You've never seen a Cinderella story like this one! In search of a husband for Princess Gwendolyn, a costume ball is thrown for the suitable young men of the Kingdom, but when the mysterious Spider Prince arrives, that's when the trouble begins. Who is this noble knight no one has ever heard of? What grudge do the soldiers in the Goblin Brigade hold against him? And just why does this dashing Spider Prince need to depart before midnight? Will he fall victim to a pumpkin bomb?
Once upon a time, a family of knights fought bravely. This family was the Parkers. During one battle, Ben Parker was stabbed by a sword. His brother Richard tried to go to him, only to get shot numerous times by arrows. With both Parkers dying, Richard was concerned with who would raise his son, Peter and be a mentor to him. Another knight was near by, Norman Osborn. Even though many felt Osborn was a demon, Richard felt he was an honorable man. With his dying breath, he asked Norman if he would raise his son. Norman promised that Peter would always have a place in his home.
Years later, it is seen that Peter's place is basically that of a servant. Using a broom, Peter would practice being a knight in private. He wishes he could get out of the Osborn house and that his father and uncle were still alive. His only true friend is a fellow servant, Mary Jane.
As Peter and Mary Jane talk, an enraged Norman storms in demanding that Mary Jane polish his and Harry's armor until she can see her reflection in them. He says that Harry's big day is coming and he has to look his best. Mary Jane is sad because she already has so much other work to do. Peter, being the friend that he is, offers to help her polish them.
Peter soon finds out why the knights hate polishing their own armor. He also finds out that the King is having a ball next Saturday. He has decided it is time that Princess Gwendolyn finds a suitable knight to marry her. Norman wants nothing else but for Harry to be the chosen one. Peter is ecstatic to hear about the ball. He figures this is his chance to be with Gwen. He asks Mary Jane if she knows of any way to get him in. She refuses, not wanting to get into any further trouble. Peter continues to beg her asking how would he ever get another chance to meet the perfect girl.
Visiting his father's and uncle's tomb down below, he ponders over how he can fulfill his dreams. Seeing a spider spinning a web between the two tombs, Peter decides to create his own armor. He works hard creating an armor with the symbol of a spider.
The night of the ball, Norman tells Peter that he has given the staff the night off except for him. Peter has to pick up the slack and is ordered to clean out the stables before they return at midnight. Saddened over losing his opportunity to secretly go to the ball, it is now Mary Jane's turn to come to his rescue. She offers to work the stable so he can join the rest of the staff and get his mind off of Gwen.
At the palace, Gwen is not happy with her father. She is not too keen on the same old crowd being at the ball. She doesn't think it's possible for her true love to simply walk through the front door. At that exact moment, the "Prince of Arachne" is announced. Peter walks straight for Gwen, much to Norman's dismay.
Kneeling before Princess Gwen, Peter introduces himself. She asks for him to remove his helmet but tells her that the laws of his land prohibit him from doing so until he shares a dance with the woman asking. Charmed, they soon hit the dance floor.
Hours pass and Peter soon discovers that midnight is approaching. Having no choice, Peter must flee immediately. Gwen tries to stop him since she doesn't even know his name. All she manages to get is one of his webbed brassards.
A royal decree goes out requesting any information on he who has the matching brassard. Norman sees this as an opportunity for Harry to still marry Gwen. He figures they need to find and kill the real person so that Harry can stand in his place. Peter overhears this entire conversation.
In Peter's room, Mary Jane decides to help him clean the place up. Seeing something hiding in his mattress, she uncovers his spider-armor. She now knows that he is the one that the King is searching for. Peter walks in and says he needs to destroy the armor. Mary Jane tells him this is his chance. The princess fell in love with him so he needs to go to her. Peter says it's impossible since he's not even a real knight. Mary Jane says it doesn't matter. If Gwen found out the truth, she'd just fall in love with him all over again.
Now seeing that Mary Jane must have some sort of feelings for him, they are interrupted by Harry. He takes the piece of armor and says Peter will suffer his father's wraith when he finds out. Mary Jane tells Peter to quickly go to the Princess before Harry can get there. He has to be a knight and save the Princess.
Harry and Norman arrive only to find that Peter has beat them there and told them the truth. The King has decided to allow Gwen to choose Peter, despite whatever his story was. Norman will not stand for this and raises his sword to strike him. Peter manages to block Osborn's sword with on of his own. The two begin to fight as the King orders his men to stop Osborn. Norman tries striking Peter but he manages to duck the blow. The blade then cuts a rope holding up a chandelier. The chandelier is about to land on Peter but Gwen manages to push him away. Norman stands in shock over having killed the Princess.
Outraged, Peter approaches Norman and tells him that he's suffered his whole life because of him. It ends now. Norma lies dead also. Harry screams vengeance against Parker.
The entire kingdom mourns the loss of their Princess. It is accepted that she had chosen to marry Peter and he is allowed to become their new Prince. He is knighted and the spider becomes a symbol of honor and justice. Peter stands over the people, still feeling sadness. Little did he realize that Gwen was not the only love that Peter lost. Mary Jane lies alone with Peter's brassard, dreaming of her knight in shining armor.