Peter Parker is finding his double life increasingly difficult. Precariously struggling to balance his crime-fighting duties with the demands of his normal life, Peter often finds his personal life taking a back seat. He loses a job, faces financial difficulties, and struggles to maintain his physics studies at Columbia University. Moreover, he has become estranged from both love interest Mary Jane and best friend Harry Osborn, and Aunt May is threatened with foreclosure.
Harry, now head of Oscorp's research division, has invested in the research of brilliant scientist Otto Octavius, Peter's idol. To perform a sustained fusion experiment, Octavius has developed a set of artificially intelligent mechanical arms, which are impervious to heat and magnetism. Though the experiment overloads and becomes unstable, Dr. Octavius refuses to halt it, with devastating results: his wife is killed; the neural inhibitor chip which prevented the advanced AI of the arms from influencing Octavius's own mind is destroyed; and the arms are fused to his spine. Unconscious, he is taken to a hospital to have the tentacles removed, but the tentacles kill the surgeons, and he escapes. Uncontrolled, the tentacles begin to corrupt Octavius' mind, playing on his vanity and ego, and he decides he must complete his experiment at any cost. J. Jonah Jameson names him Doctor Octopus or "Doc Ock". In an effort to finance his experiments, Doc Ock attempts to rob a bank where Peter Parker and his Aunt May happen to be present. After a short glitch in his powers, Spider-Man manages to recover and soon the two take their fight outside the bank, but Doc Ock takes Aunt May as a hostage. When Spider-Man rescues her, she revises her former opinion of him and realizes that he is a hero.