The opening credits and theme song play, before the Title Card drops.
"Great Power"
We open with our protagonist, Peter Parker, fast asleep on a school bus with his head leaning against the bus window. He's then awoken by a poke to the cheek from his very amused best friend Katherine "Kitty" Pryde, who tells the sleepy-head that they've arrived at Oscorp Tower.
Rubbing his eyes and looking out the window, Peter sees that have indeed arrived at Oscorp Tower. Putting on his satchel and adjusting his glasses, Peter thanks Kitty for waking him up before following her and the other students off the bus. Quickly looking around, he greets his other best friends Harry Osborn and Mary Jane "MJ" Watson, who are dating each other. Harry excitedly talks about how amazing this trip will be, to which Peter jokes that of course Harry would find a trip to his dad's company great. The two then begin to trade jokes and banter as Kitty and MJ giggle at their antics.
About a few feet away, MJ's friend Liz Allan calls and waves her over to a group of other girls. MJ waves back and chastely kisses Harry on the cheek, saying she'll be back soon enough before walking over to her friend group.
Harry blushes slightly and smiles goofily after her before turning back to a smirking Peter and Kitty, who tease him a little as they file their way toward Oscorp Tower with the professors who organized this trip ensuring everyone knows which way to go. The conversation then turns to what they'll be doing once summer arrives: Harry proudly says that he'll be helping his father around Oscorp while Kitty says that she'll probably help tutor some other students or help out at the Kirby Hall library. They ask Peter what he'll do, to which he nonchalantly shrugs and remarks, "Whatever pays the best." The three all have a laugh as they enter Oscorp Tower.
Security guards quickly check the students before letting them pass, and they're welcomed by the enthusiastic and charming tour guide Mark Allan, Liz Allan's older stepbrother. After fondly greeting his stepsister and teasing her a little, Mark claps his hands and lays out some ground rules for the students to follow during their visit. While Mark is having this conversation, Peter pulls out a notepad from his satchel and begins to write about what he sees around him in vivid detail. Looking over his shoulder, Kitty is impressed and says as much, asking Peter if he's ever considered becoming a writer. Peter replies that he had for a short while before deciding to instead pursue science, though he wouldn't object to writing for a scientific journal. The two continue to talk briefly before Mark claps again and says that now that he's done explaining all the rules, they can get to the fun part of the visit now.
We then cut to a short montage of Mark guiding the students around Oscorp Tower as he regales them with the proud history of Oscorp and the many advancements in biology and chemistry it has pioneered. Peter eagerly listens to and writes down what Mark is saying while Kitty admires all the fancy equipment and Harry walks alongside Mary Jane. The montage ends as the students arrive in a laboratory run by the arrogant but affable Dr. Farley Stillwell, who greets them and begins to show off what he and his assistants are up to.
As he does this, Harry, a camera in hand, walks up to Peter and asks if he can quickly take a picture of both him and MJ for them. A little surprised, Peter asks why Harry doesn't want to listen to Dr. Stillwell speak, to which Harry responds that though Stillwell is a great scientist, he also toots his own horn far too much for Harry's liking. Nodding in understanding, Peter tells him to bring MJ over so that. As Harry walks over to MJ, Peter looks over and fiddles with the camera, unaware of an odd spider crawling onto him. He finally notices the spider, however, as it crawls onto his hand and bites him. Flinching a little, he quickly flicks it off of his hand and rubs the sore spot on his hand, muttering under his breath.
Harry calls out to him from next to a table and teasingly tells him to hurry up and take the picture already. Good-naturedly rolling his eyes, Peter turns around and says that he working on it, no need to rush him. He then tells Harry and MJ to adjust their positions just a little, which they do. He then says "Smile" before a flash of light envelops the screen.
As the light fades, we transition to Peter returning home from school, a small but lovely house in Queens. Rubbing his forehead a little, he knocks on the front door, calling out to his aunt May Parker that he's home. A few seconds later, Aunt May slowly opens the door and smiles widely, hugging Peter tightly and welcoming her favorite nephew home. Peter jokes that he's her only nephew, to which she kindly replies that she still loves him all the same. As Peter walks into the house, he takes in a deep breath through his nostrils and sighs contentedly before asking if Aunt May has prepared her famous spicy chili with extra cheese for dinner. Aunt May's eyes twinkle a little as they walk into the dining room, and she replies that she also made some homemade bread to go with it. Slinging his satchel onto a nearby chair and casually seating himself on it, Peter thanks Aunt May for making lunch as he reaches to get some food. However, Aunt May gently taps his hand away and lightly scolds him about being patient. "We haven't even blessed the food yet," she gently chides him as she takes a seat herself.
