This article is written from the Real World perspective Real World
Doctor Octopus Armed and Dangerous
Series Spider-Man
Release Date February 18, 1995
Episode Number 4 (Overall)
4 (Season)
Writer Avi Arad
Stan Lee
Brooks Wachtel (Teleplay)
Cynthia Harrison (Teleplay)
Director Bob Richardson
116 images

Peter Parker's first date with Felicia Hardy is interrupted when she's kidnapped by a mad scientist with four mechanical arms looking for revenge. Spider-Man tries to save the day but he's overpowered and only makes things worse. Where Spider-Man fails it seems Peter Parker may get the job done.


Somewhere in the countryside, a train blares its whistle as it travels down the tracks rounding a curve.

Spider-Man runs along top towards the engine. He stops at the front crouching, a web line is tied around his chest. He cannot believe that he finally has a date with Felicia Hardy. He shoots a web at the phone pole and swings off.

Spider-Man Swings Off Train

He swings around the pole and lands on the ground immediately running off into the woods. He thinks to himself that it is only to a science exhibit as her physics tutor.

Peter Covers Costume Leaves Woods

Peter soon walks out of the woods pulling his shirt down over his costume. He thinks about the incident with the Spider-Slayers as he thought she would never see him again.

He approaches a large security fence with a heavy metal gate. A security camera moves down to track him. Someone watches him through the camera.

Peter moves towards the intercom and just before he presses a button a voice asks who he is. He presses a button and gives his name and starts to explain why he is there. Before he can, the gates open allowing him into the Hardy Estate.

Peter walks through telling himself to remain calm. He claims that Felicia is simply a nice girl. He stops when he sees the estate. He looks around noting that her lawn is the size of Central Park.

Hardy Security Picks Up Peter

Just then a security guard drives up in a golf cart and waves Peter in. Peter climbs aboard and the guard drives off. Peter jokingly wonders when this place applies for statehood.

The cart drives up to the front door and stops. Peter gets out and it drives away as he climbs the stairs. As he approaches the door he wonders if he should have worn a suit or at least a new shirt.

Hardy Butler Welcomes Peter

He approaches the door and prepares to knock. Before he can, the door opens and a butler stands welcoming him in. Peter walks in noting to himself that he should have gotten a new shirt.

Back at the fence, strange long shadows pass over them making a mechanical noise. The camera moves around when suddenly a metal tentacle reaches over and crushes it in its three pincers.

Inside, the camera goes to static. A guard is shocked at its sudden destruction.

Doctor Octopus Shadow Outside Hardy Estate

Back at the fence, four mechanical tentacles move about the area.

The guard picks up a microphone and announces that Camera Three is not working and asks to investigate.

The guard in the cart turns and moves towards it.

Back in the mansion, Peter is in awe of the size of the place. He thinks that Aunt May's whole place could fit in this one room with enough space for the Jets to hold a scrimmage.

Peter Bumps Hardy Vase

He backs up but bumps into a table. He quickly turns and grabs it to stop the vase from falling knocking out some of the flowers.

Doctor Octopus Grabs Hardy Guard

At the fence, the guard walks up to see the destroyed camera. He kneels down and finds a broken piece. He picks up his walkie-talkie and warns of a Code Red. Before he can finish he is yanked away by one of the tentacles.

Peter Gives Felicia Flowers

Inside, Peter is cleaning up the fallen flowers when Felicia calls down to him. He turns and sees her walking down the staircase. She calls him sweet for bringing flowers and thanks him. As she takes them, he says it was nothing.

Peter then asks where her mother is. Felicia arranges the flowers into the vase and tells him she is buying a new yacht. Peter jokingly asks if the old one got wet.

Felicia Asks About Convertible

Felicia laughs then asks if they should take the convertible. Peter notes it is kind of chilly outside but claims he can keep her warm. Felicia goes back upstairs saying if it's all the same to him she will get a jacket.

Outside, the tentacles approach the mansion.

Peter sits in a chair waiting when he hears a crash upstairs. He races upstairs when he hears Felicia yelling at something to put her down. He calls out to her.

Doctor Octopus Kidnaps Felicia

He bursts into her room and stands there shocked. He sees Felicia in the metal tentacle of a man in green and yellow armor standing in a gaping hole in the wall. She begs to be let down and screams.

Doctor Octopus Smacks Peter Hardy Estate

Peter races forward and leaps over a tentacle. However, a second one knocks him back against the wall and he slumps down unconscious.

A tentacle hits the ceiling causing it to come crashing down. Felicia screams for help again as the upstairs breaks into the room.

The man turns and walks away on the tentacles carrying Felicia.

Peter groans under the debris. Only his hand sticks out as the room fills with dust.

Ford Questions Peter

Later, a man in a suit questions Peter about four metallic arms. He sits in a chair while two more men in suits watch, one taking notes, and two paramedics stand nearby. Peter reiterates that is what he saw.

He stands saying that is he keeps telling him. The man looks at Peter wondering if he noticed anything else, like a couple of extra heads. This causes the other two men in suits to laugh.

Peter Angry at Ford

Peter gets angry saying that he doesn't care whether they believe him or not. He reminds them that Felicia is gone and they should be out looking for her.

Anastasia Meets Ford Peter

Just then, a woman walks in asking where her daughter is. She looks around wondering what happened and who they are.

The man approaches Mrs. Hardy and introduces himself as Agent Ford of the FBI showing his badge. He warns that he has bad news, her daughter has been kidnapped.

Mrs. Hardy is shocked and moves back. Ford helps her sit down in a chair. He hands her a piece of paper explaining they found this note out front that ransom instructions will follow.

Anastasia Reveals Octavius is Kidnapper

Mrs. Hardy looks at it and recognizes the signature as belonging to Dr. Octavius. Peter is shocked at the name.

Ford asks if she knows him. Mrs. Hardy believes this explains it. She explains that the Hardy Foundation refused to grant money for his experiments and he must want revenge.

Peter thinks to himself that Doctor Octavius must be Otto Octavius. He doesn't think this could be.

He thinks back to when he was ten years-old and his Uncle Ben enrolled him at science camp and the man who ran it was Doctor Otto Octavius.

Peter Meets Octavius

During that summer, Ben and Peter, holding a duffel bag, walked through a large gate. They were greeted by a man, Octavius, and Ben pushed young Peter to shake his hand.

