- Dr. Octopus: I will not be weak.
- Norman Osborn: Otto, get up...
- [Octavius grabs Osborn with one of his mechanical arms and flings him to the wall]
- Dr. Octopus: Silence, you imperious moron!
- Spider-Man: Whoa, there, slinky! Mr. Osborn here helped save your life!
- Dr. Octopus: You!
- [Octavius grabs Spider-Man and does the same]
- Spider-Man: For the record, I helped save your life too.
- Dr. Octopus: Do not insult my intelligence, *hero*. You tracked me down and tried to destroy me! As I knew you would.
- Spider-Man: Destroy you? Pal, I don't even know you.
- Dr. Octopus: Oh, but I survived. And more to the point, I have improved. I am now one with my arms. Oh, you failed, Spider-Man! And your failure has given me new life.
- [Octavius releases Osborn]
- Norman Osborn: Otto...
- Dr. Octopus: Otto Octavius was weak. Call me... Doctor Octopus!
- Spider-Man: Look, Doc, you thought this through? The next Spider-Man who finds you under a pile of debris might view this as a cautionary tale.
- Dr. Octopus: Glib does not equate with clever, Spider-Man.
- Spider-Man: Yeah, well, the ration of arms to sanity hasn't exactly been established either.
- Dr. Octopus: Do you ever shut up?
- Spider-Man: Sorry, no. My fans expect a certain amout of quippage in every battle.
- Dr. Octopus: I cannot believe I once lived in this anemic hovel. Well, no more. And no more, "Yes, Mr. Osborn. I'm sorry, Mr. Osborn. Please, Mr. Osborn." How I groveled before that man. But soon the whole world shall grovel before the genius that is Dr. Octopus.
- Norman Osborn: Now, run your experiments like a good Dr. Octopus.
- Dr. Otto Octavius: Mr. Osborn, please, I've told you. That name is so... demeaning.
- Dr. Octopus: [after taking Liz hostage] I should have seen it sooner, Spider-Man. You're weak. You can't bear to see anyone hurt.
- Spider-Man: I could learn to make an exception.
- [runs toward him]
- Dr. Octopus: [while leaping on top of a carnival ride] And your meager thought process is so transparent. "Stall until his power runs out." But this pack has another hour of juice at least. And think of all the damage I can do in one hour. Starting with the girl.
- [carries Liz to the top of a roller coaster]
- Dr. Octopus: Choose! The device or the girl.
- [uses his tentacles to break a hole in the tracks. He then hangs Liz on the edge of the hole just as the roller coaster approaches]
- Spider-Man: [swings the device around] You want it?
- [throws it]
- Spider-Man: Then fetch!
- [Dr. Octopus goes after the device]
- Liz Allan: [as the roller coaster approaches] Help! Help! Somebody!
- [her hands slip just before the roller coaster rolls over her. Spider-Man leaps to catch her]
- Spider-Man: [while swinging her to safety] Subway to Coney Island, two bucks. Riding turbulence, six. Saving Liz Allen, priceless.