Superior Spider-Man

Background

"Dying Wish"

It had all come to a head. After years of beatings and radiation exposure, Doctor Otto Octavius was going to die. His final Master Plan, using the Octavian Lense to accelerate global warming, was defeated by Spider-Man and the Avengers. Otto's crippled, failing body was rescued from his under water lair in Guatemala and taken back to New York to spend it final days on life support. That is, until a tiny golden octobot slipped out of New York harbor and found its way to Spider-Man, who was in mid battle against two Hobgoblins: Roderick Kingsley and Phil Urich. The tiny machine jabbed at the back of Spider-Man's neck and implanted all of Doctor Octopus's brain waves and memories into his enemy's brain. Peter's brain waves, meanwhile, were transferred to Otto's withered body.

Peter, in Octavius's rapidly dying body, made a plea to New York's super villains to save him with reward of millions of dollars. Soon, he was rescued by the Scorpion, Trapster and Hydro-Man, despite his dislike of using his enemies to save himself. Otto was using the time to try and get close to Mary Jane when a news alert told him that Dr. Octopus had escaped and was at large. He immediately booked a flight to Belgium, knowing that his old body would be dead during the flight time. He changed his mind after seeing mayor J. Jonah Jameson on TV calling Dr Octopus a failure whom had never brought a single "master plan" to fruition. Otto was soon back as Spider-Man.

Spider-Man "saved" his friends (junior and senior Jonah Jameson, May Parker, Mary Jane, the staff of Horizon Labs, Robbie Robertson, Glory Grant and Norah Winters) and kept them locked in a safe room at Avengers Tower. Peter had, by this time, stormed police headquarters with his criminal allies and stolen back the golden octobot. He hoped the device could put his and Otto's minds back where they belonged before Otto's body finally succumbed. He was briefly confronted by Officer Carlie Cooper, an ex-girlfriend of Peter's. Peter tried to convince her that he was really Peter, but she took a shot at him and the bullet ricocheted off the tentacles and hit her arm. Peter quickly bandaged her arm and fled with his allies.

He took them to Avengers Tower, where he met "Spider-Man." The Tower's security recognized the criminals as enemies and engaged them while "Spider-Man" observed. He let it slip that Jonah Jameson was nearby and the Scorpion abandoned the fight against the security to find his hated enemy and Hydro-Man followed him. (Trapster had been captured by the police.) Scorpion found the helpless friends and was about to kill Jameson Sr. and May when "Spider-Man" intervened. May was the only one he cared about and took out his rage on Scorpion for endangering her. His punch was too much, as it removed Gargan's jaw from the rest of his head. Peter made one final attack on "Spider-Man" and the two fell through Avengers Tower's window to the street below.

The golden octobot failed to pierce the metal plating that Otto had added to the Spider-Man costume but it did manage to beam Peter's memories into Otto's mind. Just before Octavius's body failed and took Peter with it, Otto promised him that he would continue on as Spider-Man. "Farewell, Peter Parker. Know this, I will carry on in your name. You may be leaving this world, but you are not leaving it to a villain. I swear. I will be Spider-Man. Better yet, with my unparalleled genius—and my boundless ambition—I’ll be a better Spider-Man than you ever were. From this day forth, I shall become…The Superior Spider-Man!” (Amazing Spider-Man #700)

Several days later, Otto was surveying Peter Parker’s lab room at Horizon Labs and was unimpressed. He decided that he could do better with his own laboratory at a secret hideout, which he soon had to break into. The security system attacked him, as it was wired to recognize Otto’s own biorhythms…none of which he currently had. As he fought his own security, he listened to a taped message of himself mock the intruder that dared to enter his private lair. After the security machinery was destroyed, Otto found himself as Doctor Octopus to be a failure and decided to put Doc Ock behind him. He fully embraced being the Superior Spider-Man. (Avenging Spider-Man #15.1)

"My Own Worst Enemy"

His first challenge as Spider-Man came in the form of a new Sinister Six (Boomerang, Beetle II, Living Brain, Speed Demon, Override and Shocker) , whom were stealing machinery that could control the weather. Superior scratched Boomerang during the fight, injecting him with nano-spider tracers. The tiny machines also allowed him to eavesdrop on the escaped criminals, and knew they would next attack Horizon Labs. He had several new inventions waiting for them, all designed to attack their weaknesses. Otto was about to kill Boomerang as a warning to others who would fight the new Spider-Man, when he felt forced to let him go. Little did Otto know but part of Peter was still in his mind and he refused to let Otto kill. (Superior Spider-Man #1)

Otto re-focused his energy on becoming intimate with Mary Jane, with no success. He eventually broke up with her after realizing that it is impossible for them to have a normal relationship. He had not only acquired Peter's memories but also his feelings for MJ and decided to set her free. (Superior Spider-Man #2) MJ had started a nightclub at The Wake, the former hideout of Adrian Toomes, the Vulture. He sent children dressed as vultures to steal back the jewelry he had been forced to leave at The Wake. Otto followed Toomes magnetic signature to his new hideout and tried a new tactic against him: bribery. Otto had $50 million in hidden bank accounts around the world and offered to give it to Adrian in return for his retirement from crime. Toomes didn't buy it and sent the child-vultures after him. Otto was stunned that his old ally would use children as lackeys and regretted hitting one of them, as it reminded him of his father beating him as a child. He defeated Toomes by blinding him in midair with mayor Jameson's spider signal. However, the extra violent means in which Vulture was beaten arose the suspicion of Carlie Cooper. (Superior Spider-Man #3)

