Octopus argues that he knows. He finishes the antidote, makes contact with Spider-Man that he is done and asks where he is. Spider-Man and Goblin-Venom burst in while fighting. Spider-Man tells Doctor Octopus to release the antidote before getting crushed by Goblin-Venom. Goblin-Venom turns his attention to Doctor Octopus and demands that he should give him the antidote but Doctor Octopus refuses. Spider-Man grabs the antidote and throws it on the ground which releases the cure. The cure releases every one of the Venom symbiote but it also turns Green Goblin back into Norman Osborn. Spider-Man is happy but Doctor Octopus tells him to remember that he got what he wanted and tells him about the consequences of separating Venom from its hosts in which he doesn't want to be around for them. Spider-Man tells him that they’ve still got the ship to save but Doctor Octopus heads for the escape pods and tells Spider-Man that whether everyone is cured or not, they can burn when the Space Carrier explodes. He bids Spider-Man farewell and escapes into an escape pod back to earth. Spider-Man is able to destroy the Venom symbiote forever; Director Fury stops the self-destruction and Norman is taken to the hospital to recover.

#### Second Chance Hero

Later, Doctor Octopus began to create Spider-Soldiers in which Norman wanted for so long. He sent an Octobot to find Norman in which it discovered that Norman who is now in armor that resembles Iron Man's suit, has Captain America's colors and now calls himself "**Iron Patriot**". It watched as Iron Patriot and Spider-Man fought the Frightful Four and left. Doctor Octopus then sent the Octobot with a hologram of himself and the Spider-Soldiers to Oscorp where he met Spider-Man and Iron Patriot on the roof. He tells Spider-Man that he will be the first to make amends to Norman and the duet with their lives. The Spider-Soldiers attacked and the two fought them before discovering that they can reform back. They almost succeeded in destroying Norman in the Iron Patriot suit but Spider-Man saves him and takes him to the lab to replace the battery charger for his suit. The Spider-Soldiers and the Octobot with the hologram of Doctor Octopus appear again in the lab. Doctor Octopus reveals that his Spider-Soldiers are an amalgam of Venom like-drones combined with Norman's armor technology and comments that they're "*best of both worlds*". Spider-Man tells him that he knew that and complains that he never gets credit. Doctor Octopus tells Norman that he gave him what he dreamed of which makes Spider-Man wonder what he's talking about. Doctor Octopus reveals that the Spider-Soldiers are Norman's brain charm and that he simply realized his vision. Doctor Octopus joyfully watched as Spider-Man angrily demanded that Iron Patriot should explain and Norman reveals that what Doctor Octopus says is true about what he dreamed of creating a Spider-Soldier army but it also looked like Dr. Octavius completed the work and before he can explain anymore, Spider-Man webs him up and yells at him for trusting him. Iron Patriot tries to explain that ever since his conversion, he had been trying to stop Dr. Octavius but Spider-Man asks why he should believe him and Norman tells him that if he doesn't then who will. Harry Osborn then appears and finds Spider-Man, the Spider-Soldiers, the Octobot with the hologram of Doctor Octopus and his father in the Iron Patriot suit. Harry then accuses Spider-Man of attacking his father and thinks that the Spider-Soldiers belong to him and Spider-Man tries to tell him that they are not with him. Harry angrily asks why he should trust him and claims that he can put two and two together. Harry tells Spider-Man that he hated him and demands that he should leave him and his father alone. Doctor Octopus finds everything amusing and before Spider-Man can tell him that he has got everything wrong, Doctor Octopus demands that they should stop paddling and tells the Spider-Soldiers to destroy them. While Spider-Man takes Harry to the elevator and battles one of the Spider-Soldiers in the process, Iron Patriot battles the rest and uses his battery charger to destroy them for good and blasts the Octobot out the building in the process. Spider-Man is able to get Harry to trust him and forgives Norman for everything.

#### Return of the Sinister Six

Doctor Octopus steals Norman's technology and armors up Lizard. After Spider-Man and Iron Patriot discover this and also discover a cure from Lizard, they reveal it to Director Fury and the others. They then get a report that Rykers Island is under attack which has Spider-Man, White Tiger, Iron Fist, Power Man, Nova and Iron Patriot heading there. While Iron Patriot and the others fight criminals, Spider-Man is attacked by Doctor Octopus, Lizard, Rhino, Electro, Kraven and Scorpion who have armored themselves and have returned as the Sinister Six. Doctor Octopus is pleased that Spider-Man is there and that he freed his allies. Spider-Man comments that he should pick another common enemy. Doctor Octopus reveals that they were just going to tear New York City apart looking for him and that he's glad about him coming to them. Spider-Man comments that he missed them and that it's been a while since he defeated them. Doctor Octopus challenges him to try and defeat the "**new and improved technologically advanced Sinister Six"**. Spider-Man tells him that it's quite the boy band he brought together and tells him that he should skip to the break-up and save everyone the torture especially him. Rhino and Kraven attack Spider-Man but dodges them both and discovers that these villains are tough but six at one time. Electro and Scorpion attack him but he dodges them again. Doctor Octopus tells him to not forget about Lizard and that he wants to play too. He then shocks the Lizard into attacking Spider-Man who tries to contact his friends and tries to talk to Dr. Connors from the inside but Lizard attacks him but Spider-Man dodges again. Spider-Man climbs the building and Doctor Octopus tells him that Lizard will help him and the other four defeat him and his team. Electro blasts Spider-Man off the roof, Kraven stops him from escaping, Scorpion attacks him which makes the Lizard tackle him down. Spider-Man tries talking to Lizard but Lizard shocks him and hits him. Rhino throws him in the air, Electro blasts him before he can web-swing away and Doctor Octopus catches him and knocks him into the ground. He keeps hold of Spider-Man and tells Scorpion to destroy Spider-Man but Scorpion is blasted by Iron Patriot. The other five are also hit with Doctor Octopus and Lizard getting hit by Iron Patriot's missiles. Spider-Man is glad that they've come but Iron Patriot takes over the leadership and tells each of them to go for each member of the Sinister Six while he deals with Doctor Octopus. Doctor Octopus attacks Iron Patriot but gets blasted by him before he tells Spider-Man to go after Lizard which Spider-Man does. When Electro suggests the switching opponents tactic, Doctor Octopus grabs White Tiger and throws her down but Power Man catches her. The team argues with Iron Patriot that his orders and plan aren't working anymore before he goes after Doctor Octopus. Doctor Octopus tells him that he was more intimidating as a villain but as a hero, he isn't. Iron Patriot tells him that he is not intimidating to him and calls him a tentacled troll with an inferiority complex and claims that he will bring him to justice. Doctor Octopus is amused by this and claims that he is trying to play the hero while Iron Patriot angrily claims that he isn't. Doctor Octopus then decides that he is a fool in which he has no means to deal with the likes of him. Iron Patriot fires at him but Doctor Octopus dodges them all which makes the missiles almost hit White Tiger and Power Man. After Spider-Man reappears with the Lizard on top of him, the other four members of the Sinister Six defeat Spider-Man's team. Doctor Octopus tells his allies that they should give Iron Patriot a proper sinister salutation. Iron Patriot angrily tells them that they will pay for their insolence but Doctor Octopus tells him that it was never a question if they'd win but a question of how easily. Rhino, Kraven, and Electro defeat Iron Patriot and Scorpion holds him down. Iron Patriot tells Doctor Octopus to finish him off but Doctor Octopus tauntingly asks him about wanting to be a hero and that he wants to suffer a hero's defeat. He removes Norman's helmet and takes out a needle with serum in it. Spider-Man asks what they are and Doctor Octopus reveals that he doesn't want Norman to be a hero and he prefers Norman as the Green Goblin whom he claims as the monster he really was. Spider-Man kicks Lizard off him but Doctor Octopus grabs him and decides to see what the goblin formula does to him. Spider-Man webs up his face and Doctor Octopus throws him back to Lizard. Doctor Octopus shocks Lizard again and tells him to end Spider-Man. Spider-Man and Lizard fight and before Doctor Octopus can inject Norman, Spider-Man grabs him and pulls him down. Spider-Man defeats Lizard and cures him back to Dr. Connors. Doctor Octopus takes the advantage and injects Norman with the goblin serum. Doctor Octopus claims that Spider-Man may have saved Dr. Connors but the fight is far from over. Spider-Man yells at him about the serum being goblin serum and asks if he realizes what he has done. While watching Norman turn back into his evil ego, Doctor Octopus answers that he won before telling the other four to attack Spider-Man. Doctor Octopus tells Kraven to get Dr. Connors but Spider-Man prevents the group from taking him away again. Doctor Octopus tells Norman that the Green Goblin is his true form and knocks him down while telling him that he will be destroyed by his Sinister Six. Green Goblin tells him that it is *him* that will be destroyed and attacks him. Doctor Octopus tells the others to help him but he gets pummeled by Green Goblin. After Green Goblin helps Spider-Man defeat the rest of the Sinister Six, he returns to Doctor Octopus. He tells Doctor Octopus that he had it all wrong and that he had always been his master and defeats Doctor Octopus by ripping off his tentacle while also discovering that there is more goblin formula in the tentacle. Doctor Octopus is then taken to prison again.

### Season 3: Web-Warriors

#### The Avenging Spider-Man: Part 1

Doctor Octopus has escaped from prison and is battling Spider-Man and his team in an underwater octopus diving suit at the New York Bridge. Spider-Man knocks him off the top. After Spider-Man gives each of his teammate's orders of how to take him down, Doctor Octopus angrily tells Spider-Man that he and his team have opposed him for the last time. Spider-Man tells them to each take a tentacle and shows him some love. Doctor Octopus tries to attack each of them but his tentacles are destroyed and he is knocked down. Before he can say that it is not over, he is webbed up by Spider-Man and taken out of his suit before getting taken back to S.H.I.E.L.D. On board the S.H.I.E.L.D. Tricarrier, Loki disguised as a S.H.I.E.L.D. agent visits Doctor Octopus in his cell and uses a hologram screen to show Spider-Man along with the Avengers battling Fin Fang Foom before telling him that Spider-Man has become one of the biggest threats. Doctor Octopus tells him that there are rules about bothering prisoners and tells him to get out. Loki reveals his true form and tells him that rules are for lesser creatures and not for him. Doctor Octopus asks what Loki would want with him before Loki reveals that he wants to humiliate his brother, Thor, destroy the Avengers, seize control of the Nine Realms and also has a score to settle with Spider-Man. Doctor Octopus asks what Spider-Man is to him and Loki reveals that he was trying to squash him for quite some time. Loki releases Doctor Octopus from his cell and decides to take him somewhere else where they can talk in private. He uses a portal to take Doctor Octopus and himself to the old lab below the Hudson River. He then gives Doctor Octopus Asgardian armor which was used to create the Destroyer and reveals to him that Thor has no defense against it. Doctor Octopus is fascinated with it and asks him what his role is in Loki's plan. Loki reveals that he doesn't want to attract Thor's attention too soon, so he needs science and not sorcery for the attack on Midgard. He tells Doctor Octopus that he is impressed with his creation of Venom before Doctor Octopus tells him that it is destroyed. Loki reminds him that he created Venom from Spider-Man's DNA once and that he can do it again. Loki reveals that he needs the symbiote to bond with the most dangerous monsters in the Nine Realms to control them. Doctor Octopus tells him that with that much Venom, he can destroy the world before Loki tells him that he will leave enough of the symbiote for him to rule but that is if he helps him. Doctor Octopus agrees to help him and tells him that he needs a sample of Spider-Man's blood before Loki leaves to do it. After Loki switches bodies with Spider-Man, he returns to the lab. Doctor Octopus at first mistakes him for the real Spider-Man and attacks him but Loki uses his magic to stop him before revealing himself. Doctor Octopus is fascinated with Loki having switched bodies with Spider-Man and believes that it is brilliant. Loki reveals that he has been trying to destroy Spider-Man from his past humiliations and also plans to make New York believe that Spider-Man is to blame for the future invasion. Doctor Octopus becomes happy that with Loki in Spider-Man's body, they can finally see what he looks like from underneath the mask. Loki agrees and is about to take off the mask. Doctor Octopus reveals that there is nothing more than what he wanted to see his real face. Loki stops and reveals that he will only see the face after they destroy the Avengers. Doctor Octopus asks why before Loki tells him that it so that he can ensure his obedience and that loyalty requires sacrifices which makes Doctor Octopus angry. He then takes a blood sample from Spider-Man's body before revealing that loyalty also requires science and that they can't recreate Venom without Spider-Man's blood. Loki angrily tells him that it hurts before Doctor Octopus tells him to be calm and tells him that he is not the only one who has to adjust to life in a new body before proceeding to recreate Venom. After Loki releases Venom onto the monsters of the Nine Realms, he sets them loose into New York. After a fight with Spider-Man and switching their bodies back, he fools the Avengers into thinking that Spider-Man is Loki and that he himself is Spider-Man.

#### The Avenging Spider-Man: Part 2

After Spider-Man and his team manage to get the Avengers to see that Loki is back in his own body, they head to Doctor Octopus's lab while the Avengers continue to battle the symbiote army. Doctor Octopus ambushes them and battles them. The team is unable to hurt him because of the Asgardian armor. After Nova destroys the Venom symbiote, Doctor Octopus angrily attacks them. He removes Spider-Man, White Tiger, Iron Fist and Power Man's helmets and destroys the roof in an effort to drown them while he escapes to the surface. Spider-Man and his team are able to escape which makes Doctor Octopus very angry. He attacks them and chases them on the bridge. Thor appears before him and demands that he surrenders. Doctor Octopus knocks him down and continues going through New York. Loki appears and compliments about him having knocked Thor down before Doctor Octopus reminds him that it was *him* that made it possible. After Loki sees that his army is being defeated, he angrily orders Doctor Octopus to attack them. Iron Man appears to him and tries to get him to realize that Loki will betray him because his job is being the Prince of Lies. Doctor Octopus refuses to listen and attacks him. Iron Man fires missiles at him twice before Doctor Octopus grabs him and knocks him into two towers before knocking him into Hulk. Spider-Man tells him to pick on someone his own size which makes Doctor Octopus turn his attention on him. Spider-Man asks him if Loki thinks it's okay before Doctor Octopus angrily tells him that he doesn't need Loki's permission to squash a pest like him. He attacks Spider-Man but he keeps dodging his attacks. Spider-Man tells him that he is being the henchman like when he was Norman Osborn's henchman but Doctor Octopus angrily tells him that he is Loki's equal and that he promised him that he would rule New York after they destroy every hero. Spider-Man asks him if Loki really wanted to rule alongside him and that it's hysterical. When Loki starts having trouble fighting against the Avengers and Spider-Man's team, he orders Doctor Octopus to assist him. Spider-Man tells him that it's his queue to listen to Loki. Doctor Octopus tells him that Loki can wait and continues attacking Spider-Man. Loki angrily tells Doctor Octopus that he owns him and that he must obey him. Doctor Octopus finally realizes the truth about Loki's betrayal and angrily tells Loki that he is not his servant before knocking him into a wall. Loki tells him that his armor was used for destroying Thor and not him. Doctor Octopus tells him that he has no more use for a weakened ally. He picks Loki up and decides to end their partnership which makes Loki remove the armor off of Doctor Octopus, turning him back to his normal crippled self. Doctor Octopus falls but Spider-Man saves him and puts him on the ground. After Loki is defeated and has entered the portal to where every monster from the Nine Realms is, Doctor Octopus is taken back to the S.H.I.E.L.D. Tricarrier.

