In the last page of the Clone Saga, Doctor Octopus was killed by Kaine, and was replaced by Carolyn Trainer, Otto's assistant and Seward Trainer's daughter. She took the name of Doctor Octopus in homage to her beloved mentor.
She became jealous of her father's close relationship with Ben Reilly (Scarlet Spider). She used to blackmail her way to steal her father's research on merging virtual reality and reality by stealing a serum that can cure a very sick Mary Jane Watson. She was later beaten to a pulp by Spider-Man and revealed to working with a certain "Master Programmer".
Carolyn still wanted to merged virtual reality and reality, but end up starting a war against Alistair Smythe. She hired the Looter, Override, Aura and Octavius' lover, Stunner, to aid her in battle and was successful in obtaining the data she need but was defeated again by the Scarlet Spider.
It was revealed why she wanted to merge virtual reality and reality, the Master Programmer was revealed to be a virtual copy of Octavius' mind, and with the research, she could "resurrect" the original Doc Ock. When it failed, she tried to claim the comatosed body of her father, but was captured by the police.
Some time later, an evil ninja cult named The Hand, who were working with the Rose (Richard Fisk) dug up the body of Octavius and resurrected him. Although suffering with some slight amnesia, Carolyn fed his mind with the Master Programmer data. She became his assistant but subsequently disappeared in the background.
Her latest appearance was in the Secret Wars and is using the name "Lady Octopus" to distinguish herself from her mentor.
Carolyn Trainer was created by JM DeMatteis and Angel Medina in 1995 and first appeared in The Amazing Spider-Man # 406.
Powers and Abilities
She has no superpowers, but fashioned herself with metal tentacles that are the same to that of the original Doctor Octopus' tentacles. She also developed a force field that can protect her from any damage coming from concussive blast or conventional weapons. Her tentacles can lash out even if her shield is activated. She is also an accomplished in the field of robotics, computer technology, applied physics and mechanical engineering.
After the death of her mentor in this reality, Carolyn recently took back on the mantle of Dr. Octopus again following the death of the original due to his battle with Spider-Girl and the Buzz. Bringing Dr. Jade to her side, Carolyn intended to use the anti-mugentic machiens of Dr. Ashley Jameson to create mutate soldiers for the mob. She stole the equipment and kidnapped Ashley Jameson's husband John to test the equipment. Both the Buzz and Spider-girl broke into Dr. Octopus's lab to save John Jameson, but it was to late. Dr. Octopus and Dr. Jade succeed in turning Jack Jameson back into the Man-wolf with the equipment and unleashed him on Spider-girl and the Buzz. Things took a strange turne when the Black Tarantula's personal body guards attacked the villains. Allowing Spider-girl and the Buzz to be set free. Dr. Octopus made a run from the group, but was eventually cornered by Spider-girl after she defeated Dr. Jade. Unfortantly, Doc Ock was able to defeat Spider-girl hating her for everything her father did to the original Dr. Octopus. Deciding to let Spider-girl live for now, she did vow to eventually humulate her before she died. She is currently on the run from the Black Tarantula's men. Recently, Lady Octopus freed the crime boss, Canis from prison. Hoping to aid him in taking over the criminal underworld. Spider-girl showed up and fought the two, before Ock collapse the roof on her, allowing her to escape with Canis. It was later revealed that Lady Octopus was working for the Black Tarantula and had set Canis up for the fall. However, Spider-girl traced Doc Ock down and discovered the Tarantula's true plans. She now intending to take both of the villains down. Spider-girl used her training with Elektra to fight Lady Octopus one on one. She eventually destroyed her harness and knocked her unconsious. She currently remains in custody.
Carolyn Trainer (Lady Octopus) was teased as a new character in the 2nd season of the online RPG game Marvel Avengers Alliance, she was teased, alongside Armless Tiger Man, in a teaser image that is a homage to the iconic Days of Future Past cover, with Armless Tiger Man replacing Wolverine, and Lady Octopus replacing Kitty Pryde.