"Alright, Mr. Sysevich," Professor Stillwell called out to Alexi, who was in a plastic tube with several pieces of metal armor lining the walls around him. "Are you ready?"

"Ready." Alexi replied, fidgeting in the tube.

"I should warn you now that once the process is complete, there is no reversing it." Stillwell told him. "This armor will fuse to your skin entirely. You will never be able to take it off."

"Is it me, or is your boy trying to talk my boy out of it." Hammerhead remarked to Osborn.

"Just letting him know what he's in for." Norman replied. "We don't want a rogue element on us, now do we?"

"Yeah, yeah." Hammerhead replied dismissively. 'Listen, Alexi, you'll be tough, that's all that matters. Tough enough to beat you know who."

"Then what are we waiting for?" Alexi asked.

"You heard him, Professor." Norman told him.

Stillwell nodded as he pressed a few buttons on his console. The tube closed up as a liquid metal was poured inside. It fused the metal plates together and onto Alexi's body, causing him to cry out in pain. Stillwell looked towards an emergency shutoff button on the console, but a glare from Norman quickly diswated him.

"Let it finish, Professor." Norman told him. "You owe me a success after the Sandman debacle. I need super mercenaries I can mass produce, no matter how many thugs we have to go through. Or how many doctors."

"Of… course." Stillwell replied as the process resumed.

Finally, the process was completed. The liquid metal fused the metal plates together, creating a massive suit of armor with an armor that had glowing eyes and a horn at the nose.

"What's with the jungle get up?" Hammerhead remarked.

"I've come to find that the animal kingdom offers quite the variety of useful ideas." Stillwell replied. "That armor is a part of him now. A thick, impenetrable hyde. The horn of top provides offensive capabilities, making him unstoppable."

"Well done Professor," Norman commended. "This is work I find satisfactory. I'd say even your Mr. F-"

"Ixnay!" Hammerhead snapped. "I told you, we don't use the "F" word. Call him the Kingpin!"

"What's going on?" Alexi asked.

"Mind your own business!" Hammerhead told him.

"Very well," Alexi replied, tearing his way out of the tube.

He then charged towards a wall in the lab, plowing right through it like it was made of cardboard.

"Time for the Rhino to put the hurt on Spider-Man!"

Rhino then charged through the streets, overturning several cars along the way.

...

The next morning, a police car was chasing after a car full of crooks who had just robbed a convenience store. As the car rounded the corner, Spider-Man swung low, more than annoyed by the disturbance.

"You know, I was swinging through the city on my way to school, and you know what I was thinking? That I needed some lowlifes breaking the law that would make me late."

Inside the car, the crooks were delightfully counting their ill gotten money.

"Man, there's gotta be two thousand here easy." one crook delighted. "And we just need to ditch the cops to enjoy it."

"It's not the cops I'm worried about," the driver replied. "It's Spider-Man."

"You kiddin?" a third one remarked. "Spidey's too busy fighting big bads to worry about us."

"Tada!" Spider-Man let out, landing on the hood of the car. "Say my name, and I magically appear."

"Spider-Man!" the first crook let out, pulling out a gun and shooting at him through the windshield.

Spider-Man was able to dodge every bullet as the glass was filled with more and more holes.

"Hey, watch it," the second crook yelled. "This is my mom's car!"

"And I'm sure she'd be mighty disappointed in you," Spidey remarked, leaping inside.

He kicked the driver unconscious and knocked the gun out of the first crooks hand. The third crook pulled out a knife and tried stabbing him, but Spider-Man just caught the hand and punched him aside before webbing the brakes down. This caused the car to skid to a stop before flipping into the air. Thinking fast, Spider-Man leapt out and webbed up the car midair, leaving it dangling for the cops.

"These guys never make it easy," Spider-Man noted, swinging off. "Still, might have a chance to make it on time for once."

After finally reaching Midtown High, Peter rushed through the halls towards his class.

One of the major disadvantages of being a superhero is that it is killer on your perfect attendance record. Today though, it may be cutting it close, but I could feel that this would be the start of turning things around.

Just as the bell started to ring, Peter threw open the door, much to the surprise of the teacher and his fellow classmates, and his teacher. He made it to his spot and took his seat just as the bell stopped ringing.

"Made it," Peter declared as everyone started looking at him. "What?"

"That bell, Mr. Parker, is for the end of class," his teacher told him. "You're an hour late."

