Volume I: The Sandman

Note: This will be the eighteenth chapter of Volume I. This chapter will introduce Flint Marko and his transformation into the Sandman. This chapter will also bring his daughter Keemia Alvarado as a supporting character as Flint's path will cross with Spider-Man's. Will he become an enemy or an ally? Only time will tell. Gwen will cross paths with Spider-Man as she's dealing with her issue concerning her relationship with Peter Parker.

At Ryker's Prison, an inmate is sitting in his cell looking at a picture of himself with his girlfriend Alma with their daughter Keemia who is now eight years old.

"Can't wait to see you again, Keemia. It's been two years," Flint says while looking at true photo.

The cell door opens as a prison guard came by for Flint.

"Flint Marko, it's time. You're out."

Flint smiled as the day of freedom has finally arrived. He put away his photo as he walks out of the cell.

He walks down the hallway as he looks around and see some of the inmates that got out here in the past year thanks to Spider-Man, he see the Enforcers, Herman Schultz, Adrian Toomes, and Quentin Beck.

He walked to the storage room where some of his personal effects are being stored. He pulled out his favorite light green and dark green stripes shirt and brown pants.

Sometime later after he got dressed up, he walks out as the prison guard opens the gate, he smiled as he's finally free from prison.

Flint smiled as he takes in the fresh air. "Ahh, the fresh air of freedom smells good."


At the same time at Midtown High, Peter is hanging out with his girlfriend Liz Allan, unknown to them, Liz's ex-boyfriend Flash Thompson is with the guys as he sees them together but felt nothing, not even jealously.

"Are you sure you're okay with them dating? I mean, Liz was your girl." Kong says to Flash.

"Was my girl, but she and I are only friends now. In the past I would often get jealous of anyone chatting and flirting with Liz." Flash says to Kong.

"No kidding, you tossed a ball at Parker and he caught." Kong says to Flash.

"Yeah, he then tossed it back at you and gave you a black eye. You two got into a fight and he just bested you." Randy says to Flash.

"Thanks for reminding me Randy. But I guess I had it coming. I wasn't very respectful to Liz after that, I ended up insulting her and she slapped me hard in the face." Flash says to Randy and Kong.

"She slapped you? You, Flash Thompson?" Kong says to Flash.

"Yeah, I deserve it. I ended up hurting Liz that she decided to distance herself from me for a time. But all that distance made me realize that what she and I had was over and that we can only be in each other's lives as friends." Flash says to Kong and Randy.

"Man, you sure have changed a lot Flash." Kong sees Flash has changed.

"Maybe it has to do with a certain hero, Spider-Man." Randy figured out the change.

"Guilty." Flash smiled as he admits to them.

Meanwhile Peter is chatting with Liz as Gwen is sitting far away as she's still trying to keep her distance from Peter since he and Liz started dating.

"I've kept wondering something Liz." Peter says to Liz.

"What is it?" Liz says to Peter.

"Why are you dating me? Usually in the past I was invisible to everyone, not a lot of girls would date a guy like me." Peter says to Liz.

"A guy like you?" Liz says to Peter.

"You know what I mean, you're the head cheerleader and I'm just a science nerd." Peter says to Liz.

"More like a hot nerd." Liz smiled at Peter.

"Okay, a hot nerd. I'm just curious as to why me instead of a jock like Flash Thompson?" Peter is curious.

"Yeah, that is weird, isn't it? I guess that I was into the bad boy stereotype and all I thought about was popularly and appearance. But then you came along and showed kindness and compassion, something not ever jock has. In the end I was attracted by your new appearance as well as your personality. You're more real than those phonies I've dated, I like you for you are, a good person." Liz says to Peter.

"Thanks Liz, I like you too." Peter smiled at Liz.

Peter and Liz then kissed each other, Gwen was far away as she is bother by seeing them kiss each other.

(Flashback)

Christmas Eve, Peter and Gwen are both outside alone in the snow as they see a mistletoe hanging above the door.

"Mistletoe." Gwen whispered.

"Mistletoe." Peter whispered too.

They slowly ended up kissing each other under the mistletoe as it became one of their most wonderful moments in their lives.

(Present)

Gwen remember that moment she and Peter first kissed each other. Gwen tries to shake that memory off as she doesn't want to remember but she can't forget.

"Peter... why can't I stop thinking about you?" Gwen says in her thoughts.

Gwen wanted to forget that moment but she can't. Deep down, she's still in love with her friend Peter Parker, but right now he's dating Liz Allan and she can't do anything about it.


Sometime later in Washington Heights, Flint Marko enters a apartment complex as he arrived at the right apartment unit. He rang the bell as someone came to open it, it's an eight year old girl who he immediately recognized as his daughter Keemia.

"Keemia? Wow, you've grown." Flint smiled at the sight of his daughter.

The mother Alma walked to see Flint Marko is here and finally out of prison which she doesn't like.

"Keemia, go to your room." Alma tells her daughter Keemia.

"But mommy..." Keemia says to her mother.

"No but, please go to your room and wait there." Alma tells her daughter Keemia.

Keemia comply with her mother and walked towards her bedroom as her mother is now alone with Flint, her ex-lover and father of her daughter.

"How dare you come here." Alma not looking too happy.

"It's nice to see you too, Alma." Flint says sarcastically.

"When did you get out?" Alma says to Flint.

"Just this morning, though still on parole." Flint says to Alma.

"Well you had it coming since you got arrested for armed robbery two years ago, before Keemia's seventh birthday." Alma says to Flint.

"Alma, you know why I did what I had to do. I lost my job and I had trouble finding one, I couldn't stand by as I have a daughter to support." Flint says to Alma.

"So you decided to become a criminal and the first time you steal, you ended up getting caught and arrested. You left me and our daughter alone while you were away." Alma says to Flint.

"I didn't have a choice." Flint says to Alma.

"You did have a choice Flint, you could've chosen to be a father and work an honest job, instead you chose to be a criminal and ended up losing everything." Alma says to Flint.

"I know Alma, you're right. That's why I want to do things differently now, I want the chance to get back into my daughter's life, to finally be the father she deserves." Flint tells his reasons to coming back.

"Keemia is well adjusted, she's doing fine in school. She's living a normal life and I don't want her getting caught up in your world." Alma says to Flint.

"But I'm a free man now." Flint says to Alma.

"But you're still convinced felon, that mark doesn't go away even if you're free. I can't risk Keemia's life falling apart because of you. I don't care if that selfish of me, I'm her mother and I would do anything to protect her, even from you." Alma says to Flint.

"Alma... what can I do to be part of Keemia's life again? Tell me?" Flint pleaded with Alma.

"If you want to be back into your daughter's life, then you need to change yourself and live an honest life, away from all that life of crime. That's the only way you'll get to be back in her life." Alma says to Flint.

Flint sighed. "I understand."

Flint then leaves the apartment as he still has a lot of work to do to be a better person for his daughter.


At the Stacy Residence, Gwen agreed to help tutor Mary Jane in her studies for her next science test but Gwen feels distracted by the thought of Peter.

"So when two hydrogen atoms mixes with a oxygen atom, we get a water molecule, right?" Mary Jane asking Gwen.

"Yeah, sure." Gwen is distracted.

Mary Jane stopped studying as Gwen isn't paying attention, she got worried for her friend.

"Gwen!" Mary Jane gets Gwen's attention.

"Huh?" Gwen replied to Mary Jane.

"Are you okay? You look like your mind is elsewhere." Mary Jane says to Gwen.

"I'm sorry MJ, I'm not in my best mind right now." Gwen says to Mary Jane.

"Is this about Peter?" Mary Jane says to Gwen.

Gwen sighed. "Yes. I saw him and Liz kissing again, I admit that it's getting to me."

