| Flash Thompson |  That's Alex? How?  |
| Spider-Man | Wrong question. Right question - Who brought this whole thing on in the first place? |
Appearances
Featured Characters:
Supporting Characters:
- S.H.I.E.L.D.
- S.H.I.E.L.D. Trainees
- Power Man (Luke Cage)
- Iron Fist (Danny Rand) (Mentioned)
- Principal/Agent Phil Coulson
- Nick Fury (Mentioned)
- S.H.I.E.L.D. Trainees
- Flash Thompson
Antagonists:
- Rhino (Alex O'Hirn) (First appearance)
- Juggernaut (Cain Marko) (Vision or hallucination)
- The Lizard (Dr. Curt Connors) (Vision or hallucination)
- The Goblin (Norman Osborn) (Vision or hallucination)
- Taskmaster (Anthony Masters) (Vision or hallucination)
- Venom (Harry Osborn) (Vision or hallucination)
- Venom Symbiote (Vision or hallucination)
- Doctor Doom (Victor von Doom) (Vision or hallucination)
- Georges Batroc "The Leaper" (Vision or hallucination)
- Doctor Octopus (Dr. Otto Octavius) (Vision or hallucination)
Other Characters:
- New York City Fire Department (First appearance)
- Daily Bugle Communications
- J. Jonah Jameson (Appears on screen)
- Mary Jane Watson (Mentioned)
Races and Species:
- Humans
- Rhinoceroses (Mentioned)
- Symbiotes (Vision or hallucination)
Locations:
- Earth-12041
- Earth
- North America
- United States of America
- New York
- New York City
- Manhattan
- Queens
- Forest Hills
- Flash Thompson's "House"
- New York City
- New York
- United States of America
- North America
- Earth
Items:
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles (Vision or hallucination)
- Goblin Armor (Vision or hallucination)
- Doctor Doom's Armor (Vision or hallucination)
Vehicles:
- Spider-Cycle
- Power Bike (First appearance) (Destroyed)
- Quinjet
Synopsis
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.
Ultimate Spider-Man - Rhino clip
Notes
- This version of Rhino is mutated by animal DNA developed by Doctor Octopus, much the same way as the Goblin and the Lizard.
Trivia
- The Rhino first appeared in the comics in issue Amazing Spider-Man #41.