Spider-Man catches Charlie and his two pals robbing a warehouse. Surprising them with his Spider Signal light, he quickly overcomes them and webs them up for the police. Meanwhile, atomic scientist Otto Octavius, known to his colleagues as Doctor Octopus because of the unique set of four remote-controlled "arms" he invented for handling radioactive material, is hard at work at the U.S. Atomic Research Center. Suddenly his experiment goes awry. In the ensuing explosion, Otto Octavius's mechanical arms fuse to his body, and the excess radiation alters his brain. When he awakens at Bliss Private Hospital, he discovers that he can make his mechanical arms move by thought alone, just as if they were his real arms. With his brain unbalanced, Dr. Octopus forcibly takes over the hospital as his first criminal act.