!!'''This page contains ''unmarked spoilers'' for ''The Amazing Spider-Man'' Issue #700, and the story arc as a whole. Administrivia/YouHaveBeenWarned.'''
[[quoteright:270:http://static.tvtropes.org/pmwiki/pub/images/superior_new_costume_8027.jpg]]
[[caption-width-right:270:[[PreAsskickingOneLiner "The die is cast."]]]]

Part of Creator/MarvelComics' MarvelNOW initiative, ''Superior Spider-Man'' is an ongoing ''Franchise/SpiderMan'' series released in January 2013, taking the place of ''Amazing Spider-Man''. After the events of the 700th and final issue of ''Amazing Spider-Man'', [[FreakyFridayFlip Peter Parker and Dr. Octopus have switched bodies]] and Peter dies in the body of Dr Otto Octavius, but not before forcing him to relive Peter's life and force a HeelFaceTurn. Now there is a new Spider-Man in town--smarter, stronger, and ''SUPERIOR''.

The title ended in April of 2014, after which Peter Parker retakes his body and resumes his normal operations [[NothingIsTheSameAnymore to a degree]] in a new ''The Amazing Spider-Man'' title, just in time for ''Film/TheAmazingSpiderMan2'', however, two more issues will be released in July and August, setting the stage for ''ComicBook/SpiderVerse''.

[[folder:Storylines]]
All storylines are written by Dan Slott.
* '''Troubled Mind''' (No. 7-9) - Octavius has a lot of problems on his mind: the Avengers were worried about their friend Spider-Man, Cardiac is on the move again and, oh, yeah, Ghost-Peter is active in his mind. Time to clear his head of those problems.
* '''No Escape''' (No. 11-13 -- with Christos Gage) - Alistaire Smythe, the Spider-Slayer, is set to be executed for the death of Mayor Jameson's wife Marla. However, the madman isn't ready to go just yet and to stop him, Otto'll need to pull some smooth moves.
* '''Run, Goblin, Run''' (No. 15-16) - Phil Urich, the Hobgoblin, is back in town and Otto's actions are set to make him a deadlier foe.
* '''Necessary Evil''' (No. 17-19) - Miguel O'Hara, ComicBook/SpiderMan2099, is sent back into the past to save his timeline. Will Otto's actions save him or will it send the Marvel Universe into a darker path?
* '''Darkest Hours''' (No. 22-25 -- with Christos Gage) - Flash Thompson, Agent Venom, is back in New York. However, no one told Otto that Flash is on the side of the angels, and he sees something even better with the Venom Symbiote. Something... ''superior''.
* '''Goblin Nation''' (No. 26-31, including prelude chapter) - The Green Goblin's army rises to claim New York City as its own. With New York hating Spider-Man for his recent actions, Otto can only watch as everything he's built is torn down. There's only one man who can stop this madness, and he's simply Amazing.
[[/folder]]
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!!Tropes used in ''The Superior Spider-Man'' include:
* AlasPoorVillain: When Otto deletes himself to give Spider-Man his body back. Peter clearly has some pity towards him, even after all that Otto has done.
* AntiClimax: In a sense, Issue #30. A lot of people were hoping that Ghost-Peter would get a rematch against [=SpOck=] to smack the Supervillain out of his body. Ghost-Peter even says that he's ready for round two to Otto's face. So, what does Otto do? He simply gives up and takes Peter to Parker Industries so he can get his body back, all while Otto is erased. What's particularly odd is that previous issues seemed to be building up to a showdown between the characters, but at the least there's still the Goblin King to deal with. However, it's obvious to see that Otto was reaching a VillainousBreakdown of epic proportions by that point.
* AntiHero[=/=]AntiHeroSubstitute: The new Spider-Man is the formerly villainous Doc Ock's mind in Peter Parker's body, who's also not above killing villains, starting with Massacre. To the point that Frank Castle, the Punisher himself, approves. In addition, he's not so much on board with the "Great Power and Great Responsibility" mantra. Part of his reason for being a hero is to do it ''better than the original'' and leave behind a greater legacy.
* AntiVillain: Otto's motives are partially heroic (with great power comes great responsibility) and partially selfish (he wants to make sure everybody knows he's "superior" to Peter). He's also not above beating the tar out of anyone he faces, be they hero or villain.
* ArsonMurderAndJaywalking: Inverted by Norah Winters after Phil Urich tries to hold her hostage:
-->'''Norah''': Urich, you total [[SymbolSwearing *@%$]]! You drink my last beer, make me watch ''[[Film/TheExpendables Expendables 2]]'', and now '''this'''? We are so done!
* AttentionWhore: Otto's goal is to leave behind a legacy, and the steps he's taking aren't half-assed.
* TheAtoner: Otto takes up Peter's mantle as Spider-Man to atone for his deeds as Doctor Octopus but also to prove that he is 'superior' to Peter.
** He views his relationship with Aunt May as this. After marrying her to gain her inheritance long ago, Otto tries to make it up to her by spending more time with her as her nephew than Peter ever did.
** He later erases his own memories so that Peter wouldn't have any distractions, leaving only Peter behind.
* AssholeVictim: The bullies that were picking on Anna Marconi for being a little person. Sure what Otto did was DisproportionateRetribution, but those guys were hardly innocents. Same goes for many of the bad guys that Otto has beaten up or killed.
* TheBadGuyWins
** In Issue #9, Doc Ock battles Spidey inside his mind and defeats him by delivering a stinging WhatTheHellHero by pointing out that the villains he put away earlier came back doing even worse, ending in taking Peter to task to the fact that he nearly allowed a little girl to die just so Octavius couldn't find him in a MomentOfWeakness. In the end, a defeated Peter can only watch in horror as Ock seemingly erases him.
*** In the end, this trope no longer applies, not because Peter defeats Ock, but because Ock gives up after a HeelRealization over what he has done.
** Tiberius Stone got away with everything he had done in Issue #19, including ruining Horizon and killing Spider-Man (temporarily).
* BaitTheDog: Initial stories in the comic make it seem like Otto is willing to change to become a better person. However, later developments in the story indicate that he's a particularly unflinching (and hypocritical) WellIntentionedExtremist that is willing to use methods NotSoDifferent from his stint as a villain.
* BadFuture: Due to ''ComicBook/AgeOfUltron'', ''ComicBook/BattleOfTheAtom'', and the Hulk causing various anomalies, Miguel O'Hara (ComicBook/SpiderMan2099) comes to the past. And gets stuck there.
* BattleButler[=/=]RobotBuddy: The Living Brain, a KillerRobot battled twice by Spider-Man early in his career, reappears as a member of the wannabe Sinister Six. After defeating it, Otto reprograms it to be his assistant.
* BattleInTheCenterOfTheMind: Happens between Otto and the remnants of Peter Parker. Otto is victorious and wipes Peter from his mind.
** Averted in their rematch. Peter is ready for round two, but Otto simply gives up instead of fighting.
* BecomingTheMask: In an attempt to bide his time, Ghost-Peter hides in Otto's memories, living through his enemy's [[AbusiveParents entire]] [[HumiliationConga life]] until he completely forgets that he ''isn't'' Otto Octavius. It continues until the point where Peter-in-Otto died and he received all the memories he gave Otto to do a HeelFaceTurn, at which point Ghost-Peter realizes that he's the genuine article.
