Otto Octavius (Duplicate) (Earth-616)

Doctor Octopus
Full Name:	Otto Gunther Octavius
First Appearance:	Amazing Spider-Man Vol. 4 #1 (First Appearance) Amazing Spider-Man Vol. 4 #20 (as Doctor Octopus) Amazing Spider-Man Vol. 4 #25 (as the Superior Octopus) Spider-Geddon Vol. 1 #0 (as Spider-Man)
Created by:	Dan Slott Giuseppe Camuncoli
Home Universe:	Earth-616
Alignment:	Neutral
Status:	Alive
Place of Birth:	San Francisco, California
Citizenship:	American
Base:	Mobile; formerly Horizon University, San Francisco, California; Transamerica Pyramid, San Francisco, California; Parker Industries, Manhattan, New York City, New York
Affiliations:	Thunderbolts, Superior Four; formerly Horizon University, HYDRA, Avengers, Parker Industries, New U Technologies, Sinister Six
Powers/Abilities:	Tentacles Genius-Level Intellilect
Height:	5' 9" (1.75 m)
Weight:	245 lbs (111.13 kg)
Hair Color:	Brown
Eye Color:	Brown
Unique Features:	None

"Then I shall endeavor you expectations. Let others settle for greatness, Max. I always strive to be superior." — Dr. Elliot Tolliver

Otto Octavius (of Earth-616) was originally a digital clone of the original Doctor Octopus that he created to replace him in the event of his death.

Originally existing inside of the Living Brain, the clone would later download his consciousness into a new body created from the DNA of his creator and Peter Parker in order to become the Superior Octopus.

History

Origin

During the war between the Spider-Men and Women of the Multiverse and the Inheritors, the original Otto Octavius (who had managed to cheat death by switching bodies with Peter Parker, a.k.a. Spider-Man) discovered that he would meet his demise shortly after returning to his home universe.

While he fully intended to cheat death a second time, he decided to use the future technology he had appropriated from 2099 to create a digital copy of his consciousness, so that in the event that he was unable to change his fate he would at the very least have a way to resurrect himself.

In order to prevent his enemies from stopping the resurrection, Otto stored the digital clone inside his gauntlets and instructed his personal holographic assistant Anna to enter sleep mode and wait one hundred days before coming back online to implement his planned resurrection.

The Return of Doctor Octopus

"And never call me "Otto" again. I have a title. I earned it. Call me "Doctor"... Doctor Octopus!" — Doctor Octopus

Following the initial collapse of Parker Industries, just as Otto had instructed, Anna re-awakened after laying dormant for 100 days and subsequently awakened the digital copy of Otto stored in the gauntlets. Wanting to reclaim control of Peter Parker's body, the digital Otto created a copy of the Golden Octobot he had originally used to take control of Peter Parker's body the first time by merging the gauntlets from his Spider-Man suit with a regular Octobot.

Otto as the Living Brain

After downloading himself into the newly contracted Octobot, Otto then proceeded to locate Peter, but after locating Peter, Otto realized that after reclaiming his body once, there was a very good chance that Peter would be able to do it again and since he lacked the technology to create another copy of himself, he couldn't risk it happening again. In order to prevent this, Otto decided to instead upload himself into Peter's robotic assistant the Living Brain and wait for the moment that he could take over Peter's body without any danger of Peter regaining control.

As he bided his time, Otto continued to pose as Peter's lab assistant while also covertly manipulating various internal and external factors to help Parker Industries surpass Stark Industries as the world's most successful tech based company while also making sure not to give any indication that he had taken over the Living Brain's body. This continued for months until Peter decided to give the Living Brain a diagnostics check as he felt that the robot had been acting strangely lately. During the procedure, Otto made the mistake of asking how his progenitor died.

While not understanding why the robot was curious about his former enemy's fate, Peter revealed that during the Goblin Underground's attack on New York City, Otto came to the realization that there was no possible scenario that he could conceive where he defeated the Goblin King without his then girlfriend Anna Maria Marconi dying in the process. In order to ensure his girlfriend's survival, Otto willingly allowed Peter to take back control of his body event though his consciousness would die as a result as he was ok with dying as long as it meant that Anna would be safe.