"Gwen, Peter and Liz have been dating for a month and you still haven't talk to Peter. It's like you're trying to distance yourself from him." Mary Jane says to Gwen.

"The truth is that I'm trying to get that moment that me and Peter shared on Christmas Eve out of my head. I want to forget that it ever happened but I can't, no matter how hard I try." Gwen says to Mary Jane.

"Gwen, you can't keep dodging Peter your whole life. Eventually you'll have to confront him at some point. Even if you two aren't a couple, you both still have a bond to one another." Mary Jane says to Gwen.

Gwen sighed. "You're right. I still need Peter in my life as a friend. But lately he hasn't made time to see me, it's like I don't matter to him."

"You do matter to him Gwen. He still cares for you, you're still a important part of his life." Mary Jane says to Gwen.

Gwen wants to believe that but lately she and Peter haven't been so close since his relationship with Liz started and he has been too busy in his work for the Daily Bugle.


In New York City, somewhere in a bar where Flint Marko is still sulking from not being able to be a part of his daughter's life due to his criminal past. He finished up his drink as he still wants more.

"Another!" Flint says to the bartender.

The bartender pours more drink into the cup as Flint hasn't had a decent drink since his incarceration. He drank it up so quickly as someone is approaching him.

"Whoa! Take it easy Marko, can't have you being drunk," Turk Barrett says as he sits next to Flint.

"Hey Turk, it's been awhile since you got released last month." Flint says to Turk.

"When you're working for someone like the Kingpin, he always has your back. Thanks to his team of lawyers, they found a loophole and got me out so early. Thank god for the justice system." Turk says sarcastically.

"What do you want Turk?" Flint says to Turk.

"Easy, just two old cell mates doing some catching up. And the other reason is that I got a score for you." Turk says to Flint.

"Thanks, but I'll pass." Flint refuses his offer.

"But you don't even know what I'm going to say." Turk says to Flint.

"Doesn't matter, I'm out of the game. I just want to get my old life back." Flint says to Turk.

"I get that, but don't forget that you're still breathing because you made a deal with Kingpin while inside. If you haven't taken the deal, you would've ended up dead without his protection. He did his part and now you owe him." Turk informs Flint.

"Well tell him that I'm out." Flint still refused.

"You can tell him yourself." Turk holds a phone.

Turk dialed a blocked number and puts it on speaker.

"Flint Marko, I see that you're free." Kingpin says over the phone.

"So you're the Kingpin of Crime I've heard so much about." Flint says to Kingpin.

"The same, don't forget that I own this city and everyone in it, including you. You still owe me for the protection my men provided while you were inside." Kingpin reminded Flint of his debt.

"Listen, I appreciate all you've did to keep me alive, but I'm not interested in doing any crime since I'm now free. So leave me alone, is that clear?" Flint says to Kingpin.

"Very well, as you wish. But I cannot make the same promise for your daughter." Kingpin uses a trump card on Flint.

Flint is shocked that Kingpin mentioned his daughter. Kingpin has no problem in threatening women or children of a loved one to get what he wants.

"Keemia, isn't it? For being a daughter of a small time crook, she sure is innocent. It be ashamed that something unfortunate happens to her because of her father." Kingpin says to intimidate Flint.

"Please, don't mess with her. I beg you." Flint pleaded with Kingpin.

"Of course not, we certainly don't want her to pay for her father's sins." Kingpin says to Flint.

"What do you want from me?" Flint is curious as what Kingpin wants.

"I'm pleased that we've reached an understanding. Very well, there's an armored car driving through the city at night on its way to the museum. The contents inside are jewels found from an excavation, it's worth millions on the black market. My team is short handed and needs an extra set of hands." Kingpin explained his plans.

"So you want me to join this team and aid them in the robbery?" Flint figured the plan.

"Now you're catching on, Mr. Marko. Turk will give you the details of the operation. Don't fail me or you won't like the consequences." Kingpin hangs up the phone.

"Can't believe that you work for this Kingpin, Turk." Flint says to Turk.

"Look man, Kingpin isn't someone you want to cross with. Trust me on that. Last winter, he burned down a house of his close associate for betraying him. His family was killed and burned inside. That should give you an insight as to the kind of man Kingpin really is. Just do as he asks and he'll back off your family, you have no choice Flint." Turk says to Flint.

Flint can't believe that he's being dragged back into a life of crime after he wanted to make an effort to go legit and live and honest life for his daughter. But since the Kingpin threatens his family, he'll have no choice but to do as the Kingpin says, for his family's sake.


It's nighttime in New York as Peter and Liz are at the movie theater in the city, they're watching a movie starring Simon Williams who plays as a fictional superhero Wonder Man.

"You are no match for me, Wonder Man!"

"We'll see about that! I'll stop you and save lives, it's what a hero does." Wonder Man says to the villain.

Peter and Liz are both sitting together having popcorn and soda.

"I think this guy took a page out of Spider-Man's playbook." Peter says to Liz.

Some viewers are shushing Peter for talking during the movie, Peter needs to lower his voice while the movie is being played.

"Sorry." Peter whispered to the viewers.

"You kinda have a point there. Ever since Spider-Man first came out, heroes are on everyone's minds these days." Liz says to Peter.

Peter and Liz continues to watch the movie as they see Wonder Man saving his girlfriend and got her out to safety.

"Thank you, you're my hero."

"Anytime, anywhere." Wonder Man smiled at the girlfriend.

Wonder Man and the girlfriend kissed each other as the viewers see it happening.

"Wow, I wonder what it's like being the girlfriend of a superhero in real life." Liz is curious of the thought.

Peter looked at her as she said those words, unknown to Liz, she already is.

"So you prefer a hero than a science nerd? I'm very jealous Liz." Peter smiled as he jokes.

"Don't be jealous, I'm lucky to have a cute nerd here beside me." Liz flirts with Peter.

"Luck me." Peter smiled at Liz.

Peter and Liz kissed each other as the movie continues.


Meanwhile not far from the theater, an SUV is hiding in the alley waiting for the armored car to pass by, Flint Marko is part of the crew to rob the armored car of its contents.

"How long does this take?" Flint is being impatient.

"Patience, Flint Marko, we need to time this correctly. The first moment that they radio in for help, it'll take 250 seconds for the nearest squad car to show up. But thats the least of our worries, the biggest one of them all is Spider-Man."

"Spider-Man? I've the stories of a masked hero taking down criminals and saving lives from the inmates that already made his acquaintance. I thought that he was an urban myth." Flint says to the crew.

"Oh no, he's very real. That's why we need to be quick with this heist before he shows up or it's over for us."

They see an armored car in sight passing by, the SUV turned on the lights as it drives out of the alley and follows after the armored car. Everyone inside the SUV put on their ski masks to hide their faces, including Flint Marko who is still dressed his green stripes shirt and brown pants.

The armored car kept on driving until the driver sees a suspicious SUV coming towards them.

"We're being followed, call it in."

The passenger radios in for help as the driver speeds up hoping to shake them off.

The SUV drives faster as someone came out of the sunroof, this guy is holding a light machine gun as he starts firing on the tires, blowing them.

The driver is having a hard time maintaining control as the tires are gone, he has no choice but to stop.

The SUV stopped as the crew came out and each have their own guns, Flint is reluctant to use a weapon against anyone but with Kingpin holding leverage against him, he has no choice.


At the same time, the movie is almost over as Peter and Liz continues to watch it. Peter got a vibrate alert on the phone as he programmed it to alert him of any activity that requires Spider-Man.

He pulls it out and sees that an armored car is being robbed, the location is not too far from here.

"Sorry Liz, I have to go. Work stuff." Peter gets up.

"Taking photos for the Bugle again." Liz figured Peter out.

"Yeah, sorry to ditch our date." Peter apologize to Liz.

"Don't worry, I get it. You need work to help your aunt. Go." Liz understands Peter.