* BedTrick: Otto and Anna Maria. Anna Maria had no idea it was not the real Peter Parker. Although she had never met Peter prior and WordOfGod is that it's Otto she fell for.
* BerserkButton
** Bullies, and anything that triggers Otto's memories of being bullied cause him to react with DisproportionateRetribution.
** He also reacts rather violently to being called "low tech" by Miguel O'Hara.
** When the new Carnage remarks that he is "superior" to Cletus Kasady, Otto is livid that he uses that epithet.
** Occurs when Blackout kidnaps Aunt May. Otto rescues her and afterwards proceeds to torture Blackout as a warning to anyone else who would harm his loved ones.
* BigBad: The Goblin King, though he doesn't [[OrcusOnHisThrone get to doing much to SpOck]] until the last arc. Technically, [=SpOck=] himself could be considered this in a way.
* BigBrotherIsWatching: Otto has set up numerous robotic spider drones to patrol the city, allowing him to watch over everything and determine which threats to deal with and which ones to ignore. Also to spy on people, like the CEO who hired Massacre.
** InsecurityCamera: Not that it stops the Goblin King from hacking them to include a "Goblin Protocol" so that anyone with a Goblin tattoo or mask is ignored by Otto's bots.
* BittersweetEnding: Peter gets back his body, reconciles with Spider-Man 2099, the Avengers, Aunt May and Jameson Sr., stops the Green Goblin and saves Anna Marie, but learns that Anna ''did'' love [=SpOck=], J. Jonah Jameson retires as mayor after the Spider-Slayer incident and Carlie and MJ leave New York, tired of being targets for Peter's enemies. Even worse, Liz Allan seems to be working for Norman Osborn to help him establish a new identity, now that his identity as the GreenGoblin is no longer a secret. Still, even after all that's happened, he can't help but feel sorry for poor Doc Ock.
* BreakTheHaughty: Otto does ''not'' take his own failures well. Especially with his loss of the Venom symbiote, which ends with him being interrogated by the Avengers and childishly quitting the team. The entire "Goblin Nation" war in New York finally succeeds in breaking him completely, causing him to commit HeroicSuicide so Peter can fix his mistakes, since he knows he's not able to fix them himself.
* BrokeYourArmPunchingOutCthulhu: Otto successfully erases Ghost-Peter from his mind... but that has the unfortunate effect of erasing all the memories of Peter Parker, which was the main way he managed to pass as Peter in first place, making his job as a vigilante [[NiceJobBreakingItHero much harder than it was]].
* BrokenPedestal:
** Once Otto sees Vulture -- his old friend -- using children to do his dirty work [[BerserkButton he flips out]] and realizes how bad a person the Vulture really is.
** The Avengers started to see Peter as this, following his executing of Massacre - Wolverine makes the point that all of them have done something similar at one point or another. Once he brutally beats Jester & Screwball into a bloody mess, however, Wolverine agrees that the Avengers need to deal with him.
** Kaine sees Peter as this as well.
** Add MJ and Max Modell to that list too.
** And now, we add Black Cat and J. Jonah Jameson into the mix.
** And Flash Thompson and Spider-Man 2099 as well. It's pretty safe to say that Otto has been on one ''hell'' of a bridge-burning spree.
*** In the end, some of those are rebuilt, but not all - Captain America's still suspicious of Spidey's attitude and when Spidey drops in on Iceman and Firestar, Iceman's still sore over the incident with Wolverine early in the event.
* TheBusCameBack: Stunner, Otto's former accomplice and girlfriend, finally comes out of her ConvenientComa.
* ChangedMyMindKid: Even though Peter technically never quit the Avengers (though "Peter" did), Peter races in to aid the Avengers in taking back New York, Captain America points out that he quit. Peter's response? "I did? Like I would ever do that. You know what they say: 'Once an Avenger...'"
* ChekhovsGun:
** Stunner's virtual reality equipment which is used by Otto to blackmail his colleague into revoking the plagiarism claims of his work.
** Peter giving Octavius his memories back in ''Amazing'' #700. It ends up being what brings Peter back in full.
* ChekhovsGunman: Mason Banks, who mostly appears in the background with Liz Allan, is revealed to be Norman Osborn in disguise.
* TheChessmaster: The Goblin King spends most of the series quietly amassing an army of the thugs and henchmen that Otto lets slip through the cracks, before finally declaring war in the final arc.
* ComesGreatResponsibility: Early on, Otto takes this idea up from Peter. This is later subverted as he takes more extreme stances on crime along with a NeverMyFault mentality. It takes the Goblin King to take everything from him to get him to realize why Peter went this way.
* CoversAlwaysLie: With the cover to Issue #20, you would think that Black Cat would play a significant role in the story and have a small romance with Otto. Instead, he just punches her in the face after meeting her, webs her up, and leaves her confused, bitter, and really pissed off, for the cops.
* CrazyEnoughToWork: When Spidey attempts to reconcile with Miguel during the finale, he uses the whole "Doc Ock hijacked my body" spiel. Miguel points out that it's so stupid that it has to be true and buddies up with him.
* CrazyPrepared:
** The Kingpin has a BodyDouble whose only purpose is to sit around until he needs to fake his own death by killing the double and leaving the body to be found by the authorities. Furthermore, his double had his code genetically altered to match Kingpin's exactly, in order to convince everyone that the body really ''is'' him.
** Otto is this in regards to fighting Spider-Man's enemies. When preparing to fight Carnage, he equips his Spiderlings with sonic emitters, and arms himself with a wrist-mounted flamethrower to kill Agent Venom.
* CreepyChild: Normie Osborn, especially in the finale.
* DamselInDistress: Anna Maria in #28.
* DarkerAndEdgier: The new Spider-Man is a dangerous and self-serious AntiHero, a far cry from the fun and quippy original. Then Spider-Man executes Massacre and the Spider-Slayer, after he beats Boomerang, Screwball, and Jester to near death.
* DeaderThanDead: Ghost-Peter, once Otto erases him.
** NotQuiteDead: Thanks to Otto focusing too hard on Peter's memories in issue #19, it's shown that Ghost-Peter has dug out of the rubble from issue #9.
* DeadpanSnarker:
** Ghost-Peter, because even in death you can't keep a good guy down.
** Otto occasionally also falls into it, though it's not the same kind of sarcasm as Peter's quipping.
* DeathBySecretIdentity: Alistair Smythe was already dying, but Otto still revealed his identity to him.
* DemotedToExtra: Mary Jane, one of the most prominent characters in Spider-Man's entire mythos, is given a backseat in most of the action and is barely involved in any of the plots, to the point where she largely interacts with Peter via phone messages, and one of her biggest story arcs revolved around whether or not she listened to a message on her cell. Many other established supporting characters in Spider-Man's world have also been shuffled offstage.
* DirtyOldMan: Otto initially comes off as this, leering at MJ's cleavage during a dinner date.
* DisproportionateRetribution: Otto's beatings are ''excessive''.
* DoIReallySoundLikeThat: Otto has this reaction when he hears a recording of his former self.
-->'''Otto''': Is that really how I sound? Like an underwater walrus.
* DoNotAdjustYourSet: Otto hacks all the displays in New York to tell the citizens to be on the lookout for Phil Urich, the man behind the Hobgoblin costume. He even shows pictures of the two to make sure.
