"Reports are saying that the Avengers have responded to the Coney Island scene, with Flint Marko still holding the area hostage. The Avengers appear to be getting everyone stuck inside to safety, as well as fighting off Flint Marko. We have no idea what the endgame is at the moment, but it appears that the coast guard is ready for deployment if the Avengers fail. We will be staying with this story-"

"Chairman, dammit, I know!"

Norman Osborn was on the phone in his office, discussing what was happening at Coney Island with several high ranking government officials. He had transferred them to speakerphone, having a large conference call on the matter.

"Osborn, we contracted you to make government weapons, not abominations that attack the public!" One of them yelled, as Osborn paced around the room.

"I assure you, councilman, that this has nothing to do with me or my company," The millionaire defended, firmly.

"Don't lie to us, Norman!" Another voice barked. "We know you had plans for Project Sandstorm. It's in all of your files. The United States Government will not tolerate actions that hurt the general populace!"

Norman went quiet, clenching his fists as he fumed to himself. He couldn't go down. Not now. He was still working on the super soldier serum, and he refused to have it taken away from him.

"We can convict you for treason, terrorism, and any other number of crimes," the chairman told him. "If you turn yourself in though, we're sure the punishments will be less extreme."

"But sir, how can I turn myself in, if it wasn't my fault?" Norman asked, feigning innocence.

"If it isn't your fault, than whose was it?" One of them asked, incredulously.

Norman got a smirk on his face. "I'm sure you're familiar with Agent Adrian Toomes?"

"Come on! Follow the leader!"

Spider-Man and Captain America were leading a group of civilians out of the amusement park, as they fought off waves of sand monsters. Cap threw his shield towards Peter, who shot a web at it and swung it around, demolishing the monsters before tossing it back over to Steve.

"Go! Go!" The living fossil ordered, as the group of civilians left the area, heading to safety.

"Is that everyone?" Spidey asked, as he looked around the sand covered area, not seeing anyone else.

"That was it for us," Cap stated, as he put a finger to his ear. "Is everyone all clear?"

"Uh, hi, this is Ant-Man," Scott called over the communication system.

"Soldier, you do know you don't have to introduce yourself, right?"

"Oh, sorry sir, it's just, uh, I'm having some issues here, and Nat's getting overrun, and-oh jeez," he stuttered, as Peter noticed a hoard of ants flying high above them, only for Sandman to swat at them, knocking most of them out of the air, as Scott grew to normal size while he fell.

"Spider-Man?" Cap asked.

"On it," The web head said, as he jumped high into the air, grabbing Scott out of the air and swinging away.

Ant-Man looked at him, his eyes showing surprise through the red lenses. "Dude, you are just the coolest."

"Wow, is that what positive reinforcement sounds like?" Peter quipped. "That's weird. I don't know if I like that."

Scott laughed. "Hey, I could just go the Jameson route and call ya a menace."

"Naaah. So, where's Black Widow?"

Scott pointed to the ground below, as Peter saw Natasha trying to fight off a large crowd of sand monsters, before one snuck up on her and trapped her in an iron grip.

"Throw me," The smallest avenger told the teenager.

"Throw you?" Spidey asked, confused.

"Right at Nattie," Ant-Man confirmed.

"Hey, suit yourself," Peter said, as he threw Scott hard towards the sand monster, having him soar through the air. Halfway towards his target, Scott shrunk down, as he went right through the sand monster's head, making it collapse.

Scott grew again, as Peter joined the two heroes on the ground.

"Thanks," Widow said, as she brushed some sand off her shoulders.

"Dude!" Peter started. "That was awesome!"

Scott opened his mask. "Ah, that was nothing."

"Seriously, that was so cool."

"You're the one with the super awesome spider powers, and you're calling me cool?" Scott geeked out.

"Yeah!" Peter nerded out with him.

"Dude, we should hang out!"

"Boys?" Natasha interrupted. "I hate to cut this short, but we need to deal with Sandman. Now."

"You're not a lot of fun, you know that?" Scott said, making Natasha glare at him. "Uh, not that there's anything wrong with that. In fact, some might say it's a winning quality."

The assassin rolled her eyes. "Shut up," she told him, as the three looked up towards the towering super villain, to see him swatting at Iron Man, War Machine, and Vision as they shot at and fought the sand goliath.

"This is gonna be...interesting..." Scott muttered.