#### The Vulture

Later, Spider-Man is investigating a new villain which everyone calls "**The Vulture**" who has no memory of his name, home, and family. Spider-Man discovers that Vulture is one of Doctor Octopus's experiments and that he believes that Doctor Octopus holds the key to who is. Spider-Man secretly takes Vulture onto the S.H.I.E.L.D. Tricarrier and takes him to Doctor Octopus's cell. Doctor Octopus is pleased to see them both but Spider-Man orders that he tells everything to Vulture about his past. Doctor Octopus at first has no idea what he is talking about before Vulture asks him to give him back his memories to free him from being a vulture mutant. Doctor Octopus agrees to tell him but on one condition: his freedom. Spider-Man tells Vulture not to listen to him and that he can't fall for it. Vulture agrees with him before Doctor Octopus tells him that he struck a bargain with him years ago. He reveals that he had to wipe out every memory to make room for new programming. Spider-Man is surprised and Doctor Octopus taunts him about wanting him to finds his hidden lab with Vulture in it. He also tells him that he can trigger him into a remote-controlled destroyer with simple two words and yells: Carrion Feeder. Spider-Man at first thinks that it is a joke before he sees Vulture turning back into his vulture mutant form which makes him now realize what the two words are. Vulture attacks Spider-Man but he is shocked and webbed up but Doctor Octopus repeats the code word again which makes Vulture knock Spider-Man away. Doctor Octopus then orders Vulture to free him which Vulture does. Spider-Man tries to intervene but Vulture uses his sonic screech to knock him away. Vulture frees him from his holder and escapes with Doctor Octopus back to the lab. Spider-Man follows them and is attacked by both of them. Doctor Octopus taunts him that Vulture is not a person but a DNA project and a living weapon and carries on attacking him. After Spider-Man battles Vulture in the air, he is pinned down by Vulture. Doctor Octopus orders Vulture to finish him off but Spider-Man reminds Vulture who his true enemy is. Vulture then attacks Doctor Octopus, demanding that he gives his memories back and rips off three of his tentacles. Doctor Octopus out of fear reveals that his files are on his computer. After turning it on, the files are revealed to be gone (Taskmaster having taken them earlier). Vulture decides to kill Doctor Octopus but Spider-Man persuades him to spare him and to live on his own terms and not Doctor Octopus's. Doctor Octopus is then taken prisoner again. Meanwhile, Taskmaster finds Vulture and tells him his real name to be Adrian Toomes before persuading him to join him.

#### New Warriors

When Taskmaster and the Thunderbolts (consisting of Cloak, Dagger and Vulture) stage an attack on the S.H.I.E.L.D. Tricarrier, Spider-Man and the New Warriors accidentally release Green Goblin, Doctor Octopus, Beetle and Scorpion. Doctor Octopus attacks Spider-Man before Scorpion and Beetle but Spider-Man manages to dodge their attacks but Green Goblin is able to hit him. Ka-Zar is the next to attack but Doctor Octopus knocks him away. The New Warriors attack with Spider-Man battling Doctor Octopus but Beetle pushes him against a wall. Before Beetle can stab him, Spider-Man webs his face up before kicking him. Doctor Octopus resumes attacking him before Spider-Man webs his goggles up until Green Goblin attacks him. Doctor Octopus then battles Agent Venom, Ka-Zar and Zabu. At the same moment, Vulture sees him again but Taskmaster tells him to wait until he gets his chance at revenge. Iron Spider attacks him before Green Goblin grabs him and destroys the armor. While Green Goblin and the Thunderbolts leave to get the Siege Perilous, Spider-Man and the New Warriors battle Doctor Octopus, Beetle and Scorpion. Doctor Octopus resumes his fight with Spider-Man. He tells him that he would never have worked with Green Goblin again but he did promise Doctor Octopus to settle the score with Spider-Man. Spider-Man dodges him and jokes that he should settle the score with his dentist first and shoots web at him but Doctor Octopus blocks it. Doctor Octopus breaks a piece of wall and tries to crush Spider-Man but misses him. Spider-Man pulls him down and webs up his tentacles and hands. After the New Warriors flee, Doctor Octopus recovers and he, Beetle and Scorpion leave to the transport hanger. They take a S.H.I.E.L.D. jet and take off. Unknown to them, Taskmaster gives Vulture his chance to crash the jet. Vulture flies over to the jet, tells Doctor Octopus that Green Goblin needed a diversion that he still wants revenge on him, and to consider them even. Vulture then destroys the wing of the jet causing it to crash back onto the S.H.I.E.L.D. Tricarrier. Doctor Octopus, Beetle and Scorpion then head back inside. While Spider-Man goes after Green Goblin, Taskmaster and Vulture (Cloak and Dagger having defected to the New Warriors), the New Warriors face Doctor Octopus, Beetle and Scorpion again. They meet in the training room and Doctor Octopus taunts them about running away. Amadeus Cho releases three L.M.D.s who assume the shape of Spider-Man. While Scorpion and Beetle are defeated, Doctor Octopus destroy two L.M.D.s before Cloak appears behind him and before Doctor Octopus dodges his attack. Ka-Zar kicks him, Dagger throws her light daggers into his face and Agent Venom webs him up. Doctor Octopus angrily tells them that their just children, that they're nothing and that they're just another one of S.H.I.E.L.D.'s group of lackeys before Amadeus tells him that they are New Warriors before knocking him out. Doctor Octopus along with Beetle, Scorpion, and Taskmaster are taken back to their cells but Green Goblin and Vulture escape.

#### Ant-Man

At the S.H.I.E.L.D. Triskelion, Doctor Octopus has broken out of his cell and before he can leave, Spider-Man, Ant-Man, Spider-Man's Team, and the New Warriors confront him. Everyone sees Nick Fury arrive and Spider-Man jokes about how a joke breaks a dud, it would leave Director Fury to bounce him back into his cell. Doctor Octopus reveals that it was Director Fury who was kind enough to release him. Director Fury is then revealed to be wearing Green Goblin's gloves and is flying on his glider before he attacks them. While that is happening, Doctor Octopus leaves to escape but Spider-Man sees him and alerts the others. While Nova, Rhino, Dagger and Agent Venom go after Doctor Octopus, Spider-Man, Iron Fist, Iron Spider, Power Man, and Ant-Man knock Director Fury out and take him to the sick bay. They discover an octopus nanobot' controlling him before a hologram of Doctor Octopus appears taunting them about witnessing his latest achievement before Spider-Man tells him that considering how bad he is at everything, it's not saying much. Doctor Octopus taunts him about laughing and that his nanobots are going to tear Director Fury apart from the inside. He taunts that they either go after him or save Director Fury because they can't do both. While Spider-Man, Power Man and Ant-Man go into Director Fury's body to destroy the nanobot, Nova, Rhino, Dagger and Agent Venom are battling Doctor Octopus but he has the upper hand against them. In the body, it is revealed that Doctor Octopus has also built nanobot versions of Green Goblin, Beetle and Lizard to stop Spider-Man, Power Man and Ant-Man from destroying the nanobot on Director Fury's brain. A hologram screen of Doctor Octopus appears from it. He tells Spider-Man that he is quite resourceful and taunts him about leaving his brainbot undefended. More nanobots appear but Power Man and Ant-Man leave to battle them. Spider-Man destroys the hologram screen so that Doctor Octopus doesn't see what's going on. When Spider-Man is able to hack into the brain, Director Fury tells him that Doctor Octopus made him do two things: to release him from his cell and to build the Triskelion to malfunction which will result in an explosion. After Spider-Man is able to control Director Fury into stopping the explosion, Doctor Octopus believes that they may have saved Director Fury's body but they won't save his mind. Unknown to Doctor Octopus, they are able to stop the nanobots exploding and Doctor Octopus is finally defeated by Nova, Rhino, Dagger and Agent Venom and taken back to his cell.

#### Halloween Night at the Museum

Doctor Octopus is only mentioned when Spider-Man sees that Zuri Ross is wearing a costume similar to Doctor Octopus's suit.

#### Contest of Champions: Part 1

Doctor Octopus makes a cameo, being a pawn of The Collector and Grandmaster's game of the Contest of Champions. While the Collector controls the good side, Grandmaster controls the evil side. If the Collector wins then everyone will be released but if Grandmaster wins then the villains will be given dominion over the world.

#### Contest of Champions: Part 2

Doctor Octopus is chosen along with Absorbing Man and Zzzax in the "Last Team Standing" game. They go up against Spider-Man, Power Man, Black Widow and Skaar. While Zzzax and Absorbing Man fight the other three, Doctor Octopus fights Spider-Man. He grabs him but Skaar cuts at Doctor Octopus's tentacles to make him let go. Grandmaster then adds floods of water into the game which causes the two teams to scramble up a building to safety. Absorbing Man asks what they're supposed to do before Doctor Octopus tells him that it's obvious that they attack and if they win then the world will be theirs. While Zzzax battles Power Man and Skaar and Absorbing Man battles Spider-Man, he attacks Black Widow but she shoots stingers at him. Grandmaster then puts the people of New York including Aunt May above the rising water. Spider-Man, Power Man, Black Widow, and Skaar are forced to save them. Spider-Man shoots a web to get Aunt May but Doctor Octopus prevents him. He hits Spider-Man while taunting him about going anywhere. The two then continue to fight. Doctor Octopus then chases Spider-Man to prevent him from saving Aunt May. He taunts him about risking his life to save a stranger and believes it to be disgustingly noble but Spider-Man kicks him away. Doctor Octopus carries on attacking him but Spider-Man webs his face up. Spider-Man and Doctor Octopus are then surprised that the Collector has added sharks into the game. Spider-Man then kicks Doctor Octopus away. While Zzzax is defeated, Spider-Man tries to save Aunt May when she starts sinking before Doctor Octopus reappears again and grabs her first. He then climbs up the building with Spider-Man chasing him. Doctor Octopus tells him to keep his distance or he will hurt her. Aunt May then wakes up to see herself in Doctor Octopus's tentacles. She tells him to not talk to him and that he will let her go after he knocks him senseless. Doctor Octopus angrily tells her to stay out of it before telling Spider-Man to back away. He then uses his tentacles to threaten her before Spider-Man backs away. He then flirts with her by asking her if he doesn't look so bad before she answers about learning a move she learned in Asia and headbutts him into letting her go. Spider-Man is then able to save her. Grandmaster then sends meteors in a desperate attempt to win the game. While Black Widow and Absorbing Man fight, Doctor Octopus continues battling Spider-Man on a water tower before a meteor strikes it causing it to fall. Doctor Octopus has Spider-Man pinned down before Spider-Man tells him to let go or they will be killed by meteors. Doctor Octopus taunts him about if he cares and that he can't win. A block destroys the water tower causing them to land on the building. Spider-Man fools him into thinking that he is going to hit him before Spider-Man pulls another block to defeat Doctor Octopus, removing him from the game.

#### Contest of Champions: Part 3

Doctor Octopus appears in a flashback of Spider-Man's explanation of the Collector and Grandmaster's game.

#### Contest of Champions: Part 4

After Grandmaster wins the game, he then takes New York City up as a replacement for his destroyed ship. At the Avengers tower, Grandmaster summons Doctor Octopus, Titus, Skurge and Absorbing Man to have fun. Doctor Octopus tells him that not that the villains appreciate what he has done for them but he also promised them dominion over the Earth. Grandmaster tells him that he will release them when he's finished with them. He then decides to play his own game and summons Captain America and Hawkeye to battle the four. As the game begins, Hawkeye shoots an arrow to use sonic sound on Doctor Octopus and Titus but he is knocked down by one of Doctor Octopus's tentacles. The game is then interrupted by Spider-Man and the Collector's return. Doctor Octopus, Absorbing Man, Skurge and Grandmaster are surprised by his return. Spider-Man and the Collector challenge Grandmaster to a winner take all game. Grandmaster boastfully agrees but they must play it on two conditions: that the winner gets Spider-Man and that the Collector must be part of the game. The Collector at first unwillingly agrees but Spider-Man and Grandmaster persuade him to play. Grandmaster has Doctor Octopus, Absorbing Man and Skurge play against the two in the "Last Team Standing" game. While Absorbing Man battles the Collector, Skurge and Doctor Octopus battle Spider-Man. After the Collector defeats Absorbing Man, Doctor Octopus then attacks him. The Collector fires at him by missing a few shots but one hits Doctor Octopus back. Skurge attacks him but the Collector fires at him. Doctor Octopus uses his tentacles to grab him so that Skruge can hurt him but Spider-Man prevents it. Spider-Man tries to help him but he is attacked by Skurge. Doctor Octopus then takes the opportunity to knock the Collector into two buildings. Spider-Man defeats Skurge by tying his legs up before Doctor Octopus attacks him. Spider-Man fires web at him but Doctor Octopus blocks them. He taunts Spider-Man about doing the best he could do before Spider-Man swings and kicks him into a building. Absorbing Man attacks him and Doctor Octopus grabs and holds him. Absorbing Man has the advantage and knocks him down. Doctor Octopus pins him down so that Absorbing Man can finish him off but Aunt May intervenes. After seeing Absorbing Man and Skurge threatening to harm her, Spider-Man uses his electric webs to make Doctor Octopus let go of him. Spider-Man is then able to save her. With encouragement from Spider-Man, the Collector helps him defeat Doctor Octopus, Absorbing Man and Skurge. While the Collector battles Absorbing Man and Skurge, Spider-Man leaves to free every hero. After freeing She-Hulk, she saves him from being knocked down by Doctor Octopus who has followed Spider-Man. While She-Hulk saves herself, Spider-Man and Doctor Octopus battle one another. Doctor Octopus pins him down and asks if he agrees that they have unfinished business. Spider-Man tells him that he is wrong and that they are before kicking him away. Doctor Octopus manages to grab the building to save himself from falling. Before he can climb up to continue battling Spider-Man, She-Hulk prevents him. She defeats him by knocking him into a building before throwing him into another. While She-Hulk works to free the other heroes, Spider-Man returns to help the Collector. Doctor Octopus also returns to help Absorbing Man and Skurge. The three villains are then surrounded by the Avengers, Spider-Man's team, the Agents of S.M.A.S.H. and the New Warriors. Grandmaster tries to cause a tornado but Spider-Man calls "time out" before challenging him to another game. Spider-Man and the Collector win the game and New York City is returned to Earth.

