This one took a lot of time to find parts, especially the tentacles. Doc's base figure is a Skrull Soldier from the Avengers line. His head is from The Amazing Spider-Man comic series line. I used Krazy Glue to hold the glasses, which came from Spider-Man 2's 6" figure, to the face. The tentacles come from Ultimate Spider-Man line's "Tentacle Attack Doc Ock". I needed something that I could pose.

On the front, I used Aves to sculpt a belly and belt. On the back, I drilled a larger hole in his upper back. I used half of the 3.75" Doc's backpack, stuck the 4 tentacles in there and used Aves to hold it all in place. It's not that pretty but it is clearly effective.

Using some Testors Model Master acrylics, his costume was given a green and yellow color scheme. The tentacles were painted with a silver gloss. What you see is the end result.