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After his second encounter with Doctor Octopus, in which he is brutalized by the fallen scientist, Spider-Man realizes that he, as Peter Parker, had helped to design the neural interface allowing Otto to control his new robotic tentacles. Acting quickly, he makes his way to Otto's old lab, and utilizes the materials and lab equipment to help him craft this new suit in order to defeat Otto. The new suit allows Spider-Man to best Doctor Octopus and finally defeat him, but not before the suit is badly damaged during the fight.
The suit is later repaired for regular usage.
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