Quote1 It is good to see the S.H.I.E.L.D. of this reality has some sense in making me the new Director. What's that!? I'm not the Director. ...I retract my previous statement. You're all idiots. Quote2
-- Superior Spider-Man src

On first glance, this alternate Spider-Man appears to be a more aggressive and condescending version of Peter Parker. This is only partially true as this version of Spider-Man is actually possessed by the mind of Dr. Otto Octavius a.k.a Doctor Octopus. Evading death by possessing the body of his arch-nemesis, Octavius was infused with the memories of his predecessor and became determined to show the world what a Superior Spider-Man was capable of while hiding his true identity, especially from other spiders.

Otto joined forces with the Ultimate Spider-Man of another reality when faced with the threat of Karn, the member of a family of Inheritors bent on hunting down the different spider-heroes from the Multiverse.

The two Spider-Men arrived to Earth-12131 at the same time as Karn, when the Alliance were tracking down the activities of the Sinister Six. Miles sprung into action to defend this reality's Spider-Man, who had just been ambushed by Electro and the Vulture. During the battle, Electro mentioned Doctor Octopus was looking for "a spider." After Spider-Man was saved, Miles and Superior warned him and the Alliance about the impeding menace of the Inheritors. Before deciding to go help them against the Inheritors, Spider-Man convinced Miles and Superior to help him finish off the Sinister Six's plans.

Quentin Beck had spread an hallucinogen near the Brooklyn Bridge, causing the affected people to go on psychotic rampages. The three Spider-Men confronted the illusionist villain, who was accompanied by Kraven the Hunter and the Lizard. Once Mysterio was forced to flee, the arachnid heroes destroyed his gas machines.

When the Spider-Men returned to the Helicarrier for debriefing, Doctor Octopus sent a message, claiming he had created a device capable of sealing off this reality from the rest of the Multiverse, thus stopping any more incursions, and preventing the Inheritors from coming. However, the device had to be powered by a spider-powered person.

Octavius got wind of the Alliance's plan to destroy his machine, and sealed himself off in the Empire State, guarded by powered Test Subjects and the rest of the Sinister Six. Once the Spider-Army had an approach to Doctor Octopus, Superior went ahead and subdued Octavius. He tried to destroy the machine, but Miles and Spider-Man didn't allow him.[1]


Seemingly those of the Peter Parker of Earth-12131.


Seemingly those of the Otto Octavius of Earth-12131.

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