Later, Octavius activated an electrical device that sparked electricity. A group of students stood around watching. Peter explains he is a genius with a gift for teaching.

Peter Embarrassed at Science Camp

Peter recalls that he once tried an experiment of his own. Young Peter poured liquid from a test tube into a beaker turning the liquid purple. However, the experiment blew up in his face spraying Peter with the substance.

The other children laughed at him. Peter never forgot what Octavius said to him.

Octavius Comforts Peter

Octavius walked over to Peter and reassured the boy. He claimed that the others' laughter is meaningless. He explained that science is the important thing, justifying all that they do in its service. Peter smiled and nodded.

Later, Spider-Man lands on a nearby building. He wonders what could have changed him and where would he have taken Felicia. He shoots a webline at the building across the street and swings away.

Elsewhere, Octavius carries Felicia across a factory rooftop. He opens a skylight and enters.

Felicia Looks Down on Doctor Octopus

After some time, Felicia is tied up on a large tower while he works on a nearby console. Felicia asks what he wants from her and who he is.

Octavius wonders what is with a name. He notes that an octopus by any other name would be just as deadly, and moves one of his tentacles towards her causing her to scream.

Doctor Octopus Scares Felicia

As the tentacle nears her face she pleads that she has never done anything to him. He retracts the tentacle noting she has not, but that is what they all say. He claims no one has ever done anything to him, calling himself Doctor Octopus.

He claims it started with his colleagues who ridiculed him. He flashes back a time when he stood in a laboratory with three other men. On a table glowed a device illuminating the room.

Octavius Mocked for Battery

Octavius smiled as he showed off his device. However, the others laughed as they made fun of him. Doctor Octopus claims they could not comprehend how a cold fusion reaction could happen in a battery.

He claims he went to the Hardy Foundation for funding and they promised to give him all that he needed.

Hardy Foundation Gives Octavius Grant

Inside a large skyscrapper, Octavius and Mrs. Hardy shook hands and he kissed hers. Men around them clapped congratulating him.

Doctor Octopus claims he knew he would master fusion power eventually. Later in another laboratory, Octavius put on a harness that had the four metal tentacles attached. The harness closed around his midsection and tightened.

Doctor Octopus states his experiments were not quick enough for Felicia's mother despite claiming she was a great friend of science.

Octavius Uses Tentacles First Time

Octavius activated the tentacles and they moved inside a contained room. They picked up the chemicals and poured it into other beakers.

Doctor Octopus explains Mrs. Hardy cut off the grant and he was forced into a miserable basement.

Octavius walked through the rain into a rundown building.

Doctor Octopus tells Felicia he could no longer afford vital safeguards but was determined not to let anything stop him.

Octavius Wipes Away Sweat

In the basement, Octavius continued working with the tentacles. Sweat streamed down his face and he wiped it on his sleeve.

He used the tentacles to work on his battery. However, one of the tentacles broke off a piece to a gas container. The substance began leaking into the air.

Octavius Battery Overloads

The battery began surging and flashing with power. He looked on with shock.

Suddenly, an explosion rocked the entire building engulfing the area.

Doctor Octopus explains he paid the price. He claims that Otto Octavius disappeared in the explosion and Doctor Octopus was born.

Doctor Octopus Born

Rubble was strewn about the area. One of the metal beams moved aside, pushed from below by one of the tentacles. Another moved away a metal door. Doctor Octopus rose out of a hole in the ground as smoke filled the area.

Back in the factory, Doctor Octopus laughs maniacally.

Elsewhere at a television studio, J. Jonah Jameson sits at the news desk addressing the audience through the camera. He introduces himself as president and CEO of J3 Communications.

Jameson Addresses Doctor Octopus

He points at the camera saying he has a special message for Dr. Otto Octavius. He says that Felicia's family and friends are concerned for her safety. Mrs. Hardy and Peter watch on nearby. Jonah says they are ready to meet his demands but need to know what they are.

He asks that Octavius call the J3 Studio as soon as this broadcast is over. In the control booth, a technician works on the switchboard.

Anastasia Comforted by Peter

He continues to say that they just want Felicia back and will do anything he asks so long as she isn't harmed. Peter puts a hand on Mrs. Hardy's shoulder. She grabs his hand and looks up at him.

Jonah offers his personal guarantee but is interrupted by the ringing of the phone. In the booth, the director tells the technician to cut to the station ID.

Robbie Tells Jonah to Keep Cool Over Kidnapping

Jonah moves to pick up the phone. Joseph Robertson quickly moves to his side telling him that if it is him to keep his cool. Jonah retorts that he always does.

Ford appears on the other side to remind him to keep him talking as long as he can. Jonah tells him to stop fussing as he has seen enough crime movies.

The director tells him he is on. Jonah picks up the phone and answers it. Doctor Octopus responds that he is accepting Jameson's offer.

Doctor Octopus Calls Jameson

In his hideout, Doctor Octopus watches the broadcast on a small handheld television he holds in one of his tentacles. Jonah offers to switch off the air. Doctor Octopus, on his phone retorts that he wants them to keep it on the air so the world knows how he has been treated.

Jonah asks about Felicia wondering if she is okay. Octopus states that sometimes sacrifices must be made in the name of science. Nearby, Felicia continues to struggle in her bindings.

Jameson Threatens Doctor Octopus

Jonah yells into the phone threatening him if anything happens to her. Octopus asks what he will do, claiming he is in no position to do anything.

Jonah looks at the phone then tells him not to count on that, calling him a six-armed squid. Ford looks astonished while Robbie tries to get him to stop.

Ford Robbie Shocked at Jameson

Jonah continues by saying Octopus is a symbol of everything wrong with this country. Everyone in the studio looks on in horror. Peter sarcastically thinks to himself that Jameson is the great communicator as he shakes his head.

He screams into the phone that Doctor Octopus should be put away for the rest of his life. The kidnapper interrupts becoming angry that Jonah would talk to a scientist this way.

Anastasia Peter Shocked by Jameson

Jonah says he is just a coward who kidnapped a helpless girl. Mrs. Hardy and Peter are shocked by this.

Doctor Octopus Calls Jameson Coward

In his lair, Doctor Octopus crushes the small television question Jonah's term. He claims they will see who the coward is. He demands that Jonah personally deliver the ransom money to him.

