Chapter Six

The Sandman swung his deadly pointed arms wildly at his foe, Spider-Man, furiously. Inside the costume, Peter Parker did the best he could to keep up with Flint.

First, Flint brought his arm down on the table and smashed straight through. Peter barely managed to dodge it and landed on the floor of the nearly empty gym with ease.

On the floor watching in horror was Richard Fisk. The gym was nearly empty and though he had been the target of this attack he found he was memorized by the spectacle.

"Get out of here!" Peter barked at Richard, "I'll hold this clown off now make a run for the door."

Richard nodded, "Fine." He pushed himself to his feet and made a break for the door that most of the people present had already escaped through.

Flint formed a solid block with his hand and managed to score a blow against Spider-Man's jaw. "About time I landed one."

"Ah!" Peter crashed into a row of wooden chairs and slid across the ground.

"Where are you going?" Flint demanded of Richard who was making his way towards the door. He stretched his hand out and covered the door in sand, cutting off Richard's only path of escape. "I'm not done with you, kid, not by a long shot."

Peter smashed straight through Sandman's torso and rolled across the floor landing between him and Richard. He came up to his feet and faced down Sandman, "Well, he has to wait his turn, we're not finished yet."

Flint charged straight for Spider-Man, his hands forming deadly spikes. He thrust and slashed at the elusive foe.

Peter dodged every blow that Flint sent his way and retaliated with a sidekick. The impact of the hit nearly knocked Flint's head off, but within moments his skull reconnected with the rest of him.

"Why try? Everything you throw at me does nothing!" Flint formed a mace and lashed out.

Peter leapt into the air and contorted his body, avoiding the deadly weapon by centimeters. Before he could land he fired a web-line and soared across the auditorium with Sandman in pursuit. "That's the best you can do?" Peter asked landing on the side of the wall. "Jeez, you fight like an old man."

"Shut up!" Flint's arms expanded and trashed at Peter like an endless wave of sand; "Stop talking and fight!"

"I sense issues." Peter ran along the side of the wall, twisting and turning to avoid being smashed under the ceaseless flood of sand that was pouring out from Flint. He pushed off the wall and landed a punch against Flint's jaw before landing a dozen feet away.

Flint gazed at the hole in his face and grimaced, "You're starting to piss me off!" He said as his jaw restructured.

"Why'd you do that?" Peter asked, "It was an improvement!"

"You're making this a lot harder than it has to be!" He charged forward via the wave of sand and threw everything he had at Spider-Man in one frantic attack.

Peter's eyes widened, "Oh boy." He somersaulted and landed on both his hands just as two spikes of sand zipped by. He then pushed off the ground and twirled in the air just avoiding another sharp projectile from Flint. "Just keep moving." He told himself.

The Sandman formed blocks with his hand and swung wildly. "This guy can't keep getting lucky!" Flint continued to press his attack forcing Spider-Man to fall back via flips. He swung his arm only to have the web-slinger duck under it and then leap straight into his face. Before Peter could break through Flint managed to get a hold of Spider-Man's ankle, "Got you at last!" He flung his foe into the ceiling.

Peter crashed through causing pieces of plaster to fall down to the floor. He smashed past the ceiling and landed in a classroom just one floor above. "That seriously hurt." He said rubbing side of his head as he leaned against one of the overturned tables.

Suddenly, through the hole that Peter had caused, Flint poured into the room and quickly solidified until he was standing over him. "Hi." Peter nervously said, "I think we got off on the wrong foot. My name is Spider-Man, what's yours?"

"Die!" Flint exclaimed covering Peter in a never-ending wave of sand. "How's the air, kid?" He gleefully asked at the sight of Spider-Man's sand covered body. Flint continued to hit Peter with a river of sand without any concern for what it would do.

Peter closed his eyes and struggled to breath through the mask and the sand. "Its too much!" Peter exclaimed, "I can't break free."

Without warning the side of the classroom exploded. The force of the blast hurtled both Flint and Peter back down into the gym. Debris flew everywhere, covering each fighter in dust.

Slowly, Peter rose and gazed at the damage. Small fires raged throughout the gym. "That explosion came from Dr. Connor's class." He remarked wearily, "Why?"

At that moment Gwen Stacy appeared over him with a face full of concern, "Spider-Man." She said nervously gazing, with a degree of terror, at the reforming Sandman, "Are you okay?"

"You didn't leave yet?" He asked shaking his head in hopes of regaining his senses. The lower half of his mask had been torn off, and one of the lenses were gone. It was then that Peter spotted the fan. It had survived the blast and continued to slowly rotate. "Gwen, do you know where the control room is?"

She nodded quickly, "Third floor, why?"

Peter took a deep breath, "Go there and turn the fan to its highest setting, go past the safeties if you have too, and hurry! I'll hold Sandman here."

"I'm on it." She rose suddenly and turned one last gaze at Spider-Man, "Who are you?"

He stumbled to his feet, "That guy's punching bag." He said referring to Flint who was nearly solid again, "Now go!"

Without delay Gwen vanished through a doorway leaving the two foes alone to finish their battle.