Peter chuckles hesitantly and quickly apologizes, to which Aunt May simply smiles and says that he should keep it in mind in the future. They then pray over the food before beginning to eat. As they eat, they talk about how Peter has been doing in school. As they talk, Peter begins to feel a bad migraine come over him, causing him to grunt in pain and rub his head in a futile attempt to stop it. A very concerned Aunt May asks him what's wrong, to which Peter replies that he doesn't quite know before letting out a pained sigh. Seeing this, Aunt May tells him that he should go to sleep early today so that he'll feel better. Peter tries to argue, but Aunt May firmly tells him that he needs to rest and that that is the end of this discussion.
Seeing that he can't convince her otherwise, Peter reluctantly nods before Aunt May quickly sends him over to his bedroom. As he enters, we see it is filled with Captain America merchandise and home science equipment. The room is rather messy and unorganized, with some clothing scattered around. He quickly changes into his sleepwear and takes off his glasses before unceremoniously flopping onto his bed and falling fast asleep.
We then cut to Dr. Stillwell being berated by Norman Osborn for somehow losing one of the spiders that he and his department had been experimenting on. Stillwell tries to deflect the blame onto his lab assistants, saying that they're clumsy and not up to the task, but Osborn angrily replies that if that were the case then clearly Dr. Stillwell had failed to instill a proper work environment and teach his assistants basic workplace safety. Taking a minute to compose himself, Osborn then states coldly that Dr. Stillwell will no longer lead the project as it is now clear that he is unfit for the role. "Dr. Octavius will take the reins now," Osborn states with finality as he leaves the room. A shocked Dr. Stillwell angrily asks if Osborn is really going to put that Kraut rat-bastard freak in charge, but he only receives cold silence in reply.
We then cut to a dizzy, unoriented first-person PoV of Peter blearily waking up the following day. The shot is blurry, with Peter rubbing his eyes and groggily asking if a truck hit him. Slowly getting out of bed, he saunters over to his bedroom door and opens it. At least, he tries to before accidentally pulling the doorknob right off of the door. Shocked into full consciousness, Peter panics and tries to drop the doorknob, but the doorknob is seemingly glued to his hand. Panicking even more, he frantically shakes his hand in an effort to get it off only to stumble into various furniture, causing his room to get even messier than it already was. He finally manages to get it off his hand after a few seconds, thought not before tripping and falling flat on the floor. Moaning in embarassment, he pulls himself up and stares at his hand in disbelief. His eyes then trail up to his now muscly arms, which he tentatively feels up. Turning to a nearby mirror, he gapes in utter disbelief as he realizes that his stature has turned into one fit for a Greek hero, even pulling up his shirt to discover that he has abs now.
Peter then silently stares at himself in the mirror with wide eyes, almost as if waiting to wake up from a dream and return back to disappointing reality. After a few seconds pass, he hears his uncle Ben Parker on the other side of the door asking what all the commotion was about and if Peter is alright. Peter, a little dazed by his circumstances, pinches himself, causing him to flinch. Realization then washes over him that this isn't a dream, and he replies in a dreamy tone, "I'm g-good, Uncle Ben... I'm doing really good..."
"...Also, the doorknob broke, we might need to get a new one."
We then quickly cut to Aunt May and Peter eating breakfast in relative silence, with Peter shaking in subtle anticipation and excitement. As Peter chews on some fluffy pancakes, Uncle Ben walks down the stairs, smiles at Peter, and says that he fixed the doorknob. As Uncle Ben takes a seat and opens the latest issue of The Daily Bugle, he remarks that he hadn't expected a perfectly good doorknob to break like that, to which Peter, after swallowing his food, nervously scratches his neck and replies that he hadn't expected it either. Uncle Ben chuckles and says that life tends to throw you curveballs like that. "Speaking of curveballs, champ," Uncle Ben adds, "how's that head of yours doing now?" Peter chuckles in turn and replies that he feels as if the headache never happened at all before taking another bite of his pancakes. Aunt May smiles and says that that's wonderful, stating it would have been a shame for him to have gotten sick during the weekend.
