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It has been suggested that this article or section be merged into Otto Octavius (Earth-616). (Discuss)

Quote1.png Then I shall endeavor to exceed your expectations. Let others settle for greatness, Max. I always strive to be superior. Quote2.png
Dr. Elliot Tolliver[src]



During the battle against the Inheritors, upon discovering he was fated to die once he returned to his proper place in the past of his timeline, Otto Octavius (who had managed to cheat death by switching bodies with Peter Parker, a.k.a. Spider-Man) used the technology he had acquired in 2099 to house a copy of his consciousness inside his gauntlets and programmed Anna's A.I. to enter sleep mode for one hundred days.[10]

The Return of Doc Ock

As the Living Brain.

One hundred days later, when Parker Industries collapsed,[11] Anna's A.I. reactivated and activated Otto's back-up consciousness, who then proceed to merge the gauntlets into an Octobot, its mission being to regain control over Peter Parker's body, which he considered to be perfect. Fearing Parker would cast him out of his body again, Otto decided to house himself inside the Living Brain instead, and to wait for the right time to act.[10] Over the next several months, Otto worked for Peter Parker while plotting against him and his company whenever he had the chance.[12][13][14][15][10]

When Parker decided to take a look at the Living Brain to see if there was any problem with it, Otto asked him how his former self's mind had been erased, and went on a rampage after being told that he had sacrificed himself in order to give Peter full control over his own body to defeat the Goblin King, forcing Peter to shut the Living Brain down. However, Otto managed to activate the robot's self-destruction and escape through his Octobot body.[10]

As he believed Peter's body had somehow damaged his former self's mind, Otto gave up the idea of stealing it again and decided to get his biological body back by cloning and perfecting it, using New U Technologies' cloning procedure to do so.[10][6] But when he arrived at Potter's Field Cemetery to acquire the genetic material he needed from his corpse, Otto found out it had been stolen, which led him to investigate the graves of other criminals related to Spider-Man, such as the Spider-Slayer, and discover that the corpses had also been stolen.

Dead no more.

Accessing the web, Otto discovered New U Technologies was behind the disappearance of the bodies, as he had suspected, and secretly arranged for his former self's body to be delivered to New U Headquarters, where it was cloned. As the consciousness inhabiting Doctor Octopus' body at the time of its death was that of Spider-Man, a copy of Peter Parker's consciousness was created along with the cloned body, forcing Otto to fight and kill it in order to take control over the new body. Once he emerged from the vat the clone was inside, Otto had his tentacles returned to him by the Jackal, who was secretly the owner of New U Technologies, and became Doctor Octopus once again. Doctor Octopus later allied himself with the Jackal to help him solve the problem in his cloning process in exchange for the pills that would prevent his body from breaking down.[6]

Dead No More

When Peter Parker infiltrated New U Headquarters as Spider-Man to uncover the truth behind its cloning procedure, Doctor Octopus ambushed him[16][6] and revealed the truth about himself to him, as well as his involvement with Parker Industries as the Living Brain. Having insulated himself from Spider-Man's new webbing types, Otto easily defeated Spider-Man but was stopped from finishing him off by the arrival of the Jackal, who forced him to stand down.[17]

When Spectro infiltrated New U in order to help his girlfriend Silk uncover what was going on, Doctor Octopus captured him and conducted an experiment on him, implanting his ghost into a cloned body.[18]

Using the Jackal's cloning technology, Otto began to work on a project he termed the "Proto Clone," splicing his own genetic material with Spider-Man's to create a hybrid body into which he planned to transfer his consciousness.[19][2] The Jackal attempted to make him put the project on hold so that they could relocate to a new location after Spider-Man and Spider-Gwen infiltrated the facility; but Otto refused, suggesting the Jackal just kill and resurrect them.