Or, maybe not.

Peter looked out at his watch, seeing that it had stopped, and immediately facepalmed. He just picked up his bag and prepared to walk out.

"Mr. Parker," his teacher called out. "A moment, please."

Peter sighed in response before turning around.

"Professor Warren," Peter spoke up. "I'm sorry for missing class. I was on my way, but-"

"Peter, I don't want to hear excuses. I'm merely worried about your performance in class lately. You possess the greatest mind I've ever had the honor of teaching, but your grades are starting to decline. You're missing class more and more, and you always show up exhausted."

"I know, Professor Warren. I am trying."

"Trying isn't your problem. I know things have been difficult for you since your uncle died, but I won't want you to sacrifice your education as a result."

"I understand Professor Warren."

"I certainly hope so. All the same, I'd like to assign you an extra assignment. Perhaps it can help you make up some of your grade."

"I… guess that could be alright."

I said assuming I could find anytime to actually do it.

"It will be on the adaptations of creatures in their environments, as well as the benefits and detriments of these changes."

"I'll get right on it sir."

"I hope so."

Peter walked out of the classroom, mentally kicking himself for everything that happened.

During lunch, Peter nestled himself in the library, trying to get some research done for his paper.

"Many creatures have developed unique traits to help them adapt to their unique environments," Peter read off. "For example, the Eastern Black Rhinoceros had a thick layered skin that protects it from sharp grasses and thorns."

Peter set the book aside and rubbed his hands against his face in frustration.

Yeah, one thing I never considered when starting this superhero thing is the toll it would take on my studies. Seems the more I save the city, the more school becomes less of a priority. I knew ditching my duties as Spider-Man was out of the question, but the validity of certain responsibilities of Peter Parker was being called into question…

After school let out, everyone began rushing out the door, with Peter moving slower than others. He was so deep in thought, he wasn't aware of Flash and Kenny in one of the second floor classrooms with a bucket full of water balloons.

"There's Parker," Kenny pointed out.

"Perfect," Flash replied, grabbing a water balloon. "This has been long coming. When we're done, he'll be a shivering wet rat… I mean, more than usual."

As Peter continued walking, his spider sense started going off, alerting him to the attack. He nonchalantly knelt down to tie his shoe just as the first water balloon was thrown, missing him completely.

"Dude…" Kenny let out. "You missed."

"Dumb luck," Flash replied, grabbing another baloon. "The geek's full of it. Hey, Parker!"

Peter looked up as Flash threw another water balloon, prompting him to roll out of the way. Peter then got to his feet and leapt around several other water balloons, dodging them easily. Flash threw one more as Peter easily moved out of the way, causing it to land at the feet of another student as a crowd began to form.

"Whoa," Rand let out, watching the scene. "Check out Parker."

Peter looked around at the students that began to observe, all of them in awe of the skills Peter displayed. While under other circumstances Peter would welcome the attention, this did pose a threat to his secret identity.

Another downside to keeping the most awesome part of yourself hidden from the world, it often makes you a human punching bag.

Peter let out a sigh of defeat, knowing what he had to do.

"Come on, Quarterback!" Peter called out. "Can't you complete a single-"

Peter was then cut off by a barrage of water balloons hitting Peter in the face, much to his annoyance and the amusement of the crowds. Everyone began laughing as Flash set up another balloon to fire. Peter braced himself for another hit, but before Flash could throw it, Gwen stepped in front of him and blocked the shot, much to Flash's annoyance.

"Move, geekette! Or your next!"

"Oh please," Gwen responded. "You don't have the game for it. If you could hit a target under pressure, would we have lost to Bronx Tech? You choke like a cat with a hairball."

A series of "ooh's" erupted from the crowd, infuriating Flash as he prepared to throw again. Before he could, a pair of arms wrapped around Peter and Gwen, which pulled them into the protection of Rand.

"Dude, want some aloe vera for that burn?" Rand remarked as he walked off with Peter and Gwen. "Come on, Einsteins."

As they departed, Flash squeezed the water balloon he was holding so hard it burst open on top of his head, causing Kenny to chuckle in response.

"Well that was embarrassing," Peter remarked as they rode the bus to Oscorp.

"What? Your need to get humiliated for no good reason? Probably."

"Well, what was I supposed to do? Tell him to knock it off? Like that would've worked."

The bus arrived at its destination as the two departed and walked towards the building.

"Anything would've been better than just standing there and taking it."

