- The next day, Peter starts training, trying to get better control of his web shooters by snagging different items around his room, starting with a Dr Pepper can. Hello, product placement!
- Aunt May comes to check on him and says that he's acting strange. Peter only opens his bedroom door a crack and says everything's cool, but he's, uh, not dressed.
- Yeah, that's it. A wide shot reveals that his room is crisscrossed with webs.
- Cut to the front page of the Daily Bugle. The headline? Oscorp may lose their big contract to Quest.
- Norman opens the paper to an article that asks if this is the end of Norman Osborn. Then he hears creepy laughter that seems to be coming from the ceiling in his ritzy penthouse.
- Back at Peter's house, Uncle Ben tells Aunt May that he wonders what's up with Peter; he's been acting all sorts of weird.
- He offers to give Peter a ride to the library, presumably so they can have a little talk.
- When they roll up to the library, Uncle Ben tells Peter they need to have a chat. Peter tries to resist.
- Uncle Ben tells Peter a handful of things: first, he and Aunt May feel like they don't know Peter anymore.
- Second, he gets that Peter's changing; he went through the same thing when he was that age.
- Third, now's the time that Peter will decide what sort of man he's going to be, and he should think carefully.
- Then he drops the line from the movie that's been quoted roughly a bazillion times for roughly a bazillion different purposes: "with great power comes great responsibility."
- Peter responds to Uncle Ben's gentle reminder not to become a huge butthead by ordering his loving uncle to stop lecturing him and trying to pretend he's his dad.
- Low blow, Pete. Uncle Ben is quiet and says he'll pick Peter up at 10 p.m.
- Peter gets out of the car, and Uncle Ben drives away. Once Uncle Ben rounds the corner, out of sight, Peter begins walking in the opposite direction of the library. Hmm.
- Cut to a wrestling ring and a crowd chanting "Bone Saw! Bone Saw!" Peter enters. Looks like it's time for him to try to win $3,000.
- There's a long line of wrestlers waiting to sign up for their shot at Bone Saw McGraw.
- When Peter checks in, the woman behind the table is extremely skeptical of Peter's chances of winning, and she seems pretty certain that Bone Saw is going to turn him into lunch meat.
- The ring announcer tells Peter that he's up next and christens him "the amazing Spider-Man." Peter prefers "the Human Spider." We're with the ring announcer on this one.
- (The Amazing Spider-Man is the full name of the Marvel comic-book series that has contained the main thread of Spidey's story line since it was launched in 1963. If you just happen to find The Amazing Spider-Man #1 under a layer of dust in your attic, it's worth several thousand bucks.)
- The lights go up on Peter. His Spider-Man costume leaves a bit to be desired.
- Peter enters the ring with Bone Saw and finds out it's a cage match. He's not happy. We don't blame him. Bone Saw taunts him. The crowd goes wild.
- Peter begins the match by evading Bone Saw using his spider skills. Then Bone Saw whacks him a few times with a folding chair, like you do.
- Bone Saw charges at Peter with a crowbar, and Peter kicks him in the face repeatedly. Bone Saw makes one final charge, and Peter sends him flying into the ropes.
- Bone Saw is down for the count. Peter wins. Er, we mean Spider-Man wins.
- Backstage in the office, the wrestling promoter only gives Peter $100 of the $3,000 mentioned in the newspaper ad.
- The shady promoter explains that the ad said $3,000 for three minutes, but Peter pinned Bone Saw in only two.
- It's a slimy move, and Peter is ticked off. He tells the promoter that he needs that money. The promoter tells him that's not his problem. Peter leaves.
- A dude with a terrible blond dye job enters the promoter's office and tells the promoter to put all the money in his bag. Yup, he's robbing the joint.
- The robber comes running down the hallway toward the elevator that Peter is waiting for. Instead of stopping him, Peter steps aside so the robber can get in and get away.
- Just before the elevator door closes, the robber thanks him for helping him escape.
- The security guard and the wrestling promoter approach Peter and both say, essentially, "What is wrong with you?"
- In a callback to what the promoter told him just moments before, Peter tells the promoter that he missed the part where the robber was his problem.
- The wrestling promoter returns to his office, and Peter looks super pleased with himself.
- Out on the street, Peter waits for Uncle Ben to pick him up. A crowd has formed nearby; police are everywhere. Peter goes over to investigate. It's Uncle Ben. He's been shot by a carjacker. He dies, clutching Peter's hand.
- Peter overhears the shooter's whereabouts and takes off running, changing into his homemade costume in an alley.
- He begins jumping, swinging, and soaring across the city. He's still not great at it, but he spots Uncle Ben's car being driven by the carjacker, police in hot pursuit. Peter catches up with the carjacker and causes him to crash.
- The carjacker takes off on foot. Peter finds him in a dark, abandoned building and starts beating him up.
- The carjacker pleads with Peter to give him a chance. When the carjacker's face is illuminated by a police searchlight, Peter discovers that the carjacker is the robber he helped escape back at the wrestling event. He's shocked.
- The robber chuckles and points his gun at Peter's head; Peter knocks it away and breaks the robber's arm.
- The robber backs away, trips over a pipe, and falls out the window. The police order Peter to freeze, but he leaves.
- Peter sits alone on a rooftop and then goes home and tells Aunt May the incredibly bad news.
- We don't hear him tell her, we just see it, and it's heartbreaking. RIP Uncle Ben.