Following the capture of Kaine, Otto began to work with the Lizard to ensure the Proto Clone would not succumb to the cellular degeneration that the other New U clones and Kaine suffered from, dismissing Connors' suggestion of a possible cure. Puzzling over Kaine's resilience in comparison to himself or Electro, he recognized Kaine's interdimensional transporter from his time in the Spider-Army, but was interrupted when Anna Maria was brought in. To Otto's dismay she was disgusted and enraged with him, making him wonder if she would have preferred if he had come back in a cloned body of Spider-Man. Realizing that the New U facility's shielding was slowing the clones' degeneration by blocking out certain frequencies, Otto and Anna Maria theorized that they could isolate the signals to either stop or accelerate the degenerative process.

The Jackal interrupted their research, and Otto explained that they had managed to isolate a frequency that accelerated the degeneration. However, when the Jackal insulted Anna Maria's height, Otto attacked him and discovered that the Jackal was a Spider-Clone. Furious at having been tricked, Otto broadcast the signal to trigger the clones' degeneration. When the Jackal started to broadcast the signal worldwide,[20] Otto continued to fight him even as their bodies began to break down. When Spider-Man arrived, he and Anna began work on isolating the signal to counteract the degeneration while Otto kept the Jackal (unmasked as Ben Reilly) occupied. Otto asked why Spider-Man would trust him, causing Peter to respond that he had been inside Otto's head and knew he was not all-bad. When the counter-signal was broadcast, Otto shattered Ben's Webware, telling him they'd die together.[21]

Realizing the Proto Clone was immune to the degeneration, Ben attempted to transfer his mind into it only to be electrocuted - a precaution that Otto had put in place. Otto transferred his consciousness into the Proto Clone, leaving his cloned body to decay into dust.[22]

Secret Empire

Revealing himself as the Superior Octopus to Spider-Man for the first time.

Later, Otto hitched a ride to one of his old bases only to learn it had been appropriated by Hydra in his absence. Furious over this and Peter's mismanagement of Parker Industries, Otto easily defeated the intruders but was approached by Arnim Zola, who offered an alliance in order to take down Parker Industries. Accepting to gain access to Hydra's manpower and resources, Otto constructed new and upgraded tentacles as well as a new suit patterned after his Superior Spider-Man costume, rebranding himself as the Superior Octopus.[2]

Shortly before Hydra launched its conquest of the United States, the Superior Octopus arranged a meeting with Spider-Man where he revealed his new identity to him and tried to convince him to relinquish control of Parker Industries. When Peter Parker refused the deal, the Superior Octopus had Hydra agents blow up the London branch of Parker Industries.[23] Superior Octopus made plans to also destroy the Shanghai branch of Parker Industries,[24] but Octavius was ultimately foiled when Peter had those at Shanghai destroy everything in the building, obliterating the Webware technology and ultimately taking down Parker Industries itself. Octavius used an EMP to destroy the Spider-Armor MK IV, only to be confronted with Spider-Man in his original costume. Spider-Man turned the tables on Octavius and short-circuited his tentacles, forcing him to retreat, losing his arms and mask in the process.[25]

By the time Hydra had taken over the nation, the Superior Octopus became a member of Hydra's own Avengers.[26] Otto was present during the final battle between Hydra and the resistance in Washington, D.C., but fell when his fellow teammate Odinson turned against Hydra's Avengers.[27]

Go Down Swinging

Otto under the alias of "Elliot Tolliver."

After Norman Osborn became the Red Goblin by bonding with the Carnage symbiote, he infected his grandson Normie Osborn with it and sent him to kill May Reilly in order to emotionally hurt Spider-Man. Octopus still possessed Parker's memories and they motivated him to protect May from Normie. He was aided by J. Jonah Jameson with a remotely-piloted Spider-Slayer, though Jameson initially thought Octopus was a partner of Osborn. When Osborn arrived to retrieve Normie, he took both Octopus and the Spider-Slayer out and attempted to kill May with a barrage of darts, but Octopus jumped in front of them. After being healed by Agent Anti-Venom, Octopus assumed the alias of "Elliot Tolliver" and went on to work for Horizon University, where Anna Marconi (who noticed something familiar about him) was also working. With its technology, Otto intended to reclaim his title as the Superior Spider-Man.[7]


