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Top Five Spider-Man/Dr. Octopus Battles

Courtesy of Cheeseburger, who made the suggestion (I just added the Dr. Octopus qualifier) on the Official Top Five Suggestion Thread , here are the Top Five Spider-Man/Dr. Octopus Battles!!


5. Spectacular Spider-Man #78 and 79


This fight took place over two issues, and writer Bill Mantlo really sold us the goods on this showdown, really hyping it up in the story as “The Final Battle.”

The first part mainly shows us Peter preparing for the battle, as he is fully prepared that he might die in the fight, so it shows him getting his affairs in order, catching up with his various supporting cast members.

Then it comes to the battle.


The battle, ably illustrated by Al Milgrom, takes place all over New York City.

In the end, Peter just has too much to live for, and he beats Doc Ock so badly that Otto was scared of Spider-Man for the next four years or so.

This battle would be higher, except it followed on the heels of #75’s battle – just THREE MONTHS EARLIER!!

4. Amazing Spider-Man #3


The first batte between Spider-Man and Doctor Octopus was awesome, mainly because, up until this point, Spider-Man really hadn’t faced any foes who could really challenge him, strength-wise.

So the appearance of a guy who could beat the hell out of Spider-Man was a great addition to the mythos (for at least as long as he was someone we could take seriously).

In this issue, Peter gets beaten by Octopus so badly that he basically gives up, until he hears a pep talk by the Human Torch, and Peter comes up with one of his brilliant plans, and manages to defeat Doctor Octopus, but not before a harrowing fight at a plant.

Lee and Ditko were in fine form here.

3. Spectacular Spider-Man #75


This was a nice, dramatic battle, to highlight the 75th issue of Spectacular Spider-Man.

The set-up? Doctor Octopus and the Owl had been fighting a gangwar the past few issues, and finally, Doctor Octopus is victorious. His prize? The activator for a neutron bomb! The Owl planned to use it to hold New York City hostage. Doctor Octopus wants to use it to, well, USE IT!!!

Yep, he wants to kill all of New York City, and he even has the Kingpin heading for the hills.

So this leads to a fight between Spider-Man and Doctor Octopus, who has also kidnapped Spider-Man’s squeeze at the time, Black Cat, and is beating her up pretty bad, while Spider-Man tries to stop him.

Ultimately, Spider-Man stops Doc Ock by RIPPING HIS ARMS OFF!!!

It is handled well by Al Milgrom, and it really feels like a triumphant moment.

Nice job by writer Bill Mantlo.

2. Amazing Spider-Man #11 and 12


You have to remember, when these issues came out, Doc Ock was still a tough opponent for Spider-Man, so it was awesome to see Spider-Man really having to go all out to defeat a bad guy.

In the first part of the tale, Doctor Octopus is on a crime spree across America, and Spider-Man tracks him to Philadelphia for their fight.

And well, after their first meeting, Doctor Octopus was prepared, so he whips Spider-Man silly, causing Spider-Man to actually be PLEASED to see the fight interrupted while Octopus escapes, because he doesn’t think he can win!


In the next issue, the cocky Octavius shows up to demand a fight with Spider-Man, and a sick Spider-Man shows up, but everyone thinks it is just Peter Parker dressing up to be brave.

Soon, Peter heals, and he has a thrilling fight, executed wonderfully by Steve Ditko, where he uses every tool in the book to finally put Doctor Octopus down.

What a satisfying read.

1. Amazing Spider-Man #31-33


This one is a bit sketchy – as the battle is tops for me not so much for the battle (which isn’t that long), but for how the battle occurs.

Basically, the Master Planner is this mysterious bad guy, who we eventually learn is Doctor Octopus.

However, Spider-Man needs this serum the Master Planner has to save Aunt May’s life. So, in #32, there is this fight that I absolutely love, where Spider-Man just basically goes nuts on Ock, causing Ock, who was ready to fight, to turn tail and run.

Remember, this is still the old school Doctor Octopus. The guy who was a total bad ass.

