High school sophomore Peter Parker lives with his Aunt May and Uncle Ben, is a school outcast and a bully victim. During a field trip to Horizon Labs, he visits a radiology demonstration utilizing the Atomic Cylotron, with his friend Harry Osborn and unwitting love interest Felicia Hardy, being given by renowned scientist Otto Octavius. During the experiment, however, a small spider climbs down and becomes bombarded with radiation. The spider then lands on Peter's hand and bites him. Peter then subsequently passes out. Roll credits and title (With this playing)