### Season 4: Ultimate Spider-Man vs The Sinister 6

#### Hydra Attacks: Part 1

 File:Hydra Doc Ock vs Spider-Man.png
Spider-Man believes that his day can never be ruined until he sees Doctor Octopus fleeing. He flees into an alleyway until he sees a shadow that looks like Spider-Man's. He believes that Spider-Man is crawling where he doesn't belong before he sees that it is actually Agent Venom and Iron Spider. He tells them that neither of them are Spider-Man with Iron Spider commenting about his brilliant deduction and it's no wonder he's a doctor. Agent Venom fires at him but, Doctor Octopus dodges the missiles. He grabs two buildings and just as he is going to tell them that he needs no spider substitute, Spider-Man jumps on him. Spider-Man tells him that he's lucky that he is around. Doctor Octopus attacks him and tries to hit him with a garbage compactor but misses him. Spider-Man taunts him about being less valuable if damaged before he dodges another of Doctor Octopus's attacks. After Doctor Octopus misses for the third time, Spider-Man jokes about having his eyeballs checked. Doctor Octopus tells him that he doesn't miss and that he wasn't aiming for him. It is seen that he has grabbed Iron Spider and shocks him and throws him to the ground. He breaks a water tower to crush him but Spider-Man saves him and tells Doctor Octopus that he is not going to let him ruin his perfect day. He then takes the opportunity to shock Doctor Octopus. He then sees another water tower fall on the other causing Spider-Man's web to break. Spider-Man tells Agent Venom to save Iron Spider in which he succeeds. Spider-Man then tells them that they should now wrap it up. Spider-Man uses his web to wrap one of Doctor Octopus's tentacles around him. Spider-Man tells Agent Venom to give Doctor Octopus his present and Agent Venom fires his missiles at Doctor Octopus into a building. Doctor Octopus recovers and tells Spider-Man that no matter how many lackeys he has, he can never defeat him. Spider-Man then tells Iron Spider to finish Doctor Octopus off in which Iron Spider punches him. Spider-Man tells him that he is glad that he has other spiders to back him up. Doctor Octopus is then taken to the S.H.I.E.L.D. Tricarrier and it is revealed that he has been evading S.H.I.E.L.D. for months. Doctor Octopus is being taken to a cell and a S.H.I.E.L.D. agent tells him that he is going to be in the S.H.I.E.L.D. Tricarrier for a long time and that he should get used to his new accommodations. Doctor Octopus tauntingly tells him that he will and with a few changes he can feel at home. Unknown to the S.H.I.E.L.D. agents, he releases a tiny octopus nanobot into Swarm's cell which goes onto him and takes control of his body and destroys him. A S.H.I.E.L.D. agent tells him to stop but Doctor Octopus assures him that Swarm has no control over what's happening to him. The cell then explodes and the nanobots start swarming everywhere. After Spider-Man and Nick Fury are alerted to what's happening, they realize that Doctor Octopus was a Trojan horse. They then head to the cells with Spider-Man realizing that the nanobots aren't making it easy to get to the prison section. Doctor Octopus who has regained his arms back appears from a hatch in the roof and tells Spider-Man that there is no need to chase him and that he will make it easy on him. He lands and comments about having the most brilliant mind on Earth before Spider-Man jokes about his haircut. Doctor Octopus knocks him away and taunts that he can now detect what his brilliant web-brain will do and that he brought him to the S.H.I.E.L.D. Tricarrier which makes it his fault. Spider-Man tells him that he has taken him down many times and with S.H.I.E.L.D.'s help, then he'd hate to be him right now. Doctor Octopus reveals that Spider-Man is not the only one with a help. Spider-Man and Director Fury are then blasted by the wall next to them. They see Goblin soldiers wearing black uniforms and Doctor Octopus taunts them about creating this kind of army. The Goblin soldiers fire at them and the two retreat. Doctor Octopus asks where they are going and taunts them about the Goblin army wanting to play. Director Fury tries to contact the Triskelion but the nanobots are revealed to be jamming the communicators. Spider-Man and Director Fury are then shocked to discover that the S.H.I.E.L.D. Tricarrier is changing. Spider-Man uses is goggles to magnify them closely and believes that they're eating it and asks why Doctor Octopus would dissolve the S.H.I.E.L.D. Tricarrier while he is still on it. Spider-Man tells Doctor Octopus that he was just telling everyone how crazy he isn't before Doctor Octopus attacks him with Spider-Man commenting that he is the craziest person he knows. After Director Fury takes a Goblin soldier down, he shoots at Doctor Octopus but the nanobots telekinetically shield Doctor Octopus before he flees. After Spider-Man and Director Fury are able to escape the Goblin soldiers, they meet up with Agent Venom and Iron Spider at the transport hanger. It is also revealed that the Triskelion is also under attack. Spider-Man and Iron Spider then realize that the nanobot's are rebuilding the S.H.I.E.L.D. Tricarrier. Doctor Octopus reappears taunting them about the nanobots rebuilding it into their worst nightmare. He appears with nanobots swarming all over him. Spider-Man asks how he is pulling this off because it's tense stuff that he uses to try trap and insult him. Doctor Octopus reveals that he learnt by watching him and that his is not the only one capable of building a team. Spider-Man then shockingly asks about being part of this plan. After the nanobots have finished swarming all over him, it is shown that they have changed him. He is shown to have changed into looking like a ninety-year-old man with pimples and is in a life-supporting armor with only his four tentacles and a HYDRA emblem on it. Doctor Octopus then reveals that he has teamed up with S.H.I.E.L.D.'s greatest enemy HYDRA. The doorway of the transport hanger opens, revealing more Goblin Soldiers who are actually HYDRA Soldiers with the reawakened Arnim Zola as their leader. Zola reveals that the S.H.I.E.L.D. Tricarrier has been transformed into the new home of HYDRA. Zola then boasts about the place being built into something greater before Director Fury out of anger attacks him. After Agent Venom and Iron Spider leave to go to the Triskelion to build a device to reverse the effects of the nanobots, Spider-Man and Director Fury continue to battle Zola and the Goblin Soldiers. Doctor Octopus tells Spider-Man that it is time to admit defeat but Spider-Man jokingly tells him that his watch must be off. Doctor Octopus attacks him but Spider-Man dodges those attacks into hitting the Goblin Soldiers. Spider-Man webs up three tentacles before he dodges another one of Doctor Octopus's attacks. Spider-Man gives Director Fury the signal and he uses Zola's head device to blast Doctor Octopus out of the S.H.I.E.L.D. Tricarrier. After Spider-Man and an injured Director Fury escape to the outside, they discover that the S.H.I.E.L.D. Tricarrier has been turned into HYDRA Island. After Nova appears and gives Spider-Man the device that Iron Spider created, Spider-Man gets Nova to get Director Fury far away. Spider-Man goes to the highest point and plants the device on it. Before it can finish loading, Doctor Octopus reappears and destroys it. He taunts him about no effort but his victory was short lived as he will be. Doctor Octopus wraps a tentacle around him with Spider-Man commenting that he is a terrible hugger. Just as Doctor Octopus is laughing evilly, Spider-Man breaks his tentacle and falls into the sea with the tentacle still wrapped around him. Spider-Man is almost drowned but he is saved by a new spider-themed hero named Scarlet Spider who is revealed to be the first spider.

#### Hydra Attacks: Part 2

After HYDRA has captured Spider-Man'’s team and the New Warriors and has taken over New York, Spider-Man and Scarlet Spider (who is revealed to have been kidnapped by Doctor Octopus and experimented on painfully but escaped into the sewers.) agree to work together to stop HYDRA. On HYDRA Island, Kraven the Hunter, Batroc the Leaper and Boomerang are freed from their cells. Doctor Octopus informs them that this is not a trick but a challenge. He informs them that he is reforming the Sinister Six backed by the resources of HYDRA, there will be no stopping them. He tells them that their mission is simple: they should find Spider-Man and the one who brings him captured will be the first to join the Sinister Six with Kraven accepting the challenge. Doctor Octopus then leaves for Oscorp and captures Norman and Harry Osborn. He taunts them about taking the time to see him and that he knows the Osborn family are always very busy. Norman asks if he wants research and if he wants to make a deal. Doctor Octopus uses a tentacle to threaten him. He reveals that he wants nothing from Norman but Green Goblin and believes that his evil ego is someone he can make a deal with to help destroy Spider-Man. Harry yells at him to leave him alone before Doctor Octopus mocks him about being like his father with such spirit that he looks forward to breaking it. Norman reminds Doctor Octopus that his business is with him before Doctor Octopus agrees with him. He removes one of the Goblin Soldiers' helmets to show Norman that Green Goblin is the shadow of his former glory. He crushes the helmet while believing that there was always something special about Green Goblin: a servant and viciousness. He reveals about turning him back into Green Goblin and also reveals to have saved a dose for Norman before he injects it into him for the third time. Harry yells at him that he can't do that because it will destroy his father. Doctor Octopus informs him that it will actually make him the head of the Goblin army. Norman suffers through the pain but doesn't change back into his evil ego. Doctor Octopus is shocked by this, believing that his formula doesn't fail. Norman reveals that he created a cure and injected himself to make himself immune so that he will never turn back into Green Goblin (also have made it a promise to Harry). Doctor Octopus finds it disappointing but then realizes that one Osborn is as good as another. He then proceeds to turn Harry into the new Green Goblin. Spider-Man and Scarlet Spider arrive to save the Osborns. Doctor Octopus taunts him about being in time to watch Harry get turned into the next Green Goblin. Before Doctor Octopus can do it, Spider-Man saves Harry by shooting webs into Doctor Octopus's face. After Doctor Octopus breaks free of it, he proceeds to kill Spider-Man and Norman but Scarlet Spider kicks him away before commenting about not liking his speeches. Doctor Octopus is surprised to see Scarlet Spider again. Doctor Octopus attacks him but Scarlet Spider dodges his attacks and uses a box to hit him. Doctor Octopus attacks again but Scarlet Spider runs along his tentacle before jumping over another one of Doctor Octopus's tentacles. Scarlet Spider tackles him down and punches him. He webs up his tentacles before telling Doctor Octopus that he made a monster and that the monster has finally come home. Before Scarlet Spider can stab Doctor Octopus, a Goblin Soldier knocks him away. Doctor Octopus breaks free from the webbing and hits Scarlet Spider and pins him down. He tells him that he created him but he can destroy him as well. Doctor Octopus is about to kill him but Spider-Man prevents him. Goblin Soldiers attack Spider-Man and Doctor Octopus returns his attention to Scarlet Spider. Scarlet Spider uses his webbing to grab a fan and use it to crush Doctor Octopus into letting go. Scarlet Spider swings and kicks Doctor Octopus out the window but he uses one of his tentacles to grab Scarlet Spider's foot. Doctor Octopus is then revealed to have escaped back to HYDRA Island. After Spider-Man and Scarlet Spider defeat the whole Goblin army and free Spider-Man's team and the New Warriors, he takes his new team, the Web-Warriors to HYDRA Island to stop Zola from taking control of New York and its heroes. While Zola uses the defense blaster on HYDRA Island to blast the Web-Warriors' ship down, Doctor Octopus arrives to see. Zola angrily yells at Doctor Octopus about Spider-Man eluding him so many times and proceeds to show Doctor Octopus how to destroy him by firing a missile at the Web-Warriors' ship. After believing that the missile has destroyed the ship, Zola arrogantly tells Doctor Octopus that he achieved that one in which Doctor Octopus could not. Doctor Octopus angrily leaves. After the Web-Warriors enter the ship, Doctor Octopus finds them and reveals that he knew Zola could never succeed in destroying them and that only the Octopus can destroy the Spider. He tells Scarlet Spider that he is not afraid and that he is just a failed experiment. Scarlet Spider attacks him and before Spider-Man can tell him about what is going to happen, Doctor Octopus pins Scarlet Spider down. Before he can kill him, Spider-Man prevents him but Doctor Octopus throws him into the control room with Zola in it. After Spider-Man webs Zola up, Doctor Octopus knocks him down. He asks Scarlet Spider about his friends seeing him as a monster he really is and tells him that he's nothing but a freak. He attacks Spider-Man but he dodges the attacks and webs up his tentacles while telling him that it sounds like a pun. Scarlet Spider proceeds to knock Doctor Octopus down from HYDRA Island into the sea. After the Web-Warriors send Zola and HYDRA Island to Jupiter, Doctor Octopus watches it leave and calls Zola a fool. He then continues his plans to recreate the Sinister Six.

#### Miles From Home

Doctor Octopus having managed to get the Siege Perilous decides to summon the Ultimate Green Goblin from the Ultimate Universe as a replacement for his Green Goblin for the Sinister Six. He along with Doctor Strange's nemesis and HYDRA member, Baron Karl Mordo use the Siege Perilous to summon him to their world, while he was battling his Spider-Man. Meanwhile, their Spider-Man arrives having been looking for Doctor Octopus. He finds them using the Siege Perilous to open the portal to the other universe. While Baron Mordo uses his magic, Doctor Octopus sees Spider-Man's shadow making him know that Spider-Man is there. He asks Spider-Man about what he stumbled into before Spider-Man comments about forgetting about his glow sticks. He fires web at him but Doctor Octopus dodges it. Baron Mordo successfully completes the spell to summon the Ultimate Green Goblin. While watching the fight and the portal cause lightning, Baron Mordo tells Doctor Octopus that he was right about the Ultimate Green Goblin being a sight to behold. The Ultimate Green Goblin flies to them and demands why they brought him from his world to their world. Doctor Octopus tells him that of all the other worlds, he is the only Goblin to have successfully killed a Spider-Man and Baron Mordo tells him that HYDRA has summoned him to obliterate another one. Spider-Man kicks the Ultimate Green Goblin onto the two while commenting about breaking the job interview. While watching the Ultimate Green Goblin battle Spider-Man, Doctor Octopus tells him to destroy him. Doctor Strange arrives to help Spider-Man who tells Spider-Man that the Ultimate Green Goblin's presence is disrupting the balance of their world before getting blasted by the Ultimate Green Goblin's fireball. After Spider-Man saves Doctor Strange and dodges the Ultimate Green Goblin's attacks, Doctor Octopus grabs him and throws him. Doctor Octopus tells him that he stumbled his way into victory before and Spider-Man comments about him figuring out his secret strategy. Before Doctor Octopus can continue speaking, he is blasted by Doctor Strange who tells Spider-Man that they must put the Ultimate Green Goblin back into his world before the damage to their world becomes critical. They both manage to tie Baron Mordo up and try to get the Ultimate Green Goblin back into his world but fail. While Spider-Man goes to get the Ultimate Green Goblin's Spider-Man, Doctor Strange tries to keep the portal from closing while battling the Ultimate Green Goblin. Doctor Octopus recovers and watches it. Spider-Man returns with Miles Morales to help them. After the Ultimate Green Goblin beats Doctor Strange down and throws the two Spider-Men down, he regains control of the Siege Perilous. Baron Mordo congratulates him while claiming him to be HYDRA's Goblin. The Ultimate Green Goblin tells him that he's not their Goblin and that he takes orders from no one. Doctor Octopus believes the Ultimate Green Goblin to be a monster after his very own heart but Baron Mordo argues that the Ultimate Green Goblin cannot oppose HYDRA. The Ultimate Green Goblin knocks Doctor Octopus down and attacks Baron Mordo. Doctor Octopus attacks him but the Ultimate Green Goblin flies away. Doctor Octopus grabs him and slams him to the ground to let go of the Siege Perilous. Believing his time has come; Spider-Man and Miles gain possession of the Siege Perilous and get into the game of "Keep Away". During the fight over the Siege Perilous, Doctor Octopus is surprised by Miles who comments that Spider-Man's Doctor Octopus is way old. Ultimate Green Goblin gains possession of the Siege Perilous and he hits a brick wall and discovers that it is creating black holes. While creating black holes to destroy Spider-Man's universe, he claims that he can destroy his world. Doctor Octopus angrily tells him that it's his universe as well before he pushes a chimney down on him. He tells the Ultimate Green Goblin that he is smarter than this and that he wanted a weapon, not a destroyer of worlds. Ultimate Green Goblin blasts out of the rubble and tells him that what he wants is nothing compared to him before blasting Doctor Octopus away and Baron Mordo saves him before the Ultimate Green Goblin can kill him. The Ultimate Green Goblin chases Doctor Octopus around and catches him but Spider-Man saves him. During the fight, Baron Mordo is supposedly destroyed by the Ultimate Green Goblin after using the Siege Perilous on him. Miles is able to destroy the Siege Perilous which causes him and the Ultimate Green Goblin to be trapped in Spider-Man's world. Doctor Octopus heads into the sewers and meets the Ultimate Green Goblin there. The Ultimate Green Goblin asks if he is running away like a wounded animal but Doctor Octopus tells him that he is not. He also tells him that unlike HYDRA, he is intelligent enough to retreat and that today's losses are on the Ultimate Green Goblin. The Ultimate Green Goblin tells him that he can never be controlled. Doctor Octopus tells him that he also cannot be controlled and tells him that it was HYDRA who wanted to be his master while he just needed an ally who despises Spider-Man as much as he does. The Ultimate Green Goblin then sees Doctor Octopus as an ally and joins the ranks of the Sinister Six.

