Who the Clix? Lady Octopus

Who the Clix? is a series of articles featuring information on comic book characters that have been made into figures for the popular tabletop game Heroclix. These articles are meant to help Heroclix players learn more about the characters behind their favorite pieces.

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Appearances in Heroclix: Earth X
First Appearance:  Amazing Spider-Man #406
Team Affiliations: Sinister Syndicate
Created By: J. M. DeMatteis and Angel Medina

Carolyn Trainer, daughter of Seward Trainer, grows up to become a student and admirer of Doctor Octopus. When Doc Ock is killed by Kaine, Carolyn is enraged and becomes determined to replace the villain. She is able to obtain a similar harness and tentacles with an added personal force-field that allow the tentacles to pass through it while protecting her. She calls herself Doctor Octopus and begins a campaign to steal her father's research that allows a human mind to enter cyberspace via virtual reality.

She soon learns that her father is being protected by the Scarlet Spider and becomes incredibly jealous. She feels that they have a familial bond that she never had with her father and lashes out, stealing a serum that can cure Mary Jane Watson and trying to use it to blackmail Trainer into handing over his research. Peter Parker, still operating as Spider-Man, mercilessly attacks Lady Octopus before retrieving the serum and learning that the villain is working for the “Master Programmer.”

Determined to please her master, Carolyn continues attempting to obtain advanced technological components. This leads her to a gang war against Mr. Tso, who himself is working for Alistair Smythe. She uses the Looter, Override, Aura, The Pro and ultimately even the Stunner in this crusade, eventually succeeding in gaining the technology. Unfortunately, she is then quickly defeated by the Scarlet Spider.

It is then revealed that the Master Programmer is actually a digital copy of the original Doctor Octopus' mind. Carolyn intended to use the stolen technology to effectively resurrect Otto by giving the digital files a physical body. With this plan a failure, she attempts to recover her father's body, which is comatose after being separated from his mind by the Master Programmer, before she is arrested.

After escaping custody, Carolyn is able to achieve her original goal. Working with the Hand, who are hired by the Rose, they dig up Octavius' corpse and resurrect it. Doc Ock's mind has large gaps in it that Carolyn fills in by transferring the Master Programmer's files into his mind. She gifts him her tentacles before joining him as an assistant and quickly being forgotten in the background.

During the Secret War between Nick Fury and Latveria, Carolyn is given a new suit of armor by Lucia von Bardas and uses the name Lady Octopus for the first time. She joins the new Hobgoblin in an assassination attempt on Captain America, only to be defeated. They fall back to the docks and rendezvous with a number of other villains only to battle Spider-Man, Captain America and the Fantastic Four. Lucia activates a fail safe device that turns all of the villains' armors into a massive bomb. While Lucia's plan is ultimately thwarted, all of the villains end up hospitalized with severe injuries.

From here, Lady Octopus is relegated to a gun for hire. She is among a group hired by Walter Declun to protect him from the Black Panther and Fantastic Four. She also goes on a rampage in New York City shortly before the siege of Asgard, only to be stopped by Mockingbird and Ronin. She is among the “animal-themed” heroes and villains captured by Taskmaster and Black Ant for Kraven the Hunter's Great Hunt.

She later joins an all female version of the Sinister Syndicate led by the female Beetle, Janice Lincoln. This new group attacks the F.E.A.S.T. building in order to go after a mostly reformed Boomerang. Boomerang is indignant, claiming that he created the Sinister Syndicate name. Lady Octopus corrects him that they dropped the “Sinister” and are now just calling themselves the Syndicate. Spider-Man attempts to help Boomerang fight the Syndicate only to accidentally set off a gaserang, giving the villains enough time to abduct Boomerang. Soon, Mayor Fisk sends a tactical squad to Syndicate headquarters to demand Boomerang. Spider-Man and the Syndicate both fight against Mayor Fisk's forces, before Spider-Man is able to rescue and release Boomerang. The Syndicate is ultimately defeated and placed in police custody. Just as quickly, their transport is attacked and they are freed by an unknown benefactor.