Four days later after meeting Eraser Head, he has been helping people, stopping kidnappings, fighting the villains, and escaping from the Pro Heroes. He recently discovered a change on his body this morning. He was a 14-year old boy while he was a 38-year old adult on his world. It was no wonder why Eraser Head or the Pro Heroes called him a "kid". He didn't notice the change since he was too occupied on finding the stones and helping the community at the same time.

"This appearance takes me back when I first got my powers," Peter said as he looks at his young appearance on the mirror. "Great, it means I should go to school. But that would waste my time on finding the stones."

"It is the law here, Peter. The receptionist is already wary of you since you are a minor, she would call the cops if you don't have any legal guardians." Karen said which Peter knew about it.

"Why did Strange turn me into a 14 year old boy though?" Peter wondered. "There must be a reason."

"Maybe to fit in with the world? I don't really know why either since I wasn't there." Karen said.

Peter sighs and lands on his bed. It has been four days since he came into this world, he needs to find a way to find the stones and he can't do that if the Pro Heroes and the law are chasing him around the city. He is currently a wanted criminal, but that wouldn't stop him from helping the community and stopping villains. He turns on the TV and the news was talking about the masked vigilante.

"Can you tell me who is this masked 'Spider-Man' that has been a talk of the week?" A reporter asked.

"He's a kid who thinks he's a hero. Whatever may he have done to help them is only for fame. It's not the first time a vigilante did this," Kamui Woods answered while Spider-Man snickered at the Spider-Man wannabe. "And he should be sued for plagiarism for stealing my swinging."

'Dude, seriously? I've invented web slinging, and I'm practically older than you!' Peter thought angrily.

"Unlike other vigilantes, he doesn't stay for recognition. Can you explain that?" The second reporter asked.

"He might be a special case. I had a talk with him before and it seems that he wants to help people," Eraser Head answered which earns a respect from Spider-Man. "But he still broke the law and must turn himself in before he would get himself killed."

Spider-Man doesn't care since he has faced more dangerous opponents like Thanos, Galactus, Akuma, Magneto, Silver Surfer, Red Hulk, Vergil, Albert Wesker, and more unless there is someone stronger than them combined. He watches the entire interview from the Pro Heroes which was mostly negative reviews about him then they asks the civilians on their opinion of the arachnid vigilante.

"What do you think of Spider-Man?" A reporter asked.

"He's the best. He saves people, beat the bad guys, and swings away after that." A person answered.

"He helped me walk down the street when no one did. It was quite odd but I accepted his offer. I eventually gave him a churro as thanks." An elderly woman said.

Spider-Man let out a slight chuckle since that isn't the first time he was given a churro. It was quite an embarrassing memory since Tony often brings it up every time they meet. He regrets telling Happy on the phone about that and wishes he could take it back.

"He stopped the thieves that were robbing my shop," A storekeeper said. "I wouldn't have paid my daughter's hospital bills if it weren't for Spider-Man."

Spider-Man knew about the storekeeper's daughter who is suffering heart palpitations, scarlet fever, and thyroid cancer ever since she was 5. He hopes that she'll get better since those three illness can be cured nowadays. He knows a certain someone who died of colon cancer after fighting it for 3 years and he was a big Black Panther fan. May he rest his soul.

"Does he ever stay for some recognition after fighting the villains?" The second reporter asked.

A woman shakes her head, "No. He just beats them and swings away without receiving a thanks. He has a heart of a true hero."

"He doesn't really stay. He saved my child from a falling wrecking ball until he swings by and caught it with his bare hands despite his slim body," a construction worker said with a smile. "I never get to thank him since he left immediately. My child wouldn't be here if it weren't for him."

Spider-Man let out a smile. He doesn't often receive a praise back on his world since the Spider-Man hater, J. Jonah Jameson, always labeled him as a criminal and a masked menace to the society which made the people think that he's a villain, but some of the people refused to believe that lie since they praise Spider-Man for his heroic actions which is the reason why he was a member of The Avengers and a temporary member of The Fantastic Four and X-Men. Though half of the city didn't believe in him anymore after Gwen's death since JJJ labeled him as a murderer. His face was sadden after thinking about her and shrugs it off.