Yet Spider-Man is so intent on getting Aunt May that serum, that he just cuts loose on Doctor Octopus, causing Otto to beat feet, but not before taking down his underground headquarters around Spider-Man’s head.

This, of course, leads to one of the most awesome Spider-Man issues of all-time, so I’ll admit that I may be a bit biased towards this particular battle.


Well, those are my picks! Agree? Disagree? Let me know!


Amazing Spider-Man Annual #15 by Denny O’Neill and Frank Miller needs to take a spot as soon as you compress the Peter Parker issues into one entry. Those are as much one story as Amazing 31-33 are.

Seeing Dr.Octopus’s arms run through the Bugle’s printing presses in the Annual is priceless.

Three of those covers mention the word “final”–coincidence?

No “Death of Captain Stacy”? For shame!

I can’t disagree with a single entry here, sir. Good show.

Was any consideration given to any of the Spidey/Doc Ock battles from Spider-Man’s various TV shows and movies?

Remember when Doc Ock kicked the Hulks ass. Then a few months later Peter David had the Hulk kick his ass in like a few panels or something. Three words: F*** You Peter David.

Shouldn’t the train scene in the movie get honorable mention. Easily the best Super hero battle captured on film. I dare anyone to name anything better.

No, no, Peter David was right to do that. Erik Larsen’s Hulk/Doc Ock fight betrayed a woeful misunderstanding of the laws of physics, and realistically speaking, Doc Ock should have lost, adamantium arms and all.

moose n squirrel

October 19, 2006 at 8:17 am

Remember when Doc Ock kicked the Hulks ass. Then a few months later Peter David had the Hulk kick his ass in like a few panels or something. Three words: F*** You Peter David.

I have to agree with this, just because Peter David is really damn irritating that way. The man is super-anal when it comes to guarding his pet characters, and super-bitter when it comes to biting back at other writers for stepping on his toes. I can always tell when he’s settling a score, even when I don’t know what the initial “offense” is; the way David inserts this stuff so sloppily into the narrative always takes me out of the story.

And I have no problem with Doc Ock beating up the Hulk in principle. Hulk is a moron; strong as he is, a mad genius with incredible super-strength should have no problem figuring out how to beat the crap out of him.

Thanks for using one of my suggestions!

Good call on the topic, and good call on the match-ups.

Now, if we’re going to just say good Doc Ock stories, then we’d have to include Doc Ock year one and the one BKV wrote about the photographer. Good stories, but not really any good fights.

I think Doc Ock defeated the gray Mr. Fixit hulk, who is not a rocket scientist like Banner but isn’t a moron like the “savage” Hulk, either. Fixit is also very cunning and determined to win at any cost, which sounds like a guy who wouldn’t lose a fight to Octavius easily. But I didn’t read the issue of Amazing Spider-Man in question, either, so I don’t have an opinion on this one.

I remember an issue of Peter David’ Hulk run when the intelligent “merged” Hulk tried on a green skull cap with an attached fin in one panel. It was a pretty funny jab at Larsen’s Savage Dragon, but I took it to be light-hearted, not malicious.

No, no, Peter David was right to do that. Erik Larsen’s Hulk/Doc Ock fight betrayed a woeful misunderstanding of the laws of physics, and realistically speaking, Doc Ock should have lost, adamantium arms and all.

If you disqualify comic book battles for misunderstanding laws of physics, that disqualifies 90% of existing comic stories from consideration. Especially Jack Kirby stories, that guy pretty much invented his own laws of physics each time he picked up a pencil. Besides, Doc Ock shouldn’t be able to operate at all if you follow laws of physics, being that his human legs shouldn’t be able to support the weight of those metal arms or the stress of superhuman battle.

I only get bothered by the rules of physics when the writer himself holds himself up to a higher standard of scientific accuracy like Stuart Moore in Firestorm. He boasted about how great his science research was and made a point of invoking real science in his stories, so it bothered me how screwed up his stuff was science-wise.

James, it was the merged Hulk, the green one that was a combo of Fixit, Banner and Savage.