#### Iron Vulture

Doctor Octopus and HYDRA continue to upgrade villains beginning with Batroc (who is also one of Doctor Octopus's candidates for the Sinister Six) but he is defeated. Meanwhile, Doctor Octopus meets Vulture again and equips him with green HYDRA armour. He also tells him to eliminate Norman and that he will find his memories from him if he does what he says. After Vulture gets into a fight with Spider-Man, Miles, and Norman in the Iron Patriot Armor, Doctor Octopus arrives. He tells Vulture that he did the correct thing in signalling him and that he can send anyone to destroy Norman but Spider-Man and his "**Kid Arachnid**", he wants to destroy personally. Miles then decides to name himself Kid Arachnid. Kid Arachnid thanks Doctor Octopus for giving him a new name before kicking him and Iron Patriot knocks him down. Doctor Octopus tells Vulture that he is stronger than Norman and that his memories are stored in Iron Patriot's database. He orders him to aid him in his destruction and they will have access which makes Vulture use his sonic screech to blast blocks onto the three. Spider-Man tries to push a block off him but Doctor Octopus pins it on him before he orders Vulture to help him end it. Spider-Man yells at Kid Arachnid (who is camouflaged) to not do it making Doctor Octopus ask him if he is dim and if he is so desperate. Vulture sees Kid Arachnid and kicks him away from Doctor Octopus. Harry arrives in one of his father's iron armour suits and now calls himself "**Patrioteer**" to help fight Vulture. This gives Spider-Man enough time to kick the block off himself and at Doctor Octopus. Doctor Octopus is surprised by Patrioteer but claims him to be nothing and that he will eliminate all of them. He pushes the HYDRA symbol on his armour to call an Octobot to the battle. After Vulture is defeated by Patrioteer, he demands that he should give him Iron Patriot's database in his helmet before Doctor Octopus angrily accepts. He then proceeds to attack everyone else while Vulture puts the Iron Patriot helmet on and accesses the database. He finds that his memories aren't in the database and becomes angry. Doctor Octopus knocks Spider-Man and Kid Arachnid down before pinning Patrioteer down. He taunts him about dressing up in his father's suit and that every Osborn is pathetic. Patrioteer tells him that he is not the scared child that he knew anymore before Doctor Octopus decides to destroy him. Vulture knocks him down and pins him down. Vulture yells at him about the memories not being in the database and demands to know where they are. Doctor Octopus lies about Norman deleting them and that there is more reason to destroy him. Spider-Man truthfully tells Vulture that Doctor Octopus is lying and that he should listen to the voice at the back of his head. Vulture becomes angry but Doctor Octopus, who still wants Vulture to be a candidate for his Sinister Six, uses one of his tentacles to infect Vulture's armour with nanobots, turning it black and mind controlling him. He tells Vulture that he is no longer a person but only a weapon that he wields and orders him to eliminate Spider-Man. Spider-Man tries to reach out to him but Doctor Octopus tells him that Vulture is not in there anymore and because he defied him many times, he took his free will away. Kid Arachnid saves Spider-Man from being eliminated by Vulture and Patrioteer stops Doctor Octopus from escaping and before Kid Arachnid defeats him. Before Vulture loses his free will, he manages to tell Spider-Man that Doctor Octopus has a spy in S.H.I.E.L.D. Academy before escaping. Doctor Octopus is then taken prisoner to the Triskelion. He tells Spider-Man and Kid Arachnid that this is a setback for his genius and reminds Spider-Man about the last time he tried to contain him. Spider-Man tells him that he does remember but they redesigned it and added tighter security. The two then proceed to find the spy.

#### Lizards

Spider-Man, his classic team, the New Warriors and the Web-Warriors go on the hunt for the spy in the Academy. Dr. Connors is suddenly turned back into Lizard and proceeds to infect the whole academy by biting everyone and turning them into lizards. During all that it is happening, Doctor Octopus watches Agent Venom and Rhino fight Squirrel Girl and her infected squirrels. While everyone is distracted, Doctor Octopus makes a deal with Rhino by promising to cure him of his rhino form. After everyone is cured of the lizard virus, Rhino breaks Doctor Octopus out and they both kidnap Agent Venom. They take a ship and head off to HYDRA. This makes everyone believe that Rhino was the one who caused the lizard virus to spread and that he was the spy for Doctor Octopus.

#### Double Agent Venom

Doctor Octopus and Rhino take Agent Venom into space to HYDRA Island which has returned. Doctor Octopus puts Agent Venom into a sonic machine and starts working on it. Flash demands that he let him go; Doctor Octopus tells the symbiote that he will free it from the parasite and that it will join his reformed Sinister Six. Flash mistakes Doctor Octopus for talking to him and angrily tells him that he will never betray Spider-Man. Doctor Octopus reveals that he wasn't talking to him but to the Venom symbiote and that *he* is the parasite and without him, the symbiote can achieve what it was always meant to do: the destruction of Spider-Man. He then proceeds to use the sonic sound on Flash and the suit and tells him that it's only a matter of locating the right frequency. He tells the symbiote that unconsciousness is only the brief escape for it and that it will soon be his greatest success. Zola appears and angrily scolds Doctor Octopus about success. He reveals that he brought this fortress back from Saturn and scolds him for not locating Director Fury's secret location and obsessing with Spider-Man and his allies. Doctor Octopus angrily reminds him that their attack on S.H.I.E.L.D. failed because of Spider-Man and that the key is to destroy him. Zola reminds Doctor Octopus about him being a guest in the fortress and that he expects progress immediately and threatens Doctor Octopus to answering to HYDRA which secretly angers Doctor Octopus. Kraven arrives with the captured Scarlet Spider but Spider-Man has followed them back to the fortress. They are able to fight Kraven and the HYDRA Soldiers off and head to the lab to save Flash. Doctor Octopus's machine succeeds in causing the Venom symbiote to take control of Flash and attack Spider-Man and Scarlet Spider. Spider-Man is able to calm Flash down and he reverts back to normal. Before they can leave, Doctor Octopus arrives with Rhino. He tells Spider-Man that the symbiote is home and orders Rhino to restrain them. When Spider-Man reminds him of his betrayal, Doctor Octopus reminds him about wanting the cure which blackmails Rhino into attacking them. He pins Spider-Man and Scarlet Spider into the wall, while Doctor Octopus proceeds to put Flash back into the sonic machine. After turning the sonic sound on Flash and the symbiote, Rhino tells Doctor Octopus to stop hurting him. Doctor Octopus argues that Flash’s survival is not his concern or his. Spider-Man convinces Rhino to help him and he listens to him. Rhino tells Doctor Octopus that he betrayed his friends for a cure but he won't destroy them for one and rams into the sonic machine which surprises Doctor Octopus. However, Doctor Octopus succeeds in freeing Flash from the symbiote. Spider-Man and Scarlet Spider take Flash to safety with Doctor Octopus taunting that about all their effort for the wrong subject. Kraven appears having thought that Spider-Man was injected into space earlier. Doctor Octopus scolds him about his trick like the trick he used on Kraven into bringing him to HYDRA Island and blames him for the destruction of the lab. Kraven reminds him about telling him to bring Spider-Man, that he wants a spot on the Sinister Six and he will consider helping him further. Doctor Octopus tells Kraven that if he wants a place in the group then he will be their Venom. He pushes Kraven into the Venom symbiote which bonds with him, turning him into a symbiote with a lion's head. He proceeds to let him out to destroy Spider-Man, Scarlet Spider and Flash but Flash regains the suit back and also gains a new look. The three are then able to escape back to Earth. Zola berates Doctor Octopus for their escape and blames his overconfidence on letting Spider-Man win. Before Zola can continue yelling at him, Doctor Octopus destroys the computer hologram. Doctor Octopus who has Rhino strained berates him for his loyalty into letting Spider-Man and his friends escape with the symbiote. He then proceeds to break his promise by injecting more Rhino serum into him to cure him of his loyalty and mind controls him which makes Rhino another member of the Sinister Six. He still makes Kraven another member of the group in order to keep the Sinister Six going.

#### Beached

Doctor Octopus returns to Earth and leaves for the Bermuda Triangle and captures Sandman to clone him in order to see which clone is the "**Ultimate Sandman**" for his Sinister Six. Unknown to Doctor Octopus, Vulture who has a little bit of his free will purposely leads Spider-Man and Iron Spider to the island. While Spider-Man battles the clones of Sandman, Iron Spider flies to Doctor Octopus's new base and takes the elevator to his underground lab which is containing Sandman. After Iron Spider frees him from the wires holding him, Sandman asks him to help but Doctor Octopus ambushes Iron Spider. He then replaces Amadeus with a Sandman clone into the Iron Spider armor and sends it to attack Spider-Man. In the lab, two Octobots hold Amadeus, while Doctor Octopus taunts him about being nothing without his armor and soon he will be nothing at all. He then has the Octobots lock him in the shield ball with Sandman. He tells him to enjoy his time with Sandman and that after he witnesses Spider-Man's final moments, he will be back to play with him. He then leaves for the outside where he meets Spider-Man still battling the Sandman clone in the Iron Spider armor. He fires web at Doctor Octopus but his Octobot blocks it. Spider-Man tells Doctor Octopus that he was never the beach type and jokingly asks if he has a pair of board shorts. Doctor Octopus tells him that he is pleased about him being where he is. Spider-Man asks if six wasn't enough and if he needs a whole army. Doctor Octopus laughs in mockery and tells him that it is not an army but he is trying to find the clone that will join the Sinister Six. Spider-Man tells him that it's what he likes about him when he maxes out the crazy; he is quick enough to eleven. Doctor Octopus asks him if a crazy man could invent not only the means of creating the splinter Sandmen but also the means of controlling them. He then has an Octobot attack Spider-Man along with the Sandman clones. Spider-Man agrees with him after seeing a remote control in his tentacle. He then uses the remote control to make the Sandman clones appear and orders them to destroy him. Spider-Man manages to escape them and knocks an Octobot down to the underground lab. Doctor Octopus and the Sandman Clones arrive to prevent them from leaving the base alive. He orders the Sandman clones to destroy them all. Doctor Octopus also attacks Spider-Man and tells him that he was assembling his Sinister Six to take him down but then decides that with his sand army, he won't need them. Sandman and Amadeus are able to break free and Sandman destroys a few clones but they reform. Spider-Man asks Sandman to control himself but Sandman tells him that he can't because Doctor Octopus still has the control in his tentacle. Spider-Man manages to defeat the clone in the Iron Spider armor and uses a device from the back of the armor to shock the clones and destroy the remote controller in Doctor Octopus's tentacle which makes Sandman gain control of his emotions. Spider-Man tells Sandman to protect Amadeus while he takes on Doctor Octopus. Before Spider-Man can fight him, Doctor Octopus orders the place to self-destruct and he once again escapes. Spider-Man and Iron Spider take Sandman back to the Triskelion.

