The Doctor hides himself in an elementary school to investigate an alien attack. As the teacher, he asks his students various physics questions to understand how much they know. One student, Milo, proves he's unusually smart and triggers the Doctor's interest.
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.