After being caught in an explosion while testing out his new mechanical arms, Otto Octavius is rushed into surgery. As doctors assess his injuries which range from high levels of radiation, brain damage, and to the fact that his mechanical arms are fused to his body, Otto clings to life. As he snaps in and out of unconsciousness, he relives the memories of when he confronted and murdered his mother. Attacking her for forcing him to stop seeing a woman he loved, accusing him of trying to abandon his mother when she was actually seeing some other man. Meanwhile, outside the facility, the military try to downplay the accident. The reporters gathered at the scene are not buying it. Among them is young photographer Peter Parker who also finds the news about Otto Octavius interesting.

After some time, Doctor Octopus wakes up he is told by a nurse to get back into bed because he has a dangerous amount of radiation in his body. However, Otto refuses to believe radiation would harm him any more than a mother would their child and demands that the nurse fetch his glasses. When she insists that he get back in bed, Otto gets up and tries to leave the room himself but is so weak he quickly collapses to the ground. Because he can no longer feel his limbs Otto begins to panic and the mechanical arms fused to his body begin whipping him around the room. He eventually crashes into a wall and realizes that he is in a massive plexiglass room.

Watching from a monitor screen is Mary Anders who wonders what Otto has done to himself. However, the military brass in the room tell her not to feel sorry for him as Otto had previously bludgeoned three soldiers while they were trying to contain him. He tells her that Otto is a prisoner now, especially after they found the body of his mother. Although she has appeared to have died of a heart attack, there were signs of a struggle and Otto will have to answer for these things. Getting a report from one of the other scientists the general is told how Otto’s mechanical arms have been completely fused to his body. The manual controls are completely shot and are now operating entirely on bio-impulses from Octavius. Worse, if they try to remove the harness now they might end up killing him.

When they go down to question Otto in his cell, he is practicing how to use his mechanical arms to move around the cell humming Beethoven to himself. When he sees the other others approaching, Otto asks the general to get his glasses for him. The general refuses, telling Octavius that he has some questions to answer first. He first asks Otto if he is in control of his mechanical arms. He tells them that he is not and that they are dancing around the room because he has been singing Fur Elise to himself to calm himself down and the arms have been responding to that. When the general orders him to stop, Otto explains that the arms are only responding to his subconscious mind. When he asks for his glasses again, the general tells Otto that he’s getting nothing unless he tells them how to get out of his harness. Otto smiles at them and says he doesn’t remember. That’s when the General has Mary Anders brought into the room. When she sees Otto’s arms she calls them beautiful and they respond by snaking toward her. Otto doesn’t remember Mary, and ignores her questions after becoming clear that she was attracted to him. He scoffs at her infatuation and wonders aloud what sort of childhood a woman would need to have to become attached to Otto Octavius. Growing impatient, Otto asks for his glasses again. The general pulls Otto’s glasses out of one of his pockets but refuses to give them over. Holding them in front of Otto, he tells Octavius that he will do nothing for him because of the good men who died in the explosion and will not rest until he has those arms removed and Otto explains everything that happened, from his dead mother to why the experiment went wrong.

Having reached his wit’s end, Otto suddenly rams one of his mechanical walls through the glass wall of his cell and grabs the general by the neck. with another one of his arms he retrieves his glasses and puts them on his face. He then begins thinking of Flight of the Valkyrie and is able to will his arms to begin smashing through his cell. As the other soldiers and staff flee the room, Otto accuses the general of being ignorant to the new age where intellect is power and with his new mechanical arms he is the Vitruvian Man of a quadriplegic world

That’s when Spider-Man comes crashing in through one of the windows. Otto is pleased to see the web-slinger and tells Spider-Man that they have much to discuss. When Spider-Man orders Otto to let the general go, his mechanical arms begin attacking the web-slinger in an attempt to protect their master. The whole time, Octavius asks Spider-Man how he controls his web-shooters, confusing the wall-crawler since he is unaware that Otto thinks they are cybernetically connected to the web-head’s body. Eventually, the arms snare Spider-Man and as Otto draws him close he can sense that Spider-Man’s abilities are born of radiation just like this. Getting tired of Otto’s ravings Spider-Man tells him to shut up and punches him in the face. The blow knocks Otto’s glasses off and causes his nose to bleed. This causes Octavius to pause for a moment before he angrily denounces Spider-Man as one of them. He beats Spider-Man within an inch of his life until Mary Anders convinces him to stop when she shows that his glasses are fine and puts them back on his face. For a moment, the old Otto Octavius returns but he snaps back to form and attempts to kill Mary, but stops short of choking her. He muses that she must have meant a lot to his former self and assures her that version of Otto Octavius died in the explosion. Upset by this, Mary runs out of the room in tears. As the general calls for reinforcements, Otto decides that it is time to leave as he wants to be alone, unaware that Spider-Man managed to plant on of his spider-tracers onto him.