Octavius took a personal interested in apprehending the mass murderer known as Massacre after the psychopath murdered Dr. Ashley Kafka at Ravencroft Asylum. He also created a spinal harness for May Parker to help her walk again after her physical therapist, Sha Shan, said that under the best circumstances May would need a cane. Max Modell, irritated with "Peter's" suddenly arrogant personality, reminded him that he never got his doctorate, which Otto refused to do without. He re-enrolled at Empire State University so he could be called "doctor." At the same time, the left over child-henchmen of the Vulture encountered the Green Goblin, who informed them that he could keep them safe from Spider-Man. (Superior Spider-Man #4) Massacre took hostages at Grand Cbetral Station, forcing Spider-Man to kill him, which drew the suspicion on the Avengers. (Superior Spider-Man #5)

"Superior Spider-Man vs Daredevil, X-Men, Electro, and Sleepwalker"

Otto soon faced Daredevil, mistakenly believing that he was a menace to society. Despite his heightened senses, Murdoch didn't sense anything different about Spidey, despite his lack of chatty joking. They were distracted by Stilt-Man, who was robbing a helicopter midair. Otto jumped into the fight recklessly but noticed that the upgraded stilts and arms were of the Ock tentacle designs. While Otto was caught, Daredevil found a way to smash into Stilt Man's control panel. (Daredevil #22)

Spider-Ock soon teamed with the X-Men, when a giant mutated spider attacked New York. Otto was able to silently analyze and critique the X-Men's powers and considered Beast to be an inferior scientist, as his use of Shi'ar technology instead of creating it on his own. Otto got into a fight with Wolverine after a verbal disagreement, forgetting that they were all on the same side. Logan realized that something was wrong with Spidey and Rachael Summers tried to read his mind. Otto explained that everyone has wanted to hit Wolverine at one point or another and that if they read his mind, he would sue for privacy invasion. Beast then says that the spider they defeated has a combination of human, mutant and spider DNA. Mister Sinister is blamed, but Otto sees the girls blond hair and instantly makes a connection to the Jackal. (Avenging Spider-Man #16)

Otto was soon working with the Mighty Thor, after Electro returned to earth. (The God of Thunder had blasted him into the sky when the Avengers faced the Sinister Six. (Amazing Spider-Man #683)) After returning, Dillon changed his powers via the scientists at A.I.M. (Advanced Idea Mechanics) and went after Thor. Octavius feared that the clash of energy between the two beings could destroy New York State and found a way to absorb and then blast Electro's energy into space. He told Thor that Electro had dissipated, but he had really been sent to Otto's lab, held prisoner along with the Sandman. (Avenging Spider-Man #18)

Otto was saved by Sleepwalker after he was attacked by a parasitic worm from another dimension. The worm possessed Spider-Man and controlled his actions, while using Octavius's fears against him as he dreamed. The worm used Otto's memories of his father's abuse to control him until Sleepwalker convinced him that he was dreaming. Otto forced the worm out and Sleepwalker blasted it. Spider-Man was less than grateful and told Sleepwalker to do a better job of dealing with fear worms. (Avenging Spider-Man #19)

"A Troubled Mind"

Spidey badly injured Screwball and Jester after the duo humiliated him in public. (Superior Spider-Man #6) Spider-Man's unusually violent reaction shocked the Avengers. After being captured by the team, he was subjected to a brain scan that found him to be...completely normal. Only Otto himself noticed a small anomaly in the results and soon determined that he needed a device of his own design to get clearer results. However, the Neurolitic Scanner had been stolen by Cardiac for medical treatments on a little girl. Otto tracked him down and was about to remove the helmet from the girl when Cardiac claimed that she was in her condition because of Doctor Octopus. She had been in a car accident and had brain damage, which was worsened by the global warming scheme he had undertaken. Feeling responsible, Spider-Man performed surgery on the girl himself and in return, Dr. Wirtham handed over the Scanner. Back at Horizon Labs, Otto determined that the anomaly was a remnant of Peter Parker. (Superior Spider-Man #7 and #8)

Otto began to erase the remains of Peter and his memories but Parker was more stubborn than he expected. They did battle in their shared mind and Otto emerged triumphant after winning a moral victory against Peter. Peter had been willing to sacrifice the young girl that Otto had rescued in order to save himself and keep himself hidden from the Scanner. (Superior Spider-Man #9) Now free of Parker's influence, Otto took to enjoying the trappings of a normal life. He had dinner with May Parker and both Jonah Jamesons, then a date with his science tutor. He blew through his doctorate test and apprehended criminals working for the Owl and White Dragon. Tombstone was caught, as well as Hammerhead. Little did Spider-Man know, but the few thugs that escaped him were being recruited by the Green Goblin. (Superior Spider-Man #10)

"Deadpool"

Otto soon had to suffer through working with Deadpool, who was on a mission to kill Daniel Gump, a pre-cognitive businessman and criminal. Spider-Man showed up to stop him but they were distracted by Gump's hired bodyguards: Taskmaster, Chance, Trapster and Lady Stilt-Man. After most of the costumed combatants were stuck in Trapster's glue, Deadpool went after Gump and Lady Stilt-Man with one of Otto's web shooters. Spider-Man showed up shortly after Deadpool killed his target. Spider-Man knocked him out and webbed up for the police but Deadpool escaped with a tiny blowtorch. (Deadpool #10)