Combining the Jackal's and Jennix's cloning technology, Otto created a set of duplicate bodies he could upload his conscious into should his current body be killed.[4] The Web-Warriors and Ultimate Spider-Man attacked his lab to destroy them - fearing the Inheritors could use them to escape their prison - Otto fought them, smugly stating that was impossible and that they should have killed the Inheritors like he'd suggested in the first place. The Web-Warriors' fears were confirmed when Otto's system was confirmed to have been hacked by Jennix, who created new bodies for himself, Morlun, and Verna. Otto was nearly consumed by Jennix, who tossed him aside when he realized he wasn't a pure Spider-Totem.[28]

Octavia Otto, a female counterpart of Otto from another Earth, programmed Otto's lab to explode in order to destroy the cloning tubes. Unfortunately, during the battle, Verna acquired Gwen's dimensional travel watch, trapping her in another dimension and assembling her family. The remaining spiders returned to Karn, arguing what to do with the Inheritors, dividing opinions and causing a discussion. However, Karn suggested to stop wasting time arguing and get other spiders to fight the Inheritors. With his costume damaged, Otto returned to his lab with Octavia and Spider-Punk, and changed to a replica of the second version of the Superior Spider-Man's Suit. Returning to his Superior Spider-Man identity, Otto recruited Kaine, presuming that he still possessed the Other, who informed the former that he did not. Kaine suggested they also recruit Ben Reilly, but Otto refused. They go back to his lab, unaware that Ben swung through the portal.[3]

Later, Otto recruited the Spider-Man of Earth-1048, defeating the villain Tarantula in the process. For unknown reasons, he left a Spider-Bot in that Earth when learning of the status of that world's Otto Octavius.[29] Otto and Peter later recruited the Spider-Man of Earth-51778. When his team was all assembled, Ben Reilly, the former Jackal, revealed himself to them and offered his help. Though he declined at first, Otto realized he could help a lot since he created the cloning tubes the Inheritors are using. Miles contacted them and said his team was planning an attack, forcing some of the Superior Spider-Army's Spider-People to rescue them.[8]

Otto "sacrificing" Ben.

They managed to retreat to their base, with Spider-Man, an alternate spider-version of Norman Osborn from Earth-44145, having a discussion with Otto, suggesting he take over the leadership. Their disagreement led Norman and Spiders-Man to separate from the group; however, Norman destroyed the Web of Life and Destiny to leave the Inheritors trapped in Earth-616. When the Inheritors retrieved the crystal containing Solus' soul, since they planned to use the Jackal's cloning technology to revive their father, but couldn't do it without the crystal. After his resurrection, Otto would give Ben to Jennix feast on him in order to acquire his knowledge about the cloning tubes.[30]

However, this was just a plan to destroy Jennix's "maniacal mind" since he was forced to see through Ben's point of view all the times he died and was resurrected. Fortunately, shortly after realizing his plan, the Spider-People appeared, with Miles Morales now with the power of the Enigma Force. Otto revived Ben, and later, Peter arrived and decided to lend the leadership to Otto, meaning Miles killing Solus with Earth-51778's Spider-Man's sword vigor. After realizing Solus put the hunger in his sons, they decided to create new clone baby bodies to the Inheritors, without their hunger and their past life memory, who would later be adopted by Spider-Ma'am.[31]

Return to Heroics

The Superior Spider-Man faces Terrax the Tamer.

Otto as Spider-Man defeated Stilt-Man on his way to deliver a speech as Elliot Tolliver at Horizon University and afterwards reflected on his past. Later in the evening he met up with Night Shift members Digger and Dansen Macabre to defeat a cult dedicated to Master Pandemonium. The next day he was confronted at Horizon by Anna Maria, who had deduced he was actually Otto Octavius and not really Elliot Tolliver. She was going to turn him over to the police, but changed her mind when Terrax the Tamer attacked San Francisco.[32] The Superior Spider-Man confronted Terrax alongside the Night Shift, but was abandoned by his allies when Digger was bisected. He continued to fight a losing battle while Anna Maria built and delivered an Inductors device that allowed him to drain some of Terrax's Power Cosmic.[33] Spider-Man reentered the battle infused with cosmic energy, but Terrax was still more skilled in its use. The former Herald was eventually defeated when Otto and Anna work together to reprogram Terrax's Axe to backfire on him. After the battle, Anna agreed to allow Otto to continue his hero career, but only if she were his chaperone.[34]

