High school sophomore Peter Parker lives with his Aunt May and Ben Parker he also is tortured by bullies like Flash Thompson because of his diligence. However, Peter has friends like the beautiful Gwen Stacy and Harry Osborn. One day while on a field trip to Kingsley Perfume and Chemical Factory which is owned by one of Harry's father's friends, millionaire Roderick Kingsley.However during the trip a small spider that crawls out of a laboratory bites Peter who falls into a coma, the scene then cuts to Kinsgley shouting at some scientists for letting a spider accidentally be douced by the super soldier formula however one of the scientists tells him that they deduced that the formula could have side effects on Peter Kinglsey then tells him to tell him which ones are expected.