Lady Octopus

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Lady Octopus
Lady Octopus.jpg
Marvel Masterpieces (1996) lithograph of Lady Octopus.
Art by Boris Vallejo.
Publication information
PublisherMarvel Comics
First appearanceAmazing Spider-Man #406 (October 1995)
Created byJ. M. DeMatteis
Angel Medina
In-story information
Alter egoCarolyn Trainor
Team affiliationsSinister Syndicate
Notable aliasesDoctor Octopus II
AbilitiesGenius-level intellect
Wears super-strong and highly-resistant mechanical appendages, impervious to conventional attacks and armed with lasers
Force-field generation via harness

Lady Octopus (real name Carolyn Trainer and also known as Doctor Octopus II) is a supervillainess in Marvel Comics. The character is depicted as a protégée to her predecessor of the name and primarily an enemy to Spider-Man and Scarlet Spider (Ben Reilly).

Publication history[edit]

Lady Octopus' first appearance was in Amazing Spider-Man #406 (October 1995) and was created by J.M. DeMatteis and Angel Medina.

Fictional character biography[edit]

Carolyn Trainer is the daughter of Seward Trainer who was a student of Doctor Octopus. After Doctor Octopus was killed by Kaine during the "Clone Saga," Carolyn replaced the teacher she adored.[1]

She obtained a set of four tentacles identical to Octavius's and made use of a personal force-field that kept anything from hitting her. However, her tentacles could lash out from the shield at any time during its use. She took the "Doctor Octopus" name in honor of her beloved instructor and began a campaign to steal her father's research in merging reality and virtual reality.[2]

When she found her father was being protected by Scarlet Spider, she became jealous of the father-son relationship between him and her father. She tried but failed to blackmail her way into gaining Trainer's data by stealing a serum that could cure a seriously ill Mary Jane Watson, resulting in her being beaten heavily by Spider-Man and revealing she was working for the mysterious Master Programmer.[3][4][5]

Carolyn continued her efforts to merge reality and virtual reality, ending up in a technological gang war against Mr. Tso and his boss Alistair Smythe with the Scarlet Spider in the middle of it. She hired the Looter, Override and Aura, and the Pro to assist her in this, as well as Stunner (Octavius's lover), and eventually succeeded in defeating Smythe and gaining the technology she needed before the Scarlet Spider thwarted her.[6][7][8][9]

The Master Programmer was revealed to be a digitized copy of Doctor Octopus' mind and Carolyn's overall plan had been to allow Master Programmer to exist in the real world, effectively resurrecting the original Doctor Octopus. This thwarted, she attempted to claim her father's then-comatose body and was finally captured by the police.[10]

Later, she was involved in the resurrection of Doctor Octopus. The cult group known as The Hand, working for Rose, dug up Octavius' corpse and brought him back from the dead, albeit with large mental gaps. Carolyn injected him with all the data of the Master Programmer and returned the tentacles to him. She joined him as an assistant and faded into the background.[11]

Carolyn Trainer made a small appearance in "Secret War". She now calls herself Lady Octopus to distinguish her from her mentor. She was given a new suit of armor by Lucia von Bardas and Tinkerer. She and Hobgoblin V were sent to assassinate Captain America, but were defeated. They regrouped to a dock where a small army of Tinkerer's clients where waiting (consisting of Boomerang, Constrictor, Crimson Dynamo IX, Crossfire, Eel II, Goldbug, Grim Reaper, King Cobra, Mentallo, Scorcher, Scorpion, Shocker, Spider-Slayer XIX, Trapster and Wizard).[12] Lady Octopus fought Spider-Man and Captain America when the Fantastic Four join the battle. Just then, Lucia von Bardas activated the devices in the villains' suits linking them together to a giant bomb.[13] After Daisy Johnson deactivated von Bardas, Lady Octopus and the other villains Lucia von Bardas manipulated were all hospitalized with severe injuries.[14]