"Mommy," Peter gulped, nervous.

"Steve," Natasha called over the comm system. "Can we regroup?"

"Avengers," the American icon called. "Meet up in the center of the island. It's time to end this."

"Roger, Rogers," Stark called, as the three in the air distracted Flint Marko with a blinding blast to the eyes, causing him to not be able to see for the few seconds where they speeded off.

"Can I catch a ride?" Scott asked Peter.

"If you can hang on," Peter told him. Scott nodded as he jumped towards Peter, shrinking down and landing on his shoulder.

Spider-Man and Black Widow looked at each other, giving each other a nod, before they took off, with Peter swinging away on a web.

"Whoa, take it easy," Scott complained, as he was jostled around while holding Peter's costume. "I think I'm gonna be sick. Ugh. Oh god."

"Various reports are saying-"

"Coney Island under siege-"

"Sand monster-"

In a crappy motel room in the city, Deadpool was laying down on his bed, flipping through the channels on his small TV set.

"Ugh, Coney Island, Coney Island, who the hell cares?"

"The Avengers-"

"LUCY. YOU GOT SOME 'SPLAININ' TO DOOOO."

"Ah, perfect," Wade smiled to himself. He then started to wonder aloud. "Avengers? Spidey's hanging around them, right? So he's probably there right now. If he dies, I still get paid."

He started laughing to himself.

"Easiest money I've ever made."

Spider-Man looked around him with wide lenses, as he couldn't help but feel out of place in the sand covered amusement park, as Earth's Mightiest Heroes surrounded him.

Iron Man, Captain America, Hawkeye, Black Widow, War Machine, Scarlet Witch, the Vision, and Ant-Man grouped together around him, discussing how they could defeat Sandman, who was towering over them, distracted by the police helicopters and the like that had arrived on the scene.

"We need to find a way to shrink him down," Captain America stated. "Lang, you have any of those size disks on you?"

Ant-Man sighed. "Yeah, but it won't work," he told his hero, sadly. "They have to attach to something solid. They'd sink right in if I threw them at him.

Captain America nodded his head in understanding. "Anything else we could do?"

Tony, with his face plate up, scratched his chin. "We need to pull him apart. The less sand he has, the smaller he is."

"Any ideas?" Rhodes asked.

"Not yet, but give me a sec," Tony told his best friend.

"Scarlet Witch can move stuff, right?" Spidey asked. "Maybe she can tear him up?"

She shook her head in trepidation. "No, it...he is too big. I couldn't."

The Vision stared at her. "Perhaps you are underestimating yourself," he stated, emotionless.

Wanda just glared at the android. "I don't believe I am."

Peter rubbed the back of his head, awkwardly. "O...k...uh, maybe there's another way we could-"

"HEY, AVENGERS!"

The group of heroes looked up towards the Sandman, who was staring at them with disdain. The sand on him was shifting around furiously, the area on his shoulders bristling up in anger.

"Well, that's not good," Iron Man said, thinking out loud.

"I'VE HAD IT WITH YOU JERKS!" He declared. "YOU'RE ALL TRYING TO RUIN THIS FOR ME! MY BIG CHANCE! I FINALLY HAVE POWER! AND YOU'RE TRYING TO RUIN IT! WELL, I WON'T LET YOU!"

"Well, you know what they say Sandy," Peter started. "Life's a beach."

"Nice," Scott told him, before the two fistbumped.

Captain America looked up, nonplussed. "He thinks we're doing this to spite him."

Spider-Man looked at the American icon. "He ruined the first day off I've had in months. Spite isn't the right word for it."

Ant-Man groaned slightly. "Uh, guys?" He alerted. The rest of the Avengers looked away from Sandman, to notice that the sand monsters and hands were slowly starting to close in around them.

Black Widow reloaded her pistols. "This is going to be fun," she stated.

"Says the scary killer lady," Peter quipped, as he backed up slightly. Him, along with the rest of the Avengers, started to circle up, getting ready to fight off the hordes of sand creatures.

Spidey stood shoulder to shoulder in between Cap and Iron Man, as everyone got into a fighting stance, preparing themselves. Peter normally felt nervous at these situations, but now, he felt almost excited for the chance to fight among the Avengers.

Suddenly, the monsters collapsed into piles of sand, confusing the heroes. "ENOUGH!" The Sandman roared, making them give their attention back to him.

