In Rayne's school in Arizona, she's the freak. The loner. The loser. So when her mom gets a job transfer, she couldn't be happier - this is her chance to make friends, climb the social ladder, and, well, be normal for once in her life.

But she can't escape the truth. At her internship over the summer, something happened. Something strange. And now, weird things are happening to her - things she can't control, or even begin to understand. When she meets Spiderman, he gives her a different view of it all. Can he teach her how to use her strange new powers? Will he accept her, or ignore her (or possibly eat her, he is a spider, after all) like the fly on the wall she's used to being?

And what about Peter Parker, the cute, nerdy kid at school? Could she fall in love? Would she even allow herself to?