ACT 1: As Peter walks around town, he comes in assistance to a young kid persecuted by a gang of bullies at a nearby school. As he talked them out of beating up the kid, he reminisces how he used to be alienated because he was smart. The kid, rather than being thankful for Peter helping out gets mad at him stating that Peter embarrassed him in front of his peers and that this will only make them pick on him even more. A confused Peter apologizes but the kid is long gone. A teacher who had overheard the conversation between the kid and Peter approaches Peter, and tells him not to worry about the kid, that he’s got to learn to evolve or...die...and that things constantly change. Peter agrees that things change...and some never change...unless somebody makes them change.

ACT 2: Later that night, as Spider-Man web-slings through the city, he notices three kids attempting to steal a car. He slides down on a web line and scares the kids away. Suddenly a voice surprises Spider-Man. Next to him is a man in bare feet sticking to the same wall. For a moment, Spider-Man is too stunned to talk. The man abruptly back-flips and lands on the roof. He then engages in a cat and mouse pursuit with the man, bouncing from rooftops to rooftops. As the pursuit carries through, the man asks Spider-Man how he got his power. Realizing that the man already knows his identity, Spider-Man decides to give him the information about how he acquired his super-powers, as he senses no threat coming from the man. The man asks him if Peter performed an autopsy on the spider. He replies that it got pretty much smashed after it bit him. The man then asks Peter if the radiation enable the spider to give him these powers or was the spider trying to give him those powers before the radiation killed it. The question hits Peter like a punch in the stomach. All these years, he had never considered that possibility...had never thought about it. As Peter ponders the thought, the man jumps off the building...and disappears.