"I know you're a evil supervillain and all," Scott started, "and this is probably a stupid question, but what gives?"

"I'M DONE SEEING YOU GUYS TEARING MY GUYS APART. I WANT TO CRUSH YOU MYSELF!" He cried, as the sand from under the Avengers started to move quickly around them, forming giant orbs around them all.

Iron Man and War Machine were able to fly out before they were captured, while Spider-Man jumped out at the last second. However, the others weren't so lucky, being trapped in the sand.

"GUYS!" Spider-Man cried, as he went towards the sand orbs. He hopped on top of one of them, and started to pound on it, trying to break it open. "Come on, Come on..." He looked over to the orb next to him, to see Vision phase out of his sand orb. The two's eyes met, making the android give him a curt nod before flying off.

"Spider-Man?" Peter heard Scott call from the inside. "Is that you?"

"Ant-Man!" The web head excitedly said. "How are you doing in there!?"

"I can't get out, but I'm fine," Scott said. "I don't know how long that's gonna last though."

"Spidey," Iron Man called, as he flew over towards him. "We can't help them like this. We have to take down Marko."

Peter looked at him with wide, disappointed lenses, before looking at the orb he was perched on. He shook his head slightly, considering what the armored avenger said. He then flipped off the orb, landing on the sand covered dock, ready to go. "What do you need me to do?"

"I have an idea, but we need you to distract him."

"Are you going to let me in on this plan?" The teenager asked.

"No time," Iron Man told him.

"There's never any time," the Web head complained, before the two split up, with Spider-Man moving as fast as possible towards the giant sand goliath.

"Read me?" Tony asked over the communication device.

"I'm reading you super clear. I can hear your facial hair, that's how clear it is."

"We're going to try and make Sandman more solid. We need you to keep him from realizing what we're doing."

"It could help if we could get the other Avengers. I saw Vision phase through his orb, maybe he could-"

"Sorry kid," Iron Man interrupted. "But he can only phase himself. If he tries it with anyone else, he could do some serious damage. Like arm through the sternum serious."

"Oh. That would be bad," he lamely admitted.

Finally, Spider-Man arrived next to the large sand monster that was Flint Marko. Sandman was swatting at police helicopters, trying to knock them out the sky. He didn't even notice Peter perched on the light post nearby.

"MARKO!" Peter called, making the supercriminal turn around at the sound of his name. He stared down at the tiny hero before him, an arrogant smirk on his face. Spider-Man suddenly thought of the story of David and Goliath. He wasn't as confident in the ending however, due to the fact that he has spider powers and he was looking at a living mountain of sand.

"WALL CRAWLER!" Flint bellowed. "HOW ARE YA!? LIKE WHAT I'VE DONE WITH THE PLACE!?"

"What are you doing, Marko?" Peter asked. "What are you trying to prove?"

"THAT I'M BETTER THAN ALL OF YA'S!" He roared, as he sent a large fist flying towards Peter, who promptly jumped out of the way, landing on the side of a roller coaster.

"Why?" Peter asked. "Who are you trying to impress? The people you're terrorizing? The people you're robbing?"

"WHO CARES!?" He asked. "I AIN'T HURTING ANYBODY!" He yelled, as he sent a hammer blow down to the roller coaster, forcing the hero to jump out of the way as the part of the ride got demolished, as he landed on one of the carts of the Ferris Wheel.

"Are you kidding me!?" Spidey yelled at him. "Look at what you're doing! You're destroying an amusement park! You're putting everyone stuck in here in danger!"

"LIAR!" He yelled.

"I'M NOT LYING!" Peter cried, all of his patience gone. "I've just spent half of my day stopping your stupid sand monsters from hurting people!"

"YOU AIN'T FOOLIN' ME!" Flint roared, anger flooding his face.

"I'm being completely honest with you!" Spider-Man told him, standing up to the giant. "You have all of these powers, powers that you could be using to help people, and you're robbing banks and destroying Coney Island!"

"STOP LYING YO ME!" He yelled, throwing an attack towards Spider-Man and forcing him to evade once more. When his hand hit the cart, crumpling the metal, the entire Ferris wheel came off of its track, causing it to roll away towards the water.

Peter landed on a game kiosk, before hearing a scream. He turned towards the wheel, to see a man and a woman popping out from on of the carts of the out of control ride, fear on their faces. "Oh no..." he muttered to himself, as he quickly swung towards the ride.