* DramaticIrony: Otto himself was crippled due to the constant beatings he sustained at Peter's hands. [[{{Hypocrite}} Now he's delivering even more brutal beatings and doing the same to other villains.]]
** Also, Stunner trying to kill Spider-Man for killing her beloved Otto... do we really need to say it?
** ''Superior Spider-Man Team-Up'' #7 has [=SpOck=] trying to talk Sandman out of going berserk, only for Sandman to reveal that he'd used to believe in Spider-Man... but that Doctor Octopus was right all along.
* EasilyForgiven: Many of Peter's friends do end up forgiving him for his asshole-ish actions, though it's shown that Mary Jane and Carlie are utterly tired of being in the crossfire of Peter's enemies and decide they don't want to be there anymore and leave.
* EarnYourHappyEnding: Otto Octavius erases his own mind and relinquishes control of his body back to Peter, memories intact, just in time for ''Film/TheAmazingSpiderman2''.
* [[EvenEvilHasStandards Even Semi-Reformed Evil Has Standards]]: Ock Spidey draws the line at harming small children, and is appalled at the Vulture putting them into battle.
* EvenEvilHasLovedOnes: Phil Urich was prepared to kill everyone in the Daily Bugle with his deadly [[BrownNote sonic laugh]]. He stopped when he realised he was also hurting his uncle Ben (Leaving him open to Otto's counterattack).
* EvilCounterpart: The title character serves as this to [[ComicBook/ScarletSpider Kaine]], Peter's [[IAmAMonster self-described]] [[EvilTwin evil clone]], especially as shown in their "Sibling Rivalry" BatFamilyCrossover. Kaine is legitimately trying to help on his own, distinctly separate from the many heroes in [[CityOfAdventure New York]], and does use lethal force on occasion for deliberately benevolent reasons, denying being a hero the whole way through even as he works as TheAtoner. Otto instead uses lethal force as a simple means to an end instead of an unfortunate consequence, and aims [[AttentionWhore to make a legacy]] instead of help out. Kaine even points out how much of a BrokenPedestal he is in the crossover.
-->'''Kaine:''' [[ImNotAHeroIm I'm no hero.]] [[IAmAMonster I know what I am now...]] but you... you are a [[TheHeart hero]]. [[WhatTheHellHero Act like it.]]
* EvilGloating: Superior Spider-Man doesn't do the jokes and quips so much as the original. He tends to ramble about how brilliant he is, and how he's outthought whichever foe he's up against. It's still the trope, just being used by kinda-sorta-reformed-evil.
* EvilLaugh: Ock!Peter still laughs like a MadScientist. It scares even the Kingpin.
* EvilTastesGood: [[AvertedTrope Averted]]. The symbiote Venom notes that Peter's taste is horrible compared to before because of Otto and quickly tries to go back to Flash.
* EvilVersusEvil: As Otto slides more and more into his old habits, ways, and viewpoints, the comic quickly descends into this, making him only slightly better than the villains he fights.
* ExactWords: Ock!Spider-Man asks J. Jonah Jameson to be ''extremely explicit'' when he tells the hero that he wants to make sure the Spider Slayer dies. He records it to blackmail Jameson into giving him the Raft as a superhero base.
* EyeScream: Otto ended up shattering a spotlight into Vulture's eyes, blinding him, and then mini-Spider-Slayer bots burrowed into them.
** Though the latter was to ''restore'' the damage caused by the former.
** Massacre gouges out one of Dr. Kafka's eyes to trick the recognition system.
* FailureHero: For all of Otto's boasting that he was the "Superior" Spider-Man, the series was a case study as to why an arrogant man like him will never be superior to Peter Parker - blackmail, murder, spying, attacking and alienating his friends and family, recklessly using his powers and smarts for personal gain all came back to bite him in the rear come the end, ultimately leaving Otto to give up and die peacefully, giving Peter back his body and memories.
** HeroWithAnFInGood: Again, ''look at the above list of his misguided actions''.
* FakingTheDead: Wilson Fisk had a body double solely for this purpose.
** Roderick Kingsley sends a brainwashed minion to fight the Green Goblin to die in his place and, having been assumed dead, escapes to Paris.
* FreakyFridayFlip: The entire story comes out of one between Doc Ock and Peter, where Peter died in Ock's body. Alistair Smythe, the Spider-Slayer, also tried, but Otto had prevented it the same way he did it when Peter tried in Amazing 700.
* FromBadToWorse: It starts out as bad when Otto tries to get rid of Peter once and for all, and he stoops lower and lower from there. And things start going bad for ''him'' once the Avengers start trailing him and the Goblin King makes his move.
* GadgeteerGenius: Pretty much every issue shows how Ock uses technology to make crime-fighting easier. In particular, his Spider-Bots, which monitor the city for him, and allow him to catch crime he would normally be unaware of.
* GenreSavvy: Otto during his second fight with Cardiac.
-->'''Otto''': You don't get it, do you? This is the rematch, and Spider-Man '''always''' wins the rematch.
* GhostMemory: As a result of Peter's last attempt to get his body back. Also doubles as a SoulFragment.
* GogglesDoSomethingUnusual: The lenses in the new Spider-Man mask provide StatOVision, NightVisionGoggles, and so on.
* GoodFeelsGood: Otto after successfully performing brain surgery on a young girl who was affected by his global warming scheme and receiving her stuffed doll as a thank you.
-->I have never received a token like this. Never had this kind of victory. Being a hero? This... suits me. I've finally found it, haven't I? The greatness I was ''born'' for.
* GrandFinale: After building up over the entire run, "Goblin Nation" serves as this for the whole series.
* GrandTheftMe: You know who.
** Alistair Smythe tries the same trick. It doesn't work.
* HeelRealization: Otto realizes that the ''real'' Spider-Man was the superior one all along when the Goblin King brings everything down around him. Thus he sacrifices himself to give Peter his body back so that Spider-Man can do what Otto failed to do; protect Anna and stop bad guys the ''right'' way.
* HeroAntagonist: Ghost!Peter trying to reclaim his body from the VillainProtagonist. He succeeds, with [[HeelRealization some]] [[HeroicSuicide help]].
* HeroicBSOD: In issue #28, Otto watches as the Goblin Army tears apart Spider-Island. All he can do in response is to say "I don't know" when his Spiderlings ask him what to do.
* HeroicSacrifice:
** Spider-Man 2099 attempts one, deciding that a future without Alchemax is more important than his own existence. Doesn't work, however, once he realizes this could have a negative impact on his loved ones or even lead to a worse future.
** Don Lamaze throws himself between Octavius and his hacked waldoes, getting speared by them. And he ends up dying, believing that the Spidey he's looking at is the real hero.
** Otto's ultimate fate. See HeroicSuicide.
* HeroicSuicide: Eventually Otto decides to just erase himself so that Peter isn't distracted while dealing with the Goblin King, killing himself since he admits that Peter Parker is the ''actual'' Superior Spider-Man.
* HeroWithBadPublicity: Actually inverted; despite being a total douchebag at times, Otto's actually won over ''most'' of the police (minus Carlie Cooper and J. Jonah Jameson after Issue #13), especially after he killed Massacre. This goes so far that just about all the cops are willing to lie about him killing Massacre to Captain Watanabe in order to avoid him getting in trouble.
** Of course things change as the series goes on due to his later actions, culminating to the people watching the Venom-possessed Otto fighting CaptainAmerica and finally speaking their mind how "big brother" is finally getting annoying.
