We open to a gun being fired and a dead man dropping to the floor of an abandoned warehouse, revealing the disdainful Fancy Dan(Daniel Brito) with a smoking gun in hand. He wrinkles his nose in disgust as his fellow Enforcer Ox(Raymond Bloch) takes the body and dumps it into a dumpster with some other bodies.
Fancy Dan complains about how the morons wouldn't just shut up and die with dignity, to which Montana(Jackson W. Brice), smoking a cigar, mutters that he wishes Dan would just shut up. Before Dan can bite back with a retort, the Enforcers' leader Stinger(Macdonald "Mac" Gargan) orders the two to quiet down and save it for later. He says that they're on a job and should act accordingly, not like some namby-pamby schoolgirls. Fancy Dan asks why they couldn't have gotten Marko's job instead, to which Ox stoically responds that this job was better paying. Stinger raises his arms in the air and says that that's exactly why, before asking why he has to rely on the muscle to be the smart one.
He then gives a signal to Ox, who douses the bodies with oil. As Ox wipes the oil on his hands off, Montana takes the cigar he was smoking and tosses it into the dumpster, setting the bodies alight.
We then cut to the opening credits and theme song playing, before the Title Card drops.
"Freefall"
We then cut to Uncle Ben's grave as a small group of mourners stand over it in silence, save for the sobbing of Aunt May as she leans against her old friend Anna Watson for support. Peter blankly stares at the tombstone, still unable to process his uncle's death. He's startled as a hand clasps onto his shoulder, and he turns to see MJ looking at him sympathetically, who, after hesitating a little, asks if he wants a hug. Peter sniffles and can only nod before MJ gently embraces him, with him slowly reciprocating. As they seperate, MJ says that Harry told her to send his condolences since he couldn't attend the funeral. Peter sullenly thanks MJ for the hug and tells her to give Harry his thanks as well before turning back to stare at the grave, lost in a storm of emotions.
We then cut to Aunt May as she's approached by J. Jonah Jameson, Uncle Ben's old friend and owner of the Daily Bugle, and his wheelchair-bound son John. The four share hugs as JJJ expresses his deepest condolences to Aunt May about Uncle Ben's death, saying that he's so sorry. Wiping a single tear from his cheek, JJJ remarks that he and Uncle Ben had always joked about how they'd go out, but this... this had never crossed their minds. "If only the police in this city did their damn jobs-" he begins to go on one of his infamous rants before pausing, clenching his fist, sharply inhaling, and saying, "...I'm sorry, it just started slipping out." Aunt May simply smiles and says that Ben would have appreciated hearing the rant. JJJ gives a small smile of his own before asking, if Aunt May gives her permission, if he can dedicate a small tribute to Uncle Ben in the Daily Bugle. Aunt May, sniffling a little, says that she would appreciate it, yes.
We then transition to Peter as he struggles with his school life while grieving over Uncle Ben, with students shifiting away from him and whispering behind his back whenever he's around. He visibly struggles in class and becomes easily distracted by the smallest of things. His friends Kitty, Harry, and MJ try their best to connect and talk with him, but he pushes them away. It all comes to a head after school ends and his friends try to approach him as they leave. Peter tells them to leave him alone, but when Kitty tells him they're just trying to help, he snaps. He goes on a rant about how there is no way they can help him: his uncle is dead, his aunt doesn't make enough to support the both of them, and the crook who killed Uncle Ben is still on the loose. What could they possibly do to help him? When his friends try to show some empathy and tell him that they understand, Peter angrily retorts that they don't understand and never will. This angers Harry, who says that he very much understands since he was in Peter's position before. Peter angrily bites back that Harry's mother died in some stupid car crash while Uncle Ben was gunned down in the streets for no reason; they are not the same thing at all. Not thinking straight, Peter then furiously exclaims, "I don't need any of you! I don't need the girl wonder to fight my battles for me, I don't need the unapologetic hanger-on to tell me she's sorry, and I certainly don't need a spoiled brat to tell me he understands my sorrow when he's never felt true loss in the first place!"
Once he stops to catch his breath, quickly breathing in and out, his eyes widen in realization of what he's just done when he sees the shocked and hurt looks of Harry, MJ, and Kitty, with Kitty on the verge of tears. Stumbling back, he staggers his way onto a bus and to the back, with another student shifting away as Peter falls onto his seat and buries his head in his hands.
