Peter Parker is "Midtown High's only professional wallflower" but his Uncle Ben and Aunt May think he's pretty special. Midtown science teacher Mr. Warren is also impressed with him, but Pete just can't get respect from his teen-aged peers. Sally Avril brushes him aside for "dreamboat" Flash Thompson and no one will join him at the Science Hall's "Experiments in Radioactivity" where a spider descends just as the radioactivity is unleashed. Dying, the spider bites the nearest living thing, Peter Parker, giving him enhanced speed, strength, agility, and the ability to cling to nearly any surface. Testing his powers, a disguised Peter accepts the public challenge to stay in the ring three minutes with wrestler Crusher Hogan and easily wins, attracting the attention of agent Maxie Shiftman. At home, Peter creates a costume and web shooters, then appears on television as Spider-Man. At the studio, Spider-Man refuses to stop a fleeing burglar, telling Baxter Bigelow, the pursuing guard, "From now on I just look out for number one. That means me!" Days later, Peter returns home to learn that Uncle Ben was murdered by an intruder who is holed up in the Acme Warehouse. Racing there as Spider-Man, Peter defeats the burglar and discovers he is the man he could have stopped at the studio. Grief-stricken and guilt-ridden, he learns that with great power must also come great responsibility.