Uncle Ben quickly cuts in and jokes that he's sure Peter would've preferred getting sick during a school day, causing Aunt May to lightly slap him on the wrist and Peter to bark out a laugh. Chuckling before taking a slow sip of coffee, Uncle Ben then notes that Jonah still hasn't let up in his lambasting of the mayor's policies, to which Aunt May replies that Ben knows that Jonah has always been extremely passionate about his opinions. "He's not entirely wrong on how bad the rent and mortgage prices can be either," Aunt May adds as she takes a sip of coffee herself.
As the two discuss the state of New York City and how they're going to pay for their bills, Peter quickly finishes his breakfast and puts his dishes in the sink before telling Uncle Ben and Aunt May that since he's feeling better now, he wants to take a walk around NYC for a while and get some exercise. Uncle Ben simply nods and tells Peter to stay safe and make sure to get back before lunch, to which Peter quickly replies that he will as he runs up the stairs to his bedroom.
We then cut to Peter as he walks into an alleyway next to a very dilapidated abandoned building. Looking around to make sure no one is watching first, Peter sneakily enters the building through an open window. Kicking up some dust and dirt, he coughs into his fist briefly as he awkwardly stands up. Pulling out his notebook out of his satchel and adjusting his glasses, Peter begins to mutter about his sudden body upgrade and the possible powers that came with it as he looks around the building. He mumbles and writes down his notes for a few seconds before flipping the notebook closed and stating out loud that now comes the fun part: testing for new powers!
A brief, humorous montage then ensues as he begins to test for whatever powers he has, which involves a lot of accidental falls, disappointing false starts, and general tomfoolery. As the montage ends, Peter Parker has narrowed down his list of powers to the following: super strength, super agility, super dexterity, super durability, and wall-climbing on surfaces. He notes that the wall-climbing hints toward the bite from the odd spider being the source of his powers. He also notes that this isn't quite a comprehensive test as of yet, but it's the best he can do right now. Slinging his satchel over his shoulder, he continues to write as he walks.
We then transition to the next monday as Peter walks to his locker in Midtown High School. Peter goes about his day as normal when suddenly, while getting his books out of his locker, a previously unknown instinct screams at Peter to move out of the way. Quickly moving to the side to open his locker, he's just in time to avoid a shoulder bump from local bully and jock Alvin "Dash" Thompson, with two of his minions trailing behind him. Dash sneers at Peter and says, "Oops. Guess a dweeb like you would know how to bravely run away from danger." Peter sighs longsufferingly and replies, "Sure wish I could do that more often. What I'd really like, though, is for you to leave me alone." Dash scoffs at that and states that he'll only leave Peter alone when and if he wants to. He throws out a few more insults poking at Peter's lack of masculinity, which somewhat rankles Peter, before strutting off arrogantly as his lackeys snicker behind him.
As they leave, Kitty walks up to Peter and sarcastically asks if Dash learned all his many insults from a ten-year-old, to which Peter jokes that he's pretty sure Dash hangs around kindergartens to learn from the best. The two share an awkward chuckle at the admittedly mediocre joke before Kitty asks Peter why he doesn't do anything about the bullying, to which Peter sardonically replies that the nerd going up against the jock would definitely end well for the nerd. Kitty snorts and gently elbows him in the ribs, saying that he wasn't that scrawny. Peter awkwardly chuckles at that before looking at a nearby clock. His eyes widen a little, and he says that they need to hurry as English class starts in a few minutes. The two quicken their pace.
We then cut to Mrs. Lucy Winterhalter, Peter's English teacher and one of his favorites, enthusiastically speaking about the themes of Moby Dick. Peter is eagerly listening to his teacher's lesson and writing down notes, but he's also somewhat distracted as he sneaks some small glances toward the girl seated in front of him; Gwen Stacy, one of the most academically gifted students at Midtown High who has a talent for getting into Peter's head, who is also eagerly taking down notes. Mrs. Winterhalter asks a question about what she just spoke of, to which Gwen shoots her hand up, eager to answer. Instead, Mrs. Winterhalter turns to Peter and asks him to answer instead. This causes Gwen to send him the stink-eye, which in turn causes Peter to flounder and waffle his answer. Mrs. Winterhalter sighs before turning to Gwen, who slightly smugly answers correctly, putting a little too much effort into letting people know how much she knows. Satisfied, Mrs. Winterhalter turns to the chalkboard and tells her students to turn to page 100 of their textbooks.
