The big yellow school bus had already pulled away from the curb when Peter Parker, realized he was late, again. He ran after the bus and tried to catch it, but the driver didn't stop until one of the girls on the bus told him to let Peter get on.

Peter thanked the bus driver for stopping as he got on the bus. He walked down the aisle looking for a seat and ended up getting knocked down by one of the jocks. He lost his glasses, but found them quickly enough in spite of the laughter around him. He got up and hurriedly picked up his belongings and sat down. No one on the bus was more relieved than Peter when they reached the school.

While at his locker getting his books for his first classes, Peter found himself being picked on by some of the other students yet again. He was getting annoyed by fact that they were always picking on him, but he didn't have much of a choice because he couldn't stand up to them, so he let them do it.

Then Peter remembered that his class was going on a field trip to the Osborn Corporation for part of the day instead of going to classes. They were going to learn about all different kinds of spiders and genetics and things like that. Peter was to bring his camera to take pictures for the school paper.

When they arrived, Peter took a few pictures and then started to join the rest of his class but was distracted when his best friend, Harry Osborn, stopped him. Harry's father Norman ran the company and was one of the richest men in town, but that never mattered to Peter and Harry. They talked for awhile, until one of their teachers told them to hurry up.

When they caught up to the rest of their class, everyone was listening to the lady giving them the tour. She was talking about the spiders she was showing them. She told them where the different spiders came from and how poisonous they were. The lady agreed when Peter asked if he could take some pictures of the spiders for the paper, so he tried to, but got bumped by another student and accidentally took a picture of something else.

They all followed the lady to another section of the building. She showed them the spiders in their containers and mentioned that there were fifteen spiders. Mary Jane pointed out that one was missing, because she only counted fourteen. The lady tells one of her co-workers and then informs the students that they'll find the missing spider soon.

The rest of the students continue to fborn, stopped him. Harry's father Norman ran the company and was one of the richest men in town, but that never mattered to Peter and Harry. They talked for awhile, until one of their teachers told them to hurry up.

When they caught up to the rest of their class, everyone was listening to the lady giving them the tour. She was talking about the spiders she was showing them. She told them where the different spiders came from and how poisonous they were. The lady agreed when Peter asked if he could take some pictures of the spiders for the paper, so he tried to, but got bumped by another student and accidentally took a picture of something else.

They all followed the lady to another section of the building. She showed them the spiders in their containers and mentioned that there were fifteen spiders. Mary Jane pointed out that one was missing, because she only counted fourteen. The lady tells one of her co-workers and then informs the students that they'll find the missing spider soon.

The rest of the students continue to follow the lady on the tour, but Peter and Mary Jane remain behind. Peter asked Mary Jane if he could take some pictures of her beside the spiders and she agreed, so he did. Although he focused more on MJ than the spiders. While he was taking the pictures, the missing spider came down from the ceiling, landed on Peter's hand and bit him. Peter shook his hand and he and MJ went to join the others.

Later that day, after school was over, Peter was glad to get home because he wasn't feeling right. He lived with his Aunt May and Uncle Ben. They were waiting for him when he got home. Aunt May asked him if he was ready to eat. Peter told her he wasn't feeling well and just wanted to go to bed. He insisted he'd be okay and that he wanted to be left alone.

Peter was so tired he fell on his knees by his bed as soon as he got to his room and shut the door. He couldn't get up to his bed, because he was in so much pain, so he pulled down the blankets and slept on the floor beside the bed.

The next morning, Peter felt fine. While Aunt May kept calling him for breakfast, he was standing in front of the mirror, because while he felt fine, he also felt different. He put on his glasses and his vision blurred, which was unusual because before he needed the glasses in order to see. He took them off and could see everything perfectly.

Peter also noticed, when he looked at himself in the mirror, that his body had changed during the night. He was no longer the thin, scrawny weakling he'd been all his life. Aunt May called up and asked him if everything was okay and he said it was. He was shocked by the changed he'd undergone, but he had to admit that he liked the changes.