Peter Parker's young life has been marked by tragedy, having lost is parents at age 12, and his Uncle Ben just four years later. His long-time friendship with Mary Jane has also been on the rocks ever since the death of his parents, when Peter began to withdraw from his friends and school work.

Once a friendly, outgoing child, Peter has become a shy, quiet teen with no real friends to speak of. He keeps to himself and cares little for the science projects of his childhood.

When a genetically-enhanced spider bites Peter on a school field trip, he develops amazing spider-like abilities and his life will never be the same again.