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Doctor Octopus

Now, watch me trap a spider in a web of my own -- a web made of my new-found arms! Your strength is merely that of a spider, but mine is the energy of an atom, born of a nuclear accident!
— Otto Octavius

Otto Octavius or Doctor Octopus is a mad scientist and one of Spider-man's oldest and most iconic villain. Like most supervillains, Doc. Oct has a rough childhood during which he was abused by his dad and bullied by his peers. However, unlike most supervillains, Doc. Oct didn't let these things push him to commit evil deeds, at least initially. Instead, Otto worked hard and became a brilliant and respected scientist. He also invented a set of advanced mechanical arms controlled by the his brain to assist him in research. Just as things started to get better, an accident happened during one of his projects, which led to a radiation leak and caused an explosion. Otto survived and discovered that the explosion had fused his mechanical arms to his torso, and that he was now able to telepathically control his new arms. His mental stability was also severely damaged by the explosion. With this newfound ability and newly-formed mindset, Otto turned to a life of crime and came into constant conflicts with Spider-man. Otto would later form and lead the first incarnation of Sinister Six - a team consisting of Spidey's most deadly enemies such as Vulture, Mysterio and Kraven the Hunter. Otto would also clash with other superheroes such as Avengers and the X-men on occasion, while usually appearing as a foe for Spider-Man.

For the purpose of this battle, Doctor Octopus will be pre-superior and pre-"the end of the world". And his arms will be titanium like the original ones, not adamantium ones that helped him defeat Iron Man and battle Hulk.


  • Cybernetic Tentacles: Otto originally constructed these four robotic arms to help manipulate radioactive substances from a safe distance. In a freak laboratory accident, volatile liquids exploded - bombarding the scientist with radiation. The substances left him capable of mentally controlling the arms. Each tentacle, approximately five inches in diameter, terminates in three single-jointed pincers. The pincers are able to rotate in relation to the arm for 360 degrees, in a screwdriver-like twisting motion. Each tentacle segment contains four high-efficiency electric motors equipped with a clutched, helical-gear train, independently mounted on frictionless gimbals and housed in four thin, overlapping layers of titanium-niobium steel. Each tentacle is approximately six feet long at full contraction, but can extend to a maximum of 24 feet in length. The tentacles can be used to lift heavy objects such as cars. They can also generate strong wind as a mean of defense. By combining the intrinsic strength of both his tentacles and the pincers, Doctor Octopus can scale stone, brick, or concrete walls by rending "handholds" in the surface of the wall. Octopus is able to use his tentacles for traversing horizontal distances as well. However the entire device can be malfunctioned by causing it to short-circuit through heavy impact, bombing or submerging in water.

Powers & Abilities

  • Genius-level Intellect: Otto Octavius is an extroardinary genius. He is a multi-discipline scientist with expertise in various fields of science and technology, including nuclear physics, mechanics and electrical engineering. In fact, he is one of the best scientists in Prime Marvel Universe, comparable to Mister Fantastic in terms of pure science.
  • Superhuman Concentration: Doctor Octopus possesses extraordinary mental abilities and concentration, and through years of practice is able to perform two complex and two simple independent actions, simultaneously, one with each arm.
  • Hand-to-hand Combat ( Above Average):Otto didn't receive professional training in martial art, but he is still a formidable fighter thanks to his enhanced physicality. With overwhelming strength, at one point he nearly beat Daredevil to death. Not to mention that he defeated Spider-Man in combat on many occasions. On one particular occasion, his arms were upgraded to adamantium arms and the strength of the arms also received extroardinary boost. With this upgrade, he bested Iron Man and held his own against individuals like Hulk, Ghost Rider and Fantastic Four.
  • Master Strategist: Despite the fact that he schemes tend to fall at the end due to his unstable mind and arrogance, Otto is still a great strategist. Before going "superior", Otto usually takes the lead in setting up plots to mess with Spider-Man, succeeding but ultimately failing in most of them. During "the end of earth" storyline, Otto actually became an Avengers-level threat by infiltrating the government and nearly succeeding in setting his plan of global destruction in motion. During the infamous Superior Spider-Man story arc, Otto tricked Spider-Man and inserted his soul into Peter Parker's body while inserting Peter's soul into his dying body. In the next several months he, living under the identity of Spider-Man, completely turned Peter's life upside down and actually nearly managed to establish a crime-free New York City (albeit with extreme methods) had Green Goblin not intervened. The details of these stories can be found on Wikipedia or Marvel Database.

Mister Freeze

Yes. Hell. As described by Dante, with its multiple rings. Each one is guarded by a devil. And at the bottom of the a lake of ice. I am Freeze. I was chosen to guard this realm. All that enters here turns cold, becomes brittle... and breaks.
— Victor Fries

Victor Fries or Mister Freeze, is a core member of Batman's rogue gallery and long-time resident of the infamous Arkham Asylum. When Freeze was first introduced into New 52, he was a complete lunatic with an obsession with cold, and the entire "saving his wife from unknown disease" thing was a delusion.

