In pursuit of academic excellence, the brilliant nuclear scientist Dr. Otto Octavius is exposed to a freak laboratory accident, which grafts a set of highly advanced robotic arms to his back and nervous system. Intense radioactivity causes brain damage and slowly alters his mind, transforming the timid and respected Dr. Octavius into the criminally insane Doctor Octopus. Blaming Spider-Man for his misfortune, Doc Ock uses his bone-crushing titanium tentacles to seek revenge and build a sprawiling empire of crime.