Spider-Man’s Sidekick Just Became A Version Of His Most Terrifying Forgotten Enemy

Warning! Contains spoilers for Superior Spider-Man #5!

Spider-Man has faced tons of terrifying villains over the years, from Venom to Green Goblin, but surprisingly, his sidekick Spider-Boy has just become a twisted version of Spider-Man’s scariest villain. After a visit to Peter’s lab, Spider-Boy aka Bailey Briggs is taken over by a swarm of spiders that have the mind of Otto Octavius. It’s a terrifying sight, and it’s also frighteningly similar to the forgotten Spider-Man villain, Carl King.

While Spider-Man and Doctor Octopus are off on a mission together in Superior Spider-Man #5 by Dan Slott, Christos Gage and Mark Bagely, Spider-Boy goes looking for Peter. This search for his mentor brings Bailey to Peter’s lab, where he gets attacked by a swarm of spiders that Peter has been keeping. These aren’t normal spiders, either; they are a hivemind, which, due to a mistake, have come to host the mind of Otto Octavius.

Completely taken by surprise, the swarm of spiders overwhelms young Bailey Briggs and takes over his body. This allows Otto to assert his mind over Bailey, turning Spider-Man’s sidekick into the Superior Spider-Boy. While this is already a horrifying outcome, the actual method used has an eerie similarity to another terrifying Spider-Man villain.

Doctor Octopus Has Once Again Stolen Someone’s Body

This isn’t the first time that Doc Ock has taken over someone’s body. It’s actually become kind of his gimmick over the past few years, even more so than the robotic tentacles he’s known for. Doctor Octopus infamously took over Peter Parker’s body and was the Superior Spider-Man for years. He achieved this by using a machine to swap his mind with Peter Parker’s, and now, this machine has accidentally swapped a copy of Otto’s mind into this swarm of spiders. While this doesn’t seem like the biggest threat, it’s actually a surprisingly close copy of Carl King, one of the most terrifying villains that Spider-Man has ever had.

Carl King was a vicious school bully, and he witnessed Peter Parker get bit by the radioactive spider that gave him his powers. Wanting similar powers, Carl King found the dead body of the radioactive spider and ate it. This didn’t give him the powers he hoped for, though, as his body ended up being eaten inside out by a swarm of spiders, all of whom existed as a hivemind of Carl’s personality. From here on, Carl King, now known as The Thousand, could take over the bodies of other people by eating their insides and puppeteering them with his army of spiders. The Thousand was a horrific villain, and it seems a similar fate has befallen Spider-Boy.

Spider-Man’s Ultra-Creepy Villain The Thousand Is The Stuff Of Nightmares

The good news is, there seems to be a major difference between Carl King’s and Otto’s methods of control. It’s not exactly clear how Otto seems to have taken over Spider-Boy’s mind and is in direct control of his body. Carl King’s method was much more gruesome, with him consuming the eternal organs of his hosts and essentially just wearing them as a skin suit. Carl wasn’t actually controlling them, so much as he was just mimicking them. Still, the similarities are too close to ignore, and it seems that Spider-Boy has become a twisted version of Spider-Man’s most terrifying villain, all because of Otto Octavius.