As Mrs. Winterhalter turns her back to the class, however, the same unknown instinct screams at Peter to duck, causing him to drop his pencil in shock. He quickly recovers, however, and reaches for the pencil. Just as a football soars right over his head and crash lands onto Mrs. Winterhalter's desk, causing everything on it to spill to the floor with a raucous noise.
Mrs. Winterhalter lets out a shriek at the sudden noise, and the classroom seemingly jolts to lively commotion, Peter stopping dead in his tracks. Staring at the football, a sickeningly sweet smile morphs onto Mrs. Winterhalter's face, and she turns to look at the culprit; a very guilty-looking Dash Thompson, who has realized just how much he messed up. "Mr. Thompson," she says in a deceptively calm tone, "I believe you and I will be having a chat after class." As Dash rapidly nods his head in fear, Peter reaches for his pencil. Once he's picked it up, he sees Gwen Stacy staring at him intensely as if she's examining him from head to toe, trying to figure out what makes him tick. Peter blushes and asks Gwen what she's looking at, with his words coming out far terser than he'd meant to, but for some reason he gets a bit tongue tied whenever he s around Gwen. Gwen replies by asking how the heck he knew to duck the football in time. He couldn't have seen or heard it, so how did he know to dodge. Peter deflects by stating that he just dropped his pencil at the luckiest time possible. Gwen scoffs and states, 'there's that Parker luck at play again', before shifting her attention back to trying to please the teacher. As Gwen's attention moves away from him, Peter rolls Gwen's words over in his head growing contemplative as he considers just what this meant.
We then cut to Peter backing up against a wall outside the school as an angry Dash and his posse corner him, with Dash snarling about Peter thinking he's so clever getting him in trouble like that. Peter rolls his eyes and replies that even if Dash hadn't missed, Mrs. Winterhalter would still have noticed what Dash had done and would still have punished him. This only serves to make Dash angrier, and he states he's gonna beat the smart out of Peter. Dash winds his fist back, preparing to clock Peter in the head and Peter turns his head and closes his eyes in resigned expectation. However, one of Dash's friends interrupts and says that while he'd also love to put Puny Parker in his place, they'll miss Dash's brother fight against Crusher Hogan later that night if they do that. A conflicted expression appears on Dash's face as he hesitantly glares toward Peter. The same friend tells Dash that the wimpy whelp ain't worth missing his brother beatdown his greatest rival, which convinces Dash to let Peter Parker go. He and his friends leave, though not before throwing one last snide remark Peter's way. Peter lets out a relieved sigh as he gathrrs himself, before pausing to ponder what Dash's friend said. "Prizefighting... You could win a lot of money from that." He quietly mutters, his eyes slowly lighting up with inspiration.
We then transition to a short montage of Peter rifling through a lot of old clothes stored in the attic in order to hobble together a good-enough costume. Eventually, he settles on a balaclava that covers his mouth, a pair of durable slacks, a black trenchcoat, and a pair of workman's gloves. After all, no one would connect a musclebound prize fighter with lightning reflexes to a scrawny nerd bullied on the regular, right?
We then cut to the next night as Eugene "Flash" Thompson knocks Crusher Hogan out cold in one fell swoop. He raises his arms in triumph, with the referee proclaiming him the winner, and flashes a cocky smirk to the cheering crowd. We quickly cut to Peter as he watches from behind the crowd, fearfully gulping at the display. He's then approached by one of the prize fight guards, who asks if he's here to fight. The nervous Peter quickly nods, though it's clear in his eyes that he's still hesitant. The guard quirks an eyebrow before leading him to the announcer and producer of the event, the portly and jovial-looking man Roscoe Sweeney. Roscoe claps and belly-laughs as the insensate Crusher is carried off in a stretcher, exclaiming that that was a fight worthy of greats like "Hammer" Harrison and Fighting Jack Murdock. As Roscoe chuckles, the guard walks up to him and gruffly introduces Peter, saying he's got some fresh meat for the fights.
