- Betty Brant
- Aunt May
- Daily Bugle
- Harry Osborn
- Gwen Stacy
- Mary Jane Watson (First appearance)
- Rhino (Alex O'Hirn) (First appearance as Rhino) (Apparent death)
- Norman Osborn
- The Big Man / Tombstone (L. Thompson Lincoln) (First full appearance) (Real name first revealed) (First appearance as Tombstone)
Races and Species:
Dr. Otto Octavius is preparing to attach an exoskeleton onto Alex O'Hirn's body, modeled after that of a rhinoceros. Though Octavius is wary about going through with the experiment, Hammerhead forces him to activate it "like a good Otto Octavius". O'Hirn's body is surgically attached to the suit and is given immeasurable strength. Meanwhile, Peter Parker is at the Daily Bugle trying to ask out Betty Brant to his school's fall formal, despite their four-year age difference; she finally agrees to consider it and Peter hurries homeward, exhilarated, until he realizes he will need money for the date. He tells his best friend Harry about his plans at school the next day. Peter then receives a text message that his Aunt May is having lunch with Betty at the Bugle. Flash Thompson then gives Peter a noogie just before Peter runs off to see what is going on.
O'Hirn dubs himself the "Rhino" and, unlike Flint Marko before him, targets Spider-Man directly. After taking the elevator, Rhino storms through the Bugle main office, where Aunt May and Betty are having lunch, and demands that J. Jonah Jameson tells him where Peter is, as he knows Peter photographs Spider-Man. Jameson spots Peter hiding after just arriving and lies to Rhino about not knowing where he is, giving Peter signals to leave. May is happy that the Bugle cares so much about him, but tells Betty that she is too old for him. Peter sneaks off and dons his Spider-Man costume, then engages Rhino in a fight. He wonders what the "Big Man" has been up to with all the supervillains, like Rhino, he has been organizing. Spider-Man has a large scale brawl through the city and soon realizes that Rhino needs to be constantly hydrated in order to fight, as he consistently sweats when fighting. He lures him into a steam tunnel and breaks all the pipes, dehydrating Rhino into unconsciousness. As he passes out, Rhino accidentally mentions that "Big Man" is really a man named Mr. Lincoln.
Peter goes back to the Bugle and claims to have been hiding the whole time. Betty pulls him aside and tells him that she is simply too old to date him and is sorry; Peter, still downtrodden, remembers what the Rhino said and asks a reporter if he knows about anyone by that name. The reporter tells him about L. Thompson Lincoln, a philanthropist who is rumored to be a dangerous crime lord. That night Peter goes to Lincoln's office as Spider-Man to find out if the rumors are true. Lincoln prefers to be called "Tombstone" and wields incredible strength; he pins Spider-Man down and suggests that he work for him, fighting crime like usual but turning his head when it comes to his crimes. Spider-Man refuses to do so and runs off.
When Peter gets home, he is depressed. Aunt May insists that he gets dressed for the formal and explains that she has arranged for him to go with Mary Jane Watson. Peter thinks that she will turn out to be a hideous girl due to the "wonderful personality" description Aunt May has given him, but when she arrives he learns that she is an extremely attractive girl and is flabbergasted as she says her famous "Face it, Tiger. You just hit the jackpot".
- Production Code 106