Peter Parker, our friendly neighborhood Spider-Man, has some of the weirdest rivals in all of Marvel Comics. His wildest opponents have, for the most part, never been given the live-action treatment, from a man formed by a swarm of bees to a massive weaponized wheel operated by a man named, well, Weele. These are some of the weirdest Spider-Man villains that Marvel likely will never adapt for the screen, but even the most casual Spidey fans know about Otto Octavius, best known as Doctor Octopus, the iconic recurring foe sporting menacing mechanical arms and an even more dangerous mind. Generally, it's a battle of wits and brute force between the two, but Doc Ock has always managed to find the most out-there means of messing with Spider-Man. At one point, he even hatches a plot to marry Peter's Aunt May in an attempt to gain control of a nuclear facility that she inherited (we have so many questions).
After years and years of feuding, the gravest and weirdest threat ever thrust upon Spider-Man came when Doc Ock became Spider-Man. Let's be clear: he didn't don a new alter-ego and pose in a fake Spidey suit and mock the web-head. Doc Ock literally took over Peter Parker himself. With the super-powered body now belonging to Doc Ock, he could wreak a level of havoc upon the world like never before, dubbing himself more than just Spider-Man. A better, superior Spider-Man.
How Did Doc Ock Become Spider-Man?
Attempting to follow a superhero's timeline throughout their publishing history is nearly impossible, exhausting, and daunting. Most of them, especially some of the smartest and most popular ones in Marvel comics, have seen multiple comic book series (runs) over the years. Where each begins, ends, and overlaps is less of a straight line and more of an intricate web, pun intended. The Amazing Spider-Man, one of Spidey's most popular and enduring comic book series, concluded its second volume in 2012 with its 700th issue. This run, which premiered in 1963, ran almost non-stop for nearly fifty years before concluding with The Amazing Spider-Man #700. This issue, ending a storyline called "Dying Wish," is where things went weirder for the wall-crawler than ever before.
The build-up to this moment began in 2009 with The Amazing Spider-Man #600, in which Otto Octavius' many years as Doctor Octopus have finally caught up to him, and he finds himself on the brink of death. What follows is a three-year series of storylines featuring Doc Ock's multiple plots to save his own life, and, when those attempts are unsuccessful, aiming to exterminate billions of people. (More of a desperate reach toward wicked greatness than a Thanos-esque form of twisted altruism.) Ultimately, his plan fails, and he's doomed to imprisonment while rigged to a life-support machine. So much for being a powerful Marvel Comics villain.
When the "Dying Wish" storyline begins in The Amazing Spider-Man #698, Doc Ock is still imprisoned in the high-security facility called the Raft. During a brief moment of minuscule lucidity, he manages to whisper "Peter Parker." Peter, who is going about his day as the friendly neighborhood Spider-Man, senses Doc Ock's distant call and decides to trek to the Raft and visit him at his would-be deathbed. Soon after he arrives, Peter finds his consciousness has transferred into Doc Ock's body. Doc Ock, now occupying the body of Spider-Man thanks to a device called an Octobot, leaves Peter on the Raft inside his withering body.
As Peter lies doomed in Otto Octavius' body, he can only imagine the mayhem the new Doc Ock-operated Spider-Man will create. In the penultimate issue, The Amazing Spider-Man #699, Peter is able to interpret the memory left behind in Doc Ock's body, discovering the nature of the Octobot and how Octavius used it to manipulate their brain synapses to execute the consciousness swap. However, Octavius' body that Peter inhabits still retains its remote connection to the Octobot, and he uses this to recruit Trapster, Hydro-Man, and Scorpion to come to the Raft and free (who they believe is) Doctor Octopus.
The End of 'The Amazing Spider-Man' Run
It all comes to a strange conclusion in December 2012 with The Amazing Spider-Man #700. Doc Ock hears of Peter's escape from the Raft, and just has to evade him long enough for Peter to die in the dilapidated body of Octavius. This is where things get even stranger. Peter goes unconscious when he's accidentally electrocuted by the Trapster, who's working to keep Octavius' body alive. While knocked out, Peter has a vision of his fallen loved ones (his parents, his Uncle Ben, Gwen Stacy) who plead with him to wake up and stop Octavius from succeeding in the body of Spider-Man.
Meanwhile, the Otto-occupied Spider-Man brings Spider-Man's loved ones to Avengers Tower, where Peter soon arrives with the Scorpion and Hydro-Man, who still believe he is the true Doctor Octopus. During the ensuing battle, when Scorpion is about to maul Aunt May, Otto is struck by a lingering, loving memory left in Peter's body and thwarts the attack. Otto's intervention is a brutal one, though, and he nearly kills the Scorpion. Peter, determined to disallow his body to be used for killing, engages Otto, and the two spar in a rage-filled brawl. Peter attempts to use the Octobot to re-swap their consciousness, but Otto's prepared for this, sporting a new metal shield that prevents a transfer. Otto beats Peter into oblivion, driving him back to the brink of death in Octavius' body.
In a last-ditch effort, Peter manages to use their mental connection to infiltrate Otto's mind and send him through a wave of memories of Peter's tragic life, all of its love and loss, but replacing Otto in the memories. Otto truly feels it all, and he's suddenly disgusted by the evil he's done as Doctor Octopus. As Peter's dying wish, he asks Otto to use his body to continue on as Spider-Man, look after his loved ones, and protect New York. Otto humbly agrees, and Peter Parker dies.
Eventually, Otto destroys all of his old Doc Ock technology and builds a new Spidey suit, vowing to become a better version of Spider-Man. Thus begins the reign of The Superior Spider-Man, starting in 2013 with his own comic book series that ran for an initial 33 issues. In a media landscape full of endless Spider-Man(s) and a Spider-Verse, it's fascinating to look back on an era of Spidey operated by one of his most iconic foes.
Will There Be a Live-Action Superior Spider-Man?
It's no surprise that the Superior Spider-Man hasn't yet made his live-action appearance, not just because it's an odd storyline to tackle, but it's a far more brutal version of Spidey than we've ever encountered. Despite Otto vowing to honor Peter's dying wish, his subsequent ventures as Spider-Man would often involve intense violence, cutthroat dominance, and a fair amount of death. He never fully shakes the Doc Ock within him.
Moreover, adapting the Octo-Spidey version of our hero would require a lot of carefully-plotted lead-up. The aforementioned history spanned several years of Marvel Comics publication, and even if Sony (or Disney, or whatever future studio may hold Spider-Man's rights) decided to stray from comic accuracy, some form of groundwork would have to be set for both Peter Parker and Otto Octavius before leading into the Superior Spider-Man's story. We have to get to know them in their rightful bodies before we do any swapping.
Now, you might think that the groundwork has already been laid. After all, Spider-Man: No Way Home proved that they can bring back Alfred Molina's pre-established Doctor Octopus and meld him into whatever the current timeline is up to. However, Molina's Otto Octavius is nowhere near as brutal as this storyline would require, and his good-to-evil (and back again, twice) arc has already run its course. Beyond that, it's a dynamic that really only works for an older, adulthood version of Peter than Tom Holland's version of Spider-Man would be ready for any time soon. Sony could, in theory, continue the story of Andrew Garfield's Spider-Man, introducing a brand new Otto Octavius in his universe, but it's unlikely.
Your best bet to catch the Superior Spider-Man on the big screen is in the highly anticipated animated sequel, Spider-Man: Across the Spider-Verse. For now, this weird Spider-Man venture lives on the page, and you should absolutely check it out.