We cut to Peter lying on his bed, lamenting silently over what he said to his friends, especially Harry. He runs his hand over his face and blows out a large sigh before looking around his room. The screen then slowly moves across various pictures of him, Aunt May, and Uncle Ben taken during a happier time. His fists slowly clench, and he struggles to keep himself from hypeventilating. Softly counting from one to five, he manages to calm down as his eyes then land on his Spider-Man mask barely hidden under his dresser. He slowly takes the mask into his hand and stares at it, comprehending some silent question. Finally, he sighs and, burying his head into the mask, says, "I'm sorry..."
We cut to him arriving at the fight club, making sure to stay out of the crowd's attention as he's escorted by a bodyguard to Flash and Roscoe, who are discussing Flash continuing to train some of the more rookie fighters. They notice Spider-Man, jovially waving him over and asking where he's been. Flash playfully elbows Peter and jokes that he's been waiting to collect some more of that sweet bet money. Peter hunches his shoulder and mutters that he's been going through some... family issues, and that he wanted to blow off some steam by fighting again. Flash's jokiness instantly vanishes, and a more serious and sympathetic expression appears on his face. He hesitantly nods and says that he understands before turning to Roscoe and asking if they have any open slots. Roscoe shakes his head and says that the kid'll have to wait for a later time before walking off. Peter nods dejectedly and begins to leave, but Flash gently clasps his shoulder and, after taking in a breath, asks if Spider-Man wants to stay and watch the fights with him. "Watching people get slugged in the jaw is just as fun as doing the slugging, at least for me," he gently jokes, which Peter mulls over for a second before quietly accepting Flash's offer.
As the two find some seats in the back, Flash asks Spider-Man if he's okay with talking about his issues, to which Peter sharply shakes his head. Flash simply nods his head and says that he won't bring it up again, then, before turning to watch the current fight between the Emerald Splash and Hammer Harrison. As Peter turns to watch the fight as well, Flash begins to narrate the fight in an old-timey radio voice, describing each jab, left-hook, and stumble with great exaggeration and wit. This slowly improves Peter's mood and causes him to start chuckling, which Flash subtly notices. As the Emerald Splash knocks Hammer Harrison to the ground with a series of devastating blows, Flash shouts in victory and eagerly rushes to claim his earnings from bets, to which Peter full on bursts into laughter, clutching his stomach.
Flash quickly returns with his winnings and, after counting them up, hands a quarter of it to Peter. Peter is initially confused and asks Flash why he's giving him this, to which Flash smiles and responds that he felt he owed Spider-Man something. Thanks to him focusing more on training Spider-Man and placing bets, Flash explains, he'd been able to make quite a lot of money and help pay off his family's bills while not risking injury, for which he thanks Spider-Man. Peter, though his face is obscured, is visibly moved and slowly nods in gratitude at Flash as the next fighters are introduced.
"Presenting our first fighter, all hail the indomitable and unbeatable champion himself, Man-Mountain Marko!!"
A goliath of a man, with a seemingly permanent scowl, approaches the ring with gruff menace. As the crowd begins to cheer, however, Peter begins to disassociate, all sights and sounds blurring except for Marko. Flashbacks begin to play in rapid pace of the day Uncle Ben was shot, with Peter recognizing Marko as the masked man.
He soon returns to reality, however, and nudges Flash, asking him who Marko is. Flash, not aware of the emotional turmoil Peter is going through, happily obliges and begins to exposit about Marko's feats as a prizefighter, including the guy's merciless uppercuts and body of steel, and his completely unbroken string of victories. As Flash finishes, Peter mulls over it for a few seconds before blankly stating, "I want to fight him."
A shocked Flash blinks once before asking what on earth Spider-Man is going on about. Peter quickly comes up with the half-truth that he's not gonna be able to fight much longer due to his family issues, and if he's gonna have to stop fighting, what better way to do so than defeating the undefeated? Flash's eyes widen slightly as the gears in his head turn, calculating how much money they could make from bets. After thinking over it, Flash then states that while he can't guarantee a fight, he'll try to convince Roscoe to set the two up. Peter thanks Flash for the favor, who jokingly tells him to thank him by not losing as the two turn their attention back to the fight at hand, Peter now very attentively watching the fight and observing Marko's moves.
