One day, a boy named Peter Parker plays tag with his two friends Harry Osborne and Gwen Stacy, the boys fathers owning multi million dollar companies (Parker Industries and Oscorp) and Gwen Stacy's father whose a police officer. As Peter runs from Harry and Gwen, he doesn't watch where he is going and falls down an old well. Peter hits the bottom hard, knocking his glasses off of his face.
"Pete, are you ok!?" Harry yells down.
"Yeah, I think so." Peter replies, clutching arm.
"Hold on, I'll go get help." Gwen tells him, as they both run off to his house.
Peter slowly sits up on the ground, still can't fully stand up. As he hears noises down in the well, he starts reach around in the dark for his glasses. Peter finally finds them and quickly puts them on, looking around, seeing a cave and a giant spider web near him. A bunch of bats then fly through the web, swarming Peter. Peter covers his head and screams while the bats fly all over him.
As all the bats fly out of the cave, his father Richard Parker, lowers down in climbing gear.
"It's ok, Peter. It's ok."
Richard extends his hand and Peter takes it, and they soon get out of the cave. Later, Peter is laying in bed while Harry and Gwen is next to him. His butler(Benjamin Pennyworth) then brings him a glass of water.
"Thanks, Uncle Ben."
Ben smiles.
"My pleasure, Master Peter." He says, leaving the room.
"Why do you call your butler uncle?" Harry asks.
Peter just shrugs and drinks his water.
"I think it's sweet." Gwen says.
Her and Peter share a smile. Harry notices this and folds his arm in disapproval.
Peter's dad then walks into the room.
"Ok, come on kids, I'll have Ben take you two home. I think we've all had enough excitement for one day."
Harry gives Peter a fist bump and runs out of the room, and Gwen gives him a kiss on the cheek and follows Harry.
"Get some rest, ok kiddo?" Richard tells him.
Peter nods and tries to go to sleep as his father leaves the room. He closes his eyes, all he sees is the bats swarming all around.
Years later, a teenage Peter wakes up from the same nightmare in a cold sweat. His parents then walk into the room, worried about their son.
"You ok, sweetheart?" Peter's mom, Mary Parker, asks.
Peter wipes the sweat from his forehead and looks at them.
"Yeah, I'm ok." Peter says, obviously lying.
Richard looks at his son with kind eyes, reassuring him.
"Was it the bats again?"
Peter hesitates answering the question for a minute, slowly nodding his head. Richard then sits on the bed with Peter.
"You know why they attacked you, right? Because they were afraid of you."
Peter scoffs.
"Yeah, right."
"I'm serious, all creatures feel fear. In fact, I bet they were probably even more scared than you were."
Peter chuckles.
"I doubt that, I was pretty scared."
They all share a chuckle.
"Get some sleep, sweet heart. You have that big field trip to that special science exhibit tomorrow." Mary says, kissing Peter's forehead.
"Goodnight, son."
As his parents leave the room, Peter stares out of the window, looking at the moonlit sky, soon drifting off to sleep.
The next morning, Peter comes downstairs after getting dressed for school. He sees a news report about all the crime in New York City in the living room then walks into the kitchen and sees his parents.
"Morning mom, Morning dad, Morning Ben." Peter says as he grabs a piece of bacon that Ben made.
"Hey, kiddo. Did you get some sleep last night?" Richard asks.
"Yeah I did a little, but you know men of science don't need that much sleep." Peter says.
Richard and Mary chuckle.
"Well you better get going or you'll be late for your field trip, my little scientist." Mary says, ruffling Peter's hair.
"Mom." Peter replies, fixing his hair.
Peter then leaves for school, waving bye to his family.
Later, infront of the building where the science exhibit is taking place, Peter stands on the steps, waiting for his friends to show up.
"Hey, Pete." a beautiful voice says.
Peter turns around and sees Gwen Stacy, face instantly turns red.
"Gwen! Hey, hi. How's it going?" Peter nervously says.
Gwen chuckles.
"So where's Harry?" Gwen asks.
"Uh, I don't know yet. He said he was riding with his dad."
