Meek Peter Parker is bitten by a radioactive spider and acquires super-powers. He decides to use his new powers to get rich, but when tragedy strikes close to home, he learns a valuable lesson and vows to fight crime instead.

A new nuclear reactor has been built in the heart of Manhattan, and Peter Parker's science class is researching it. Peter is asked by his attractive classmate, Sonya, to help her that night with research about the reactor. As Spidey is making his way to Sonya's home, trouble is brewing. A demented radiation specialist breaks into the new reactor and threatens the city with ransom; unless he is paid $10 million, given amnesty from prosecution, and given permission to build his own reactor, he will use anti-gravity rays on Manhattan to lift it into the sky. When his demands are refused, he does exactly that, and makes a ransom demand of $100-million, along with the other conditions, and unless his demands are met he will deactivate the ray & send Manhattan plummeting back to earth. Spidey must abort his date with Sonya & tunnel into the reactor to stop the madman. The specialist, who has speculated Spidey's powers came from radiation, tries to neutralize them by subjecting Spidey to anti-radiation. Unfortunately for him, Spidey resists the anti-radiation by force of will & kicks the specialist in the face. The stunned specialist fires his gun at Spidey, but misses, and the ray from the gun hits the controls sustaining the anti-gravity ray. As Manhattan starts to drop like a stone, Spidey must neutralize the psychotic specialist quickly.