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Peter Parker furthers his EWO career with the help of the beautiful Tiffany and his manager, Mr Wendle. Peter also tries to make up with Aunt Msy and Uncle Ben.

At the gym, Crusher Hogan is showing Peter some of his wrestling moves, giving the kid a bit of a scare in the process. Peter asks Crusher if the next move he shows him isn't going to hurt but doesn't get a straight answer. So Peter takes Crusher by surprise by showing him one of his own moves.

In the office of Monty Caabash, Peter talks about rules he insists they abide by. He wants no one to know his identity so the mask stays on at all times. He wants to be paid in cash. Finally, he's already got a name picked out for himself: Spider-Man. Monty thinks that name will spook the kids so he rattles off some other names but Peter's mind is already made up. The boy wants to be taken seriously so he wants a name that suggests such. Monty settles on his terms and agrees to let him call himself Spider-Man.

Monty tells Peter that he needs a costume because his current wear makes him look like he's going to rob a corner store. He brings in Tiffany Lebeck, a older woman, who just happens to think Peter is cute, to work on a costume for him. She even offers him a place to stay until he can find his own place (not knowing that he lives with his aunt and uncle) but he declines because he has a test to study for.

Arriving home late, Peter sneaks in the house, but his efforts to keep his entrance noise-free fail. He hurries to his room, thinking that he should tell off aunt May and uncle Ben for all the times they were never there for him when he was picked on in school. When uncle Ben asks if Peter's awake he just pretends to be sleeping.

Peter stayed up all night worrying about aunt May and uncle Ben's feelings so he's pretty much dead to the world in science class, not even hearing Liz whispering to him. When class is over, Liz tells Peter that they probably both failed the test. Once again Peter is taken aback by the fact that Liz is talking to him. She notices that Peter is bleeding, but Peter doesn't hear a word she says. He can't even finish what he was going to say to her because he passes out.

Waking up in a hospital, aunt May and uncle Ben are by Peter's bedside. They say they found out what happened from Liz and they were worried about him. Peter berates them wondering why they weren't worried when he got beat up and picked on. He turns his back to them to get some rest, knowing they'll leave eventually.

The night of Peter's first pro match and he's all decked out in a new costume (not the familiar red & blue we all know and love, but close). Sensing that Peter is a bit nervous, Tiffany tells him that he'll do wonderful and to show everyone what he can do. Peter wins the match without causing serious injury to his opponent.

Monty is off having a drink, chatting with some fellows that look like the type your mother would warn you to stay away from. The guy Monty is talking to, Mr. Angel tells him the time has come for him to "pay off on our investment." Sweating up a storm, Monty tells him that Spider-Man will make things nice and even for them. Mr. Angel asks if Spidey is under contract and Monty stutters saying that's he's under contract for life.

Tiffany talked Spidey into carrying her to the top of the city, something he can't believe he actually did. She tells him he has to push himself in life or else he won't go anywhere. When she begins tugging on his mask, he tells her he isn't ready for her to see his face just yet. She says that she understands but she expects there to be no secrets between them.

The night of another wrestling match and Monty is freaking out because there's no sign of Spidey. Making a grand entrance in his revamped costume (the classic red & blue), "the Amazing Spider-Man" swings into the ring on his newly invented web. Spidey taunts the Mangler with the his trademark witty banter, giving him a few free shots before winning the match.

Peter patches things up with aunt May and Uncle Ben. He realizes that although they may not understand him, they are good people and he's put them through a lot ever since he got his spider powers. Things seem to be better at school too because he spends the entire lunch period talking with Liz. Life seems to be getting better all the time for Peter.

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