Peter Parker is back in school. Wondering what the hell is happening to him, he realises that he suddenly has bigger muscles, and some enhanced athletic ability. In gym class, he throws a basketball into the face of Flash Thompson when Peter sees him hitting on Mary Jane.

Outside, Flash doesn’t take too kindly to this and starts a fight with Peter. Parker dodges each blow with ease until he eventually catches Flash’s punch and breaks his hand. Threatening to sue unless the Parkers pay the hospital bill, May and Ben come down hard on Peter, who sneaks out of the house that night to an abandoned warehouse.

He soon realises his strength has grown beyond his wildest dreams, and he can easily support the weight of a car. He finds his acrobatic ability has improved too, and he can easily jump the height of a small building.

Norman Osborn, after hearing of Peter’s fight with Flash, tells his son Harry to invite Peter back to the lab, so he can once again apologise for the spider incident. Distracting Peter with other subjects in the OZ project, scientists distract him while another takes a blood sample. Furious, Peter storms out and disappears.

After some analysis, it turns out Peter isn’t dying after all, and that the effects of the spider’s bite have altered his metabolism to that of an Olympic athlete. Norman Osborn decides the time has come to test the OZ project on a human.