Jonah is surprised to hear this. Doctor Octopus orders him to come alone unless he is a coward. Octopus states he will fax the instructions later.

Jameson Tells Robbie Ransom Demands

Jonah covers the phone and tells Robbie that Doctor Octopus wants him to bring the ransom. Peter runs off.

Later, a car pulls up in front of a large warehouse. Jonah climbs out carrying a briefcase and walks in. Spider-Man swings over and lands on the wall to watch him.

Jameson Enters Octopus Warehouse

Entering the darkened building, Jonah calls out for Octavius. Suddenly the roll down door closes behind him closing with a thud.

Jameson Passes Doctor Octopus Tentacle

Jonah presses on wondering where he is and demanding he show himself. He unknowingly walks past a metal tentacle disguised as a pole.

Doctor Octopus Sees Jameson

Suddenly, a tentacle drops down and wraps around Jonah. The man screams as he is lifted off the ground and brought to Doctor Octopus, close enough to be reflected in his sunglasses.

Doctor Octopus is glad to finally be face to face with Jonah, trusting they are alone. Jonah explains the FBI promised to stay clear then demands to see Felicia. Doctor Octopus grabs the briefcase with a tentacle then states he doesn't do requests.

Doctor Octopus Doesnt Do Requests

Jonah holds onto the briefcase demanding to know if she is hurt. Doctor Octopus retorts she is in perfect condition. He snaps the briefcase off the handle and squeezes Jonah tighter. He threatens that Jonah will be different.

Just then, Spider-Man orders him to put up all of his hands. Spider-Man shoots a web and swings over to them.

Doctor Octopus extends two tentacles to the ground and jumps down in time to miss the hero. Jameson wonders what Spider-Man is doing there.

Jameson Yells at Spider-Man for Ransom Interference

Doctor Octopus accuses Jonah of bringing Spider-Man. Jonah replies he would never then accuses the "web-head" of messing everything up. Spider-Man replies that it is good to see the "pickle puss."

Doctor Octopus arches his back and sends his tentacles forward. Spider-Man leaps out of the way before two destroy the wooden beam he crouched on.

Spider-Man Dodges Doctor Octopus Tentacle

Spider-Man leaps onto a large stack of wooden boxes dodging another tentacle. He stops and leans back to avoid one coming at him. The first one comes down from above and Spider-Man leaps away. That crash forces the hero off the stack.

Doctor Octopus smiles as he sends more tentacles after him.

Doctor Octopus Punches Spider-Man

Spider-Man lands on the ground ducking under a tentacle. Doctor Octopus turns and slams the hero back causing him to crash into the stack. Spider-Man slumps to the ground as Doctor Octopus sends forth another tentacle.

The tentacle wraps around Spider-Man lifting him up. Doctor Octopus holds the hero up next to Jonah asking if he thought his spider powers could compare to his unbreakable hydraulic tentacles.

Doctor Octopus Swings Spider-Man Around

Spider-Man jokes he thought so as the kidnapper swings him around and slams him into a wall. Doctor Octopus tells him not to think then slams him into the stack of boxes. He claims it could be the last thought the hero ever has.

Spider-Man Stops Doctor Octopus Slam

Doctor Octopus lifts Spider-Man into the air and moves to slam him into the floor. Spider-Man fires a webline at a ceiling beam and stops himself just above the ground.

Doctor Octopus becomes angry and smashes apart the beam forcing Spider-Man to drop and claiming that his acrobatics are no match for him. The beam comes crashing down behind Spider-Man.

Doctor Octopus Drags Spider-Man

He pulls Spider-Man close to him ordering him to listen closely. He states that since he has twice the hostages he wants twice the ransom, and he wants it in twenty-four hours.

He flicks his tentacle letting go of Spider-Man. The webheaded hero flies out a window and is hurled into the nearby river.

Spider-Man Surfaces After Doctor Octopus Throw

He surfaces and swims over to the nearby dock.

Spider-Man Doctor Octopus Ransom Failure

Spider-Man bursts into the warehouse saying he won't be gotten rid of that easily. However, he looks around and finds it empty. He stands there realizing he blew it.

The next day at The Daily Bugle, Mrs. Hardy demands to know who asked him to help. She sits in the offices holding a tissue to her face. Robbie stands behind her. She yells that if Spider-Man had stayed out of it she would have Felicia back.

Spider-Man Reasons Ransom Interference

Crouched in the window, Spider-Man looks out then turns to face her. He claims that Doctor Octopus would not have released her even if he hadn't intervened. She bitterly asks if he is suddenly a mind-reader.

She accuses him of working with that "lunatic" and storms off. Robbie watches her leave. He notes that he has defended Spider-Man against Jonah but wonders if maybe he was wrong.

Spider-Man leaps out the window and swings away. He notes to himself that coming from Robbie that hurt worse than anything Doctor Octopus could do as he swings over the city streets.

Spider-Man Berates Himself

At his home, Spider-Man sits in his bedroom wondering if maybe they are right. He then berates himself for delving into self-pity, noting that won't get them back.

Spider-Man Unmasks in Mirror

He suddenly sits upright thinking that if maybe Spider-Man can't save them then Peter Parker can. He looks into a mirror, takes off his mask, and smiles.

Back at the Bugle, Mrs. Hardy and the FBI agents sit in Jameson's office. Robbie bursts in explaining that a tape just arrived. He puts it in the VCR and one of the monitors begins playing it.

Anastasia Robbie Ford Watch Ransom Tape

They all watch as the tape begins playing and they hear Felicia's cries. Her mother wonders what has happened to her. They see Felicia and Jonah strapped to the scaffolding.

Doctor Octopus announces that time is running out. He appears saying he will call at ten o'clock. Ford looks at his wristwatch noting it is two minutes from now.

Peter walks into the office demanding to talk to Robbie. He says not now but Peter claims it is about Doctor Octopus. Ford tells him they don't have time.

Peter Reveals Octavius History

Peter claims they don't understand. He explains that he knows him and was his teacher. Ford tells him they are professionals and know how to deal with these situations. Peter retorts that he knows how to get to him.

The FBI agent turns to walk away. Mrs. Hardy stops Ford urging him to hear Peter out. Peter explains they are messing with the thing Octavius loves most of all, science. He urges them to understand that for Felicia and Jonah.