"Standing there and taking it is nerd survival 101. Besides, I've got bigger things to worry about then Flash."

"Yeah, heard you got a bit of a talking to from Professor Warren. Maybe you need to cut back on taking Spidey photos for a while."

"I can't, it's important. School on the other hand…"

"Peter Benjamin Parker, please tell me you're not considering dropping out of high school."

"Well, why not?!" Peter began ringing the water out of his shirt. "All it's gotten me lately is a handful of tardy slips, enough stern talking to's to last a week, and made me smart enough to be Flash's drenching boy-"

"Enough! I am not letting you throw away your future."

"Some future."

Gwen puts a hand on his shoulder.

"Things will get better. You just gotta stick with it."

Gwen then started heading inside the building. Just before Peter left, his cell phone started ringing. Seeing it was Aunt May, he answered it.

"Uh, hey Aunt May."

"Hello Peter. Anna Watson and I were just having coffee in the city when her niece, Mary Jane arrived. From what Anna has told her, she's quite interested in meeting you."

Me having coffee with "Ms. Wonderful Personality?

Peter shivered at the thought.

"Uh, I'd love to Aunt May, but I… have a check to pick up at the Bugle."

Suddenly, a thought came into Peter's head.

"Actually… think you could meet me there? There's… something I kinda wanna talk to you about."

"Oh, sure. I'm just about wrapped up with Anna anyway, so how about I meet you there in about half an hour."

"Meet you there. Love you."

"Love you too, Peter."

Peter hung up the phone and was about to head off when a man in a delivery uniform approached him.

"Hey kid," He said, handing Peter a box. "I got the last of the equipment for that doc's latest dodad."

"What?" Peter replied. "But I-"

"It goes to Lab 13-B."

The man just walked away, leaving Peter confused and annoyed.

"Great," Peter remarked. "From water boy to delivery boy."

Reluctantly, Peter carried the box inside the building towards the lab, grumbling the entire time.

"Great, just great. I'm not good enough to keep on as an intern, but I'm good enough to carry stuff around for them. This is just-"

As he entered the lab however, he tripped over one of the cables and fell, dropping the box. Before it could hit the ground though, something reached out and grabbed it just in time. Peter looked up to see the thing that caught it was some kind of black claw with four pinchers on it attached to what looked like a black metal tube. He was about to freak out before he realized his spider senses weren't activated, meaning they were not a threat. The tube retracted, revealing itself to be part of a set of four attached by a rudimentary metal harness to a man wearing goggles and a lab coat with slightly balding hair and a headset.

"Sorry about the mess," the man apologized. "The lab's a bit of a wreck at the moment. Still moving in."

"It's… alright," Peter replied, still in awe of the metal arms as he got to his feet. "Uh… nice… whatever those things are."

"Ah, these." He gestured to the metal arms. "I call them my 'smart arms'. They're actually an experimental prototype for a new generation of prosthetics."

"Really? Kinda advanced for that, don't you think?"

"That's the idea. With regular amputees, they'd have to adjust to how their lives were before the loss of their limbs. With these though, they can become even more. They're still in the testing phase though, so for now, they serve as my lab tools. They allow me to multitask, operate complicated machinery, as well as handle hazardous material from a safe distance."

"Cool. I'm guessing they operate off of some kind of neural interface?."

The doctor looked up, mild surprise on his face.

"You know your stuff. Yes, they operate off a mental link. Capable enough as it is, I'm planning for an advanced neural interface, that will allow people to operate the arms as well as their own limbs."

"That's pretty ambitious."

"Ambition is the means by which true knowledge can be obtained."

"Right. Figures you'd know Applied Sciences to the Modern World."

"Well considering I wrote it, I should hope so."

Peter was taken aback by that.

"Wait a minute… you wrote that? You're Dr. Otto Octavious?"

"Last I checked, yes. And you are?"

"Uh… Peter. Peter Parker." he quickly shakes his hand. "It's an honor to meet you, sir."

"Parker, huh? I believe Norman mentioned having a Parker on staff for a short time. You worked with Dr. Connors before he resigned, right?"

"Uh, yeah. That's me. Wait, Mr. Osborn mentioned me?"

"He did indeed. A brilliant scientist that he hopes to snatch up for his company once you graduate."

"Wow… that's high praise."

"He sees high potential in you. I'm sorry to hear things didn't work out for you here."

Peter just gave a shrug.

