Seeking to intentionally trigger a nuclear meltdown in order to free radiation — which he has come to view as his mother — Doctor Octopus has replicated the technology used in Spider-Man’s spider-tracers and disguising them as buttons is now handing them out to Green People protestors that are outside the nuclear plant. Handing them out to the protesters, Otto takes the opportunity to try and convince one of the Green People members that nuclear power is the future, saying that it will elevate man above nature. However, his words fall on deaf ears and when asked if he will be participating in the march planned for later in the day, Otto tells the organizer that he has to be home.

Later, inside the power plant, one of the technicians has determined that the warnings of core temperature rise were due to faulty thermostat valve and reports back to command central, telling them all how lucky they are. That’s when Doctor Octopus, who is hiding in the rafters of the maintenance tunnel, attacks the technician. Suddenly, all the safety locks start getting manually deactivated leading everyone in the control room to panic. As they scramble to try and get things under control, Doctor Octopus forces his way into the control room and tells them that his mistress must be freed. When one of the technicians says thousands will die from the radiation caused by a meltdown, Otto then muses that a few more extra deaths won’t matter and slaughters them all. Heading down to the reactor, Octavius tells his “mother” that she’ll soon be free. He then activates all of his spider-tracers, the sudden burst of signals attracting the attention of Peter Parker. Climbing inside the reactor, Doctor Octopus recounts how he has experienced both parental love and hate and that he looks forward to millions he and the reactor will touch once he frees what is inside. However, he wants to look at his “god” and see, but once he looks inside the reactor he is horrified by what he sees.

By this time, the military has arrived on the scene and are preparing to remove the civilians protesting outside so they can deal with Octavius. That’s when Spider-Man arrives and tells the general in charge that Doctor Octopus is up to something mad and insists that he go in alone and stop him. The general points out how easily Octavius defeated him last time, but decides to let Spider-Man go when Doctor Octopus emerges from the facility and begins climbing the power plant’s cooling towers. Spider-Man ambushes Otto and demands to know what he is up to since his spider-sense is going crazy. That’s when Otto reveals that he reverse-engineered the web-slinger’s spider-tracers in order to lure him to this location. He then activates all of the Green People spider-tracers at once causing Spider-Man’s spider-sense to go off painfully. With the web-slinger at his mercy, Doctor Octopus restrains him and removing his web-shooters he is disappointed to learn that they are not cybernetic devices as he once thought. He also determines that Spider-Man’s accident places him as a native of Queens and dismisses him as one of the bourgeois he has been tormented by throughout his entire life. Otto then lays out his plan, saying that he is about to bring about an atom-based renaissance forged by radiation. However, as Doctor Octopus is ranting and raving, Spider-Man has been mixing chemicals from his backpack and spills chemicals on two of his mechanical arms fusing them together. The feedback causes Otto so much pain he recoils, releasing Spider-Man from his grasp.

As Otto falls to the ground, Spider-Man explains that he should never have informed him that his mechanical arms could feel radiation, as it led him to deduce that fusing two of his arms together would cause a feedback loop created by the arm’s power source. As Spider-Man raises his fist to strike, Otto sees the web-slinger as everyone who ever bullied him — from his father to the bullies at school — and begs for mercy. However, instead of punching Doctor Octopus, Spider-Man smashes the device that is controlling all the phony spider-tracers. In the aftermath of the battle, Doctor Octopus asks to have his glasses back but the general arrives and crushes them under his foot. As Otto is being taken into custody, Mary Anders arrives on the scene and tells them that he didn’t do anything wrong, in fact, he actually made the reactor more efficient than ever. When she calls Otto crazy, he tells Mary to be silent and tells everyone gathered that while he initially went to the reactor to unleash the radiation inside, he come to realize that its beauty and perfection only came from its captivity. Otto says that he denied himself of his god and he is now alone. Feeling sorry for Octavius, Spider-Man picks up the broken glasses and puts them on his face. Before being taken away, Otto asks Spider-Man if he thinks they are hideous after having themselves stripped of their inventions, however, Spider-Man disagrees.

Later, in a prison cell, Doctor Octopus begins writing to his mother, forgetting that he killed her asks for her forgiveness for their earlier fight saying that he was in an accident that left his mind hazy. He tells her how he is now in prison but used the legal system to his advantage and was allowed to repair his mechanical arms as keeping them in their damaged state was considered cruel and unusual punishment. He tells her that he looked himself in the mirror and found his old obsessions were ugly but assures her that he has found a new one. Finishing his letter, Otto looks up and sees that his mechanical arms have been painting a version of Leonardo Da Vinci’s most famous paintings. However, this version replaces the Vetruvian Man with Spider-Man.

Recurring Characters

Doctor Octopus, Spider-Man, Mary Anders