Roscoe turns to Peter and sizes him up, quirking an eyebrow and asking him if this is his first time at a fight like this. Peter evasively replies, "It's my first time in the ring itself, sir." Roscoe guffaws at the answer and claps Peter on the shoulder, saying that the crowd would like spunk like that. Roscoe also notes that Peter's got some good muscles as well before calling up one of his assistants. He asks if they have a slot they can fit the rookie into, to which the assistant says that Flash's surprise opponent after Crusher had to back out due to ill health.
Roscoe grins and slaps Peter on the shoulder, saying that he's got their replacement right here. The assistant protests and says that the kid wouldn't stand a chance against Flash Thompson, which gets under Peter's skin. Not wanting to be seen as less manly than Dash Thompson, Peter steps up and says that he'll do it. Roscoe flashes a pearly white smile and applause Peter's willingness to be a good sport, promising to give Peter a cut of the profits after he loses. "There's no shame in losing, kid," he remarks after noticing Peter's eyes tense a little, "As long as you don't make it boring, that is." Roscoe then asks Peter if he has a ring name in mind, to which Peter replies that he'll go by the Human Spider. Roscoe does a so-and-so gesture with his handand says it could use some work, but it's a good base. He then tells his assistant to get Peter ready before approaching the ring.
Helped into the ring by the referee, Roscoe loudly asks the crowd if they've been entertained, to which he receives a thunderous applause in reply. Chuckling, he then says that he's glad they've all enjoyed tonight's main course, but he has something else to offer them tonight: dessert. He then begins to hype up this surprise match, slowly whipping the audience into an excited fervor. After the crowd reaches what he deems sufficient levels of anticipation, Roscoe then introduces a tired, but still enthusiastic, Flash Thompson, who steps back into the ring to cheers of the adoring crowd, or at least those who bet on him. He then introduces Peter as the Amazing-no... the Spectacular Spider-Man!
The lights then flash onto Peter, who slightly flinches at the sudden brightness. At the prompting of the assistant, he then slowly approaches the ring as the crowd both boos and cheers for him. Peter steps into the ring, with Flash smirking and intimidatingly posturing at Peter. Peter silently gulps as the referee steps in between him and Flash, who quickly lists off the rules of the fight to the two.
As soon as the referee finishes explaining and signals for the fight to begin, Flash throws a coordinated flurry of punches at Peter, who quickly dodges all of them before throwing some of his own. They're quick but sloppy, which allows Flash to easily sidestep them before counterattacking. Peter duck and weaves around Flash's attack like a maniac, frustrating Flash as this rookie is making a fool of him. This boosts Peter's confidence and causes him to taunt Flash, zinging one-liners here and there while nonchalantly avoiding the punches he throws, which Flash in turn responds by accusing Peter of being a coward and saying that he should fight him like a man. Peter gets cocky, though, and fails to notice an easily-dodgeable left hook that sends him stumbling into the ropes. Smelling blood in the water, Flash rushes forward and strikes, only for Peter to barely dodge and counter with a devastating uppercut. A dazed Flash stumbles back, which allows Peter to go on the offensive. He holds back, though, and makes sure to space out his punches so that his knockout of Flash doesn't seem too impossible, which he accomplishes with a punch to the liver. As Flash crumples to the ground and moans in pain, a stunned crowd watches in silence as the referee counts Flash down and out for the count. The silence pervades the room for a few more seconds before someone in the crowd loudly exclaims, "Hah! Pay up, Jerry!" This triggers a chain reaction as the crowd explodes with angry moans and excited cheers, with Peter being declared the victor.
As Peter collects his money from a very surprised assistant, Roscoe, a slightly strained smile on his face, congratulates the kid on his win. He tells Peter to come around again, show the regulars that he ain't no fluke. Peter enthusiastically says he'll be sure to and shakes Roscoe's hand before walking away. As Peter walks away, though, he's stopped by a tired Flash, who also congratulates Peter on the win and states that he's never had that much fun in a fight before. He tells Peter that he's got great talent for fighting like that, which causes Peter to beam under his mask. His pride is short-lived, though, when Flash adds, "Of course, all that talent means crap if you don't get trained soon enough."
Flash chuckles seeing Peter deflate and states that it's clear as day that he never threw a punch before tonight. Since it'd be a shame for all that talent to go to the gutter, Flash offers to train Peter. When Peter points out that that'd eat into Flash's time to fight himself, Flash barks out a sharp laugh and says he'll make far more from betting on Peter than being beat on by him before offering his hand. Peter thinks for a second before taking Flash's hand and shaking it vigorously.