Enraged at the idea that his progenitor would willingly let himself die in order to save someone else, the digital copy went on a rampage forcing Peter to shut the Living Brain down. However, before Peter had successfully shut him down, Otto successfully re-uploaded himself into his Octobot body and activated the Living Brain's self destruct mechanism in order to prevent Peter from discovering why the robot was malfunctioning.

Feeling that his progenitor's time in Peter body had corrupted his mind somehow, the digital copy decided to abandon the idea of taking control of Peter's body again and decided that the best course of action was to create a new body for himself by creating a clone of his progenitor's original body using an experimental cloning procedure that was being developed by Parker Industries newest competitor, New U Technologies.

Unfortunately, this plan also proved problematic as when he arrived at Potter's Field Cemetery to acquire the genetic material he needed from his corpse, he discovered that someone had already dug up the body along with the bodies of many other deceased super-villains and absconded with them to parts unknown.

Determined to locate his progenitor's body, Otto searched the internet for any clues to the body's whereabouts and discovered that the very company whose cloning procedure he had planed to use in creating his new body was behind the theft. Tracking the body's location to New U Technologies' corporate headquarters, Otto discovered that the corporation had already created a clone of his progenitor's body. Deciding to take advantage of the situation, Otto quickly uploaded his consciousness into the clone where he discovered that the cloned body also contained a copy of Peter Parker's consciousness as his had been inside the body when it died. Before the cloned consciousness could gain its baring's, Otto quickly destroyed the less experienced copy of his arch-enemy's consciousness, gaining full control of the clone body.

Doctor Octopus returns

Once he had gained full control of his new body, Otto busted his way out of the vat the cloned body had been contained in to find himself being greeted by the Jackal. The Jackal revealed to Otto that he was the power behind New U Technologies and offered Otto a business proposal. Apparently, The Jackal and his company hadn't perfected the cloning process yet and any person who was brought back to life through the procedure would need to consistently take medication to prevent the cloned body from breaking down. Knowing of how brilliant the late Otto Octavius was, the Jackal had the original's body cloned in the hopes that he might be able to help him find a cure to the clone degeneration not knowing that a digital copy already existed. Seeing the digital copy's acquisition of the cloned body as a fortuitous outcome, the Jackal asked Otto if he would help him to find a solution to his problem offering to give him full access to New U Technologies' resources to help him combat the problem. Knowing that he wouldn't be able to pursue his vendetta against Spider-Man until the clone degeneration problem was solved, Otto decided to accept the Jackal's offer on the condition that the Jackal also supply him with a new set of tentacles which the Jackal happily obliged.

Dead No More

When Peter Parker infiltrated New U Technologies' Headquarters as Spider-Man to uncover the truth behind its cloning procedure, Otto ambushed him. Confused as to how Otto had returned in his original body and why he suddenly hated him again, Peter questioned why Otto was helping the Jackal. Otto then revealed to his enemy that he was actually a duplicate of the original's consciousness that he had created when he found out that he would lose control of Spider-Man's body to Peter Parker while also revealing that he was the reason for the Living Brain's strange behavior.

Following this revelation, Peter tried to immobilize the new Doctor Octopus using his Web-Shooters, but this proved ineffective due to the clone having insulated his new tentacles against the new types of web fluid that he helped Peter develop during his time posing as the Living Brain. He defeated Peter with relative ease, but was stopped from dealing the finishing blow by the arrival of the Jackal who forced him to let Peter live.

Later, in order to help his former girlfriend Silk discover what New U's ultimate goal was, Spectro infiltrated the company, but was captured by Otto who then proceeded to conduct various experiments on him which culminated in his ghost being implanted into a newly created clone of Spectro's body.

Using the resources he had gained from his business arrangement with the Jackal, Otto began working on a secret project he termed the "Proto Clone". The goal of the project was to create the perfect body for himself by splicing his own genetic material with that of Spider-Man's with the intent of imprinting his conscience onto it once he solved the clone degeneration issue.

Once the Jackal discovered Otto had been neglecting his other duties to focus on his own personal projects, he ordered Otto to put a stop to his current projects, so that he could help him relocate their operations to a new facility now that Spider-Man and Spider-Woman had infiltrated the current one. Otto refused on the grounds that his work was too important to abandon at that time, instead suggesting that the Jackal just kill and resurrect them instead.

