- Back at Midtown High, Peter is eating lunch alone. Mary Jane walks by and slips on spilled food. Peter's reflexes go into hyper-speed: he catches M.J., her tray, and all the food on it before it can hit the floor.
- Mary Jane thanks him and says she'd never noticed that he has blue eyes before. Did he just get contacts? Peter stares at her like a golden retriever.
- M.J. leaves, and Peter finds that he has a fork stuck to his palm. Then he finds that he has a web coming out of his wrist, attached to the fork.
- Another web shoots across the cafeteria and sticks to a full lunch tray on the next table. Peter snaps it back toward him.
- He ducks, and the tray full of food slams into the head and shoulders of the student behind him. Of course, it's Flash Thompson.
- Brain snack! In the comics (as well as in subsequent film adaptations), Peter invents his web shooters; they aren't organic like they are here. What are the webs made of? Nobody knows for sure.
- Peter bolts from the cafeteria, the now-empty lunch tray still attached to his web and trailing behind him like the world's saddest dog. Other students call him a freak.
- Flash follows Peter to his locker and throws a punch. Peter knows it's coming, though. We see time slow down—which is to say, we experience it like Peter does—and Peter has plenty of time to avoid Flash's punches.
- Peter tells Flash he doesn't want to fight.
- Students gather around, and Flash and Peter fight. Peter expertly dodges Flash's punches, even flipping up in the air 15 feet over Flash's head.
- The students are mystified and cheering. With one big gut punch, Peter sends Flash careening down the hallway, right into a teacher who drops his lunch tray on Flash's head.
- The students cheer once more.
- Peter looks surprised. Harry thinks the whole thing is awesome. M.J. looks shocked and concerned, and not in a good way. Peter runs off; the other students scatter.
- Turns out, Peter didn't just leave the site of the fight; he left school. He runs into an alley. He looks at a nearby spider in its web, then looks at his wrist and the back of his hand. Still got that bite.
- Then he examines his fingertips. They have little hairs growing off of them. Peter looks at the brick wall behind him and starts to climb up the side of the building—that's right, just like a spider.
- Next, he runs from rooftop to rooftop, hooting and hollering and jumping 30 feet or so at a stretch. He's not quite able to leap tall buildings in a single bound, but dude is catching some serious hang time.
- Once he's done testing out climbing and jumping, there's only one thing left to do: test his web shooters.
- More specifically, he wants to test them out on the construction crane across the street. There's only one teensy-weensy problem: he doesn't know how to make his web shooters shoot.
- Peter tries issuing different commands to his wrist like "go, web, go!" and even a "shazam!" Nothing works.
- Eventually, he figures it out and snags the crane. He grabs hold of the web and swings off the rooftop, over the busy street below, screaming the entire way. He makes it to the rooftop on the other side, but he can't stop in time to avoid slamming into a wall—and then sliding down it like a cartoon character.
- Peter gets home after dark to find the kitchen painted—whoops!—and a pleasant note from Uncle Ben telling him that dinner is in the oven.
- We don't know about you, but if we blew off plans to help our elderly uncle paint the kitchen, he wouldn't be leaving us dinner.
- Next door, M.J.'s parents are fighting. Loudly. It's impossible for Peter not to hear it. Frankly, we're surprised it doesn't wake up Uncle Ben and Aunt May. (We're just assuming they're home and asleep and not, say, out clubbing in Chelsea.)
- Peter takes out the trash just as Mary Jane escapes into her backyard for a break from her abusive father. She asks Peter if he heard them, then acknowledges that it's kind of impossible not to.
- M.J. tells Peter that the fight at school with Flash kind of freaked everybody out. Then talk turns to their plans after graduation.
- Peter wants to go to the city and get a job as a photographer. Mary Jane wants to head to the city, too, to be a stage actress. She isn't sure she's got the chops, though.
- Peter assures M.J. that she's a great actress and that she's going to light up Broadway one day.
- She tells him he's taller than he looks. They share a moment.
- Just then, Flash shows up and yells at M.J. to come check out the new car he just got. She leaves.
- Cut to Peter looking at the car ads in the paper. They're all way out of his price range as an unemployed high school senior.
- Then he spots an ad for amateur wrestlers. Three minutes in the ring can earn him a cool $3,000. That would be enough to get him a seriously used car. He's in.
- Montage time! Peter sketches out a variety of costume ideas in a notebook. He tries out different symbols and color schemes as visions of Mary Jane—and a car—dance through his head.
- Ultimately, he lands on a red and blue design similar to that of the Spider-Man outfit we know and love.