At the urging of Anna, Otto participated in the disaster relief in San Francisco as the Superior Spider-Man. Throughout the course of the day he began to realize the value of civilians though his different interactions. Afterwards he was invited on a date by Emma Hernandez and agreed.[35] Otto's date with Emma went well until he revealed his true identity, which caused her to flee from his apartment. He followed her as Spider-Man and they were confronted by police officers possessed by Master Pandemonium's demons and Emma was possessed as well. Otto contacted Doctor Strange for aid, who initially attacked him before being shown the demonic infestation. By combining their efforts they were able to track down and confront Master Pandemonium.[36] The pair of doctors ended up defeating Pandemonium by swapping equipment, but Strange refused to wipe Emma's memory for him afterwards; however, Anna Maria helped him convince Emma to keep his identity a secret because he had saved her.[37]

War of the Realms

When Frost Giants invaded San Francisco, Superior Spider-Man saved its citizens by transferring them into a limbo state using experimental technology. He then decided to team up with the West Coast Avengers in order to make use of Ms. America's abilities. After he rescued them in Los Angeles using his Octavian Lens, he managed to convince them of his plan to stop the war at its source in the Asgardian Realms; however, they needed to travel to New York City to find a way there, as magic was interfering with Ms. America's powers.[38] They arrived amidst a battle between the Fantastic Four and Malekith's forces where Otto was able to work with Mister Fantastic to develop a way to allow Ms. America to duplicate the energies of the Bifrost. They failed to locate the Svartalfheim strike team so they moved on to the Jotunheim Strikeforce, who convinced Otto to trust them and focus on protecting Midgard. He then returned to New York to protect its citizens alongside the West Coast Avengers.[39]

Return to villainy.

Doctor Octopus Once More

Targeted by the Norman Osborn Spider-Man of Earth-44145, who sought to destroy Otto's life in revenge for having insulted him during the second Totem War, Otto was approached by Mephisto, who offered him a way to defeat Norman.[40] Despite Anna Maria begging him not to throw away the good inside himself, Otto accepted Mephisto's bargain and was restored to his original body and state of mind from before he ever mind-swapped with Peter Parker.[1] A spare cloned body was used as a decoy to fool Norman, and later buried as Elliot Tolliver.[41]

As is typical with Mephisto, the details of this deal are somewhat confusing. Otto has seemingly lost all of Peter Parker's memories, but retained all of the ones since he was duplicated after the battle against the Inheritors. For instance, though Otto did not remember Peter's identity or the events from the first time he was the Superior Spider-Man, he remembered his alliance with the Jackal through the War of the Realms, and people such as Anna Maria, from the New U crisis to the present. This also meant that while he remembered being a hero, he now associated more with villainy, just as he did before the initial mind-swap. The deal also included restoring Otto's body to perfect shape, not only fixing the damage of all fights as Octopus, but also the brain damage he suffered while becoming Octopus — "if any." This suggested that Mephisto was convinced the brain damage was a false excuse and Otto would return to criminal behavior regardless.[1]

Wanting to fill the missing gaps in his memory, Otto began searching for clues for months. His search eventually led him to a graveyard where he unearthed the grave of an unrevealed person. However, the coffin he removed was completely empty to his surprise. Then Otto heard the voice of the demon Kindred who then proceeded to slip one of his centipedes into one of Otto's ears, rendering him unconscious, as part of some unrevealed plan.[42] Kindred stated to Otto that he can help him regain his memories. Then he sent Otto to gave five people to help him.[43] His first stop was an unidentified beach where he helped Sandman with his riddle.[44] With the help of a special machine, Doctor Octopus revived Electro with his electrical abilities restored.[45]

Sinister War

Otto and the Sinister Six later break into Dr. Curt Connors' lab while he was in the middle of using the Isotope Genome Accelerator to test a cure for his Lizard side. They managed to split the Lizard side of Curt into another entity and the group heads back to the Osborn cemetery, there Otto demands of Kindred the answers promised in reforming the Sinister Six, but the demon reminds Otto that is contingent on all six members with the last being Mysterio (Quentin Beck).[46]

