Shout Outs: Thanks to Phoenix X 2 for reviewing the story. Thanks to PX2 (Guest) for reviewing the story. Thanks to MythologyStar for reviewing the story.

Chapter 15: Sandman

Michelle screamed but she eventually grabbed onto the rail that was supporting the building which was in the making. Peter and Ned let out a sigh of relief when they saw her reaching safety…slightly.

"Right then…any ideas on how to beat him?" Ned asked as he walked backwards.

"Uh…for now let's just keep our heads on," Peter replied. "Ned, look out!"

Just in time, Peter pushed him out of the way just as the large fist came crashing down. Spider Man looked up only to see that the hand was going to come down again. Instinctively, Peter shielded Ned by being in front of him, expecting for the impact to come but…it never came. Only a large pile of sand which exploded from his hand, covering Ned and Spider Man.

Coughing, Spider Man and Ned peeked out of the pile of sand, curious as to who created the explosion though Peter had a feeling that he knew who it was since a blur of red and gold came into the view, landing in front of them.

"Sorry for the delay. Had a bug to deal with."

Ned gaped at the figure with his wide eyes.

"It's Iron Man!" Ned exclaimed. "Woah!"

"You two alright?"

Ned nodded as his gaze never left Iron Man who raised an eyebrow. Peter got up, trying to shake off the sand away though he soon yanked Ned up who nearly stumbled forward from the pull.

"What are you doing here?" Peter mumbled.

"Helping you, of course."

"I told you I can handle this."

Iron Man looked up to see the girl sitting on the rail. "Right. You're handling this quite beautifully…Now then…get him out of here and I'll get the girl."

Before Peter could even speak, Iron Man started to take off but something zapped him from the back, forcing him to succumb to his knees. A figure materialized out of nowhere but this gained everyone's attention.

Iron Man turned around to see the Wizard who cackled evilly.

"Missed me, did you?"

"I thought I temporarily stunned you," Iron Man hissed, narrowing his eyes dangerously.

Peter walked towards Tony as a sly smile crept from the corner of his mouth.

"And I can see you that you handled him quite beautifully as well…" Peter replied.

"We'll deal with this later," Iron Man responded as he activated his engines and flew into the sky.

"I've got an idea," Ned suddenly spoke once Iron Man left. "Why don't you bring him down with your spider webs?"

"Sorry…currently unavailable," Peter answered as he showed him the destroyed web shooters. Ned stared at it with a stunned look.

"Well, you're screwed."

Meanwhile, Michelle struggled to get up as she tried to go from one rail to the next in hopes of losing the ferocious beast. She gave a small yelp when her footing was lost. She just managed to tilt herself to the side so that she sat sideways while grabbing the bar with her hands. All of a sudden, as soon as she got up, Michelle turned around to see the gigantic hand coming at her way. She ducked down, having her hands covering her head as a shield while the fist started to smash the unfinished building and the supporting beams tumbled down.

The edge of the rails gave a small scratch on Michelle's hands, drawing out dry blood.

Down below, Peter and Ned jumped with startle when they saw what happened.

"Michelle!" Ned exclaimed as he blindly went into the field and began to climb up.

"Ned!" Peter shouted and went after him. The Sandman roared and his eyes landed on upon the two climbers. The Sandman used his fist in attempt to punch the two down. He was more focused on Spider Man though he cared less what would happen to the other kid. All he knew is that Spider Man needed to die.

For someone who's not a climber, Ned was doing well, Peter thought but either way Peter was worried that he would eventually fall to his death.

"Ned, please listen to me!"

Peter sighed, wishing that he had his spider webs. Eventually, Ned reached Michelle who was balancing on the beams and once Ned reached her, he grabbed her.

"Are you alright?" Ned asked.

"Yes. What are we going to do about this thing? Where's Spider Man?"

"Uh…don't ask me about the sand person. Spider Man…er…he's somewhere."

"I'm right here."

Ned slightly jumped from the unexpected voice.

"Seriously, don't do that. You could've given me a heart attack. My job is to keep you guys in one piece…"

Michelle frowned. "Couldn't you just use your spider powers?"

Peter sighed as he showed her the destroyed web shooters.

"Oh…"

Peter analyzed the situation and to his thought, there wasn't much he could do and that pained him. He felt so helpless; he couldn't even protect his friends. The more he stared at the creature, the more he realized that he suddenly got an idea. It just had to work.

"Alright, here's what we're gonna do. The last time I came, I was facing off the Wizard—the one who's Iron Man dealing with—"

Michelle stared at him with a stun look. "Iron's Man here?"

"Yes, moving on. I need you guys to distract him—I know it's risky but I know you can do it. I will ask for Iron Man's help and together, we can defeat him. What do you say?"