"Thanks Liz, enjoy the movie." Peter is walking out.

Later Peter made it out of the theater as he runs to a nearby alley, he starts to undress himself as he already has his suit underneath his clothes.


Meanwhile some of the crew are holding the guards hostage while the others are stealing the gold and jewels from the armored car, Flint is among those who are loading the jewels into the SUV.

"Hurry up! We don't have much time! Marko, take the wheel!"

The crew finished up loading the loot as they're preparing to leave the scene. Some of the crew then noticed that Spider-Man is coming their way.

"It's him! It's Spider-Man! We'll hold him off! Go, go!"

Flint and the gunner are driving off from the scene as only three thugs stayed behind to keep Spider-Man busy.

"That SUV is getting away. I'll have to chase it after I've taken these guys down first." Spider-Man says in his thoughts.

Spider-Man quickly tossed a spider-tracer onto the driving SUV, it cling onto it.

The thugs raised their guns and started firing off bullets, but Spider-Man jumps and uses his acrobatics to dodge the bullets. He did the drop kick on one thug, then landed in the middle between two remaining thugs. He webbed up the two thugs and pulled them in, he jumped and does the split kick.

"Three down and two more still on the run." Spider-Man says to himself.

Spider-Man pulled out his phone to track the spider-tracer he managed to attach the SUV before the fight.

"You can run, but you can't hide." Spider-Man says to himself.

Spider-Man jumps up and swings to find the SUV with the stolen loot.

Meanwhile Flint Marko is driving through the city as the thug is in the back counting all the gold and jewels they've stolen. Flint looked at the side door mirror and sees Spider-Man is chasing after them.

"Damn, it's Spider-Man, he found us!" Flint informs the thug.

"Keep driving Marko, Kingpin will have our heads if we don't deliver. I'll deal with the bug myself."

The thug grabbed the light machine gun as he popped out of the sunroof and his weapon aimed at Spider-Man. He started shooting the machine gun but Spider-Man is so quickly even while in the air, the bullets ended up damaging the walls and windows around the buildings. The thug kept on firing until his gun ran out of bullets.

"Shit, I'm out!"

The thug then tries to unload the empty magazine for a fully loaded one. Spider-Man has an opportunity to strike back as he swings in closer. The thug managed to reload his gun but he was too late as Spider-Man is on the SUV roof. The thug tries to aim it but Spider-Man quickly disarmed him. He then pulled the thug out of the sunroof and tossed him up and webbed him to a traffic light.

Flint Marko kept driving the SUV as he is now all alone, but Spider-Man got onto the hood and showed himself to Flint, surprising him.

"Pull over!" Spider-Man tells Flint.

Flint refused to pull over as he does some maneuvers in his driving, he tries to shake off Spider-Man but it's impossible since Spider-Man's clinging ability is unshakable.

He is driving so close to Oscorp Tower as the driveway guard sees a SUV coming at high speed, Flint continues to shake Spider-Man off but no success. He drove through the gate and enters the driveway to the underground parking lot. Flint is getting tired off trying to shake him off as he draws his gun and shoots at Spider-Man. Spider-Man dodged the bullets shot through the windshield. He jumped off the SUV as Flint got a clear view and sees a parked car in his way.

He quickly hits the breaks and tries to stop but it was too late as he crashed. The airbag popped open as it saved Flint, he still a little shaken but he grabbed some of the loot. Spider-Man jumped down to see the crashed SUV, he spotted Flint getting out of the vehicle with the stolen stuff.

Flint sees Spider-Man far in the parking lot as he ran to the elevator, he see Spider-Man running towards him. The elevator door opens and Flint enters it. Flint presses the buttons to close the doors as Spider-Man is closing in. The elevator doors closes and Spider-Man is too late, Flint sigh in relief.

Spider-Man looks at the elevator floor numbers, he's wondering where the thief is gonna stop.

"Okay bad guy, where are you gonna stop?" Spider-Man is curious.

The elevator reached the 38th floor, Spider-Man now has the location as he opens the elevator door, he looks up to see he's got a long way to go.

"Huh? Looks like I got a long way to go." Spider-Man says to himself.

Spider-Man jumps and starts to run up the walls as he tries to reach the 38th floor.

Meanwhile Flint got out of the elevator and is now on the 38th floor, he's now inside the testing lab where a lot of prototypes are being tested. He checks his gun to find out that it's out of bullets. He unloaded an empty clip and reloads a new one.

The elevator doors are opening as Flint figured out that Spider-Man is here, he went to hide himself from him. Spider-Man got the door to fully open as he climbs onto the 38th floor.

He looks around an sees a chamber of a sorts, but still no sign of Flint Marko. Flint is still hiding as he's got Spider-Man in his sights but he can't bring himself to shoot. He then decided on another approach, he grabbed a pipe nearby to be used as a weapon.

"Hey Buddy! I know that you're in here! Make it easy on yourself and surrender! This building will be swarming with cops! You won't be able to escape!" Spider-Man tries to reason with Flint.

Flint sneaks behind Spider-Man and tries to hit him with the pipe but Spider-Man's sense tingle and he reacted by catching the pipe before it hits him.

"Nice try." Spider-Man holding the pipe.

Spider-Man does the push kick and sends Flint into the chamber, Flint is getting bested by the wall-crawler. Spider-Man sees the bag that carries the loot that was stolen on the floor.

"Guessing this is what you stole." Spider-Man holding the bag.

"Give it back! I need it to pay off a debt!" Flint is desperate.

"Can't do that, this is all stolen property." Spider-Man refused to give it back .

Flint can't go empty handed or else his daughter will pay the price. Flint is reluctant to use a gun on Spider-Man but he's got no choice. Flint sees Spider-Man walking away to return the stuff to the authorities but his spider sense sensed danger. Flint fires the gun but Spider-Man dodged it but the bullet hit the control terminal.

Flint accidentally activated the chamber as the particle accelerators are online and he's caught in the middle. Flint tired to escape but the accelerators are spinning so fast that they're trapping him inside.

Flint is noticing something is happening to his hand as it's starting to decomposing, every cell including his own body is crystallizing becoming like sand.

"Help me!!!" Flint asking Spider-Man for help.

Spider-Man quickly tries to shut down the chamber but the control console is damage by the bullet, he can't shut it down remotely. Spider-Man is thinking of something fast as Flint is slowly dematerializing. He sees the large wiring hooked up to the chamber, he jumped in and pulls the wiring as hard as he can. Meanwhile Flint is turning more into sand as Spider-Man does his best to stop it.

"Nooo!!!" Flint says his last words.

Spider-Man pulled more harder as the wiring is disconnected from the chamber, the chamber itself is shutting down but Spider-Man was too late. Flint Marko is already gone, he couldn't save him in time.

"Oh no." Spider-Man whispered as he's still shocked.

(Outside Oscorp)

George Stacy and the rest of the police force are securing the building as they see Spider-Man coming out with the bag of stolen property.

"Spider-Man, you got the stuff back. What about the robber?" George Stacy is curious.

"He's... gone." Spider-Man says to George Stacy.

"Gone? You mean he escaped?" George Stacy says to Spider-Man.

"No... he didn't escape. He's simply gone, it's hard to explain." Spider-Man says to George Stacy.

(Inside Oscorp)

Meanwhile back inside the lab, inside the chamber where what's left of Flint Marko is on the floor in the form of sand.

Something unexpected happens, the sand is suddenly moving like it's alive, it's slowly moving out of the chamber and reached the vents.

The police went to the scene where Flint Marko was last spotted but they see nothing, not even a body.

(Outside Oscorp)

In the loading bay of Oscorp, sand came pouring out of the vent as a huge body of sand is being assembled. A hand is being formed from the sand, then an arm, and lastly a body is formed.