T —

in that case, the Hulk should have won. You’ve got a fight between two genius scientists, one who can bench press tons, and the other who can’t (and is a bit overweight). :)

I, too, am stunned that ASM v.1 #88-90, the Death of Captain Stacy, didn’t make the list. It’s quitew simply the most brutal, vicious, and smartly choreographed Ock fight I’d seen in years. It also had at least some impact on the Spider-Man story.

I might give honorable mention to the (thematic) follow-up to ASM v.1 #31-3 that provides the final set-piece for the Parallel Lives Graphic Novel.

Also, it’s worth noting that the latter two Ditko stories you mention actually do their best to keep Ock formidable by providing an inconclusive finish to the battle. In ASM v.1 #12, Spider-Man and Ock’s battle ends when a fire breaks out, and Spider-Man is forced to leap away while Ock ends up trapped by falling debris and succumbs to smoke inhalation. In ASM v.1 #31-3, the whole headquarters starts collapsing because of the battle, and this time Ock escapes while Spidey winds up trapped.

It’s an old technique, of course, but it does suggest just how formidable Ditko and Lee wanted Ock to seem where Spidey was concerned. The Green Goblin managed to get away more often than Ock under Ditko, but Ock could stand his ground and equal his enemy.

Yeah, the Green Goblin was never as formidable as Doc Ock early on. Most of Green Goblin’s early appeal was based on the fact his identity was a mystery, not his threat level. Then his appeal was that he was a villain Spidey couldn’t fight all-out because he was a friend’s dad. Then he became notable for killing Gwen Stacy. But as far as threat level goes, he wasn’t all that. If you look at his early battles, he really didn’t have Spidey on the ropes quite often, not like Doc Ock did. Anytime he did well against Spidey, there were always extenuating circumstances: he runs away from GG because he finds out his aunt is sick, he holds back because he finds out GG is his friend’s dad, etc. Anytime Spidey cut loose, he basically PWNED Green Goblin without any problem. What was cool about Doc Ock was that Spidey had no reason to hold back and rarely did, yet he still could barely manage against Ock.

That second cover is a thing of beauty.

That second cover is a thing of beauty.
Yeah, seriously – I’ve never really thought of Milgrom as a striking artist, but that cover is awesome.


I always figured that was a guest-artist for the cover, until I posted it here, and noticed it said Milgrom!

Okay, it’s probably not a top 5 issue, but I do have a particularly soft place in my hear for Amazing Spider-man #131 “My Uncle, My enemy.” It may be the quintessential bronze age Spider-man story.


All you really need to know is “part” of the plot: Doc Ock marries Aunt May to get his hands on a breeder nuclear reactor on a deserted Canadian island she has inherited.

How could you not want to read an issue with that plot?


Pretty good choices. Though as someone said, it’s surprising to see the Death of Captain Stacy is absent from the list.

I’d also include the 4 part Doc Ock story in Amazing Spider-Man #53-56, where Ock moves in and then trashes Aunt May’s home, steals a weapon called the Nullifier, and uses it to brain wash Spidey into believing they’re criminal partners.

One of Stan Lee’s best stories.

Btw Brian, Ock is still a total badass who is taken very seriously.

Venom and Green Goblin have become jokes, with stories like Sins Past, and Brock auctioning his symbiote.


The whole point of Doc Ock beats the Hulk story was to make Doc Ock a credible foe again. He was in a rut and usually treated like a joke at the time despite the fact he’s considered one of the top Spider-man villans. The Adamantium arms wouldn’t work against the Hulk in the real world but that’s not the point.

The Hulk beats Doc Ock story was meant to be a diss towards Larsen epsecially with the super lame “I was holding back” line. Sure it applies real world physics but in the end it just ruins a great villan just to get in a jab towards another writer. That strikes me as kind of petty.

Just to see if I was mistaken, I just re-read the Death of Captain Stacy.

It was as I remembered it, not much of a fight.

Spider-Man comes up with a clever way of taking Doc Ock out, and that clever way ends up with Doc’s arms knocking a chimney over and killing Captain Stacy, which certainly made for a great STORY.

But as a battle, it was fairly mundane.

And Doc Ock is sooo lame nowadays.

