Upset over losing Gwen, Peter thinks back to the day a radioactive spider bit him. Lost in thought, he walks past the Daily Bugle, running into Betty Brant. This spurs more memories. Finding himself on the Brooklyn Bridge, he walks across to visit Aunt May, unaware of the Beetle flying above. The Beetle breaks into a candy store, searching for the building that backs up against an import company’s vaults. May goes out to buy milk just as the Beetle breaks into the grocery, fi nding the vaults there. He takes May hostage, fl ying out with her. Spidey rescues May but she is as frightened of him as the Beetle. The two super-combatants fall through a glass roof to an indoor swimming pool. Spidey tosses the Beetle in the pool where his metal wings weigh him down. Defeated, the Beetle wonders why Spider-Man fought with such fury. Peter takes May home, thinking that today he paid a bit of the debt incurred by Uncle Ben’s death.
The radioactive spider bites Peter. Peter barely feels Ralphie’s punch and snaps a lamppost punching back, then leaps up a wall to avoid a car. He creates web-shooters and a costume, becoming Spider-Man but fails to stop a burglar from leaving a TV studio. Learning of Uncle Ben’s murder, he captures the killer at a warehouse and discovers it is the man he could have stopped at the studio. At Ben’s funeral, he vows to use his power for justice. May lavishes attention on Peter, but Dr. Bromwell tells him she has a weak heart. Peter and Betty Brant split up because of Spider-Man. Spidey takes photos of himself and sells them to Jameson who pays him half what they’re worth.