#### Anti-Venom

Doctor Octopus continues his search for more valuable recruits for the Sinister Six like Shocker, Shriek, Grizzly and even the former Sinister Six member, Beetle in which he upgrades. However, the Web-Warriors have been defeating them before Doctor Octopus can recruit them. Doctor Octopus who is in a new lab at the port continues his own research. He angrily asks about Spider-Man stealing the symbiote from him but then becomes happy that they left the tiniest sample of the Venom symbiote. He is contacted by a HYDRA soldier about the defeat and capture of Shocker and Boomerang before HYDRA could make contact and that they lost communication with Beetle which causes Doctor Octopus to angrily destroy the communication screen. He becomes even angrier with losing valuable recruits for his group but then decides that the new white symbiote will be unstoppable for Spider-Man and his friends. Zola arrives and Doctor Octopus asks if he is going to berate him for his failure again but Zola tells him that he is not and that HYDRA values their partnership. Doctor Octopus angrily asks him to forgive him for being skeptical and reminds him about being scolded for wasting his time and resources by chasing Spider-Man. Zola tells him that they only disagree on priorities and that he brought him a new lab assistant named Dr. Michael Morbius to give him a hand. Dr. Morbius tells Doctor Octopus that it is an honour working with him and that he has studied all his work with Doctor Octopus happily telling him that it is why he should. Dr. Morbius asks him about how he works on the symbiote and Doctor Octopus answers that the question he was asked is not as ignorant as he thought. Before he can tell him anymore, he reminds himself and the two that he can't give anymore secrets, that he also works alone and demands that they leave his lab. Zola then tells him that it is HYDRA's lab and reminds him that he must respect their support before leaving. Irritated, Doctor Octopus tells Dr. Morbius to put gloves on and that if he is going to be spying for Zola, then he would have to make himself useful. The two then proceed to work on the symbiote. Meanwhile, Spider-Man, Agent Venom and Patrioteer (who has joined S.H.I.E.L.D. Academy) locate the lab and infiltrate it and proceed to the lab. Doctor Octopus who is looking at the white symbiote finds it infuriating and that must succeed. Dr. Morbius tells him about being sure that he considered a ten nanosecond neutron pulse rather than a steady string and Doctor Octopus agrees with him and proceeds to do what Dr. Morbius suggested. Dr. Morbius sees it to be upset and Doctor Octopus agrees that symbiotes always are and that change can be unsettling. They both find the new symbiote to be a success before Doctor Octopus comments about his minor contribution to have been noted. Dr. Morbius thanks him but Doctor Octopus claims that *he* did it. Both of them are then surprised by the white symbiote's obedience to commands. Doctor Octopus then believes that the new symbiote will be Spider-Man's downfall. Spider-Man, Agent Venom, and Patrioteer then accidentally enter the lab with Spider-Man commenting about it being a scouting trip. While Dr. Morbius flees and calls for HYDRA Soldiers, Doctor Octopus tells him to remain calm and that it is not together unforeseen. He then releases the white symbiote and orders it to attack the three. After seeing Agent Venom and Patrioteer argue about protecting Spider-Man, he joyfully taunts them about their irony and protecting Spider-Man before revealing that the white symbiote isn't targeting him. The white symbiote attacks Agent Venom and Doctor Octopus knocks Spider-Man and Patrioteer away from helping. When they see the white symbiote burning the Venom symbiote, Spider-Man asks what it is doing before Doctor Octopus reveals that it is purging him and tauntingly asks about how he feels to watch his friend suffer. After seeing that Patrioteer is afraid of being taken over by a symbiote again and believes that he will be a good host for the new symbiote. Patrioteer then angrily attacks Doctor Octopus, demanding that he leaves everyone alone and knocks him down, freeing Spider-Man in the process. Doctor Octopus then grabs and holds Patrioteer. Spider-Man reveals that the white symbiote is as strong as the original before Doctor Octopus reveals that it is also toxic and reveals its name to be "**Anti-Venom**". He then proceeds to break a hole in Patrioteer's suit, believing that every symbiote needs a bonding partner better than the original host and the Anti-Venom symbiote enters to bond with Harry. After Patrioteer knocks Doctor Octopus away, he becomes the host of Anti-Venom. Doctor Octopus becomes pleased when Anti-Venom knocks Spider-Man down and proceeds onto Agent Venom. Doctor Octopus is surprised that Anti-Venom's physical being is finally opposed with that of Venom and believes it to be a tool that will annihilate Agent Venom. Spider-Man tries to stop Anti-Venom but it tackles him down. Agent Venom fights with Anti-Venom while Doctor Octopus proceeds to pin Spider-Man down while believing that Anti-Venom will win for dominance and join the Sinister Six. Spider-Man webs his tentacle down and continues to try and help Agent Venom. Doctor Octopus breaks free and grabs Spider-Man and knocks him on the roof and wall while asking about pestering him. Anti-Venom knocks Agent Venom to the surface with Doctor Octopus and Spider-Man following him. Spider-Man grabs a fire extinguisher, hits Doctor Octopus in the face with it, and breaks free. Spider-Man carries Agent Venom and flees with Doctor Octopus and Anti-Venom giving chase. Anti-Venom manages to stop them and separate them. Doctor Octopus then tries to use a crane which is holding a crate to crush Spider-Man but misses. Anti-Venom pins Spider-Man down and Doctor Octopus orders it to pin him down and believes that Agent Venom is no more. He then proceeds to crush him again but Iron Patriot arrives and saves him before destroying the crane. Iron Patriot tries to call Harry from inside the symbiote but Doctor Octopus taunts him about getting his son after all. Iron Patriot then starts attacking Doctor Octopus and wins the battle. After they manage to knock out Anti-Venom and take an injured Agent Venom and Anti-Venom back to the Triskelion, Doctor Octopus finds Dr. Morbius tied up. Dr. Morbius confesses that Spider-Man made him talk but Doctor Octopus tells him that he doesn't need to apologise and reveals that all is falling into place and that he is always one step ahead.

#### Force of Nature

Doctor Octopus is only mentioned that after the Web-Warriors answer a distress signal at an abandoned mall in Queens, they find a vacuum-sealed room where the water-made criminal Hydro-Man was being held. He pretends to know Nick Fury and pretends that Director Fury put up so much protection in case someone like Octavius or Osborn captured him. However, after finding out about his criminal record, they defeat him and take him prisoner. It is revealed that the S.H.I.E.L.D. convoy that was returning Hydro-Man back to his detention facility had been attacked. Spider-Man then realizes that the stress signal that they followed was never sent by Director Fury but Doctor Octopus, who has now recruited another member of the Sinister Six. He also believes that Doctor Octopus is becoming more powerful than ever and that he and his friends must stop him.

#### The New Sinister Six: Part 1

The Web-Warriors are alerted to an attack on the Triskelion. They crawl up to the roof and find Doctor Octopus there. Spider-Man orders Doctor Octopus to surrender but becomes confused about if he is turning himself in. Doctor Octopus taunts him about being the optimist and reveals that he isn't turning himself in but to re-equate him with some old friends. He reveals them to be: Electro, Rhino, Kraven, the Ultimate Green Goblin and Hydro-Man. This makes Spider-Man see that Doctor Octopus has finally completed the Sinister Six and tells Doctor Octopus not to be predictable. The Web-Warriors prepare to fight but Spider-Man has them retreat into the Triskelion where they get the New Warriors' help. Meanwhile, Doctor Octopus tells his allies that the day has come and reveals about Spider-Man and his friends being in their way before asking what they are going to do and they answer that they should destroy them. They all pull the hatch of the roof off and prepare to go inside but Spider-Man, the Web-Warriors, and the New Warriors appear on the roof before them. During the fight with the five members, Doctor Octopus takes the opportunity to get inside and try to take the Anti-HYDRA weapon. Spider-Man and Scarlet Spider find him in the lab and they threaten him so that he can leave it alone. They both attack him but run into a force shield which Doctor Octopus activated to protect himself. He tells them to be quiet and that it is a delicate operation. Spider-Man realises that he only used his allies to distract the teams so that he can get the Anti-HYDRA weapon. Doctor Octopus claims that Dr. Connors was a visual intellect but he is pleased with the creation. Spider-Man then realises that Rhino wasn't the spy and believes that the spy is still around. Scarlet Spider breaks the force field but Doctor Octopus reveals that he has other defenses. The Ultimate Green Goblin who recovered from his fight with Kid Arachnid appears with his enemy defeated, defeats Scarlet Spider and fights Spider-Man but he is defeated. Spider-Man believes that it's just him and Doctor Octopus. Doctor Octopus reveals that the Ultimate Green Goblin only kept him occupied while he got the weapon. Spider-Man asks about how long he is going to hold onto the weapon and Doctor Octopus answers that he'll hold it long enough if Hydro-Man has anything to say about it. Spider-Man sees that Hydro-Man has returned since his fight with Cloak. Spider-Man tries to contact his friends but Doctor Octopus reveals he is jamming the communication signals and that they can't hear him. Hydro-Man destroys the Triskelion and has everyone fighting for survival. Doctor Octopus compliments Hydro-Man for making an entrance and orders him to secure the perimeter so that no one can get in or out. Doctor Octopus reveals to Spider-Man that Director Fury left him with an evacuation plan but he chose not to take it. Spider-Man argues that they can still fight and that they are not going to give up. Doctor Octopus reveals that it was what he wanted. He taunts him about having no faith in his enemy not being careless after what he did to Agent Venom and that he is pleased that he was wrong. He also reveals to Spider-Man that after years of trying to find a weakness within him and that he was starting to feel that he didn't have one but not without his friends fighting alongside him. Spider-Man reveals that his greatest strength isn't his powers but it the team that they built. Doctor Octopus agrees but then asks him if he trusts this team. Spider-Man answers that he does and Doctor Octopus answers that it's what he thought and decides to stop with the talk. Spider-Man is then kicked and tackled by Scarlet Spider which shocks him. Scarlet Spider asks him if he can figure it out when he is being stabbed in the back. Spider-Man finally figures out that Rhino wasn't the spy and the real spy was Scarlet Spider. Doctor Octopus reveals that he never intended to recreate the Sinister Six but the "**Sinister Seven**". Spider-Man tells Scarlet Spider that they are friends but Scarlet Spider reveals that he never had friends and also reminds him about saving him from drowning, telling him about his origins and pretending to join the Web-Warriors. Doctor Octopus then orders Scarlet Spider to reveal Spider-Man's identity in which Scarlet does by removing his mask and revealing his name to be Peter Parker. Doctor Octopus becomes pleased having finally found out about Spider-Man's identity.

#### The New Sinister Six: Part 2

While Scarlet Spider holds Peter, Doctor Octopus reveals that he was certain that he's Sinister Seven would destroy him and everything he believed in but he never predicted that his foe would be a mere child named Peter Parker. Peter asks Ben Reilly (a name that was given to him by Aunt May when she first met him) why he is doing this, he reveals that the name Ben means nothing. Doctor Octopus reveals that Scarlet Spider is his most successful experiment and while Lizard and Rhino were just mere trial runs but Scarlet Spider is his greatest work. Peter reminds Ben of what he told him of his origins before Ben reveals that it was in order to gain his trust. He reveals that Doctor Octopus took him in years ago, rescued him from the streets, gave him powers beyond his imagination and that he owes everything to him. Doctor Octopus looks through the camera of the other four defeated members of the Sinister Seven but he knows that they completed their mission in destroying S.H.I.E.L.D. Academy and his friends and demands that Peter gives him the key to power up the Anti-HYDRA weapon to destroy HYDRA. Peter tries to claim that he doesn't know but Doctor Octopus isn't fooled and reveals that he knows that Dr. Connors gave him the key and demands to know where it is. Peter claims that he has never seen it before but Scarlet Spider reveals that it's at Aunt May's house. Doctor Octopus remembers Aunt May and orders Scarlet Spider to bring him the key and to destroy anyone who stands in his way. Doctor Octopus takes over and pins Peter against the wall while Ben leaves. Peter tries to tell Ben that it's him he wants and that it has nothing to do with Aunt May but he still doesn't listen. Doctor Octopus pins him down and taunts him about everything has to do with her and that he had so many opportunities to destroy him. He knocks against the upper wall and Peter tells him that he has noticed. Doctor Octopus tells him that his destruction will satisfy him and that he needed to break him and destroy everything he cares about. Peter webs at his tentacle and claims that he isn't broken yet but Doctor Octopus pins him to the ground. Doctor Octopus tells him that he is and reveals that his faith in other people is pathetic and that he knew he would accept Scarlet Spider into the Web-Warriors and that it was so naive. He wraps Peter in his tentacle and taunts him about his team making him strong but they were his greatest weakness that led him straight to defeat. He continues to beat Peter up and believes that he is breaking apart. Peter tells him that if he pushed Spider-Man to his limits then he must see what Peter Parker is capable of before firing web at him. Doctor Octopus dodges it before grabbing him and slinging him over. He taunts him about it being a shame that Aunt May being pulled into this plot but he stood in his way too many times and tells him to imagine her being collateral damage. Peter attacks him but Doctor Octopus wraps his tentacle around him and pins him to the roof. He continues taunting him about being passionate and that he struck a nerve. He continues pushing him into the roof and believes that this victory is becoming greater than he imagined. He continues taunting Peter about being broken, betrayed, that his Aunt May will pay the final price, that it's entirely his fault and asks him for any last words. Peter tells him that he lost Uncle Ben to a criminal once and that it's never going to happen again before he breaks the tentacle but the nanobots repair the tentacle. Peter retrieves his mask and escapes to get Sandman fighting. Doctor Octopus follows behind and orders Hydro-Man to destroy the Triskelion and everyone in it and leaves for the Parker house. While Sandman battles Hydro-Man, Spider-Man leaves for his home to save Aunt May. Doctor Octopus ambushes him and is surprised that Sandman joined his side and that it's inconsequential. He carries on chasing Spider-Man while revealing that Scarlet Spider is at Aunt May's house. He also claims that the key will be his before Spider-Man claims that Ben would never hurt her. Doctor Octopus knocks him away into another water tower. He tells him that he is forever the optimist and that is why he had failed before continuing his destination. He arrives at the house and finds Flash and Aunt May with Scarlet Spider. He knocks Flash out before greeting Aunt May (whom he remembers from the Contest of Champions). She runs for her life and Doctor Octopus gives chase before he corners her in the backyard. He flirts with her by telling her that they should get to know each other before Aunt May comments that he is not her type. Spider-Man knocks him away and takes Aunt May to safety but Scarlet Spider retrieves the key from her. Doctor Octopus takes it before criticizing him for finding it difficult to take the key from Aunt May. Scarlet Spider apologizes before Doctor Octopus turns the Anti-HYDRA weapon on. He aims it at the sky while claiming that his bonds will be broken and the weapon brings HYDRA Island back to Earth. Spider-Man tries to stop him but Scarlet Spider stops him. Doctor Octopus tells Spider-Man that he has been looking forward to this moment ever since Scarlet Spider stole Dr. Connors' research. He asks him if he knows what it can truly do before he blasts HYDRA Island. Spider-Man tells him that he knows what it doesn't do before commenting on making octopus doctors less annoying before continuing fighting Scarlet Spider. Doctor Octopus reveals that it is capable of manipulating the nanobots to make-up HYDRA Island allowing him to not only control it but also to manipulate it into his very own image. After the Anti-HYDRA weapon finishes changing HYDRA Island, the fortress sprouts tentacles and is introduced as OCTOPUS Island. Doctor Octopus and Scarlet Spider climb aboard and Doctor Octopus taunts Spider-Man that he can't save all the people in his neighborhood. He and Scarlet Spider watch from the top and he tells Scarlet Spider to witness what they have brought and asks him if it is not beautiful. He tells Scarlet Spider that it's just the way it should be and with him on his side, he will rule all. He uses the giant tentacles of OCTOPUS Island to destroy everything and everyone. While Spider-Man goes back into the house to save Flash, one of the giant tentacles crushes the house with both of them in it. Doctor Octopus becomes happy having that he finally destroyed his enemy whom he claims to have had pathetic responsibilities to help others and that it is almost poetic. They then enter the ship and proceed onto New York. Inside, they look around the island before Doctor Octopus comments that it is finally complete before Scarlet Spider gives him credit for his brilliance. They turn to find Zola caught in tentacles with Doctor Octopus claiming that he is another foe to finish. Zola berates him for his betrayal but Doctor Octopus tells him that *he* tried to control *him* and claims that it was a dangerous experiment and a system result. Before Zola can berate even more, Doctor Octopus destroys the screen on his robot body before throwing it across. He claims that HYDRA is his and that he destroyed Spider-Man and before he can comment even more, he is shot in the face by Spider-Man who survived along with Flash. Spider-Man tells him that he should be thorough with his research. Doctor Octopus becomes angry of his survival and Scarlet Spider attacks him. Spider-Man tries to talk sense into him but Scarlet Spider claims that he doesn't know loyalty before Spider-Man knocks him out of the way before attacking Doctor Octopus. He tells him that they both agree on something and reveals to have captured Aunt May. Spider-Man tries to save her but he is shot by Doctor Octopus with the Anti-HYDRA weapon before getting pinned down and punched many times. Aunt May convinces Ben to help him but Scarlet Spider is torn apart on his loyalty. Doctor Octopus claims that his attachment to other people has always been his weakness. Spider-Man asks him if he cares about anyone or anything before Doctor Octopus tells him that unlike him he has the discipline to the mind of not being bogged down by pity emotions before throwing him back. Spider-Man asks him if he really cared about Scarlet Spider before Doctor Octopus reveals that he is actually a successful servant who fulfills his purpose and nothing more. Unknown to Doctor Octopus, Scarlet Spider now sees the truth about Doctor Octopus not actually caring for him. Spider-Man is picked up by tentacles before Doctor Octopus reveals that he is going to teach him another dangerous lesson about compassion and orders Scarlet Spider to finish him off. As Doctor Octopus looks on the camera screen, he sees Scarlet Spider freeing Spider-Man and Aunt May to his shock. He berates him for betraying him and being the ever disappointment. Scarlet Spider rips off the mask and tells him that his name is: Ben Reilly. Doctor Octopus angrily tells him that he made him but Ben tells him that they made him who he is. Doctor Octopus fires at him but Ben dodges and destroys the Anti-HYDRA weapon before throwing him across the room. With the weapon destroyed, OCTOPUS Island begins falling apart. Doctor Octopus claims that he doesn't need help from others and escapes through a hatch. Scarlet Spider is able to save the city and crashes it into the ocean.