"Spider-Man vs Chameleon"

Around the same time, Otto took out a group of A.I.M. terrorists just in time for S.H.E.I.L.D. to arrive. They took him to the Helicarrier for questioning, which is just what he had wanted. Aboard the flying fortress, he unleashed his mini-spider drones which sought out one of SHEILD's prisoners: the Chameleon. The tiny devices found him but the Helicarrier was attacked by a group of Russian assassins that had been sent to kill Smerdyakov. By the time Spider-Man got to Chameleon's cell he was gone and the Hulk was in his place. (Avenging Spider-Man #20)

Spidey managed to escape from the Hulk and fight his way through the assassins. Chameleon had cut the face off of a SHEILD doctor and was wearing it but Spider-Man saw through the disguise. Chameleon managed to stab him in the neck with a pen and nearly escaped until he was stopped by one of the Russians. Spidey stopped the seemingly undead killer and used his teleporter to move the Russian and Chameleon off of the Helicarrier. Spidey told, Col. Fury that Chameleon had escaped to the assassin's attack ship, which was quickly blown out of the sky. However, Smerdaykov and the assassin were instead transported to Spider-Man's hideout for imprisonment. (Avenging Spider-Man #21)

"No Escape"

Soon Jonah called for Spider-Man to be present when Alistaire Smythe was executed at the Raft. Jameson expected that Smythe would try to escape at the last moment and he proved to be right. As he was strapped into the lethal injection chair, Alistaire's tiny robots laid siege to the prison. Otto had expected that and had his own mini-robots ready and waiting. While Spider-Man attacked the mad inventor, Smythe's robots arrived at the holding cell of the Scorpion, Vulture and Boomerang. The machines freed them and restored Vulture's vision. In return, he asked that they kill Spider-Man. (Superior Spider-Man #11)

Alistaire was chased off by Mayor Jameson in a suit of armor and Jameson made it clear to Spider-Man that he sole priority was to kill the mad scientist. Otto was soon in a violent battle with Vulture, Scorpion and Boomerang but they were given new instructions via radio links from Smythe to kill Jameson and the other hostages. Scorpion gladly pursued his old enemy and the Vulture went after the hostages. Spider-Man defeated the solo Boomerang by webbing his exploding boomerangs to him and then proceeded to head to Smythe's location, ignoring the mortal danger presented to the others. Meanwhile, the Lizard escaped from it's cell. (Superior Spider-Man #12)

When Octavius caught up to Smythe, the battle turned against the Spider-Slayer, who tried to bargain with Spider-Man. Instead, Otto impaled Smythe with his own mechanical tentacle. Spidey claimed that the only way to save the civilians was to kill Smythe and thus disable his machines, as well as the upgrades given to Boomerang, Scorpion and Vulture. As the group began to leave The Raft, Smythe's corpse attacked them, as his mind was kept alive by his cyber-suit. Otto tackled Alistaire and took him over the edge of the island, then told him that he was Otto Octavius before Alistaire's mind died. Later, Otto used a recording of Mayor Jameson telling him to kill Smythe to blackmail the mayor into giving him The Raft as his own private base of operations, called Spider-Island 2. (Superior Spider-Man #13)

Spider-Man soon took his "take no prisoners" style to Shadowland to confront the Hobgoblin and Wilson Fisk. Armed with gigantic spider-bots and professional soldiers, they engaged Kingpin and his ninjas of the Hand in hand to hand combat. Once Otto let it slip that he intended to kill Fisk, the Kingpin killed his body double and escaped in a personal submarine. He left the Hobgoblin to fend for himself and Urich escaped, despite being captured on camera by one of Spider-Man's spider bots. Soon, the battle was over and Shadowland was destroyed. However, many of the escaped ninjas joined the Green Goblin and his takeover of mob goons. (Superior Spider-Man #14)

Otto was surprised to learn that the Hobgoblin had escaped from Shadowland alive and set out to change that. However, his spider bots were failing to track Hobby's movements, despite the small one man crime wave he was carrying out. (Hobgoblin owed money to Roderick Kingsley and to the Tinkerer, who was upgrading his equipment to survive future confrontations with Spider-Man.) Octavius eventually caught up to the Hobgoblin, whom escaped into a crowd as Phil Urich. Urich went to the Daily Bugle and to Robbie Robertson to demand more money but the spider tracers on Phil carried an audio function. This allowed Spidey to determine that Urich was the Hobgoblin. He soon hacked into the TV news stations to "out" Urich and told New Yorkers to find him for him. (Superior Spider-Man #15)

"Superior Spider-Man and Morbius"

Around this time, Spider-Man traveled to Brownsville, New Jersey to capture Michael Morbius. Morbius had been a scientist at Horizon Labs and had recently been captured and sent to prison by Peter Parker. Morbius didn't stay long and soon hid in Brownsville. The vampire was soon re-captured and taken back to Horizon, where Max Modell explained to him that a break in had occurred and many of Morbius' notes and devices had been stolen. They wanted him to determine what was stolen, who would want his work and find out who did it. In return they would help him find the cure for his condition. Otto agreed to help, but was indignant to have to be involved in an investigation of petty theft. Soon, Otto's spider sense was buzzing so badly that he couldn't concentrate and was beaten by a woman who appeared, calling herself Nikoleta Harrow. (Morbius the Living Vampire #6) After the trio recovered, they came up with a plan to cancel out Harrow's influence on the spider sense and follow the frequency that she used to find her hide out. At the hideout, Morbius and Harrow were teleported back to Brownsville just in time for The Rose to detonate the Ultimate Nullifier. Spider-Man, back at the hideout, found the stolen equipment. (Morbius the Living Vampire #7)

