Spider-Man confronts Electro at a power grid. Initially, he has the upperhand in the fight, but Electro eventually overwhelms him with his electric attacks and speed. Spider-Man is saved by Gwen Stacy.
Beakman explains the scientific characteristics of spiders and they aren't insects. He shows some clips of spiders up close spinning webs and explains how strong spider webs are. Beakman shows how to capture your own spider web on paper.
Peter gets home after being bitten by a genetically-engineered spider during a school field trip. He falls ill from the spider's venom, and while he's asleep the venom alters his genetic makeup. He wakes up to find his body has changed dramatically overnight.