Lady Octopus has been hired by Walter Declun (a former member of Damage Control) to assist Absorbing Man, Hydro-Man, Killer Shrike, a Mandroid, Porcupine II, and Rock to defend him from Black Panther and the Fantastic Four after they uncovered his plot to destabilize all of Wakanda on Doctor Doom's behalf. Walter Declun also upgraded their technological equipment in order to perform the job.[15]

Lady Octopus was later seen shortly before the Siege of Asgard when she went on a rampage in New York only to be defeated by Mockingbird and Ronin.[16]

During the "Hunted" storyline, Lady Octopus is among the animal-themed superhumans that are captured by Taskmaster and Black Ant for Kraven the Hunter's Great Hunt which is sponsored by Arcade's company Arcade Industries.[17]

Lady Octopus appears as a member of a female incarnation of the Sinister Syndicate. She asks Francine Frye if she is familiar with the concept of macrobiotics. Carolyn then mentioned to Janice Lincoln about the e-mail about the refrigerator where there is dairy products inside where she was planning a organic vegan cheeseburger night on Friday. The Sinister Syndicate begins their mission where they attack the F.E.A.S.T. building that Boomerang is volunteering at.[18] Beetle leads the Sinister Syndicate in attacking Boomerang. It was stated by Boomerang that he was the one who came up with the Sinister Syndicate name. Lady Octopus stated that they dropped the "Sinister" part of the Sinister Syndicate's name. After getting Aunt May to safety, Peter Parker changes into Spider-Man and helps Boomerang fight the Syndicate. The Syndicate starts doing their formation until Spider-Man accidentally sets off Boomerang's gaserang which knocks out Spider-Man enough for the Syndicate to make off with Boomerang.[19] When Beetle returns to the headquarters, Lady Octopus is present when Mayor Wilson Fisk brings the full force of New York City to their headquarters demanding that they surrender Boomerang to him. The Syndicate then assists Spider-Man against Mayor Fisk's forces. After Spider-Man evacuates Boomerang, the Syndicate fights Mayor Fisk's forces while not killing them. The Syndicate is defeated and arrested by the police. Their transport is then attacked by an unknown assailant who frees them.[20]

Powers and abilities[edit]

A demonstration of Lady Octopus's personal force-field.

Lady Octopus has no superhuman abilities. The harness she uses can act as an extension of her own body, and can lift far more than her human body, provided she braces herself appropriately with other tentacles. The reaction time of these "tentacles" is superhumanly fast. The tentacles also enable her to traverse very difficult terrain and cover ground at car-like speeds. The tentacles are also armed with lasers.

Through the tentacles, Lady Octopus seems able to interface with appropriately equipped computer systems and enter virtual-reality interfaces telepathically.

The force field the harness projected over her body was resistant to most traumatic concussive force and conventional weapons attack. The weak point of the force field is around the tentacles themselves, something Scarlet Spider took advantage of with his impact webbing.

Aside from her harness, Lady Octopus was highly learned in the science of robotics, information technology, applied physics, and mechanical engineering.

Other versions[edit]


A version of her in the MC2 alternate future series Spider-Girl returned to supervillainy years after Otto Octavius's death, initially reclaiming the 'Doctor Octopus' title. Intending to create mutate soldiers for the mob, Carolyn Trainer briefly turned John Jameson back into Man-Wolf, before beating Spider-Girl in a pitched battle. Later, she freed crime boss Canis from prison in the hope of uniting to take over the criminal underworld and oppose the Black Tarantula; it turned out she was in fact working for the Tarantula, setting Canis up for a fall. Spider-Girl battled her once again and finally took her down.[volume & issue needed]

In other media[edit]


Lady Octopus appears in the 2010s Spider-Man animated series, voiced by Kari Wahlgren.[21] This version has a Ph.D in electronics and hacked the computers so that she would fake her criminal record and be in a cell next to Doctor Octopus in the Cellar. In the episode "Between an Ock and a Hard Place", Doctor Octopus manipulated Carolyn in her Lady Octopus alias into obtaining some crystals for a modified version of Neuro Cortex to enhance Doc Ock's mind and she gave Spider-Man a hard time with her Octobots. After Spider-Man webbed her down in a seafood restaurant next to a hardware store, Lady Octopus caught up to Spider-Man where she heard that Doctor Octopus used her and goes on the attack. With Miles Morales, Gwen Stacy, and Anya Corazon starting to fight back mentally, Spider-Man works with Lady Octopus to fight Doctor Octopus physically. With the resulting fight placing Doctor Octopus in a coma, Spider-Man admits that Lady Octopus made a terrible supervillain as the police start to arrive at Horizon High. After being told by Spider-Man not to blow her second chance like Doctor Octopus did, Carolyn discards her tentacle harness and takes her leave.