This entity looks at his hands and is surprised by what's happening to him. This guy then focuses the sand around him and tries to make himself more normal. It's Flint Marko who is the living sand as he has been given a new power. He walks as he adjust to gain new powers and he reverts back to his regular form, a human wearing green stripes shirt and brown pants.


Sometime later, Peter returned home after stopping an armed robbery and returning the stolen goods but unfortunately Peter is still shaken as he witnessed someone just turned into sand, meaning that he's probably dead. Peter felt a little guilty of not saving him in time.

Peter's phone rang as it's his girlfriend Liz Allan calling, he picked it up and answered it.

"Hey Liz, how was the movie?" Peter trying to maintain his cool.

"It was great though it's too bad that you had to leave during the second half." Liz says to Peter.

"Yeah, sorry about that." Peter apologize to Liz.

"So did you get there in time?" Liz is curious.

"Unfortunately I was a bit too late as Spider-Man already took down the bad guys, I missed my shot." Peter says to Liz.

"That's too bad, I'm sure that you'll get lucky next time." Liz says to Peter.

"Appreciate the encouragement. I'll see you tomorrow at school." Peter says to Liz.

"Okay Petey, hugs and kisses." Liz says to Peter.

"Right back at you." Peter smiled as he hangs up.

Peter felt a bit better thanks to his girlfriend Liz, though he still feel some guilt in not being able to save the guy in the chamber. He remembers that time that he failed to save Owlsley's family from being murdered and burned by the Kingpin. There are loss when it comes to being a hero or trying to save a live. He still thinks about the lives he failed to save and it still gets to him. He always finds a way to work through the losses thanks to his friends and family who gave him the strength to move forward.


The next day at Fisk Tower, Wilson Fisk is on the phone with Turk Barrett who is informing him of the failed robbery.

"Sorry Big Man, four of our boys got captured and Flint Marko is still missing. Looks like Spider-Man intervened, again." Turk Barrett informs Wilson Fisk.

"I see, thank you for informing me." Wilson Fisk hangs up.

"So Spider-Man has done it again." James Wesley says to his boss.

"Unfortunately, but it seems that one robber is still missing. That guy from Rikers, Flint Marko." Wilson Fisk says to Wesley.

"So he's still out there, probably in hiding." James Wesley says to his boss.

"Exactly, no one escapes the Kingpin until their debt is settled. Do our people have eyes on his family?" Wilson Fisk is asking his employee.

"Yes sir, they're still being watched 24/7 as insurance." James Wesley informs his boss.

"Excellent, keep an eye them in case Marko wants to see his daughter." Wilson Fisk says to Wesley.

"Yes sir." Wesley comply with the order.


Meanwhile Flint Marko is walking down the streets as he tries to find his new place due to being reborn as a new person.

He passed by a couple cops as they recognized him from the APB issued last night, he's one of the robbers that disappeared that night.

"Isn't that guy from last night?"

"He fits."

"Hey you! Hold!"

The cops sees him running away as he ran by the truck with a dump trailer.

"Cover the back!"

The other cop went to the back as the cop pulled out his service gun and is covering in front of the semi. He checked and sees nothing, only the other cop in the back. They look around to find Flint but noticed that sand is pouring out of the trailer, they figured that he's hiding inside it.

One of the cop climbs up the ladder and took off the covers, he only sees a big body of sand in the back, he grabs a shovel and approaches onto the sand to find Flint. He noticed some sand sinking in, he figured that could be where Flint is hiding.

He was about to dig into the sand until the sand formed a fist and punched the officer off the trailer and landed him onto the windshield of the car. Everyone in the vicinity witnessed a creature emerging from the sands, some kind of sand creature, they've started to panic.

The squad car came by and see the sand monster as they quickly pulled out their guns.

"Fire!"

The officers started shooting at the sand creature but the bullets aren't being effective as they only shoot through him and only making him angry. The sand creature then strikes back by punching into a sandstorm that took them out and knocked them out cold. The sand flies away from the scene as no one is able to stop this new villain.


Later after school ended Peter is with Mary Jane, Gwen, and Harry as they hang out at the Coffee Bean in the city. Mary Jane and Harry are flirting with one another as Peter and Gwen are both still quiet as neither of them had the time to talk.

"So..." Peter is still shy of what to say to Gwen.

"Yeah..." Gwen is shy too to talk with Peter.

"Come on, you two. It's been more than a month since you two talked. At least ask about how you two are." Harry gave some encouragement to Peter and Gwen.

"Okay Harry, you've made your point." Peter says to Harry.

"So... how are things with you and Liz?" Gwen worked up the courage to speak.

"Oh... it's been great. She and I have been dating this past month." Peter says to Gwen.

"Well... I'm happy for you Peter. You deserve to have someone in your life." Gwen says to Peter.

"Look Gwen, about that moment that you and I had..." Peter tries to speak about the moment.

"Don't worry it. Like you said, it was only a moment." Gwen doesn't want to bring up that moment.

"Awkward!" Harry said it as Mary Jane gave him the look.

Peter can see that Gwen is still dealing with everything that has been happening. Before he and Liz kissed, he wanted to go to Gwen and tell her what he truly felt for her, but he lost his chance.

Peter's phone rang as he picks it up, it's Betty Brant calling.

"Gotta take this." Peter answered the phone. "Hey Betty, what's going on?"

"Peter, something strange happened, the police got attacked by a sand creature." Betty informs Peter.

"A sand creature?" Peter is surprised.

"I'm being very serious. This guy is now robbing an armored car as we speak. If you want photos for this, I'll text you the address." Betty informs Peter.

"Okay, I'll go and see if I can get a photo. Send me the address." Peter hangs up the photo.

"Everything okay, Pete?" Harry is curious.

"Yeah, work stuff and all that. Sorry I gotta bail out." Peter gets up and grabs his backpack.

"Don't worry... pretty much used to it." Gwen says to Peter.

Peter could see that Gwen is still bothered by Peter ditching her, but right now he doesn't have the time to discuss this. Someone is wrecking havoc on the city, a sand creature. Peter left the Coffee Bean as he runs to an alleyway to change.


Meanwhile at the other side of the city, Flint Marko is collecting all the cash from the armored car.

"I hope that this is enough to pay back Kingpin to get him off my back for good." Flint says in his thoughts.

Spider-Man later arrived on a rooftop as he looks down to find an armored car all cover in sand, he sees someone inside stealing the cash. Spider-Man placed his camera in sight of the scene and sets it for automatic shots.

"Hopefully whoever this guy is, I'll finally get a decent picture this time. JJ will definitely pay big money for theses." Spider-Man says in his thoughts.

Spider-Man swings down to get a closer look at the robber. He sees someone's back as he is carrying the duffel bags.

"Okay whoever you are. Turn around and put the money down." Spider-Man says to the mystery man.

The robber dropped the bag as he turns around and shows his face to Spider-Man. Spidey became shocked to see someone he thought was dead.

"You? I thought you were dead?" Spider-Man is still shocked.

"I thought so too but then something unexpected happened to me." Flint says to Spider-Man.

"Whatever happened to you, you can explain it to the cops." Spider-Man says to Flint.

"I need this money and I can't leave empty handed. I don't want to hurt you. Leave now." Flint says to Spider-Man.

"I guess you haven't heard. I'm the sheriff around these parts." Spider-Man says to Flint.

"Okay." Flint says to Spider-Man.

Flint throws in the first hook punch but Spider-Man bend backwards and dodged the punch, he counters with a punch of his own and strikes back at Flint. Spider-Man hits Flint but his fist went through the man and got stuck, he's having trouble pulling his fist out.

"Oh oh!" Spider-Man says to Flint.

Flint enlarged his fist and strikes back hard on Spider-Man sending him flying out of the armored car. Spider-Man crashed onto a cab hard, some of the crowd are watching the action happening, including one shady individual who seemed to be recording the event.

