Peter Parker thinks back to how he first first got his powers. He had been bitten by a spider which had accidentally been given a blast of radiation whilst at a science lecture. After being bitten and discovering his wall crawling and super strength, he designed his web shooters and a costume. However, whilst at a TV studio, he ignored a thief who ran past, since he didn't think it was his problem. However, that night, he found out that his Uncle Ben had been shot by a burglar. Confronting the burglar, Spider-Man found out that it was the same one who had run past him at the TV studio, who he could have stopped if he had wanted to.
As Peter passes the Daily Bugle, he also remembers how he used to date Betty Brant, but they split up because he couldn't tell her he was Spider-Man. He also remembers how he came up with the idea of taking pictures of himself as Spider-Man, so that he could sell them to J. Jonah Jameson at the Daily Bugle, even though he got next to nothing for them.
By now Peter is almost at his Aunt May's, although as he walks there, he fails to notice the Beetle flying overhead. The Beetle continues to a small candy shop, which he tears apart before leaving. Meanwhile, Peter arrives at Aunt May's, who tells him about how the Beetle has been robbing small stores in the vicinity, although not taking anything. After Peter goes to bed, Aunt May goes out to buy some food.
As Peter sleeps, he has a nightmare involving Aunt May, Spider-Man and the Beetle. Upon waking up, he finds Anna Watson telling him that Aunt May was kidnapped by the Beetle whilst out. Peter changes to Spider-Man and goes to stop the Beetle, who reveals that he had been breaking into small stores because some of them were backed against the vault of a bank behind them. Spider-Man manages to trick the Beetle into dropping Aunt May onto a net made of webbing, before attacking the Beetle head-on. Spider-Man manages to cause the Beetle to fall into a pool, with the weight of his armor making him unable to swim, with the police taking him away.