Superior Spider-Man

While Otto Octavius is villain known as Doctor Octopus he does heroic things on some occasions as well as becoming the New Spider-Man in the comics and saving New York City at The End of Spider-Man 2

As Doctor Octopus
Otto Octavius was a nuclear scientist who created four mechanical arms to help in his dangerous experiments. When a freak explosion caused his tentacles to be fused to his spine, Otto went insane and began his own wave of crime. Each time he was stopped by Spider-man, making them deadly foes.

His tentacles were made of adamantium, and had the strength to crush materials stronger than a block of cement. They were telescopic and could stretch over 20 feet. The arms could be used for walking, lifting or throwing heavy objects, or climbing. Octavius could telepathically control the arms, even when they were not connected to him.

After his first few defeats at the hands of Spider-man, Doc Ock contacted several other super-enemies of the web-slinger, (Electro, Sandman, Vulture, Mysterio and Kraven the Hunter) to form the Sinister Six, to trap and destroy Spider-man. Even this plan failed however, and Ock and his cohorts were once again imprisoned.

Octavius continued to be a thorn to Spider-Man, and concocted many schemes that often involved taking over the world and/or forming a different version of the Sinister Six. One of these schemes was his taking on the guise of the Master Planner, a mysterious crime lord.

Doc Ock has mostly battled Spider-Man, but has also had run-ins with other heroes such as Daredevil and Iron Man. Ock once even led a version of the Masters of Evil against the Avengers.

In the recent comics, Otto's body has begun to slowly shut down, due to his being a normal human and dealing with years of beatings from Spidey and other superheroes. He now has a special armored suit that keeps him alive. He also added four more mechanical tentacles to his suit and upgraded them to reach longer and be more powerful all around. However, he now knows that he has not much longer to live, and wishes to end his life in a meaningful, if not diabolical way. After bringing together his final Sinister Six (Electro, Sandman, Rhino, Mysterio, and Chameleon), Ock plans to hold the world at ransom by multiplying the effects of global warming via satellites and offering to reverse it completely, eliminating global warming altogether if the world complies to his demands. This event is known as "Ends of the Earth". He also swiched bodies with Peter Parkers which leads to the final showdown with Paker Paker and became the new spiderman

As Spider-Man
After Peter Parker "died", Otto Octavius became the new "Superior" Spider-Man. One of his first actions, after upgrading the spider suit with computerized lenses, was to break into an old base which he had established during his time as Doctor Octopus. The bases's defenses were coded to his original DNA, which he no longer possessed due to the body swap, and identified him as an intruder. It was during this battle that he had an epiphany that no matter how brilliant he had believed himself to be, Peter Parker had always defeated him. Spider-Man had always thwarted Doc Ock. Destroying his creations, Otto left the base and fully embraced his new role as Spider-Man.

The new Spider-Man battled a new Sinister Six (Boomerang, Overdrive, Shocker, Speed Demon, Beetle, and Living Brain). Later he went on a date with Mary Jane, though she noticed changes in him like drinking alcohol. Peter/Otto defeated the new Sinister Six at Horizon Labs in a swifter, but more aggressive manner. When he was preparing to kill Boomerang he was stopped subconsciously by Peter's mind, still alive in his head. Otto gave the villains to the police upon their arrival.

J. Jonah Jameson asked him to help Carlie Cooper with investigate the crimes committed by Vulture's gang. During his journey to Vulture's hideout, Octavius remembered forming the Sinister Six, but was not aware that he enabled Peter to explore his own memories. Octavius confronted Vulture and attempted to bribe him with money to give up crime. Vulture refused the offer from him and had his henchmen attack. Spider-Man discovered the henchmen were children; and recalled his own childhood abuse. Octavius attacked Vulture in a rage until he was subdued. Carlie arrived to find Vulture's brutally injured body, leading to her to become suspicious of Spider-Man's new change of character.

Octavius decided to become more efficient and utilize thousands of Spider-Bots to patrol the city thereby getting to crimes that Peter never could in his life. Meanwhile, Massacre fled from Ravencroft, killing Ashley Kafka and the other doctors in the process. After enrolling at Empire State University to get his doctorate, Otto learned of Massacre's escape and decided to pursue him. After rescuing hostages, Otto decided Massacre was beyond redemption and shot him point blank with a pistol despite pleas from Peter's "ghost".

When The Avengers caught wind of this, they began to worry over their companion, though Wolverine was quick to vouch for him due to the fact that just about everyone was pushed to a situation like that. However, when Octavius brutally attacked Cardiac, who had decided to steal gear used by Octavius previously to save a little girl's life, the Avengers decided to step in. Despite his actions, the Avengers could not find anything wrong with him and instead placed him on probation. Later, a second encounter with Cardiac had the vigilante reveal that he was stealing the equipment, delivering a pang of guilt towards Octavius, realizing what he had done. He quickly changed his tune and helped save the girl's life. As thanks, she gave him a small plushie she was carrying, her old one being replaced with a Spidey one.

However, Octavius' good feelings would go in another direction - the Avengers had missed a strange anomaly that Octavius had spotted and he knew what it was: Peter Parker. Realizing that Parker's memories had allowed a piece of him to survive, he figured it was time for a "Parker-ectomy".

Using a neurolitic scanner Otto attempted to get rid of Peter Parker, Peter attempted to fight back using his right hand which he previously was able to gain control of, before being restrained by the Living Brain. Otto started a mind-wipe, however Peter was able to withstand it, which made Otto decide to confront Peter directly.