The Sinister Six later go to the premiere of Mary Jane's film where Mysterio was at, there they find that the Savage Six also want Mysterio so the two groups fight. Spider-Man shows up during the fight and tries to talk with Otto due to his past as a hero, but he doesn't believe him. Doc Ock corners Mysterio and asks him to join them, he also reveals that they need to take Mary Jane with them too, deducing Kindred's machinations, Mysterio agrees to join them and takes Mary Jane with him as Doc Ock knocks out Spider-Man to deliver him to Kindred later.[47]

Powers and Abilities

Power Grid[54]
:Category:Power Grid/Fighting Skills/Experienced Fighter:Category:Power Grid/Energy Projection/Multiple Types:Category:Power Grid/Durability/Virtually Indestructible:Category:Power Grid/Speed/Superhuman:Category:Power Grid/Strength/Superhuman (800 lbs-25 ton):Category:Power Grid/Intelligence/Genius


Otto has the same powers the original Doctor Octopus had before his mindswap with Spider-Man:

  • Cybernetic Tentacles: Doctor Octopus' superhuman abilities derive from the four mentally-controlled, electronically-powered, telescoping, prehensile titanium-steel tentacles attached to a stainless steel harness encircling his body from lower chest to waist. Each tentacle, approximately five inches in diameter, terminates in three single-jointed pincers. The pincers are able to rotate in relation to the arm for 360 degrees, in a screwdriver-like twisting motion. Each tentacle segment contains four high-efficiency electric motors equipped with a clutched, helical-gear train, independently mounted on frictionless gimbals and housed in four thin, overlapping layers of titanium-niobium steel. The titanium-steel alloy is light, has high-tensile strength, a high melting point, and high thin-wall rigidity. The motors get their power from a small nuclear-powered thermo-electric generator, which can provide several hundred watts per hour for up to five years before needing to replace its U-239 core. The tentacles have been modified since the time of the original accident to include high-efficiency battery packs (enabling movement when cut off from the central power source) and individual micro-circuit control modules (enabling each arm to perform certain pre-programmed actions when Octopus loses conscious control). In the event that Octopus loses consciousness, the control module of each arm has enough pre-programmed conditional responses in its memory chip to enable it to perform a relatively complex sequence of actions, such as saving his life. The trauma of his arm or arms being separated from the harness causes a period of disorientation in which his arms flail about uncontrollably until the pre-programming takes over.
    • Technopathic Tentacle Manipulation: Octopus can control the actions of his artificial arms psionically, even when they have been severed from his body and are separated from him by vast distances (a distance of 900 miles has been recorded).
    • Telescoping: Each tentacle is approximately six feet long at full contraction, but can extend to a maximum of 24 feet in length.
    • Superhuman Striking Force: Each tentacle is capable of moving at a speed of ninety feet per second and strike with the force of a jackhammer.
    • High-Wind Generation: The tentacles can generate 50 mile per hour winds if spun like a giant fan.
    • Wall-Climbing and Traveling: By combining the intrinsic strength of both his tentacles and the pincers, Doctor Octopus can scale stone, brick, or concrete walls by rending "handholds" in the surface of the wall. Octopus is able to use his tentacles for traversing horizontal distances as well. At full extension, he can travel high above the ground as if on stilts, either using two tentacles, or for maximum speed (approximately 50 miles per hour), four tentacles.
    • Sensation Feeling: Although there are no nerve endings throughout the length of his artificial arms, Octopus can "feel" basic sensations with them. As a result of the mutagenic changes from exposure to radiation during the accident, electrical connections have been made from his chest harness to his spine. Thus, Doctor Octopus can mentally perceive "tactile" sensations by feeling the amount of electrical resistance that the pincer's electric motors feel when the pincers grasp an object.
  • Superhuman Concentration: Doctor Octopus possesses extraordinary mental abilities and concentration, and through years of practice is able to perform two complex and two simple independent actions, simultaneously, one with each arm.


Seemingly those of the original Otto Octavius.