* HesBack: Thanks to the Venom symbiote, Ghost-Peter comes roaring back. This time, though, he's playing it safe, and keeping a low profile while he plots to fully resume control unless Ock decides to completely and utterly screw up. Eventually comes back for good when Otto gets pushed into a corner and decides to just give Peter his body back.
* HoistByHisOwnPetard:
** Otto is able to blackmail Jonah into giving him the Raft by recording his ExactWords in killing Smythe.
** Otto is subject to many of these himself. According to Dan Slott, the main reason Otto's plans always failed wasn't because they were ones that Parker would have come up with, but Octavius. The events of this series really hammer that point home.
*** In Issue #19 his deletion of Peter's memories ends up leaving him unable to stop the destruction of Horizon, and by trying to surpass Peter he ended up caught in the blast. It would have been a permanent death, if not for Max Modell. In addition, his desperate attempt to remember something in Peter's past [[HesBack allowed Peter to reemerge from deep within Otto's subconscious]].
*** In Issue #25 We find out that Ock had erased the files over Spider-Man's diagnostics way back in issue #7... except for the security camera installed by ''Iron Man'', who was ProperlyParanoid thanks to ''ComicBook/SecretInvasion''.
*** Issue #28, we find out that the police are looking for Carlie and Peter's the prime suspect in her disappearance since he was the last one to be really seen with her.
** How is the Goblin King finally defeated? Spidey pulling off his mask, defeating the "Goblin Protocol" that allowed him to evade detection.
* HoldingBackThePhlebotinum: One of the reasons this storyline lasted as long as it did, beyond the complained usage of IdiotBall, is the fact that the storyline happened during a time where a number of big-name heroes and characters who would have blown the lid off of this almost immediately are taken out of the picture through their own storylines, such as ''ComicBook/AvengersVsXMen'', the then-current run of ''ComicBook/FantasticFour'' and the ''ComicBook/IronMan'' storyline "The Secret Origin of Tony Stark". A conversation with the Human Torch in the rebooted ''Amazing Spider-Man'' comic confirms this.
* {{Hypocrite}}[=/=]HypocriticalHumor: Hypocrisy, thy name is Otto Octavius.
** At the start of Issue #1, Otto swears to become a hero and leave his past behind. A couple of pages later, he gets quite angry at the "unmitigated gall" of a bunch of C-List villains using the name of "his" old group, the Sinister Six.
** Otto constantly brags how he's a Superior Spider-Man to Peter. He's also the guy who called the X-Men arrogant for using ''superior'' in ''homo superior''.
** Throughout the ''Ends Of The Earth'', Otto bemoans the fact that he's been effectively crippled by Spider-Man, even though this was because he'd been breaking the law and running into Spidey so many times instead of receiving a NoHoldsBarredBeatdown like he claimed. What does he do when he becomes Spider-Man? Deliver excessive beatings to ''all'' criminals.
** One of his major arguments against Peter is that he's too selfish to be Spider-Man. Yes, this is coming from the egomaniac that's trying to AttentionWhore his way to fame.
** In ''Avenging Spider-Man'' he scoffs at [[AntMan Scott Lang's]] past in thievery as if he hasn't done anything as petty. In another issue, his monologue concerning the Hobgoblin is about how the villain's smugness and thoughts of being better then everyone else grates on him.
** In Issue #11 he actually cuts himself off from doing this while going on a rant about how the Spider-Slayer couldn't be a changed man since he was a lifelong criminal and murderer... which he was up until he bodyjacked the original Spider-Man. It's for this reason, in the "Sibling Rivalry" arc, his criticism of Kaine falls short considering they've pretty much done some of the same things. He's just mad because he was killed by Kaine.
** In the "Sibling Rivalry" [[BatFamilyCrossover crossover between]] ''Superior Spider-Man Team-Up'' & ''ComicBook/ScarletSpider'', Otto complains about Kaine "stealing [his] life". Obviously, he's not really in any position to complain about people doing that.
*** Similarly, during the ''Comicbook/{{Infinity}}'' tie-in to ''Mighty Avengers'', Otto ''[[BerserkButton freaks the hell out]]'' when he sees Ronin (known at the time as "Spider Hero") wearing a knock-off Spider-Man costume. He has the gall to get indignant at another hero "ripping him off" despite, y'know, ''having killed Peter and stolen his life''.
* {{Hatedom}}: A particularly strong one just for its basic concept.
* IdiotBall: A common complaint is that most of Peter's friends, family, and allies have become total idiots in order to keep from derailing the plot. Some people were actually relieved when Carlie actually found evidence that Otto is pretending to be Spider-Man until she gets kidnapped.
** This is especially bad when you realize that Mary Jane was able to spot a fake Peter within two pages during [[http://towritecomicsonherarms.tumblr.com/post/81726621071/thats-not-who-you-think-it-is-unless-youre Kraven's Last Hunt]]. Though to be fair, Otto has (or had) Peter's memories, which helps him keep up the facade.
* IgnoredEpiphany: In spite of his intelligence, Otto doesn't seem to learn from his mistakes.
** After the Superior Six debacle, Ock is on the verge of quitting and surrendering to the Avengers. [[NiceJobBreakingItHero Then, Namor decides to give him a pep talk in his own arrogant way]]. Ock knocks him on his ass and swings away as thanks, once more full of himself.
** It also seems this way concerning what memories Otto decided to save: Ghost-Peter realizes that many of them are memories that defined who he is, but Otto obviously doesn't make any connections, as evident when he decides the memory of Gwen Stacy's death would just merit "further study".
* IHatePastMe: After being threatened by a pre-recorded tape of himself in one of his old bases, Otto quickly decides his past self was a joke, constantly self-sabotaged by pointless vanity.
* IKnowYoureInThereSomewhereFight: Wraith and Sajani vs. Monster who is Carlie Cooper after having been given a dose of Goblin formula unwillingly.
* IllNeverTellYouWhatImTellingYou: Superior Spider-Man, in a fight with the Spider Slayer, "lets slip" that his Spider-bots are powered by the Raft's power grid. The whole thing was a ruse to trick the Spider Slayer into going for that.
* IncestSubtext: Played with at first and then dropped with Otto's relationship with Aunt May while in the body of her nephew. Otto spends a lot more time with her than Peter used to and Ghost Peter is weirded out by the implications. The annual clarified that Otto's actions were a result of him trying to A.) make up for taking advantage of her with his inheritance scheme and B.) rectifying Peter's past behavior in never spending any time with his family as opposed to any romantic intentions.
* InnocentBigot[=/=]RacistGrandma: Aunt May, upon discovering that Anna-Maria is a little person, expresses her concern over potential grandchildren being like her.
* InsistentTerminology: The Green Goblin is referred to here as the Goblin ''King''.
* InternalReveal: Several times in the series, with people finding out what's wrong with Spider-Man. Finally, most of Spidey's friends and allies are told the situation in the finale.
* IronicEcho: "I will be... free!" The first time it's said is by Otto after seemingly erasing Peter's memories. The second time, Peter says it, when he returns during the Superior Venom arc.
* {{Irony}}:
** What is the first thing that destroys everything Otto has worked for? "Stealing" his own work for his doctorate thesis, putting himself, his step-uncle and co-worker in the mercy of the bank. This gets resolved with a bit of technological trickery.