Following Scarlet Spider's capture, Otto convinced his fellow colleague the Lizard to cease his attempts to find a cure to the clone degeneration problem and instead try to help him figure out how Scarlet Spider was able to overcome his own clone degeneration problem, so that they might apply what they learn to further Otto's attempts to make his "Proto-Clone" resistant to the clone degeneration.

While examining his test subject, he discovered Scarlet Spider's interdimensional transporter, but was interrupted by the arrival of Anna Maria Marconi before he could examine it closer. Happy to see his girlfriend again, Otto tried to reconcile with her, but was rebuffed by Anna who was extremely upset and disgusted at all the horrible things he had done stating that this new Otto was nothing like the man who sacrificed himself to save her. This made him question how she could love the original Otto and not him since he is a clone of the original. He then came to believe that she would love him again if could finish his "Proto-Clone" and download his consciousness into it, so that he would look more like the Otto that she knew and loved.

While Otto was keeping watch over Anna, they discovered that there was an invisible shield around New U Technologies' headquarters that was helping to slow down the clones' degeneration by blocking out certain frequencies that affected their cellular make-up. Otto and Anna Maria then theorized that if someone could isolate the signals the shield blocked out and adjusted the shield accordingly they could either stop or accelerate the degenerative process in the clones who are currently within the shield's radius.

Shortly after making this discovery, the Jackal interrupted them and Otto explained that they had managed to isolate the frequency that caused the clone degeneration. The Jackal was pleased with this discovery, but made the mistake of making fun of Anna's height which enraged Otto who attacked the Jackal. During their scuffle, Otto knocked off the Jackal's mask revealing him to be a clone of Peter Parker. Furious of having ben deceived into working for a clone of his arch-enemy, Otto activated a signal that caused all the clones within the facility to immediately start to degenerate.

Unfortunately, this plan backfired on Otto as the Jackal decided to amplify Otto's signal to such a degree that the signal became a virus that affected regular Humans as well as clones and broadcasted this amplified signal over the entire world feeling that if he was going to lose then he would take everyone with him.

Otto inside the "Proto-Clone"

Wanting to protect Anna Maria, Otto offered to work with Spider-Man in stopping the Jackal by holding off the Jackal long enough for Spider-Man and Anna to find a signal that can counter the signal transmitting the virus. Spider-Man readily agreed to Otto's proposal which caused Otto to question why his enemy would trust him so easily. Spider-Man responded to Otto's question by stating that after spending time inside's Otto's head he now knew that there was some good in him. Knowing that the counter signal would save the Jackal of his own clone degeneration, Otto made sure to smash the Jackal's Webware during the fight to ensure his foe would die no matter the outcome.

Realizing that the "Proto Clone" was immune to the degeneration, the Jackal attempted to transfer his mind into it only to be electrocuted - a precaution that Otto had put in place in the event that someone other then him tried to transfer their mind into the clone. Once the Jackal was unconscious, Otto transferred his consciousness into the Proto Clone, leaving his cloned body to decay into dust.

Secret Empire

"Silence. It is I who has an offer to extend, not you. I've been in your head. I feel a kinship of sorts to you... and the people in your life. That's why I am giving you the opportunity... to peacefully transfer ownership of Parker Industries to me!" — Superior Octopus

"Hail HYDRA!"

Following his battle with the Jackal, Otto hitched a ride to one of his old bases only to learn that during his absence it had been appropriated by the terrorist organization known as HYDRA. Furious at this discovery, Otto attacked and easily defeated the intruders. Impressed by how quickly and skillfully Otto defeated his men, Arnim Zola offered Otto a place in HYDRA which Otto refused at first until Zola explained that being a member of HYDRA came with certain benefits including the ability to use the organization's resources, technology and personnel for his own purposes when he is not helping HYDRA with achieving its larger agenda. Reconsidering Zola's proposal after hearing this, Otto decides to accept Zola's offer since he felt that Peter had mismanaged Parker Industries in Otto's absence and that he would need the resources of a group like HYDRA in order to take back his company.

As the first step in his plan to take back control of Parker Industries, Otto decided to create for himself a new suit that could maximize the full potential of his new body with the help of HYDRA's scientific division. Upon the completion of this suit, Otto stated that the Doctor Octopus of the past is no more and that he was now the "Superior Octopus".