Not only is he lame, but there’s that weird desperate sense of “I know you think he’s lame, so watch us try to make him not lame!” going with him.

It’s weird.

All great picks–I thought about what I’d pick before checking these out–and they match up very closely–although I’d have ranked the one with the Black Cat lower than you did.

“And Doc Ock is sooo lame nowadays.
Not only is he lame, but there’s that weird desperate sense of “I know you think he’s lame, so watch us try to make him not lame!” going with him.
It’s weird.”

Thing is you don’t have to try that hard to make him cool. That’s the problem they try too hard. They give him long hair and a matrix outfit and looks like some weird middle age guy hanging out at a rave.

I think a lot of it is something I’ve complained about in the past, which is the whole self-conscious attitude modern writers seem to have towards these characters.

“His name is Doctor Octopus! I can’t play that straight!!”

“And Doc Ock is sooo lame nowadays.”

You’re clueless buddy. Truely clueless.

You’re probably a supporter of Sins Past and this unmasking business too.

“Thing is you don’t have to try that hard to make him cool. That’s the problem they try too hard. ”

Ok, I’d like you to explain to me what’s so lame about his stories in the last few years.

Come on, let’s hear what makes him so lame.

You want to talk about villains who have fallen from their thrones?? I’ve got a list a mile long of why Venom and Green Goblin are pure and utter jokes these days.

Captain Qwert Jr

October 20, 2006 at 7:17 am

Doc Ock Lacks a purpose.

He’s not a convincing world conqueror like Doom, nor a crime boss like the Kingpin. Being insanely fixated on Spidey is not enough.

You’re confusing Ock with the Green Goblin buddy.

Goblin is the one who’s insanely fixated on Spidey, not Ock.

As for lacking a purpose, he has plenty of purpose. He’s a power hungry bastard, who uses, betrays, and kills anyone to get what he wants.

I love the whole traitorous aspect to him. Some people he’s screwed over throughout his criminal career include the 5 others members of the Sinister Six, the Owl, Fusion, Blackie Gaxton, and Hammerhead.

Villains who lack purpose are the likes of the Vulture, Electro and Venom. Especially Venom. God, he is one of the worst written villains of all time.

First, we had a story with Doc Ock being afraid of Spider-Man.

That was totally lame.

His next story was the first Return of the Sinister Six.

That one was okay.

The Revenge of the Sinister Six, though, was the one where they went way overboard with the “Look! Doc Ock is really powerful! Look! Seriously!! Please, take him seriously! Please!!”

That one was not so good (but it wasn’t all together lame).

Then there was his awful appearance in Incredible Hulk.

So lame.

His Lethal Foes of Spider-Man appearances were not handled well.

Not lame, but not great.

His next big storyline had him HELPING Spider-Man, and getting killed for it.

That was totally lame.

His NEXT big storyline was him being revived by the freaking HAND!!

That was totally lame.

His appearances in Byrne’s Amazing Spider-Man made him look like a total dork.

What was he, wearing a kilt?

Then he appeared at the tail end of Jenkins’ Peter Parker:Spider-Man, in a decent storyline where he teams up with Fusion. Nothing wrong with that one.

Then he came back in the beginning of Jenkins’ second Spectacular Spider-Man run, and this is where we got the “Matrix” Doctor Octopus, where he looked like a buffoon.

Soon after that, we got long-hair Octopus, where he looked like a buffoon.

Oh, and there was Doc Ock during the Marvel Knights:Spider-Man run, where he did basically nothing.

Then we got the most recent appearance of Doc Ock in a Spider-Man title, where he found out that Spider-Man was Peter Parker, and proceeds to act like a buffoon.

The Doctor Octopus: Year One mini-series was good, though.

And he was handled well by Fabian Nicieza in Thunderbolts, which was his most recent appearance.

Ah, I see several of your reasons are down to how an artist drew him. Never mind the great story that Countdown was.

The rest of your points are all your own opinion. The ONLY one I’ll agree on is the fear of spider story they did in the mid 80’s. That sucked ass.

The rest of his stories were great. The Sinister Six ones, the Countdown one, the Fusion team up one, Web of Death, Year one, Lethal Foes etc.

