Famous Battle: Spider-Man vs Doctor Octopus

Real Name: Otto Octavius
Group: Sinister Six
First Appearance: Amazing Spider-Man #3 (April, 1963)

"Then I shall endeavor to exceed your expectations. Let others settle for greatness, Max. I always strive to be superior." - Dr. Octavius as Elliot Tolliver

Dr. Otto Octavius is a highly intelligent and prideful scientist, better known as the criminal mastermind Doctor Octopus. During an atomic research project, Octavius' body was fused to four mechanical, tentacle-like arms, also causing him severe brain damage that turned him into a criminal. He clashed with Spider-Man and went to become one of his greatest enemies. After multiple battles, Otto's body started to fail and decay itself. In one last attempt to survive, Otto swapped brains with his nemesis, leaving Spider-Man to die in his fragile body. However, residual memories caused Otto to understand the responsibility of being a hero and strove to become the Superior Spider-Man, a better crime-fighter than his nemesis ever was. Despite his best efforts, Otto's ruthless method of justice was futile in stopping the return of Green Goblin, forcing Otto to cede control of his body back to Peter Parker, understanding him to be the one worthy of being called Spider-Man.

A digital backup of Otto's mind survived and housed himself in the robotic body of the Living Brain. Using the cloning technology of the new Jackal at his disposal, Otto transferred his digital mind to a new body made from his and Spider-Man's genes, assuming the alias of the Superior Octopus while working with Hydra. Creating the identity of "Elliot Tolliver," Otto moved to San Francisco, where he resumed his activities as the Superior Spider-Man. Despite all the good he had done, Otto was forced to make a deal with Mephisto to return to his Doctor Octopus body and mind to defeat another criminal mastermind.