"Don't be. I'm used to stuff not going my way. It's just typical Parker Luck."

"Well, I don't believe in luck. I believe that if you want something in life, you strive to achieve it, no matter what obstacles life throws your way."

Otto paused for a moment, before perking up with an idea.

"Since you're familiar with my work, you probably know about my wife's fields of study as well, right?"

"Oh, yeah. Ms. Octavious' papers on sustained fusion are incredible."

"Well, she and I are working on a little project together here at Oscorp. Despite my apparent ambidexterity, we are a little short handed. How would you like to work with us on it?"

"Wait, are you offering me a job?"

"Well sort of. It'll be like the internship you had with Connors before. A few hours after school, helping us get things ready."

"You might not even have to worry about the school part."

"Why's that? Thinking of dropping out?"

"Yeah, kind of. I mean, with brains like ours, we really don't need it, right?"

"Wrong," Otto replied, causing Peter to step back in shock. "Intelligence is not a privilege Parker, it's a gift. It must be nurtured, and used for the betterment of mankind."

Otto's words seemed to resonate with Peter, giving him a moment of pause.

"That… that honestly makes a lot of sense."

"I should hope so. I'll still offer you the position, but only if you agree to stick with your studies."

"I see… think I could have some time to think it over?"

"Of course," Otto hands him a card with one of the metallic arms. "Just contact me when you've made your decision."

"Thank you," Pete replied, turning to leave.

At the Daily Bugle, a security guard was reading a newspaper when a large shadow fell over him.

"I am here to speak with Mr. Jameson," A Russian voice informed.

"Sir, no one enters the Bugle without a pass-" the guard replied, looking up and seeing the massive figure of the Rhino looking down on him.

"Make an exception."

In the elevator, one of the reporters for the Bugle, Fredrick Foswell, was going up to the Bugle when the elevator doors opened up, allowing Rhino to enter.

"Hit twenty two please," he requested. "Large fingers, they are no good with little buttons."

"Uh… t-twenty twos already pressed," Foswell replied. "So… you heading up to the Bugle?"

"Dah." Rhino turned to Foswell suspiciously. "Your name wouldn't be… Parker, would it?"

"No. No. and furthermore, NO!" Jameson insisted.

"Come on, JJ," Eddie Brock insisted. "You hate Spider-Man more than anyone. I figured you of all people would want a look into his true identity. You know, see the face behind the mask."

"And what happens if that face belongs to Joe Schmoe? All you'll do is make the webhead into a regular guy! And who wants to see pictures of a regular guy?!"

"Come on, Jameson."

"Forget it Brock, the answer's no. Now get out of my office!"

Brock just sighed as he walked out, his general attitude not going unnoticed by Betty.

"I'm guessing your little pitch didn't go over well?" She surmised.

"Man's more concerned with dollar signs than finding out the truth. I tell ya, sometimes, guys like that make me want to-"

"Excuse me."

The two look up to see May walking towards them.

"Hello there," Betty greeted. "Can we help you?"

"I'm May Parker, Peter's aunt," May introduced. "He was supposed to meet me here. Is he here by chance?"

"Haven't seen him," Brock admitted.

"I suppose he must be running late," May assumed.

At that moment, the elevator door dinged, and the Rhino came charging out, tearing through the door itself.

"Bring me Peter Parker!" he yelled.

Instantly, the Rhino began destroying the place. Smashing desks, punching support columns, and stopping his foot so hard it created several cracks in the floor.

"What does that man want with my nephew?" May questioned.

"Ask Peter later," Betty insisted, ushering May to hide with her under a desk.

Brock meanwhile, turned towards the Rhino and moved towards him.

"Hey, what's your beef with Parker?"

"Will lead me to Spider-Man," Rhino replied. "Then I crush him."

"Don't think so."

Bruck tried punching Rhino in the face, but he just grabbed the fist and threw him into a wall, knocking him out.

Just outside the building, Spider-Man swung towards the Bugle and into a supply closet, where he began changing back into his civilian clothes..

"Ditch school, have more time to help Aunt May. Stay in school, work with two of the greatest scientific minds of all time. Man, this isn't gonna be easy to explain to Aunt May."

Back inside the newsroom. Jameson came storming out of his office and walked towards the Rhino.

"Listen pal, I don't know who you think you are, or even, what you think you are, but I'm giving you seventeen seconds to write me a check for these damages or-"

Rhino cut him off by grabbing him by his tie, lifting him into the air as Peter opened the closet door to see what was going on.