Spider-Man quickly recovered and stands up, he was surprised by what this guy is capable of.

"What? What happened to you?" Spider-Man is still shocked.

"I don't know, somehow I can turn into sand and bend it to my will. That accident has changed me, gave me powers." Flint explained to Spider-Man.

"And you decided to use your gifts to steal." Spider-Man says to Flint.

"I don't have a choice." Flint says to Spider-Man.

"There's always a choice." Spider-Man says to Flint.

"Not always." Flint is in a tight spot.

"Well I can't let you walk away with the money." Spider-Man says to Flint.

"Then I guess we fight." Flint says to Spider-Man.

"So be it." Spider-Man fired off some webbing.

He shot at either side pass Flint, he then slingshots himself for a drop kick, he hits Flint as the man turned into sand. Spider-Man looks back to see the man became like sand from the impact.

"That should do it." Spider-Man says to himself.

Spider-Man was wrong as Flint formed back into his normal form as he came out undamaged.

"Great, how am I supposed to beat a guy who can turn himself into sand?" Spider-Man is in trouble.

Flint strikes back by extending his arm and throws a punch from a distance, Spider-Man jumps and swings around, avoiding his attacks.

Spider-Man swings in for a drop kick as he hit Flint again but the man burst into sand and created a sandstorm around the area. Spider-Man is in the middle of the storm as he's having a hard time seeing.

The storm then died down as Flint is reforming back and strikes back at Spider-Man with his fist, sending Spider-Man towards the wall. Spider-Man got injured from the impact, he tries to get up but was too late when Flint used his large sand hang to grab Spider-Man.

"I told you that I don't want to hurt you!" Flint holding Spider-Man in his grip.

Flint has the advantage over Spider-Man as he then decided to toss Spider-Man far into a shop. Flint quickly turned himself into sand as he leaves the area with a bags full of money.

Spider-Man quickly recovered himself as he jumps out of the shop to see that the sand guy is gone. He was lucky to be alive as he was at the man's mercy, but he spared his life.

He swings toward the rooftop where his camera is placed. He was able to get the shots of the fight and got the picture of the man.

He takes off his mask as sand was inside it and shakes some off his head.

"Where do all these guys come from?" Spider-Man is wondering.

He took off his boot as sand is pouring out of it, he spit some out.

Meanwhile back on the ground, this shady individual is one of Kingpin's spies as he sends the video of the fight to his boss.


Back at Fisk Tower, Wilson Fisk is getting the upload of the video into his computer. He plays the video and watches Flint Marko fighting off Spider-Man with powers unlike any he seen before.

"Amazing, and disappointing." Wilson Fisk isn't impressed.

"Sir?" James Wesley is curious.

"He had the chance to kill Spider-Man, but instead he spared his life. But I find someone of his particular ability to be useful to me. Do we still have sights on his daughter?" Wilson Fisk asking his assistant.

"Yes sir, our people are still watching her." James Wesley informs his boss.

"Excellent, here's what they'll do." Wilson Fisk smiled as he has something sinister in mind.


At the Daily Bugle, Peter gave Jameson the pictures of Spider-Man fighting the man of sand.

"Great, another menace causing havoc. Robbie, here you go. Headline, Spider-Man and Sandman: Terrorizes the city." Jameson gave Robbie the photo and headline.

"Terrorizes the city? Does it look like they're working together in those photos?" Peter tries to defend his actions as Spider-Man.

"Look kid, as long as you provide the photos, you get paid. Is that alright to you?" Jameson made it clear to Peter.

"Yeah." Peter knows better than to change his mind.

"Goodie." Jameson writes a check and pays Peter. "Here you go, 300 as usual. Thank you, bye bye."

Peter walks out of the office as he delivered the photos and got paid, though he's got other things on his mind, like this Sandman. Peter has a copy of the photo in his phone.

"Now I need to find this guy. I'll need help to ID this guy, and I just happen to know someone who can help in that department." Peter says in his thoughts.

Peter has an idea who to turn to for help.


Somewhere in a hideout, Flint Marko came by to see Turk Barrett as he hands him the duffel bags full of money.

"Here you go Turk, to pay off the debt to the Kingpin. Tell him that we're even." Flint wants Turk to pass the message to Kingpin.

"Actually, he's not interested in money from you, so you still have a debt to pay." Turk stated to Flint.

"What are you talking about?" Flint says to Turk.

"Talk to him yourself." Turk holds up the phone.

"Flint Marko, or do you prefer Sandman." Kingpin says over the phone.

Flint is shocked to find out that the Kingpin knows who he is now.

"Don't act so surprised, I've got spies everywhere in my city. They told me that you've bested Spider-Man in combat and yet you let him live, I'm disappointed." Kingpin says to Flint.

"Let's be clear, I'm no murderer. I got you the money, I'm done working for you!" Flint stated to Kingpin.

"You're done when I say you done! No one bargains with me, no one!" Kingpin says with a threatening voice.

"I won't help you kill Spider-Man, forget it. I won't do it." Flint refused to kill Spider-Man for Kingpin.

"Yes you will. Remember, I still have a trump card over you. Barrett, hand him the tablet." Kingpin order Turk Barrett.

Turk hands Flint the tablet as Flint holds it, he sees a live video of Keemia and Alma being held hostage by Kingpin's men.

"Keemia!" Flint yelled in fear.

"Daddy, help me!" Keemia is afraid.

"You son of bitch!!!" Flint is angry as he grabbed Turk Barrett.

"Easy man, this wasn't me. I swear!" Turk is being intimidated.

"If you won't cooperate, then they're of no use to me. Kill them!" Kingpin orders his men.

"No! No! Please, I'll do anything! Please don't hurt my daughter! I beg you!" Flint begs to Kingpin.

"That's a good boy. Stand down!" Kingpin orders his men to stop.

Flint watched the tablet to see Kingpin's men has stopped threatening his family.

"You will do as I say! Kill Spider-Man, if you fail, they die! You have until midnight to bring me his body, dead! If you succeed, then I'll return you daughter and her mother to you, unharmed." Kingpin gave his demands.

"How would I find him? He could be anywhere." Flint is curious as how to find Spider-Man.

"That's easy, rob a bank or cause some trouble long enough and he'll come to you, he won't resist. If you fail and he's still breathing, then I won't have to tell you what I'll do to your family." Kingpin threatens Flint.

"What do you mean by that?" Flint is worried by his words.

Kingpin chuckled. "Well, you'll just have use your imagination."

Flint gets the picture of what could happen if he fails to kill Spider-Man. Flint is no killer but since Kingpin threatens to kill his family, he has no choice but to comply to his demands.


Later as the sunsets, at the 13th precinct, George Stacy is in his office as his phone rang, he picked it up and sees that it's a blocked number, he got a pretty good idea who's calling him.

"Spider-Man?" George Stacy answered the call.

"Wow! How did you know?" Spider-Man is amused.

"That's easy, I'm psychic." George Stacy jokes with Spider-Man.

"Really?" Spider-Man plays along.

"No, I'm a police captain, you alway call me with a blocked number, you're easy to figure out. So what can I do for you?" George Stacy says to Spider-Man.

"I've come up against a new player, a very strong guy with powers." Spider-Man says to George Stacy.

"You mean the Sandman, right?" George Stacy figured out.

"Right, I'm sending you a picture to your email. Check it." Spider-Man says to George Stacy.

George uses his computer and access his email, he got a new email with a picture of Sandman's face.

"Got it. What do you need me to do with it?" George is curious as what to do with the photo.

"I need your help to ID him, I've got nothing to go on. Figure he might have a record and you might be able to find it." Spider-Man says to George Stacy.

"Don't worry, I'll get right on it. I'll call you back." George Stacy hangs up.

George had a copy of the picture printed out as he plans to run it through facial recognition.

