Doctor Otto Octavius was man filled with hope and excitement at the prospect of finally completing his life's work, a limitless source of free energy. One young student named Peter Parker raised concern over the device, which could cause massive destruction if, it malfunction. Otto brushed these aside and donned a harness of four mechanical tentacles, each with its own A.I. and linked them to his own brain.

Octavius started the machine and all went well...for a minute. The artificial sun grew out of control, the power containers breaking down and the magnetic pull become to power. Otto tried to contain it, but was knocked out and the inhibiter chip that kept the tentacles in check was shattered.

When he awoke, he found his wife dead, life's work destroyed, and the mechanical arms fused to his body. Driven to suicide, Doctor Octavius was about to drowned himself in the bay, when the tentacles wormed their way into his mind.

They whispered to that he could try again, that he would succeed and that it was Spider-Man that had caused the accident...yes, it was that tampered with the machine. Otto could have gotten it under control, but then he came...

Otto would rebuild his machine by taking what he needed for it and if Spider-Man got in the way, then he would meet his demise at the hands of Doctor Octopus!

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