The Rhino's tranquilizer wears off and he begins another escape from jail seeking out Spider-Man.
At the start of this issue, the Rhino has woken up from being tranquilised and is fighting off guards. The guards are trying to shoot him, but the bullets just bounce off Rhino. Rhino crashes through a brick wall, and remembers that Spider-Man beat him last time, so if they meet again he will have to crush him.
On the other side of town, Betty Brant is showing Frederick Foswell a ring that Ned gave her. Foswell comments that it's about time the two of them got engaged, and Ned says that Betty was worth waiting for. Foswell thinks to himself that it's funny that Betty went for Ned in the end, not Peter, when Jonah bursts in and tells everyone that Rhino just escaped and he wants a story. He also asks where Peter Parker is, and Foswell mentions that they have plenty of other photographers. Jonah yells back that there are none as good as "that lazy lowlife!". Jonah then yells at Foswell to go out and get a story, and for Betty and Ned to break it up.
Meanwhile, at Anna Watson's house, Peter is blind to Aunt May and Anna Watson talking to him. He is simply looking at Mary Jane the whole time. Mary Jane and Peter go out to watch the TV, as Aunt May and Anna Watson whisper to each other that she's just what Peter needs, as he leads such a quiet life. Mary Jane explains to Peter that she spends most of her time taking drama lessons, and then starts dancing when music on the TV starts blaring. However, a special news report comes on, warning citizens that Rhino has broken free and citizens should stay indoors. Peter thinks that he needs to go stop him, but wonders as to how he can get away from Mary Jane. Mary Jane solves that problem herself as she asks Peter if he would like to go see the Rhino in person. She adds that they could go on his motorbike. Peter thinks to himself that that's the kind of girlfriend he needs, and so they leave Aunt May and Anna Watson so they can find Rhino.
Peter passes beneath Nelson and Murdock as he heads for Rhino, where we see Nelson annoyed that even though he worked all night for a defense case for Rhino, he escaped. He also comments that he wishes that the court had appointed Matt instead of himself, and Matt silently agrees. Matt then says that what they've got to make sure of is that Rhino doesn't injure anyone until he's caught, and Nelson says that its not their problem since Spider-Man caught him last time. Matt wishes he could go after Rhino as Daredevil, but thinks to himself that Spidey deserves a shot at him.
Meanwhile, Rhino is breaking lots of buildings, thinking that if he smashes lots of things, it will bring Spider-Man into the open. Rhino thinks that his plan to capture John Jameson would have been perfect if Spidey hadn't butted in. He has a flashback to how he got his power, as he was originally just a hired crook for professional spies. The spies told him that they owed allegiance to no country but their own, and that the man who would become the Rhino's allegiance was only to them. They also add that because he is stupid, it will prevent him from betraying them. They tell him of an experiment which will make him more powerful, and he agrees as long as he gets paid. After months of various treatments, the spies applied their greatest invention: a form of molecular adhesive, which becomes like a second skin on him. The treatments made him into the Rhino, and the spies tell him that he is now the strongest man alive, thanks to them. However, the treatments had enhanced his intelligence, so Rhino decided to not follow them, as he's too strong to take orders. He then tore their lab apart, and went away, thinking that there were nations who would pay a fortune for what he can offer them. Rhino then snaps out of his flashback, and thinks that he's got a job to do and its time to face Spider-Man again.
Nearby, Peter tells Mary Jane that he has to go away to take some photos of Rhino for the Daily Bugle. A few minutes later he has changed to Spider-Man and is thinking that he really needs money as his cycle put a big dent in his wallet. Spidey spots the Rhino and thinks to himself that he isn't exactly speedy. He sets up his camera on automatic with a 10 second interval, a wide angle lens, automatic zoom, and then is ready to fight Rhino. He swings down to Rhino, who says that he knew he would come. Spidey leaps down to Rhino to punch him, but Rhino is too fast for him and punches him. Rhino comments that even though last time he was beaten by Spidey, this time will be different since he knows how to handle him. Rhino then charges at Spidey, but Spidey whacks his head into the ground. Spidey jumps away when Rhino starts getting up, who says that it'll just take one hit to finish Spider-Man. Spidey grabs a barrel and aims it so that when Rhino charges at him, he gets stuck in it. However, Rhino breaks open the barrel and tells Spidey that he'll force him to attack himself. Rhino smashes through a wall, with Spidey leaping over the building to follow him. He guesses that Rhino is going to threaten innocent bystanders. Rhino is running straight for a group of policemen, who's bullets are useless. Meanwhile, in the middle of the crowd, Mary Jane is pointing to Spider-Man, with Frederick Foswell nearby hoping that Peter turns up to take some photos. Spidey tells the policemen that they shouldn't bother with their guns, and instead to concentrate on keeping the crowds back. Spidey leaps over Rhino, grabbing his horn at the same time, and slams Rhino into the ground. Rhino suddenly charges at Spidey at top speed, commenting that if he bided his time, Spidey wouldn't expect him to move so fast. Spidey lies on the ground, too weak to move, and is unable to stop Rhino charging into a truck. While Rhino's back is turned, a police officer runs over to moves Spidey out of the way. Rhino starts charging at Spidey, but the officer pulls Spidey out of the way, as Rhino can't change direction quickly. Rhino crashes into a pile of steel beams, and the officer tells him that he'll have him hidden in the crowd by the time Rhino digs himself out. Rhino can't see Spider-Man, so assumes that he died when the girders fell. He also decides to go after John Jameson.