#### The Symbiote Saga: Part 1

Doctor Octopus is revealed to have been captured by HYDRA with Crossbones acting as its new leader. After Dr. Morbius returns from a fight with Spider-Man and the now fully recovered Agent Venom but has gained a sample of the Venom symbiote. Doctor Octopus, who is chained, claims that he is back in one piece. Dr. Morbius comments that he is not surprised and is also disappointed before telling him that HYDRA cannot trust him to leave the lab. Crossbones makes contact and Dr. Morbius reveals the captured Venom symbiote before revealing that he is following Zola's orders in his absence just like he promised. Crossbones angrily tells him that he doesn't care if he got the symbiote but he does want him to do something with it and he is also pleased that Dr. Morbius pulled off what Doctor Octopus couldn't which makes Doctor Octopus very angry. Dr. Morbius reveals that it is only the beginning and with Doctor Octopus as *his* assistant, he will create a weaponized armor for HYDRA in which no one has ever seen. Doctor Octopus becomes even angrier at having to be the lab assistant and claims that *he* is one of the greatest minds on the planet. Crossbones angrily reminds him that they watched him waste it on obsessing with Spider-Man. He also reminds him that with Zola and HYDRA Island gone, he is the new leader before telling him that he is lucky that Dr. Morbius needs him alive to finish the experiment before ending the contact. Doctor Octopus secretly tells him that he may have the advantage now but only he knows Spider-Man's greatest secret and that it is only a matter of time. Dr. Morbius asks him if he has the nutrient ready before Doctor Octopus reveals he increased the liquid concentrations to stabilise the reaction that he insisted upon and gives it to him. Dr. Morbius takes it and brags that Doctor Octopus made himself useful before telling him that out of all his creations, this will be the greatest creation he will ever be associated with. While Dr. Morbius's back is turned, Doctor Octopus experiments on a vampire bat formula. Dr. Morbius begins the experiment while also using sonic waves to get it working. The experiment becomes successful and it is revealed to be a red and black symbiote. Dr. Morbius finds it glorious and claims that Venom and Anti-Venom are all just stepping stones compared to the new symbiote and claims that his assistant is witnessing the birth of a perfect weapon. Doctor Octopus tells him that they will see before Dr. Morbius brags that one of them will and reveals that now that they are successful, he won't need Doctor Octopus anymore. He sends in two HYDRA Soldiers and Doctor Octopus angrily asks him what he is doing before Dr. Morbius reveals that he is finished working with him and orders the HYDRA Soldiers to see to him. Spider-Man and Agent Venom arrive having followed Flash's symbiote to the experimented symbiote. Doctor Octopus knocks the HYDRA Soldiers out and injects Dr. Morbius with the vampire bat serum. Dr. Morbius asks him what he had done while suffering the effects and Doctor Octopus reveals that he has turned him into his latest creation. Dr. Morbius in returns throws the red and black symbiote on him and it turns him into and red and black symbiote version on himself (he is referred also as Monster Ock). Spider-Man jokes about trying new skin cream before Monster Ock attacks him and chases him around. Dr. Morbius escapes and Agent Venom turns his attention on Spider-Man and Monster Ock who are still fighting. Agent Venom kicks him away but Monster Ock recovers. Agent Venom challenges him but his Venom symbiote which is afraid of the new red and black symbiote turns him back to Flash. Monster Ock then knocks him away and continues attacking Spider-Man. He comments about him wanting to slash and that he never talks. Spider-Man is able to dodge more attacks but Monster Ock throws him away. Spider-Man tells him that he preferred his old style which was a classic but his new look is too trendy and deadly. Monster Ock attacks and knocks him down but he moves up the tentacle and shoots web at him but Monster Ock blocks it and uses a wall to trap Spider-Man. Spider-Man asks him if he isn't going to give any speeches or claim how smart he is and before Monster Ock can attack him, Flash who is struggling to get his symbiote to work with him throws a container on his head. Monster Ock knocks the second away and attacks Flash. Spider-Man thinks of using the sonic agitator that Dr. Morbius used on Monster Ock to free him. Monster Ock grabs Flash and is about to end him before Spider-Man puts the sonic agitator on him which knocks him away and also frees him from the symbiote. While being separated from him, the symbiote neutralizes his nanobot form which turns him back into his crippled form and leaves him in a coma. The red and black symbiote, however, creates its own form and calls itself: **Carnage** (which is named after the first Carnage symbiote that Green Goblin created.).

#### The Symbiote Saga: Part 2

Doctor Octopus is only seen in a flashback when Spider-Man explains the events of the Carnage symbiote’s invasion.

#### The Symbiote Saga: Part 3

Doctor Octopus is only mentioned when Morbius reveals about how he became a vampire after Doctor Octopus injected him. When Carnage Queen turns against her creator, Crossbones angrily tells him that if he thinks he can reason with her then he is a bigger fool than Doctor Octopus ever was.

#### Strange Little Halloween

Doctor Octopus's nanobot form was seen as an illusion to fight Spider-Man, Ant-Man and Doctor Strange during Baron Mordo's attack on Halloween.

#### The Spider Slayers: Part 1

Sometime later, Doctor Octopus recovered from his coma and went to the old HYDRA lab base to find his research that Zola and he worked on called: Project Kaine. He goes through the files on the computer but then realises Zola took them. He is then met by Spider-Man, Scarlet Spider (who survived the crash) and Spider-Woman (Mary Jane Watson who gained the powers of the Carnage symbiote) and tells them except Spider-Woman whom he had never met before that they arrived early and reveals that he thought the Synthezoids that he released earlier on the three would keep them busy. Scarlet Spider who is trying to find out about his origins (since Doctor Octopus lied to him about his origins of being the first Spider) tries to attack him but Spider-Man tells him to wait before Doctor Octopus releases more Synthezoid versions of Scarlet Spider and he reveals that he had plenty of his DNA on it. The three are able to defeat them but Doctor Octopus finds that all of his data has been taken and blames Zola for it. A Scarlet Spider Synthezoid is knocked into him and before Spider-Man can tell him it's over, Scarlet Spider threatens Doctor Octopus with his stinger, ready to end him. Doctor Octopus begs him to wait with Spider-Man agreeing and persuades Scarlet Spider to let him get the answers from his creator. Scarlet Spider angrily tells him to talk and Doctor Octopus reveals to him that he was HYDRA's first attempt to create an arachnid powered soldier but they kept failing and Zola had no choice but to partner up with him. Spider-Man asks him about helping Zola and Doctor Octopus reveals that he revitalized Zola's crude approach with his elegant biological research and taunts that Zola may have started Scarlet Spider but *he* perfected him and that Scarlet Spider is his masterpiece with Spider-Woman commenting about him being a piece of work. Spider-Man threatens Doctor Octopus to get to the point or Scarlet Spider will end him. Doctor Octopus reveals to Scarlet Spider that he has a unique fascinating past and that knowing it will change everything about who he is. Scarlet Spider out of anger, demands that he tell him who he is. Doctor Octopus tells him that he wouldn't believe him if he did tell him but the proof of his origin and everything he seeks is on HYDRA Island. Spider-Man reminds him of it having sunk to the ocean. Doctor Octopus reveals that the island is still active as well as Zola. He also reveals that Zola holds the key to Scarlet Spider's origin while he came to find his long-lost research, only to discover that like Scarlet Spider's old life, Zola stole it. He reveals that Zola is still down in the ocean along with the answers to who Scarlet Spider is. Scarlet Spider believes Doctor Octopus to be lying but he assures Scarlet Spider that he isn't and asks him if he is going to kill him, the only one who can lead him to the truth. Scarlet Spider tells him that he is taking him there right now. Spider-Man tries to stop him but he and Spider-Woman are webbed up and Scarlet Spider tells him that he said the truth was more important than revenge. Spider-Man tells him that taking a supervillain to a sunken fortress is not what he meant. Scarlet Spider puts Doctor Octopus in a submarine and while Spider-Woman leaves to go get the rest of the Web-Warriors, Spider-Man tags along with Scarlet Spider and Doctor Octopus to HYDRA Island.

#### The Spider Slayers: Part 2

Spider-Man complains about the submarine's space before Doctor Octopus reveals that it was designed for two and that he did not expect to pick up a hitchhiker this deep in the ocean. Scarlet Spider tells him that they are going too slow and that they need to get to HYDRA Island. Doctor Octopus complains that they don't need Spider-Man as another babysitter and Scarlet Spider agrees, claiming that he can take care of himself. Spider-Man defends himself for having come along to keep an eye on Doctor Octopus. Doctor Octopus reveals that he did keep his secret identity safe and also reveals despite his prejudice beliefs about him, he does have a code of honor. He reminds him that they have a common enemy: Arnim Zola. HYDRA Island becomes aware of the submarine and prepares to engage. Doctor Octopus reveals that it is an automated system of his design and pushes a button on the submarine to let it let them in but nothing happens. He realizes that it has been deactivated and tells Spider-Man and Scarlet Spider that they must open HYDRA Island's airlock while he deals with any other triggers they might set off. Spider-Man and Scarlet Spider swim to it but tentacles with blasters from the Island appear to destroy them. The two believe Doctor Octopus to have betrayed them before they see Doctor Octopus in his underwater octopus diving suit coming towards them and he reveals that the unfortunate situation was not his fault and that HYDRA Island seems to have locked him out and yet the two were so quick to doubt him and he destroys the tentacles with blasters. He also tells them that he will never trust the opinions of others before destroying the rest of the tentacles. He grabs Spider-Man and angrily tells him that he does not need to explain why he is trustworthy before calling him a pathetic fool. Spider-Man tells them that both he and Scarlet Spider are both high-strung and asks Doctor Octopus if he has a happy place in his imagination like a laboratory with his own face on it. Doctor Octopus releases him while claiming that he's always making jokes and that he finds nothing funny about the situation in which they will find themselves in. Spider-Man jokes about him not laughing and that he finds himself hilarious. They enter HYDRA Island with Doctor Octopus leading the way. He warns them that there might be more motivated traps ahead of them and tells them to stay focused if they are capable before he carries on leading them. Spider-Man comments that it was creepy when it was floating in the sky before a saw appears. Spider-Man saves Doctor Octopus while Scarlet Spider goes to destroy it. Doctor Octopus admits that it is interesting and expresses his gratitude to Spider-Man. Spider-Man is surprised by this before Doctor Octopus reveals that there are certain situations for such social interactions that are logical and tells Spider-Man that he knows so very little about him. As he leads them on, Scarlet Spider angrily tells him that he is tired from all this and demands to know where his answers are. Doctor Octopus tells him to be patient and reveals that they are almost at the lab which has the secrets to his past. While Spider-Man tries to help Scarlet Spider with his anger, they are attacked by an unknown assailant. Two more appear with Spider-Man commenting that they woke the mean neighbours. The assailants are revealed to be spider-themed creatures and they each reveal their powers. Scarlet Spider angrily asks what they are and Spider-Man believes them to be a trap Doctor Octopus pulled them into. Doctor Octopus walks towards them and tells them to hold while revealing that they are called Delta-Nine and they obey. He reveals to Spider-Man and Scarlet Spider that they are not a trap and that they are most advanced Synthezoids ever created. He reveals that he designed them but Zola finished them so that they can assist them. The blue spider-themed Synthezoid with spikes tells him that he has no control and he and the other spider-themed Synthezoids attack. Doctor Octopus realises that Zola has locked him out of the Spider Slayers voice command. He attacks the blue spider-themed Synthezoid but misses before the giant armoured spider-themed Synthezoid knocks him away. While fighting the blue spider-themed Synthezoid, Spider-Man comments about digging the name personally. Doctor Octopus reveals that they were designed for one purpose before Spider-Man comments that he kind of just gave them that before suggesting the "**Spider Buggies**" while at it. Doctor Octopus introduces blue spider-themed Synthezoid with spike powers as: Bone Spider, the giant armoured spider-themed Synthezoid as: Goliath Spider and the white spider-themed Synthezoid with appearing and disappearing powers as: Ghost Spider. He grabs Ghost Spider but he shocks him before disappearing. Ghost Spider tackles him into the main room before disappearing. Scarlet Spider is also knocked into the room by Goliath Spider. Doctor Octopus tries to attack Ghost Spider but he keeps disappearing and appearing and tackles Doctor Octopus down and comments that the fight is fun before Doctor Octopus tries to grab him but he disappears again. Spider-Man appears with Bone Spider before he and Scarlet Spider beat Bone Spider and Goliath Spider. Scarlet Spider realises that when he gets close to the Synthezoids, he gets angry. Doctor Octopus reveals that he was designed to be that way before the Spider Slayers attack them and Spider-Man asks Doctor Octopus what this is all about. Doctor Octopus takes on Goliath Spider who knocks his tentacle before Doctor Octopus manages to subdue him and pin him to the ground. He reveals that they are looking at Zola's Weapon S program who are the Spider Slayers and their commander who is Scarlet Spider. Scarlet Spider accuses him and Zola for brainwashing him, for stealing his memories and to lead a Synthezoid Hit Squad. Doctor Octopus tells him that only humans have memories to steal but "*he*" is a Synthezoid just like his Synthezoid brothers. Scarlet Spider is shocked by this before Doctor Octopus tells him that he wanted the truth and reveals that he wouldn't believe him if he didn't see the Spider Slayers for himself and that he understands his true purpose. Ghost Spider appears and shocks Doctor Octopus into letting Goliath Spider go. Doctor Octopus attacks him but he disappears and appears behind Doctor Octopus and throws him away. Scarlet Spider is too shocked to do anything before Spider-Man convinces him to help. While fighting, Doctor Octopus returns the favour to Spider-Man by saving him from getting hit by Goliath Spider. Ghost Spider appears again and shocks Doctor Octopus into letting go again before Bone Spider kicks him. Scarlet Spider tackles both of them and threatens that if he wants his help then he must admit that he is lying. Doctor Octopus tells him that everything is true, that he is different but he is one of them and that his memories have been implanted. Scarlet Spider angrily claims that he is not one of them but Doctor Octopus reveals that his Synthezoid DNA was mixed with too much Spider-Man DNA and reveals why he is so affected by his true mission. He reveals that Zola removed all humanity from the Spider Slayers making Scarlet Spider believe that they are monsters. Scarlet Spider calls Doctor Octopus a traitor as he sees him leaving. Doctor Octopus heads to the old lab and finds his nanobot tech and puts into his breathing apparatuses. It affects him but changes his appearance once again and he claims that it was how he originally designed it to work. Just as Spider-Man and Scarlet Spider are having trouble fighting the Spider Slayers, Doctor Octopus appears with his appearance had changed him to have a green and yellow costume with red glasses, his tentacles have changed as well and that he can move his arms and legs again. He attacks the Spider Slayers and is able to beat them with his new appearance. Scarlet Spider is surprised by his return before Doctor Octopus tells him that he is a man of his word and accuses them for not showing respect for him. Spider-Man asks if his nanotech can build cages before Doctor Octopus reveals that it can do anything. He breaks the doors and he changes them into cages. They are able to capture the Spider Slayers and Spider-Man realises that there is more to his enemy than he could imagine. Doctor Octopus reveals that he wants one more person to say that and turns Zola back on. Zola is surprised with having come back online before Doctor Octopus reminds him that he is still in HYDRA Island and reveals that he wanted him to see that no one imprisons him and accuses him of stealing his research but he has taken it back. Zola calls him a foolish little man and before he can tell him that HYDRA cannot be stopped, Doctor Octopus destroys the screen. He then leaves for an escape pod with Spider-Man asking him where he is going. Doctor Octopus reveals that he honoured the deal but they must find their own means of escape before leaving in the escape pod. Spider-Man and the Web-Warriors are still able to stop HYDRA for good.