"The people may praise me now, but they'll later label me as a villain sooner or later." Peter said with a frown before turning the TV off and sleeps through the noon.


Later at night, he heard some explosion downtown. There was fire and flying cars being thrown in the air.

"What's going on in there?" Peter said and press the spider symbol on his chest causing nanotechnology was forming around his body, creating the Iron Spider suit. "I better wear an armor this time. There might be a chance it's a strong villain like Muscular."

He then swings towards the fight after he jumps out of the window.


In the fight, there were multiple Pro Heroes fighting a giant sand-like creature. They were overwhelmed, especially Kamui Woods and the rookie Mt. Lady who debuted days ago which Spidey met when he defeated The Sludge Villain who, at that time, was holding a child hostage. It was quite a memorable memory for him since there was a freckled broccoli-haired boy attempting to save his "friend" despite having no powers.

"We can't touch him! He is like The Sludge Villain!" Kamui Woods said.

Death Arms prepares to deliver a punch, "This'll blow you away!"

He punches the sand villain which was ineffective as his hand begins to sink on the sand.

"What? Not again!" Death Arms exclaimed as he it reminded him when his hand was sinking on The Sludge Villain's goo body.

The sand villain delivers a punch at Death Arms as he flew across the street and hits several Pro Heroes with his body.

Kamui Woods coughs and groans in pain, "He's like Snatch, but much more powerful. His Quirk isn't like this!"

Mt. Lady groans in disgust, "Eew! My outfit is full of sand. I hate sand! It's course, rough, and it gets everywhere!" she said as she dust the sands off of her.

Kamui Woods, Death Arms, and other Pro Heroes raises their eyebrow in annoyance of the rookie heroine. The giant sand villain turns his hand into hammer and slams it on the ground but the Pro Heroes dodges the attack.

"Do not interfere, heroes! I only came for the spider!" The sand villain said in a deep, monstrous voice.

"Spider? Is he talking about Spider-Man?" Death Arms asked.

Kamui Woods stands up and prepares to leap for an attack, "They must be accomplices!"

"Or enemies." Mt. Lady stated while Kamui Woods rolls his eyes from her statement.

Kamui Woods leaps into the air and dodges all of the sand villain's bullet attacks. He grabs some objects such as pipes, boulders, or bags of cement and throws it at the sand villain's body which was useless as it went through him. Kamui Woods lands on a top of the building as he tries to find the weakness.

"His Quirk is similar to Snatch, but he was ineffective against Backdraft's Quirk," Kamui Woods muttere. "Is there any other weak-."

All of the sudden, Spider-Man swings past Kamui Woods which surprises him and lands a kick on the sand villain's face which shocked the Pro Heroes.

"I knew they were enemies!" Mt. Lady said with a smile.

Death Arms snickers, "He's probably just pretending."

"Is it me or is his suit different?" Backdraft asked.

A yellow, bird-like Pro Hero nods, "Yeah, it looks more... of an armor."

Mt. Lady ignores their bickering and watches how Spider-Man will defeat the sand villain. The other Pro Heroes decides to save the civilians while the sand villain is distracted with the arachnid vigilante.

"How are you here, Sandy?!" Peter asked angrily . "And why are you here?!"

Sandman stares down on Spider-Man who was in a spider fighting stance on top of a small building, "You finally show up, bug. I won't let you interfere with my plans!" he said as he delivers a blow at Spider-Man.

Spider-Man dodges his attack and swings away, "You're looking for The Infinity Stones, aren't you?" He said as he lands on a crane. "And something's telling me that you are not alone."

Sandman growls and delivers a massive side punch at Spider-Man but Spider-Man leaps to dodge the attack, "Do me a favor and die!"

"Nope," Spider-Man said as he grabs a wrecking ball with his webs and launches it at Sandman which causes half of his face to be destroyed. "I won't let you touch those stones. They aren't meant for usage!"

Sandman growls as his face slowly regenerates back to its normal state, "Piss off!" he said as he delivers another punch.

The Pro Heroes were in shock that a vigilante like Spider-Man was able to dodge all of Sandman's attacks while they were having hard time despite having more experience on the combat. They felt that their combat skills were inferior to the vigilante's fighting style and they wondered where he learned to fight acrobatically. Kamui Woods felt like it was the mysterious iron suit that is helping on fighting the sand villain since it probably helps him predict the opponent's attacks.

