Lady Octopus (Carolyn Trainer), also known as Doctor Octopus II, is a supervillain appearing in American comic books published by Marvel Comics, primarily as an enemy to the superheroes Spider-Man and Scarlet Spider. The character is the protégée of Otto Octavius, the original Doctor Octopus, and assumes her mentor's mantle and an upgraded version of his tentacle harness following Octavius' death in the "Clone Saga". After Octavius' resurrection only a few years later, she becomes Lady Octopus to distinguish herself from him, and has made minor appearances in several stories since. Publication history Lady Octopus was introduced in The Amazing Spider-Man #406 (October 1995) and was created by writer J.M. DeMatteis and artist Angel Medina. Fictional character biography Carolyn Trainer is the daughter of Seward Trainer who was a student of Otto Octavius. After Octavius was killed by Kaine during the "Clone Saga", Carolyn sought to continue her favorite professor's legacy. She obtained a set of a four-tentacle harness identical to Octavius's, which she upgraded by adding a force-field that protected her from any exterior attacks, but allowed her tentacles to freely go through. She took the "Doctor Octopus" name in honor of her beloved instructor and began a campaign to steal her father's research in merging reality and virtual reality. When she found her father was being protected by Scarlet Spider, she became jealous of the father-son relationship between him and her father. She tried but failed to blackmail her way into gaining Trainer's data by stealing a serum that could cure a seriously ill Mary Jane Watson, resulting in her being beaten heavily by Spider-Man and revealing she was working for the mysterious Master Programmer. Carolyn continued her efforts to merge reality and virtual reality, ending up in a technological gang war against Mr. Tso and his boss Alistair Smythe with the Scarlet Spider in the middle of it. She hired the Looter, Override and Aura, and the Pro to assist her in this, as well as Stunner (Octavius's lover/henchwoman), and eventually succeeded in defeating Smythe and gaining the technology she needed before the Scarlet Spider thwarted her. The Master Programmer was revealed to be a digitized copy of Doctor Octopus' mind and Carolyn's overall plan had been to allow Master Programmer to exist in the real world, effectively resurrecting the original Doctor Octopus. This thwarted, she attempted to claim her father's then-comatose body and was finally captured