Video games[edit]

  • Lady Octopus appears in a teaser image for Season Two of Marvel: Avengers Alliance where it parodies the cover of X-Men #141 (the opening issue of the Days of Future Past storyline).[22] In Chapter 9 as part of the fifth mission, Lady Octopus is found dead alongside Armless Tiger Man and Shockwave where the three of them end up victims of the Circle of Eight.
  • An exclusive, female Marvel 2099 version of Doctor Octopus appears as a boss character in Spider-Man: Shattered Dimensions, voiced by Tara Strong.[23] Dr. Serena Patel is the head scientist of Alchemax's Shadow Division, which is dedicated to the secretive creation of dangerous super-weapons and twisted experiments. Serena creates a battle suit with six high-tech mechanical arms and gives herself the "Doctor Octopus" title after her idol Dr. Otto Octavius. Patel also uses her genius to create a new Hobgoblin with Alchemax's technology and manipulate the Scorpion (Kron Stone) into helping her. After Hobgoblin and Scorpion are defeated, Doctor Octopus finds a fragment of the Tablet of Order and Chaos and goes mad with power. She then builds a Condensed Matter Reactor powered by the fragment to wreak havoc and take over the world. Discovered by Spider-Man, she attacks him and escapes upon setting off the self-destruct sequence in her lab. Spider-Man escapes the explosion and finds Doctor Octopus at the Reactor. Doctor Octopus unleashes mutated creatures wielding a copy of her tentacles on Spider-Man as he moves about to shut down the 4 reactor cores. After shutting them down, Spider-Man confronts Doctor Octopus in the main reactor. Doctor Octopus is eventually defeated by Spider-Man, claiming the tablet fragment from her. In the credits, Serena is shown with her mask off, raising infant versions of Hobgoblin and Scorpion.


  1. ^ Spider-Man Unlimited #18. Marvel Comics.
  2. ^ Amazing Spider-Man #405. Marvel Comics.
  3. ^ Amazing Spider-Man #406. Marvel Comics.
  4. ^ Spider-Man #62–63. Marvel Comics.
  5. ^ Spectaculer Spider-Man #229. Marvel Comics.
  6. ^ Web of Scarlet Spider #1–2. Marvel Comics.
  7. ^ Amazing Scarlet Spider #1–2. Marvel Comics.
  8. ^ Scarlet Spider #1–2. Marvel Comics.
  9. ^ Spectacular Scarlet Spider #1–2. Marvel Comics.
  10. ^ Spectaculer Spider-Man #232. Marvel Comics.
  11. ^ Amazing Spider-Man #425–428. Marvel Comics.
  12. ^ Secret War #3. Marvel Comics.
  13. ^ Secret War #4. Marvel Comics.
  14. ^ Secret War #5. Marvel Comics.
  15. ^ Black Panther vol. 5 #11. Marvel Comics.
  16. ^ New Avengers #63. Marvel Comics.
  17. ^ Amazing Spider-Man Vol. 5 #17. Marvel Comics.
  18. ^ Amazing Spider-Man Vol. 5 #26. Marvel Comics.
  19. ^ Amazing Spider-Man Vol. 5 #27. Marvel Comics.
  20. ^ Amazing Spider-Man Vol. 5 #28. Marvel Comics.
  21. ^ "Between an Ock and a Hard Place". Spider-Man. Season 2. Episode 28. June 25, 2018. Disney XD.
  22. ^ "Get Set for Avengers Alliance Season 2," Marvel
  23. ^ Spider-Man: Shattered Dimensions Achievements

External links[edit]