Spider-Man is on patrol when he runs into the Sandman, the two fight and Spider-Man is forced to flee when his mask is ripped. Sandman reflects on his origin. (He was pummeled with radiation and combined with sand on a molecular level.) Spider-Man repairs his mask. The Sandman tries to hide in a school but accidentally runs into Peter Parker's classroom where Spider-Man defeats him by sucking him into a vacuum cleaner.