'The object I used to attack the sand villain wasn't effective,' Kamui Woods mentally noted. 'How can this kid damage him?'

"He's so hot. I hope he's young!" Mt. Lady said as she licks her lips.

Death Arms was disgusted, "You have issues."

Spider-Man continues to throw objects at Sandman's face which causes the villain to slightly trip from every impacts. Sandman growls as he hardens his sand body and extended his sand arms to grab Spider-Man, but he dodges it once again.

"Tell me! Who are you working with, Marko?!" Spider-Man said as he dodges another attack, but it slightly hit him on the stomach but shrugs the pain off.

"If it's to get the stone I want, I'll never tell!" Sandman declared as he runs towards Spider-Man and delivers a right hook.

Spider-Man dodges it with a front flip and lands on Sandman's hardened arms, "Time to end this!" he runs towards his face and equips a new set of webs. "Web Grenade!"

The grenade landed on Sandman's face and exploded after the 3 second countdown. Spider-Man then propels himself forward after doing a human slingshot with his webs and delivers a kick to the face which causes Sandman to fall. The monstrous form of Sandman dispersed, leaving a man wearing a green striped shirt unconscious on the ground. Spider-Man lands on a tall building as he watches the Pro Heroes capturing Sandman.

"I hope this world's police has some kind of power dampener like The Raft." Spider-Man said as Kamui Woods landed behind him and groans upon seeing the wood hero. "Are we seriously going to fight now, Groot?"

"For the last time it's Kamui Woods! I suggest you surrender to the police before stronger and experienced Pro Heroes will subdue you, Spider-Boy." Kamui Woods suggested. "You may have defeated me multiple times, but I won't lose again."

Spider-Man sighs, "Sure, whatever you say, Kamu Bluds." he said which irritated Kamui Woods of the annoying nicknames.

Mt. Lady grew herself and Death Arms arrives at the rooftop with the other Pro Heroes who are surrounding the spider vigilante.

"Surrender now and maybe you'll get a light sentence," Death Arms said as prepares his fists. "I suggest you choose correct."

"Look, I don't want to hurt you because of your good deeds. So I prefer you surrender, handsome." Mt. Lady said in a flirtatious tone.

Spider-Man sighs and closes his eyes, "All it takes is a leap of faith."

Kamui Woods was confuse on what he meant, "What?"

Spider-Man jumps off the building in a free fall state while the Pro Heroes were surprise by the sudden move, including Mt. Lady who is attempting to catch him. Spider-Man opens his eyes, fires a web at a building, and swings to escape.

"Rookie, go after him!" Kamui Woods ordered as he swings towards the vigilante by extending his wooden arms.

Mt. Lady sighs, "Aye aye, captain." she said she begins to run towards the arachnid kid.


Spider-Man hides in a dark alleyway as Mt. Lady and Kamui Woods went pass him. He sighs that he managed to successfully escape from the Pro Heroes again considering the Parker Luck always gets him in trouble. He then heard some people yelling on the other side of the alleyway. He slowly and silently walks towards the voices.

"Shut up and give us your money, freak!" A thug demanded.

A man with a scar on his mouth let out a wide smile, "Idiots." he said as he raises his hand to unleash his Quirk.

Spider-Man's sixth sense tingles as he launches himself forward and fires a web at the man's eyes while he fires a web net at the thugs.

"Sorry to interrupt your... petty crimes, but I suggest you surrender to the police, Scar Mouth." Spider-Man mockingly said.

The man removes the webs from his eyes and growls, "Who the hell are you?"

"Pheesh. Who are you?" Spider-Man sarcastically asked the same thing. "You look like you were hit by 30 trucks at once."

The man growls again, "The name's Dabi. You must that wannabe hero, Spider-Man. I'll enjoy turning you to crisp."

"So your powers are fire! No offense, but I have already faced a fire-type superhuman plenty of times," Spider-Man said as he secretly changes his webs.

Dabi smiles, "But mine's hotter!" he said as he releases a tremendous amount of blue flame at Spider-Man and then stops. "That was too easy."