"I mean, uh…"Jameson replied nervously. "How may I be of service?"

"Bring me Peter Parker… Now."

Jameson looked nervous before seeing Peter in the back closet.

"Parker… uh, never heard of him."

"Don't be playing dumb with me! Parker is photographer! Takes pictures of Spider-Man!"

"Oh! That Parker!" Jameson quickly recovered, motioning Peter to get back in the closet. "Never met the guy in person to be honest. Only makes contact by email."

"What a sweet man to protect my nephew like that," May commended. "I'm glad Peter's found such nice people to work with."

"Peter's a swell guy, that's for sure," Betty agreed.

Angrily, Rhino tossed Jameson aside and picked up a desk, lifting it overhead.

"Are you thinking me stupid?!" He yelled.

"Well I mean, you are dressed stupid."

Rhino turned to see Spider-Man climbing in through a window and webbing him in the face. This caused Rhino to drop the desk and prompt Spider-Man to swing in to catch Jameson.

"So what is it with animal themed wackos trying to wreck this place, JJ?" Spidey asked as he clung to the ceiling.

"Quick gocking and put me down you web headed-!"

Spider-Man then proceed to drop Jameson before firing a web at his backside, slingshotting him up and sticking him to the ceiling so Spidey could web him.

"It's for your safety, Picklepuss."

Jameson growled in response as Spider-Man leapt down to the ground.

"So, what do you want with Parker?" Spidey asked as Rhino tore the web from his eyes.

"You. Just you. And revenge for your constant captures and humiliations of me!"

"Wait. I know that accent… Alexi?"

"No more Alexi Syscevich!" Rhino declared, lifting a desk over his head. "I am the Rhino!"

Rhino then tossed the desk at Spider-Man, prompting the webhead to leap over it as it crashed into JJ's office.

"Hey, watch it! Glass doors are expensive!"

Spider-Man ignored him as he shot out two web lines and pulled on them hard, launching him into Rhino's chest. Unfortunately as soon as he made contact, he came to a sudden stop as Rhino swatted him to the ground. Spidey collided hard as Rhino's fists prepared to come down on top of him. He quickly rolled out of the way and tried webbing his hands together in a thick web cocoon. This did next to nothing as Rhino tore through it with ease.

"Your puny webbing's no good anymore."

"Terrific."

Well this was certainly an interesting development. First Marko became Sandman, and now this. Had to wonder what was coming next. Flash Thompson turning into the Belligerent Bug Zapper? Not that I'd mind wailing on Flash, but still.

As Rhino brought his fists down on him, Spider-Man quickly leapt out of the way before landing on a collum and bouncing off of it. He tried aiming for Rhino's exposed face, but Rhino just grabbed Spider-Man's leg and tossed him aside. As he collided with the wall, he quickly grabbed a nearby fire extinguisher off the wall and leapt back towards Rhino. He tried smacking him with it a few times but Rhino just grabbed it and tried punching him again. This time, Spider-Man leapt over the fist and shot off of Rhino, quickly kicking him across the face as he did so. Rhino easily squished the fire extinguisher in his hand, causing the foam inside to spill out, before charging after him.

"If I can't stop this guy," Spidey remarked, flipping onto the back wall of JJ's office. "Maybe two feet of concrete will."

Spidey motioned Rhino to come at him, opting the supervillain to charge right at him. Spidey quickly flipped up higher on the wall as Rhino charged right through it. As he came out the other side, Rhino started plummeting to the street below. Thinking fast, Spider-Man shot two web lines down at Rhino, trying to slow his fall. They seemed to do nothing as they snapped under Rhino's weight, allowing him to continue to plummet to the street below as police cars began to arrive. He hit the ground hard, cratering the street and sending a massive shockwave that overturned several oncoming cop cars.

As the smoke cleared, Rhino was standing in a massive crater in the street, completely unharmed. Spider-Man looked down at the sight in disbelief.

"You have got to be kidding me."

Down on the ground, more police started to arrive, including Jefferson Davis and Captain Stacy.

"Attention Rhino!" Captain Stacy called out via megaphone. "Lay down on the ground… in your crater, and keep your hands where we can see them!"

"See them now?" Rhino asked before grabbing a chunk of debris and tossed it towards them.

