Rhino, a brutish and dimwitted enemy of Spider-Man, suffers a mid-life crisis after he attempts to rescue Stella, the beautiful daughter of a mob boss, who coldly informs him after he is hired as a full-time bodyguard on the grounds that he is too stupid to be a serious romantic or business threat.

Recalling a recent meeting with the doctors who created his latest suit, he undergoes a brain operation that turns him into a super genius.

With his new intellect, he quickly demonstrates a change in his usual methods, allowing him to defeat Spider-Man, subsequently running away with Stella to start his own crime organization.

With his new intellect, he writes a novel, gets a restraining order that prevents Spider-Man from attacking him, sets up a crime syndicate (with the aid of such other criminals as the Mad Thinker, after breaking them out of prison), and even rewrites Hamlet.

Unfortunately, it has the side effect of making the subject so intelligent that he is no longer able to fully enjoy life, with Rhino driving Stella away because he finds her too dimwitted to attract his attention.