In the underground lab hidden in a body shop, Otto Octavius nervously explains the details of the procedure about to commence to Alex O'Hirn. O'Hirn will be bonded to a thick titanium resin hide that will be unremovable. Hammerhead warns Norman Osborn that Octavius had better not be trying to talk O'Hirn out of it. Osborn warns Octavius that he's owed a success after the fluke that was Sandman. The process is a success, and O'Hirn dubs himself the Rhino after the inspiration of the suit's design.
Spider-Man swings through the city after a stolen car. He lands on the hood, orders one of the three thugs to buckle up, and for the one driving to pull over. He's about to comply when the third crook pulls a gun on Spider-Man. Spider-Man dodges, but ends up being thrown off when the thugs pop the hood, and when he attaches a web-line to the hood, it comes off. He manages to get back on the car's trail and webs up the engine so it stops working, and suspends the car upside-down in midair courtesy of more webs.
At the ESU lab, Eddie Brock talks about the Fall Formal with Gwen Stacy and offers to be her date when she mentions that Peter isn't going.
Meanwhile at the Daily Bugle offices, Peter Parker tries once again to ask Betty Brant to the formal. Before she can answer, Jameson interrupts and berates Parker for the photos of the car theft, saying he wants something with more action, before launching into a different underling for getting him the wrong sandwich. Peter resumes asking, to which Betty says she'll think about it. Peter of course reads too much into it and gets overly excited, telling Aunt May about how Betty said maybe after he realizes that his 10% of his Bugle earnings will barely cover a corsage. The next day, May visits the Bugle offices to talk to Betty.
Harry however, has a definite date in Glory Grant. Peter excitedly relays his maybe, when he's overheard by Flash Thompson, who doesn't believe that Peter Parker is going to the formal with someone who's "Twenty years old and hot" quoth Peter. Flash bets Peter that he shows up without a date, or doesn't show up period. Peter gladly takes the bet, with the stakes being that loser dresses as a cheerleader for Halloween. Just then, Betty texts Peter informing him that she and Aunt May are getting coffee.
Traffic is stopped as the Rhino plods to the Daily Bugle. Strong arming the guard into letting him pass, Rhino gets into the elevator with reporter Fred Foswell. Rather than taking May up on the offer of being bought coffee, Betty points out that the Bugle office has perfectly good coffee. May and Betty seem to be hitting it off, but before May can get to the point, the Rhino rams into the office, demanding he be told where Peter Parker is. Rhino reasons that since Peter takes Spider-Man's pictures, he knows how to find him.
Peter is racing to the Bugle, the only danger he's aware of being the one that Aunt May poses to his shot with Betty. When he arrives, he finds the Rhino interrogating Jameson who motions for Peter to hide unnoticed by the Rhino. May marvels at Jameson's bravery, and expresses gratitude that Peter has found good people to work with, but tells Betty that she's too old for him. This is cut short when Rhino lifts the desk the two women are hiding behind. Peter, who has changed to Spider-Man, swings in and swipes Jameson from Rhino, webbing him to the ceiling. Spider-Man demands to know what Rhino wants with Parker, but Rhino tells him that he only wants Spider-Man, and revenge for all the times he's been put behind bars. This tips Spidey off that Alex O'Hirn is the Rhino, making him wonder what the deal is with the Big Man powering up people he's encountered before. As with Sandman, Spider-Man finds himself unable to effectively hurt Rhino, leading him to try having the wall do it instead. Unfortunately, Rhino's so strong he goes right through it and plunges to the street, leaving him standing in a crater completely unharmed.
The police, led by Captain George Stacy arrive and order the Rhino to surrender. However, Rhino makes short work of the police, and is about to crush Captain Stacy with a car, when Spider-Man swoops in, saves Stacy, and draws Rhino away from the police, afraid that someone will get hurt. Rhino calls Spider-Man out for being a coward, but stops his chase to kick open a fire hydrant and stand in the spray. A truck gets in Rhino's way, and he batters it to smithereens and tosses the engine at Spider-Man, who has to save a woman and her daughter from being hit by it. Rhino finally gets his mitts on Spidey and beats him around a bit before tossing him into a sporting goods store a few blocks away. Rhino enters the store, Spider-Man tries to slow him down by rolling bowling balls at him, hoping they'll trip him up like in the cartoons, but Rhino steps right through them. This allows Rhino to make a pretty scary threat regarding Spidey's head. Spidey manages to distract Rhino with a classic "Wait!" gag, and pulls down a bunch of weights on him. Rhino bursts out, sweating up a storm, and tries getting the cap off a water bottle to cool down, resorting to breaking it over his face in anger. Spider-Man takes note of this and gets an idea.