Just before the debris hit him, a web shot out and swung it out of the way. Jefferson and Captain Stacy turned and saw Spider-Man landing on a street lamp.

"You two alright?" He asked.

"Just fine," Jefferson insisted. "Guessing this is one of yours."

"Something like that. Tell your people to pull back and let me handle this."

"We don't take orders from you!"

"Doesn't mean he's wrong," Captain Stacy responded before turning the megaphone back on. "All units fall back!"

"Thanks Captain," Spidey replied before swinging off. "Mind if I borrow this?"

He quickly webbed the megaphone and whipped it into his hands before landing on one of the cop cars.

"Hey!" Spidey called out into the megaphone. "On behalf of the people of New York City and real rhinos everywhere, I'm gonna have to ask you to put your mechanized paws in the air!"

"No! Rhino yelled. "I crush you! I kill you! I destroy you!"

"So, you want me to come down there, just so you can kill me?"

"Basically."

"I'll be right down."

Spider-Man then tossed the megaphone back to Captain Stacy before leaping towards Rhino as the supervillain charged at him. Spider-Man easily leapt over the punch and leapfrogged over his head, landing behind him and webbing a nearby manhole cover. Rhino quickly turned around and charged right back at him, prompting Spider-Man to leap into the air and swing the manhole around before striking Rhino across the face with it. As Spider-Man landed, he swung the manhole at him again, but this time, Rhino caught it in his hand, crushing it.

"Oh shit."

Rhino then yanked on the web lines, pulling Spidey off his feet and swinging him around in the air before tossing him aside. Spidey collided hard with the side of a nearby truck, denting it as he groaned in pain.

"I am seriously missing Flash Thompson's water balloons right now."

He looked up just in time to see Rhino charging at him, prompting him to leap upwards as he rammed into the truck.

"That the best you got?" Spidey quipped. "I know old geezers that hit harder than you!"

Rhino just growled before leaping up and trying to bring his fists down on him. Spider-Man quickly leapt out of the way and began swinging away, prompting Rhino to pursue.

"At least I am standing ground! Even old Alexi never ran from a fight!"

The only reason I'd be running is to make sure no innocent bystanders get hurt. Needed to keep the fight isolated to minimize the collateral damage. Problem is, how do you find isolated in a city of eight million.

As Rhino continued running, he kicked a nearby fire hydrant, sending it flying towards Spider-Man. He quickly swung up over it, letting it zip past him. He quickly shot out a web to catch it and hurl it back at Rhino. Rhino easily batted aside without missing a beat in his pursuit. Thinking fast, Spider-Man swung around the corner and saw a truck driving down the street. He leapt down to it and tapped on the window, prompting the driver to roll down the window as Rhino came running up.

"Hi there," Spidey greeted. "Need to borrow your truck. Sorry."

Spider-Man snagged a webline on him, sending him flying out of the car and onto the street. Spider-Man then webbed the gas pedal down and steered the truck towards the Rhino, who simply continued to charge forward. Rhino plowed right into the truck, smashing it and sending Spider-Man flying forwards, tumbling onto the street. Rhino smashed down hard on the hood of the truck and tore out the engine. He spun around and tossed the engine at Spider-Man, prompting him to leap out of the way. As he did so, the engine collided with a nearby wall, causing debris to rain towards a mother and her child. Spider-Man saw this and quickly zipped over to them, shooting out a massive web net to catch the debris before it could hit them. Once he was sure that the debris was secure, he turned to see Rhino charging right at him.

"Get out of here!" Spidey insisted, causing the two to run.

Once they were out of danger, Spider-Man started climbing upwards out of the Rhino's way. As Rhino plowed into the building, the wall started to crumble, causing Spider-Man to lose his grip and fall to the ground. Before he could pick himself up, Rhino grabbed him by the ankle and began repeatedly slamming him on the ground. Finally, Rhino spun Spider-Man around before tossing him into the air. Spider-Man went sailing before crashing through the glass front of a sporting goods store, hitting one of the shelves hard before finally landing on the ground.

"Ok… ow…" Spidey wheezed.

Spider-Man looked up and saw Rhino charging for the store, tearing through the front door like it was made of cardboard. Looking around frantically, Spidey caught sight of a shelf of bowling balls. He promptly shot a web at it, knocking the shelf over and sending the bowling balls rolling towards Rhino.

"This always works in the cartoons," Spidey noted as the bowling balls rolled over, only for Rhino to crush them under his feet. "Television so cannot be trusted."