The door knocked as he holds the photo of the Sandman.

"Come in!" George Stacy invites someone outside his office.

The door opened and his daughter Gwen Stacy came to see her father.

"Hi Dad." Gwen smiled at her father.

"Gwennie, what are you doing here?" George is glad that his daughter is here.

"I just need someone to talk to, need some advice." Gwen says to her father.

"I'd love to but right now is not a good time. You can wait here and when I'm done I'll make time for you, I promise." George Stacy says to his daughter.

"Oh... okay. I can wait." Gwen understands her father's position.

"I'll make this quick as I can. Wait here." George Stacy says to his daughter.

George leaves the office as Gwen is left alone waiting. She got a patient as she can be while waiting until her dad's phone got a text from a unknown number. It reads 'I'll be waiting here on the rooftop.' Gwen is curious as to who could be texting her father.

(Rooftop)

Spider-Man is on the rooftop waiting to speaking with George Stacy for information on the Sandman, he hears the rooftop door opening.

"That was quick." Spider-Man turns around, only to see Gwen Stacy here. "Oh?!"

"Sorry, wrong Stacy. I didn't know that you and my dad were work together." Gwen is surprised by Spider-Man's appearance.

"On occasion, I come to him for his help when I need it and sometimes he ask for mines as well. You dad seems to think that I'm the good guy." Spider-Man explained to Gwen.

"He does, and I believe that you're a good guy too. You've saved my life last year, you're my hero." Gwen smiled at Spider-Man.

"Thanks, it's nice to have a fan." Spider-Man says to Gwen.

Spider-Man could see that Gwen still has something on her mind, she's got that same look before he left to fight Sandman.

"Everything okay?" Spider-Man is asking Gwen.

"Why do you say that?" Gwen says to Spider-Man.

"I can tell when someone has something on their minds. You want to tell me what is it?" Spider-Man is curious.

"Well... I guess I could tell you. For some reason, I feel like I can trust you, like on some level I know you." Gwen says to Spider-Man.

"Yeah... I get that a lot. Okay, I'm all ears." Spider-Man is listening.

"There's this guy, a friend, his name is Peter Parker, I'm sure that you know who he is." Gwen says to Spider-Man.

"Ah... why do you say that?" Spider-Man is getting nervous.

"Because he takes pictures of you and for some reason you let him, that's why." Gwen says to Spider-Man.

"Oh, right. Of course, he seemed like a nice guy." Spider-Man says to Gwen.

"He is, maybe too nice." Gwen says to Spider-Man.

"What do you mean by that?" Spider-Man is curious.

"Well... after you saved my life, I've began to have feelings for him. Last winter, he and I... kissed." Gwen confessed to Spider-Man.

Gwen doesn't know that she's speaking to Peter Parker underneath the suit as he's listening to what Gwen is saying.

"So you like this guy?" Spider-Man is curious.

"Yes, until he started dating a girl from our school, Liz Allan. I wanted to tell him how I felt for him on Valentines Day, but I was too late. I guess I was waiting for him to say something, hoping that he has feelings for me, but he never did. Now he's got a girlfriend and I can't help but be jealous of them. You know what the crazy part is? That I still love him." Gwen confessed her feelings for Peter.

Spider-Man is surprised to hear that Gwen still loves him, his heart beats as he heard those words from her.

"Does he know how you felt for him?" Spider-Man asking Gwen.

"No, I don't think that he felt the same way for me. I think that it was a mistake to kiss him, he must've thought so too." Gwen says with sadness in her eyes.

Peter never thought it was a mistake, what he felt that day was the most wonderful thing he ever felt in his entire life, he fell in love with her.

"Now he's got a pretty girlfriend, all I can do is respect their relationship. But even so he hardly makes time for me, I guess he doesn't care for me much like before." Gwen says to Spider-Man.

"That's not true, he still care for you. Deep down, he still sees you as one of the most important persons in his life." Spider-Man says to Gwen.

"How do you know?" Gwen says to Spider-Man.

"I just do. Trust me, you still mean something to him, I promise." Spider-Man says to Gwen.

Gwen smiled in comfort. "Thank you.

Gwen got in closer to Spider-Man, she pulled his mask partially and gave him a kiss on the cheek. Spider-Man liked that kiss as he still feels attracted to Gwen. Spider-Man blushed and smiled as he pulled down his mask.

George Stacy came up to the rooftop to see his daughter with Spider-Man alone. Gwen and Spider-Man sees her father here looking at them.

"Sorry, I'm I interrupting?" George is curious about them.

"No, of course not. Excuse me, nice seeing you Spider-Man." Gwen smiled as she leaves the rooftop.

"You too... Gwen." Spider-Man says to Gwen.

Gwen went downstairs back into the station leaving Spider-Man and Captain Stacy alone. George looked back at Spider-Man as he smiled.

"What?" Spider-Man is wondering.

"Nothing, looks like Gwen has taken a liking to you. Like she's connected to you in someway." George Stacy suspects something with Spider-Man and Gwen.

"I get that a lot. So did you bring what I ask for?" Spider-Man is wondering.

"Yes, your guy's name is Flint Marko, he served two years in Rikers for armed robbery and recently got released on parole." George Stacy gave the identity of the Sandman.

"Any leads on how to find him?" Spider-Man asking George Stacy.

"He hasn't checked in with his parole officer. Most of his associates are still locked up, but he does have a next of kin, his daughter Keemia Alvarado. She's currently living with her mother Alma who has fully custody since he got locked away, she's got an address in Washington Heights, here." George Stacy hands Spider-Man the address.

Spider-Man has the location of Sandman's daughter on the piece of paper George gave him.

"Let's hope that after two years he'll want to see his daughter again. Thank you Captain Stacy, hope this info pays off." Spider-Man shot a web and swings away.

George watched as Spider-Man swing through the city, he smiled as liked how close Spider-Man is to his daughter Gwen, since he knew that Peter is Spider-Man and that they still have feelings for one another.


It's nighttime in Washington Heights as Spider-Man arrived at the apartment complex where Keemia and her mother lived in. He arrived at the wall and starts climbing up to the window. He took a peek of the window to see the place is all quiet and empty.

"This is the right address though it looks like no one is home. Better check it out." Spider-Man says in his thoughts.

Spider-Man opens the window and climbs inside the apartment, he leaves the bedroom to find the living room wrecked, like there was a struggle here. He found a picture of Flint with his girlfriend Alma and their daughter Keemia.

"Happy family, though I don't think that Flint is behind this, he seemed to love his daughter so much that he wouldn't risk harm to her. So either Flint is behind this or someone else is behind this." Spider-Man says in his thoughts.

He placed the picture on the coffee table. He got a phone call on his phone, it's Jameson who's calling him.

Spider-Man answered it. "Hey JJ, was going on?"

"Parker, where are you?! Aren't you at the scene at the scene taking more pictures?!" Jameson says with a loud voice.

"Pictures?" Spider-Man is confused.

"The sandman is back! He's robbing the bank downtown and the police are holding up a perimeter! So go get me photos!" Jameson gave Peter an assignment.

"Okay, I'm on it." Spider-Man hangs up the phone.

Spider-Man has a lead on the Sandman but he's worried for the girl and her mother who are both still missing, but he can't ignore the Sandman robbing the bank. He'll have to deal with Sandman first, then he'll go looking for the girl and her mother, he hopes that he isn't too late to save them.


Meanwhile in the downtown area, the police are setting up a perimeter as they have orders not to let any civilians inside and for the cops to stay out as they know that they're no match for Sandman.

Spider-Man arrived at the scene to see the cops keeping their distance outside and the bank door smashed opened.

"This is strange, he already robbed the money and now he's back so soon robbing some more." Spider-Man find this whole thing suspicious.