** The Venom symbiote jumps at the chance to rebond to its original host, but is disgusted by "Peter's" new psyche and attempt to return to Flash, only for Otto to force it to stay bonded to him.
** In Issue #27, Goblin Knight (recently the previous Hobgoblin) mentions that the storming of Spider-Island is just like his storming of Shadowland... except it's Otto's turn to see how it feels to have everything come crashing down.
** The thing that forces Otto to [[HeroicSuicide return Peter and get erased himself?]] Being forced to save the same child that he blamed Peter in trying to kill.
** On more then one occasion Otto referred to his former self as "Spider-Man's greatest enemy." In the end, it took Spidey's ''true'' greatest enemy, the Goblin, to destroy everything Otto worked for.
** In the early days of Spider-Man's career, Jameson would often accuse him of being "in cahoots" with the villains he fought. When [=SpOck=] follows his taking down of the Shadowland by declaring on live television that he had Jameson's backing, Jameson bemoans the fact that (Due to [=SpOck=] blackmailing him) they're "in cahoots".
** When [=SpOck=] bursts into the Daily Bugle to apprehend Phil Urich, Robbie Robertson demands proof that he's the Hobgoblin.
-->'''[=SpOck=]''': Unbelievable. The Daily Bugle is asking '''me''' to prove someone's a menace. You do see the irony here, don't you?
* ItsNotYouItsMyEnemies: Otto ends up breaking up with [=MJ=] after she got captured by some of Vulture's goons realizing that she'd never be safe. Even Peter is impressed that he had the guts to finally break it off.
* {{Jerkass}}: Otto. Good '''God''', Otto. [[DeconstructedTrope It's bad enough that he drives away almost everyone that Peter loves or is friends with.]]
* JustBetweenYouAndMe: Just before Alistair Smythe dies, Otto reveals his true identity to him.
* HopeSpot: From the first issue we find out that Peter is still around as a 'ghost' and that he is trying to find a way back. Otto discovers this in #9 and erases him.
* KarmaHoudini: Doctor Octopus in some ways. Yes, he did return control of Peter's body back to him. But never was he called out on his selfish actions or the fact that he stole Peter's life and tried to murder him twice without remorse. Peter even thinks that it was "wrong" for him to come back simply because Anna loved Otto, despite the fact that it his own life and his own body.
* JumpingOffTheSlipperySlope: J. Jonah Jameson finally loses it and constructs an army of Spider-Slayers to kill Spidey.
* KickTheDog: Otto [[NoHoldsBarredBeatdown beating Peter to a bloody pulp]] and afterwards erasing him from his mind in Issue #9.
* KickTheSonOfABitch: Otto's execution of Massacre.
* KickThemWhileTheyAreDown: Otto has no trouble murdering criminals after they've been defeated, disarmed, and unable to defend themselves.
* KnightTemplar: He thinks '''anything''' he does is ''superior'' to the rest of the Hero Community (especially to Peter), from blackmailing to outright murder, going by crippling, and that he can't ever be wrong because he is a [[InsufferableGenius genius]].
-->'''Ock:''' ''(after [[LaserGuidedKarma being accused of plagiarism]] by Dr. Lamaze and planning his revenge)'' Just think of all the ''good'' I've done! Why should ''that'' suffer? [[NeverMyFault All because Lamaze wants to meddle in my affairs!]] ''He's'' at fault here! And dealing with him? Why that's for the [[MightMakesRight common good]]! '''Yes!''' I'd definitely be in the right!
* TheLancer: Ghost-Peter is an odd variation of one seeing as how Otto can't see him but he's there most of the time snarking at him. Until Octo erases him.
* LateArrivalSpoiler: The concept of the comic spoils the end of the ''Amazing'' run.
* LetsYouAndHimFight[=/=]FriendOrFoe: Otto's attitude puts him into conflict with a lot of the superheroes Peter was good friends with or who admired him, including the Avengers, Spider-Man 2099, and Agent Venom.
* LoveCannotOvercome: Ultimately, even after finding out about the whole FreakyFridayFlip situation with Peter, Carlie Cooper and Mary Jane Watson both leave New York City in the wake of the Goblin Nation, realizing that being one of Peter's love interests is just too dangerous.
* LoveTriangle: A really confusing one Mary Jane still loves Peter and dated "Peter". Ghost-Peter still loves Mary Jane, and is pretty pissed about Otto dating her in his place. Otto has feelings for [=MJ=] due to having Peter's memories and reliving parts of his life, but broke up with her since he didn't want her to get hurt. Seeing as Ghost-Peter gets wiped and Otto is avoiding her, it's resolved by [=MJ=] getting fed up and finding a new boyfriend named Ollie. It's reinforced in the finale when Peter returns, it's implied that Mary Jane figured it out, doesn't care and wants to get out of town before another nut case comes after him.
* TheMafia: Goblin King is setting one up to deal with Superior Spider-Man. As of Issue #14 he controls over 52% of all crime.
* TheManBehindTheMan: Issue 31 reveals that under the alias of "Mason Banks", which Liz Allan knew to be a front, Norman Osborn funded the creation of Alchemax-616 in order to leave a legacy for his grandson, Normie, with Liz Allan approving of his involvement.
* MegaCorp: [[Franchise/{{Marvel 2099}} Alchemax]] is outright called one upon its assembly in Earth 616.
* MomentKiller: Otto's romance with Anna Marconi is interrupted when his henchman inform him about Flash Thompson, forcing him to leave before it got hotter.
* MomentOfWeakness:
** Ghost-Peter endangered a child to protect himself. Being called out on it is a major reason Ghost-Peter loses their BattleInTheCenterOfTheMind.
** Ironically, that very same child that Peter endangered is the same one who convinces Otto that he is ''not'' Spider-Man, when Ghost-Peter forces him to save her rather than keep searching for Anna Maria.
* MoralityChain: Ghost-Peter is ''really'' trying to be this, forcing Otto to pull a HeelFaceTurn before he died, and preventing him from killing Boomerang. Unfortunately he isn't very successful at keeping Otto from killing Massacre and eventually gets erased himself.
* MoralityPet: Anna-Maria functions as this for Otto. It's his love for her, and his inability to save her, that causes Otto erase himself and give his body back to Peter.
* MorallyAmbiguousDoctorate: As of ''Superior Spider-Man #21'', Dr. Peter Parker is in the house.
* MoodWhiplash: Happens from time to time, but Issue #6 really sums it up. "Oh hey, Jester and Screwball are playing pranks on [=JJJ=]! That's pretty funny! Oh, and they're doing it to Spock too! That's hilar--oh wait, now he's beating them to death."
** Issue #10 has it shifting between Otto on a date with Anna Marconi and MJ caught in a fire, waiting for him to save her.
* {{Mooks}}: Otto turns the Raft into a base and gathers an army of Mooks at the end of Issue #13. They help him take down the Shadowland.
* MookCarryover: After Otto starts killing members of his RoguesGallery, their surviving mooks seek employment and protection from the Goblin King.
* MultiArmedAndDangerous: Otto tacks four Ock-esque spider arms onto his back in #15.
* MultiLayerFacade[=/=]SecretIdentityIdentity: Otto really is start to get confused about who he is, one minute he's referring to himself as Doctor Octopus and moments later as Peter Parker.
** The same thing happens to Peter as he relives Otto's memories. By the end of it, he's convinced that he ''is'' Otto.
* MyGodWhatHaveIDone: Otto's reaction after seeing a young girl whose brain damage worsened after his global warming scheme.
