|Season 2, Episode 3|
|Air date||January 27, 2013|
|Written by||Man of Action and Ed Valentine|
|Directed by||Tim Maltby|
"Kraven the Hunter"
Spider-Man and Power Man are working together to save workers from a burning Oscorp factory as the fire department arrives to put out the flames. However, the fire trucks are tossed aside by a new villain, the Rhino, who exclaims his victory by fleeing with two barrels of Oscorp chemicals.
Peter and Luke change out of their clothes on the rooftop of Midtown High School when they notice Flash Thompson bullying Alex O'Hirn for his math homework. Alex swears revenge on Flash as the bully stuffs him in a trash can, but Peter and Luke intervene, prompting Flash to leave in anger with Luke following. Peter introduces himself to Alex, but he reminds him that they're in the same class together. Peter apologizes by asking him to hang out with him and his friends, but Alex rebuffs his pity stating he'll and Flash will pay.
Spider-Man and Power Man cycle to a train station as Phil Coulson tells them to protect a train that is carrying more Oscorp chemicals, the same chemicals that transformed the Rhino. Arriving at the station, Spider-Man expresses his concern on Alex, asking if he should get involved, but Power Man tells him to be the change you want.
The train arrives, and with it, the Rhino, who smashes the train off the tracks. The heroes try to stop the villain, but he knocks Power Man back, injuring his leg. Spider-Man comes to his aid as the Rhino rampages toward him. Spider-Man stops the Rhino, but he flees with the chemicals he needed. S.H.I.E.L.D. then arrives to take Power Man away, but he begs Spider-Man to intervene, but the web-slinger refuses.
At school, Flash is horrified after seeing his car trashed, and swears revenge on whoever did it, but Peter tells him to stop bullying the teenagers that wandered to the scene. Flash pushes Alex out of anger and leaves stating that he can do whatever he wants. Peter questions Alex's interference and changes into Spider-Man, who watches Alex drink the chemical and transform into the Rhino.
Spider-Man attacks, but the Rhino stops him stating it only wanted to be like Spider-Man. The hero tells him that he can't just start bullying someone smaller than you, because then you sink to their level, but Rhino knocks him off and storms after Flash. Spider-Man gets to Flash first and orders him to go on the bus as the Rhino storms closer. He tries to get to the bus, but Spider-Man stops him. The Rhino knocks Spider-Man back and knocks the bus down.
Rhino is distracted by Spider-Man as Flash flees the scene. Arriving at his house in a junkyard, Flash locks himself in fear, and Spider-Man arrives to tell him to stop bullying people as that is what caused it. The Rhino arrives, destroying the house, but Spider-Man saves Flash from the explosion and orders him to stay put.
Spider-Man and the Rhino then do battle with cars and oil barrels being thrown as Flash runs away in fear. Rhino chases after him, but Spider-Man constantly tries to tell him that bullying a bully is not the way to handle it as Power Man arrives crashing his Power Bike into the villain. Flash questions why is he involved when Spider-Man tells Power Man that Alex is the Rhino. Rhino then arrives by attacking the heroes, but Power Man stops him.
Spider-Man throws a barrel of oil at the two which leads to Rhino slipping on the ground. As he gets up, Spider-Man and Power Man knock him out, reverting Rhino back to Alex. S.H.I.E.L.D. arrives to take Alex away and the boy asks Spider-Man if he'll get in trouble, and Spider-Man quotes Power Man's wisdom. Flash apologizes to Alex as he is taken away. Spider-Man tells Coulson and Power Man that he should have come with them to stop Flash from bullying Alex. Power Man tells him he's a great leader, leaving Spider-Man speechless, which Power Man states that that must be a superpower.