"Think again!" Spider-Man said as Dabi looks up and saw Spider-Man fires his web at him which he swiftly burnt it.

"No one has ever react to my flames that quick before. You're quite fast huh?" Dabi said as he leaps towards Spider-Man and unleashes more blue flames.

"No, you're too slow! Get it? Too Slow? Sonic reference?" Spider-Man sarcastically said as he appears at Dabi's side which surprises the villain. "Flame out!" he said as he punches Dabi onto a wall which slightly caused a crack.

Dabi coughs some blood and groans from the pain as he slowly gets up, "What the hell are you?"

"I'm Batman," Spider-Man sarcastically said in a deep voice which raises Dabi's eyebrow in confusion before Spidey punches Dabi unconscious with his fist before turning to the thugs. "Let's turn you all to the police yeah?"

Later, Kamui Woods heard a commotion on an alleyway and saw a couple of web covered thugs and Dabi stuck onto the wall with a note from Spider-Man.

These are bad guys. Warning Oak Man: the scar mouth guy can fire fire. Fire fire? Lol, I'm a genius! I mean... I kinda am. Meet you again later!

- From Your Friendly Neighborhood Spider-Man!

Kamui Wood sighs as he calls the other Pro Heroes, "He's like a child!"


Spider-Man swings back at the hotel and deactivates the nanosuit. He was thankful that the suit was useful in the fight against Sandman, but he was wondering how one of his nemesis manages to arrive here. It's not like he used Doctor Strange's sling portal which is impossible unless Mordo helped them, or they used Doctor Richard's multiverse machine which is currently hidden in The Fantastic 4 Tower.

"That doesn't make any sense though. There bajillions of universes out there and he somehow manage to enter the same one as me?" Peter stated. "And I'm worried that it's not just him. Doc Ock or Electro are highly possible. But how? I need to find the stones fast!"

Peter then heard footsteps coming towards his room. He silently leaps forward at the door and saw a bunch of cops and the receptionist.

"She must have told them. This is your fault, Karen!" Peter said.

"Sorry, boss," Karen apologized. "I'll make sure to never do something suspicious again."

"Thank you!" Peter said as he grabs his bag and activates his nanosuit again.

"Hey kid, open up!" A police ordered. "Minors shouldn't be living alone in this hotel!"

Peter jumps off of the window while wearing his backpack and swings away to escape from the police. The cops enters the room by force using a battering ram, and found that there was no one in the room.

"Where did the hell did he go?" The police wondered.


Peter swings from building to building until he lands on one of the rooftops. He was exhausted after the fight with Sandman, stopping Dabi and the thugs, and swinging from buildings to escape from the law. He wishes that the stones would just show themselves so that he can go home and live a normal life.

Peter groans and stretches his body, "What a day."

Peter spent his night at the rooftop. He will rely on his spider sense to detect the Pro Heroes or villains while he is on deep sleep. In his dream, he saw constant flashes from the people he never met like the boy with a scar on his left eye who suffers from abuse, an ashen-haired boy who claims he can defeat the No. 1 Hero, a girl who can do what a frog can, a green-haired boy whom he met days ago training on some kind of beach, and a blonde hair man with muscular body who has a smile on his face. He wonders if there was some kind of clue hidden there.

Peter sighs, "It's just a dream."


Unknown Base

Electro zaps anything he sees in anger, "We lost Marko, and now we are down to five. What's your great plan now, doc?!"

Doc Ock chuckles, "Relax, Max. This is all according to plan."

Vulture snickers, "I didn't think you are the type to care about someone, Electro."

Electro growls, "If it means getting the Power Stone, then I don't care if I have to work with you assholes."

"You're such a child, Max." Mysterio stated which annoys Electro.

"You wanna go, fishbowl?!" Electro asked angrily.

"Shut your mouths. Now!" Kraven ordered in a Russian accent. "If doc says it according to plan, then it's according to plan. We just need to have some faith in him."

Electro growls, "I've lost all faith when Spider-Man betrayed me." he said before traveling through electricity.

Vulture turns to Doc Ock, "Why did you let Marko be captured, doc?"

Doc Ock chuckles, "You'll see, Mr. Thoomes."