Ford Offers Peter Phone

Just then, the phone rings. Ford goes to pick it up but Peter begs them to let him answer it. Ford moves aside allowing him. The other two FBI agents sit nearby listening in on headphones.

Peter answers and introduces himself to Dr. Octavius. He explains that he was a student of his years ago at science camp.

In his lair, Doctor Octopus struggles to remember the name. Peter tells him that he may not remember him but Octavius taught him how important science is. Doctor Octopus stands besides large pieces of machinery.

Doctor Octopus Tests Peter

Peter claims he has read every paper Octavius ever published. Peter picks up the phone walking to the others and lists off Sustained Fusion-Fission Reactions and Neurochemcial Fusion. Doctor Octopus asks him about Fusion Potential of the Supercollider.

Peter looks around and notes that Octavius never wrote that. He realizes he was being tested. Doctor Octopus tells him he passed.

Peter Wants to See Fusion Battery

He then asks if Peter knows about his cold fusion battery. Peter says he does and would give anything to see it. He looks around at the others in the office.

Doctor Octopus tells him he is the perfect person to bring him the ransom. He states that afterwards he will show Peter his battery. He turns towards his hostages who look grim.

Peter Approaches Rocket Plant Door

Later, Peter approaches a large building carrying a briefcase. He notes to himself that it is usually the spider that traps the fly not the octopus that traps the spider.

A humungous metal door opens allowing Peter in. He realizes it is an abandoned rocket assembly plant, a perfect hideout for a loony scientist. He walks in looking around.

Peter Caught in Doctor Octopus Light

Just then, a bright light shines on him. He brings his arms up to shield his face. Felicia and Jonah both call out to him. Doctor Octopus moves forward walking on his tentacles.

The light shuts off and Peter reassures the captives that everything will be fine. Jonah retorts that he will believe it when he sees it.

Doctor Octopus Tentacle Approaches Peter

One of Doctor Octopus's tentacles moves towards Peter. It stops near him and the claws pinch as he asks if that is the money. Peter offers the case to him and the tentacle takes it.

Doctor Octopus opens the case and sees it filled with bills. He then offers to show Peter what purpose this will serve. Peter looks grim and asks about Felicia and Jonah.

Doctor Octopus Hostages Can Hang Around

Doctor Octopus looks at the hostages saying they can "hang around" for a little while longer. Felicia look down in despair.

Later, Doctor Octopus shows Peter a large orb that pulsates with light. He explains it is fusion energy, generating billions of kilowatts. He claims it is enough power to lift mankind from the depths of poverty.

Doctor Octopus Grabs Battery Fuel

He then says he will control this power. He moves a tentacle towards Peter scaring the former student. Peter moves out the way so Doctor Octopus can grab a cylinder behind him.

The tentacle grabs it as he explains that a battery twice this size could replace a dozen nuclear power plants. He pulls the battery back towards him.

Peter agrees but notes that when this size is exceeded it becomes unstable noting the last time. Doctor Octopus interrupts saying he is right as it blew up.

Doctor Octopus Brags About Tentacles

He then notes there was a dividend. He explains that the explosion that destroyed his laboratory also welded the mechanical arms to his spine. He turns to show the base of the tentacles to Peter, calling it a neurologically augmented exoskeleton.

One of the tentacles opens a small port so another puts in the battery. Doctor Octopus explains it responds to his thoughts, a melding of metal to flesh and bone. He then closes the port and begins turning the valves on the device.

Felicia Flash All Hands

The two hostages watch with interest. Jonah calls this incredible. Felicia jokes that he reminds her of Flash Thompson saying they are both "all hands."

Doctor Octopus continues by saying his tentacles allow him to work four times as fast while calling them the greatest weapons imaginable. He crouches and moves his tentacles about.

Peter Orders Doctor Octopus to Release Hostages

Peter approaches him saying he has been paid and tells him to release the hostages. Doctor Octopus questions this saying not to insult his intelligence. Peter reminds him he has his money.

Felicia Watch Peter Doctor Octopus Argue

Doctor Octopus calls this a good first installment. Felicia looks up. Peter reminds him he made a promise. The villain retorts that it is a broken promise. He looks up at Felicia and asks if that sounds familiar.

Doctor Octopus calls this a perk of power. He then tells his "student" to listen and learn then turns walking away. Peter says he is no longer his student, causing Doctor Octopus to stop in his tracks, and there is nothing more he can teach him.

Doctor Octopus Drops Peter

Doctor Octopus asks if there is and turns. He extends his tentacles ensnaring Peter. Peter is lifted up and moved towards a window. Felicia calls out to him as Doctor Octopus drops him.

Peter falls down the side and hits the ground far below.

Jonah says that Peter didn't deserve that. Felicia stammers to call him a heartless freak.

Doctor Octopus Pincer Near Felicia

Doctor Octopus becomes angered by the name calling. He says he is merely the victim of an accident. He moves a tentacle right in Felicia's face snapping it. She becomes frightened as he says anyone can have an accident.

Suddenly, Spider-Man orders him to stay away from her. Doctor Octopus turns to see the hero up in the rafters. He says the webhead is making a career of interference.

Spider-Man Superhero Lousy Career

Spider-Man jokes that it isn't much of a career as he doesn't get a salary or vacation. Doctor Octopus smashes a tentacle into the pipe he stands on just as Spider-Man swings away joking about on-the-job health hazards.

Spider-Man lands on a metal walkway then sees a tentacle coming at him. He leaps out of the way as the tentacle smashes through.

Doctor Octopus sees Spider-Man crawling up the side of the wall. He says that won't help as his tentacles will turn him into a blood smear.

Spider-Man Dodges Doctor Octopus Tentacles Wall

Spider-Man leaps to the side dodging the four tentacles as they smash into the wall. However, one hits his midsection knocking him off the wall. Spider-Man falls and crashes into a pile of boxes.

Doctor Octopus grabs a pipe above as Spider-Man pushes his way out of the box debris. Doctor Octopus moves towards him and Spider-Man realizes he needs to immobilize at least some of the arms.

He turns and sees a dynamo and leaps away. He reaches a control panel and pushes up on a lever. Overhead, Doctor Octopus moves his lower tentacles down to attack.