Before he could get back up, Rhino kicked him in the stomach, knocking him across the ground. As he came to a stop, Rhino stood over him, a foot raised.

"This has been fun," Rhino remarked. "Now I crush your head like bowling ball."

"Wait! Wait! Wait!" Spidey called out.

"What?" Rhino asked as two web lines were shot behind him.

"Weight!" Spidey let out, pulling down the shelves behind him and leaping out of the way.

Spider-Man landed on the wall as Rhino shoved the shelves off in a rage.

"Man, this guy just won't go down. Alright, think Spidey, think. How to stop a charging rhino?"

That's when realization hit me. My studies on rhinos earlier showed me that their skin is practically impenetrable… but that just might go both ways."

As if to prove him right, Rhino went over to a shelf of sports drinks and grabbed one, crushing it open over his face to get a drink. Instantly, Spider-Man shot a web out at Rhino's drink, slinging it out of his hand.

"Ok, breaks over!" Spider-Man announced.

Spider-Man then leapt towards the back wall, motioning Rhino to come at him. Rhino obliged, charging at full force. Spidey quickly leapt over Rhino, allowing him to plow through the wall and emerge outside. Spider-Man quickly landed, shooting out two web lines that snagged a dumpster in front of Rhino. He pulled hard, tugging the dumpster forward and toppling it onto Rhino. Rhino then tore the dumpster in half, looking around for Spider-Man.

"Over here!" Spidey called out from an open grate. "Let's play follow the leader!"

Rhino smirked, running towards him and leaping down the grate.

"Think you can hide from me down here?" Rhino taunted.

"Who's hiding?" Spidey remarked from the ceiling. "I was just looking for a place to go for a run."

Spider-Man then started running along the ceiling, prompting Rhino to give chase. Spider-Man quickly leapt off the ceiling and onto a wall of pipes as Rhino approached. He quickly leapt off and over Rhino, causing him to run right into the pipes, with steam shooting right into his face. He cried out in pain before pulling his head out, sweat pouring down his face.

"What's the matter Alexi?" Spidey jeered. "Feeling a little hot under the collar?"

Enraged, Rhino darted towards him and tried to punch him, only for Spidey to leap off and Rhino to puncture the pipe.

"What… have you done?" Rhino demanded charging at him again.

"Not me, horn head," Spidey corrected as leapt off a pipe just as Rhino punched it. "This is all you. I just made the mistake of trying to crack open that metal hyde of yours."

"Can't do that…" Rhino replied, his movements starting to slow. "They said… armor was… impenetrable…"

"As thick as a rhino's," Spidey remarked, still dodging his strikes. And like those in the wild, you've had to adapt to your new surroundings. With a hyde that thick, nothing can get in… or out. Meaning you can't perspire. Your face is sweating for your entire body. It should be fine in most conditions, but in a steam tunnel…"

Spider-Man then leapt onto the ceiling, shooting out two web lines that hooked onto two more pipes, he pulled hard, tearing them out and causing steam to pour onto Rhino. He did it with two more, causing Rhino to heave hard in pain.

"I've… I've got to get out of here…"

Rhino tried lumbering towards the ladder out, but Spider-Man quickly swung towards him.

"I don't think so," Spidey declared, kicking him hard in the face and knocking him to the ground.

And with that he was down. Kinda funny that it took just one kick to knock out one of the strongest foes I've ever faced, but that's life for ya."

Spider-Man leapt down onto Rhino's chest, still lowering and rising with his frantic breath.

"Come one, come all!" Spidey called out. "Before your very eyes! The worlds largest dehydrated turtle!"

"I swear…" Rhino wheezed. "I will crush you… crush you…"

"Guess it's a good thing to stay in school. So I don't turn into a muscle bound flunkie like you."

"Ixnay…. We no use 'F' word… call him… Kingpin…"

This caused Spider-Man to perk up.

"Kingpin? Who's the Kingpin?"

Unfortunately, Rhino finally passed out before he could answer, leaving Spider-Man with new questions to ponder.

Up topside, Captain Stacy, Jefferson, and several officers waited for any results from the battle. Finally, Spider-Man pulled himself up, groaning in pain.

"You guys are gonna need a crane," Spidey remarked before swinging off.

"This is all Spider-Man's fault!" Jameson yelled as workers tried to get him down. "I'll sue em blind for this!"

