Lady Octopus (Carolyn Trainer)

Carolyn TrainerLady Octopus

Willing to do anything in her pursuit of science, Lady Octopus takes her tentacles to new heights with her genius in cybernetics and virtual reality.


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Lady Octopus is the super-genius successor of her mentor Otto Octavius, AKA Doctor Octopus, and seeks to merge the real with the virtual no matter the cost.


Science Above All

Dr. Carolyn Trainer’s father, the geneticist Seward Trainer, raises her to revere scientific research above human life itself. Outraged by his reluctance to pass along his scientific secrets, she grows to hate him and becomes a fan of nuclear physicist Otto Octavius, whom Seward introduces to her at a lecture. Smitten, Carolyn begins stalking Otto. 

While in college, Carolyn hears of the accident that makes Otto into Doctor Octopus, later visiting him in prison after Spider-Man defeats him. Graduating, Carolyn becomes an expert on merging virtual reality (VR) with reality. Learning this, Otto asks her to design a computer-generated duplicate to take his place in future battles with Peter Parker, AKA Spider-Man

Carolyn works with him in the area of solid holographic projection and mind-to-computer communication. She encodes Otto’s thoughts and memories into the Master Programmer, an interactive task wizard, then tests her interface by turning her secretary Angelina Brancale into the VR superwoman Stunner. Soon, however, Peter Parker’s clone Kaine murders Otto. Carolyn obtains Otto’s tentacles, creates an interface to mentally control them and becomes the new Doctor Octopus, taking over his organization.


Genius and VR Expert

Carolyn possesses the normal human strength of a woman of her age, height, and build who engages in moderate exercise. 

She employs Otto Octavius’ mentally-controlled titanium-steel tentacles but adds devices that provide electroshock, a personal force field, a random pattern program for tentacle strikes, and inputs to plug into the global net. She’s able to psionically control her four tentacles, and can also “feel” basic sensations with them. Each tentacle can extend to 24 feet, is powered by a small nuclear-powered thermoelectric generator, can move at 90 feet per second, and strike with the force of a jackhammer. She can use her tentacles to scale walls and move up to 50 mph. She adds electroshock devices, a force-field and internet-access plugs to the tentacles. Each tentacle can lift approximately 8 tons and grip 175 pounds per square inch. Her Phineas Mason, AKA Tinkerer-provided tentacles include a strength-boosting harness and body armor. 

A genius in virtual reality, Carolyn has chips implanted in her brain to access information cybernetically, can download human thoughts and memories into computerized receptacles, and creates interactive VR-based beings. She invents the VR wave generator, the miniaturized prototype VR bomb that appeared to bring the Jurassic Age to life, the reality-merging VR visor, the cyber-construct VR-37, and the handheld interface of the Master Programmer. 

Her electronics knowledge yields globe-like robot drones with electrified octopus arms and two android bodyguards. She also creates various laser weaponry and suits that give off smoke, gas, and high voltage on impact that her henchmen use. They have a helicopter with a giant magnet that they use to steal a police van. 

She eventually relinquishes her tentacles, so Carolyn resorts to her immediate surroundings employing anything as a weapon and for example, attacks Spider-Man with a stick.


Constant Contenders

Carolyn as Doctor Octopus comes up against Spider-Man, and Ben Reilly, AKA Scarlet Spider, on numerous occasions. She feels jealous of Reilly since her father treats him like a son. She even goes up against Bobbie Morse, AKA Mockingbird, and Clint Barton, AKA Hawkeye, but in his Ronin persona.


Criminal Associates

Doctor Octopus is Carolyn’s teacher and inspired by his work; she takes on his mantle once he is killed. Seeking to bring him back to life, she tries to meld reality with virtual reality using the Master Programmer—a digitized copy of Doctor Octopus’ mind.

Prime Minister Lucia von Bardas finances the Tinkerer who supplies Carolyn with new tentacles. She also joins the all-female squad the Syndicate founded by Janice Lincoln, AKA Beetle.


A Tentacled Tale

Seeking to bring the Master Programmer to life, Carolyn learned of her father’s work developing an interface between organic matter and VR. She downloaded his data files, using them to adapt her Virtual Wave Generator into a VR bomb that temporarily terrorized Manhattan’s Fifth Avenue, but she lacked the access codes to view all data. While forcing the codes from Seward, Carolyn clashed with Scarlet Spider and Spider-Man, who ultimately tossed her through a support wall of her underwater hideout. 

Surviving, Carolyn sought Vytek Lab’s experimental cyberneural inductor chips to power her wave generator. Mobster Jason Tso, working for Alistair Smythe, also sought the chips. When Tso attempted to steal Carolyn’s VR visor, she blew up the lab that housed it, although the Scarlet Spider retrieved it and Seward used it to enter the techno-subconscious, encountering VR-37, Carolyn’s virtual bodyguard, and leaving his mind stranded in cyberspace. Carolyn, meanwhile, hired the Pro to assassinate Tso and cybernetically augmented the Looter, Aura and Override to retrieve the inductors in Tso’s possession. The Scarlet Spider thwarted these operations, though the Pro later succeeded. 

Convinced Scarlet worked for Tso, Carolyn used FBI agent Joe Wade as an organic anchor for a VR Scarlet Spider that terrorized Manhattan, forcing Ben Reilly to give up that identity. Facing Smythe’s cyber-slayers, Carolyn plugged into the inductor chip-powered master visor that controlled them, creating hyper-reality and bringing the Master Programmer to life; however, Seward’s now-solid VR body passed a virus chip to the Scarlet Spider who destroyed the interface, nearly electrocuting Carolyn. Later, Carolyn attempted to steal Seward’s body from the hospital but Spider-Man (Reilly) thwarted her efforts, which landed her in jail.

Released from prison, Carolyn learned that Jacob Connover, AKA Rose, and Master Zei of the True Believers planned to resurrect Octavius. Attaching a handheld interface to Otto during the process, she instilled the Master Programmer’s persona into Otto’s brain. Relinquishing the tentacles, Carolyn temporarily became Otto’s assistant and they fled.

Later, however, supplied with new tentacles by the Tinkerer, who was financed by Latverian Prime Minister Lucia von Bardas, she became Lady Octopus, differentiating herself from her mentor. She then fought alongside other technology-powered criminals until all were injured when von Bardas combined their tech into an anti-matter bomb.




140 lbs.






Brown (formerly dyed purple)

Universe, Other Aliases, Education, Identity, Known Relatives, Powers
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