We then cut to a short montage of the following month as Peter continues to win prize fight after prize fight at the expense of his personal life. He begins to fall asleep during classes, his grades start slipping, and he grows distant from his friends and family. He's also more irritable and easily frustrated now due to lack of sleep, which he tries to blows off through punching people. In one shot, we see a worried Uncle Ben looking out of Peter's open bedroom window at night, desperately searching for his nephew out in the dark streets below.
The montage ends with Dash and his goons confronting Peter yet again, though this time they're in the school. Dash goads Peter and pushes at his buttons, saying that he's ready to beat the smart out of Peter again and insulting his manliness and lack if bravery. A crowd begins to gather around the two as Peter struggles to ignore Dash's taunts, with Kitty telling Dash to leave Peter alone. Dash simply scoffs and says that of course Puny Parker would need a girl to defend his sorry behind. He asks Kitty what she'll do if he doesn't back down: break a nail on him?
It's the straw that breaks the camel's back. Peter slams his locker closed and whirls around with a scowl on his face, to which Dash sneers and states that Petey's getting defensive over his girlfriend. His goons snicker as Dash takes a swing at Peter, who dodges with contempt and decks him in the jaw. Dash stumbles into the lockers behind him with a loud slam, stunning him and other students as well. As he rubs his now bruised jaw, Dash's shock soon gives way to anger as he yells at his lackies to surround the nerd, which they rush to do. Peter looks around before stashing his glasses away in his pockets and adopting a defensive stance. Letting out a war cry, the goons rush him with one swinging a left hook at Peter.
We then quickly transition to Uncle Ben carefully hammering an office desk. Checking it over, he smiles and turns to the worried deskworker next to him, stating that that should do the trick as he stands up. The deskworker sighs in relief and thanks Ben for the help, stating that he'd been worried his desk would topple over like a house of cards for the past few hours. Uncle Ben tells him to not sweat it as he picks up his toolbox and walks away, bidding the worker a good day as he leaves. As he walks, he rubs his belly and chuckles to himself about how he can't wait for the end of the day to get back home for some scrumptious supper. He stops dead in his tracks, though, when he overhears someone angrily yelling from a nearby room. Cautiously approaching the room, he overhears the following: "The Goblin's gonna send his Enforcers after us if you keep risking outing our presence at Oscorp like this! The police won't keep their eyes shut forever if you keep leaving corpses where they can see them, you idiot!" Shocked by this, Ben quickly leaves the area and walks over to Norman's personal receptionist, saying that he needs to see Mr. Osborn.
We then cut to Osborn in his office, a tyrannically neat and pristine room that exudes little joy or warmth. Osborn look through expense reports as his assistant Gustav Fiers, seated opposite him, informs him that Mr. Kilgrave would like to make a deal with Oscorp regarding chemical compounds for his new line of perfumes, specifically ones that allow the perfumes to linger longer. Osborn blankly orders Gustav to send a message to Kilgrave that he would be interested in this deal and would be willing to do it at a discount if Kilgrave offered Oscorp a percentage of the profits these perfumes made. Gustav nods and writes the order down before being interrupted as Ben politely knocks on the office door. Osborn signals for Ben to come in and tells him to have a seat, which he does.
Ben gets comfy before asking Osborn how Harry is doing, to which Osborn simply responds that he's doing as adequately as usual. He then asks Ben how Peter is, to which Ben sighs and says that the kid has been through a bender lately, but he'll probably get through it soon enough. He then says that he isn't here to talk about the youngsters, though, and Osborn indicates for him to continue. Ben nods and relays the conversation he overhead, to which Osborn does not visibly react. However, Gustav tenses as he turns to his boss, standing up and heading to the door when Osborn gives him a nod. Osborn then tells Ben that this seems like a serious matter and that he'll look into the matter at once. As Gustav reaches for the door behind them, though, Osborn's secretary knocks on the door and, after being let in, apologizes for interrupting the meeting before saying that she received a call from the front desk for a Benjamin Parker. After Norman tells her to elaborate, the secretary states that they received a message from Midtown High about Ben Parker's nephew getting into a fight. Ben stands up, immense shock and worry on his face, and tells Osborn that he's sorry for leaving so soon but he needs to find out what on earth happened with his nephew. Osborn simply says that it is excused as Ben hurriedly rushes out of the office, though not before thanking the secretary. As Ben leaves, Osborn tells the secretary that no one is allowed in his office for the next fifteen minutes as he needs to make some sensitive phone calls. The secretary nods and says she'll be sure to do so before leaving as well. Once she's gone, Gustav locks the door before turning to Osborn and asking who he'll need to forward the payment to.
