Lying to his aunt and uncle about where he is going, Peter decides to enter a wrestling tournament to get money to buy a car and impress Mary Jane. Peter quickly learns to scale walls, long jump across building rooftops and swing using webs from his wrists.

Peter escapes from the school and realizes that he has acquired spider-like abilities from the spider bite. When Peter goes to school, he finds himself producing webbing and having the quick reflexes to avoid being injured in a fight with Flash Thompson. The next morning, Peter finds that his previously impaired vision has improved to 20/20 and that his body has metamorphosed into a more muscular physique. Afterward, he goes into an uncontrollable rage and kills his assistant. Meanwhile, Norman Osborn, Harry's father, attempts to preserve his company's military contract from a rival firm, personally experimenting with his company's new but unstable performance-enhancing chemical vapor to increase his speed, strength, and stamina.

While taking photos in the laboratory, Peter is bitten on the hand by a genetically engineered 'super spider', and arrives home and passes out with the bite wound considerably swollen. Peter Parker, Harry Osborn, and Mary Jane Watson visit a genetics laboratory with their high school class. 3 Continuity and References to the Spider-Man Universe.

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