While Peter was able to fight against Octopus thanks to the help of his family and friends, Octopus eventually used Peter's fears and doubts which were represented as many of his enemies and attacked Peter's allies. With Peter on the verge of defeat, Otto taunted Peter by saying how everything would soon end and Peter Parker would be no more, after hearing this Peter made a last attempt to fight back, saying he was more than just Peter Parker, before becoming Spider-Man by ripping his face like a mask. Surprised, Otto attempted to run, but was caught and overwhelmed by Peter, however when it looked like the fight had changed its course, Otto became his Spíder-Man alter-ego as well.

Otto and Peter fought until Otto finally got Peter to confess his real intention to stop Otto from saving the girl's life which was that he wanted to stop Otto from obtaining the neurolitic scanner, preventing Otto from finding him. Otto once again started the mind-wipe, leaving Peter to face his demise. After finally completing the mind-wipe Otto said "He's gone. And I? I... am... Free!"

Spider-Man 2
A brilliant nuclear physicist, he is the scientific idol of Peter Parker and the subject of his college paper, and Peter first meets him by means of Harry Osborn, who is funding Octavius through Oscorp. At first, Octavius dismisses Peter until he remembers that Oscorp pays the bills and that Parker is the "brilliant but lazy" Empire States University physics student of colleague Doctor Connors. He regards intelligence as "a gift that should be used to benefit mankind", and attempts to provide an infinite energy source for humanity by generating a protostar via a deuterium-tritium fusion reaction. He initiates and sustains fusion with the aid of four artificially intelligent actuators of his own design, which are impervious to heat and magnetism and connected to his spiral cord and central nervous system with nanowires that feed directly into his cerebellum. In a friendly conversation with Otto and his wife, Peter expresses concern about about the slightest errors in calculation dealing with instabilities of the nuclear reaction that could cause harm to the city of New York, but Doctor Octavius and Rosalie assure him he knows what he is doing. Peter, who just prior to this impressed Octavius with his discussion on sympathetic frequencies, further prides Octavius with his knowledge of Bernoulli's discovery of the curves of quickest descent. He asks him about the girl in his life and says that something as complicated as love should never be kept a secret. Rosalie recalls how Otto and she first met and fell in love: she was trying to teach him poetry while he was trying to teach her science, particularly relativity. Further, she says a relationship is difficult and must be worked. Octavius states that poetry is more difficult than advanced science, and that it is the key to a woman's heart. When the protostar is generated at the exhibition the next day he says that the sun is "in the palm of his hands", but a horrible accident occurs, causing his wife to be killed by shattered pieces of glass and ruining Harry's reputation in funding for Octavius' experiment.

The tentacles are attached to Octavius' nervous system along his spiral cord and he controls them mentally from the outset with a special inhibitor chip. The special inhibitor chip protects his higher brain functions by attaching to his cerebral cortex, created to ensure Octavius retains control over the machines and not vice-versa. The arms are designed with a complex claw system that has two separate mini-claws that allows Ock to pick up objects of different size. Each tentacle has superhuman strength and reflexes and are nearly indestructible (although apparently vulnerable to electrical shocks). Each claw also houses a separate camera, allowing the Doctor to see in any direction. They also can become larger "feet" that allow Doctor Octopus to climb walls and walk on any kind of terrain. While they do not posses a large array of weapons like they do in the Ultimate Spider-Man series, in several scenes Doctor Octopus extends daggers from the clawed tips in an attempt to impale Spider-Man. Also, the metal they are constructed from is not adamantium but from an indescribable type of metal. But when the chip is destroyed in his accident, caused when the "sun" he created becomes unstable, and a large "flare" from it strikes him in the back, fusing the tentacles' attachments to his spine, they are able to manipulate his mind and drive him to rebuild his failed fusion device, no matter the cost. The tentacles' influence, combined with the loss of his wife and his ruined dreams, is what makes Doc Ock evil in the movie, rather than him simply becoming insane due to brain damage from the accident (as in the comics).

Doctor Octopus confronts Spider-Man in the movie when he robs a bank to finance parts for the new fusion device. During the battle, Doc Ock takes Aunt May hostage, and nearly kills her when he callously drops her off a high building. Fortunately, Spider-Man saves her, while Ock makes his escape. Doctor Octopus completes the device, but requires tritium to fuel it, and turns to Harry Osborn to provide it for him. Harry agrees, if Ock will bring him Spider-Man (in the first movie, Harry was led to believe that Spider-Man killed his father, and is obsessed with vengeance in the sequel). Doc Ock tracks down Peter in a cafe, where he is having a romantic meeting with Mary Jane. He accosts Peter, hurling a car through a window of the cafe, and tells Peter to instruct Spider-Man to meet him, or Doc Ock will kill Mary Jane.

Following a long battle aboard a train, Doc Ock delivers Spider-Man to Harry and receives his tritium. He duplicates his fusion experiment, creating another, larger "sun", which also becomes unstable, threatening to either drag Manhattan into it with its powerful gravity and magnetic field, or explode. Having escaped from Harry, Spider-Man arrives on the scene and fights Doc Ock again, he knocks Ock back far enough to reach the fusion plug, giving him an electrical shock that stuns his tentacles for the time being. When Spider-Man unplugs the device, however, the "sun" is not destroyed, but has instead become so large that it is self-sustaining. A conversation with Peter (who voluntarily unmasks himself to try and reach Octavius' 'good' side), seems to free Octavius from the influence of his tentacles, after some mental effort fighting them back, he regains control of his mind, realizes he must stop the fusion reactor by himself, and pulls down its supports so it sinks into the river and is contained. Peter had told him that sometimes one must let go of their dreams for the good of mankind, mirroring Aunt May's prior speech to him. Doctor Octopus sinks down along with the "sun" where he died. His last words were, "I will not die a monster!".