Doctor Octopus Goes After Spider-Man Console

Spider-Man dodges the tentacles and leaps on top of the dynamo. He explains to himself that dynamos create electricity by spinning a coil between the poles of a magnet or electromagnet.

Spider-Man Doctor Octopus Stuck on Dynamo

Doctor Octopus slams his tentacle down just after Spider-Man leaps away. However, he is shocked to find he cannot move it. Spider-Man lands asking him what is wrong, suggesting he is stuck on the dynamo's magnet.

Jonah calls him a lamebrain for starting the assembly test line.

Jameson Felicia See Rocket Engine Activate

Nearby, machinery begins moving on the ceiling rails. A massive cone device movies towards Jonah and Felicia. Jonah explains that when the rocket engine moves over their heads it will fire.

Spider-Man is shocked as he watches it move.

Doctor Octopus Double Jeopardy

From his trapped position, Doctor Octopus tells him he is in double jeopardy. He explains that if the dynamo is turned off he will attack with all his fury, but if he does not he might live long enough to see his friends' molecules fried.

Spider-Man jokes that this is what he loves about life, the choices. He runs over and pulls the lever shutting off the dynamo.

Doctor Octopus frees his tentacle while the engine stops moving. He sends his tentacles down just as Spider-Man fires a web towards the ceiling. The tentacles come crashing down as he swings up.

Spider-Man Unties Hostage Jameson

Spider-Man swings over to the hostages and begins to untie them. Felicia tells him to hurry and Spider-Man replies he is going as fast as he can. She looks down in time to see Doctor Octopus sending one of his tentacles towards them.

Doctor Octopus pulls back the captured Spider-Man. He asks how he would feel if he could change things but be helpless to do so. As he struggles in the metal tentacle, Spider-Man jokes that it isn't as bad as having a name like Doc Ock.

Doctor Octopus then uses a tentacle to push the lever back on. The engine begins moving into position again.

Spider-Man Struggles with Doctor Octopus Tentacle

Spider-Man struggles to keep the end of the tentacle away from his face. He looks around and spots an electromagnet nearby. He looks around for the controls.

Doctor Octopus brings Spider-Man down before him as the hero continues his struggle. He offers him a few last thoughts before he ends him. Spider-Man pipes up saying he hates to interrupt a megalomaniac but will shoot webbing in his eyes.

Doctor Octopus Webbed Eyes Flails Spider-Man

He extends his arm and shoots a ball of webbing. The webbing hits Doctor Octopus in the glasses and he reaches up to get it off. He struggles with the webbing flailing Spider-Man about. Spider-Man hopes he will be dropped soon.

Just then, Doctor Octopus lets go and Spider-Man lands on the ground near the battery after doing a flip. He looks up seeing the electromagnet thinking of how to get Doctor Octopus over there.

Doctor Octopus Rips Off Eye Webbing

Doctor Octopus finally tears the webbing off his glasses.

Jonah and Felicia watch from their vantage point.

Spider-Man calls Doctor Octopus a six-armed neanderthal and challenges him to come over and fight like an octopus. He readies his hand to pull the lever.

Spider-Man Lures Doctor Octopus Towards Electromagnet

Doctor Octopus slowly approaches then stops. He looks up seeing the magnet. He tells the hero he is no fool and will not fall for the same trick twice. He then says he can wait unlike his friends.

Rocket Activates Over Jameson Felicia

Overhead, the rocket moves closer to Jonah and Felicia. The bottom begins glowing as it powers up.

A nearby computer shows that the rocket booster is in position. It activates the engine test and begins counting down from twenty seconds.

A vent opens releasing steam. Alarms blare warning to clear the launch area.

Jameson Felicia Rocket Test

Felicia screams as the air starts moving. She shields her face as the rocket ignites. Jonah orders Spider-Man to do something.

Spider-Man realizes that his opponent is right, he will never get past him to shut off the dynamo. He then moves over to the fusion battery. He twists the glowing orb off and pulls it out.

Doctor Octopus orders him to get away from it. Spider-Man holds up the orb offering to make a trade. He wants his friends in exchange for Doctor Octopus's life's work.

Spider-Man Throws Fusion Battery

He throws the orb high into the air, it sparks as it flies. Doctor Octopus screams and races forward. He grabs the orb with all four of his tentacles.

Spider-Man quickly pushes up the dials and the electromagnet powers on. It pulls the tentacles and the orb up lifting Doctor Octopus off the ground.

Doctor Octopus Defeated

When the tentacles and orb hits the magnet, electricity courses through them. Doctor Octopus cries out and goes unconscious.

The readout counts down to ten seconds.

Spider-Man says his plan worked like a charm. He then turns when Felicia screams. She cries out as the rocket comes closer.

Spider-Man Swings to Save Doctor Octopus Hostages

Spider-Man shoots a web and swings up around the blast. He lands on the scaffolding and works once more on their bindings.

The computer counts down to seven seconds.

Felicia looks over and screams as it counts down to four seconds.

Spider-Man moves down and tells her to hang on.

The countdown goes to three seconds.

Spider-Man Swings Felicia Jameson to Safety

Felicia wraps her arms around Spider-Man as he carries Jonah by the leg with the other while he swings down. Jonah cries up from his upside down position.

The computer counts down to zero.

The rocket blast starts filling the area.

Felicia and Spider-Man watch from nearby.

The engine soon powers down and shuts off.

Felicia wraps her arms around Spider-Man giving him a hug and wondering how she can ever thank him. Spider-Man jokes this is a good way. Behind them, Jonah stands rubbing his head.

Felicia Remembers Peter was Thrown

Felicia then remembers Peter and runs off. Spider-Man shoots a web and swings off leaping out the window.

Doctor Octopus hangs there unconscious.

Spider-Man crawls down the side of the wall. Felicia runs out a door crying Peter's name. Spider-Man gets into a stack of boxes and a barrel moving them over him.

Felicia Finds Peter in Debris

Felicia comes out the side door near the boxes and calls out Peter's name. She hears some rustling and Peter groaning. She grabs a box and tosses it aside to see his leg. She moves the barrel to see Peter there rubbing his head.

She asks if he is okay. He rubs his head saying he is fine and jokes that was some date. She helps him up saying that is one way of putting it. He asks if they want to give it another try.

