A young Peter Parker was left with his aunt and uncle, Ben and May, when his parents, Richard and Mary were forced to leave.
Peter grew up with the mystery of his parents disappearance, becoming an outcast in high school. He was bullied by Flash Thompson and he caught the eye of fellow classmate and crush, Gwen Stacy.
Peter found his father's briefcase in his house basement, which revealed to him the plane crash that killed his parents, and that his father had worked for OsCorp with Dr. Curt Connors in cross-species genetics. He went to OsCorp searching for Connors, and made his way in by pretending to be a member of the high-school interns. Gwen, who was the guide of the group and assistant to Connors, recognized Peter very quickly. She allowed Peter to stay, so long as he stayed out of trouble. Trying to find out more about his father's work, Peter snuck into a lab where genetically altered spiders where being held. One managed to stay on his neck when he left, and bit him. Peter took a train home, and fell asleep, It was here that Peter's abilities begin to show, as he accidentally rips a woman's shirt off with his sticky hands, and took out a group of enraged civilians, again by accident.
Frightened by his new abilities, he attempts to research spider bite symptoms, but was unable to find the spider that bit him, as it was a genetic mutation. He decides to visit Dr. Connors at his home, and reveals to him that he is Richard's son. After a short discussion, Peter gives Connors the equation to complete a limb regeneration formula, which he learned from studying his father's notes.
The next day, Peter humiliates Flash in the school gym, but gets in trouble when he accidentally breaks the backboard of the basketball hoop. Uncle Ben meets with the school principle, and mentions that he had to switch his work shift in order to be there, and asked Peter to pick up Aunt May from that night. When Ben leaves, Peter asks Gwen out, and to his surprise, she says yes. Out of excitement, Peter goes to an abandoned shed after school, and uses his new-found powers to swing from chains hanging from the ceiling. Later than night, Peter meets with Dr.Connors at OsCorp, helping to complete the regeneration formula, ignoring a call from Uncle Ben. When Peter returned home, he's scolded by Ben, who's enraged that he forgot to pick up May. Peter storms off, and Ben leaves to search for him. Peter attempts to buy a small bottle of milk at a convenience store, but is two cents short. The cashier refuses to let him pay two cents less, stating it wasn't his policy. The store is robbed soon after, and when asked to help stop the thief, Peter sarcastically replies it wasn't his policy. He hears a gunshot, and when he goes to investigate, he finds that Uncle Ben had been shot.
Peter is given a police sketch of the suspect, who he recognizes as the thief he let go at the store. He is also informed that the suspect had a star tattoo on his left wrist. Enraged, he begins a hunt for the thief, attacking anyone who looks similar to the sketch. He eventually dons a mask to hide his identity from the crooks he attacks. During this time, he develops a web-like fluid and the "web-shooters" to fire it. His actions caught the attention of the Police Captain George Stacy, who was also Gwen's father. He then created a full suit for himself, which would become his Spider-Man costume.
When Peter accepted Gwen's invitation for dinner, he met her family, and discussed with her father that the "Spider-Man" was a hero, not a vigilante. This annoyed George, who insisted he was nothing more than a punk in a mask. After a short argument, he and Gwen leave to "get some fresh air" on the rooftop. Here, he reveals to Gwen that he is Spider-Man, but soon leaves in response to a police report on the bridge.
Becoming Spider-Man
On the bridge, Peter faces a large, reptilian creature, known as the Lizard. He manages to intercept the Lizard, but is unable to fight him, as he rescues a small child from a burning car while the Lizard escapes. It was here that Peter takes the Spider-Man name himself, and the public becomes widely aware of him.
The next day, Peter goes to meet with Dr. Connors at OsCorp, and very quickly realizes that Connors had mutated himself into the Lizard. He attempts to warn Captain Stacy about it, but he doesn't believe him. Peter later decides to track the Lizard into the sewers, and also get pictures of him for a cash reward at the Daily Bugle. He is attacked by the Lizard and severely wounded, and barely escapes. Peter had left his camera in the sewer, which the Lizard finds and realizes Peter is Spider-Man. The Lizard later attacks the school in an attempt to kill Peter and prevent him from further interrupting his plans (despite Peter trying to reason with him), but when the fight continues for too long, the police arrive, and he is forced to retreat.
Peter calls Gwen, asking her to develop an antidote at OsCorp, then follows the Lizard and finds his lab. After finding video files in the makeshift lab, Peter discovers the Lizard is planning to use a device capable of creating a cloud carrying a serum large enough to cover an entire city to transform New York into lizard creatures like himself. He very quickly realizes the device is located at OsCorp, and attempts to call Gwen to warn her and get her to leave. Gwen refuses, and evacuates the building. Peter then rushes to OsCorp, in an attempt to save both Gwen and all of New York City.