"Spider-Ock vs the Jackal"

Soon after, Otto seemingly went on a rampage across New York, attacking other vigilantes including Cloak and Dagger, Daredevil, Moon Knight, Gravity, Power Man and Iron Fist, Sun Girl, Doctor Strange and Ant Man. After the Avengers assembled to take him down, it was found out that he had been tracking the Carrion virus, which had been infecting various super heroes. It finally infected Hyperion but was beaten by a gun devised by Octavius. It took Carrion hours to reform, but he later joined the Jackal at his headquarters. (Superior Spider-Man Team Up #1)

Otto was feeling pretty good about his new life, until he returned to his apartment and was confronted by the last person he wanted to see, Scarlet Spider III. Octavius remembered how Kaine had murdered him years ago and threw him out a window in a fit of rage. Their fight was broken up by a group of human-spider hybrids, with some powers of the X-Men thrown in. As Kaine dealt with the mutations, he was nearly killed by Spider-Man, who planned to blame his death on the hybrids. The Jackal, Carrion and a Miles clone then arrived and saved Kaine. The fight began to turn against the Jackal, until a new Gwen Stacy clone arrived with advanced weaponry and incapacitated both Spiders. (Superior Spider-Man Team Up #2)

Spider-Man soon found himself chained up in a warehouse. Jackal informed him that he was going to harvest Peter's DNA and add it to his creations. His plan was to exterminate humanity and replace it with mutant powered spider-clones. The Scarlet Spider managed to break free from his chains and forced one of the mutant creatures to fire a beam at Spider-Man, freeing him from his chains. The Gwen clone tried to shoot him and Otto nearly killed her, but she was saved by Kaine. Octavius let Kaine handle the clones and Jackal, letting him set off an explosion that destroyed the harvested DNA. Kaine managed to escape, much to Otto's disappointment. (Scarlet Spider #20)

"Necessary Evil"

Former Horizon Labs employee Tiberius Stone made his return to the labs with Liz Allan and her son, Normie Osborn. Liz had become the majority shareholder at Horizon and Tiberius was telling which employees were useful to her company, Allan Chemical. Otto's spider sense buzzed the entire time they were there, and he followed them as Spider-Man. Meanwhile, Grady used his "time door" to try and go back and prevent Stone from helping to take over Horizon, but he accidentally allowed the Spider-Man of the future, Miguel O'Hara, to arrive in the present. O'Hara had come to prevent Tyler Stone (his biological father) from being erased from history. O'Hara learned, much to his chagrin, Tiberius Stone was his grandfather and he was about to be killed by Octavius. (Superior Spider-Man #17)

Otto had no memory of Spider-Man from 2099, and saw him as a threat once Miguel let on that he knew Peter was Spider-Man. Tiberius tried to escape by using a device that set Spider-Man's spider sense into overload, making him drop a car that he was about to throw at O'Hara. The vehicle nearly flattened Normie but he was saved by the future Spider-Man. Miguel escaped with his grandfather and Otto was about to focus on finding him and the Hobgoblin, until he remembered that Allan Chemical was about to absorb Horizon Labs. He abandoned all other plans to focus on keeping his inventions out of Liz Allan's control. He was loading his devices into a truck with the Living Brain when word arrived to him that the original Hobgoblin had been spotted by his men. Suiting up, he saw 2099 arriving at Horizon with Tiberius. Miguel had followed the source of the time inconsistency to the lab but was knocked out by Otto before he could stop the impending time shift and explosion. (Superior Spider-Man #18)

Miguel eventually came to, but not with enough time to help Otto with the time shift. The Horizon team evacuated just before the explosion disintegrated the building, with Spider-Man still inside. In 2099, Tyler Stone destroyed the time machine, stranding Spider-Man 2099 in the past. Miguel joined the newly formed Alchemax as Tiberius Stone's personal assistant and Max cut ties to Peter and Spider-Man. Meanwhile, in the island country of Grand Tauro, Carlie Cooper and the Wraith discovered that Spider-Man's personal finances were coming from an account owned by Otto Octavius. Just the Horizon team was inspecting the ruins of their former laboratory, Superior returned in a flash of light from the future. (Superior Spider-Man #19)

Back in New York, Spider-Man happened to come across the Black Cat in the middle of a burglary. He gave Felicia none of the friendly banter that she was accustomed to and quickly knocked a tooth of hers out and left her webbed to the side of a building. Later, he had a dinner date with Anna Maria Marconi, a fellow scientist and his tutor. He asked her to join him at Parker Industries. Otto later presented his doctoral thesis the science committee at his university, but it was ended by Doctor Don Lamaze. Lamaze had been a colleague of Otto's and recognized the work that "Peter" was presenting as being Octavius's. (Superior Spider-Man #20)