#### The Spider Slayers: Part 3

Doctor Octopus is only mentioned when the Web-Warriors discover that Kaine is still alive and has been attacking everyone. As Kaine has the upper hand he tries to reason with Scarlet Spider with joining him but Spider-Man tries to reason with Kaine that not all humans are bad and that it was Doctor Octopus who did this to them but Kaine refuses to listen. Kaine along with the Spider Slayers are destroyed.

#### Graduation Day: Part 1

The graduation day arrives and Peter and his friends are getting ready to graduate from S.H.I.E.L.D. Academy. He goes down for breakfast only to find Doctor Octopus in his house and eating his breakfast. Peter tells him that he has a terrible idea and that coming to his house is the most stupid thing he's ever done but Doctor Octopus is not fazed. Peter tries to put the S.H.I.E.L.D. defenses on but Doctor Octopus reveals that he disabled the S.H.I.E.L.D. defenses weeks ago and since he discovered his identity, he has been keeping an eye on everything he does, him and Aunt May. Peter takes back what he said and claims that threatening Aunt May is the stupidest thing he's ever done before Doctor Octopus reveals that he has not come to fight but make a deal: that he never puts on the Spider-Man mask again and Aunt May will live. Aunt May calls Peter about the breakfast but Peter is able to pretend that his breakfast is delicious as always. He then accuses Doctor Octopus for threatening him almost every day and asks why he is going to take him seriously. Doctor Octopus uses his tentacle to show images of Aunt May and reveals that his Octobots with cameras are everywhere. He reveals that he has been keeping watch over his aunt and that he has only to say the word and Aunt May will be killed. Peter asks him about doing it now before Doctor Octopus reveals that he had to wait until all the cards were on the table and now they are. He tells Peter that he trusts that he will make the right decision before leaving. Peter puts the Spider-Man costume on and takes Aunt May to the Triskelion before assembling all of his teams. It is revealed that there are his lab locations with his well-known associates that should lead Spider-Man and his teams to him. After Spider-Man, his classic team and the New Warriors are able to apprehend Scorpion, Crossbones (whom Doctor Octopus kidnapped because of his treatment from him and has had him turned into a lizard), Kraven and Vulture, Spider-Man leaves to help the Web-Warriors defeat Rhino at the boathouse by trapping him in the river. Spider-Man gets him to reveal where Doctor Octopus is before he reveals that Doctor Octopus is close to them. Doctor Octopus appears from under the water before he taunts Spider-Man for not listening to him. He attacks the Web-Warriors while telling Spider-Man that he was warned before calling Spider-Man a pathetic child and angrily tells him that he gave him an ultimatum in which he chose to ignore and that becoming Spider-Man again will be his final mistake. Spider-Man tells him that *he* made the mistake and tells him that he can eat his breakfast but he can never threaten Aunt May. Spider-Man and the Web-Warriors are able to defeat him by shocking him. He is taken along with his other associates into the Triskelion's prison. Spider-Man and Aunt May are about to leave for the outside to attend the ceremony and just as they pass Doctor Octopus's cell, he tells Spider-Man that it is a shame that he didn't listen to him and that his aunt could've been protected. Aunt May tries to tell Spider-Man to ignore him but Spider-Man tells her that he can handle this. He tells Doctor Octopus that ever since they first met, he scared him but he came a long way since then and instead of hiding, he hunted him down before asking Doctor Octopus if he didn't count on that. Doctor Octopus reveals that he did count on it before he reveals that his armor is insulated with electric shock before pressing a button on his belt which blasts the cells open. When the smoke clears, Spider-Man sees the six prisoners free and Aunt May is being held in Doctor Octopus's tentacles. Doctor Octopus thanks Spider-Man for assembling his **Superior Sinister Six** and reveals that it was a setup to bring them all together inside the Triskelion and that he and his friends played their parts perfectly. Kraven and Scorpion hold Spider-Man down before he demands that they leave Aunt May alone. Doctor Octopus reveals that he did his research and that he knows about his Uncle Ben, that Aunt May is the only family he has left and that he is going to kill her to make Spider-Man an orphan once and for all. He tells her that he warned her nephew of the consequences and that it is now on his head. He uses one of his tentacles to threaten to kill her while commenting that it will hurt her far more than Spider-Man. Spider-Man tells him to stop but Doctor Octopus unsparingly tells him that he had his chance. Spider-Man tells him that he will do anything making Doctor Octopus spare her. He takes an injection gun with a cure. He asks him if he is a big believer in second chances and reveals that he can give him one. He also reveals that he had spent so much time trying to replicate his powers but recently it occurred to him that he could do just the opposite. He tells Spider-Man that if he injects himself with the serum then his powers will be gone. He tells him that his days of playing teenage hero will be done but he will have saved his aunt before warning him against making another poor decision. Aunt May tries to get him to refuse but Spider-Man tells her that he doesn't want to lose her and takes the cure. He discovers that his powers are really gone before Doctor Octopus starts to test it by hurting him and destroying his web-shooters before pulling the mask off, claiming that he is Spider-Man no more. He pushes him into the cell before releasing Aunt May seeing as that he is a man of his word. Peter claims that he may be depowered but the assembly of heroes is out there to stop him and that he picked the wrong day to do this. Doctor Octopus makes a hole in the wall before revealing that he made it easier for him and thanks him for gathering his enemies in one place. He then uses his belt to create hard-like shell dome around the heroes (which include Spider-Man's classic team, the New Warriors, the Web Warriors, the Avengers, Doctor Strange, Director Fury, Patrioteer (who was freed from the Anti-Venom symbiote) and Dr. Connors) and people who fight to gain freedom but are unable to break free. Peter remembers the plans that were found in the first lab before Doctor Octopus taunts him about not knowing his true plan and reveals that not only did he create an energy shell but the shell is also contracting. He taunts that like Spider-Man the heroes will finally be crushed, that it's all thanks to him and that he is literally powerless to stop it.

#### Graduation Day: Part 2

Peter tells Doctor Octopus that he got what he wanted and that he doesn't have his powers anymore but Doctor Octopus grabs him and holds him out the hole in the wall above the energy shell. He agrees with him but he doesn't know if he could comprehend the extinct of his victory. He tells him to take a closer look at his handy work and to look at them: the heroes at his mercy. He reveals that as they make attempts to gain freedom, they will know that it is his fault. He also reveals that he is now certain that they will regret never respecting his true genius and that they will have no time to regret it for long since the hard shell is collapsing on them. He tauntingly asks where his jokes are and asks if he does not care to quit since his friends are crushed. Peter tells him that he has nothing to say to him before Doctor Octopus tells him about caring to listen if he did before taunting him that without his powers, he is nothing. He continues taunting Peter that he cannot deny the brilliance of the plan he had set in motion. When Peter asks if he is the first person to bully him, Doctor Octopus angrily reveals that it was "*him*" that was bullied and pushed around by those unable to appreciate his genius and that he has now proven to be the greatest mind in the world while he shakes Peter a bit. Aunt May persuades him to stop but Doctor Octopus reveals that he is not going to do anything to him or else he would've been under the dome. He claims that he has already destroyed Spider-Man and doesn't care what happens to Peter Parker. As he and the Superior Sinister Six leave, he tells him that he almost brought down the entire group almost by himself and tells him that a locked door will defeat him and locks him and Aunt May in. Spider-Man is about to give in to defeat but Aunt May convinces him to not give up. He manages to escape the Triskelion and Vulture before he makes it to Oscorp because it is the only way to get his powers back. Doctor Octopus watches and taunts the heroes about being nothing before him before he sees that Norman is not in the dome and leaves for Oscorp. At Oscorp, Norman who is trying to help Spider-Man regain his powers back (He is revealed to be aware of Peter being Spider-Man after recovering his memories.) they discover that Doctor Octopus had another secret lab at Oscorp and had recovered the spider that bit Peter and gave him his powers. After getting the spider to bite him, they believe that his powers should return immediately. The Superior Sinister Six arrive and Doctor Octopus tells Norman that he hoped for him to at the graduation but then realized that killing him in the lab would be better and throws him to Spider-Man. He is shocked to find Spider-Man in the lab and orders the other four members to attack. Spider-Man tries to kick him but he finds that the bite hasn't given him his powers back making Doctor Octopus believe that he still has won. Spider-Man and Norman are able to escape to the Level Nine underground lab. They discover that after years of being Spider-Man, Peter built up a resistance to radiated spider venom. Meanwhile, Rhino has difficulty in trying to break the elevator door making Doctor Octopus angry at about having him on his team if he cannot break a door. Scorpion suggests bringing the entire building down making Doctor Octopus agree with him. Meanwhile, Spider-Man and Norman discover that the variants in Peter's blood are extremely rare and realize why Doctor Octopus had such a hard time trying to replicate his powers. They both realize that it wasn't just the spider being special and that it was always Peter. The Superior Sinister Six are able to escape after bringing down the entire building. Doctor Octopus believes it to be fitting that both of his enemies were both crushed under the building but Norman and Spider-Man who has regained his powers back are shown to be alive. He jokes about having a lot of lives and that Doctor Octopus should admit it before throwing a boulder at him and the Superior Sinister Six members. Doctor Octopus tells him that he is only thinking of his destruction. He along with Scorpion attacks him but he dodges them. Norman flees after threatening Doctor Octopus for the damage he caused. Spider-Man dodges an attack from Scorpion before jokingly telling them that they don't seem happy to see with his powers back and that he could share a moment with them. Doctor Octopus, along with the other members, continues chasing him with Doctor Octopus telling him that with so many efforts, he will still not be able to save his friends and that it is embarrassing. Spider-Man then comments to him that he doesn't understand how *his* tolerance for being embarrassed is making Doctor Octopus out of anger attack him. Spider-Man is able to dodge the attacks before ending the chase. He jumps behind Doctor Octopus and pulls him down and takes the cure gun from his belt. Doctor Octopus attacks him but Spider-Man dodges it and comments that he needs a breath mint. Vulture returns and attacks him but Spider-Man dodges him twice and shoots him with the cure gun, making Vulture crash into Doctor Octopus. Spider-Man tells Doctor Octopus that the cure he used on him could also work on other people they know. Vulture turns back to normal and regains his memories back in the process. Spider-Man also cures Crossbones and Rhino back to normal. Crossbones thanks him but tells him that it's not his battle before leaving. Spider-Man then defeats Scorpion but is then caught in a net by Kraven who is about to end him but Adrian Toomes and Alexander Sytsevitch save Spider-Man by crushing him before freeing Spider-Man. Doctor Octopus knocks them down and angrily reveals that after all he did to empower them, they'd have respect not to betray him. Spider-Man then realises the reason on why Doctor Octopus is acting evil because of nobody respecting him. Doctor Octopus again claims to be the greatest mind on Earth and that he will remain unrecognized no longer. Spider-Man tells him to look at the destruction and reasons that nobody knows he's a genius because of the destruction he causes. Doctor Octopus then claims that he sees power and believes that "*With great power, comes great fear and with great fear, comes great respect*". Spider-Man webs up his tentacles and ties him up while telling him that he and his friends aren't afraid of him before Doctor Octopus claims that he will make him afraid and injects himself with Octopus DNA. As an octopus mutant, he claims that he would be seen for his brilliance but the world only respects power and that he is most powerful. Unknown to himself, he begins losing his mind to his mutant self and attacks Spider-Man. He grabs Spider-Man and manages to tell him to help him before losing his mind again to his mutant self. He throws Spider-Man but this gives Spider-Man time to grab the cure gun finding that there is only one more vial of the curing serum. Mutant Doctor Octopus carries on attacking Spider-Man but he climbs a building with Mutant Doctor Octopus giving chase. Spider-Man comments that it is time to give him a taste of his own medicine and throws the cure into his mouth. This cures Doctor Octopus of his mutant form but he falls. Spider-Man saves him but Doctor Octopus sadly asks him why he would save him after all he did to him, to his friends and Aunt May and claims it to be illogical. Spider-Man wisely tells him that being a hero isn't always logical and tells him that if he wants to be respected for his mind, he should try using it to help someone other than himself. Doctor Octopus tells him that he should realize that he designed that dome to perfection and that there is no way to stop it and believes that even he can't stop it. Spider-Man tells him that he will have to be smarter than him and that there is always a way before leaving. Seeing the error of his ways, Dr. Octavius follows Spider-Man back and helps him modify the equipment to create a ray gun to free the heroes. Spider-Man thanks him for coming back and for using his intelligence to help someone other than himself. Dr. Octavius begins telling himself that he is only motivated what this challenge represents and nothing more. Spider-Man tells him to keep telling himself that and after finally completing the ray gun, Dr. Octavius destroys the dome which frees everyone. All the superheroes are surprised by Dr. Octavius's redemption and after they complete the ceremony, Dr. Octavius willingly turns himself in. Spider-Man is with Iron Man discussing about Dr. Octavius being brilliant. Spider-Man believes that it may be crazy but it is possible to convince him to use that brilliance for good. Iron Man agrees with him about it being crazy but it is possible and that some of the heroes have pasts that they're not proud of either before congratulating him. He then flies away with Dr. Octavius to prison to possibly begin his redemption.