We then cut to a few days later as Peter and Aunt May eat breakfast in silence, a third chair glaringly empty next to them. As they eat, May, looking up from the Daily Bugle issue she's reading, tries to make conversation by asking how school is going for Peter, only to receive a groan in return. Peter, running his hand through his hair, laments that he said some very regrettable things due to being emotionally overwhelmed and now he's possibly lost all of his friends in one fell swoop. Aunt May calmly and empathetically listens to Peter mope about his poor decisions before asking if Peter has tried apologizing to his friends, to which Peter replies that he doesn't know even if they want to talk with him anymore, let alone be friends anymore. Aunt May shakes her head and says that if JJJ had felt the same way every time he offended someone, accidentally or otherwise, he and Uncle Ben would never have stayed friends as long as they did. She then returns to reading her newspaper as Peter mulls over her words. As he does, though, he notices the article Aunt May is reading: JJJ's tribute to Uncle Ben. Aunt May, seeing Peter's reaction, tells Peter about what JJJ had asked at the funeral. "Of course," Aunt May jokes, "Jonah is allergic to doing anything small, so the tribute naturally took up an entire page." Peter and Aunt May chuckle as the conversation turns toward how Uncle Ben would feel about the tribute if he could read it.
We quickly transition to Peter in costume that night as he hypes himself up for the upcoming fight. He does some shadow boxing and quietly chants to himself that he can do this. He's suddenly interrupted, however, when Roscoe approaches him and asks if they can talk for a minute. Peter squawks in surprise, causing Roscoe to guffaw, before sheepishly rubbing his neck and asking Roscoe what he wants to talk about. At that, Roscoe turns more serious and runs his hand through his balding head, sighing. Roscoe then bluntly states that Marko is a sore winner and an even sorer loser, and if he suffers his first loss to a relatively new and definitely small kid...
"We once had this promising guy Billy Foreman, a mean right hook on that one, who once fought Marko to a draw," Roscoe says, "No one ever saw his face again after that." Peter's eyes widen under his mask as Roscoe continues, saying that while he doesn't usually say stuff like this, he'd hate for a kid with such promise to get snuffed out because of this. He then suggests that Spider-Man either forfeit the match befoee it even starts or purposefully lose with grace. Peter thinks long and hard about it, pacing slightly and fidgeting with his fingers. Finally, though, he clenches his fists and says that as thankful as he is that Roscoe told him this, he's still going to fight to win. Roscoe sighs in slight disappointment at that statement as he walks off, stating that it's the kid's funeral, then.
We then cut to the arena as the fight begins, with Peter literally jumping out of the way as Marko rushes him like a bull. The fight is rather balanced at first, with Peter too nimble and quick for Marko to hit and Marko too strong and hardy for Peter's punches to do much. However, Peter's talent for taunting begins to enrage Marko, and the fact that Peter is able to dodge every single one of his attack only serves to infuriate Marko even more. Eventually, Peter is able to goad Marko into charging straight into the ropes, after which Peter promptly punches him out of the ring and winning by technical disqualification.
Marko is beyond enraged and tries to rush Peter, only to be stopped by several of several of the joint's guards. Peter, for his part, simply ignores Marko and exits the ring on the other side. Flash then runs up to Peter and triumphantly presents to him all the winnings they made from betting, which is a small fortune. Peter instinctively reaches for the money, only to stop and turn to Flash. He tells Flash to talke half, and when a surprised Flash asks why, Peter simply replies, "I felt like I owed you something."
Peter then leaves the fight club, making sure to walk away from his home as he leaves. His danger sense begins to go off as Marko and some goons begin to follow him, and Peter takes that as a signal as he walks into a narrow and empty alleyway. As he walks in, he pauses just as Marko and his goons block off his escape. Sighing, he turns around and asks them if they really want to do this now. "It's past eleven right now, and I haven't even had dinner yet," Peter jokes, though there's a certain intimidating edge to his tone.
The goons don't bother to humor Peter, though, and simply rush at him with a war cry. Though outnumbered, Peter quickly and savagely knocks out each and every henchman, now able to cut loose with his powers now due to not fighting in an arena. He tosses a goon into Marko, knocking Marko down and knocking out the goon as well. Peter then picks up Marko and declares that he's just getting started with him. He then drags Marko up some stairs and onto the roof of an apartment, where he throws Marko a good distance. As Marko struggles to get up, Peter kicks him in the stomach and coldly says, "You killed Benjamin Parker, and I'm going to beat the why out of you."
