A young Peter Parker discovers that his father Richard Parker’s study has been stolen. Peter’s parents gather hidden documents, take Peter to the home of his Aunt May and Uncle Ben, and then mysteriously depart.
Years later, a teenage Peter attends Midtown Science High School, where he is bullied by Flash Thompson, and has caught the eye of Gwen Stacy. At home, Peter finds his father’s papers and learns his father worked with fellow scientist Dr. Curt Connors at Oscorp in the field of cross-species genetics. Sneaking into Oscorp, Peter enters a lab where a “biocable” is under development from genetically modified spiders, one of which bites him. He later discovers he has developed spider-like abilities, such as super-strength, sharp senses, reflexes, agility, and speed.
After studying Richard’s papers, Peter visits the one-armed Connors, reveals he is Richard’s son, and gives Connors his father’s “decay rate algorithm”, the missing piece in Connors’ experiments on regenerating limbs. Connors was being pressed by his superior, Dr. Ratha, to devise a cure for the dying head of Oscorp, Norman Osborn. In school, Peter is exposed after a basketball challenge with Flash, in which Peter accidentally shatters the backboard glass. His uncle changes work shifts to meet with the principal and ask Peter to walk May home for him that night. Peter forgets to do so distracted while at Oscorp helping Connors regenerate the limb of a laboratory mouse. At home, he and Ben argue, and Peter leaves. At a nearby deli, a cashier refuses to let Peter buy milk when Peter is two cents short; when a thief suddenly raids the store, for giving a can of milk to Peter, he allows him to escape. While searching for Peter, Ben attempts to stop the thief and is killed. The thief escapes as Peter finds Ben dead on the sidewalk.