On his way, Peter is attacked by the NYPD. He is shot with an electrified dart, which briefly knocks him unconscious. Captain Stacy unmasks him, but Peter is woken by his spider-sense, and knocks Stacy down before he can see who he is. After webbing the eyes of the officers, he is forced to reveal to Captain Stacy who he really is. Stacy realizes that Peter is truly trying to protect the city, and allows him to go. However, on his way, an officer shoots him in the leg. A weakened Spider-Man is then assisted by crane operators, as one of them was the father of the child he saved on the bridge. The operators move their cranes in a way that creates a straight shot to OsCorp.
At OsCorp, Spider-Man arrives to fight the Lizard, but is restrained by his tail. The Lizard crushes his web shooters and pulls off his mask, taunting him about the loss of his parents and uncle. Captain Stacy arrived and helped Spider-Man by shooting the Lizard, stunning him. Peter used liquid nitrogen to freeze the Lizard, making him more vulnerable. He manages to get to the chemical device and switch the reptilian serum with the antidote that Gwen had made. The Lizard eventually murders Captain Stacy and attempts to stop Peter, but fails, and the antidote cloud reverts the Lizard back into Curt Connors.
As Captain Stacy is dying, Peter is forced to promise him not to see Gwen anymore, to keep her out of harm's way. Peter occultly attended Captain Stacy's funeral, and ignored Gwen the following days per her father's request. Peter eventually told Gwen it was over, but she very quickly realized her father was the reason for this. The following day at school, Peter is told by a teacher not to make promises he can't keep in response to his tardiness. Peter whispers to Gwen, "but those are the best kind", revealing he would get back together with her. He swung through the city again that night, in response to a police report.
Cross-Species Virus Outbreak
Several months later, Peter and Gwen snuck into Oscorp, now directed by nanotechnology specialist Alistaire Smythe, under the suspicion that the scientists were continuing Dr. Connors' cross-species experiments. Coming across a rhino cross-species, they met Dr. Smythe, who revealed that some of the biologists had indeed been continuing the cross-species experiments in secret by infusing animals with human DNA. The new cross-species carried a potent virus and were currently in the process of being shipped off to the bio-labs and disposed of. Unfortunately, the cross-species reacted violently to Peter's presence and escaped, infecting the scientists, including Smythe and Gwen, in the process. Donning his Spider-Man suit, Peter managed to get Gwen and the scientists to quarantine, fighting off Smythe's anti-cross-species security robots in the process, but was unable to stop the creatures from escaping into Manhattan.
The next morning, Spider-Man came into contact with one of Smythe's S-Bots, which had been released into the city to deal with the cross-species. After defeating it, Spider-Man subsequently traveled to the Beloit Psychiatric Hospital, where Dr. Connors had been incarcerated since the Lizard's rampage, and broke Connors out with the intent to create an antidote for the virus. Establishing a laboratory in Peter's apartment, Spider-Man subsequently set out to contain the outbreak, forming an alliance with investigative reporter Whitney Chang along the way. The antidote's development quickly became a race against time when they discovered that Smythe was making his own cure, one involving nanobots destroying the infected from the inside out.
Eventually, Connors completed his antidote, and Spider-Man rushed back to Oscorp to administer it to the scientists. However, Smythe, skeptical of Spider-Man's intentions, impulsively used the antidote on himself, only to lose the use of his legs and his mind. Furious, Smythe reprogrammed his robots to attack Spider-Man, who narrowly managed to escape Oscorp with his life.
Returning to his apartment, Spider-Man blasted Connors for the faulty antidote before passing out from exhaustion and his injuries. While he was unconscious, Connors realized that Peter himself was the key to the antidote, as he was a cross-species himself but never lost his humanity, and used his blood to perfect his antidote. Upon regaining consciousness, Spider-Man returned to Oscorp with the new antidote and administered it to Gwen and the scientists, though Smythe had disappeared. With the public at large believing Spider-Man himself to be responsible for the cross-species outbreak, Gwen made her way to the police station to inform them of the truth.
Through some means, Smythe managed to discover Spider-Man's secret identity and kidnapped Connors, daring Spider-Man to come save him. Spider-Man succeeded in doing so, only to fall into a trap; Smythe successfully captured Spider-Man and injected him with his completed nanobot cure, stripping him of his powers. Despite being significantly weakened and assailed by Smythe's robots, Spider-Man managed to escape the facility as Smythe activated his latest S-Bot, which was programmed to spread the nanobot serum all over the city.
Spider-Man emerged into Manhattan to discover the entire city in chaos as a result of the outbreak. He proceeded to make his way to Connors' old sewer lab to find both Connors and Gwen. With no other way to stop Smythe, Connors injected himself with his Lizard serum, becoming the Lizard once more despite Gwen's objections, while Spider-Man briefly died from the nanobots in his system.
