Spider-Man: Web of Magic

by MetalJrock


Issue #18: Rhino's Rampage

Peter folded his arms and merely asked, "And how did you come to that conclusion? Me, Spider-Man? That's possibly the funniest thing I've heard in a long while." he faked a laugh, trying to divert Sunset, but it was pretty clear the girl wasn't fooled.

Sunset responded, "I'm not falling for that. You vanished when Gargan showed up and yet Spider-Man was at the exact spot we last saw you in. I started noticing it when Spider-Man called me by name after we faced Wilson Fisk. That pretty much left a certain number of people left who could be Spider-Man, at this school to be exact."

"And again, why would you think it's me? Wouldn't Flash Thompson or Sentry be your first guess?" Peter wondered. "I'm just some scrawny bookworm."

Putting her hands on her hips, Sunset continued, "Rainbow Dash said both of them were there when Spider-Man found the Lizard creature that came here. Not only that, but the lab window Twilight and I saw you in was wide open and you left your little experiment. I noticed that it could actually be the webbing your alter-ego uses." she paused, "That's when it clicked. Your reflexes, attitude, you tending to vanish whenever danger appears around the same time when Spider-Man shows up. It all started to make sense to me."

Peter sighed and pinched the bridge of his nose, "There's no way you could prove it though."

Sunset's hand began to glow with a magic aura, pulling out a mask from his open schoolbag. The girl smirked, "Is this enough proof?"

The teen grabbed the mask of his alter-ego and stuffed it back in his backpack. "Okay, and why does it matter if I'm Spider-Man? You want a gold medal or something?"

"Can I just ask why you do it? Why you go out as Spider-Man?" Sunset questioned.

Parker sighed and gazed at the ground, "...This conversation stays between us, alright? Please don't tell your friends. I don't want this becoming common knowledge."

"You have my word. What is discussed here will remain between us. I just need some... advice." Sunset admitted, "I know you'll hate me for it, but--"

Raising a hand, Peter said, "Let me guess, you still want to be a crime-fighter like me despite me telling you its too dangerous for someone as inexperienced as you? Since we're here, maybe you can change my mind? Why would you want to be a masked hero like me? It's too risky, and believe me, I don't want anyone close to me sharing the burdens I do out in the streets."

Sunset Shimmer exhaled sharply, "Peter, I've made plenty of mistakes. Those mistakes led to me bringing magic from another world here, and in doing so put this world in more danger. I nearly turned the school into a zombie army, led the Sirens to the school and in doing so indirectly revealed they could use their full power, attracted rifts, and who knows what else endangering others? I want to use Equestrian magic for good, not just evil. I want to make a difference. But I know that I can't do that alone. That's why I'm asking you for help."

Parker rubbed his neck, "So you're asking to be my partner? I dunno..."

"It's not going to be right away. I still want to train some more. Please, Peter. This is something I want to do, but I want to do some good beyond the school for once. I don't want fame or anything like that, but to make amends for what I did wrong."

Scratching his head, Peter replied, "Uh... Give me sometime to think about it, Sunset. I'm still new to the hero thing myself. But seriously though, please don't tell your friends about this in the meantime." he then asked, "Can you at least promise me that much at least?"

Sunset smiled and nodded, "Of course. It's the least I can do. By the way, you didn't answer my earlier question."

"Question-- Oh, why I'm Spider-Man?" Peter repeated, "I don't want to share too much, but... I made mistakes too. Those mistakes led to someone close to me paying the consequences." he blinked and lowered his gaze, Sunset catching on to what he meant, "I swore to use my powers to help the defenseless and make sure they don't suffer the same tragedy I did."

He continued, "I was told that with great power there must also come great responsibility, and that's the motto I live by now... At the very least, I could tell you're being honest when you say you want to do good. Take it from me, using your powers for fame won't end well." he then turned around, "Now I have to go. Just... Be careful when thinking about this. I don't want you risking your life on my watch if you're not ready."

Sunset watched as Peter casually flipped over a fence and mused, "With great power comes great responsibility, huh? That's actually pretty good advice."


Deep undeground in the warehouse, Otto Octavius spoke to a man strapped inside of a strange capsule. "Are you sure you wish to do this, Mister O'Hirn? Once this unbreakable synthetic skin is fused with your body, there is no way to remove it. This will be a permanent change like your partner's current state of being."

