A young Peter Parker discovers that his father Richard Parker's study has been burgled. 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 sharp senses, reflexes and speed.

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