Gwen sighs.
"Oh man, that must be fun."
At that moment, a fancy, expensive car pulls up to the front.
"Woah, gotta say it's cool having rich friends." Gwen jokingly says.
Harry steps out of the car and walks over to Peter and Gwen.
"Hey Pete, Gwen. You guys ready to head inside?" Harry says, patting Peter on the shoulder.
As they start to walk in, Harry's father stops him.
"Harry! I think you'll be needing this." He says, holding Harry's backpack.
Harry silently sighs and takes his backpack.
"Peter, Gwen, this is my father, Norman Osborne."
Norman shakes both of their hands.
"It's always a pleasure to meet the young lady my son is always talking about." Norman says, as Gwen smirks.
"Dad."
Norman then turns his attention to Peter.
"And you, Mr. Parker, your father has told me so much about you. Tells me your quite the science whiz just like him. You know, I'm something of a scientist myself."
"Yeah, my dad showed me all of your research on nanotechnology. Really brilliant."
Norman is surprised.
"And you understood it?"
"Yes sir, I even wrote a paper on it."
Norman smiles.
"No wonder your father is so proud of you."
As Peter smiles, Harry looks away, a little annoyed by this.
"Well it was nice to meet you two. Hope to see you again."
Gwen and Peter nod and they walk away.
"He doesn't seem so bad." Peter says.
"Yeah, it's different when you're not a genius, trust me." Harry says, as he flips a coin.
As the tour goes on, they make it to the spider exhibit, where they've been experimenting on the spiders with radiation. Peter is amazed by the equipment that they are using.
"That's incredible, this is the most advanced electron microscope on the eastern seaboard. It's amazing." Peter says as Gwen smiles, being excited over this too and annoying Harry.
At that moment, a bully named Flash Thompson purposely bumps into Peter and laughs about it.
"Don't let him get to you." Gwen says, putting her hand on his shoulder.
Peter nods, and they continue to walk around the spider exhibit. Harry then notices a special looking spider.
"Check out that spider." Harry says.
Peter and Gwen are both in awe.
"You know, some spiders change colors to-" Peter starts to say.
"Blend into their environment. It's a defense mechanism." Gwen says, finishing his sentence.
Peter looks at her a little surprised.
"Don't forget, I'm just as big of a nerd as you are." Gwen says.
As the two smile at each other, Harry scoffs in the background, flipping his coin. Flash then pushes Peter out of the way to stand infront of the way.
"Gwen, wassup. How bout you and me go out tonight?" Flash says with an arrogant smile.
"Sorry Flash, but I don't go out with guys who can't spell "it." Gwen replies.
Flash gets angered by this.
"Oh right, I forgot you only hang around rich, spoiled brats, right?"
Flash then picks up Peter by the shirt.
"You're sirously gonna pick puny Parker over here?"
Harry then steps up.
"Leave him alone." Harry demands.
Flash smirks.
"Or what? Your daddy's gonna sue me?"
Flash then pushes Harry. Anger then flairs up in Harry as he grabs Flash by the wrist as hard as he can, hurting the athlete.
"I said, let go." Harry says.
The teacher then comes over to them.
"Is there a problem here?"
Harry then abruptly puts his arm around Flash's shoulder and smiles.
"Flash was just telling me how spiders blend into their environment as a defense mechanism."
The teacher stares for a minute, slowly walking away. Flash then shoves Harry off of him.
"You're a pycho, Osborne." He says walking away.
"Thanks, Harry." Peter says.
"Don't mention it." Harry replies, walking away.
Gwen and Peter look over at Harry, worried about him. At that moment, a spider lowers down onto Peter's shoulder, crawling down his arm.
"I should go check on him, see if he's alright. You know how he gets when this happens." Gwen says.
"Yeah, go ahead, I'll catch up." Peter replies.
As Gwen walks away, the spider crawls on Peter's hand and bites him. Peter flinches out of pain and flicks the spider off, then looks at the spider bite. He tries to shake off the pain, then walks over to his friends, not knowing that the spider was a radio active spider.