With his mind having taken over Spider-Man's body, Octavius gains possession of all of Spider-Man's memories, powers, abilities, and equipment, although he loses access to Spider-Man's memories after apparently removing his foe from their shared mind. As a way to reaffirm his perceived superior mind, he tinkered with the original Spider-Man costume, adding some carbonadium plating over his neck and skull, talons on his hands and feet, split-toed footwear fashioned as jika-tabi shoes, a slightly different, more imposing spider-motif on his back and enhanced lenses in his costume, with HUD and tracking abilities.