The next step in his plan was to have numerous HYDRA agents infiltrate the staff of Parker Industries' London branch in order to covertly breach the first of the company's four major safeguards against hacking into their secure servers.

When HYDRA began their conquest of America, Peter, who was in London for an important interview, rushed to his company's London HQ in order stock up on supplies he would need to aid his fellow Avengers in the battle with HYDRA. Peter was quickly ambushed by the HYDRA agents working for Otto upon entering the building and would have been overwhelmed if not for Otto calling them off, so that he could have a private conversation with him.

Once the two of them were alone, Otto revealed his intention of taking back the company he created from Peter by force, but due to his and Peter's newfound kinship, he offered to call an end to hostilities between them if Peter agreed to peacefully hand over the company to him. As Otto expected, Peter outright refused to give Otto control of the company and instead tried to reach out to the good in Otto that he knew existed deep down inside of him by asking him to return to America with him and help the Avengers fight HYDRA.

Otto refused Peter's offer and tried again to convince Peter to relinquish ownership by stating that it was he who created Parker Industries in the first place and that the only reason the company has become a success under Peter's leadership is because during Otto's time inside the Living Brain he secretly manipulated the stock market to help push events in Parker Industries favor.

Peter tried to defend his tenure as Parker Industries CEO by pointing out how his discoveries and inventions, such as the company's most successful product the Webware, were a major part of the company's success, but Otto countered his claims by pointing out that most of Parker Industries products, either intentionally or unintentionally, were based off things he invented during his time as Spider-Man and that the Webware was actually an inferior copy of the communicators he and Peter used during the war with the Inheritors much to Peter's shock.

Seeing that Peter was adamant about not relinquishing his role as CEO willingly to him, Otto puts his contingency plan into action revealing that he invaded the Parker Industries New York branch prior to coming to London and planted a device in the building that would make it look like that Parker Industries (and to a greater extent Peter) was responsible for the Darkforce dome that HYRDA created around New York City trapping its people. Otto hoped that the prospect of being blamed for the chaos in New York would force Peter to meet his demands but it only served to enrage Peter with a fight quickly ensuing. Before either of them could land a decisive blow, Tony Stark broadcast an emergency call to all Avengers to come to Washington D.C. immediately forcing Peter to retreat. Once Otto had destroyed the London branch's safeguards and taken what he wanted from the building, Otto blew up the building to cover his tracks.

Following the Avengers defeated at Washington D.C., Otto traveled to San Francisco in order to destroy the next safeguard located at Horizon University. He was initially met with hostility by the city's local heroes and the university's staff, but convinced them to stand down by citing that any attempts to stop him could threaten the fragile peace between America's Mutant population and HYDRA. As his grunts looted the building and destroyed the company's third safeguard, Otto wondered why Peter didn't appear to try and stop him.

The Amazing Spider-Man vs. The Superior Octopus

Otto got his answer when he tried to single handedly capture Parker Industries Shanghai branch. Peter had chosen to let Otto take the San Francisco branch, so that he could focus on fortifying the Shanghai branch against Otto and HYDRA. While it surprised Peter that Otto came alone, he chose to take advantage of the situation and turn loose all of Parker Industries' tech against Otto, but he quickly turned the tables on Peter by revealing that before he left the Living Brain he installed a sub-routine inside of most of Parker Industries tech that would allow him to seize control of them whenever he chose. As Peter was being attacked from all sides by his own technology, Otto began to gloat about how he would soon by able to take all the company's resources and intellectual property for himself once he destroys the last safeguard.

As Peter listened to Otto gloat, he began to realize that when he attacked the New York, San Francisco and London branches he had an army of HYDRA soldiers by his side, but he was trying to take the most heavily fortified branch all by himself. Otto tried to claim that he wanted the pleasure of destroying Peter all to himself, but Peter knew that the real reason Otto came alone is that he is planning to betray HYDRA once he gains control of the company. With Peter now having realized his true agenda, Otto quickly rushes to the buildings server room to complete his mission while also trying to brush off Peter's claims as he leaves. This proved to be a mistake as it gave Peter and his employees time to regain control of their tech and enact Peter's final plan to thwart Otto. Otto began to access the company's inner most secrets when the servers suddenly began to shut down. His confusion as to why the servers suddenly started crashing was soon dispelled as Peter revealed over the intercom that he had ordered his employees to destroy ever scrap of technology, research and information owned by the company to make sure that neither Otto nor HYDRA could ever get their hands on it.