Alex smiled, "Whatever ya need to do, Doc."

Norman frowned, "Are you trying to talk down a potential asset, Doctor Octopus?"

"O-Of course not, Mister Osborn!" Octavius studdered, adjusting his metal arms, "I-I just wanted him to be sure of the consequences of this operation." he muttered, "I don't like that name still..."

Hammerhead folded his arms, "Alright then. Instead of squabblin', ya should start it then. The Big Man ain't payin' us to stand around and make small talk for this slayer thing."

Spencer nodded, "Of course. We shall see how this one fares. At least Sandman proved to be useful still."

"It better go as expected." Osborn demanded.

Smythe replied, "It should. The process is different from Flint's after all." he pressed a button, "Let's see what the stone combined with the synthetic skin does to Mister O'Hirn."

The capsule Alex was strapped in began to glow a bright yellow aura, the stone connected to it via wires began to change color as well, signifying that the machine was activated. O'Hirn began to scream, feeling his muscles tense up, and every bone in his body ache. Norman remained stoic, watching the process unfold. "YAAAARRRGGH!" O'Hirn garbled out in sheer pain.

Otto mumbled, "Should we halt it?"

"Not yet, Octavius. We must wait." Smythe replied, "It seems to be working."

As if on cue, a thick gray substance, almost like concrete began to cover Alex in every part of his body except his face. His body bulged out and he seemed to grow ever slightly. He gritted his teeth, trying to hold back his growls of pain. The onlookers watched as the light faded and O'Hirn punched through the glass that held him. Norman smirked, "It seems this one wasn't a fluke after all. Consider you two lucky."

Smythe grinned, "It is fascinating how science and magic combine to create such impressive results. First a Sandman, and now a synthetic skin as tough as that of a rhino."

"The hell did you do to me?" O'Hirn asked, gazing upon his changed reflection. His skin was now a dark gray, the cover was thick and he seemingly had a horn over the top of his head.

Octavius said, "I warned you, Mister O'Hirn."

Alex punched the window, leaving a small crack on it. Hammerhead then said, "Ya got what you wanted: an upgrade like yer partner. Just don't screw up like 'em."

"O'Hirn." Norman called out sternly, "Didn't you want to crush Spider-Man? Now's your chance."

Alex smirked, "Right. The bugman. It's about time I got payback."

Smythe faced Osborn, "Are you sure you want him out there already? Shouldn't we test the capabilities of the upgrade first?"

"I want an army of superbeings. Removing Spider-Man frm the equation should be the test." Norman declared. "What do you say?" he asked the transformed man.

"I'm in."


"Sunset did what?!"

Peter cringed under his mask as he climbed up a building, "Trixie, ease up on the surprise shouting. Ow, I think my ears are bleeding."

Trixie sighed, "Drama queen." she added, "So now she knows your secret identity. Joy."

"Yep. And she also wants to be trained by me to do some good in the city." Spider-Man exhaled. "I'm definitely not mentor material, so that's gonna be an issue."

Ned said, "You already have a CW-style mission control when you need it. You have me as your trusty Guy in the Chair and Trixie as the sane one."

Trixie muttered, "It sure feels like Trixie's taken that role. Glad to see the three of us agree on something."

Peter smiled and jumped off a roof, shooting a web-line onto the side of a building, "Trust me, you guys are awesome friends for sticking by me. At the very least the two of you are kept out of harm's way, but Sunset wants to be out on the frontlines with me. That's an entirely different story and then I would have to worry about someone else getting hurt on my watch... I wonder how the Avengers and X-Men do it."

"Teamwork makes the dream work, Peter." Ned stated.

Spider-Man heard Trixie mumble, "What is this, a pre-school special?"

"Well according to Sunset and her friends, the Magic of Friendship can be used on evil or something like that." Spider-Man said while swinging off another strand of webbing, keeping an eye on the ground for potential danger, "So maybe the three of us can form our own rainbow beam of justice if we believe hard enough?" he wondered.

Ned laughed, "That would be awesome! We should try that!"

"You are aware that it would require tons of magic native to another dimension?" Trixie reminded her friends.

"What if we do have that magic in us? Party pooper." muttered Ned.

