Attempting a mind-wipe of all of Peter's memories to destroy the living consciousness completely, Octavius manages to delete the Daily Bugle memory. Realizing Peter would not surrender, Octavius directly engages his foe in Spider-Man's mind. After beating Peter to a pulp by breaking his spirit with the knowledge Peter was willing let a girl named Amy come close to death when Octavius was performing surgery on her with a scanner that would have detected him, Octavius declares his final victory while calling Peter unworthy to be called Spider-Man and believes that he deleted all of Spider-Man's memories. Returning to the real world, Octavius rejoices from his belief that he is free and has achieved victory over Spider-Man. But this erasure has also deprived him of Spider-Man's memories, leaving it more difficult for him to pose as Spider-Man, with some of Peter's friends (such as Carlie, Mary Jane, and J. Jonah Jameson, Sr.) questioning Spider-Man's more brutal approach. While Octavius has developed more detailed resources than Peter possessed as Spider-Man, such as creating a small army of Spider-bots and Spiderling allies to assist him, as well as helping Cyclops trap the body-hopping mutant Malice in a specially-designed containment unit, he continues to resort to more questionable methods, such as killing Alistair Smythe, and blackmailing Jameson into giving him free rein in New York by threatening to expose the fact that Jameson asked him to do this. During a series of confrontations with his former allies in the Sinister Six, he also attempted to brainwash them into becoming his new 'team', resulting in him being forced to join forces with new hero Sun Girl when the Six snapped out of his control and tried to kill him.