The movie begins with Peter Parker in the restroom of his high school and he is popping a zit on his face. Peter then runs to his science class where you are introduced to Mary Jane Watson and her boyfriend, Flash Thompson. One day, Peter and his class go on a field trip to a laboratory. This laboratory makes mutagenically enhanced flies and there are fifteen of them. However, one of the flies escapes and a regular spider catches it in its web and eats it. The mutagen in the fly is then passed on to the spider. While Peter takes pictures of Mary Jane for the school paper, the spider crawls onto his hand and bites him. Peter freaks out and when he goes home the spider venom plunges him into a psychotropic state and sees disturbing images of spider webs
