| Synopsis
| - At Osbourne Industries, Norman Osbourne is hard at work with his genetic technicians. They are using various subjects, such as spiders, on the OZ project. As Norman hastily has to talk with his lawyer over the phone, his assistant fails to cap the container on the spider case and the arachnid escapes. Elsewhere, in Queens, readers are first introduced to nerd Peter Parker as he is reading a science book in a mall food court. As he tries to study, some rowdy teenagers pester him by throwing food. A sympathetic red-head looks on with sadness. Before the other teens can stir up more trouble, Peter's uncle, Ben Parker, shows up and wrangles Mary Jane into a conversation with Peter and him.
The next day at his public school, Peter is further instigated by Flash and his big friend, but Harry Osbourne shows up and helps the guys to leave Peter alone. Peter and Harry are friends even though Harry is on the team with the other lugs. Later that evening, Ben and May Parker discuss the possibility that Peter may have S.A.D., but Peter just shrugs it off. Harry comes by so they can study and it is revealed Peters parents had died in a plane crash. When Peter trails off about an adhesive invention his father had worked on before dieing, Harry ends up leaving. Norman is too busy to be bothered with Harry when he tries to remind his father his class will be in the lab the next day. As the class is going through Osbourne Industries, Peter is bitten on the hand by the same spider shown at the beginning. Even though he has a seizure, he recovers after blacking out. Norman has a meeting to discuss what to do about Peter, decides to pay his hospital bill, and notes that we wants to keep an eye on the boy.
In school the next day, the heckling continues but as Flash's pal Kong is about to trip Peter, Peter reacts instinctively and flattens him onto the ground. Peter faints again and is taken to the hospital. He has blood taken, but the sample is replaced by one of Osbourne's men. As Norman examines the blood, he notices the toxins will kill Peter. He decides to send his goon Shaw to kill him before that happens to that no one finds out he will die because of his Industries. When Shaw tries to run down Peter with his car, Peter reacts for some reason , and leaps over the car. When Shaw reports back in, Norman aborts the kill so that he may study the boy further. Peter begins to research and realize the spider has affected him somehow. After a confrontation with May and Ben, Peter wakes up in the middle of the night and tries to climb the wall. The issue ends with Peter hanging upside down from the ceiling.
- The issue begins the next day after Peter finds he can now crawl on walls. While in class, he has an episode and breaks a desk. He now finds out that his muscles have grown drastically. During gym class, Peter notices Flash moving on Mary Jane, but it doesn't look like she is interested. When he tries to push it more, Peter ends up throwing a basketball at Flash. Mary Jane thanks Peter but now Flash wants to fight him after school. During the fight, which Peter wants no part of and dodges all of Flashes punches, Peter ends up breaking Flashes fist when trying to stop him. While Flashes buddy recounts the events that evening to Harry, his father overhears the conversation. He then tells Harry that he would like him and Peter to come by the labs the next day, to which Harry is grateful since he would like his dads approval.
Back at the Parker house, things are getting worse since the Thompson's are threatening to sue unless Flashes hospital bills get paid. The Parkers decide to pay it with a credit card and this will leave them maxed out. Peter listens from the next floor in emotional pain. That evening, Peter sneaks into an abandoned warehouse and lets loose with his new powers, noticing something wrong with his wrists. The next morning, Peter apologizes to May and Ben and is off to the Osbourne Industries, where he meets the brilliant Doctor Otto Octavius. Octavius stealthily gets a blood sample from Peter, who then runs out the emergency exit. Octavius then lets Norman know that Peter is perfectly healthy and free from any possible life threatening problems. Norman, relieved, tells his assistant that he would like to subject himself to the same exposure as Peter to see what could happen to him.
- Norman Osborn reiterates the incident with Peter that happened at Osborn Industries to his board of directors. He wishes to sway them so that they can do the same thing to him, but with his own DNA instead of that of a spider. Elsewhere, Peter and MJ are attending a local professional wrestling match where Crusher Hogan is willing to take on all-comers. When Flash's pal Kong tries to take on Hogan, he is stopped since he is not 21. A confrontation between Flash and Peter then happens, but MJ gets disgusted and leaves before anything can develop. That night, Peter, wearing a makeshift costume, goes back to the arena to fight Hogan for the money. Peter handles him with ease, gets the money, and is invited by the manager to come back on Monday to fight for more money. At home, he secretly gives the money to Ben and May with an anonymous note that says the money is from a special collection at the school.
At school, Peter is approached by his gym teacher who used to berate him. He is looking for Peter to join the basketball team to help fill Flash's spot. Peter does so with relish when Flash protests and he quickly becomes the star player, thanks to his powers. Later, he has to blow off studying with MJ so that he can go wrestle Crusher Hogan again. He does so with ease and the announcer gives him his stage name of the amazing and spectacular Spider-Man, though Peter asks just to be called the Spider. While the manager is pissed about Peters anonymity, he asks Peter to come back again and gives him a better get-up. It turns out to be the familiar red and blue costume, sans spider and webbing which Peter remarks it needs. Elsewhere, Norman is shown being strapped in for the experiment by Doctor Octavius . Harry walks in, but is escorted out before it begins. However, he returns and hears his father scream.
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