All cool stories. And head and shoulders above the tripe some of the other A-Class villains are in, like Venom and Green Goblin.

Darth Krzysztof

October 20, 2006 at 5:29 pm

BKV did a great job with Doc Ock in the Spider-Man / Doctor Octopus: Negative Exposure limited series. While the battles don’t compare to the list here, anyone who thinks that the character is lame should read it.

That being said, Ock getting his pants pulled down in Ultimate Spider-Man was about the funniest thing I’ve ever seen in a comic.

What I don’t get is this implication that I think Green Goblin and Venom have had good stories in the past twenty years or so.

As they mostly haven’t (Goblin has had a couple, I guess).

Vaughan’s Doctor Octopus probably WAS my favorite Doctor Octopus of the past twent years though! Next to Zeb Wells’ Year One Doc Ock, that is.

Honestly, one of my favorite Doc Ock stories is the Web of Death story arc, which I’m pretty sure set the stage for Otto’s untimely demise. I just liked the way his character was portrayed in that one, as someone who wasn’t really evil, and actually had grown to respect Spider-Man as an equal. I think, consciously or not, that Spider-Man 2 drew a lot from that, and that’s a good part of why I liked Ock so much in that film.

No good fights in that story, I’m afraid. And while Ock has become something of a lackluster foe since then, I think he’s had some good stories in there too. He just needs someone to make him menacing again.

Web of Death was more of a psychological story. I loved it. Doc Ock saves Spider-Man from dying so he can have the pleasure of killing him himself.

Gotta love that kind of twisted logic.

I tend to think that most of the Spider-Man foes of the 60s have at least colorable motivations going well back. Electro is a callous opportunist in Ditko’s origin story, a guy who even before getting his powers demands money to rescue a trapped colleague. Sandman, in his very first story, displayed a thuggish inferiority complex, demanding a high school diploma; writers like Roy Tomas and Marv Wolfman would refer back to this as a motive for the villain in the 1970s.

And Ock? He’s what Peter could’ve become: a put-upon nerd given power in an accident who decided that it was his ticket to revenge and extorted dignity. He’s not obsessed with Spider-Man so much as he’s obsessed with proving himself.

As to these “joke” stories, I’m no seeing too many of them in the 1980s. Are we taliking about the story that has him demolishing Iron Man (Marvel Fanfare #22-3)? The one in which he beats Daredevil almost to death and loses only because Heather Glenn, his hostage, stabs him with a shard of glass (Daredevil v.1 #165)? Or the tale in which Reed Richards calls Ock the greatest living expert on radiation when Sue’s life is on the line and just barely stalemates him in battle (Fantastic Four v.1 #267)? And once his “arachnophobia” storyline ended in ASM v.1 #297, Ock got the sort of treatment Claremont gave Magneto up through Uncanny #150, that of the untouchable villain who gives better than he gets and escapes every time.

As to Brian’s argument with gthe Death of Captain Stacy…c;mon! Check ASM v.1 #89 again! A fight in which Spidey and Ock take turns slamming each other into brick chimneys, in which SPider-Man tries desperately to choke Ock out with his own tentacles and fails, and with Gil Kane inked by John Romita, Sr…..and that’s not a gorgeously choreographed fight?

Oh, also, Milgrom’s “Spot” cover for Spectacular Spider-Man v.1 #99 is as close to a Ditko Spider-Man cover as anyone’s gotten since 1965.


October 22, 2006 at 9:36 am

I kinda liked the FANTASTIC FOUR issue (# 267, “A Small Loss”) by Byrne, where a tweaked out OCK, living in a mental ward after his past beat-down by Spider-Man, agrees to help Reed “Mr. Fantastic” Richards to help Susan “Invisible Woman” Storm-Richards deliver her baby.
Reed successfully appeals to the scientist in Otto to help deal with the radiation problem that threatens the lives of Sue and the unborn baby.

But on their way to the Baxter Building, Octavius sees one of those Daily Bugle billboards with that nasty Spider-Man plastered on it, and he totally wiggs out!