A brutal interrogation then follows as Peter mercilessly beats down on Marko and demands that Marko tell him why he killed Uncle Ben. Marko is initially completely silent, telling Spider-Man that he doesn't know who he's messing with, but as Peter continues to pummel him, he starts to really feel the pain. At one point, Peter briefly stops the beating to demand that Marko just tell him why he killed Uncle Ben, to which the bruised and broken man slurringly replies that he'll make sure to pay Spider-Man's family a visit after this, whoever they are.
Extremely enraged at this point, Peter grabs Marko by the shirt and, with one arm, holds him over the edge of the building. As Marko struggles to break free, Peter coldly says that if he dropped Marko right here and right now, he'd get his vengeance and no one would be the wiser as to why Marko died. Primal fear flashes in Marko's eyes, and the man cracks. Marko, through sobs of pain, reveals that the Goblin had hired him to kill Uncle Ben. When Peter asks why the Goblin wanted Uncle Ben dead, though, Marko stutters out that the Goblin didn't say and that he didn't bother asking. Marko then pleads for Spider-Man to let him go as Peter stews over the revelation.
Lightning crackles and thunder booms in the background, with the lightning ominously illuminating the silhouette of Spider-Man holding Marko over the rooftop edge.
We then quickly cut to the Enforcers as they drive in the night after having presumably carried out another job for the Goblin. Fancy Dan, cleaning his guns until he can see his reflection, complains about the winter weather of NYC and reminisces about the scorching sun of Arizona. Montana, appreciating the sights, rolls his eyes as Stinger, who's driving, tells Fancy Dan to just shut up about the weather already. Ox chimes in and states that the scorching sun paid less than the freezing snow does, to which Stinger exclaims, "Thank you, Ox! Ya' see, Dan? You gotta stop being so darn pessimistic and start lookin' on the bright side of-"
CRASH
Without warning, some large object crashes into the front of their car with a devastating thud, causing Stinger to start swerving wildly now that the entire front of the car is obscured. He swears as Fancy Dan pulls out his pistol and fires at whatever hit them, hoping to kill any would be attackers that might've attempted to ambush them. The car screeches to a halt, causing the object to roll off the hood, and the Enforcers prepare to get to work. Ox kicks out the door of the passenger's side of the car and brandishes a large shotgun while the rest swiftly roll out of the vehicle and ready themselves for a fight.
Stinger palms the large pointed blade he's drawn and quickly aims, before holstering it after nothing happens. Realizing that they're not under attack, Stinger turns to Ox and complains that he just got the car repaired, he doesn't need Ox kicking doors off of the car now. Ox dryly responds that they've got money here in New York, they can afford new doors and new cars, to which Stinger retorts that it's about the principle of the matter. "And I trusted you to be the reasonable one as well," Stinger half-heartedly laments.
Montana moves to where the object was and cautiously turns it over with his foot, his eyes slightly widening when he realizes it's a dead body. Quickly getting over it, he compliments Fancy Dan on his shot grouping and mentions that the poor bastard definitely won't be getting an open casket funeral. He then calls over the rest of the enforcers to see what they can figure out about what the hell just happened. Stinger and Ox move over and they banter a bit discussing how whoever the corpse was, he must have pissed off some special kind of psycho to get thrown off a roof into nearby traffic.
Peter silently watches this from above when all of a sudden, that same spine-chilling feeling he'd felt when Dash threw the football rings out louder than ever before, screaming at him to move, move move! Peter dashes out of the way as the long blade Stinger had been playing with earlier comes flying towards him. The rest of the Enforcers quickly open fire at where Peter once was, causing Peter to flee as Stinger swiftly reels his blade back in.
The Enforcers ask Stinger what he spotted, to which Stinger replies that someone was watching them but scampered off when they opened fire. He then orders Montana and Ox to help him get the body off the road and to clean up any evidence of their own activities while Fancy Dan runs to call the police from a nearby pay phone.
We swiftly cut to Peter as he climbs down into an alleyway, stumbling into a nearby wall that he leans on for support. He breathes in a ragged manner as he pulls his mask off and clutches his chest, struggling to calm himself after having just been shot at. As the adrenaline begins to wear off and Peter calms down, Peter's eyes harden, and his mouth curls into a scowl before breathing out one word as if it was some foul curse.
"...Goblin."
We cut to closing credits.