Enraged that Peter had destroyed the info structure of the very company he built just to spite him, Otto unveiled his newest weapon, a modified version of the electromagnetic pulse weapon that Norman Osborn used on Peter in Symkaria, and attempted to destroy Peter's armor in the hopes that it would leave him at his mercy. While it successfully destroyed Peter's armor, it didn't stop Peter as he had anticipated Otto might try something like that and hid his original costume underneath the armor, so he wouldn't be defenseless after the armor's destruction. While Otto was caught off guard by Peter's countermeasure, Peter revealed that he had figured out a way to use the same program Otto used to take control of his company's tech to make Otto's tentacles start attacking him. Coming to the realization that he had lost, Otto quickly fled and abandoned his malfunctioning tentacles and mask in order to blend into the crowd of bystanders watching their struggle knowing that Peter wouldn't be able to find him without his mask on as Peter did not yet know what his new body looked like yet.

The HYDRA Avengers

When Otto returned to HYDRA's headquarters, Zola congratulated him on successfully destroying Parker Industries as it was one of the few organizations left after the fall of S.H.I.E.L.D. that could oppose their rule. Furthermore, Zola informed Otto that the HYDRA Supreme wanted him to know that he now personally considers Otto to be one of his greatest soldiers due to his success.

While Otto verbally told Zola that the HYDRA Supreme's personal compliments were a great honor, internally, he resented the very idea that he was someone else's minion and that he would have his revenge on Peter for denying him the chance to be the king of his own global empire.

In the months following HYDRA's successful takeover of America, Otto was recruited into a newly formed Avengers team that HYDRA created to serve as the "heroes" of their new regime. During his time with the Avengers, Otto assisted in the defeat of the monster Krigorrath and traveled to the Mutant republic of New Tian to assist in stoping a group of Mutant rebels from freeing their leader Sunfire.

Otto was later seen helping to defend HYDRA's forces at the Capitol Building during the Underground's final assault against HYDRA's rule. Otto was one of the few high ranking members of HYDRA who avoided capture after the HYDRA Supreme's defeat at the hands of Captain America and the collapse of HYDRA's regime.

Go Down Swinging

Shortly after Norman Osborn bonded with the Carnage Symbiote to become the Red Goblin, he transformed his grandson Normie Osborn into a child-like version of his Red Goblin form by forcibly bonding him to a piece of the Carnage Symbiote. He then commanded his newly dubbed "Goblin Childe" to find and kill Spider-Man's Aunt May, so that he might emotionally cripple Spider-Man as part of his larger plan to destroy Spider-Man once and for all.

Before Normie could kill May however, Otto rushed to her defense as the memories of May Parker and sense of responsibility he received from Spider-Man compelled him to protect her. As he battled Normie, J. Jonah Jameson arrived piloting a remotely-piloted Spider-Slayer to protect May as well. Initially, Jameson believed that Otto was working with the Osborns and tried to protect May from Otto, but Otto was eventually able to convince Jameson that they were on the same side and the two joined forces and were able to overwhelm Normie.

Unfortunately, Norman's unexpected arrival caused their defeat as Jameson and Otto were no match for the combined strength of two goblins and were subdued. Then Norman turned his attention towards May and attempted to kill her, but Otto jumped in the way and took the barrage of darts that were meant to kill May.

If not for Agent Anti-Venom using his Symbiote's healing powers to heal Otto's wounds, Otto wouldn't have survived his confrontation with the Red Goblin. As a result of Otto's valiant efforts to protect his aunt during the Red Goblin's rampage, Spider-Man decided to forgive Otto for all his past acts of evil and start their relationship over with a "clean slate" as friends rather then enemies.

Otto as "Elliot Tolliver"

After the Red Goblin's defeat, Otto decided to leave his villainous past behind him and start over in a city. Choosing San Francisco as the city he would begin his new life in, Otto adopted the identity of "Elliot Tolliver" and applied for a position at Horizon University, so that he could secretly use the university's resources and technology to resume his heroic career as the Superior Spider-Man. He also had another motive for choosing Horizon University to work at as it was also the university that his old flame Anna Maria Marconi worked at and wanted to be close to her with out her knowing, but Anna was instantly suspicious of his motives.

