ACT 1: Back from web slinging above the New York City skyscrapers, Spider-Man lands on the rooftop of his apartment building, where he switches back to his civilian clothing before entering into the building; while reminiscing about his beloved Uncle Ben who taught him the famous adage With great power, there must also be great responsibility. When he enters his apartment, he find Caryn, the girl next door, Big John Anderson, Glory Grant, some guy named Darren, and Flash Thompson, playing videogames on his television. Although they had to break into his apartment via the outdoor balcony to get to his TV to play videogames, Peter tells them that he does not mind since they did it in good faith for Flash.

ACT 2: Midtown Manhattan. Thursday. 5h37 p.m. There we find Otto Octavius, commonly known as Doctor Octopus, working away on his deadly tentacles. The full power of his tentacles are demonstrated when he pulverizes a mannequin into pieces. Back at Peter's apartment, Peter has slowly immersed himself into the videogame that he openly criticized earlier. As they make their way through the first two levels of the game, they suddenly all stop playing when they realize that Flash's on-screen character might have just moved (he had been holding a joystick the entire time).

ACT 3: The Daily Bugle offices. Wednesday. 10h02 a.m. J. Jonah Jameson and Robbie Robertson are arguing about what to put on the headlines. Jameson wants to run something about an explosion in Milwaukee whereas Robbie wants to put a story with great global implications; that of a Palestinian delegation coming to visit the World Trade Center site. Jameson exercises authority and decides to use his story instead. Later that afternoon at a local coffee shop in Greenwhich Village, Peter is attempting to get Flash to squeeze a small alien toy that he's brought with him to gradually try and bring Flash out of his semi-vegetative state. However, Flash drops the alien toy on the floor, as Mary Jane walks in. She comes over and sits with them. She asks Peter how Flash is doing. Peter replies that Flash can still hear them so MJ turns around and apologizes to Flash, who sits motionless. She then turns back around to look at Peter who tries to hide his disappointment and anguish about Flash's mental and physical condition. MJ tells him to cheer up, that it was not his fault. He cheers up somewhat. He then asks her out on a date for that evening. As she leaves the coffee shop, Peter tells Flash how much he loves her. Flash manages to squeeze the alien toy.

ACT 4: Later that night, Peter has changed to Spider-Man and is out patrolling when his spider-sense suddenly kicks in. He comes face to face with Doctor Octopus on top of a bridge. After they exchange pleasantries, Doc Ock bluntly tells Spider-Man that he wants him to take off his mask and parade through Times Square for the entire world to see. Naturally, Spider-Man refuses. Doc Ock replies that he is glad that Spider-Man declined his offer since it means that he will have the pleasure of persuading him. He then proceeds to promise him that he will have him take off his mask; and attacks him. Equipped with newly improved tentacles, Doc Ock gets the upper hand and slams our hero into a steel wall, temporarily stunning him. Ock once again proposes to Spider-Man that he takes off his mask to reveal his identity to the world. Again, Spider-Man declines his outrageous offer. Doc Ock tells him that one way or the other, the results will be the same: he will die. Having said that, one of Doctor Octopus' tentacles strikes at Spider-Man, missing him by a few inches, our hero's spider-sense having instinctively allowed him to pull himself out of harm's way. Wasting no time, and holding his injured arm, Spider-Man jumps into the cold waters of the Hudson River, escaping the wrath and retribution of Doctor Octopus. Standing atop the bridge, Doctor Octopus tells Spider-Man, who is most likely miles away by now, that when he wakes up the next day everything will have changed...