What Happened When Doctor Octopus Took Over Spider-Man's Body And Tried Being A Hero?

The Superior Spider-Man comic book series - in which Doctor Otto Octavius takes over Spider-Man’s body and fills the role of the webslinger for over a year - is simultaneously one of the most controversial and most beloved storylines in recent Marvel Comics history. The Superior Spider-Man’s powers aren’t any different from the standard Peter Parker version of Spider-Man, but Doc Ock’s attitude and personality offer a fresh take on the webslinger.

The tale of how Octavius comes to occupy the body of Spider-Man - and what happens to Peter Parker in the meantime - is about as complicated as it gets. It relies on countless sci-fi tropes that don’t make much sense outside of the world of comic books. What happens after, however - the rise and fall of the Superior Spider-Man, and the inevitable return of the original hero - is an epic journey that anyone can enjoy, regardless of their level of genre expertise. The die, as Otto would say, is cast!


  • A Lifetime Of Being Punched By Superheroes Leaves Doctor Octopus Brain-Damaged And Wasting Away

    It’s never made much sense that Doctor Otto Octavius - a portly, middle-aged scientist with no superpowers aside from four mechanical arms grafted to his spine - could regularly absorb punches to the jaw from the likes of Spider-Man and Captain America with little to no consequence. As it turns out, he couldn’t.

    Years of repeated tussles with superheroes leave Doctor Octopus with such severe brain impairment that his body slowly starts to deteriorate. In his terminal condition, Octavius sets out on one last desperate attempt to best Spider-Man in "Ends of the Earth," but he’s stymied by the wallcrawler and his allies.

    This leaves the decrepit supervillain stuck in a prison hospital awaiting his inevitable demise - until he comes up with one last-ditch effort to both extend his nefarious career and get revenge on Spider-Man in one fell swoop.

  • He Swaps Minds (And Fates) With Peter Parker

    Having previously obtained a complete scan of Peter Parker’s brain, Otto Octavius invokes a classic sci-fi trope by swapping minds with his greatest rival. This leaves Parker stuck inside the deteriorating body of a brain-damaged supervillain while Octavius now has access to all of Parker’s abilities, memories, and knowledge. Worst of all is the fact that no one except Parker realizes what has happened - and his new body doesn’t exactly give him the freedom to share the news.

    Despite his drastically different personality, Octavius effectively takes over Parker’s life - with his friends and family none the wiser. 

  • Parker Perishes In Ock’s Body - But Not Before Imparting The Lesson Of Great Power And Great Responsibility

    Never one to give up easily, Peter Parker breaks out of the hospital in Doc Ock’s decaying body and attempts to confront his rival one last time - only to perish before he can reverse the mind-swap. In a last-ditch effort to prevent Octavius from using his body for villainy, Parker force-feeds his entire lifetime of memories into Ock’s head - making him effectively live through moments like the slaying of Uncle Ben and the loss of Gwen Stacy.

    With the unforgettable lesson of great power and great responsibility now ringing through his mind, Octavius realizes the error of his ways, but it’s too late to save Peter Parker. As the former webslinger - and Octavius's former body - expires in his arms, Octavius pledges that he won’t use his new lease on life for evil. Instead, he promises to use the lessons he’s learned to become a better hero than Parker ever was - a Superior Spider-Man!

  • For Octavius, Being The Superior Spider-Man Means Being A More Punitive Webslinger

    As a long-time supervillain, Doctor Otto Octavius obviously has a few different ideas about how to fulfill the role of webslinging vigilante. He has a penchant for shouting his corny catchphrase of “The die is cast!” whenever he leaps into the fray. Unfortunately, he also brings an exceptional taste for mayhem to the table.

    Afraid of causing serious damage with his prodigious strength, Peter Parker always pulled his punches when it came to dealing with supervillains - but the Superior Spider-Man has no such qualms. Octavius quickly earns a reputation for savagery when he beats non-threatening baddies like Screwball and Jester to a pulp.

    Though his methods are undoubtedly effective in terms of deterring wrongdoers, they change how the public feels about their not-so-friendly neighborhood Spider-Man.

  • It Isn’t Long Before He’s Offing Criminals In Public

    As the Superior Spider-Man, Otto Octavius shows that he has no problem enacting horrific punishments on those who threaten the innocent - and the lengths to which he’s willing to go are quickly tested by a run-in with the villain known as Massacre.

    Literally missing the part of his brain that grants empathy, Massacre is a cold-hearted monster seemingly incapable of reform. After the villain attacks the public, Octavius makes an extreme decision in the name of what he calls "justice." Surrounded by a crowd of onlookers, the Superior Spider-Man ends the villain as everyone watches.

    None of the onlookers are willing to tell the police what happened. Having just witnessed the villain's fatal spree, they’re apparently fine with Spidey dispensing equally fatal retribution. Octavius sees this as a moral victory, but it’s also the first step on what proves to be a dark path for the would-be superhero.

  • The Superior Spider-Man Outfits Himself With Some Serious Upgrades

    As long as he’s been a comic book character, Doctor Otto Octavius's bread and butter has been technology, and he certainly brings those inventive skills to the table as the Superior Spider-Man.

    Far from content with Peter Parker’s simple spandex suit, Otto gets to work outfitting his costume with all manner of high-tech upgrades. He adds claws to the suit’s gloves, which serve the dual purpose of carving up opponents and implanting them with nano-sized spider-tracers. He also adds an impressive, Iron Man-like HUD to the spider-suit, and, in keeping with tradition, four mechanical arms.

    Perhaps the most important addition to the new Spidey's arsenal is a legion of spider-bots. Employed in Orwellian fashion, the bots alert Octavius to misdeeds occurring anywhere in New York City - enabling him to be a more efficient Spider-Man at the cost of the public’s civil liberties.