Spider-Geddon

"Otto Octavius has conquered death! I am immortal! I am superior! Who can stand against me now?" — Superior Octopus

Just your friendly neighborhood Superior Octopus

As San Francisco's new resident super hero, Otto tried to redeem his image in the public eye by fighting crime in his Superior Octopus persona. His first act of super heroics was battling the mercenary group Night Shift who were in the middle of a crime spree at the time. Otto was able to best them with little effort, but rather then continue a fight he knew he could easily win, he offered the mercenaries a deal instead of continuing the fight. Wanting a group of minions similar to his creator's Spiderlings to help him with his super hero duties, he gave the members of Night Shift the opportunity to work for him as his agents in exchange for monetary compensation that he would supply from his own persona funds. Not wanting to continue being pummeled and seeing the advantages of working for their foe, the mercenaries agreed to Otto's proposal with their first task as his new employees being to return all the items they had stolen. Being taken his leave of Night Shift, Otto warned them not or they will not live long enough to regret it.

The next day, after working at his day job at Horizon University and saving some civilians on the Bay Bridge, Otto was confronted by Arnim Zola, a bio-duplicate of Gorgon, and some HYDRA agents who sought to convince him to rejoin HYDRA as reacquiring his services would be a major accomplishment towards rebuilding HYDRA. Otto refused their invitation stating that already helped HYDRA with their previous attempt at taking over the United States thereby fulfilling his end of their original and had no intention of rejoining HYDRA. Not not liking Otto's refusal of their offer or his insolence to them, the HYDRA members attack Otto. During the fighting, the Gorgon bio-duplicate turns the Superior Octopus to stone and shatters him. Thinking their enemy dead, the villains are shocked to see another Superior Octopus emerge from behind them. Before the Gorgon bio-duplicate can turn the newly arrived Superior Octopus to stone, Otto quickly destroys the Gorgon bio-duplicate then swiftly defeats Zola. Rather then kill, Otto lets Zola go on the condition that he and the rest of HYDRA's leadership never come for him again. As Zola flees, Otto internally monologues that the reason he die earlier was because he had secretly created a series of cloned bodies, using a combination of cloning technology he acquired from Jennix and Miles Warren, that his consciousness would he instantly uploaded into should anything happen to his current body.

Later, after Otto forces Count Nefaria into retreating from Los Angeles, he is confronted in his secret cloning workshop by the Ultimate Spider-Man and the Web Warriors. Wanting to know what they were doing in his secret cloning lad, the Spider-Heroes revealed that they had recently discovered that cloning process has been 'hacked' by the Inheritors (due to the fact Otto had used Inheritor technology in the creation of cloning process) and that the Inheritors had secretly used Otto cloning workshop to create new bodies for themselves. Being skeptical that the Inheritors could have done this without his knowledge, the Spider-Heroes further elaborated that they had secretly fed his computers hours-old data, so that he wouldn't notice what they had done till it was too late and that the only way to stop them before they could fully resurrect was to destroy all the clones before they could finish downloading their minds into them. Still refusing to believe them, the Spider-Heroes decided to destroy Otto's lab anyway with Otto fighting back against them to defend his clones. As he fought them, he stated that it was impossible for the Inheritors to outsmart him like that and that, even if it was true, none of this would be happening if the Spider-Heroes had listened to him in the first place and destroyed the Inheritors when they had the chance in the previous conflict with them. The Spider-Heroes' fears came to pass as Jennix, Morlun and Verna emerged from the nearby clone vats and attacked the heroes as they fought one another catching them by surprise. As he watched the Inheritors kill Spider-Man Noir and Spider-UK right in front of his eyes, Otto realizes that their blood is on his hands and that their deaths could have been avoided if he had listened to the other heroes and that the fallen heroes with Otto quietly saying to himself "What have I done...".