Peter left the presentation in a fuming rage but was distracted when his mercenaries alerted him to the fact that Stunner was attacking the Daily Bugle. He webbed her with stronger webbing and left her for the police, but she found a way to disintegrate the webbing. Otto arrived at the university to deal with Lamaze when Stunner followed him, throwing a bus at him. The bus nearly crushed Anna Maria and Lamaze, but they were saved by Spider-Man. Stunner was defeated when the spider bots disabled her virtual reality technology. Later, Otto used the V.R. to appear as Otto Octavius and convince her that they had no future together. He also went to Dr. Lamaze's apartment and convinced him that Peter was his personal assistant and his doctoral thesis was legitimate. (Superior Spider-Man #21)

"Superior Six vs Lightmaster"

Shortly after the creation of Alchemax, the corporation was attacked by the Wrecking Crew who were looking to steal a particle engine. Spider-Man arrived with his Superior Six (Sandman, Electro, Chameleon, Vulture and Mysterion) and ended the robbery attempt. The Wrecking Crew escaped and Spider-Man nearly lost his mental control over the Superior Six, who had been under his mental control via implants. He also captured Sun Girl, a young vigilante that had attempted to stop the Wrecking Crew herself. (Superior Spider-Man Team Up #5)

Soon, the Superior Six were facing the Masters of Evil, who were acting as a distraction while their leader, Lightmaster, broke into Parker Laboratories to steal the particle engine. Sun Girl again showed up, much to the surprise of Lightmaster, as she is his daughter. She tried to destroy the engine at Spider-Man's command but instead activated it. Soon, New York was awash in ships, grounded planes and sand. (Superior Spider-Man Team Up #6)

Spider-Man was soon held captive by the Six, whom he had lost control over. Electro planned to use the particle engine himself, which would have given it far too much power. Sun Girl arrived to save her father and too out Vulture and Mysterion, while a sun blast freed Spider-Man from Sandman's grip. He quickly disabled Chameleon and Electro, then went after Sandman. The enormous criminal was beating him until Sun Girl destroyed the particle engine. (Superior Spider-Man Team Up #7)

"Superior Carnage"

Around this same time, Spider-Man was dealing with the Wizard, Klaw and the new Carnage. The new Frightful Four attacked city hall and Mayor Jameson when they were intercepted by Spider-Man and his spider patrol. Spider-Man separated Wizard from the group, correctly guessing he was the ring leader. This also made Wizard lose control over the Carnage symbiote and the creature went on a rampage, killing the spider patrol and badly injuring Klaw. The sound based villain exploded in a sonic explosion, leaving Spider-Man with the Wizard who was now bonded to Carnage. (Superior Carnage #4)

Wizard demanded to see his long lost son and was badly beating Spider-Man. Instead, Spidey had his men bring in the comatose body of Cletus Kasady. The alien abandoned Wizard to reunite with Kasady, whom it could now control. The pair were only separated when Klaw used a thunder as a sonic noise. Wizard went to jail, the symbiote was left in Spider-Man's custody (and kept prisoner along with the other criminals he had captured) and Kasady regained his mind after the brief reunion with the alien. (Superior Carnage #5)

While the symbiote was kept at Spider-Island, Otto had tampered the creature with chemicals to control its regenerative abilities and a sample was taken for research at another facility. The main symbiote was left at Spider-Island, watched over by two guards, who watched the creature die for unknown reasons. (Superior Carnage Annual #1)

"Darkest Hours"

Soon, Otto was giving a tour of Parker Industries to Aunt May and Jonah Jameson Sr. He had employed Dr. Wirtham, who was going to do a procedure on May to help her walk without a cane. Soon, he was alerted by his spider troops that Agent Venom (Flash Thompson) was involved in a shootout at the docks with the Crime Master. The Crime Master surrendered as soon as Spider-Man showed up, but Spidey wasn't interested in him. He was after Venom, and subdued him with a flame thrower and sonic webbing. After Agent Venom revealed himself to be Flash, Spidey couldn't have cared less and was about to kill him. (Superior Spider-Man #22)

Venom escaped after the symbiote lobbed some gas bombs taken by the Crime Master and Venom escaped. Otto was surprised to see Flash show up at his apartment, looking for a place to lay low. Flash stayed for dinner and Otto convinced him to go with him to Parker Industries under the pretense of creating artificial limbs for his lost legs. There, Spider-Man did a diagnostic with a sonic scanner, which sent the symbiote into a frenzy. The creature then broke out of its container and bonded to Spider-Man. (Superior Spider-Man #23)

Otto loved the power that the symbiote gave him, and he planned to use it better than Peter ever did. He went on a crime fighting spree, attacking any petty crime he could. He soon got a call from Anna Maria, who was upset about a conversation with Aunt May. (Otto had not told May that Anna was a little person.) Mary Jane was also at the apartment and she chewed him out for the way he had been acting. He changed to Venom to frighten MJ and put her in her place. He soon went after new criminals (Bruin, Devil-Spider and Blaze)created by the Hobgoblin. (Superior Spider-Man #24)

As Spider-Man battled the new super villains, the Avengers took notice and saw that he appeared to have been taken over by the Venom symbiote. As they tried to gain control of their ally, Iron Man was sent by Captain America to find the whereabouts of Flash Thompson. Stark found him with Dr. Sajani and Dr. Wirtham. Together, Stark, Wirtham and Thompson came up with a plan to defeat Spider-Man and the symbiote. Tony distracted Spider-Man and Thompson attacked him with the Iron Man armor. Thompson got close enough to persuade the symbiote to return to him. By this time Otto had realized that the alien was slowly controlling him and was fighting against it...but he also had help from Peter Parker, who hadn't been completely erased from his mind. Otto took the opportunity to claim that the alien had been controlling him for months after it had briefly bonded to him previously, explaining his odd behavior. The Avengers were skeptical of this explanation and soon Stark was looking over the mind scans made previously. He found that they had been erased...by Spider-Man. (Superior Spider-Man #25)