THAT was a great Doctor Octopus vs Spider-Man battle, because Spider-Man wasn’t even THERE!
It was all psychological.
Just the SIGHT of his picture on a billbooard makes him go ballistic.

After a long battle with Reed, OCK is brought back to sanity and agrees again to help.

***SPOILER of the ending BELOW***

Sadly, they arrive at the hospital too late to save the baby. Sue miscarried a half-hour before Reed and Otto arrived at the hospital.

Byrne really sold that one!



October 22, 2006 at 9:40 am

I just stumbled across THIS site which gives a nice long history of the Spidey/ OCK relationship (scans a-plenty)!

Part I

Part II


You know I really like Revenge of the Sinister Six. That was sort of the book that got me into comics. That could be nostalgia blinding me but I thought it was good over the top fun.

But then again this is coming from a guy who has a complete run of Team Youngblood.


Doctor Octopus is SOOO much tougher than most writers give him credit for! Look at the list of some of the guys he’s fought and how he did:

1 – vs. Spider-Man…once beat him so bad he nearly quit his career!! Has also beaten him many times, maybe more than any other opponent.

2 – vs. Hulk…gave him one of, maybe THE, worst beating in his life…Banner was in his super, merged form, too!!! With his super-speed and adamantium arms which he had created years ago, Octopus just WAILED on him…those tentacles, by the way, were EACH capable of lifting 25 tons, according to the card series in the 90s!! Octopus also held his own against that same Hulk TWO MORE TIMES…once using a stolen alien cannon to practically blow him through the far wall. Hulk only beat this guy once, and that was because Octopus was still seriously injured from his conflict with Sandman and he didn’t know who the Hulk was at the time.

3 – Iron Man…outthought, outfought and nearly ended Iron Man’s career in a matter of mere seconds…he tore IM’s armor apart like it was tissue paper! Tony went back to the bottle and nearly gave up because of this.

4 – Answer…the Answer, folks!!! Octopus is the ONLY PERSON who has EVER beaten the Answer!!! This underused Spider-Foe can develop any super-powers he needs and is one of the most brilliant strategists on Earth.

5 – Superman…lost to the Silver Age Earth-1 Supes, but still gave him a good fight, hand-to-hand, and with no preparation time!

6 – Sentry…once held his own against him for over an hour…Sentry can beat Superman to death with a single punch and Octopus has given him a good fight at least twice, once where he punched through Sentry’s force field!

7 – Mister Fantastic…held his own once

8 – Nova…once beat him, while he was simultaneously fighting Deathlok, Mr. Fantastic and Hulk

9 – Sinister Six…once stomped all the rest of them with ease

10 – Punisher…beat him nearly to death in a matter of seconds while he was talking on the phone

11 – Human Torch…beat and nearly killed him in less than 3 seconds on Battleworld

12 – Doctor Doom…lost to him but gave him a prolonged fight in Mega Morphs

13 – Venom…knocked him out easily in one of the novels

14 – Pulsar…the cosmic chick whose beaten Green Lantern and Iron Man in the past…knocked her out with a single punch

15 – Molecule Man…nearly killed him but lost only because Doom had just torqued his power up about a thousand times

16 – Black Cat and Owl…beat the Owl easily and put the Black cat in the hospital for weeks

17 – Sandman…beat him easily once, lost to him after a prolonged time once

18 – Matt Murdock…beat him nearly to death

19 – Norman Osborn…held his own against him

20 – The Avengers…once created a giant Mega Morph battle-armor and apparently gave Spider-Man, Hulk, Wolverine, Iron Man and Captain America a good fight

21- Hawkeye…spanked him in the Ultimate Six Saga

Doctor Octopus also created one of the first super-villain teams, the Sinister Six and is its leader. He has also led the Sinister Syndicate, the Masters of Evil and Doctor Doom’s forces in the first Secret War. Not bad for a guy who often gets no respect simply because of his body shape and stupid nickname “Doc Ock”!!

marvin souribio (Philippines)

May 7, 2007 at 11:58 pm

I was amazed to the knowledge of James Dysart plus his punch comments. He’s truly a spidy avid fan!:)

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