Waaay back in the 90's when Ben Reilly was wearing the Mantle of the Spider...and Poor Ol' Doc Ock had shuffled off this mortal coil for the...erm...FIRST..time, Carolyn Trainer decided that it was time she came to bear arms!
Originally obsessed with Doc Ock, she was shattered with grief at his passing (she should have realized he was a Marvel character and therefore bound to come back at some point!!) and decided to take vengeance on Spider-man ( Obviously not realizing it was the WRONG dude!)
And just think...Doc Ock was happy to settle for Aunt May instead!!! And he calls himself Superior...Ha!!!
Still needs a bit of detail adding when the paint hardens - and smoothing off in areas - but apart from that, full body repaint, sculpted hair,'headband' and a set of Ocky-arms.