Spider-Man, patrolling the city, moves in on a gang of thieves robbing a bakery. He easily takes them out and gets the entire thing on camera so he can sell the pictures to the
Bugle. He heads home to meet his Aunt May's curfew, while at his home Dr. Curt Connors injects him with another dose of lizard DNA to regenerate his arm. He's unaware that the DNA was electrified by Electro when he attacked the lab previously. Peter arrives home to find Aunt May pouring over the bills and figures he can use the prize money to cover their finances. However, when he checks the photos he discovers that he didn't get the shots.
At his home, Curt flinches and pain and stumbles out of his bed, where he discovers that his missing right arm is regrowing. Martha is happy for him until she realizes that he's been experimenting on himself with the DNA serum. Their son Billy is thrilled as well.
The next day at Midtown, Flash starts picking on Peter, throwing water balloons. Peter dodges the first few thanks to his spider sense but realizes he's attracting attention and lets himself be hit. Gwen intervenes on his behalf, humiliating Flash and getting the crowd on her side. They go to the lab and Gwen gives Peter grief about letting himself get bullied. The Connors arrive to celebrate Curt regrowing his arm but Martha gets Billy into the neighboring office and has Curt remove his shirt: his skin is starting to grow scales. They figure that a gene cleanser using human DNA can filter out the reptilian contamination but as they work Billy overhears them and worried that his father will forget him when he transforms. Peter tries to reassure him but Curt fully transforms into "the Lizard" and breaks out of the laboratory. Eddie Brock goes in pursuit and Peter uses his curfew as an excuse to get out of the lab, turn into Spider-Man, and go after the Lizard.
Spider-Man follows the Lizard into the subway where they have a fight through the station and then atop and within a subway car. The Lizard manages to escape in the confusion but Eddie follows it as it runs away.
Martha and Gwen finish the gene cleanser at the lab and Spider-Man returns there to get it from them. It has to be administered orally because the Lizard's skin is too thick. Eddie calls them to let him know the Lizard has gone to the Lizard House at the Brooklyn Zoo and Spider-Man goes there. He mistakes an alligator in the pond for the Lizard, but as he wrestles with it the Lizard drags him underwater. Spider-Man passes out but the Lizard is distracted by an alligator and Eddie rescues Spider-Man. They quickly come up with a plan: luring the Lizard into the next-door polar bear habitat where the cold will slow it down. Spider-Man sets up the trap while Eddie lures the Lizard in. However, Billy arrives to try and help his father, while Aunt May calls and the cell phone ring alerts the Lizard to the ambush. Fortunately, Billy distracts it long enough for Spider-Man to get the Lizard into the freezing water then use the boy's skateboard to pry open his mouth and pour the antidote in. Curt reverts back to human, losing his regenerated arm in the process.
Peter has taken photos of the fight and sells them to the newspaper for the reward. However, when Gwen, Martha, and Eddie see them, they're furious since Peter claimed he ran away, and they think he abandoned them to get the money. A depressed Dr. Connors doesn't care, but Martha fires Peter because she can't trust him. Peter leaves but snags another dose of the gene cleanser. At home he considers how his powers have messed up his life and considers curing himself, but finally decides to remain Spider-Man so he can help others, just as he helped the Connors... even if they don't know it. He hides the antidote in his room, in case he needs it in the future.
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