Spider-Man replied, "Seriously, Trixie. Anyway, back on track, the last thing I need is for Sunset to get seriously hurt while fighting someone like the Green Goblin. Anything that goes wrong would fall on me."

Trixie said back, "Oh yeah, the creep that was at that charity thing you went to. So much for a break huh?"

"You have no idea." Peter murmured.

Ned asked, "You haven't seen him since?"

Shaking his head, Spider-Man said, "Nope. Nothing. All I know is that he's trying to take down Tombstone, and possibly the Kingpin too. Next time I see him, I'm bringing him down for sure. Not even the ID function on my mask could give me a single clue on his identity."

"So he's a living ghost. That's on oxymoron if I've ever heard one." Ned stated, "Maybe ask around for clues?"

"I only found articles about him from that day. The Daily Bugle considers you an accomplice to him by the way." Trixie elaborated.

Peter scoffed, "Of course. I should really talk to Jameson one day about that. In--"

"SPIDER-MAN!"

The web-slinger felt his Spider-Sense tingle immediately after hesring his name being called, "So, uh, did the two of you just scream my name or something?"

"Nope."

"Nuh-uh."

Looking down, Spider-Man noticed a bunch of cars being tossed aside like paper in the streets. "Uh, I'll talk to you guys later. I think there's a baddie right below me." he ended the call and lowered his swing, stretching his arms out to activate his web-pit gliders to ease his descent to where he needed to go.

The wall-crawler saw a parked car being tossed onto the sidewalk, about to hit some bystanders standing in shock. Without hesitating, Spider-Man flipped down and shot webs fast enough to keep it in the air. "Go!" he told the group, all of them sprinting away from the scene. "Alright then. Now what could cause this? A Hulk foe or something? We could sure use him right about now."

With his Spider-Sense tingling again, Spider-Man backflipped over another empty car being thrown at him. The car then created a small dent in the building standing behind the hero. When he jumped, Peter turned around and saw the source. "Well, this is a surprise. What the heck do you want with little old me?"

The giant man in grey armor of some kind growled, his face smirking at the sight of the hero. "Finally! About time I got to pay you back, you annoying bug! You took down Marko, but you can never stop me!"

Spider-Man crouched down, "Wait a sec! O'Hirn, is that you? You really let yourself go since last I saw you."

O'Hirn roared out, "I ain't O'Hirn anymore! Call me the Rhino!"

The self-proclaimed Rhino charged forward, prompting Spider-Man to cling onto the nearest building. However, the wall began to crumble down as Rhino broke through it with ease. Peter tried to remain still and watched Rhino stomp out. The webslinger jumped down and landed on O'Hirn's back, trying to punch him, but it did nothing. "What the heck?" he blurted out loud.

Rhino then reached for Spider-Man's leg. However, Peter jumped up and tried kicking his neck to no avail. "I'm unbreakable now, Spider-Man!" Alex declared. Peter spun his body around by holding the horn on O'Hirn's head and attempted to dish a right hook to Rhino's cheek. Nothing happened again.

With a hearty laugh, Rhino elbowed Spider-Man with enough force to tip over a car when he collided with it. Peter flipped to his feet, thinking, 'First Marko, now O'Hirn? What the heck is Tombstone's game here? Did he have something to do with that robot? Or are there more people involved?' he jumped back as Rhino slammed his fists down on the ground. In that moment, Peter shot some webbing on Alex's hands in an attempt to contain him in some capacity.

That proved fruitless when O'Hirn immediately broke through the gossamer by merely moving his arms. "Ha! Your puny webs do nothing, wall-crawler!" the criminal shouted. Rhino tried to give Spider-Man a right hook, but the boy dodged it with ease, webbing up a nearby trashcan and attempting to smack him with it. Instead of it doing anything, the Rhino grinned mischeviously at Peter's futile efforts, the webslinger's lenses widening.

"...Maybe we can talk this out?" Spider-Man suggested, taking a punch to the chest instead. "My ribs..." groaned Peter, rolling on the floor in an attempt to shake the cobwebs out of his head. He could feel the ground shake as Rhino charged right towards him, and driving his elbow directly to his stomach. The boy collapsed on his knees for a moment to regain his composure.

"Like that bug?" Rhino asked his nemesis. He turned around and watched as police cars came to surround him. "Heh, the fuzz is here."

Cops stepped out of their cars, including Captain Wantanbe, "Alright, Rhino. Hands where we can see them." she ordered.