Recurring Characters

Otto Octavius, Mary Octavius, Mary Anders, Spider-Man

Continuity Notes

1. fffff

On Continuity

As stated in past entries for this series, there have been no attempts made — official or semi-official — to fit this story into continuity. The main reason being that this series contradicts a number of established facts of continuity. My primary reason for why this series is part of Earth-616 continuity is based on the fact that these events are being told from different perspectives. Check out my summary for issue #1 for a more detailed explanation.

This issue and the next are the most wildly different from established continuity. I think the assumption most people make is thinking that the events of issues #3 to 5 retcons Spider-Man’s first battle with Doctor Octopus in Amazing Spider-Man #3. I’ve always thought that this is just lazy reasoning and is square in the fact of what Marvel tends to do with their stories. Hard retconning is more the wheelhouse of the Distinguished Competition, Marvel instead chooses to either build on existing continuity, tell things from different perspectives or tells stories that take place between stories.

Case in point, it’s my opinion that the events in this story following Doctor Octopus being taken into surgery actually take place after the events of Amazing Spider-Man #3.

There is one big reason for this and it’s the fact that when Spider-Man fights Doctor Octopus in his cell he plants a spider-tracer on Octavius as he flees. This is very important. Spider-Man was first depicted using a spider-tracer in Amazing Spider-Man #11 (which was, incidentally, a 2 part Doctor Octopus story) While it is the first story where Spider-Man uses the device, that doesn’t mean that he could have used them in a previously untold story, which is what I consider issues #3-5 are since they don’t fit with established continuity and they can’t retcon Amazing Spider-Man #3, it stands to reason that they detail a previously untold battle between Spider-Man and Doctor Octopus.

Which raises the question, why would the military suddenly incarcerate Doctor Octopus after all the other chronological appearances that suggest he was locked in a regular prison following Amazing Spider-Man #3? I think we can look at the fact that in Year One #3, Otto wakes up in military captivity and is told that he has a dangerous amount of radiation in his body. I think it stands to reason that once everyone realized how radioactive Octavius was they turned him over to the military and voila. When you think about it, in Amazing Spider-Man #3, Otto basically breaks out of the hospital right after getting out of surgery, it would be plausible that he would become convalescent and need hospitalization later on due to the radiation in his system.

What supports my position is the number of “flashback” stories that Marvel has since published that are set during this time period, particularly those of Spider-Man, that have been slotted in and made to fit into continuity. See Amazing Spider-Man (vol. 3) #1.1-1.5 and Captain America: Man of Tomorrow #1 for perfect examples.

Chronology

Doctor Octopus

• Spider-Man/Doctor Octopus: Year One #3 (page 1-4): Otto undergoes surgery. The military briefs the public on what happened.

• Spider-Man Unlimited #18 (page 12, panels 2-3) ~ Spider-Man/Doctor Octopus: Out of Reach #3 (page 15 panel 4): Otto is in the hospital in a coma.

• Amazing Spider-Man #3 (page 4, panel 4): The surgery is completed, it is determined that Otto suffered brain damage.

• Spider-Man Unlimited #18 (page 12, panel 4-5) ~ Amazing Spider-Man #3 (page 4, panel 5): Otto wakes up and discovers that his mechanical arms are fused to his body and that he can control them with his mind.

• Amazing Spider-Man #3 (page 4 panel 6-page 7, panel 3): Doctor Octopus escapes from his hospital room. Returns to the US Atomic Research facility.

• Spider-Man Unlimited #18 (page 13, panel 4): Otto continues to hold his co-workers hostage.

• Amazing Spider-Man #3 (page 7-21): Spider-Man battles Doctor Octopus. Is defeated. Thinks about giving up. Is inspired by the Human Torch to go after him again. Defeats Doctor Octopus.

• Spider-Man Unlimited #18 (page 16, panel 3-4): Doctor Octopus is put on trial, represented by Matt Murdock.

• Web of Spider-Man (vol. 2) #12 (2nd story page 8-11): Otto exerts his dominance in prison.

• Spider-Man Unlimited #18 (page 17): Carolyn Trainer visits Otto in prison. He demonstrates the dexterity of his appendages and assures her he'll escape again.

• Spider-Man/Doctor Octopus: Year One #3 (page 4-22): Doctor Octopus wakes up in military custody. Reunited with Mary Anders. Breaks out of his cell battles Spider-Man. Spider-Man tags him with a spider tracer.

Spider-Man

• Page 3 - Peter is photographing the military press conference. This sequence should go in between his chronological appearances in Amazing Spider-Man (vol. 3) #1.5 and Amazing Spider-Man #3.

• Page 14-22 - Spider-Man battles Doctor Octopus, while he is in military custody (and all of his subsequent appearances in issues #4 and 5), go in between his appearances in Captain America: Man of Tomorrow #2 and Amazing Spider-Man #11.