While Jameson was ranting, Peter slowly poked his head out of the closet.

"Is it, uh… safe to come out yet?" he asked, getting the attention of May, Betty, and Eddie.

"Peter!" May let out, coming over and hugging him. "Were you in there this whole time?"

"Yeah, I kinda hid when the Rhino guy showed up."

"Count yourself lucky, kid," Eddie remarked. "If that guy got a hold of ya-"

"Well it's not worth dwelling on, now," May cut off. "You're safe, and that's all that matters."

"Right," Peter replied. "Uh, Aunt May, you remember I had something important to talk to you about?"

"Yes?" May replied.

"Well… I'm… going to be interning at Oscorp again."

"... oh," May replied, a little surprised.

"Well, I mean, I got offered a position there. It's pretty good, working with Dr. Octavious on a special project, and-"

"And you'll probably be working past curfew?" May deduced.

"Uh… yeah, probably. I know you worry, but I really think this is something worth while. Something worth doing."

May paused for a moment.

"Well… alright. Just call if you're going to be late."

Peter smiled in response.

"Thanks Aunt May."

"I trust you Peter. And I know you'll do amazing things with this."

"Thanks…" Peter replied, genuinely surprised by May's words.

"Well, best head home."

"Uh…I'll catch up. Something I need to do first."

"I'll walk you downstairs," Betty offered.

"Oh, how kind of you," May replied as the two went off.

"That's quite the old lady you've got there," Eddie commended.

"You have no idea," Peter replied. "Uh, hey, been meaning to ask you something. Does the name 'Kingpin' mean anything?"

Eddie does a double take upon hearing that.

"How do you know that name?"

"Uh… heard one of the goons Spider-Man webbed up mentioning it. Why? What does it mean?"

"The Kingpin is sort of the boogey man of the criminal underground. Said to be the mastermind of all organized crime in New York."

"Whoa…"

"It's mostly just stories. Personally, I doubt this 'Kingpin' even exists."

Just then, Jameson's webs gave out, causing him to crash to the ground.

"Ow…"

"I'd… better go," Peter decided.

"Probably for the best," Eddie agreed as Peter went off.

"Hey Eddie!" Robbie called out, getting him to pause.

"Yeah?"

"Heard you were trying to sell some kind of Spider-Man story to Jonah."

"Tried and failed. Cares more about the money Spider-Man brings in than finding the truth."

"Well he may not want you to run with it, but I do. See where it leads."

Eddie perked up, turning to Robbie in surprise.

"You got it," he declared, smirking.

Meanwhile, at Osborn's penthouse, Norman was having a pointed discussion ith Hammerhead.

"Well now," Hammerhead remarked. "Rhino's still underground, and Oscorp's already got the contract to build his cell."

"Well, Oscorp already constructed the cell that's holding the Sandman," Norman reasoned. "It only seems natural."

"So, you get paid both coming and going. Nice."

"Indeed. Still, with the number of these Manhattan brawls growing, it maybe best to let things cool down. Before people start asking questions."

Hammerhead suddenly grabbed Norman's arm.

"We cool off when the Kingpin says we cool off," He insisted.

Norman looked down at the gesture and scowled.

"And if I refuse?"

"You won't. Not unless you want people to know who made Sandman and Rhino in the first place. Or the Scorpion for that matter."

"Please. There's nothing that can trace them back to me."

"Really? Tell that to Stillwell."

Before Norman could answer, the door to his office opened.

"Hey Dad," Harry spoke up, entering the room. "Just wanted to let you know I'll be back late tonight. Liz and I are going to a movie and-"

"Harry!" Norman snapped. "Can't you see I'm in the middle of a meeting? Get out!"

"Right…" Harry let out, feeling dejected. "Sorry."

Harry closed the doors and made his way out. As he did, he reached into his pocket and pulled out a small vial full of green liquid. He popped the cork and downed the vial's contents. After downing the green liquid, he tossed the vial away with a slightly twisted smile on his face.

Across town in a New York high rise, the shadowy figure of the Kingpin sat in an office when his phone rang.

"Yes?" he answered.

"Osborn's willing to play ball, but he seems edgy. Think we should take care of him?"

"No. There is no need to dispose of him while he is still of use."

"Alright. What now?"

"Now, I must work to reclaim what has been lost from me. Fortunately, I have just the person in mind to do it."

Kingpin hung up the phone and dialed a new number.

"I have a job for you…"