** Gets another one after his "Superior Six" plot spectacularly collapses.
* MythologyGag:
** In the weirdest of places. As Ghost-Peter is getting mind wiped, his attempt to remember his name comes out as "Peter... Palmer?", a name Creator/StanLee's narration mistakenly called him a few times during the superhero's early days.
** In the final issue, a panel has a slightly altered version of the iconic panel in which Mary Jane first appeared.
* NiceJobBreakingItHero:
** So, Spidey and his army has liberated the Shadowland from the hands of Wilson Fisk and the Hand and forced Fisk to flee. That's good and all. Too bad the Goblin King has decided ''he'' was going to take over, swooping up the remaining members of the Hand from that area and rebranding himself the Goblin Kingpin of Crime.
** Nice job knocking out Spider-Man 2099, the only guy who could save Horizon after you deleted Peter's memories.
** ''Nice job using your old tech as Peter Parker, Ock.'' Now you got everyone thinking he's a fraud, a thief and worse!
** As a whole, the "Goblin Nation" arc seems to be reaching this conclusion - Otto's actions end up making things much worse in the long run instead of better. He finally realizes this, and commits HeroicSuicide to let Peter fix what he can't.
** Ghost-Peter runs into this. Having lost most of his memories after Otto tried to purge him from his consciousness, he hides within Otto's own memories in order to wait until the opportune moment to strike to take his body back. He ends up becoming so lost in the memories that he starts thinking that ''he's'' Otto. Then, the trope is inverted when he reaches Otto's last memory, when Peter Parker/Doctor Octopus forced his memories onto Otto Octavius/Spider-Man's mind, which causes Peter to snap out of it and get all of his memories back, giving him the strength to confront Otto.
* NiceJobFixingItVillain: Hard to track, but the Goblin King technically leads to the redemption of Spider-Man, since his breaking of Otto leads him to give the reins of the body back to Peter, giving back the one thing that he believes can stop the Goblin Nation.
* NoHoldsBarredBeatdown: Otto's using Peter's strength to the fullest when he fights. While Jester and Screwball got beat badly, he blinded Vulture, knocked Scorpion's jaw off, and nearly killed Boomerang.
* NotBrainwashed: Liz Allen is willfully working for the Green Goblin. The reasons for her FaceHeelTurn are unknown, however.
* NothingIsTheSameAnymore:
** The series opens with a new Spider-Man, and Peter Parker dead.
** The series ends the same way. Although many of the relationships with Peter's friends and family are repaired, and Peter gets his body back, Peter still has Otto's memories melded with his own, the Shadowland has been freed from Kingpin's influence, Otto is dead, J. Jonah Jameson retires as mayor after the Spider-Slayer incident, and Carlie and MJ leave New York, tired of being targets for Peter's enemies.
* OhCrap:
** When the Goblin King calls Spidey "Otto". A little bit later, Otto's soldiers flip out when the Goblin Army attacks Spider-Island and they have no idea how they slipped by.
** Goblin King himself has one in the finale, when he realizes that Otto isn't in charge of Spider-Man's body anymore, meaning he has a far higher likelihood of losing.
* OurGhostsAreDifferent: Peter, though he doesn't use any ghost like powers. He just follows Otto around, webslings with him when Otto is out as Spider-Man, and gets access to Otto's memories.
* ParentheticalSwearing: In the last issue on the part of the Goblin King. One quip lets him know he's no longer dealing with the would-be "Superior" Otto Spider-Man, but is now facing the genuine article. He says "It's you," but the obvious thrust of his expression and phrasing is a rather stronger OhCrap.
* PassThePopcorn:
-->'''Peter:''' ''(when Ock throws down the gauntlet at the Avengers)'' Oh, what I wouldn't give for some ghost-popcorn right now.
* PetTheDog: Though Otto performs morally questionable actions, he does have his moments where he acts as a hero should.
** Otto performs successful brain surgery with Cardiac on a girl who was brain-damaged by one of previous attempts to take over the world, having felt guilty and trying to atone for it. This was after he tried to take the helmet off of her for his own use while she was alive before Cardiac stopped him and explained the situation. In return, the girl [[CrowningMomentOfHeartwarming gave Otto her personal doll]] and got a Spider-Man doll for herself.
** Also, he was the one who made the armor that Wolverine currently uses, so that Wolverine could have a fighting chance now that his healing factor is gone.
* PoorlyDisguisedPilot: Issue #19 serves as one for a new Spider-Man 2099 series, [[spoiler: set in the present day after Otto strands him in the past]]
* PsychoSerum: The Goblin Formula. Those who take it go insane, even though they can convincingly act sane. Carlie is transformed by this into "Monster" but she is given an experimental cure by Sanjay later on that seems to have worked.
* RageQuit: When the Avengers attempt to get information out of [=SpOck=], with the reasoning that they think that they can do so just because he's an Avenger, he throws himself out the window and screams "I QUIT!"
* RedAndBlackAndEvilAllOver: Superior Spider-Man's costumes are red and black rather than red and blue, and Otto becomes increasingly antagonistic as the series goes on.
* RedIsHeroic: Tellingly, while the first Superior Spider-Man outfit has the normal amount of red, the second one, as Otto becomes increasingly villainous, has far more black in it.
* TheReveal: In Issue 25, the Golbin King reveals that he is ComicBook/NormanOsborn, yet refuses to unmask himself. It isn't until the final issue when we find out why -- he surgically altered his face for his guise as Mason Banks, the creator of Alchemax.
* RetCanon: Arune Singh confirmed at Comic-Con that the Superior Spider-Man's second outfit is based on the one Alex Ross designed for the first ''Film/SpiderMan'' movie. The design ultimately went unused in the film, but was leaked online, has appeared in [[VideoGame/SpiderMan2EnterElectro some]] of the [[VideoGame/SpiderManTrilogy video games]], and Assassin Spider-Man in ''What If: The Spider that Came in From the Cold'' also used a costume based on the design.
* RoaringRampageOfRevenge: In a {{retcon}} of a 90's ''Spider-Man Unlimited'' story about Octavius trying to cure AIDS to save an old flame, it's revealed that it was Norman Osborn who had infected her with a deadly virus in an attempt to coerce him into teaming up with him. When Octavius learns the truth, he flips out and starts pummeling Osborn silly, trying to kill him.
* ScrewThisImOuttaHere: During his first fight against the new Sinister Six, Otto is pummeled so badly by Speed Demon, he decides to leave (But turns back to protect a police officer).
* SexyDiscretionShot: Otto and Anna Marconi getting snuggly in her lab is being shown as two large jellyfish being close to each other.
* SpiritAdvisor: {{Subverted|Trope}} - Peter is technically still alive, but Otto has no idea that Peter's along for the ride and can't hear him when Peter talks to him; and the only influence Peter is able to exert over his body is stopping Otto from crossing lines he would never cross, until Massacre is killed. Then Peter gets a DisneyDeath, too.
* ShaggyDogStory: Carlie's storyline is effectively this. She deduces that Spider-Man is really Doc Ock and uncovers evidence to prove her claim, but as soon as she is to go public she is kidnapped by the Green Goblin and exposed to the serum. By the time she is cured, she confronts Spider-Man only to discover that Peter Parker had been restored to his body.
