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

Quote1 Then I shall endeavor you expectations. Let others settle for greatness, Max. I always strive to be superior. Quote2
-- 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.[8]

The Return of Doc Ock

One hundred days later, when Parker Industries collapsed,[9] 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.[8] Over the next several months, Otto worked for Peter Parker while plotting against him and his company whenever he had the chance.[10][11][12][13][8]

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.[8]

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.[8][7] 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.

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.[7]

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.[14][7] Otto explained that he was a duplicate of the original's conscience created when he found out that he would lose Spider-Man's body to Peter Parker, and had been controlling 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.[15]

When Spectro infiltrated New U in order to help his girlfriend Silk uncover what was going on, he was captured by Doctor Octopus, who conducted an experiment on him and implanted his ghost into a clone body.[16]

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 to transfer his conscience into.[17][2] Jackal attempted to get him to 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 resiliance 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[18], 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.[19]

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.[20]

Secret Empire

Otto Octavius (Duplicate) (Earth-616) from Amazing Spider-Man Vol 4 29 001

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 plan of 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.[21] Superior Octopus made plans to also destroy the Shanghai branch of Parker Industries,[22] 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.[23]

By the time Hydra had risen to power, the Superior Octopus became a member of Hydra's own Avengers.[24] 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.[25]

Go Down Swinging

Otto Octavius (Duplicate) (Earth-616) from Amazing Spider-Man Vol 1 800 001

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.[3]


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.[1] 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.[26]

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, Jennix 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 waisting 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.[27]

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.[5]

Possessing all of his original self's memories up until the end of the first Totem War, Otto's personality is largely the same - supremely arrogant, ruthless, and with a superiority complex regarding Spider-Man.[7]


Proto-Clone/Spider Physiology: In his new Proto-Clone body, Otto claims that he once more possesses all the powers Peter Parker has and they are evenly matched.[22] Presumably, his powers include:

  • Wall-Crawling: Spider-Man's exposure to the mutated spider venom induced a mutagenic, cerebellum-wide alteration of his engrams resulting in the ability to mentally control the flux of inter-molecular attraction between atomic boundary layers. This overcomes the outer electron shell's normal behavior of mutual repulsion with other outer electron shells and permits the tremendous potential for electron attraction to prevail. The mentally controlled sub-atomic particle responsible for this has yet to be identified. This ability to affect the attraction between surfaces is so far limited to Spider-Man's body (especially concentrated in his hands and feet) and another object, with an upper limit of several tons per finger.
    • Mark of Kaine: Otto presumably possesses the ability to use the Mark of Kaine due to his new clone-body having the same powers as Spider-Man.
  • Superhuman Strength: In his new body, Otto possesses superhuman strength enabling him to match those of Spider-Man.
  • Superhuman Speed: In his new body, Otto is capable of running and moving at speeds that are far beyond the natural physical limits of the finest human athlete.[28] He has showed to be fast enough to catch up to an accelerating car while on foot, but prefers to travel by webs.[29]
  • Superhuman Stamina: In his new body, Otto's advanced musculature produces less fatigue toxins during physical activity than an ordinary human. This allows him to exert himself physically for much longer periods of time before fatigue begins to impair him. At his peak, Spider-Man can physically exert himself at his peak capacity for several hours before the build up of fatigue toxins in his blood begins to impair him.
  • Superhuman Durability: In his new body, Otto's body is physically tougher and more resistant to some types of injury than the body of a normal human. His body is more resistant to impact forces than anything else. He can withstand great impacts, such as falling from a height of several stories or being struck by an opponent with super strength, that would severely injure or kill a normal human with little to no discomfort.
  • Superhuman Agility: Spider-Man's agility, balance, and bodily coordination are all enhanced to levels that are far beyond the natural physical limits of the finest human athlete. Spider-Man is extraordinarily limber and his tendons and connective tissues are twice as elastic as the average human being's, despite their enhanced strength. He has far beyond the agility and acrobatic prowess of the most accomplished circus aerialists and acrobats, all combined. He can also perform any complicated sequence of gymnastic stunts such as flips, rolls, and springs. He can easily outmatch any Olympic record at gymnastics apparatus such as flying rings, climbing ropes, horizontal bars, trampolines. With his agility, alone, he can dodge bullets only inches away from hitting him.
  • Superhuman Equilibrium: Spider-Man possesses the ability to achieve a state of perfect equilibrium in any position imaginable. He seems able to adjust his position by instinct, which enables him to balance himself on virtually any object, no matter how small or narrow.
  • Superhuman Reflexes: In his new body, Otto's reflexes are similarly enhanced and are currently about 40 times greater than those of an ordinary human. In combination with his spider-sense, the speed of his reflexes allows him to dodge almost any attack, or even gunfire,[30] if he is far enough away. Spider-Man has even been shown in some cases, to be able to dodge bullets only inches away from his face.
  • Regenerative Healing Factor: In his new body, Otto has a limited healing factor. While not on Wolverine's level, it is sufficiently powerful enough to recover from severe injuries from broken bones and large amounts of tissue damage in a matter of days.
  • Contaminant Immunity: Due to his accelerated metabolism, Otto now has a higher tolerance for drugs and diseases than normal humans, and he can recover from the effects of larger doses rapidly. During an encounter with the Swarm, Spider-Man was incapacitated by thousands of bee stings, but recovered in less than 24 hours. His resistance and recovery time to other toxins and diseases varies, but is typically significantly higher than normal. However, Spider-Man has the normal human tolerance for alcoholic beverages.
  • Spider-Sense: In his new body, Otto possesses an extrasensory "danger" or "spider" sense which warns him of potential immediate danger by the manifestation of a tingling sensation in the back of his skull, and links with his superhuman kinesthetics, enabling him to evade most any injuries, unless he cognitively overrides his automatic reflexes. The precise nature of this sense is unknown. It appears to be a simultaneous clairvoyant response to a wide variety of phenomena (everything from falling safes to speeding bullets to thrown punches), which has given several hundredths of a second warning, which is sufficient time for his reflexes to allow him to avoid injury. The sense also can create a general response on the order of several minutes: he cannot discern the nature of the threat by the sensation. He can, however, discern the severity of the danger by the strength of his response to it. Spider-Man's spider-sense is directional and can guide him to or away from hidden weapons and enemies.Sudden and extreme threats can cause his spider-sense to react with painful intensity. Spider-Man can also sense and dodge attacks directed randomly or by an artificial intelligence. Using his spider-sense to time his enhanced reflexes, Spider-Man can casually dodge attacks up to and including automatic-weapons fire, provided there is sufficient distance. His spider-sense is sufficiently well-linked to his reflexes to the point that a threat can trigger them even when Spider-Man is asleep or stunned. His spider-sense has helped him preserve his secret identity since it alerts him to observers or cameras when changing into or out of his costume. The spider-sense does react to those who Peter does not consider to be a threat, such as Aunt May. Spider-Man can choose to ignore his spider-sense, and distraction or fatigue diminish its effectiveness. Spider-Man's fighting style incorporates the advantage that his "spider-sense" provides him. His body begins to produce more adrenaline after the sense is triggered, an extension of the 'fight or flight syndrome.' Even when he does not have the use of his eyes Spider-Man can still use his Spider Sense in a similar fashion to Daredevil's Radar Sense to help him see by sensing the direction the danger is coming from by listening on the loudest noise around him.
    • Radio Frequency Detection: His spider-sense also enables him to track certain radio frequencies, which he has used to his advantage via his Spider-Tracers.