Peter Takes Felicias Hands

Felicia tells him that he has to understand she doesn't usually allow herself to be taken hostage on the first date. Peter tells her he respects that and takes her hands in his.

The moon shines high above them.

Later, thunder rolls outside a prison. Lightning strikes in the distance.

Doctor Octopus Wont Stay in Prison

Inside, Doctor Octopus sits in the middle of a large metal room. Each of his tentacles are bound by devices in each corner. He says a quote about stone walls not making a prison nor iron bars a cage. He says he won't hold the genius of Doctor Octopus and laughs.

His laughter is heard outside the small window in the hall beyond.


"I can't believe it. A date with Felicia Hardy. Finally. Oh, sure, I'm only taking her to the science exhibit as her physics tutor but after that Spider-Slayer business I didn't think she'd ever let me see her again."

-Spider-Man, inner monologue

"Relax, Parker. Felicia's just a simple, sweet, regular girl...with a front lawn the size of Central Park."

-Peter Parker, inner monologue

"So, uh, when does this place apply for statehood?"

-Peter Parker

"Maybe I should have worn a suit. Or at least a new shirt."
"Come in, Mr. Parker. I'll announce you."
"Yep. Definitely a new shirt."

-Peter Parker, inner monologue, and Butler, first lines

"Wow. Aunt May's whole place could fit in this one room. And there'd still be space for the Jets to hold the scrimmage."

-Peter Parker

"Parker. How sweet. You brought flowers. Thank you."
"Oh, it's nothing."

-Felicia Hardy and Peter Parker

"So, where's your mom?"
"Parker. She's out buying a new yacht."
"Well, what happened? The old one get wet?"

-Peter Parker and Felicia Hardy

"Shall we take the convertible?"
"It's kind of chilly out, but I'll keep you warm."
"I'll get a jacket, if it's all the same to you."

-Felicia Hardy and Peter Parker

"Four metallic arms?"
"Yes. That's what I saw. I keep telling you."
"Did you notice anything else about him? A couple extra heads maybe?"

-Agent Ford, first lines, and Peter Parker

"My daughter, where is she? What happened to her? Who are you?"

-Anastasia Hardy, first lines

"That signature...Dr. Octavius."
"You know him?"
"Well, that explains it. The Hardy Foundation refused to grant money for his outlandish experiments. He must want revenge." "Anastasia Hardy and Agent Ford

"Dr. Octavius? Otto Octavius? It can't be. When I was ten, Uncle Ben enrolled me at science camp, and the man who ran the camp was Dr. Otto Octavius. He was a genius, had a real gift for teaching. I remember once I tried an experiment of my own. It blew up in my face and the other kids started laughing at me. But then Dr. Octavius said something I'll never forget."

-Peter Parker, inner monologue

"Their laughter is meaningless. Science is the important thing. It justifies all that we do in its service."

-Past Otto Octavius, first lines

"What do you want from me? Who are you?"
"Who am I? What's in a name, hmm? An octopus by any other name would still be as deadly."

-Felicia Hardy and Doctor Octopus, first lines, paraphrasing Romeo and Juliet

"Please. Please, I've never done anything to you."
"No, of course you haven't. That's what they all say. No one's ever done anything to Doctor Octopus."

-Felicia Hardy and Doctor Octopus

"It started with my colleagues. They ridiculed me. Those mindless fools could not comprehend how a cold fusion reaction could be generated in a battery. So I approached the Hardy Foundation for funding of my experiments. They promised to grant me the money I needed. I knew I would master fusion power eventually but it wasn't quick enough for your mother, great friend of science that she was. She cut off the grant. I had to move my laboratory to a miserable basement. I could no longer afford vital safeguards, but I was determined nothing would stop me. But I paid the price. Doctor Octavius vanished in that explosion and Doctor Octopus was born."

-Doctor Octopus

"This is J. Jonah Jameson, president and CEO of J3 Communications. I have a message for Dr. Otto Octavius. Felicia hardy's family and friends are deeply concerned for her safety. We're prepared to meet your demands but we need to know what you want. Please call me here at the J3 studio as soon as this broadcast is over. We want Felicia back. We'll do anything you ask, as long as she isn't harmed. I will personally guarantee that..."

-J. Jonah Jameson

"Jonah, if it's him, whatever you do, keep your cool."
"Don't I always, Robbie?"

-Joseph Robertson and J. Jonah Jameson

"This is Doctor Octopus, accepting your generous offer."
"I'll switch us off the air."
"No! I insist we keep it on the air. I want the whole world to know how I've been treated."

-Doctor Octopus and J. Jonah Jameson

"What about Miss Hardy? Is she okay?"
"Sometimes sacrifices must be made in the name of science."

-J. Jonah Jameson and Doctor Octopus

"If anything happens to her, I'll..."
"You'll what? You're not in a position to do anything."
"Don't count on that, you-you six-armed squid."
"No, Jonah. No!"
"You're a symbol of everything that's wrong with this country."

-J. Jonah Jameson, Doctor Octopus, and Joseph Robertson

"J. Jonah Jameson, the great communicator."

-Peter Parker, inner monologue

"You should be put away for the rest of your..."
"You dare talk that way to a scientist?"
"Scientist!? You're just a coward who kidnapped a helpless girl."
"Coward, am I? We'll see who the coward is. I want you to personally deliver the ransom money to me."
"Come alone, unless you're the coward."

-J. Jonah Jameson and Doctor Octopus

"Face to face at last."

-Doctor Octopus

"I trust we're alone."
"The FBI promised to stay clear. Now show me the girl."
"Sorry. I don't take requests."

-Doctor Octopus and J. Jonah Jameson

"Hands up. All of them!"


"You web-headed foul-up!"
"Hey, it's nice to see you, too, pickle puss."

-J. Jonah Jameson and Spider-Man

"You really think your spider powers can compare with the shattering impact of my unbreakable hydraulic tentacles?"
"It was a thought."
"Don't waste your time thinking. It may very well be the last thought you ever have."

-Doctor Octopus and Spider-Man

"Your pathetic acrobatics are no threat to me."

-Doctor Octopus

"I really blew it this time."


"Who asked you to help!? If you'd just kept out of it I'd have my daughter back now."
"I don't think he would've released her, even if he..."
"Oh, so now you're a mind-reader, too? For all I know, you might be working with that lunatic!"