Spider-Man lures Rhino back outside and into a service tunnel. Rhino sweats even harder down there, so Spider-Man tricks him into running into a pipe. The Rhino's horn punctures the pipe, letting a bunch of hot steam off right into Rhino's face. Spider-Man tricks him into punching open more pipes, which causes manhole covers to fly into the air topside. Spider-Man then points out that because Rhino's hide is impenetrable, his face is doing all the sweating for his entire body. The heat is too much for Rhino, and he collapses. Taking advantage of Rhino's heat induced delirium, Spider-Man gets a clue to the Big Man's identity from him.
Hammerhead meets with Norman Osborn, impressed that Osborn has managed to profit in multiple ways: he has specs for a mass-producable mercenary, and he gets the contract to build the Rhino's prison cell. Osborn however points out that people are beginning to ask questions, and recommends they lay low. Hammerhead disagrees, threatening Osborn to tell the public that Oscorp is behind Sandman and Rhino. Osborn retorts that there's no proof to link either supervillain to Oscorp or himself. Hammerhead points out that Octavius figures into the equation. Just then, Harry barges in, elated that he's made straight As, gotten a first-string position on the football team, and is taking one of the hottest girls in school to the formal. He is summarily brushed off by Norman.
Jameson is ranting about Spider-Man as usual as repairs to the office begin. Peter steps out of a closet, pretending he was hiding there the whole time. Aunt May is relieved that Peter is okay, but Betty comes clean and tells Peter that she's uncomfortable with going to the formal with someone four years her junior. Determined to make at least one thing go right, Peter asks Foswell if he's ever heard of a Lincoln who might go by the name of Big Man. Foswell tells Peter that rumors surround an L. Thompson Lincoln, but after his own investigation, he's convinced that the odd-looking Lincoln is one of the good guys. Peter isn't so sure however, and investigates himself. After taking out his guards, Spidey confronts Lincoln, who also goes by Tombstone. Spider-Man scoffs that he's not intimidated...just before Tombstone beats him down in seconds flat. Tombstone then gives a speech about how no one hero can dent the Big Man's income, but Spider-Man scares criminals off the streets unless he's busy fighting a major super threat. Spider-Man realizes this means that as long as he keeps fighting crime, bigger and badder threats will come out of the Big Man's pocketbook. Tombstone then offers Spider-Man a way out. He gets paid handsomely to do what he already does, but whenever Tombstone says, Spider-Man looks the other way and ignores a particular crime. Remembering what happened last time he looked the other way, Spider-Man refuses, and in retaliation, Tombstone calls the police. Spider-Man leaves, thoroughly frustrated, but determined to win what he now knows is a war.
At home, Peter is dejected that he now has to go to the Fall Formal alone, and therefore lose his bet. Who should save the day but Aunt May, who tells Peter that she asked Ms. Wonderful Personality, Mary Jane Watson to go. Although mortified upon discovering May planned all this, Peter soon changes his tune when he sees Mary Jane...
This episode provides examples of:
- Achilles' Heel: Rhino's armor is ironically its own achilles heel. Nothing can penetrate it, but he can't take it off. Plus it's so thick, it gives him little to no breathing room.
- Animal Motifs: "Ah, the Animal Kingdom offers many useful ideas!"
- Bad Boss: If previous episodes hadn't already established Norman as one, this line after Otto moves to stop the Rhino experiment cements it.Norman: Let it finish, Otto. You owe me a success. No more flukes like the Sandman, I need super-mercenaries I can mass-produce. No matter how many thugs we have to go through, or how many doctors.
- Batman Gambit: Aunt May, of all people, pulls one to get Peter to take Mary Jane to the formal.
- Beautiful All Along: Interesting variation. Aunt May simply described Mary Jane, when pressed by Peter, as having a "wonderful personality," and that phrase is being treated by Peter, and Harry, to refer to someone who is unredeemably unattractive, something that teenagers tend to judge others by. Luckily for Peter, he was very much delighted that not only did she have a wonderful personality as told by May, she was also incredibly attractive, so his worries were unfounded.
- The Bet: Peter is challenged by Flash to show up with pretty much anyone for the dance. Loser wears a cheerleader outfit for Halloween.
- Big "NO!": Spider-Man pretty much proves he's a hero when he lets one out when he thinks Rhino's going to fall to his death.
- Bitch Slap: Tombstone gives Spidey an absolutely epic one.
- Bruce Wayne Held Hostage: Almost happens here; the Rhino realizes that if Peter Parker knows how to get pictures of Spider-Man, then he likely knows where to find Spider-Man. Thus he came to the Bugle to kidnap or interrogate Peter Parker for where to find the web-slinger. If not for Jonah lying to let Peter escape, the situation could've ended a lot worse...
- Clingy Costume: Alex O'Hirn/Rhino's costume is fused permanently to his skin. He doesn't mind this due to how tough it makes him, but it's also the cause of his Weaksauce Weakness (see below).
- Comes Great Responsibility: If you know of Peter's origins into the rising hero in any previous media, you know what happened the last time he "looked the other way". He declines Tombstone's offer because of it.Spider-Man: I can't ever look the other way again.