Rhino shouted, "See 'em? If you say so!" he charged forward and grabbed one of the empty cars towards the officers. Luckily, Spider-Man jumped up and grabbed it, grunting as he tossed it away. "Ya ruined my trick!"

"I don't like tricks that involve hurting others." Spider-Man said.

Yuri said, "Thanks for the assist, Spider-Man."

"No problem. But I need you all to get out of here. Make sure nobody comes near thus. I'll handle our little rhino problem first and then you can handle the arrest." Spider-Man replied, folding his palms into fists. The captain nodded and ordered the officers to block off the immediate area. the boy said, "Thanks, Captain."

"Do you really think you can take me on?" O'Hirn asked.

Peter smiled under his mask, "I know I can."

Rhino roared, "Rrraagghh!" he charged forward, elbow first and marched through the police cars. Spider-Man's lenses widened and swung after his foe, making sure he didn't hurt anybody.

Spidey noticed that Rhino was nearing a moving truck, 'Oh crap. I can't let him hurt anyone in his rampage. I need to speed up.' he jumped down and pulled open the driver's door once he caught up, grabbed the driver and swung away right as Rhino crashed into it. His horn tore the front of the vehicle apart. Peter gently dropped the guy on the sidewalk and zipped towards Alex.

Panting, Rhino inhaled, feeling sweat pore down his face. He felt something push on his back. Spider-Man leaped in front of him and grabbed one of the truck doors that fell off, smacking O'Hirn with it as hard as he could, only denting his makeshift weapon more than he did putting a stop to his foe. Peter glanced at the smashed in door for a moment and saw Rhino weakly dish out a left hook, a move that Peter easily dodged by jumping on his arm. "What's wrong, Rhino? Getting slow in that armor of yours?"

Deciding to distract Spider-Man a little more, O'Hirn simply charged ahead to cause more destruction, smacking Peter aside with his horn. Spider-Man growled in pain as he hit the shattered windshield of the broken truck. The boy got up instantly, watching the Rhino charge through the streets. Peter held his aching side and shot a web-strand upward, intending to chase his enemy.

What caught his attention was the sound of O'Hirn panting and his run looking a bit more disoriented, 'Huh? What's got him all worn out? Must be all the running... Hold on.' he thought, watching as Rhino leaned on a wall for a moment to catch up. "What's the matter, Rhino? That suit too thick for ya?"

"Shut... Up." Rhino hissed in annoyance, swinging his head down and raising it as to swat Peter. The wall-crawler leaned back and accidentally tripped, prompting O'Hirn to stomp on him. However, Spider-Man zipped backwards and dodged the move in time.

Rhino jogged forward and kicked a fire hydrant, allowing water to spray his face. He opened his mouth and chugged it down. Peter gagged, "Do you know where that water's been?" he asked his foe, earning a fist to the head. Peter screamed as he crashed into a parked car, the back window shattering upon him hitting it. The teen hero rubbed his head and backflipped when he saw a shadow. Alex stomped down and smashed in what was left of the vehicle. "Now that's uncool, messing with someone's car. Hopefully 'Bad Guy Maker Inc' or whoever changed you and Marko can pay for the damages."

"Heh." Rhino ignored him and went on, hoping to cause more damage.

"Damn it!" Spider-Man needed to slow him down somehow. He saw a few police cars heading near Rhino, "No!" he shouted. Peter zipped down and webbed a trash can so that it smacked Rhino in the side of the head, distracting him for a moment and getting his attention. "Yo, O'Hirn! Think you can catch me? You wanna squash me right?"

Rhino snorted, "You!"

"Me!" shouted Spider-Man playfully.

Peter stuck to the wall of an empty building, scanned by his lenses to be sure, allowing Rhino to charge directly into it. Spider-Man could feel the entire building shake once Alex ran through it. Once the wall collapsed on him, the teen's back felt concrete and felt Rhino stomping out. Spidey could see sweat pouring down O'Hirn's face. 'Huh. He actually looks to be wearing down.' he thought.

"Go taser webs!" Spider-Man shouted, shocking Rhino once the web line connected. The Rhino screamed as the electricity managed to shock his entire body. He tried to stomp on Spidey, the hero rolling out of the way in time again. "Time to crank up the heat!" he kept shocking Rhino with taser web-balls, stunning him while he came up with a plan. His lenses narrowed, wondering how he could stop someone who is nearly unbreakable from the outside.

