Dr. Octavius was working late at the laboratory that night. The only people there were the security guards who were already aware of his late night stay. He was typing at his computer when, from the corner of his eye, he saw a spider crawl across the desk. He slowly reached for a book and raised it above the spider and dropped it. Shivers went through his spine. He hated spiders with a passion. Call it an acute case of arachnophobia. There was no good spider but a dead one.

What he didn't know was that outside the laboratory, two security guards lay unconscious on the floor. An intruder had breached security, and with him he carried a metal brief case. He placed it near some chemicals and opened it. Inside the case was a time bomb. A purple gloved hand set the timer for five minutes.

Dr. Octavius stood up from his desk, stretched his arms and back and yawned. He made Behind him, on the table, was his metal back pack with the mechanical arm extensions. Next to it was his metal head band that let him telepathically control the arms. He put the head band on and the mechanical arms came to life, doing as he willed. He put the pack on his back, and locked the belt around his gut. With each mechanical arm, he grabbed four different vials of chemicals.

Suddenly, a violent explosion threw Dr. Octavius across the room, and he crashed into and knocked down a door before the flames engulfed the laboratory. Dr. Octavius screamed in agony, as the chemicals he had mixed together formed a hazardous gas. The gas had gotten into his face, and now his face felt like it was on fire, even though the gas was doing no physical harm. Dr. Octavius crawled down the hallway and found an emergency exit. He got to his knees to open the door and escape the smoke and coming flames. He found himself crawling out into an alley with garbage cans and trash all over. His slamming open the door startled a cat and sent him racing for his life.

His head was spinning, and his mind was going miles a minutes. The head band that was on his head had been destroyed. He grabbed the band and threw it to the ground as he fell to his side. "So, you are still alive!"

Dr. Octavius looked up to see Shocker standing above him. "That is a mistake I am about to rectify!"

Dr. Octavius' mind was starting to come into focus, and thoughts that were not his own were entering his mind. He wished he could defend himself with his invention, but his head band was destroyed. From the corner of his eye, he saw his top right mechanical arm lunge forward and grab Shocker by the ankle and pulled him off his feet. Shocker hit the ground with a thud. It was exactly how he imagine using the device if the had band had worked. He looked to the other arms, and they were doing exactly what was in his mind.

His mind was clearer than ever before. The mechanical arms were obeying his every thought as if they were a part of his own body. He then realized that somehow, the 'accident' had increased his brain usage, a great deal, and given him telepathy powers to control his the pack using only his thoughts. Suddenly, a grin came over his face, enjoying this new discovers. He looked over at Shocker angrily. "You, you've ruined my life!" Using the mechanical arm that attached to Shocker's angle, he lifted him high above the ground, heel over head. Violently, Dr. Octavius swung him into the side of one of the buildings.

"You've destroyed a lifetime of study and research!" With that, He slammed Shocker onto the ground. He let go of Shocker's angle and grabbed him by the neck and lifted him and brought him face to face. Shocker's costume was shattered, and blood was pouring from his mouth. "I am a brilliant mind. You don't do this sort of thing unless you are being paid to do it. Who is he?"

"I don't know! Please don't kill me!"

Dr. Octavius was outraged. This man had ruined his life. He had fought and worked hard to get where he was, and now it was shattered. Someone was going to pay! The mechanical arm began chocking Shocker. "Tell me who is paying you NOW!"

"Okay! Okay!" He gasped. "Bill Maxim!"

"Very good. Now, you are going to tell me where I can find him, and I may let you live!" His heavy German accented threat brought terror to Shocker! He was expecting this kill to be easy, since Dr. Octavius was a mild mannered scientist, but this was not the same Dr. Octavius. Shocker knew that that mild mannered scientist was no more, and in his place, this violent aggressive avenger stood was about to kill him. He had no choice but to tell him.