It’s Little Petey’s birthday. The gang’s all here for his party, just a group of kids hanging out together. But people drift apart, when they have different interests. In Junior High the other kids wanted to go to the dance but Peter had to study. But they always asked if he wanted to come, because they were friends. Until High School and Flash Thompson, then they became his friends. Flash doesn’t like bookworms and soon the others didn’t like Peter either. It seems like a long time ago, but it was only a few weeks ago.
A construction site… a worker is falling to his death as the girder he was standing on comes loose from the crane. Spider-Man catches him, and the crane. His Spider Sense tingles as a figure hovers behind him in the air. He turns around and there’s no one there. The construction worker and his crew thank Spider-Man, they shake his hand, want his autograph. Spidey swings away as a familiar voice calls after him. Maxie Shiffman has tracked him down. He says they can make millions together. But Peter Parker doesn’t want to do that anymore. He just wants to live up to his responsibilities. Maxie doesn’t understand. He doesn’t know that chasing after showbiz caused Spider-Man to ignore a burglar he could have stopped.
A skyscraper somewhere in New York… A large suited man ominously stares out at the city. He is asked what should be done about Spider-Man’s interference. He says nothing needs to be done as the point has been made. Wilson Fisk wants an ownership stake in both the construction company and the management firm, whether they want to cooperate or not. His henchman asks him what if Spider-Man interferes again. Fisk says he has someone who can deal with him.
The Parker Residence… The TV is tuned to the show “It’s Amazing”. They’re showing a story on the mutant menace. A young man is shown to shoot optic rays out of his eyes and save a crowd from falling debris. But people realise he’s a mutant and turn on him and he runs away. Peter watches this and thinks there are two different worlds out there. The one with heroes and monsters and the one where a frail old woman has to work her fingers raw sewing old clothes as there’s no money to buy new ones. Aunt May tells Peter he doesn’t smile enough but he says there’s not much to smile about due to their money troubles and him unable to help out because of school. May tells him he’s too serious and he should be having fun with his friends, surely he’s got lots of friends.
After his aunt has gone to sleep Peter goes out as Spider-Man. He’s soon attacked by a young girl who is flying using kinetic energy. They talk and realise they’re two of a kind – kids with super powers. Days pass by and they become friends, hang out, share things. Peter eventually starts wondering if he’s having too much fun and shirking his responsibilities. What would Uncle Ben think?
Maxie Shiffman’s office… Shiffman’s secretary Grace quits her job as she’s not been paid for weeks. The phone rings, it’s the producer for “It’s Amazing” wanting to book Spider-Man on the show. Shiffman says he needs a little more time. There’s a knock at the door. A red and blue costumed character walks in. Shiffman says that’s not what Spider-Man’s costume looks like and he’s not holding auditions. The man in the costume convinces Shiffman to talk to him.
Back in the Parker’s residence… Peter sits in front of the TV and broods about being responsible. The TV shows a news story about the same construction building where Spider-Man had saved a worker. The development is plagued with accidents. The news mentions how a bulldozer was even found on top of the building. Mob related sabotage is suspected. Peter thinks if he stakes out the building he can catch who’s causing the accidents and stop them and best of all he won’t have to do it alone.
Spider-Man catches up with his new super powered friend, Josephine “Joey” Pulaski. He tells Joey about his plan and she turns furious. She flies away and starts shooting her kinetic blasts at a random building. The debris from the building is falling towards pedestrians. A spider web stops anyone from getting hurt. Joey is on a rampage and starts causing accidents all over 5th Avenue. She’s headed for a school bus when Spider-Man swings in and carries her away. He asks her what’s wrong. She tells him he’s what’s wrong. Always talking about responsibility and duty – it’s boring. Now he wants to save that building when she’s the one who’s been messing with it in the first place. She says a guy’s been paying her to do it and there’s a big job coming up. Spidey tries to convince her what she’s doing is wrong but Joey is sick of his moralising and if he doesn’t know how to have any fun she doesn’t want to hang out with him anymore. She flies away.
Peter is torn. He knows what Joey is doing is wrong but wonders if he’s become too serious himself. Maybe they can meet half way? Even Aunt May thinks he should loosen up. Hasn’t he saved enough lives to make up for Uncle Ben? Peter walks home lost in his thoughts. He passes some of his school mates playing football. One of them thinks it’ll be funny to throw the ball at him. He catches it without even looking and throws it back like a bullet. The guys are impressed and ask him to join their game. Peter joins in when Flash Thompson arrives. He can’t believe Puny Parker is actually playing football. The other guys tell Peter to show Flash what he can do… but Peter can’t be bothered and walks away. After dark Spider-Man goes out hoping to find trouble, hoping trouble will look like Flash. He stakes out a bad neighbourhood and hears some guys talking about trouble coming to a head at a construction site tomorrow. It’s got to be Joey’s “big job”.
The next day a man is being held in the air in a bubble of kinetic energy on top of a construction site. He is being threatened to go into partnership with the blackmailers’ employers or die. Spider-Man swings through the bubble and pulls him out. Fisk’s henchman orders Joey to kill Spider-Man and she attacks him with bolts of energy. Spidey tries to reason with her whilst dodging the bolts but is caught in a bubble. He’s being crushed and Joey won’t listen. He gets an arm free and shoots a web line at a building, using it to pull his body free. He feels he’s done all he can to reason with Joey. He tried to help her but she has to be stopped. He leaps at her while she’s still in the air, dodges her blast and knocks her out with one clean punch. In the meantime the mobsters made a getaway. Joey’s arms are tied behind her back preventing her from using her powers. She refuses to talk to the police as they take her away. Spidey tells her maybe she can still be helped and she screams at him saying she hates him. Peter tells himself he knows he did the right thing.
Fisk Towers… A large suited man ominously stares out at the city. The Kingpin feels he has underestimated Spider-Man and it is inevitable their paths will cross again.