However, after Doctor Manhattan meddled with the timeline and merging several new earth elements with the present timeline, Mister Freeze was among the individuals affected and his original, more well-known origin story got restored -

Prior to his career of crime, Victor was a brilliant scientist focused on research to find a cure that can save his wife Nora from a rare disease. However, an accident at the lab ruptured a pipe and that covered him in cryo-fluid. Disfigured and mutated from the chemicals, Dr. Fries survived but could no longer live outside of sub-thermal temperatures. Therefore, he built himself a protective suit to survive at regular room temperatures. Still determined to save his wife, Freeze turned to a life of crime so that he could gain resources to sustain himself and support his research more efficiently. He soon associated himself with individuals such as Joker, Riddler and Penguin, working for them as hired muscle or cleaners. Eventually the cruelness of the criminal world would reshape his personality into a more sinister and sadistic one, earning him a place in the Arkham Asylum. He would also come into constant conflicts with Batman and the Bat family, as well as occasional conflicts with other heroes.


  • Cold Gun: Mister Freeze's Ice Gun, also known simply as the 'Cold Gun' and 'Freeze Ray', is a piece of cryogenics weaponry which serves as Mister Freeze's signature weapon. Mister Freeze constructed his signature weapon shortly after the incident which left him unable to survive outside a subzero environment. His weapon is able to produce gusts of cold degrees below absolute zero, as well as coat objects in a block of ice, create similar-looking constructs or encase opponents in a frosty 'cocoon'. He can also create large block of ice to crush his enemies as well as shields created from frozen air as a mean of defense. He has also been shown to use it in many versatile ways, such as shooting the ground to generate ice slopes. The ice generated from the device can reach 2373 pounds/cubic inch according to Freeze himself (to Bane) in Batman Vol 3.
  • Cold Grenades:The names speaks for themselves - grenades that freeze an area. Freeze will be packed with five grenades for the purpose of this battle.
  • Cryo-Suit: The cryo-suit is an armored battle suit created and developed by Mister Freeze in order to keep his body at temperatures below 0 °C (32 °F). In order to do so, the suit concealed a high concentration of chloroflourocarbon (CFC) gases under pressure. It can withstand shotgun blasts, pistols, huge impact(such as falling from great height, a clash with the Bat Mobile), grenade explosions and etc. But repeated impact will certainly destroy it. The helmet of the suit, however, can be destroyed rather easily compared to the body. Batarangs and grenades have both destroyed it. Without the suit, Freeze cannot survive long under normal temperature. However, he can still fight when only small part of it is damaged ( for instance the helmet or small portion of its body). Mister Freeze also tries to counter this by effectively lowering the temperature of the combat environment through freezing things around him so that he can still fight even when the suit is damaged.

Powers & Abilities

  • Genius-level Intellect: Mister Freeze is an extroardinary genius. He's a polymath who has studied many areas of physics and chemistry, as well as neurobiology and medicine. Even Batman himself has admitted that had he not turned to a life of crime he would have nailed more than a few Nobel prizes with his inventions.
  • Unique Physical Condition: After being bathed in cryo-chemicals, Fries' biology was radically altered, causing each of his skin cells to capture and store the cold around him. This causes his body temperature to run at 23 degrees Fahrenheit. The accident also grants him immunity to chemical weapons such as Fear Gas and Joker Toxin, as well as some level of superhuman strength, endurance and durability. He also ages at a considerably slower rate and requires less amount of energy or food to survive and fight than a normal human.
  • Hand-to-hand Combat ( Above Average): Mister Freeze is not formally-trained in comabt. However, he can certainly put up a fight. He has defeated Batman in brawls on many occasions (with the help of his gadgets of course), he has also held his own against Killer Croc in a direct brawl. He has also fought the Rogues evenly alongside Clayface during Forever Evil. Tackling normal thugs and police officers are easy tasks for him.
  • Master Strategist:Freeze is a master strategist and great planner. Not only has he plotted against some of the smartest heroes and villains in DC universe, but also he has also nearly destroyed the entire planet by himself - Sometime between Batman's death and return, Mister Freeze had left Gotham and created a research facility in Alaska. There, he began to find cryogenic facilities across the world and affect them with the same process that had created him. Reborn from cryo-sleep and requiring the same cryo-suits as him, the people nonetheless felt indebted to Fries and helped him perform robberies to fund his research to revive his wife. However, Fries had realized from his army of "dreamers" that he had woken them too early; the world was irredeemably broken as he saw it. So he, by himself, found and developed an ancient, deadly virus frozen in ice in the Arctic.He planed to unleash it to restart life on Earth. He nearly succeeded had Batman and Poison Ivy not intervened.
  • Cryokinesis: Because of Fries' extremely low body temperature, anything his skin comes into contact with will freeze. He can easily freeze a persons entire body by simply grabbing them.Fries can coat his fists in ice to enhance his strikes, as well as cause ice to rapidly form along structures through contact. He can also freeze other things simply by breathing or spitting onto them.
  • Marksmanship: Freeze is somewhat of a "trickshot" with his cold gun and can land pretty accurate strikes on target at a distance.