"Honestly? I would rather tackle my exams and doing this," Ned responded. "But…I'll do it."

"Count me in," Michelle said. For some strange reason, she couldn't help but to see the similarities between Peter and Spider Man. It was like she knew Spider Man even from outside of being a hero.

Spider Man grinned. "Great. Alright, let's get going."

As Michelle was being out of sight, Ned edged closer to Spider Man, muttering under his breath.

"I think she knows," Ned muttered.

Peter shifted in his spot uncomfortably as he knew what Ned was referring to. "I know…"

"What are you going to do?"

"No idea."

Ned sighed, realizing the situation what Peter is in before another thought came to his mind.

"By the way, do you think we're on the news?"

Spider Man paused. "You know…probably."

Iron Man narrowed his eyes as he watched his determined opponent. He really was persistent but like with every other villain, he must be defeated.

"What's the matter, boss? The old bones catching up?" the Wizard cackled.

"You're really quite annoying…" Iron Man growled.

The Wizard shrugged, indicating that he doesn't care.

"No matter. You wouldn't survive long enough, anyway!"

"Iron…Man…"

From the sound of Peter's voice, Iron Man glanced to the side to see Peter dodging another blow from the Sandman.

"Aww, does wittle Petey needs help from daddy?" the Wizard mocked, laughing.

Iron Man quirked an eyebrow as he sighed, having enough of this fiend. He raised his hand and gave a sly smile behind the mask. He then fired the beam which made the Wizard be knocked backwards before he finally crashed painfully at the ground. Using this time, Iron Man swerved to the side and flew towards Peter who used a concrete mixer and threw it at Sandman who stumbled backwards.

"Gimme a hand!" Peter shouted as he ran up the wall from the side and then, he leaped from it.

With the right timing, Iron Man grabbed his hand and threw him towards the brute, having Peter flying towards him before he delivered a kick to the face, making the creature roar. Peter resumed falling though he turned around to see Ned.

"Ned! Throw me those pipes as high as you can! I'll give it a boost once it's in the air."

"Uh…right…"

Ned ran towards the pipes before throwing it to Spider Man to the best he could. Once they were up in the air, Spider Man ran on them while he was throwing the tubes, giving them enough momentum that they got stuck inside Sandman's body.

Seeing the opportunity, Iron Man used one of his explosives gadgets, throwing it to where the pipes were, being in the middle of them. There was a small beep before the explosion came, having the Sandman exploded in half. Tons of sand fell down while Spider Man landed on his feet.

"Whoo!" Ned cheered. "We did it!"

Peter felt the familiar spider sense coming through his body. He glanced at the side before he performed a sideway twirl to avoid the unexpected attack which struck the ground. Peter turned around to see the Wizard staggering up and he gave out a sigh, already being annoyed at him.

"Don't you ever give up?" Spider Man asked.

The Wizard snarled heavily as he flew into the air, ready to strike Spider Man who started to dodge the attack until when halfway across the flight, something suddenly struck the Wizard from behind, knocking him off course.

Spider Man blinked with surprise as he watched Wittman falling down but he looked up, expecting to see Iron Man but to his surprise, it was Michelle who was messy, having scratches and bruises all over, holding a pipe in her hand.

Michelle threw the object away before she realized that the two boys were staring at her.

"What?"

"Uh, nothing. Nothing."

Ned walked towards Spider Man and he whispered.

"She can fight?" Ned asked, leaving Spider Man shrugging.

However, the Wizard got up with a mad gleam in his eyes.

"You think you've won?" he heaved. "Don't be so sure...evil will always rule!"

"Uh, sorry to burst your bubble but uh…we kinda just kicked your butt," Michelle spoke which earned the Wizard's attention though that made Spider Man tense.

"You think you're tough, do you?"

Michelle paused. "Uh, yeah I am."

"Foolish girl," he snarled. "Let's see how tough you're really are without the help of your friends!"

Just as Spider Man began to react, the Wizard took Michelle, flying high into the air.

"Michelle!" Spider Man exclaimed.

The Wizard laughed as he raised the girl up.

"So, still think you're being tough?" he sneered. He then looked down. "Time to make a choice, Spider Man. Who do you value the most?"

All of a sudden, the ground suddenly started to come alive as it was beginning to drag its substance, forming into once again the Sandman. But when Sandman was forming himself, he took Ned which made Spider Man follow his trail.

"Ned!" Spider Man cried out. He then looked up to see the Wizard cackling cruelly.

"Tick tock, Spider Man," the Wizard spoke. "Time to choose…this time…without having Iron Daddy…" he sneered, targeting Iron Man and he launched his attack that was headed towards Iron Man.

Author's Note: Oh boy…they just don't give up, do they? But I PROMISE the battle will end soon…with a grim note…*ahem* what happens next? Find out! Toodles!