Seemingly those of the original Otto Octavius.

Strength level

Class 10


Since he now has all the powers that Spider-Man has once more, Otto presumably still has same weaknesses. These include:

  • Spider-Sense Disruption: Spider-Man's Spider Sense can lose its effectiveness if it is blocked or temporarily weakened by specialized equipment or certain drugs. It also would not trigger if it detects something that is not registered as a threat like the Spider-Man clones. When deprived of his spider-sense, Spider-Man becomes vulnerable to surveillance and attack, and web-slinging requires most of his concentration.
  • Ethyl Chloride: Perhaps as a side effect of gaining his powers, Spider-Man is susceptible to the pesticide ethyl chloride. This chemical is frequently used as a weapon by the Spider-Slayers.


Superior Spider-Man's Suit


  • Octavius is an atheist.[32]
  • Otto's 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.
    • "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 being a partial clone of Spider-Man and possessing all of his powers, Otto is not a Spider-Totem.[26]

Discover and Discuss


  1. 1.0 1.1 Superior Octopus #1
  2. 2.0 2.1 2.2 2.3 2.4 2.5 2.6 Amazing Spider-Man Vol 4 #25
  3. 3.0 3.1 Amazing Spider-Man #800
  4. Spider-Geddon #3
  5. 5.0 5.1 Spider-Geddon #0
  6. Amazing Spider-Man Vol 4 #1
  7. 7.0 7.1 7.2 7.3 7.4 7.5 Amazing Spider-Man Vol 4 #20
  8. 8.0 8.1 8.2 8.3 8.4 Amazing Spider-Man Vol 4 #18
  9. 9.0 9.1 Amazing Spider-Man Vol 3 #18
  10. Amazing Spider-Man Vol 4 #1-2
  11. Amazing Spider-Man Vol 4 #5
  12. Amazing Spider-Man Vol 4 #9-11
  13. Amazing Spider-Man Vol 4 #16
  14. Clone Conspiracy #1
  15. Clone Conspiracy #2
  16. Silk Vol 2 #15
  17. Clone Conspiracy #3
  18. Clone Conspiracy #4
  19. Clone Conspiracy #5
  20. Amazing Spider-Man Vol 4 #24
  21. Amazing Spider-Man Vol 4 #29
  22. 22.0 22.1 Amazing Spider-Man Vol 4 #30
  23. Amazing Spider-Man Vol 4 #31
  24. Secret Empire #1
  25. Secret Empire #9
  26. 26.0 26.1 Spider-Geddon #1
  27. Spider-Geddon #2
  28. Official Handbook of the Marvel Universe Spider-Man: Back in Black #1
  29. Amazing Spider-Man #267
  30. Spider-Man #28
  31. Amazing Spider-Man Vol 3 #17
  32. Avengers Vol 7 #10
  33. Spider-Geddon Handbook #1
  34. Spider-Geddon Handbook #1

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