* ShoutOut:
** Mary Jane claiming that everything's "[[Series/{{Community}} Crazy Town Banana Pants]]" and that it's something Peter used to say all of the time when questioned on it.[[note]]Peter never actually said that before, at least not that we know of, just in case you're wondering.[[/note]]
** Otto tells the Living Brain, which he modded to be his assistant, to fetch him some [[Series/StarTrekTheNextGeneration tea. Earl Grey. Hot.]]
** His lab gear in that scene also resembles that of [[WebVideo/DoctorHorriblesSingAlongBlog Doctor Horrible.]]
** At one point in the same issue "Peter" wears a brown coat and striped scarf, resembling [[Series/DoctorWho The Fourth Doctor]] as a result. Likely intentional, as the author, Dan Slott, is a Doctor Who fan.
** [=JJJ=] makes a [[Franchise/{{Batman}} spider signal]] that Otto promptly destroys. [[TakeThat He then psyches Jameson out that it was a test due to the stupidity of the idea.]]
** When Don Lamaze tells Peter that he had a visit from someone (Otto Octavius) the previous night, Peter quips: "Wait. Don't tell me. [[Film/BackToTheFuture Darth Vader from Planet Vulcan]]."
** A happily lovestruck Ock!Peter sings a few bars from "[[Film/{{Xanadu}} Suddenly]]" right before a romantic rendezvous with Anna.
** Otto finds himself channeling [[Comicbook/{{Watchmen}} Rorschach]] in #20.
-->"No doubt our other former colleagues will realize what you have... albeit when it's far too late. They'll beat on the doors, screaming, 'save us!' and I will whisper--"
** When Otto uses a holographic recording to talk to the people who gathered for Smythe's execution, Norah Winters wastes no time in bringing up a Franchise/StarWars reference:
-->'''Norah''': Nice. Now say "Help us, Obi Wan. You're our only hope."
* SlowlySlippingIntoEvil: Otto wasn't exactly a saint before, but, rather disturbingly, he seems to be becoming increasingly brutal and amoral the longer he acts as Spider-Man.
* [[BatmanGrabsAGun Spider-Man Grabs A Gun]]: How he deals with Massacre.
* SomethingOnlyTheyWouldSay: The Goblin instantly knows the original Spidey is back in town when the latter quips at him rather than talk like an evil scientist.
-->'''Goblin King''': Aaand here he is at last! The hero of our little drama. Just in time for the thrilling climax! But wait-- a twist! The "hero" isn't one at all. In fact, he never was. Really, Otto, you're just embarrassing yourself with this charade. Granted, you were never on my level, but being a bad guy suited you. Saving that little lady is your last remaining achievement as Spider-Man. When it all goes boom, you'll have nothing left! Hahahaha!
-->'''Spider-Man''': Except the dignity of knowing I never carried a man-purse.
-->'''Goblin King''': [[OhCrap ...it's you.]]
-->'''Spider-Man''': The one and only.
* StatusQuoIsGod: An odd take, as the ending seems to shunt Peter back to pre-''Big Time'' levels: Horizon Industries is gone (although he's still CEO of Parker Industries), he's still part of the Avengers, Mary Jane is once again out of the picture...
* StrangerBehindTheMask: Subverted. For over a dozen issues, the Goblin King has been dropping increasing broad hints that he's Norman Osborn, but always refuses to take the mask off. At the climax, Spider-Man rips off his mask, only to discover it's... some redheaded guy with a mustache he's never seen before. It turns out it really is Norman Osborn - he'd gotten plastic surgery since his original face had gotten too well-known.
* StormingTheCastle: The Goblin's Army attack Spider-Island, obliterating it.
* SuperTeam: Otto tried to make one of these out of the Sinister Six, called the Superior Six in the ''Team-Up'' series. It failed ''horribly''.
* SuperiorSuccessor: Otto certainly likes to think he is. Issue #19 proved him wrong, but it doesn't seem that Otto took the lesson well until #30.
* TakeThat: To the [[Franchise/{{Batman}} Bat-Signal]]. JJJ installs a Spider-Signal; Otto trashes it as soon as it's turned on, pointing out that it just tells every enemy where they can find Spider-Man.
* TakingUpTheMantle: Otto becomes the new Spider-Man after he's forced to experience Peter Parker's memories -- good and bad -- learning how and why Peter is Spider-Man.
* TheReasonYouSuckSpeech: Given by Otto to the ghostly version of Peter inhabiting his mind after he tries doing the same thing to him, essentially telling him that he doesn't deserve to be Spider-Man because of how ineffective and childish he is. He points out how Peter being so lax on villains like Massacre and The Vulture because of his moral code is foolish considering all the harm it ends up doing, and that Peter's earlier interference almost cost a little girl her life, all because Peter was afraid Otto would eventually find him.
* TerribleTrio: Monster, Menace, and the Goblin Knight; brains, beauty, and brawn, respectively.
* ThouShallNotKill:
** Deconstructed. After killing Massacre, [=SpOck=] mentions to Ghost!Peter that dropping this trope is necessary since it did more long term harm than good in both the safety of New York City citizens and [[HeroWithBadPublicity public relations]]. Even Wolverine mentions that some of the Avengers such as CaptainAmerica had to use lethal force [[BatmanGrabsAGun in most extreme circumstances]] even though they [[TechnicalPacifist may not like to do so]]. Said deconstruction and Wolverine's rationalization is then subverted when [[DisproportionateRetribution SpOck is subsequently far less judicious about lethal force]].
** And reconstructed in the finale. When Peter swings back into action, he proceeds to knock out people and web them up and when Spidey saves Anna and Norman, he tells Osborn "No one dies. Not even you."
* TraitorShot: Liz Allen holding a Goblin Mask, proving she was the one who sabotaged the Spider-Slayers for the Goblin King.
* TrappedInThePast: Miguel O'Hara is trapped in the past at the end of Issue #19.
* UnexpectedCharacter: Boomerang's Sinister Six included the Living Brain, which Spider-Man fought exactly twice, once in the 1960s, and again in the 1980s.
* VillainExitStageLeft: In the finale, the Spider-Men have the Goblin King disarmed, de-powered and dead to rights - until Liz "accidentally" presses a spider-sense jammer. Osborn escapes into the sewers before Peter can recover.
* VillainProtagonist[=/=]NominalHero: If you didn't already know this from the protagonist being a super villain who murdered the iconic hero, stole his life, and dated his girlfriend in his place, then [=SpOck=] is rapidly approaching this status as his morals decline further and further, being an AntiVillain at best. He begins as an aversion of Peter's HeroWithBadPublicity status after his early acts of more extreme violence, but turns toward a VillainWithGoodPublicity by the end of the "No Escape" arc.
* VillainsActHeroesReact: WordOfGod [[http://www.comicbookresources.com/?page=article&id=46840 is that that this is one of the differences they wanted to showcase by showing Otto being proactive how a villain would rather than simply running into trouble.]]
* VillainsOutShopping: The first thing Massacre does after escaping from prison? He goes to a fast food restaurant.
* VillainousBreakdown:
** Well, since Otto IS a villain, his rant in #26 is easily this when he throws himself out of Avengers Tower, he starts ranting that they were nothing without him and that he doesn't need anyone.