The Avengers intercepted Spider-Man while he and his men were attacking a shipment of weapons into New York. They took him back to Avengers Tower and told him that he was removed from the team for suspicious behavior. They also threatened to use both mind scans and mutant psychics to read his mind and get to the bottom of what had changed in him. He crashed out of the window instead of letting them "invade his privacy." (Superior Spider-Man #26)

"Goblin Nation Prelude"

On his way to Spider-Island 2, Spider-Man was stopped by the Punisher and Daredevil. They joined him at Spider-Island, where he began to explain that he had confiscated the weapons of every criminal that New York could offer and stored them on the premises. However, the storage area had been wiped clean. A thief disguised as one of Spider-Man's "spider patrols" tried to escape but soon revealed to be a suicide bomber, covered in pumpkin bombs. Punisher shot his thumb off of the trigger, defusing the situation. Spidey began interrogating the intruder but soon realized that all of the other "spider patrols" were also working for their unknown boss. (Superior Spider-Man Team Up #9)

The traitorous spider patrols were armed with Goblin gliders, Octopus tentacles and Vulture wings. Spider-Man tried to summon his loyal soldiers in the other level but his communication system had been tampered with. The trio battled their way through the impostors, with the Punisher destroying a hijacked giant Octo-Bot with his "Punisher-glider." Daredevil forced Spider-Man to swallow his pride and flood Spider-Island with ocean water, sweeping out to sea the impostors and hijacked weapons. Spider-Man was saved by his allies and they examined a body of one of the impostors, which had a Green Goblin tattoo. Spider-Man feared he had destroyed his own base of operations, falling for the Goblin's trick. (Superior Spider-Man Team Up #10)

"Goblin Nation"

The Green Goblin made his move against New York, leaving Spider-Man stunned at the sudden uptick in crime. Many of his spider-bots weren't responding to his update requests, and others were claiming no activity despite the fires burning in all five boroughs. The Green Goblin faces painted on the Brooklyn Bridge made it clear to him that he had been wasting time on searching for the Hobgoblins. Otto went back to his spider-bot designs and realized that the fault lay in Uatu Jackson's components. Spider-Man and Uatu quickly solved the problem and traced the problem to an abandoned subway tunnel.

The Goblin and his henchmen were waiting for him and after Goblin sent the goons away, he invited Spider-Man to sit and talk. Goblin produced Carlie Cooper's journal, and told Spidey that he knew he was Otto Octavius. Goblin offered a partnership and when Otto refused, Gobby hit him with a glove blast. Little did he know, but the Spider-Man he faced was a hologram sent by Otto from Spider-Island 2. Goblin countered by ordering his army to attack the island headquarters. (Superior Spider-Man #27)

The fortress was quickly overwhelmed by the Goblins and Spider-Man escaped, using the Living Brain as an escape raft. The Goblin responded by ordering his minions to attack their specified targets: friends of Otto and Peter. Otto arrived at Parker Industries with Spider-Man's equipment for safe keeping but was soon ambushed by Monster. The Living Brain defended Otto and Dr. Sajani Jaffrey, whom escaped into Parker Industries. Monster followed them and a swift kick from Otto knocked out the ear piece that broadcast what Monster heard to the Green Goblin. Monster used the opportunity to tell Otto that she wanted his help to be cured of the Goblin Formula. (Superior Spider-Man #28)

Soon, Otto and Sajani were trying to cure Carlie's transformation into Monster. Green Goblin hacked into Otto's system, telling him to put on his mask so that he could broadcast something to his goggles. Otto soon saw the destruction of his childhood home, the Atomic Research Center where he became Doctor Octopus, the H.E.A.R.T. clinic, the Boneyard and a factory where he had saved the lives of it's employees. The Goblin told Spider-Man that his next target would be a friend of his from Empire State University.

Thinking he meant Anna Maria, Otto rushed to E.S.U. and was surprised that the Goblin instead was holding Don Lamaze hostage. He didn't care about Lamaze and Goblin left to find a better target. Spidey tried to stop him with his retractable spider arms, but the Goblin had already hacked them. He ordered the arms to attack Spider-Man instead of him and escaped. As Spider-Man fought to avoid being stabbed by his own creations, one of them impaled Don Lamaze, killing him. Otto was about to go after the Goblin when he was attacked by Mayor Jameson's spider slayers. The enhanced robots were stopped by Spider-Man 2099, who had worked on them at Alchemax. This was only a momentary delay, as the slayers were rebooted by someone claiming to be Norman Osborn. (Superior Spider-Man #29)

As the spider slayers took on the Spider-Men, Osborn told them that he had captured Anna Maria. If Spider-Man wanted her back, he had to leave the future Spider-Man behind. He abandoned Miguel to face the slayers alone and soon found Menace, who led him to The Goblin Underground, a decrepit subway tunnel. He found the Green Goblin about to run over Amy Chen, the little girl whom he had performed surgery on at the H.E.A.R.T. clinic. Peter, who had been hiding and biding his time in his mind, then screamed at Otto to jump and save the girl.

