- Spider-Man (Peter Parker) (First appearance)
- Mary Jane Watson (First appearance)
- Harry Osborn (First appearance)
- Aunt May (First appearance)
- Flash Thompson (First appearance)
- Liz Allen (First appearance)
- J. Jonah Jameson (First appearance)
- Joseph Robertson (First appearance)
- Betty Brant (First appearance)
- George Stacy (First appearance)
- The Vulture (Adrian Toomes) (First appearance)
- Earth-13124 (First appearance)
- New York City (First appearance)
- The Daily Bugle (First appearance)
- Queens (First appearance)
- Midtown High (First appearance)
- Empire State University (First appearance)
- New York City (First appearance)
The episode opens up in New York City at nighttime. A group of teenage bank robbers are seen racing down the streets of Manhattan. One of the robbers gloats how the cops wouldn't be able to get a hold of them due to the fact that their boss was busy making distractions for them. However, a loud thump is heard on the car causing the leader of the criminals to look outside the window, only to be webbed in the face by a man in a red and blue, spider-themed costume, who had been perched on top of the car. The masked man then makes short work of the criminals and leaves them for the authorities. The police arrive to arrest the crooks, only for one of the officers, Captain George Stacy, to find a note attached to their car reading "Courtesy of your friendly neighborhood Spider-Man."
The camera then switches it's focus to the man in the red and blue spider-suit standing atop the World Trade Center (the series takes place in the 1980s). The person identifies himself as Peter Parker, also known as the hero Spider-Man. Spider-Man then begins to tell his story, from the day he was bitten by a radioactive spider whilst on a field trip to Empire State University, to trying to cash in on said powers, to his uncle's death and realization that with great power comes great responsibility. Spider-Man then shoots a web and begins to swing off into the night sky.
Meanwhile, at a warehouse, an old man is busy working on a flight harness with massive, green and white wings. The man then says "yes, it's almost complete". The camera then zooms out to show a vulture soaring through the night sky.
The next morning, Peter walks to Midtown High, only to meet up with one of his best friends, the beautiful Mary Jane Watson, of whom he has a crush on. At school Peter and Mary Jane meet up with their friend, Harry Osborn, the son of industrialist Norman Osborn. The three begin talking about the upcoming school prom, until they are interrupted by Midtown's resident bully, Flash Thompson. Flash begins harassing Peter over his desire to go to the prom, but is interrupted by his girlfriend, Liz Allen, who tells Flash to stop acting so immature and to grow up. While Flash and Liz argue, Peter, Mary Jane, and Harry take their leave.
Later that day, an alarm goes off at a jewelry store. A man with large, metal wings and a green jumpsuit cashes through the windows just as the police arrive. One of the security officers then shouts "Help, help! Someone! The Vulture has escaped with the diamonds!"
That evening, Peter heads to his workplace, the Daily Bugle, owned by the grouchy publisher J. Jonah Jameson, who also dislikes Spider-Man, of whom he takes pictures of. As Peter arrives, Jameson tells Peter to get some photos of the new super criminal, the Vulture, who Peter dismisses as an urban legend, but accepts the assignment nonetheless, and that if he gets pictures of the crook, there will be a $2,000 reward. Peter, as Spider-Man, then sets up his camera, hoping to lure out the Vulture. Spider-Man then spots the Vulture flying across the skyline and attacks. After a brief aerial battle in the sky, the Vulture dumps Spider-Man into a water tower. Distraught, Spider-Man returns to his camera, only to find that it captured no pictures of the Vulture himself.
The next day, in math class, Peter figures out that the Vulture's wings must be powered by some kind of electro-magnetic power converter which enables him to fly. Creating an EMP disruptor, Peter goes out again as Spider-Man in order to defeat the Vulture and get some pictures for the Bugle. Spider-Man then sets up his camera and lures out the Vulture by calling out his name. The Vulture attacks Spider-Man and the two fight. Spider-Man then activates the EMP disruptor and clips the Vulture's flight. Spider-Man then shoots out a web which catches the Vulture, leaving him dangling over and alleyway for the police to find. Spider-Man, who had remembered to set the camera to autoshot, heads home.
The next day, Mary Jane tells Peter that he sure looks happy, and Peter admits that he is happy. That afternoon, Peter gets his $2,000 paycheck from Jonah and heads home. When Peter shows the money to his Aunt May, though, she asks if he's doing anything illegal. Peter then reassures her that he was only taking pictures of a "dumb bird" as the scene switches to Adrian Toomes sitting in his prison cell.
- This episode's plot is based loosely on Amazing Fantasy #15 and mainly on The Amazing Spider-Man #2.
- The Vulture's design is based on some concept art for the character's design in the unproduced Spider-Man 4.