- Delirious Misidentification: Rhino becomes just confused enough from overheating in the steam tunnel to respond to Spidey's tactic of pretending to be his mother and asking him about his boss.
- Do Wrong, Right: Flash to Peter when he claims that he's bringing twenty-year-old Betty Brant to the Fall Formal as his date.Flash: Come on! At least tell a good lie!
- Dynamic Entry: Rhino enters the Bugle by busting through the elevator door, destroying part of the floor, and screaming that he wants Peter Parker.
- Everyone Has Standards: Jonah is a jerk to Peter. However, he lies to Rhino, who's trying to threaten him into telling about Peter, saying all his photos come in by email and covertly gesturing at him to get away.
- Even Evil Has Standards: Tombstone isn't above letting heroes clean up the streets of crime. It's only when someone like Spider-Man meddles too deep in his illicit business that he starts taking notice, and having supervillains targeting the wall-crawler.
- Foreshadowing:
- The lab where O'Hirn is turned into the Rhino is beneath a business front called "LTL Body Shop", a hint towards the Big Man's real name.
- While fighting Spider-Man in the sporting goods store, Rhino has sweat all over his face. This is right before Spider-Man figures out his weakness.
- Genre Blindness: Lampshaded. Spider-Man initially tries to crack open Rhino's armor, which is impossible. He admits that he should've instead focused on making Rhino sweat.
- I Have Many Names: "My favorite...is Tombstone."
- Internal Reveal: Last episode, Spidey heard about the "Big Man" from Sandman. Near the end of this episode, he discovers the man himself is known as L. Thompson Lincoln.
- I Surrender, Suckers: When Captain Stacy demands to see Rhino's hands, Rhino shows them... and then grabs a piece of rubble to throw at the 5-0.
- Jerk with a Heart of Gold: J. Jonah Jameson shows his first signs of this in this episode by protecting Peter, but he still blames Spider-Man for the destruction of the Daily Bugle's offices.
- Malicious Misnaming: "Hurry up, Hippo!"
- Mythology Gag: The ending recreates the famed ending of Amazing Spider-Man #42 (Vol. 1).
- Non Sequitur, *Thud*: Rhino when he becomes so exhausted/dehydrated that he starts hallucinating. Spider-Man exploits this to learn the name of the "Big Man".Rhino: Only Mama calls me Alexander. Mama, mama... Mama, do I have to go to schoooool?
- Nothing Personal: Tombstone remarks he has no personal grudge against heroes and only antagonizes Spider-Man because he terrifies his underlings into not committing any crimes at all.
- No Sympathy: Norman doesn't care how many thugs he has to go through to get the perfect supervillain for the Big Man. He also implies that he cares even less about replacing doctors like Octavius should he fail again.
- An Offer You Can't Refuse: Tombstone offers Spidey a great deal of cash if he ignores whatever small crimes the Big Man chooses, and he can still fight other villains. Remembering the hard way that with his great power Comes Great Responsibility, he coldly refuses.
- Old Shame: In-universe. Norman regards Sandman (as powerful as he was) as a mistake since his powers weren't what was originally planned or promised.
- Overly-Nervous Flop Sweat: With a twist. Rhino gets increasingly sweaty not because he's nervous, but because his face is the only part of his body that's not covered. The trope comes into play, though, when Rhino realizes Spider-Man tricked him into entering the steam tunnel. As Rhino panics and tries to escape, Spidey turns up the heat to force him into collapsing.
- Pragmatic Villainy:
- Norman is content to cool off on creating supervillains for now because people are starting to ask questions.
- Tombstone offers Spider-Man a job—thinking he'd quite useful to his operations.
- Pun: Wait, wait, WEIGHT! [pulls a shelf full of dumbbells on Rhino]
- That Man Is Dead:Spider-Man: O'Hirn?
Rhino: Not anymore. Call me RHINO! - TV Never Lies: Inverted. Spider-Man tries to trip Rhino under some bowling balls, figuring it works in the cartoons. Rhino just crushes them with his sheer power.
- Villain Has a Point: Tombstone signals the police to apprehend Spider-Man to avoid any more fighting. Spidey is still a vigilante, so he is still breaking and entering his office, and roughing up his associates.
- Weaksauce Weakness: Justified and downplayed. Rhino is brought down by sweating because his entire body is covered save his face. Most of the episode shows this isn't a major problem for him (the worst he gets is thirsty), but being forced to run around inside the confined space of a steam tunnel is a different matter.
- What Measure Is a Mook?: Octavius attempts to fully explain to O'Hirn what's going to be done to him, which Hammerhead interprets as an attempt to talk him out of this. Norman then pointedly tells Octavius that the point of all this is to mass-produce super mercenaries and that he doesn't care how many thugs or doctors he has to go through.
- Xanatos Gambit: Norman puts his resources to work creating another supervillain for cash, but the ending reveals that Oscorp has been contracted to build Rhino's cell and has already done so with Sandman.Hammerhead: Meaning you get paid coming and going. Sweet.
