Lady Octopus (Carolyn Trainer), also known as Doctor Octopus II, is a supervillain appearing in American comic books published by Marvel Comics, primarily as an enemy to the superheroes Spider-Man and Scarlet Spider. The character is the protégée of Otto Octavius, the original Doctor Octopus, and assumes her mentor's mantle and an upgraded version of his tentacle harness following Octavius' death in the " Clone Saga ". After Octavius' resurrection only a few years later, she becomes Lady Octopus to distinguish herself from him, and has made minor appearances in several stories since.