that he would be dead of cancer within a year if he kept using the tentacles. In a world where Ben Parker was the Spider-Totem, Doctor Octopus attempted to blackmail the world with a stolen nuclear device. Even though the demands were met, something went wrong and most of Earth was reduced to a nuclear wasteland, with Ben Parker only surviving because he was hidden in Ezekiel's bunker after the deaths of his family at the hands of the Emerald Elf drove him to retire. On Earth-94, a reality where Ben Reilly was never killed and continued to be Spider-Man, Doctor Octopus was unable to transfer his mind into Spider-Man and died. After various assorted Electros expand out to become a multiverse-conquering army, the lead Electro – a Max Dillon who used his powers to become a major world leader - gathers a variety of alternate Doctor Octopuses to become their 'think tank'. When Gwen Stacy and Uncle Ben attempted to free the Octaviuses from the Electros' control, the various villains attacked them, but they found an ally in the form of Octavia Otto, a teenage female Doctor Octopus who was a member of the Young Avengers in her universe, allowing them to devise a means of adapting the Octaviuses' mind-switching technology to disrupt the neural pattern of the leader of the Electro army, who had converted himself into a purely electricity-based life form. Octavia meets with the Superior Octopus when she joins the Spider-Army to warn him about the Inheritors' hi-jacking his cloning technology to escape their prison. Superman vs. the Amazing Spider-Man In the 1976 DC/Marvel intercompany crossover Superman vs. the Amazing Spider-Man, Doctor Octopus forms an alliance with fellow criminal scientist Lex Luthor, in an effort to conquer the world and kill their archenemies—Spider-Man and Superman. However, once he realizes that Luthor intends to destroy most of the planet Earth, Octopus betrays Luthor and attempts to stop him, but is defeated (Spider-Man subsequently defeats Luthor, and Superman prevents the East Coast of the United States from being destroyed by a Luthor-created tidal wave). Ultimate Marvel The Ultimate Marvel version of Doctor Octopus is younger, more muscular, and wears sunglasses to disguise scars from the accident that fused him to his metal arms. His arms are made of nanobots, and thus can transform into different tools. He initially claims to have a psychic link with his metal arms,