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After a lab explosion left him hospitalized, Otto awoke to find himself able to telepathically control them, Otto realized that with his new ability, and his already great intellect, he could be the best there is. Following Spider-Man's defeat of the Sinister Six, Octopus assembled another group of costumed underlings and established an undersea base.

As Otto Octavius: Atomic Research Center Formerly Parker Industries, Hudson River, New York; Sims Tower, Times Square, Manhattan, New York City, New York, Earth-3145; Central Park, Manhattan, New York City, New York, Earth-13; Spider-Island Two, New York City, New York; Horizon Labs, New York City, New York; Beneath Battery Park, New York City, New York; Otto Octavius created mechanical tentacles to aid him with his nuclear work. However, Betty was visiting with May Parker at the time, who was also captured and taken hostage. Octopus treated May so kindly, though, that she remained blissfully unaware she had been kidnapped by the charming villain.

During the argument, Mary died of a heart attack, leaving Otto without a mother and with bitter feelings.

Sometimes Otto's father would beat him during rages, earning Otto's hatred. When Otto discovered his mother dating behind his back, he blew up in rage at her.

Spider-Man tracked down the Master Planner to his underwater hideout and confronted his foe, revealed to be Doc Ock.

After the base was destroyed, Doctor Octopus escaped once more.

He then deduced that to defeat Spider-Man, he could not do it alone.

You're guilt-ridden because, deep down, you know you are smarter than others. When that failed, Octopus returned to New York, where he hoped to find Spider-Man.Turning the Nullifier against Spider-Man, he caused the wall-crawler to lose his memory and told him that they were allies.He then enlisted Spider-Man's help to steal the remaining components for the device.In the ensuing battle between the two, Doc Ock accidentally knocked over a chimney, which killed George Stacy (the father of Gwen Stacy, the first true love of Spider-Man), who was preventing a child from being crushed by the chimney.While incarcerated, Doctor Octopus learned May Parker had inherited a small Canadian island containing a commercial nuclear reactor. But Hammerhead interrupted the wedding, and the ensuing chase and brawl led to the destruction of the reactor.

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