Meanwhile, Spidey thanks the police officer for saving his life, who says that it's nothing since he was just doing his job. As Peter climbs up a wall, Frederick Foswell thinks that it's a great story, Spidey being saved by a cop. Peter goes back to where his camera is still hung up on webbing, thinking that the cops are the real heroes. His camera starts to wobble, and falls a moment before he's about to grab it. Before it crashes to the ground though, Peter shoots out webbing and catches it. He says that its been a bad day so far, but his camera breaking would have been the worst, as he needs it to get money. He changes back to Peter Parker and realises a way he might beat Rhino next time he fights him. He goes over to where Rhino crashed through a wall and sees a piece of Rhino's hide caught on a jagged stone. He pockets it then heads over to see Mary Jane. Mary Jane comments that he mustn't have gotten any photos, as she didn't see him, but Peter replies that he went into a building and snapped them from a second floor. Mary Jane suggests they head back to her place, so Peter rides her back there on his motorbike. On the way back, he thinks that it would be good if he could have an apartment of his own as well, if he didn't have Aunt May to consider.
At the Daily Bugle, Jonah is smiling for a rare occasion since Foswell is typing up the story of Rhino fighting Spidey. Jonah comments that even without photos it will be a good story, but then Peter comes in and says that he took photos. Jonah is excited since the photos show Spidey being saved by an ordinary cop, showing that Spidey isn't as good as everyone thinks he is. Jonah says Peter will get a bonus for it, and when Peter says that he could use the money, Jonah instead says that he can have his own key to the bathroom. Jonah calls the copy room and tells them to rip out the front page, and that they're printing out an extra. He then tells them to call the hospital in Westchester that his sons been transferred to. Peter overhears him say that, and can't help but think that Rhino is still on the loose. In John Jameson's hospital, a doctor tells Jonah that John is fine now, and that he'll be on active duty within a week.
Peter can't help but think that John Jameson might still be in danger, thinking that Rhino might still be after him after everyone's put their guard down. Peter changes to Spidey and then goes to visit Curt Connors, asking him for some help. Spidey asks Curt if he can help him make something to defeat Rhino. Curt replies that he would help if he had a sample, and Spidey gets out the tiny bit he found before. While Curt goes to analyse it, Peter calls Aunt May, and tells her that he's out studying at a friend's house and that he'll be there a while. He can't help but think that if he had his own apartment, he wouldn't have to do this. Minutes later, Curt is commenting that he is surprised that someone like Spider-Man is so good with scientific equipment. Spidey replies that science was his first love, and that that way if super-heroing slumps, he will have something to fall back on. Spidey keep telling Curt that there isn't much money in spending your life under a mask, but Curt isn't listening. Spidey asks him what it is that's the matter, and Curt says that maybe if he changed to the Lizard he could defeat Rhino. Spidey tells him that its too dangerous, and so they go back to experimenting. After a while, they finally have a solution, and even though they can't test it, Spidey leaves to go stop Rhino. Curt offers to go with him as the Lizard at the last minute, but Spidey tells him that since he has a wife and son its not worth the risk. A moment later though, he thinks that the Lizard was also one of his most deadly foes.
Thirty minutes later, Peter is at John Jameson's hospital. His spider sense starts tingling, and inside the hospital we see Rhino breaking in. A federal agent calls him a fool since the space spores have disappeared, but Rhino simply shoves him, which is enough to knock him out. Spidey jumps through the window to stop Rhino, but can't help thinking that if the formula he and Curt made doesn't work, he'll probably die. Spider-Man's momentum is enough to carry both him and Rhino out of the room, but Rhino punches Spidey and sends him flying. Spidey shoots webbing at Rhino, who mocks Spidey and says its futile, but Spidey thinks that the webbing contains what he and Curt rigged up. Rhino charges at Spidey, but Spidey jumps up to the ceiling and Rhino crashes through the wall. Rhino falls to the ground from a first story floor, and Spidey leaps down to punch him. Rhino mocks him that he can't be hurt, but then the webbing which is still attached to him starts to burn. Rhino's suit melts off him, giving Spidey a chance to punch him and knock him out. Spidey and Jonah (who has just arrive) head up to John's room, where Jonah yells that Spidey did nothing to save his son's life. John whispers to Spidey that he is grateful to him however.
Peter then heads home, and meets Flash Thompson on the way. He then arrives hom where he finds that because he's been too busy spending the evening out by himself, Aunt May has been weak since she has no medicine left.