We then cut to Uncle Ben admonishing Peter as he drives them from Midtown High, stating that he is extremely disappointed in Peter's behavior. Peter mutters that Dash and his buddies got what was coming to them, to which Uncle Ben asks if they deserved the many broken bones, bruises, and cuts that Peter gave them. "It'd be one thing if you were simply defending yourself," Uncle Ben firmly states, "Instead, you decided to instigate a fight and brutalize your bullies unnecessarily." Peter argues that he was outnumbered, but Uncle Ben points out that since he came out of the fight without as much as a scratch, he most likely didn't need to beat up his bullies as badly as he did. He then points out that Peter also couldn't throw a punch to save his life just a month ago, which causes Peter to freeze slightly. Sighing, Uncle Ben turns to Peter and says that he and Aunt May know Peter has been sneaking out of the house for the last month to do something, which is probably connected to Peter's sudden ability to brawl. When Uncle Ben presses him on the matter, Peter, after a lot of hesitstion, admits that he's been participating in illegal prize fights.
Uncle Ben exhales slowly as they reach a red light. He turns to Peter and asks if this all is worth it, which confuses Peter. Uncle Ben elaborates and asks if using all these talent and capabilities he has to settle petty grudges and win some short-term fame and fortune is worth a week's worth of detention. Peter slumps in his seat unable to answer, which Uncle Ben takes as a sign to continue. "Sure, you might start off winning or even excelling doing what you're doing now," he begins, "But if you start throwing around whatever amount of power you have to deal with whatever problems you come across, the moment someone stronger and scarier than you, or someone that doesn't fear you, gets in your way, then everything you've built for yourself will crumble under your feet. You'll be left with nothing to call your own. Not even respect."
"You have the power and talent to accomplish so much more, Peter. So remember this: With great power comes great responsibility," Uncle Ben solemnly ends his monologue as the light turns green and he begins to drive again. Peter sighs as he rubs his neck, a conflicted expression on his face as he processes those words. After a few seconds of silence, he asks Uncle Ben what his punishment will be. "We'll talk more about that when we get back home," Uncle Ben replies, "Right now, we need to pick up some groceries for your Aunt May."
We then cut to the two as they walk out of a grocery store with groceries in hand. As they walk to the car, which is on the other side of the road, Uncle Ben realizes they forgot to buy cheese. Turning to Peter, he hands him some change and tells him to go buy some cheese quickly, otherwise Aunt May will have both of their hides. Peter chuckles and nods before running back to the store, during which we vaguely see a masked man slowly approaching Uncle Ben from the distance.
Peter searches for and grabs the cheese before rushing to the cashier to pay for it. Despite how quickly the whole thing goes, Peter taps his leg impatiently. Once he pays for the cheese, he quickly rushes back out and toward Uncle Ben, who's finished storing the groceries in the car trunk. Uncle Ben waves Peter over, but pauses when the masked man calls out to him with a gruff, "Hey!" As Uncle Ben turns to look at the masked man, Peter watches in horror as the man pulls out a gun from his trenchcoat and points it toward Uncle Ben. The scene slows as Peter lets out a yell of warning and rushes toward Uncle Ben.
He's too slow.
The man shoots Uncle Ben in the upper body three times, each shot reverberating painfully, before fleeing the scene. As Uncle Ben staggers to the ground, Peter catches him and gently lowers him to the ground. Peter cries desperately for someone to get help as he tries his best to stem Uncle Ben's bleeding.
"Keep... May... safe... Peter..."
Uncle Ben, with what little remaining strength he has, gives as reassuring a smile as he can to Peter before taking one last breath and succumbing to his wounds in Peter's arms. Peter lets out a silent scream before curling up against Uncle Ben's body, clutching to it as if it were a lifeline for a drowning sailor as a small crowd begins to gather. All is silent but Peter's ugly sobs and pleas that Uncle Ben come back.
We cut to closing credits.
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