Amy was saved, but Peter gave up his advantage and the element of surprise. Otto went back to Parker Industries and erased his memories and self from Peter's mind, restoring Peter to his own body. As he was nearly finished being erased, Otto told Peter to save Anna Maria. "For I know...only you can save her. Because you are the Superior Spider-Man." Peter soon returned to himself and changed into his old costume. "My turn," he said. (Superior Spider-Man #30)

Spider-Man reunited with the future version of himself and after a quick explanation, went to Alchemax to find Anna Maria and stop the Goblin. On the way, they stopped the Hobgoblin as he fought the Avengers and cured Lilly Hollister of being Menace. They found Liz Allan, Tiberius Stone and Normie Osborn inside Alchemax and Miguel evacuated them. On the roof, Spider-Man confronted the Green Goblin, who had set the top of the building to explode. During the fight, the Goblin was unmasked, revealing him to be Mason Banks, an employee for Liz Allan. However, Mason Banks was really Norman Osborn, who had gained the ability to change his appearance. Osborn claimed that he created Alchemax as a gift to the Osborn family, a monument to them. The Goblins were allowed to bomb it to avoid suspicion, it couldn't be the only building in New York not attacked.

As this was going on, Peter released tiny spider robots onto Osborn which carried Octavius's cure for Goblin Formula. Norman Osborn lost his Goblin strength and was saved from falling by Spider-Man, who also saved Anna Maria. Osborn escaped after Liz "accidentally" set off Spidey's spider sense with one of Stone's spider sense jammers. Afterward, Osborn was relieved to be cured of his madness and Anna was glad to hear from Spider-Man that Peter Parker was still alive, despite the rumor that he had been killed at Parker Industries by Monster. (Superior Spider-Man #31)

"Spider-Verse"

After Otto was trapped in the Horizon Labs building and couldn't escape the time shift (Superior Spider-Man #18), he was transported to the year 2099. The police of that time tried to arrest him but he fought his way through them, catching the attention of Gabriel O'Hara, the brother of Miguel O'Hara. Gabreil took him to Miguel's apartment, where Otto used the computer to determine where he could steal technology to build a time machine to return him to his time. Soon Otto and the computer's artificial intelligence were traveling back to the present, but found that they had arrived at the wrong dimension. This reality had recently been attacked and it's version of Spider-Man, which had joined the Fantastic Four, had been killed.

They attempted to return to the correct reality, but again traveled to other incorrect worlds. A frightening pattern was appearing: each of the Spider-Men of those worlds had recently been murdered by a killer with a weapon that used a unique form of energy. Otto said that if they found another dead Spider-Man in another world, they would try to learn more about the killer. Indeed, they did end up in another world, one which had a teenage Spider-Man from India named Pavitr Prabhakar. Otto rescued the teen from a helmet wearing assailant and took him back to Otto's own reality, where other Spider-Men were waiting. (Superior Spider-Man #32)

Otto and the other Spider-Men (and one Spider-Woman) baited the dimension traveler on Earth 2818. Otto had brought along a weapon that he hoped would drain the killer of the energy he had drained, which proved ineffective against him. Every attack on the killer failed and he seemed unstoppable, until other creatures arrived that called him Karn and identified themselves as his brother and sister. The three siblings fought among themselves, allowing the Spiders to escape to the year 2099.

While Otto was disappointed that his weapon failed, he believed that he could adjust it to shield them from being sensed by Karn and the others. He considered the day to be a victory, as he had learned details about the creatures that he had not known before. He sent some of the other Spiders to search for information on Karn, Brix and Bora in other dimensions, then the others to do the same in the historical records. He took two other Spiders aside, knowing that they also shared his views on killing their adversaries. He told them that they may have to commit genocide to end the threat by Karn and his family and the two others agreed. (Superior Spider-Man #33)

As Otto was working on a pheromone disguising device to hide the group of spiders from Morlun and his family, the other group of spiders, led by Peter Parker, arrived to join with them. Otto was not happy to see them, especially the Scarlet Spider and Silk, whose pheromone levels were both off the charts. His rant was interrupted by the arrival of Daemos, another of Morlun's siblings. The Scarlet Spider did a fair amount of damage to him, but the killing blow was delivered by Otto. The victory was short lived, as Daemos returned with Brix and Bora. Kaine and the alternate versions of Ben Reilly and the Spider-Woman from Earth 1610 followed the wormhole that the Inheritors came out of. Spider-Woman (Drew) Spider-Man Noir and Silk also fled to another dimension, hoping to draw the Inheritors away. Spider-Girl, Spider-Man and Otto returned to The Safe Zone of the Cosmic Spider-Man. Once the three of them were safe, Otto declared himself to be in charge. (Amazing Spider-Man vol 3 #10)

As Otto continued to brag that he was a better Spider-Man than Peter, Pete punched him in the face. During the fight, Otto screamed that Peter didn't have the guts to be a killer which made Peter realize that Otto still thought that Peter was from Otto's past, not future. He told Otto to prove that he's a killer and kill him. Otto hesitated, unwilling to kill his "past self" and Peter knocked him out. When Otto came to, Peter said that he needed Ock's help to defeat the Inheritors and naturally, Otto agreed. Otto observed that that Safe Zone was not very safe, as they were all in the open. The Cosmic Spider-Man said that they were all safe as long as he was there, and Peter said he still didn't like all of them being in one spot.