-Anastasia Hardy and Spider-Man

"I used to defend you against Jonah, told him the city was better off because of you. Maybe I was wrong."
"Coming from Robbie, that hurt, more than anything Octavius's tentacles could do to me."

-Joseph Robertson and Spider-Man inner monologue

"The worst part is, they may be right. Listen to me, sinking into self-pity. Well, that's not gonna get them back. And if Spidey can't do it, maybe Peter Parker can."

-Spider-Man inner monologue

"We're tampering with the most important thing in Octavius's life...Science. Unless we understand that, Felicia and Mr. Jameson will be..."

-Peter Parker

"Hello. Dr. Octavius? This is Peter Parker. I was one of your students years ago at science camp."
"Hmm, Parker?"
"You probably don't remember me, but you taught me how important science is. I've read every paper you've published. Uh, 'Sustained Fusion-Fission Reactions,' 'Neurochemical Fusion',"
"What about 'Fusion Potential of the Supercollider'?"
"You never wrote that. You were testing me, weren't you?"
"And you passed. Do you know about my cold fusion battery?"
"Of course. I'd give anything to see that battery."
"Then you're the perfect one to bring me the ransom. And after that, I'll show it to you."

-Peter Parker and Doctor Octopus

"Usually it's the spider that traps the fly, not the octopus that traps the spider."

-Peter Parker, inner monologue

"Don't worry. Everything's going to be okay."
"I'll believe that when I see it."

-Peter Parker and J. Jonah Jameson

"Excellent. Now let me show you the purpose this will serve."
"Well, what about Felicia and Mr. Jameson?"
"Them? They can hang around for a while."

-Doctor Octopus and Peter Parker

"Fusion energy. Billions of kilowatts, enough power to lift mankind from the depths of poverty. A power I will control. Think of it, a battery only twice the size of this could replace a dozen nuclear power plants."
"Yes, but when you exceed this size it becomes unstable. The last time it..."
"You're right, Mr. Parker. It blew up. But there was a dividend. The explosion that destroyed my laboratory also welded these arms to my spine, a neurologically augmented exoskeleton. It responds to my thoughts, a melding of metal to flesh and bone."

-Doctor Octopus and Peter Parker

"Reminds me of Flash Thompson, all hands."

-Felicia Hardy

"They let me do my work four times as fast and they are the greatest weapons imaginable."

-Doctor Octopus

"You promised to let them go."
"What? A broken promise? Heh heh. Sound familiar?"
"That's one of the perks of power, my student. Listen and learn."
"I'm no longer your student and there's nothing more you can teach me."

-Peter Parker and Doctor Octopus

"Even Parker didn't deserve that."
"Uhh! You-you heartless freak!"
"Freak!? I'm merely the victim of an accident. And anyone can have an accident."

-J. Jonah Jameson, Felicia Hardy, and Doctor Octopus

"Spider-Man! You're making a career of interference."
"Some career. No salary, no vacation. Talk about on-the-job health hazards."

-Doctor Octopus and Spider-Man

"Clinging to walls won't help. My tentacles will turn you into a blood smear."

-Doctor Octopus

"Dynamos make electricity by spinning a coil between the poles of either a magnet or electromagnet."

-Spider-Man inner monologue

"Double jeopardy, Spider-Man. If you manage to turn off the dynamo you'll face the full fury of Doctor Octopus. And if you don't, perhaps you'll live long enough to see your friends' molecules fried."
"That's what I love about life, choices."

-Doctor Octopus and Spider-Man

"How does it feel to know that you could change things, Spider-Man, and be helpless to do so?"
"Not as bad as I'd feel if I had a name like Doc Ock."

-Doctor Octopus and Spider-Man

"Let me give you a few last thoughts to contemplate before I put an end to your puny..."
"I really hate to interrupt a megalomaniac when he's on a roll, but here's web in your eye!"

-Doctor Octopus and Spider-Man

"You six-armed neanderthal! Why don't you get over here and fight like an octopus?"
"No fool am I, Spider-Man."

-Spider-Man and Doctor Octopus

"Tell you what, let's make a trade. My friends for your life's work."


"Ohh. How can I ever thank you?"
"This seems like a pretty good way."

-Felicia Hardy and Peter Parker

"Oh, are you okay?"
"Sure. Fine. Some date, huh?"
"That's one way of putting it."
"You wanna give it another try?"
"Well, Parker, you have to understand something. I don't usually allow myself to be taken hostage on a first date."
"I respect that."

-Felicia Hardy and Peter Parker

"Stone walls do not a prison make, nor iron bars a cage. Not against the genius of Doctor Octopus."

-Doctor Octopus quote To Althea, from Prison


  • The train has seven cars.
Peter Catches Hardy Flowers
  • Pink flowers, the kind Peter knocks over, are typically used as a symbol of love and awareness. Ironic given that Peter is unaware he is knocking them over while meeting someone he loves.
  • Given the position of the moon, Felicia's room is in the rear of the house.
  • Among the debris that falls on Peter is a dresser, lamp, table, bookcase, books, and a chair.
  • Doctor Octopus paraphrases William Shakespeare's Romeo and Juliet when he first talks to Felicia.
Cold Fusion Battery Early Version
  • Being ridiculed for the cold fusion battery is likely a reference to the Patterson Power Cell, where in 1989 scientist James A. Patterson claimed to have created such a device before being discredited by the scientific community.
  • The canister that Octavius accidentally breaks during his origin has an H symbol, likely the atomic symbol for Hydrogen.
  • While Jameson mixes up squids and octopi, both creatures do have eight tentacles.
  • Doctor Octopus calls his tentacles unbreakable. In the comics, his second tentacles were made of adamantium, though they were eventually destroyed.
Doctor Octopus Shows Off Second Cold Fusion Battery
  • The fusion battery Doctor Octopus shows Peter bears a resemblance to the Death Star from the Star Wars franchise.
  • Felicia is making a sex joke when comparing Flash to Doctor Octopus.
  • The nickname Doc Ock isn't used until nearly seventeen minutes into the episode.
  • Spider-Man does a play on the phrase "Here's mud in your eye." While it is often used negatively, it actually means to wish someone good luck.
  • In prison, Doctor Octopus quotes To Althea, from Prison.
  • The earliest episode of the series to be released on Region 1 DVD.