"Spider-Man!" The man called out in desperation.

"I'm coming!" Peter called back, trying to time it right so he could land on the cart with the people inside it. He quickly realized that he didn't have time to wait, so he jumped through the moving metal bars, contorting his body to avoid injury, before landing on the cart.

He quickly grabbed the two people, and tried to shot a web out to escape, but found that he was out of web fluid. "No, no..." He mumbled, as he quickly looked around, trying to figure out a way to safety, as the wheel dangerously rolled towards the water, tearing through the wooden dock in the process.

He then looked to the side, to see a lemonade stand, with a pink tent over it. "Don't hate me," he told the civilians.

The woman looked at him in confusion. "Why would we-"

She was cut off by Peter throwing them both on the tent, both of them landing safely. Peter, satisfied with them, looked forward, to see he was close to the water. "Aaaand that's my cue," he said to himself, as he jumped to from moving cart to cart, trying to find a spot to get out, but not being able to find it. He gave up trying to jump out, deciding that he needed a different plan. He jumped in between a gap in the metal supports, pushing with all his might to try and bend it, hoping that it would shift the momentum enough to get him to safety.

He felt the steel move, mending it. However, it had an effect Peter wasn't expecting, as it caused the entire ride to turn to the left, straight towards the still standing section of the roller coaster.

Iron Man, setting up his plan, looked over at the scene from the distance he was at, seeing the red and blue of Peter's costume from his position, stuck in the Ferris Wheel. The wheel crashed into the roller coaster, halting the wheel, but causing the track of the ride to fall down on top of it, making everything crumble to bits.

Tony felt panic immediately. "PETER!" He cried, as he flew as fast as his repulsors could send him. He felt shame, guilt, and sadness for encouraging this from him, for pushing him into risking his life for this.

"Tony?" War Machine chirped over the comms system. "What's going on?"

"It's the kid," Tony quickly said, landing in the rubble of the crash. He quickly started moving debris out of the way, trying to find the teenager. "He got some people out of the Ferris wheel, and-"

Suddenly, a red and blue arm popped out of the wooden pieces and steel bars. Tony sighed in relief, as he helped pull Spider-Man out, who was breathing heavily from the experience he just went through. One of his lenses was cracked, while his mask had slight tears in it, little tuffs of his brown hair sticking out. Tony lifted his face plate up, concern evident on his features.

"Kid?" He asked, worried. "Are you alright kid?"

"Yeah," Peter nodded, as he slowly got to his feet, with help from the billionaire. "Other than my new found fear of amusement parks, I'm fine."

Tony sighed in relief, before giving him a smirk. He frowned however, when he noticed that Peter wasn't looking at him. He followed Peter's gaze, to see that he was staring at Sandman.

"AM I LYING NOW!?" He asked, shouting at the giant monster, trying to catch his breath. "Am I lying now?"

Marko looked at the young hero, with a guilt ridden expression. His sandy features contorted into a disappointed frown. He looked at his hands, scanning over them, trying to figure something out in his head.

"Stark," Vision called over the comms system. "It is all set up."

Tony's helmet closed. "Avengers, take a real deep breath," he warned, as he grabbed Peter and flew up into the air.

Underneath the wooden dock, War Machine and Vision flew away, as several explosive devices that were connected to the wooden support posts detonated, causing the supports to break apart, and causing the entire docked amusement park to fall into the water, making Sandman roar in frustration.

Marko started becoming engulfed in the water, his body solidifying slightly, as the sand started to turn into mud. The extra sand he had collected slowly started to fall off of him, sending him back to his original size. He fought with all of his might to get to shore, his muddy body giving him some issues with moving. Once he got onto the shore, and all the way out of the water, he looked up, to see an unpleasant sight.

Iron Man, War Machine, and Vision, all shot energy beams at him, causing him to yell in agony, as his body started heating up, turning into solid stone. After a few seconds, the heroes stopped, to see the frozen statue of Flint Marko before them.

Tony took off his helmet, as he fell to the ground in exhaustion. "We did it..." he muttered to himself, as he laid back, closing his eyes in victory. The other two joined him, basking in their triumph.

In the water, the rest of the Avengers popped up next to the floating pieces of debris. "So," Ant-Man stated, earning the rest of the team's attention. "Any chance we aren't going to get blamed for this?"

The sun set above them all, as the day was finally winding down.