Spider-Man swings in closer to for a look, the police still remained outside as they hope that Spider-Man will find a solution to taking down Sandman.

Spider-Man gets inside the bank only to find Sandman just standing there doing nothing, he's not even robbing the money.

"Right on time, he said that if I've caused trouble, you would come." Sandman says to Spider-Man.

"He who?" Spider-Man is curious as who Sandman meant.

"Doesn't matter, I spared you once. I won't make that same mistake again, this time we fight to the death." Sandman threatens Spider-Man.

"It doesn't have to be this way." Spider-Man tries to reason with him.

"Unfortunately, it does." Sandman is struggling to do what need to be done.

Sandman throws the first punch from a distance using his powers to extend his arm. Spider-Man jumps and dodged the first attack. He fires off some web lines passed Sandman.

"You missed." Sandman says to Spider-Man.

"Did I?" Spider-Man is confident.

Spider-Man pulled the web lines as he dragged the vault door on the floor towards Sandman, smashing him underneath it. Spider-Man see that Sandman turned into sand from the impact as he's reassembling himself.

"Is that the best you got?" Sandman says to Spider-Man.

"Crap." Spider-Man is disappointed.

Sandman throws another attack as Spider-Man jumps up and does the drop kick on his face, he staggered him a bit. But Sandman quickly counters with a spinning back fist on Spider-Man, hitting his target. Spider-Man got hit hard against the wall.

"Dang, every time I hit him, he comes out without a scratch. How do I fight someone who can become like sand?" Spider-Man says in his thoughts.

Sandman attacks again but Spider-Man jumped up and clings onto the ceiling.

"Wait, ever part of him is sand. Like sand, it has its certain vulnerabilities. Okay, what works against sand? Let's see, fire can turn it into glass, except that I need a huge fire for that." Spider-Man is thinking.

Sandman attacks again but Spider-Man dodged the attack and jump to another ceiling. He looks around his surroundings to find something he can use against Sandman. He see some fire sprinklers on the ceiling used in case of a fire, then it hit him.

"Wait a minute, water, that's it! Water can be used to turn sand into mud, he won't be able to dematerialize himself in a wet state. I'll be able to harm him when he's all wet. I'll just need something to trigger the sprinklers." Spider-Man is looking around.

He see a leg from a chair nearby and he found a plate full of matchbooks, he got an idea on what to do.

Sandman strikes again as Spider-Man jumps out of the way and used both his wrists to fire off his webbing to bring a matchbook and a chair leg to him. He quickly webs up the tip of the leg as he uses the match to light up a fire. He succeeded in lighting a fire as he burns the webbing on the leg as it's flammable.

Sandman see Spider-Man on the ceiling with the sprinklers holding some kind of torch with fire lighting on it.

"Do you really think that you can stop me with fire?" Sandman says to Spider-Man.

"No, got something else in mind." Spider-Man holds the torch close to the sprinklers.

Sandman watched as Spider-Man uses the fire to trigger the sprinklers as the whole bank is raining down water and he got caught in the rain. His whole body is becoming wet from the water as the sand holding him together became mud.

"This is my chance." Spider-Man jumps and swings.

Sandman sees Spider-Man coming for a drop kick again, but this time he felt the pain as the strike is more effective. He tries to decompose himself into sand but it's impossible as his whole body became mud. Sandman gets up and tires to punch Spider-Man again, but Spider-Man pulled back, then he strikes back at Sandman again with his fists. Sandman is getting punched by Spider-Man multiple times as Spider-Man has the advantage over him now.

Sandman is having a hard time getting his bearings from all the blows Spider-Man landed on him. Spider-Man can see that his plan worked, Sandman is all vulnerable in his wet state.

"Nighty night Sandman!" Spider-Man then throws the final punch.

Spider-Man punched Sandman in the face, causing him to fall down on his back, Sandman is defeated.

"It's over Sandman, you've lost." Spider-Man says to a defeated Sandman.

"No, I can't fail." Sandman is shedding tears.

"What?" Spider-Man could see him crying real tears.

"He'll kill them." Sandman is crying.

"Who'll kill them? What going on?" Spider-Man is getting worried.

"I'm sorry Spider-Man, I didn't want to kill you. He has my daughter and her mother held hostage." Sandman says to Spider-Man.

"Who has them hostage? Tell me?" Spider-Man asking Sandman the question.

"The Kingpin. He has them hostage to force me to kill you." Sandman confessed to Spider-Man.

"Kingpin sent you to kill me." Spider-Man says to Sandman.

"Yes, he said that I have until midnight to bring your body to him, dead, if I do that he'll return them to me. But if I fail to do what he ask, he'll kill my daughter." Sandman cries for his daughter.

Spider-Man is shocked to find out that Wilson Fisk is behind this whole thing. What Kingpin has done is monstrous, but he shouldn't be surprised since Fisk attacked a school and endangered everyone's lives, he almost killed Gwen Stacy. Many of his friends and family were endangered, Liz Allan, Betty Brant, and his Aunt May.

"I'm sorry Flint Marko, I know what it's like to worry for the ones you've loved. Kingpin also hurt those closes to me. I understand how you're feeling." Spider-Man sympathies with Sandman.

"He make you work for him too?" Sandman is curious.

"No, I don't work for Kingpin. But I'm gonna stop him and help you save your daughter and her mother from harm." Spider-Man offers his help to Sandman.

"You can do that?" Sandman says to Spider-Man.

"Yes, I can." Spider-Man says to Sandman.

"Why? After everything I've done to you?" Sandman says to Spider-Man.

"Because it's the right thing to do, it's about saving two innocent lives. But I'll need your help for it to work." Spider-Man asking Sandman for his help.

"Of course, anything to save them. I'll do it. What do you need me to do?" Sandman agrees to help Spider-Man.

"You say that Kingpin wants you to bring my body to him and he'll bring your family to you." Spider-Man say to Sandman.

"Yes." Sandman says to Spider-Man.

"Then you'll bring me to him, dead." Spider-Man says to Sandman.

"What?" Sandman is confused by his meaning.

"Trust me, I have an idea." Spider-Man has a plan.


Later at the hideout where Turk Barrett is with the men who kidnapped Keemia and Alma, both whom are blindfolded. He checks the time, it's 11:55 PM.

"It's almost midnight. If he doesn't bring Spider-Man dead, then..." Turk is uncomfortable with the idea.

The phone rang as he picks it up, it's Kingpin calling him.

"Hey boss." Turk answered the call.

"Has he brought Spider-Man dead?" Kingpin wants an update.

"Not yet, but it's almost midnight, there's still time." Turk informs Kingpin.

"If he fails and doesn't come back with Spider-Man, dead, then kill his family, starting with the girl. No loose ends and no hesitation, understood?" Kingpin says to Turk Barrett.

"Ah... yeah, understood." Turk hangs ups the phone.

Turk knows that Kingpin is very serious in his word, especially when it comes to threatening women and children. But he knows the consequences of disobeying him, the last guy who crossed him, he killed off his entire family.

"Turk, he's here. He's got Spider-Man."

Turk finally got some good news as he came to the garage door, he sees Sandman here carrying Spider-Man's body.

"Wow! You actually did it. I'm impressed, and so will my boss." Turk says to Sandman.

Sandman puts Spider-Man down laying motionless on the ground.

"I've brought you Spider-Man, I've kept my word, now keep yours." Sandman demanded Turk.

"Man knows how to bargain. Very well, bring his family to him." Turk order the thugs.

The thugs came out with Keemia and Alma both tied up and looking scared.

"Keemia!" Sandman says to his daughter.

"Daddy!" Keemia says to her father.

"Untie them and let them go." Turk orders the thugs.

The thugs cut the ropes holding them, they got freed. Alma and Keemia went over Flint who got worried for them.

"Flint, can't believe this is all happening because of you." Alma says to Flint.