** He did it again in ''Mighty Avengers'' #5 after being humiliated by She-Hulk.
** The entire "Goblin Nation" arc is this, showing Otto [[HeroWithAnFInGood just how much he sucks at being a hero]].
* VillainousFriendship: Otto had one with the Vulture, from way back when the Sinister Six was first formed. When Otto confronts his old friend as Superior Spider-Man, he offers Toomes a small fortune, and the chance to retire. [[BrokenPedestal Then he finds out Toomes is using kids as minions...]]
** ''Team-Up'' revealed that at one point Otto and Norman Osborn had become friends during a partnership. It ends when Norman, in an attempt to prove a point, stages a car accident for Otto's ex-girlfriend and replaces the blood transfusion at the hospital with AIDS-infected blood.
* WalkingSpoiler: The identity of the new Spidey (Otto Octavius) is one for the end of ''Amazing Spider-Man''.
* WeCanRuleTogether: The Goblin King makes this offer to Otto, seeing how they'd never been enemies or even rivals before Otto swapped minds with Peter. Otto refuses, so the Goblin decides to tear down everything Otto has built up.
* WhamEpisode:
** In Issue #9, Otto seemingly wipes Peter from his mind, though later revealed to just be him successfully suppressing Peter's consciousness.
** Issue #19: Miguel O'Hara is [[TrappedInThePast trapped in the present]], Horizon Labs exploded, Otto has lost all credibility, Carlie has more or less figured out what is going on, Liz Allan turns Allan Chemical into [[Franchise/{{Marvel 2099}} Alchemax]], and Otto's attempt to save face by dredging up the stored memories he'd already found [[BackFromTheDead has reawakened Peter's consciousness]] which is [[HesBack fighting back once more]], thereby undoing the "''erasing''" in Issue #9.
** Issue #20: More of Parker's life is smashed up as Octavius beats up and arrests the Black Cat, who vows that she'll never forget what he had just done. While trying to obtain a doctorate by passing off technology he had invented as Otto as Peter's, he is exposed as a fraud by an old friend of his from when he was Octavius, and the woman whom Octavius allowed to become the Stunner (last seen in a coma after ''she'' helped bring him back to life the first time) returns and takes up her old identity vowing to crush Spider-Man.
** Issue #21: All the problems brought up in the previous issue are solved (with the exception of the Black Cat problem), but the Goblin King has Carlie's evidence on Otto being Spider-Man after one of his goons kidnap her. Oh, and Peter Parker's grave is empty.
** ''Superior Carnage #5'': Carnage knows Spider-Man is Doc Ock and Cletus Kasady is no longer lobotomized.
** The entire "Goblin Nation" arc, which basically screws Otto over in every way possible.
** Issue #30: Ghost-Peter reveals himself, and Otto decides that ''Peter'' is the superior one, erasing himself and bringing Peter BackFromTheDead.
* WhamLine:
** In Issue #8:
---> '''Ghost-Peter''': I am going to find a way back!\\
'''Otto''': No, Peter. You won't.
** In Issue #19. This is less of one, since it was implied to be in progress, but the Wham comes from how it is solidified.
--->'''Liz Allan:''' Mr. Banks. Mr Stone. Let me be the first to welcome you to this bold endeavor. The foundation of this all-new [[MegaCorp mega corp]], Allan Chemical, merged with my son's holdings in ''Oscorp''... and the intellectual properties [[KarmaHoudini Tiberius]] helped us acquire from ''Horizon Labs''. Gentlemen, I give you ''[[Franchise/{{Marvel 2099}} Alchemax]]''. Long may she stand.
* WhamShot: Peter digging his way out of the rubble in issue #19.
* WhatHappenedToTheMouse: What happened to Otto's original body?
* WhatMeasureIsANonHuman: Brought up in the Sibling Rivalry story. Otto sees clones as abominations, while Peter wasn't exactly thrilled but supported his surviving clones.
* WhatTheHellHero: It's no surprise that you-know-who gets these a lot.
** [=SpOck=] is able to trap Agent Venom by giving him artificial limbs but separating the symbiote from Flash Thompson. Once Flash realizes what he's done, he reads him the riot act right before the symbiote breaks free, fuses with [=SpOck=] and turns him into the Superior Venom.
** The next issue, Mary Jane ''finally'' confronts Peter and demands to know what's going on. When she finds out about the symbiote she sics the Avengers on him.
** In ''Mighty Avengers'' #5, Jessica Jones is so livid that he brought his little army in ''in front of her kid'', that she punches him hard enough to shatter his mask lenses.
** In Issue #28, one of the workers in Parker Industries snaps at him when she finds out he's hiding Spidey Tech in the building, wondering why he's trying to draw out all of this attention to his building.
** In Issue #29, Gloria Grant chews out J. Jonah Jameson for using the Spider Slayers on Spidey and not using them on the invading Goblins [[ScrewThisImOuttaHere before turning around and quitting.]]
* WildCard: Mary Jane Watson in Issue #28 calls herself this.
* WorldOfCardboardSpeech: At the end of Issue #13. It's more disturbing than rousing, as it signals Otto completely abandoning his UnscrupulousHero status for a NominalHero one.
-->'''Otto:''' Write your stories, [[YouFool fools]]. Mark this day well. For today, I cast off the last of the chains Peter Parker saddled me with...and begin to craft my ''own'' legacy. I am no more bound by Parker's life than I am about my ''own'' former existence. I shall create something ''[[VillainProtagonist entirely new]]''. Something ''wonderful''. ''This'' shall be my legacy. [[MythologyGag A]] ComicBook/BrandNewDay... No, A Brand New ''Age''. The Age of the ''[[SuperiorSuccessor Superior Spider-Man.]] [[{{Pride}} The Greatest Hero of them All.]]'' And ''[[NothingCanStopUsNow nothing]]'' will stand in my way.
* WouldHitAGirl: No matter if it's a criminal FemmeFatale like Black Cat - who, making it even worse, was one of Peter's girlfriends - Otto would rather just punch her in the face and leave her to the cops.
* WorthIt: Spider-Man 2099 punching Tiberius Stone in the final issue. He knows he can't change the future ''too'' much, but he absolutely loved being able to sock him in the face to save Spidey.
* XanatosGambit: The Goblin King's entire plan. Norman Osborn and Liz Allen conspired to give Normie Osborn something to rule over and even though Spidey liberated New York, Normie's set to inherit Alchemax when he's older.
* YouAndWhatArmy: In Superior Spider-Man Team Up #9, Otto asks this of a mole in his Spiderlings. The answer?
-->'''Mole:''' Your own! HAHAHAHAHA! (cue two page spread of him, Daredevil, and The Punisher surrounded by Otto's men wearing stolen supervillain gear)
* YouAreTooLate: When Peter attempts to convince J. Jonah Jameson to not quit as mayor, returning the Spider-Bot with the blackmail video from way back in issue 11, Jameson mulls it over before smashing the device, screaming that it would have mattered if he wasn't 30 minutes late. Though, considering how stubborn the man is, JJJ probably would've said/done the same thing even if Spidey came an hour earlier.
* YouAreBetterThanYouThinkYouAre: In Issue #30, Otto delivers this speech to Peter Parker. He claims that unlike Otto, a flawed man who overcompensates to hide his failings, Peter Parker was always superior but kept sabotaging himself because he didn't feel like he deserved to be superior.
* YouExclamation: DownplayedTrope in Issue 31. Upon realizing that the Spider-Man he's facing isn't Otto, Goblin King lets out a soft "...it's ''you''."
----