It is 1932 in New York; Ben Ulrich has taken the young Peter Parker under his wings as a photographer. Peter is a very outspoken kid and blames the Goblin for the death of his Uncle Ben. Ulrich tries to break Pete's soul, but only seems to enrage it more.
Ulrich and Peter are at a building that was set on fire. Peter is clearly in awe of the spectacle in front of him, while Ben is more of a stoic expression. The Fire is decimating the apartment while police desperately try to contain the chaos on the ground, while the people are reacting to their homes being destroyed. Later Pete and Ulrich are in a dark room developing the photos from the fire. Ben explains to Peter that the landlords were most likely the ones behind the fire so they could collect on the insurance. Peter reveals that a girl died in the fire and someone should be charged with murder. Ben quickly dispels this and "it's a miracle it was only one." Pete discovers in one of the pictures that Fancy Dan was in the crowd and jumps to the conclusion that the Goblin was behind the fire. Ben again tries to sway peters way of thinking, but again fails and sends Pete to take the pictures to the Bugle.
Pete rushes into Ulrich's apartment with a Bugle paper in hand stating that they made the late edition. But upon getting closer to Ben Pete realizes that Ulrich is high from heroine and is unaware Peter is there. The phone rings, it is an informant by the name is the Fly looking for the Spider. The fly says that Goblins men are going to be at a warehouse at 1:00 am picking up a shipment of stolen antiques. Peter decides to leave Ben a note while he himself goes after the mobsters.
At Pier 57 the Enforcers and Kraven are moving a large spider idol that is claimed to be cursed, when Fancy Dan loses grip on the crate causing it to fall and break. Hundreds of spiders come pouring out of the idol and start biting Dan, screaming he asks for the other 3 to get the spiders off of him. Not wanting to actually touch him with the spiders on him, then use a hose to spray them off, but it is too late. Fancy Dan is dead. Peter watches with horror from a rafter high above them and notices that one of the spiders has landed on his hand. He tries to be calm by saying "Don't scream... don't scream..." but the spider bites him anyways. Peter then has a dream where a huge monstrous spider tells him "My bite brings only death to those of evil intent... I will bestow on you a greater torment... the curse of power..." When Peter wakes up he finds himself hanging from the roof covered in webs. He then discovers he has a spider-sense and great agility.
The next day Ben Ulrich is at Osborn's office. Ben shows Norman the picture of Fancy Dan at the fire from the previous night, but Norman tells Ulrich that Fancy Dan no longer works for him. Ulrich says he has tons of dirt on Norman to put him and his crew away for a long time. The Goblin warns Ben not to push him too far and buys the picture for $50. Just then Spider-man bursts through the window and quickly knocks out Kraven and the Vulture. Spider-man then demands that the Goblin stop with the drugs, prostitution, extortion and protection rackets, but Osborn calls him on it saying "the only way you'll stop me is to kill me." Before Spider-man can comment back he notices that there is the picture that Ben had of Fancy Dan and turns around to see Ulrich standing there in the Goblins office. Ulrich is running away from the office when Spider-man jumps in front of him and yells at Ben, calling him a drunk and a druggy who was bought by the Goblin like a filthy dog. Ben recognizes that it is Peter behind the mask and while running away Peter tells Ben to stay away from him. The Goblin tells Ulrich that if he can find out who the man behind the mask is he will get a nice fat bonus. Ben throws the $50 back in Osborn's face and says he is finished with them. Norman realizes Ben is a threat and puts a plan in motion incase Ben decides to reveal the Goblin's dealings.
Ben calls JJJ up from his apartment and tells Jameson that he is going give JJ the Goblin and take him down for good. Jonah tells Ulrich to stay where he is and he will be there to help Ben out. While Ben waits for Jameson to arrive he decides he is going to bury the spider and take back his life, but when he answers his door he is shoot twice in the face. Meanwhile Peter is in his room going through his uncle's war outfits and modifying them and pulls out a handgun. The last page is a split page with JJJ on the left on the phone with the Goblin saying "It's done. The spider is dead." While the left half has Peter on top of a building saying "Say your prayers Goblin. Here comes the Spider-man!"
The story is beginning to pick up more speed. The pacing is quite quick and Spider-man's first appearance came along rather naturally and developed. Ben's death in this was something of a mixed reaction for me. On one hand he has been helping out the Goblin so he did kind of get a come-uppance, but he was going to turn his life around and I am sure that it is thanks to Pete that his head became clear. The story still holds onto the dark and gritty nature it had in the first part, but Pete's dreams of what things should be like seem to be the one spot of light in this story and that in its way is endearing. Spider-man has always sought out to be the light at any dark tunnel and in this story he is just that.
The artwork in the first page is such a powerful and well put together page. The destruction of the apartment is masterfully handled; it is in a way heart wrenching to see the man with his head in his hands while the woman is desperately trying to go back in to the blaze. The story telling just seems to get darker and yet offers hope with Spider-man appearing in the last panel. There is a good balance in this part of action and plot so everything stays in harmony.