Physical Strength

Class 10


Arrogance: On many occasions, Otto's pride has been a major factor in many of his defeats. Otto considers himself to be the smartest person on the planet and that he could never be wrong due to his massive intellect. This confidence in his own intelligence frequently causes him to ignore factors that could derail his plans leaving him unprepared for when these factors come into play.



Doctor Octopus' Tentacles



  • Octavius is an atheist.[52]
  • Otto's former alias, "Elliot Tolliver", has a meaning that reflects his egomaniac personality and abilities:
    • "Elliot" is the Greek form of the Hebrew name "Elijah", which means "Jehovah is God". This refers to how Otto considers himself superior, sometimes exhibiting a "God Complex".
    • "Tolliver" is the English form of the Italian family name "Taliaferro", which itself derives from "tagliare" ("to cut") and "ferro" ("iron"). This name was often used as a nickname for a metal worker or a fighter. This refers to both Otto's intellect for engineering as well his fighting skills thanks to Peter Parker's genes.
  • Despite the time he was a partial clone of Spider-Man and possessing all of his powers, Otto was not a Spider-Totem.[28]
  • Otto doesn't like kielbasa.[35]

See Also

Links and References


  1. 1.0 1.1 1.2 Superior Spider-Man Vol 2 #11
  2. 2.0 2.1 2.2 2.3 2.4 Amazing Spider-Man Vol 4 #25
  3. 3.0 3.1 Spider-Geddon #2
  4. 4.0 4.1 Superior Octopus #1
  5. Amazing Spider-Man Vol 4 #1
  6. 6.0 6.1 6.2 6.3 6.4 6.5 Amazing Spider-Man Vol 4 #20
  7. 7.0 7.1 Amazing Spider-Man #800
  8. 8.0 8.1 Spider-Geddon #3
  9. Superior Spider-Man Vol 2 #10
  10. 10.0 10.1 10.2 10.3 10.4 Amazing Spider-Man Vol 4 #18
  11. 11.0 11.1 Amazing Spider-Man Vol 3 #18
  12. Amazing Spider-Man Vol 4 #1-2
  13. Amazing Spider-Man Vol 4 #5
  14. Amazing Spider-Man Vol 4 #9-11
  15. Amazing Spider-Man Vol 4 #16
  16. Clone Conspiracy #1
  17. Clone Conspiracy #2
  18. Silk Vol 2 #15
  19. Clone Conspiracy #3
  20. Clone Conspiracy #4
  21. Clone Conspiracy #5
  22. Amazing Spider-Man Vol 4 #24
  23. Amazing Spider-Man Vol 4 #29
  24. 24.0 24.1 Amazing Spider-Man Vol 4 #30
  25. Amazing Spider-Man Vol 4 #31
  26. Secret Empire #1
  27. Secret Empire #9
  28. 28.0 28.1 Spider-Geddon #1
  29. Spider-Geddon #0
  30. Spider-Geddon #4
  31. Spider-Geddon #5
  32. Superior Spider-Man Vol 2 #1
  33. Superior Spider-Man Vol 2 #2
  34. Superior Spider-Man Vol 2 #3
  35. 35.0 35.1 Superior Spider-Man Vol 2 #4
  36. Superior Spider-Man Vol 2 #5
  37. Superior Spider-Man Vol 2 #6
  38. Superior Spider-Man Vol 2 #7
  39. Superior Spider-Man Vol 2 #8
  40. Superior Spider-Man Vol 2 #9-10
  41. Superior Spider-Man Vol 2 #12
  42. Amazing Spider-Man Vol 5 #64
  43. Amazing Spider-Man Vol 5 #67
  44. Amazing Spider-Man Vol 5 #68
  45. Amazing Spider-Man Vol 5 #69
  46. Amazing Spider-Man Vol 5 #70
  47. Sinister War #1
  48. Amazing Spider-Man Vol 3 #17
  49. Spider-Man: Back in Black Handbook #1
  50. Amazing Spider-Man #267
  51. Spider-Man #28
  52. Avengers Vol 7 #10
  53. Spider-Geddon Handbook #1
  54. Spider-Geddon Handbook Vol 1 1
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