Police Station

A man wearing a long, brown coat and a hat walks in the police station and saw bunch of villains in a cell, especiallythe infamous Dabi who has been leaving a pile of burnt bodies in different alleyways. Dabi was furious and releases an amount of blue flames on a plastic wall which was ineffective.

'Dabi was quite to locate. To think that the masked vigilante captured him with ease,' The man thought. 'I should thank him if I ever meet him.'

Tsukauchi enters the Interrogation Room to get some truth out of the sand villain who Spider-Man fought earlier tonight. The sand villain had his hands cuffed on the table with a mad expression which reminded the detective of Endeavor's usual mad expression.

"Hello, sir. I'm Detective Naomasa Tsukauchi. What's your name?" Tsukauchi asked.

The man raises his head and answers, "My name is Flint Marko. The locals called me... 'Sandman'."

"I can tell since your Quirk is Sand, like the Pro Hero Snatch." Tsukauchi stated.

Marko snickered, "But his powers are inferior to mine."

"I know," Tsukauchi said which scares him quite a bit of the villain's Sand Quirk since his Quirk was superior to Snatch's. "Tell me, why were you attacking the Pro Heroes?"

"To get the spider's attention obviously." Marko answered.

"And why would you get the vigilante's attention? Are you enemies or something?" Tsukauchi asked as he writes Marko's previous answer on his clipboard.

"I wouldn't call him us enemies as he is just doing what is right, but he is an annoying bug who gets in my way," Marko answered. "To answer your first question, it's because I wanted to stop him from completing my mission."

"And what is your mission?" Tsukauchi asked.

Marko realizes that he was telling his plans to the detective and tries to shut his mouth, "I can't say."

"Well you better if you want to be release early." Tsukauchi said.

Marko smirks and let out a chuckle, "I've already heard this before, and I'll say it again: Piss off."

Tsukauchi was annoyed at Marko who refuses to cooperate with him. Unbeknownst to the detective, Marko let out a tiny bit of sand from the floor as it slithers away in a hole. While Tsukauchi continues to ask Marko some question, the grain of sand made its way to a computer, forms a finger, and types in a password that Doc Ock gave him. After the grain of sand typed in an unknown person's name, it transferred the information to the USB drive. Dabi taps his cell door which gets the sand's attention. After the information of the person was transferred to the USB, Marko smirks and stands up, scaring Tsukauchi.

"How can you move?" Tsukauchi asked in shock and surprise.

Marko chuckles, "You're a fool to think you can keep me here."

Tsukauchi was shock and surprise when Marko broke out of the handcuffs easily while his body was turning into sand. Marko then extended his arms at Tsukauchi to slam him against the wall. Tsukauchi tries to get out but the sand was too strong and slippery. The officers saw the detective being overwhelmed by Marko as they rush towards the scene with their guns.

"Freeze!" An officer said before all of them being buried in a pile of sand.

"Sorry about the mess." Marko said before he escapes through a tiny hole on the ground.

The police and Pro Heroes were looking for him about an hour yet they couldn't find him. While they were busy on finding Sandman, Dabi escaped from captive and burnt 21 officers in the process. Tsukauchi was tend to the hospital after he miraculously survived a 3rd Degree burn from Dabi.

Marko steals a set of clothes from a clothing store while the shopkeeper was sleeping to disguise himself from the law and heroes. He takes out a phone and makes a call. He makes his way to a computer store to see the info of the person from the USB.

"This is Sandman. I know where the person is," he said. "Shall I take him out?"

"Not yet. We need to find the other stones to retrieve them at the same time," Otto said. "If you strike now, that pesky arachnid would follow you. For now, come back to the base."

Marko nods before the call ends. He leaves the store while avoiding at the sight of the law and Pro Heroes. He stands in a manhole as he looks at a photo of a girl on his pocket watch before turning his body into sand to slip through the manhole.

"I'll do anything for you, my daughter." He said.

The pedestrians saw this and immediately reported the authorities and Pro Heroes.

Chapter 3 End

Yeah, I based this Sandman on Sam Raimi's Spider-Man Trilogy since I like that version better than the comic's. This Sandman doesn't kill people like in the trilogy (except when he accidentally shoots Uncle Ben).

Stay tune for the next chapter