- Rhino (Alex O'Hirn) (First appearance)
- Juggernaut (Cain Marko) (Vision)
- The Lizard (Dr. Curt Connors) (Vision)
- Green Goblin (Norman Osborn) (Vision)
- Doctor Doom (Victor von Doom) (Vision)
- Georges Batroc "The Leaper" (Vision)
- Doctor Octopus (Dr. Otto Octavius) (Vision)
- Daily Bugle Communications
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Flash Thompson
- New York City Fire Department (First appearance)
Spider-Man and Power Man battle the Rhino as he attacks an Oscorp facility; after a short battle Rhino easily defeats the pair and escapes. The duo return to school, just in time to see Flash Thompson bullying another student, Alex O'Hirn, as he puts him in a trash can and steal his homework. Peter helped him out of the can and offers to hangout with him sometime, but he rejected it as Alex believed he was only doing this out of pity. The Rhino next crime is stealing from a train delivering equipment to Oscorp; during the battle Power Man's arm is damaged and they are forced to make a retreat to a nearby Quinjet piloted by Agent Coulson whose team take Power Man away for medical treatment. At school the next day Flash discovers his car had be crushed, and out of anger begins to bully Alex again. Alex drinks the Rhino formula and mutates into the Rhino, and goes after Flash. Spider-Man tries to stop him; he goes to Flash's house which is an abandoned gas station. Spider-Man protects Flash and fights the monster and it is then that Flash learns the creature is Alex. Power Man arrives to help and together they knock him out and he returns to normal. Flash tries to apologise but it was to late and Alex is taken into S.H.I.E.L.D. custody.
- This version of Rhino is mutated by animal DNA developed by Doctor Octopus, much the same way as the Goblin and the Lizard.
- The Rhino first appeared in the comics in issue Amazing Spider-Man #41.