"I know, I'm so sorry for everything. I tried my best to keep you both safe." Flint is apologizing to them both.

"Did you really do it? Did you really kill Spider-Man?" Alma is curious and concerned.

Turk walked over to Spider-Man's body and got a closer look.

"At long last, Spider-Man dead. Let's see who you are underneath that mask." Turk reached his hand.

Turk is so close to unmasking Spider-Man, but something unexpected happened, Spider-Man's hand gripped Turk's wrist, he then tossed him over. Everyone is shocked to see Spider-Man is still alive.

"It's good to be back among the living." Spider-Man says to everyone.

"Spider-Man! He's alive!"

"Flint, now!" Spider-Man gave the word.

Sandman unleashes an sandstorm around the room, the armed thugs are blinded by all the sand.

"Spider-Man, get them out of here!" Sandman tells Spider-Man.

"Right, okay you two, it's time to go." Spider-Man says to Keemia and Alma.

Spider-Man got both Alma and Keemia in his arms as he lead them away to safety.

Turk recovered himself to see that Sandman double crossed them, Sandman and Spider-Man are working together now. He decided to make a tactical retreat as he makes his escape.

Meanwhile Spider-Man got both Alma and Keemia onto a rooftop where they'll be safe.

"Here you go, you'll be safe here. Hold on." Spider-Man pulled out his phone and dialed Captain Stacy. "Captain Stacy, this is Spider-Man, I've rescued the hostages and need units to secure the scene."

"Send me the address, we're on our way." George Stacy says to Spider-Man.

Spider-Man hangs up and text the address to their location.

"Sorry to leave you both, but I gotta help you dad." Spider-Man says to them.

"Please Spider-Man, help my daddy." Keemia says to Spider-Man.

"Don't worry, I'm on it." Spider-Man says with confidence.

Spider-Man swings back down to the hideout. Inside the warehouse, the thugs sees something in the sandstorm, they started shooting at Sandman. He felt the bullets as he then strikes back at the thugs with his extended fists, he took out a few of them. One of the thugs sees that guns won't work on him, he then picks up something he hopes will work, a flamethrower.

"You're all gonna pay for taking my daughter!" Sandman is angry.

The thug with the flamethrower unleashed a burst of flames at Sandman. Sandman uses his arm to protect himself but the fire proved effective against him as his left arm turned into glass, forcing him to amputated it.

"You shouldn't have never crossed the Kingpin, Marko!"

The thug is about to turn Sandman into glass until his flamethrower got webbed up and yanked off his hand by Spider-Man. Spider-Man swings in as he does the hurricanrana on the thug. He finishes off by webbing him to the ground.

"Thanks Spider-Man, you saved my life." Sandman is grateful to Spider-Man.

"No problem. Sorry about the arm." Spider-Man noticed Sandman got amputated.

"Don't worry, I just need some sand and it'll be as good a new." Sandman isn't too worried.

Spider-Man and Sandman hears a phone ringing, they see it lying on the floor. Spider-Man picked it up to see it's a blocked number.

"Wonder who it could be?" Spider-Man puts the phone on speaker.

"Barrett, what is taking so long? Report! Is Spider-Man dead? Barrett, I order you to respond at once!" Kingpin is on speaker.

"Sorry Baldy, Turk is unavailable at this moment." Spider-Man says to Kingpin.

(Fisk Tower)

Fisk is shocked to find out that Spider-Man is still alive and that the operation has failed.

"Spider-Man? You're still alive!" Kingpin is disappointed.

"That's right, I'm still breathing! Those two hostages you've held are saved. It's over Kingpin, you've lost." Spider-Man says to Kingpin.

"I never lose Spider-Man. You may have won the battle but I will win the war. I am all powerful and this is my city." Kingpin says to Spider-Man.

"All powerful? You kidnapped and threatened women and children, you use your thugs to do all your dirty work. You're not all powerful as you claim to be, you're nothing but a big fat coward." Spider-Man insulted Kingpin.

Kingpin is angry that Spider-Man dared to call him a coward.

"Your time will come. You'll pay for all those innocent lives you've harmed. One day I'll come for you and take you down, that's a promise." Spider-Man hangs up.

Kingpin is still pissed as his plans to get rid of Spider-Man has failed and that Spider-Man insulted him and his power as the Kingpin, he slammed the phone down hard in anger.


Later at midnight as the police have arrested the thugs responsible for holding Alma and Keemia hostage. Flint Marko is walking toward them as he's happy that they both safe.

"Keemia, thank god that you're alright." Flint smiled in relief as his daughter is safe.

Flint and his daughter are finally hugging on another as two year.

"I've missed you daddy." Keemia is happy.

"I've missed you too, Keemia." Flint is happy too.

George Stacy and Yuri Watanabe came to the scene to find Flint Marko with his daughter, even though he sympathized, he can't ignore what Sandman has done.

"Flint Marko." George Stacy says to Flint.

"Yeah." Flint says to George Stacy.

"I'm sorry but I'm going to have to place you under arrest. You've still done some crimes and that can't be ignored." George Stacy says to Flint.

"Captain, this guy was force to work for Kingpin under the threat of his daughter. He had no choice." Spider-Man speaks on Flint's behalf.

"Thank you Spider-Man, but I knew what I was getting into. I did the crime, I must do the time. It's okay, as long as my family is safe, that's all that matters. Im good with it." Flint agreed to surrender himself.

"I'll put down that you were acting under duress, hopefully that'll lessen you sentence, maybe you'll be release if you're on good behavior." George Stacy says to Flint.

"Thank you. Can you let me have a few minutes to say goodbye to my daughter?" Flint asking George Stacy.

"Sure, you got five minutes." George Stacy gave him five minutes.

"Keemia, daddy has to go away again. But when I get out, I'll be a different person for you." Flint says to Keemia.

"I'll miss you." Keemia says to her father.

"Don't worry, this won't be forever. I'll come back to you." Flint smiled at Keemia.

Flint and Keemia hugged each other one last time as her mother Alma comes to them.

"Take care of our daughter." Flint asks Alma.

"I will." Alma agreed.

Flint then lets go of his daughter as he surrenders himself willingly to the authorities for his role as Sandman.

Spider-Man watched as they take Sandman away to prison, he's more worried for Alma and Keemia since Kingpin will want retribution.

"You both need to leave New York. Kingpin will try to come after you both again." Spider-Man advised them.

"But where will we go?" Alma is wondering.

"Don't worry, I have a friend I used to serve with in the Army, his name is Jimmy Woo, he works for an intelligence agency, he can help you both get a new life and new identities, far away from the Kingpin's reach." Yuri Watanabe has an idea to help them.

"Thank you." Alma thanks Yuri.

Alma and Keemia watched as Flint is being driven away in the back of the truck, to prison.


The next day, Peter is walking down the street in Forest Hills.

"JJ is sure is pissed that I didn't get the photos. But that doesn't matter, the important thing is that Sandman is in jail and two innocent lives are saved. Hope those two can have a peace life now that they're living under new names, far away from the Kingpin. As for me, I still have something I gotta do." Peter says in his thoughts.

Peter arrived outside the Stacy Residence, he knocked on the door. Gwen Stacy opened it and sees Peter Parker at her footsteps.

"Peter?" Gwen is surprised by his appearance.

"Gwen, I know that you and I can't be together, but I still need you in my life. You're still an important part of my life." Peter says to Gwen.

"Well... I guess we came so far to be anything but friends. Truth is, I still need you in my life too, Peter." Gwen says to Peter.

"So... friends?" Peter says to Gwen.

"Friends." Gwen smiled at Peter.

Peter and Gwen hugged each other as they've rekindle their friendship. Gwen can't deny that she's still has feelings for Peter but for now she only be his friend. Peter still see Gwen as someone who's most dearest to him.

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