  • The tentacle that grabs the guard came from the lawn which was shown to be spacious with little cover, meaning the guard should have seen something of Octavius.
  • The second shot of Doctor Octopus's shadow moving across the Hardy Estate is the same as the first just reversed.
  • Peter hears Felicia screaming but apparently does not hear the sound of the hole being opened into her room.
  • According to Peter's wristwatch it is midnight when he is buried under the debris, a little late to start a date at a science exhibit.
  • The FBI would not be immediately involved in a simple kidnapping, especially since they do not know who did it and do not believe Peter's story about a man with tentacles.
  • During his origin when Octavius says he "paid the price" the DVD subtitles spells it as "payed." Paid is the correct usage while "payed" is for the past tense of the nautical meaning of pay.
  • Since Doctor Octopus has only gained two extra pairs of arms he would work three, not four, times as fast.
Octavius Enters Dilapidated Building
  • The intersection next to where Octavius's device exploded has a traffic light in one direction but not the other.
  • The footage of Felicia looking up after hearing Doctor Octopus will not let her and Jameson go is the same after hearing she can hang around only played in reverse.
  • The shot of Doctor Octopus after he captures Spider-Man appears to be on a television screen.
  • Footage of when Spider-Man swings away from The Daily Bugle is reused from "Night of the Lizard".
  • Agent Ford is missing from the first shot of the J3 studio.
  • When Doctor Octopus turns to attack Peter his mouth isn't properly colored.
  • The shot of Doctor Octopus sending his tentacles to attack Peter is the same shot from his fight with Spider-Man.
Rocket Assembly Plant Interior
  • For an abandoned rocket plant, it is in incredibly good shape and there sure is a lot of equipment left behind as well as a fully functional rocket engine ready to fire.
  • Spider-Man could have untied and freed Felicia and Jameson before deactivating the dynamo, as Doctor Octopus would still be immobilized.
  • The shot of Doctor Octopus screaming over his thrown battery is actually him laughing after telling his origin.
  • The shot of Spider-Man leaping out the window to outrun Felicia is actually reused footage of him being thrown out of the warehouse by Doctor Octopus.
  • The shot of Spider-Man burying himself in debris is actually reused footage of him digging himself out during his battle with Doctor Octopus only in reverse.


  • Peter mentions the Black Widow attack on Felicia's party in "The Spider Slayer", where she thought he was a coward who ran off leaving her behind.
  • First mention of Central Park on the series.
  • Peter jokes that he should have gotten a new shirt for his date. He would get a new outfit with shirt starting in the second season.
Anastasia Hardy
  • Anastasia Hardy's first appearance.
  • First appearance by Uncle Ben.
  • First appearance of Peter as a child.
  • Only known appearance of the rocket assembly plant.
Octavius Hardy Grant Lab
  • Only appearance of Otto Octavius without the tentacles.
  • Just as the Hardys play a part in Doctor Octopus's origins, he plays a part in the origin of Black Cat in "The Cat" and "The Black Cat".
J3 Television Studio


Main Actor Role(s)
Christopher Daniel Barnes Peter Parker/Spider-Man
Edward Asner J. Jonah Jameson
Jennifer Hale Felicia Hardy
Rodney Saulsberry Joseph Robertson
Security Guard
Efrem Zimbalist Jr. Otto Octavius/Doctor Octopus
Rue McClanahan Mrs. Hardy
Steven Polinsky Security Chief
FBI Agent
Bob Bergen
Adam Hendershott
Neil Ross
Additional Voices
Hardy Butler

In addition to Doctor Octopus, Efrem Zimbalist Jr. plays the Hardy's butler. At the time of the series, he was also playing butler Alfred Pennyworth on Batman: The Animated Series and is using the same voice.

This is the only episode in which Anastasia Hardy is voiced by Rue McClanahan. She was replaced by Dimitra Arliss and later Nita Talbot.


Octavius Mentors Peter

The backstory that Octavius was a teacher and mentor to Peter is original to the series. In the comics, he has no relationship to Peter before his criminal career began. Additionally, with Felicia's story being so altered, Octavius's relationship to the Hardys is also original.

Doctor Octopus's origins is based on The Amazing Spider-Man #3. In the original comics, Octavius developed the tentacles and his co-workers began using the name Doctor Octopus behind his back as an insult. After the accident, he took the name and began committing crimes. Spider-Man was defeated and almost gave up crime fighting. It was the Fantastic Four, particularly Human Torch, who convinced him to go on and helped him defeat Doctor Octopus.

Doctor Octopus Sends Tentacle

The design of Doctor Octopus is original to the series, likely altered for the purposes of the action figures. In the comics and most other media, he is a short, fat man who often wears a suit or jumpsuit.

While the series never explains it, Doctor Octopus wears sunglasses because the explosion made his eyes more sensitive to light.

In the comics, Octavius is able to remove the tentacles from his body and control them remotely. This was the first time they were permanently fused to his body. The Spider-Man 2 would later retain this change.

The episode was adapted into Spider-Man Adventures #7.

Doctor Octopus Eyes Webbed

Footage from the episode that is used in the opening title includes Spider-Man dodging the tentacles on the boxes, dodging them again on the wall, and shooting webbing on Doctor Octopus's glasses.


Doctor Octopus Crawls Along Pipes

"Amazing Spidey" of Marvel Animation Age claimed that TMS were masters of animating Spider-Man and his villains. He praised the way the action was done with Spider-Man dodged and flipped while Doctor Octopus' tentacles attacked. He claimed this was one of the best animation works for the series and one of the best fight scenes. He loved the way the episode introduced Doctor Octopus for new audiences while also showing the extent of his powers. He liked how Octavius was made into Peter's childhood teacher and mentor. He also praised Efrem Zimbalist Jr.'s work feeling he nailed the character. He liked how Peter wasn't just screwing up but realizing he wasn't strong enough to defeat Doctor Octopus. He claimed that sometimes in the series Peter had some bizarre writing but felt he was just as effective in both personas. "The plot itself greatly added to my enjoyment of the episode. On top of some great animation and fights, the story and characters shined in this episode. Especially Spider-Man's scenes with Robbie and Anastasia Hardy. Although often overlooked, this episode is easily one of the show's best."

The episode has a rating of 8.7 on and 8.1 on the Internet Movie Database.

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