Otto Octavius has been one of the most consistent members of Spider-Man's rogues gallery since he was created by Stan Lee and Steve Ditko in Amazing Spider-Man #3. Although he once went by the name "The Master Planner," he's became one of Spider-Man's most famous villains as Doctor Octopus.

In recent years, Octavius has left that name behind, along with the villainous acts that once defined him. Instead, his time masquerading as Peter Parker as the Superior Spider-Man actually taught him what it means to be a good man, most of the time. Now, CBR is taking a closer look at how Doc Ock transformed from a villain into Superior Spider-Man and the Superior Octopus.

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HOW DOCTOR OCTOPUS BECAME SPIDER-MAN

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After years of fighting Spider-Man, Octavius discovered that his body was falling apart from years of Spider-Man's super-strength punches. Octavius decided to embark on one final supervillain plan to swap bodies with Spider-Man that ultimately proved to be successful, against all odds. The two switched bodies and Otto managed to prevent the pair from switching back before Otto's body passed away - with Peter's mind inside. But after being exposed to Peter's memories and experiences, Otto was changed. He promised the fading Peter to honor the sacrifices he has made and vowed to continue being Spider-Man.

Despite his best intentions, things did not go well. Otto tried to adjust his villainous tactics to heroics, which ultimately turns New York City against him. The other heroes couldn't stand his abrasive personality, his hired assistants quickly turns into an army of henchmen and his scheme to set up cameras around the city quickly backfires and poisons public opinion. Even his relationship with the brilliant Anna Maria Marconi fell apart when she discovered his real identity.

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Ultimately, the return of Norman Osborn puts the entire city in danger. When Anna Maria was targeted by Osborn, Otto agreed to let Peter Parker's reestablish control of his body. This quiet and genuinely noble act seemed to be his last as Otto's mind faded away, seemingly gone once and for all.

HOW DOCTOR OCTOPUS BECAME THE SUPERIOR OCTOPUS

Unsurprisingly, Otto didn't stay dead, since he backed up his consciousness into his robotic assistant Living Brain. He had only done so right before Norman attacked, meaning this Otto hadn't received the character development that made him capable to let Peter return to being Spider-Man. He eventually managed to have his consciousness transferred into a clone body during The Clone Conspiracy, resuming his former identity. But while the Clone Conspiracy fell apart and the various cloned bodies began to disintegrate, Otto worked with Peter to save Anna Maria, seemingly at the cost of his own. But in the chaos, Otto managed to steal a genetically perfect clone of Peter Parker and put his consciousness into that body.

Otto quickly aligned himself with HYDRA in the build-up to Secret Empire. Although he didn't agree with their fascist intentions, he was more than willing to work with them if it meant he could target Peter. Parker ultimately destroyed the company he'd been running at the time, robbing HYDRA of a potential resource and Otto of his revenge.

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Otto was forced into hiding after Secret Empire ended, although he made a reappearance during "Going Down Swinging", where he risked his life to protect May Parker. It turns out that his time sharing a body with Peter Parker had indeed taught him some sense of responsibility, and he risked his life to save her. In gratitude for his help, Peter gave Otto a "clean slate", allowing him to escape and start a new life.

DOCTOR OCTOPUS BECAME SPIDER-MAN (AGAIN)

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With this clean slate, Octavius creates an entirely new persona and moved across the country. Adopting the identity of Dr. Elliot Tolliver, he ended up San Francisco and got a new job at the prestigious Horizon High. This position at the academy gave Otto a new chance at redemption, as well as a new city to protect. However, the employment of Anna Maria, who quickly deduced who "Elliot" really was, complicated matters, but she (reluctantly) gives him a chance to redeem himself.

However, his attempts to rebrand "the Superior Octopus" as a hero were met with mixed reactions by the people of San Francisco. At this same time, he also perfected the cloning procedure and became essentially able to bring himself back to life moments after his future deaths.

However, this led to the fearsome Inheritors managing to hack his systems and create new bodies for themselves. This led to Spider-Geddon, where Spider-Man was forced to work with other heroes like Miles Morales to stop them. His interactions with the heroes actually had an impact on him, reminding him that people can change for the better. This experience had a positive impact on Otto, inspiring him to finally retire his moniker as Doctor Octopus once and for all. He seems to be embracing the superhero lifestyle as the Superior Spider-Man, at least for now.