As Otto was frozen with guilt over being responsible for his fellow Spider-Heroes' deaths, the Inheritor Jennix grabbed him and attempted to drain his lifeforce, but who tossed him aside when he realized he wasn't a true Spider-Totem due to only being a partial clone of one. As it became painfully obvious the Spider-Heroes couldn't win that fight with the Inheritors, Octavia Otto, a female counterpart of Otto from an alternate universe who had recently joined the Web-Warriors, programmed Otto's lab to self destruct to destroy the cloneing vats to prevent more Inheritors from being resurrected and hopefully destroy the already resurrected Inheritors in the process or at the very least trap the Inheritors under debris long enough for them to escape. Unfortunately, as the Spider-Heroes made their escape from the crumbling laboratory, Spider-Gwen was captured by Verna and in the process acquired one of the Web-Warriors' Dimensional Travel Watch which she used to trap Spider-Gwen in another universe and all the Inheritors to safety. With the loss of Spider-UK, Spider-Man Noir and Spider-Gwen, the Spider-Heroes chose to re-group on Loomworld, so they might consult the Master Weaver on what course of action to take next.

Their discussions on what course of action to take next proved fruitless as each hero had a different idea on what to do next leading to arguments over whose idea they should implement. The Master Weaver soon grew tired of the heroes' constant bickering and suggested that the best course of action would be to bolster their forces by recruiting other Spider-Heroes from across the Multiverse to help stop the Inheritors' resurgence rather then waste time arguing with each other.

"I did. But that identity has... baggage. And this is war is one of spiders, is it not? Thus, I have decided the time is ripe... for the return of the Superior Spider-Man! The die is cast!" — Superior Spider-Man

Since his Superior Octopus costume was damage during the fight with the Inheritors, Otto decided he need to return to his lab at Horizon University to get it repaired. Knowing that he might get ambushed by the Inheritors en route to his lab, Otto asked Octavia and Spider-Punk to accompany him to his own reality for protection. Once he arrived at his lab, Otto decided that this new conflict with the Inheritors was the perfect opportunity to discard his Superior Octopus identity and instead chose to replace his damaged costume with a new Spider-Man costume so that he become the Superior Spider-Man once more and stand alongside his fellow Spider-Heroes against their common enemy, the Inheritors.

After becoming the Superior Spider-Man once again, Otto suggested to Spider-Punk and Octavia that their next course of action should be to recruit Scarlet Spider to their cause since the powers he possessed as the host of the Other allowed him to defeat the Inheritors' patriarch the last time they fought the Inheritors. Unfortunately, after locating Scarlet Spider, Otto was shocked to learn that his info was out of date as Scarlet Spider's body no longer hosted the Other and no longer possessed the powers he previously used to best the Inheritors. While this development was definitely a setback that Otto had not foreseen, Otto welcomed Scarlet Spider into their ranks since they needed all the Spider-Heroes they could get to oppose the Inheritors.

To help with their recruitment drive, Scarlet Spider suggested they also recruit Ben Reilly as well, but Otto outright refused this idea since Jennix was targeting the very cloning technology used by Ben Reilly during his time as the Jackal and because of his own distrust of Ben over what happened during his time working for Ben at New U Technologies. Unbeknownst to them, Ben had eavesdropped on their conversation and secretly followed them through the portal they used to go to their next destination.

Otto next traveled to Earth-1048 in order to recruit the Marvel's Spider-Man of that reality to his team. While there, he helped Spider-Man to defeated the Tarantula of that reality while learning about the fate of his counterpart in that reality. Before he departed with Spider-Man to recruit the next Spider-Hero, Otto left a Spider-Bot on Earth-1048 for as yet unknown reasons.

Their Multiversal recruitment drive next took Otto and his team to Earth-51778 where they recruited the Tokusatsu Spider-Man. Once Otto had finished assembling his team, Ben Reilly, who had been following them across multiverse, revealed himself to Otto and asked to join the fight against the Inheritors. While Otto was against the idea at first, he eventually accepted Ben's offer since the technology that the Inheritor's were using was created by him which meant that Ben might know a weakness in the technology that they could exploit.

Powers & Abilities

Powers

Current

As a result of of having his body magically altered by his deal with Mephisto, Otto's cloned body has now been turned into an exact copy of the original Doctor Octopus' body at the very beginning of his super villain career. As such, he now possesses all the powers the original possessed in his prime.