Gwen successfully managed to revive Peter, who, despite being powerless, immediately went back out into the city to help Connors. Reaching the S-03 robot with help from Whitney Chang, Peter, under Gwen's advice, deliberately electrocuted himself within the S-03, destroying the nanobots in his blood and restoring his powers. Spider-Man and the Lizard subsequently worked together to disable the S-03 and defeat Smythe, but Connors unfortunately lost himself to the Lizard's mind in the process. Spider-Man handed Smythe over to the police before pursuing the Lizard into the sewers, where, after a hectic battle, he managed to cure him once again, proceeding to return Connors to Beloit and administer the cure to all the infected, saving the city.
Superhuman Strength: Peter's muscles are stronger and more efficient as a result of the spider's bite. He is shown to be able to easily overpower normal humans, pull apart guns, destroy his alarm clock by merely hitting it, shattering the backboard of a basketball hoop at school, and doing the same to his front door glass panel when he slammed the door shut, swing at high velocities on a rope or web, and was able to hold a van with one hand while hanging from a web. His strength also allows him to jump higher and farther than a normal human, easily capable of jumping from one building over a street to the next.
Superhuman Durability: As a result of his mutation, Peter's muscles and flesh are tougher than a normal human. He was capable of sustaining a fall onto a car that broke the windshield without any serious injury or discomfort.
Superhuman Speed: He can run faster than a normal human.
Superhuman Reflexes: Peter's reflexes operate so fast that with the assistance of his Spider-Sense, he is able to easily evade gunfire.
Superhuman Stamina: He has a greater stamina than a normal human.
Superhuman Equilibrium: Peter is able to perfectly balance on any place no matter how small or narrow.
Superhuman Agility: Due to his incredible strength and flexibility Peter is extremely acrobatic and is able to preform high jumps, somersaults, flips and the like.
Superhuman Senses: His senses appear to be heightened, especially when used in conjunction with his spider-sense. His sight, however, appears to be unchanged as he still uses his glasses and later presumably his contacts throughout most of the film. He has however used vibration to sense potential enemies much like most real spiders.
Regenerative Healing Factor: Peter's metabolism is greater thus allowing him to heal faster than a normal human. He may also be more immune to toxins and alcohol and drugs could lose their effects quicker. It is unknown if his healing is fast enough to effect his aging.
Spider Sense: A tingling sensation in Peter's skull warns him of danger, where it is coming from and how to avoid it noted by a subtle "thunk" that sounds like a combination of someone hitting a base drum once immediately followed by a high pitched bell ringing sound. It seems likely that the stronger the tingling, the more imminent and threatening the danger is and that Peter can ignore it through intense concentration, and if he is exhausted or distracted it can lose some effectiveness. This power is passive and not controlled by Peter.
Wall-Crawling: Although not explained at all it's most likely like his Mainstream and Ultimate counterparts where Spider-Man's exposure to the mutated spider venom induced a mutagenic, cerebellum-wide alteration of his engrams resulting in the ability to mentally control the flux of inter-atomic attraction (electrostatic force) between molecular boundary layers. This overcomes the outer electron shell's normal behavior of mutual repulsion with other outer electron shells and permits the tremendous potential for electron attraction to prevail. The mentally controlled sub-atomic particle responsible for this has yet to be identified. This ability to affect the attraction between surfaces is so far limited to Spider-Man's body (especially concentrated in his hands and feet) and another object, with an upper limit of several tons per finger.. This ability appears to be consciously used. Although can be be activated by stress or altered states of consciousness as seen twice when he awakens from a slumber
Abilities
Genius Intellect: Peter is very smart, specifically in chemistry and physics. he is smart enough to perfect his father's webbing formula and to construct working mechanical web-shooters. He also apparently solves a formula that is key to creating the formula that mutates Curt Connors into the Lizard.
Skilled Acrobat: Due to his superhuman physical abilities, Peter easily surpasses normal acrobats and is able to preform somersaults, flips, spins, cartwheels, etc.
Skilled Combatant: Using a mixture of his superhuman strength, speed, agility, reflexes, speed, equilibrium, Spider-sense, and web-shooters peter is able to utilize an devastating acrobatic fighting style that makes him a formidable opponent and allowed him to easily take down thugs, cops and even the more physically powerful Lizard.
Strength level
He is shown strong enough to hold up a van with one arm while hanging from a web. The Van most likely weighs more than 2 tons. Although he appeared to be exerting a lot of effort and it appeared he could not hold on too long. Although to be fair he was holding the van with an outstretched arm after catching it with one arm after the van began to fall off of his webline. Furthermore this incarnation of spider-man hasn't aged into an adult yet, where his powers evolve giving him even more strength.
Weaknesses
He is reckless, easily angered and can't help himself from humiliating his enemies. He can be injured by knives, guns, and a powerful enough physical impact.
Mechanical Web-shooters: Peter created devices that he could strap to his wrists that were capable of shooting a special web fluid. It appears to be able to hold more than one web cartridge in case more is needed.
Transportation
Web-slinging: Peter uses his web-shooters to travel by swinging on web-lines.