Peter smashed straight through Sandman and followed up with a fierce barrage of kicks. "Fall damn you, fall!"

A dozen fists popped out of Flint's body and began to block Spider-Man's attacks and launch assaults of their own.

"Whoa!" Peter barked just as he avoided a swing from a sickle-like arm of the Sandman. He made a back flip and managed to kick Sandman's gut as he did so.

Flint stumbled and took a moment to inspect the damage. A large indent marked his lower torso but he quickly restructured it in a moment. He retracted the other fists into his body and made a mace with his left and a hammer with his right. "How's that for customization?" He made his attack.

Peter closed his eyes and took a moment to focus on the task at hand, "Instincts, do your job!" He dodged the first volley and followed up with one of his own.

For all of Peter's strength his blows did little damage, Sandman came as violent as ever. These were some of the most acrobatic maneuvers Peter had ever pulled off and still he was hard pressed to avoid Sandman's ever changing hands.

"That is it!" Flint declared, "Now I'll show you my full power!" His entire body slowly morphed into sand, "The full power of the Sandman!" It began; he launched a long sharp lance-like projectile from his body.

Peter avoided it with ease, but then another came and another. After dodging nearly a dozen or so attacks he realized that the projectiles Sandman struck out with were not retracting into his body but embedding into the walls instead.

"He's removing my breathing space." Peter remarked, realizing he was running out of time, "Gwen, hurry."

Gwen Stacy entered the control room and slowly walked in to find the worker dead. She postulated that the creature fighting Spider-Man in the gym was responsible.

Gazing at the control panel she frantically fought against time, "Come on, where is it?" She asked herself impatiently. It was then her eyes ended up on the fan controls.

Her hand touched a knob and praying that this was the correct one she turned it to the maximum setting. "Work." She pleaded, "Work."

Peter clenched his teeth and kept moving. He was nearly out of space; the Sandman had almost covered the entire gym in spikes. He performed a dazzling array of leaps and flips avoiding becoming some sort of sis kabob.

However, like all good things his mobility came to an end. Flint finally landed a blow and hit Peter in the leg. "Nailed you!"

"Ah!" He exclaimed landing against the wall. He fell on his ass and leaned against the wall. Sandman's spike had scratched along the length of his thigh. Peter looked up only to come face to face with one of Sandman's slowly moving spikes.

It went along its way just stopping before making contact with his thread. "Jeez." He said quietly.

Flint laughed at his victory, "Any last words, Spider-Man?"

Peter took a deep breath realizing that he'd lost. It was then that he spotted the fan blades increasing in their rotation. Slowly, he began to feel the wind tug at him. "Yeah."

"What?" Flint confidently inquired, "Make it good, kid."

"Bye-bye." Peter pointed towards the blades.

Flint frowned and turned his head, realizing that his shoulder was starting to be pulled away, "No!"

The fan reached its maximum speed and began to suck everything in the room towards its deadly blades. Sandman's shoulder was torn off and became a cloud of sand only to be sucked into the fan.

Flint gazed back at Spider-Man, "Help me!" He begged. The fan began to drag the rest of Sandman towards it.

Flint formed two giant blocks of sand with his feet and held onto the floor of the gym as hard as he could, "No, it can't end like this!" He exclaimed. Despite his best efforts the fan continued to pull him. Flint's body slowly came apart dragging it all into the blades where it was sliced up and thrown into the vents.

He felt it all slipping away, every piece of him. All of his ambition and plans faded away as a simple instinct for survival told him to hold on. It was all in vain; he lost his footing and flew across the gym. In one fatal moment, Flint Marko hit the blades of the fan and was scattered into a million pieces. The Sandman was dead.

Peter was still not safe however. He fired a web-line that connected with the floor of the gym. He dangled in the air and held tightly onto the end of the web-line, otherwise he'd meet a similar end as his dead foe. "Turn it off!" He exclaimed. "Off!" He slowly felt himself losing hold of the line.

With a great amount of relief, Peter heard the sounds of the blades dying. Once the force had decreased he slowly began to descend back down towards the floor until he safely landed.

He breathed hard as he lie on the floor of the gym. Gwen Stacy slowly appeared over him, "You're still alive?" She nervously asked.

Peter laughed, "Yeah." He rose to his feet despite the pain in his back, "At least I think I am. Thanks."

"Don't sweat it." She replied slowly gazing across the gym and then grimaced at the noise of police sirens. "You'd better go."

He nodded but hesitated for a moment. Peter wondered what would happen if he told Gwen everything. How would things change? He then realized what it had done to his relationship with Uncle Ben, how he had lied to the old man. Peter decided not too, he lied enough as it was, he didn't need any more.

She looked into his white lenses, past them in fact, into his eyes, "Goodbye."

"Yeah." Peter said. Before he could turn around he found himself pressing his lips against her. He finally broke away from it and took a deep breath, "Bye."

He fired a web-line through the hole in the ceiling and vanished into the darkness. Gwen was left alone standing in the gym. It was then she began to realize her heart was torn, between Peter and this masked figure, and she felt something similar in his kiss. She only managed to stand there for another moment before finally realizing what had just happened and laughed at the absurdity of it all.