• Tentacles
  • Telepathic Control over Tentacles
  • Telescoping
  • Superhuman Striking Force
  • High-Wind Generation
  • Wall-Climbing and Traveling
  • Sensation Feeling
• Superhuman Concentration

Former

• Spider- Physiology: During the time that Otto inhabited a hybrid clone of his original body and Spider-Man's, Otto possess all the powers that Spider-Man currently possesses, including...
  • Wall Crawling:
    • Mark of Kaine:
  • Superhuman Strength:
  • Superhuman Speed:
  • Superhuman Stamina:
  • Superhuman Durability:
  • Superhuman Agility:
  • Superhuman Equilibrium:
  • Superhuman Reflexes:
  • Regenerative Healing Factor:
  • Contaminant Immunity:
  • Spider-Sense:
    • Radio Frequency Detection:

During his time inside of the Living Brain's body, Otto possessed various powers unique to the robot, including...

• Superhuman Strength: As the Living Brain, Otto was able to analyze the strength of Spider-Man's webbing, deciding how much pressure to apply, and then plowed right through it.
• Superhuman Durability: While stored within the Living Brain, Otto possessed durability far surpassing a normal human. His durability was so great that he was able to withstand multiple energy attacks from the Parker Industries S.W.A.T.-Bots with relative ease.
• Self-Repairing System: While in control of the Living Brain's body, Otto had nanites stored within himself that could quickly repair any damaged body part.

Abilities

Due to the fact that he is a clone of the original's consciousness, Otto possesses all the knowledge and skills that his progenitor had, including...

• Genius-Level Intelligence: Otto is a multi-discipline scientist with expertise in various fields of science.
  • Radiation Specialist: Otto is one of the world's leading authorities on nuclear radiation and its effect on animal physiology.
  • Engineering: Otto was already a brilliant engineer and inventor, but his knowledge in these fields has been further enhanced due to the fact that he now possesses Peter's own knowledge on the subject as a result of his new body containing parts of Peter's DNA in it.

Weaknesses

Current

• 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.
• Memory Loss: As a result of his deal with Mephisto, Otto is now missing portions of his long term memory relating to both his time as a super hero and his knowledge of Peter Parker. It is currently unknown exactly how much of his long term memory has been affected or whether the loss of these memories may affect his personality.

Former

During the period when he had spider-based powers, Otto possessed the same weaknesses that Spider-Man had along with all the weaknesses he already possessed, including...

• Spider-Sense Disruption: Otto'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 or the Venom Symbiote. When deprived of his spider-sense, Spider-Man becomes vulnerable to surveillance and attack, and web-slinging requires most of his concentration.
• Ethyl Chloride: For reasons unknown, all individuals with spider-based are susceptible to the pesticide ethyl chloride. This chemical is frequently used as a weapon by the Spider-Slayers.
• Pill Dependence: In order to prevent his original cloned body from breaking down due the cellular breakdown caused by a flaw in the Jackal's cloning process, Otto has to ingest daily a pill provided by him. Currently, this weaknesses no longer applies after he managed to mind his mind and consciousness into the Proto-Clone that was immune to degeneration

Paraphernalia

Equipment

Current

• Tentacles: The duplicate tentacles that Otto received as part of his deal with Mephisto serve has his primary form attack, defense and transportation.

Former

• Superior Spider-Man Suit:When Otto decided to assume the heroic mantle of his creator, he constructed for himself an exact copy of the original Otto's Spider-Man suit to help augment his spider powers and to help disassociate himself from negative public perception of his Superior Octopus identity.
  • Web-Shooters: The suit was also equipped with wrist mounted Web-Shooters similar to the ones the original Otto used as during his time as Spider-Man which he primarily used to augment his Spider based powers.
• Superior Octopus Suit: After joining HYDRA, Otto constructed a new suit that could better utilize the powers of his new body. The suit was created through a combination of technology from his tentacle harness and his Superior Spider-Man costume, so the suit has all the capabilities of both.

Trivia

• Otto is an atheist.
• Similar to Ben Reilly and Kaine, Otto was not considered a true Spider-Totem during his time as Spider-Man even though he was in a partially cloned body of Spider-Man that possessed all of his Spider-Totem powers.
• Otto's former civilian identity, "Elliot Tolliver", has a meaning that reflects his egomaniacal tendencies 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.
• Otto doesn't like kielbasa.

See Also

• Gallery

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