Originally, Brian Leighton was a young boy who was patient the the psychiatrist, Dr. Meridian. His mutant abilities granted him the ability to reshape the environment as he saw fit, and even as he grew to be a man, he remained mentally a child living in a fantasy world, confined to Meridian's care.

When Spider-Woman (Mattie Franklin) happened to pass by the psychiatric institute to which he had been committed. His powers fed off her own telepathic ones, and was excited to experience the life of a superhero. To that end, he created a new body with which to battle her, that of the Rhino. As the fight continued, he also added the powers of Doctor Octopus and Venom to the body.

With the aid of Madame Web, Spider-Woman tracked down Meridian and interrogated him about Brian. Madame Web allowed Spider-Woman's mind to battle Brian's on the psychic plane, while giving a command to Mattie's physical body to knock out Meridian; there had been a psychic link between the two all along, with Maridian's unscrupulous mind, being fed off by Brian, proving responsible for the latter's rampage. The link broken, Madame Web telepathically switched off Brian's powers so that he would never be a threat again.[1]


Brian Leighton was a projecting exomorph, meaning he had the ability to both reshape his environment as he saw fit and project his mind into it, controlling it, from an unknown maximum distance. In effect, though he was locked up in a psychiatric hospital, his environment became his second "body," and he could add to it as many other powers as he desired, such as those of Doctor Octopus, the Rhino, and Venom.[2]

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