'Bingo.' thought the wall-crawler, leaping away. "Alright you overgrown hippo! Don't stop on me now!"

Rhino panted and marched forward, smashing a parked car out of his way, his intent to crush Spider-Man still growing in him. "Come on... Ya can't hide from me."

"I know, that's why I'm not gonna bother trying." Peter announced, opening a large sewer grate and jumping in, prompting Rhino to follow him.

Once they landed, Peter crouched on the ceiling on top of some pipes. He smirked, "Not a bad spot huh? Don't blink!" he suddenly shot webbing onto Rhino's exposed face, catching him off guard. While attempting to yank the gossamer off, O'Hirn accidentally knocked himself into some of the pipes, breaking them and releasing steam. "Glad to see that worked at least." the webslinger pointed out.

"What did you do?" asked Rhino, his voice muffled and his breathing growing heavy.

"Simple. I noticed that you were starting to wear down for a bit and needed to cool off. So I took the time to tire you out even more and place you into a frying pan. That suit of yours is thick, a little too thick for your own good, I must say." Spider-Man explained. "All that heat and dehydration is getting to you."

Rhino coughed, finally removing the substance from his face. He inhaled and gasped, "Must leave... It's taco tuesday..." the transformed man stomped for a couple moments before collapsing on his stomach. "Urgh... Nighty night..."

Hearing sirens above him, Peter hopped down onto O'Hirn's back, his body shifting with his breathing, "Hey, sleepy-head. Before you fall asleep, I need to ask... Who's working for the Big Man?"


Night fell on the city, and with Rhino apprehended and sent to a maximum prison, Spider-Man decided to see if what his delusional foe said was true.

'I can't believe it.'

Peter crawled on the side of the Oscorp building, right above the balcony he's relaxed in multiple times. 'O'Hirn said that Norman Osborn has a role in changing crooks like him and Marko with the Big Man. I refuse to accept that until I know for sure.'

Narrowing his lenses, Spider-Man watched from the glass balcony door, spotting Norman Osborn walking into the dark room. He raised his head for a moment as not to be spotted. Once he felt it was safe, he gazed down again, hoping that the Rhino was just talking nonsense for his own sanity.

Norman stood next to a giant painting of a green troll. The door behind him opened, and Peter's jaw was ready to drop. "No way..."

Standing in front of Norman was that goon he saw when he confronted Tombstone. Hammerhead, he believe was his name. "Norman is actually working for him?!" he whispered in surprise.

Inside the building, the two conversed with Hammerhead speaking, "The Big Man ain't too happy about the results of yer experiments." he pointed out.

Norman scowled, "I am not that happy either, Hammerhead. If you must know, my top scientists are still working out the flaws with each subject and his so-called magic artifact. We still have one more subject however, and based on the results from Marko and O'Hirn, we may have figured out a way to enhance him perfectly."

Hammerhead poked a finger onto Osborn's chest, "Ya better. I don't wanna remind you of what happens when you disappoint the Big Man more than once."

"Don't. Touch me." Norman hissed, "I am well aware of the consequences, Hammerhead. I do not have time to quarrel with you. I must attend to keeping my business steady before we tend to the last experiment tomorrow."

Hammerhead glared at Osborn and spat while turning around, "Fine then. This one better work though."

"I'll see to it." Norman stated, seeing Hammerhead close the door upon his exit.

When he was sure no one was around, Osborn tilted the portrait and pressed a button, the segment of the wall next to it opening up as a secret passageway. When he walked in, Norman turned around one last time just to be clear.

All the while, Spider-Man watched. 'So Norman Osborn isn't as squeaky clean as I first thought. Maybe Toomes was onto something after all when he brought it up. Whatever it is, it seems I have to take down whatever experiment they have waiting for me tomorrow as well as finding Doctor Connors. Harry can't know, not until I figure out just what the heck is going on here. After all, exposing his dad for crimes I can't prove won't look good.'

'But something tells me there's more to this then meets the eye, and I'm gonna find out what it is.'

As Peter thought this, his attention was focused on the giant portrait. He'll get to the bottom of this soon enough, but that might take a while. And he'd might need some help to do so.