Name: Dr. Carolyn Trainer

ID: Known

Relatives: Dr. Seward Trainer, Father (Deceased)

Affiliates: Ally of Doctor Octopus, Master Programmer, Stunner, Rose III, Delilah, The Hand...Employer of the Pro, Looter, Override, Aura.

Enemies: Spider-Man, Scarlet Spider, Dr. Seward Trainer, Alistair Smythe

Powers: Carolyn has similar abilities to that of the original Doctor Octopus and then some. Four Mentally-controlled electrically powered, telescoping, titanium steel tentacles attached to a stainless steel harness which she wears on her body. The same one that the original Doc Ock wore. Each tentacle has 3 single-jointed pinchers. Able to move at 90 feet per second, with her harness, Carolyn also possesses superhuman strength and wears body armor for extra protection In addition, Carolyn also has the ability to create an impenetrable personal force field for defensive purposes, shoot explosive force from her tentacles, and melt webbing with them. Carolyn is also a genius in the field of Virtual Reality.

Origin: It didn't take long for Dr. Carolyn Trainer took over the guise of Doctor Octopus after her mentor died at the hands of Kaine. With the help of computer chips implanted in her brain, she is able to download information from the global net directly into her brain via computer chips. Carolyn has perfected and improved on almost all of the first doctor's paraphanelia.



1st App.: Amazing Spider-Man #405
 (Tentacles Only)
Amazing Spider-Man #406
 (Full Appearance)

October 1995 (Full)

Spider-Man Appearances
Amazing Spider-Man #405 (tentacles only), 406 & 425-429...Spectacular Spider-Man #229 & 232...Spider-Man #62 (tentacles only) & 63...Amazing Scarlet Spider #1 & 2...Spectacular Scarlet Spider #1 & 2...Scarlet Spider #1 & 2...Web Of Scarlet Spider #1 & 2...Spider-Man Unlimited #18



Carolyn has always been a very close confidant and student of the first Doctor Octopus. When the original Doc Ock died (he was later revived), there was no one better fitted than one of his most trustworthy followers, Dr. Carolyn Trainer. She came into prominence right smack dab in the middle of the Clone Saga, and was a threat to both Spider-Man and the Scarlet Spider. In fact, she is the daughter of Ben Reilly's (Scarlet Spider) very close friend, Dr. Seward Trainer, but it was far from a close relationship. Carolyn kidnapped her father at one point in order to learn more in the field of Virtual Reality, and attempted to create a VR bomb that would make living matter become virtual reality.



Doc Ock II really came to the forefront when the Spider-Man titles temporarily became Scarlet Spider titles. She was especially more than a thorn in the side of the Scarlet Spider with her creation of the Master Programmer, a VR being based on the brain patterns of Otto Octavius. There was also a major brawl when Ock II (along with the Looter, Override, and Aura) were defeated by Alistair Smythe and his Cyber-Slayers. Obsessed with the field of VR, Carolyn next created a VR version of the Scarlet Spider. This "evil" version of Ben resulted in him giving up the Scarlet Spider guise, and then he went on to become the new Spider-Man with new costume and all. After one last attempt at creating a "Virtual World", Ock II punished Smythe, but again is ultimately defeated by "Spider-Ben". Her last appearances revolved around the return of the original Doc Ock from the grave. She has last seen as Otto's assistant in the pages of Amazing Spider-Man #430.


Spider-Man Fear Rating:   5 (out of 10)

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