The episode opens in Dr. Connors's laboratory, where Connors demonstrates to his interns Peter, Gwen, and Eddie a new potential source of clean energy: genetically modified eels. After Gwen and Peter leave, Connors's colleague, Max Dillon, attempts to upgrade the lab's electrical filters, but falls into the tank and is sent to the hospital. There, he is found to be emitting strong electrical fields and is placed in quarantine. Max is further angered when a doctor explains that, although he is stable, he must wear a special suit to contain this emitted bioelectricity.

Peter, meanwhile, is assigned to tutor a popular girl named Liz Allan. He is attempting to teach her science in a café when an angry Max enters and accidentally short circuits the power. Max leaves; Peter, believing him to be dangerous, pursues him as Spider-Man. Peter manages to photograph Max and remove his mask; Max, enraged, attacks, but flees while Peter is distracted by a phone call from Aunt May.

The following day Peter discovers that his photographs have not developed properly, but is still able to identify the man he fought as Max. He meets with Dr. Connors, Eddie, and Gwen to seek a way to contain Max, who has meanwhile been attacked by the police and has decided to seek help from the lab. On arrival, though, Max becomes aggressive and threatens Connors's wife, Martha. Eddie distracts him long enough for Peter to lead the girls to safety and return as Spider-Man: Max, declaring himself "Electro," begins to fight with Spider-Man. The battle leads the pair out from the lab into the rain, where Spider-Man spots a radio tower beside a pool: he knocks Electro into the water, causing him to short circuit into unconsciousness.

At school the next day Peter talks to Liz in the hall; she is complimenting his tutoring when the popular students approach, making her change her attitude, act rudely, and walk away. In the lab, Dr. Connors picks up a vial of lizard DNA that Electro had electrified, and leaves with his wife.