X-factors ( Doc Oct , Mr. Freeze)

Intelligence - 100 100

Both men are extroardinary minds. They are all incredibly smart both in terms of scientific knowledge and strategy. They are all very cunning and resourceful. Both are among the smartest scientists in their own universe.

Physicality - 95 (65 without tentacles) 85

Both are very strong. However, thanks to his tentacles, Doctor Octopus is far stronger and more mobile than Mister Freeze. However, when deprived of his tentacles, Doctor Octopus is a normal but a little bit obese human who doesn't exercise reguarly and is in his old age. Freeze, on the other hand, is always a strong peak man at his prime who exercises extensively (or borderline superhuman) .

Mental Health - 80 70

Both men are "mad scientists" who go too far in their research. Doctor Octopus is arrogant and eccentric in his approach, which at times lead to his downfall. However, he is still a sane person. Mister Freeze is actually a pretty well-adjusted guy compared to other Batman villains. He is obsessed with coldness and saving his wife, but his obsession seldomly affects him in combat or making decisions wisely. But still, he is mentally ill, but Doctor Octopus isn't.

Experience - 85 95

Both are very experienced. Both primarily stick to fighting one hero and his associates, as well as other villains of the aforementioned hero. However, both have occasionally fought other heroes and villains. And since we are using pre-"end of the world" Doctor Octopus and present Mister Freeze, Doctor Octopus falls a bit behind Freeze for his lack of experience in universal or grand-scale events - Freeze was active in forever evil, dark knights metal, year of villain and participated in the last stand against the dark multiverse during death metal, aiding the heroes and freezing large hordes of Groblins with his gun.

Brutality - 80 85

Both are very brutal. But Freeze, due to his identity as a Batman villain and long-time resident at Arkham Asylum, is a bit more sadistic and willing to kill than Doctor Octopus in his approach as a result of being exposed to Gotham's level of cruelty. He once froze entire families and had dinner with their dead bodies sitting at other seats to make it up for his lack of this sort of family experience. To celebrate Nora's temporary resurrection he also froze entire theaters of people, which is something Octopus normally wouldn't do.


Dark Side Club , DFederal

"Riddle me this,what is cold and grumpy and defeated by a disney princess ?"

"Riddler, go fuck yourself ! And by the way, that isn't even a riddle." Says Mister Freeze,as he pounds the table repeatedly, trying to sound intimidating."It's been more than a year since I lost to that bitch and you people are still making fun of me for it.Can't you just move on and stop laughing like a bunch of lunatics everytime I visit this bar ?"

The crowd, however,remains laughing. "A bunch of lunatics ? Nice choice of words you've got over there, Victor ! Aren't we all lunatics already ? HA !" Says the Joker,after taking a sip at his cocktail.On his right, sits the Penguin,who cuts in the coversation by explaining to Freeze that he has to fight and defeat someone else,someone else notable,to stop them from joking about his defeat at the hands of Elsa.

"Come on, Oswald,I thought you were better than this. When it comes down to it,had you not lost your place to the Red Hood,all of us wouldn't have been drinking at this shithole.This place is too hot for me,and the hygiene is terrible as well."

"Well, my lounge is modeled after an iceberg - the habitat of penguins,so it's natural for you to feel the low temperature.And this place's modeled after the bar owner's habitat,so naturally he places a firey pit down in the foundation.As for the food, since they are either seasoned with parademon bodily fluids or heated with anti-life cooker,what can you expect ?"

"Darkseid has heard you,earthmen !" The bartender yells."Speak ill about Apokoliptian cuisine again and you will find yourselves sanctioned,Omegally.Your soul will burn for eternity in the fire pits,overwhelmed with notthing but loneliness,alienation,fear, condemnation,guilt and despair ! As all that are meaningful to you fade into lies and empty husks !"

"Aw, come on,Big D,haven't the souls of us all been burning in this "federal" place for eternity ? Plus, your omega thing doesn't even work here.If you keep threatening customers like this, none of us will come again,and then no one will be bringing you information about those who are in charge.Word of advice for you - just be a bit nicer and make some improvements,at least add some staff.Heard you have talked to Luthor about bringing in one or two waiters,a talk show host and several strippers for entertainment.That actually sounds pretty nice.But even if you add all those people to the staff, people still won't like this place if you continue refusing to take criticism and make improvement about the food.Then once again you'd be left alone, with no informants. "

"Alright, Darkseid IS ..... going to update this pub to meet the federal healthy standard !" Responds the bartender,as he crushes another parademon head with his palm to squeeze out the sauce inside so that he can make another drink."I need them to bring Kanto here as well.He's always been better at cooking this."He thinks to himself,just as he is about to hand out the drink, the window of the pub is suddenly shattered,as one,two and four robotic arms launched into the room,hurling the Joker and the Penguin over the table.

"You,Dan Turpin ! Hand back Norman Osbron immediately or you will face the retribution from Doctor Octopus !"