Peter asked Otto if his cloaking devices could be reversed, to detect Inheritors instead of hiding Spiders. Otto replied that they could work that way and had already detected their home dimension but that they weren't ready to take the fight to the Inheritors. Peter agreed it would be a massacre. Their fears were soon proven when Jennix, Morlun and their father, Lord Solus, transported to the Safe Zone. Jennix was soon obliterated by the Cosmic Spider-Man, but the immensely powerful Spider-Man was still no match for Solus, who managed to devour him. Even Otto had to be impressed by the amount of energy that the two combatants used. During the battle, Morlun escaped to Loomworld with the infant brother of Spider-Girl, whom he called the Scion. (Amazing Spider-Man vol 3 #11)

The spider team was forced to flee after the now immensely powerful Solus was distracted by the Spider-Man from Earth 51778, Takuya Yamashiro, and his giant robot Leopardon. The team escaped to a new world and Otto immediately blamed Peter for the loss of Cosmic Spider-Man and of his base. He didn't have much time to continue complaining, as Verna arrived with her attack dogs, versions of Hammerhead and Rhino. They escaped again to a new world, one with a toxic atmosphere that the Inheritors refused to follow them into. Otto ordered his artificial intelligence device to run a diagnostic on the air and found it to be highly radioactive. He threatened to take Peter apart, but the Indian Spider-Man realized that a message had been left for them, leading them to Sims Towers. There, they found Silk, who had found that world while running from Bora and Brix. They also found the Spider-Man of that world, Ben Parker. (Amazing Spider-Man vol 3 #12)

Ben explained that he had been Spider-Man but his May and Peter were murdered by the Emerald Elf. He gave up being Spider-Man but one day Ezekiel Sims came to tell him that Morlun was coming for him. He hid out in Sims nuclear bunker until the threat passed but at the same time the world was held for nuclear ransom by Otto Octavius. Octavius's device malfunctioned despite his demands having been met and this world was destroyed. Superior didn't take the news of his alternate self's failure very well. He claimed this must have been an inferior world, with an inferior Spider-Man and an inferior Otto Octavius. He demanded that he decipher the scrolls that Spider-Woman had sent to them from Loomworld and ordered his A.I. (personified by Anna Maria Marconi) to decode them. Peter voiced surprise that Otto had a sentient computer and based it on Marconi. Otto silently realized that Peter had been gone when Otto met Anna, so he must have met her at a later date...meaning that Peter eventually would take back control of his body. All of the Spiders soon realized they had to leave for Loomworld after learning that Silk and Scarlet Spider were about to be captured by the Inheritors, giving them the three totems needed for their ritual to conquer the universe. Ben Parker refused to join and Otto chewed him out, telling him that picking yourself up after defeat is all that matters. Easy victory was cheap and the important fights are against adversity. Peter was shocked but Otto's tirade won over Ben. Soon they were all leaving for Loomworld. (Amazing Spider-Man vol 3 #13)

Immediately upon arriving, they found Jessica and Gwen dealing with Verna's controlled Goblins. Otto and Peter followed Jessica to the Great Hall, where Morlun and Daemos were preparing to sacrifice the Scion. Otto tackled Daemos but his weapons were immediately destroyed by the enraged Inheritor. During the fight, Spider-Ham and Ben Parker removed Spider-Girl's baby brother and returned him to his home world. Morlun told the others that it was a momentary setback and he would soon be returned and sacrificed. Otto responded by killing the Weaver, the being that gave the Inheritors the ability to teleport from world to world. A distraught Morlun exclaimed that the Weaver controlled The Web of Life and Destiny and the nature of reality itself. Spider-Man teleported them both to Earth 3145, the irradiated planet, leaving Morlun to hide in Ben Parker's bunker. With the help of the exiled Inheritor, Karn, the spiders turned the tide against the creatures and abandoned them on 3145. Otto shoved Daemos through the portal, calling him a "cumbersome oaf." (Amazing Spider-Man vol 3 #13)

Soon, the various spiders were being sent back to their home worlds. However, all of the remaining Spider-people's spider senses began blaring in unison, and Karn said the only way they could all be experiencing something so massive would be if someone were tampering with The Great Web. They fled to the Great Hall, and found Otto tearing at the Web with a knife. He rejected any future that had Peter Parker returning to his body, and was making himself master of his own destiny by destroying The Great Web. He was soon over powered by the other spiders and forced to return to his time in the past. Karn, who took over as the new Weaver, returned Otto to the point in time where he arrived at the ruins of Horizon labs after disappearing in time. His memory had been erased when he crossed his own time stream, causing him to lose all memory of the fight with the Inheritors. However, he did secretly tell his Marconi personified A.I. to enter sleep mode for 100 days before Karn teleported him home. (Amazing Spider-Man vol 3 #14)

Miscellaneous

The Superior Spider-Man defeated the Grizzly and also badly injured the Looter while apprehending him. (Superior Foes of Spider-Man #11)

Image Gallery

Appearances

Cover Date	Appearance Information
Mar 2013	1st: Superior Spider-Man #1
	Otto Octavius begins his life as the Superior Spider-Man
Mar 2013	App: Superior Spider-Man #2
Apr 2013	App: Superior Spider-Man #3
Apr 2013	App: Superior Spider-Man #4