## Relationships

### Friends and Allies

* Spider-Man's Classic Team - Former Enemies
	+ Spider-Man/Peter Parker - Ally, Former Arch-Nemesis and Former Attempted Victim
	+ White Tiger/Ava Ayala - Ally and Former Enemy
	+ Iron Fist/Danny Rand - Ally and Former Enemy
	+ Power Man/Luke Cage - Ally and Former Enemy
	+ Nova/Sam Alexander - Ally and Former Enemy
* New Warriors - Allies and Former Enemies
	+ Cloak/Tyrone Johnson - Ally and Former Enemy
	+ Dagger/Tandy Bowen - Ally and Former Enemy
* Web-Warriors (Mainstream Universe) - Former Arch-Enemies
	+ Agent Venom/Flash Thompson - Ally, Former Arch-Nemesis and Former Enemy
		- Venom (mass-produced version) - Creation, Enemy and Former Ally
	+ Iron Spider/Amadeus Cho - Ally, Former Arch-Nemesis and Former Enemy
	+ Scarlet Spider/Ben Reilly - Creation, Ally, Former Arch-Nemesis, Former Teammate and Former Enemy
	+ Kid Arachnid/Ultimate Spider-Man/Miles Morales - Ally, Former Arch-Nemesis and Former Enemy
* S.H.I.E.L.D. - Allies and Former Enemies
	+ Nick Fury - Former Enemy
	+ Phil Coulson - Enemy
	+ Lizard/Dr. Curt Connors - Ally, Friend, Experiment and Former Enemy
* S.H.I.E.L.D.'s Academy - Allies and Former Enemies
	+ Patrioteer/Venom/Anti-Venom/Harry Osborn - Ally, Experiment, Former Enemy and Former Attempted Victim
	+ Spider-Woman/Mary Jane Watson - Ally and Former Enemy
		- Carnage (Second Version) - Creation, Enemy and Former Symbiote
	+ Rhino/Alex O'Hirn - Enemy, Experiment, Former Ally and Former Teammate
	+ Vulture/Adrian Toomes - Experiment, Enemy, Former Unwilling Ally and Former Teammate
* Avengers - Allies and Former Enemies
	+ Iron Man/Tony Stark - Ally and Former Enemy
	+ Captain America/Steve Rogers - Ally and Former Enemy
	+ Hulk/Dr. Bruce Banner - Ally and Former Enemy
	+ Thor - Ally and Former Enemy
	+ Ant-Man/Scott Lang - Ally and Former Enemy
* Frightful Four - Allies
	+ Wizard/Bentley Wittman - Ally
	+ Thundra - Ally
	+ Klaw/Ulysses Klaw - Ally
	+ Trapster/Peter Petruski - Ally
* Other Allies
	+ Taskmaster/Tony Masters - Ally
	+ Electro/Max Dillon - Ally and Former Teammate
	+ Beetle/Abner Jenkins - Ally and Former Teammate
	+ Absorbing Man/Carl Creel - Ally
	+ Zzzax - Ally
	+ Titus - Ally
	+ Skurge - Ally
	+ Doctor Strange/Dr. Stephen Strange - Ally and Former Enemy
	+ Batroc the Leaper/Georges Batroc - Ally
	+ Boomerang/Fred Meyers - Ally
	+ Ultimate Green Goblin/Norman Osborn - Ally, Former Enemy, Former Attempted Killer and Former Teammate
	+ Hydro-Man/Morris Bench - Ally and Former Teammate
	+ Anti-Venom † - Creation and Ally

### Enemies

* Sinister Six - Enemies and Former Teammates
	+ Kraven the Hunter/Sergei Kravinoff - Enemy and Former Teammate
	+ Scorpion - Enemy and Former Teammate
* HYDRA - Allies turned Enemies
	+ Arnim Zola - Ally turned Enemy
	+ Crossbones/Brock Rumlow - Enemy
	+ Morbius the Living Vampire/Dr. Michael Morbius † - Ally turned Enemy and Experiment
	+ Baron Karl Mordo - Former Ally
	+ Spider Slayers (Synthezoids) - Former Allies turned Enemies
		- Kaine † - Former Ally turned Enemy
		- Bone Spider † - Former Ally turned Enemy
		- Ghost Spider † - Former Ally turned Enemy
		- Goliath Spider † - Former Ally turned Enemy
* Oscorp - Enemies and Former Allies
	+ Green Goblin/Iron Patriot/Norman Osborn - Enemy, Attempted Killer and Former Ally
* Venom (Oscorp) † - Creation and Enemy
* Other Enemies
	+ Loki - Ally turned Enemy
	+ Ka-Zar/Kevin Plunder - Enemy
	+ Zabu - Enemy
	+ The Collector/Taneleer Tivan - Enemy
	+ Black Widow/Natasha Romanoff - Enemy
	+ Hawkeye/Clint Barton - Enemy
	+ She-Hulk/Jennifer Walters - Enemy
	+ Sandman/Flint Marko - Enemy
	+ Aunt May - Enemy

## Powers and Abilities

* **Genius-Level Intellect:** As a former scientist, Otto Octavius has a genius-level intellect in the fields of sciences, genetics, strategy, & technologies. Even Spider-Man has recognized his genius and made it publicly known to be possibly unparalleled.
	+ **Bio-Engineering:** He is also a genetics, chemistry & DNA specialist, being able to identify that OsCorp technology was utilized in producing Spider-Man. He was also able to manufacture the infamous "Goblin Serum", the Anti-Goblin Serum, Venom & even Scarlet Spider's enhanced spider-based powers. He has created his Spider-Soldiers, Venom & the infamous Anti-Venom. He created the Lizard Serum, as well as an infectious version of the Lizard Serum, Rhino Serum, Vulture Serum & other animal-based serums.
	+ **Cyber Robotics:** He also displays an aptitude in robotics & mechanical engineering, being able to create technological enhancements for his mercenaries & other Octo-Bots used for combating Spider-Man. He was even able to create a suit of armor from most of Tony Stark's specs, as well as his new nano-machines.
	+ **Master Strategist:** He has displayed great skill in tactical analysis & various strategics, although his tactics always have a flaw at times. He is able to watch Spider-Man for most of his new inspirations, such as his nanotechnology, Sinister Seven, Spider-Slayers as well as many other animal themed bio-enhancement programs.
	+ **Manipulation:** He was able to manipulate the Web Warriors into freeing Hydro-Man for his Sinister Six. He was even able to manipulate Vulture into remaining loyal to him. this was before he took over his mind. He is also a master of manipulation & persuasion, being able to convince the un-negotiable, sociopathic Demonic Goblin, to join his Sinister Six as his "ally".
	+ **Psychological Warfare:** Dock Ock does have very advanced skills relating to psychological warfare. He can pray on people's weaknesses and use them as leverage. He was able to threaten Spider-man into giving up his powers in exchange for him sparing Aunt May's life.
* **Resources:** Doc-Ock always has a vast amount of resources, laboratories, possibly funding, and allies. He now has an even greater arsenal at his disposal after affiliating with Hydra. He was even able to recruit test subjects off the streets by offering them financial compensation in exchange for participating in his "research".
* **Nanite Manipulation:** During the Spider Slayers saga, Ock managed to enter the entombed Hydra Island and retrieve his original nanotechnology and placed it into his breathing harness. This allowed him to reform his tentacles and revitalize his damaged physiology. Ock is also able to manipulate the on-board nanites to perform a variety of functions.
	+ **Regenerative Systems:** Doc Ock was able to manipulate the onboard nanites into permanent healing the physical disabilities and respiratory damages doe to his body. This resulted in him regaining his natural breathing and it even healed his paralysis, enabling him to use his limbs. This even restored his physical functions and added muscle mass, making him physically healthy.
	+ **Nanite Constructs:** He can use the onboard nanites to quickly re-purpose metals into forming metallic objects. This was seen when he used two metal walls to create cages for the Spider Slayers. He was also able to create new tentacles for himself and a nanite belt.
		- **Tentacles:** His existing tentacles have also been broken down and reformed by the new onboard nanites. These tentacles are more lethal and capable of self-repair if damaged.
			* **Superhuman Strength:** By wrapping his tentacles around his limbs, he has a certain degree of superhuman strength, enough to go toe-to-toe with the Goliath Spider.
	+ **EMP Device:** He has a device in his nano-tech belt which can fire an electromagnetic pulse which disables high etch systems, such as S.H.I.E.L.D.'s prison cells.
	+ **Shielding Systems:** It even has an invisible force field, protecting him from physical damage and most notably, electrocution.

### Formerly

* **Tentacles:** His tentacles allow him to have superhuman strength & mobility. They also have various other weaponry.
* **Life-Support Systems:** His suit has life-support systems responsible for his nourishment, by providing his body with the essential vitamins, minerals, and proteins or any other medications needed for his sustenance & survival. Its main function is supplying air to his damaged respiratory systems & making sure the oxygen is being circulated regularly through his circulatory systems. This also makes up for his paralyzed legs.
* **Nanite Manipulation:** During the first half of season 4, Doc Ock used an army of nano-octobots to upgrade his tentacles, armor, and breathing harness. He has absolute mental control over his nano-machines. He can even use these nano-machines to gain a new set of powers.
	+ **Armored HYDRA Suit:** During the first half of season 4, Doctor Octopus utilized an advanced body armor made from a fleet of his nanites. he utilizes a nanotech upgraded shell, which is extremely durable & has the HYDRA insignia on it. It also has an improved breathing harness.
		- **Life-Support Systems:** His suit has life-support systems responsible for his nourishment, by providing his body with the essential vitamins, minerals & proteins or any other medications needed for his sustenance & survival. Its main function is supplying air to his damaged respiratory systems & making sure the oxygen is being circulated regularly through his circulatory systems. This also makes up for his paralyzed legs.
		- **Advanced Durability:** The HYDRA Armor is highly resilient to physical trauma and was able to protect Doc Ock from many life threatening events. Even after being blasted by the Patrioteer, beaten by the Spider-Men and vulture, it was still without a scratch. After falling from massive heights, as it did in HYDRA Attacks, Part 2, it suffered no significant damage.
		- **Tentacles:** His tentacles have been enhanced, allowing him better superhuman strength, mobility, and durability as well as other various superior weaponry. The claws of Ock's tentacles now have the ability to infect other armors with his Swarm Octobots. He is able to overpower and lift heavy weaponry with his tentacles. He was even able to pin Spider-Man down and harm the latter beyond his durability.
		- **Technokinisis/Technology Manipulation:** He even utilized the onboard nanites to grant him the ability to mentally control technology, via infecting technological equipment with his nanites.
			* **Technological Assimilation:** His nanites were able to "eat" & "rebuild" the S.H.I.E.L.D. Tri-Carrier into a HYDRA Island.
			* **Technological Upgrading:** He utilized his nano-machines to enhance the Vulture's armor's capabilities as well as give it a brand new look.
			* **Techno-Regeneration:** The nanobots can be used to rapidly repair damage done to Doc Ock's cybernetic parts. It is unknown if the same "repairing" power applies to Doc Ock's biological organs. He can even utilize such an ability to repair the technological equipment of his allies. His techno-regenerative abilities were seen in The New Sinister 6: Part 2, when Spider-Man destroyed one of his tentacles in anger, he immediately regrew a new one instead.
			* **Mind Control:** By infecting someone's exoskeleton with his nanites, he is able to gain control over their will and can force them to do his bidding. An example is when he used this ability on Vulture after he started to rebel against Doc Ock's wishes.

 File:Tentacles.png
* **Asgardian Armor**: During Loki's campaign to take over New York city and frame Spider-man for the collateral damages, Loki grafted Doc Ock with an exoskeleton made from asgardian metal, giving Doc Ock's prosthetic tentacles the same levels of strength as the Asgardian Destroyer as well as made him borderline invulnerable to all form of physical attacks. Doc Ock could take on the likes of beings like Asgardians and the Avengers with such power.

* **Prosthetic Tentacles**: Doctor Octopus previously used a series of weaponziable prosthetic limbs which were attached to the back of his breathing harness. It allowed him the ability to move around due to his paralysis. Despite being prosthetic limbs for movement, the tentacles are formidable weapons in combat. The arms were incredible strong and possess greater mobility. They also had weaponizable tools such as saw blades, tazers and chemical injectors.

* **Iron Octopus Armor**: In addition to his tentacles, he also briefly utilized an technologically advanced suit of armor which ran on an incomplete arc reactor power source. The incomplete arc reactor was ultimately unstable and thus malfunctioned the exoskeleton.

## Weaknesses

* **Inferiority Complex:** He is always emotionally hurt if someone treats him like a slave. Spider-Man has exploited this many times. He even managed to trick him into turning on Loki, HYDRA & the Green Goblin because they treated him like a slave.

### Formerly

* **Respiratory Deformity:** After the accident, Doctor Octopus injuries had affected his breathing and had to be fitted with a special harness to enable him to breathe. If the holes are blocked, Doctor Octopus can fall unconscious from the lack of air in his lungs. However, after gaining regenerative abilities via nano-machines, he managed to heal his respiratory deformities.
* **Paralysis:** He also is incapable of using his legs for walking and arms as he is paralyzed from the neck down. However, he can still use his arms, as they are strong enough to rip out of Spider-Man's webbing after a small struggle. However, after gaining regenerative abilities via nano-machines, he managed to heal his physical paralysis.

## Appearances

### Ultimate Spider-Man

#### Comics

* Ultimate Spider-Man Infinite Comic #16 (mentioned)
* Ultimate Spider-Man Infinite Comic #18 (cameo)
* Ultimate Spider-Man Infinite Comic #32 (cameo)

**Marvel Universe Ultimate Spider-Man: Web Warriors*** Marvel Universe Ultimate Spider-Man: Web Warriors #10

**Marvel Universe Ultimate Spider-Man: Contest of Champions*** Marvel Universe Ultimate Spider-Man: Contest of Champions #2
* Marvel Universe Ultimate Spider-Man: Contest of Champions #4

**Marvel Universe Ultimate Spider-Man vs The Sinister 6*** Marvel Universe Ultimate Spider-Man vs The Sinister 6 #1
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #2
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #3
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #4
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #5
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #6 (mentioned)
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #7
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #8
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #10
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #11

## Background in other media

* This is Doctor Octopus's twenty-fifth other media appearance and sixth animated appearance.
* Monster Ock's first animated appearance since the video game appearance in Activision's Spider-Man 2000 game.
* In the comics and other TV series, the tentacles were Doctor Octopus' own invention and he was never actually paralyzed either. Rather, a device that helped him control them mentally was fused into his spine during an accident. However, the accidental explosion required the necessity of the mechanical arms in both cases.

## Trivia

 File:Doctor Octopus.png
* During Season 3's premiere where Loki and Doctor Octopus team up against Spider-Man, Loki switches bodies with Spider-Man as a part of their master plan. Doc Ock notes that the idea is brilliant and that he's "going to write that down", a nod to the Superior Spider-Man storyline where he takes over Spider-Man's life for some time.
* The Ultimate Universe counterpart of Doc Ock was mentioned in *Miles From Home*.
* Doctor Octopus is the only villain to appear in the first episodes of the four seasons.
* Doctor Octopus, Kraven the Hunter, and Rhino are the only villains to be on every incarnation of the Sinister Six.
* Doctor Octopus, Green Goblin, Kraven the Hunter, and Scorpion are the only villains to find out Spider-Man's secret identity.
* Doctor Octopus's final nanobot transformation brings to mind the youthful, muscular appearance of his Ultimate Universe counterpart (as well as the lack of temples on his glasses) combined with aspects of his classic 616 jumpsuit (the green-and-yellow clothing) and to a certain extent his *Spider-Man: The Animated Series* counterpart (as being a more sophisticated version of his original jumpsuit).
* Doctor Octopus' role as a HYDRA member working for Arnim Zola was adapted in *Amazing Spider-Man #25 (2017)* for the upcoming *Secret Empire* comic book event in the mainstream Marvel comic book universe, but as Superior Octopus (a hybrid form of his former Doctor Octopus and Superior Spider-Man selves, but with a Proto Clone body created by a revived Ben Reilly).

## Videos

S.H.I.E.L.D. Report- Doc Ock - Fury Files - Doc Ock-2S.H.I.E.L.D. Report- Doc Ock - Fury Files - Doc Ock, Part 2-2Ultimate Spider-Man Vs. The Sinister Six - Doctor Octopus - Official Disney XD UK-2